HomeMy WebLinkAboutPEC140020_sscv - VAI Parking License Ageement 1-01-07_1415033160.pdf\legal\eric\vailgen\skiclub\Parking License Agmt Page 1 of 7
PARKING SPACE AND DRIVEWAY ACCESS LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the "Agreement"), made effective as of the ____ day of
____________, 2007 is by and between THE VAIL CORPORATION d/b/a VAIL
ASSOCIATES, INC., a Colorado corporation ("VAI"), and SKI AND SNOWBOARD CLUB
VAIL, a Colorado non-profit corporation, ("SSCV"), whose Federal ID number is 84-603792.
RECITALS
A. VAI is the owner of certain real property in Eagle County, Colorado which SSCV
is currently utilizing for six (6) above-ground parking spaces and part of an entry drive (the
“Premises”) for its offices located at 598 Vail Valley Drive, Vail, Colorado.
B. SSCV is in the business of providing ski and snowboard coaching, gate training,
freestyle training, nordic training and competitions in these areas (the “Programs”) related to its
use of the Premises.
C. VAI desires to support the efforts of SSCV to provide such Programs at Vail
Mountain through its permission to use the Premises pursuant to the terms, covenants and
conditions contained herein.
AGREEMENT
In consideration of the recitals, terms, covenants and conditions contained herein, the
parties hereto agree as follows:
1. SCOPE OF SSCV'S USE. SSCV shall be permitted to use the Premises for
vehicle parking and an entry drive to its offices and training facility located at 598 Vail Valley
Drive, Vail, Colorado 81657.
2. GRANT. VAI hereby grants permission to SSCV to enter upon the Premises for
the purposes of vehicle parking and access under the terms and conditions of this Agreement.
SSCV understands that such permission may be revoked by VAI at any time for failure to fulfill
the obligations of this Agreement, failure to adhere to the terms and conditions of this
Agreement and upon such revocation this Agreement shall be terminated.
3. TERM.
(a) The "Term" of this Agreement shall commence on the effective date first
written above and shall terminate on July 31, 2007, unless sooner terminated as provided herein.
(b) This Agreement shall automatically renew on an annual basis, without
need for any notice from SSCV or VAI, provided the such renewal shall be left to the sole
discretion of VAI. Any renewal period shall be referred to as an “Renewal Term.”
So is this agreement
expired?
Are they still the same uses?
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APPROVED
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4. OBLIGATIONS OF VAI. Permit SSCV to park vehicles and operate an access
entry drive on the Premises.
5. OBLIGATIONS OF SSCV. SSCV covenants and agrees to the following:
a. SSCV and all of its employees, associates or agents shall comply with all
applicable laws, orders and regulations (whether federal, state, county or local) having
jurisdiction over the Premises.
b. SSCV shall conduct its operations on the Premises in such a manner as to
interfere with or impede VAI’s business operations.
6. AGREED UPON VALUE OF USE OF PREMISES; NO CHARGE FOR USE;
DONATION. The parties hereby agree that the value for SSCV’s use of the
Premises shall be set forth in Exhibit A, which value may be adjusted on an annual basis by VAI,
and which adjusted value shall be deemed agreed to by SSCV. VAI shall not charge SSCV for
its use of the Premises, but the value thereof shall be considered a donation by VAI to SSCV, a
non-profit, 501(c)(3) entity.
7. RELATIONSHIP OF THE PARTIES.
a. This is not an agreement of partnership, agency or employment of SSCV
or any of SSCV's employees, associates or agents. The relationship of SSCV to VAI shall be
that of Licensor-Licensee for the sole purpose of documenting SSCV’s permitted use of the
Premises.
b. SSCV shall specifically be excluded from coverage under Worker’s
Compensation while using the Premises.
8. INSURANCE.
a. SSCV warrants that at all times during the Term of this Agreement SSCV
shall carry and maintain, in full force and effect and at its sole cost and expense, the following
insurance policies with insurance companies holding a rating of "A+" or better and on forms
satisfactory to VAI:
(i) Throughout SSCV’s use of the Premises hereunder, commercial
general liability insurance in an occurrence format in an amount of $1,000,000 per occurrence
primary layer, with an aggregate of $2,000,000 per occurrence, including the following coverages:
contractual liability, personal injury and advertising injury liability, broad form property damage,
independent contractors and premises operations. SSCV’s insurance shall provide primary
insurance coverage in the event of any loss or claim. VAI shall be named as additional insured as
its interests may appear on this policy.
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(ii) Comprehensive automobile liability insurance on all SSCV owned
vehicles used on the Premises, in an amount of $1,000,000 combined single limits for bodily injury
and property damage, per occurrence. SSCV’s insurance shall provide primary insurance coverage
in the event of any loss or claim. VAI shall be named as additional insured as its interests may
appear on this policy.
(iv) Worker’s Compensation insurance in accordance with the provisions
of the Worker’s Compensation Act (the “Act”) of the State of Colorado for all its employees
engaged in the Programs. SSCV understands that VAI requires sole proprietors who are excluded
under the Act to carry Workers’ Compensation insurance.
b. The insurance policies listed above shall provide insurance coverage on an
occurrence rather than a "claims made" basis.
c. SSCV shall provide VAI Risk Manager Jeff Place with copies of the
policies and certificates of insurance evidencing the coverages listed above within ten (10) days
after final execution of this Agreement. SSCV warrants that such policies shall include a provision
requiring a minimum of thirty (30) days’ notice to VAI of any change, cancellation or non-renewal
of any insurance policy.
9. INDEMNITY. In consideration for its use of the Premises by the permissions
granted hereunder, SSCV agrees to ASSUME ALL RISKS associated with its use of the
Premises and agrees to hold harmless, release, defend and indemnify Vail Resorts, Inc., The Vail
Corporation, its subsidiaries, including but not limited to the subsidiaries that operate the Vail,
Beaver Creek, Keystone, Breckenridge and Heavenly resorts, the United States, and their
respective agents, employees, representatives, assignees, directors, officers, shareholders,
successors in interest, and insurance companies (each hereinafter a “Released Party”) from all
liabilities, litigation and/or claims for injury or death to persons or damage to property arising
from SSCV’s use of the Premises as contemplated hereunder, including claims based on alleged
or actual negligence or breach of any express or implied warranty. SSCV agrees to indemnify
each Released Party for any injuries to other person(s) or property that SSCV may cause as a
result of or otherwise associated with its use of the Premises. Furthermore, SSCV agrees the
indemnity detailed immediately above shall cover all harm flowing from the activities
comprising its use of the Premises. The provisions of this Section shall survive any termination or
expiration of this Agreement with respect to any liability, injury or damage occurring prior to such
termination. As part of this indemnification agreement, SSCV shall employ counsel acceptable to
VAI and shall reimburse VAI for legal fees and other costs incurred in VAI’s defense of any such
claim(s) or litigation.
10. DEFAULT AND REMEDIES. If either party to this Agreement fails to perform in
accordance with any of the terms, covenants or conditions of this Agreement or is otherwise in
default of any of the terms of this Agreement, after giving five (5) days’ prior written notice to the
other party of the alleged default and upon said defaulting party's failure to cure such breach within
five (5) days after receipt of the notice of default, the non-defaulting party shall have the right to
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pursue any remedy available at law or in equity, including but not limited to, any remedy set forth in
this Agreement.
11. WAIVER OF DEFAULT. Failure to insist upon strict compliance with any of the
terms, covenants and conditions hereof shall not be deemed a waiver of such terms, covenants and
conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one or
more times be deemed a waiver or relinquishment of such right or power at any other time or times.
No waiver shall be valid unless in writing and signed by authorized officers of the parties hereto.
12. TERMINATION. VAI shall have the right to terminate this Agreement at any
time for cause including but not limited to failure to fulfill the obligations of this Agreement by
giving SSCV at least thirty (30) days' prior written notice of such termination. In the event of
such termination, SSCV shall permanently vacate the Premises within five (5) business days of
such termination. If necessary, VAI may exercise self-help to remove SSCV-owned, rented or
other vehicles from the Premises and SSCV shall pay any costs related to such removal upon
receipt of an invoice from VAI.
13. LIMITATION OF SSCV'S AUTHORITY. SSCV shall not have and shall not
represent itself as having authority to act on behalf of or to bind VAI in any manner.
14. DELEGATION/ASSIGNMENT. Neither party may (a) delegate its respective
duties under this Agreement; nor (b) assign this Agreement without the prior written consent of
the other party.
15. SUCCESSORS AND ASSIGNS. Subject to the provisions of Paragraph 13
herein, the terms, covenants and conditions of this Agreement shall be binding on the successors
and assigns of either party.
16. COMPLIANCE WITH LAW/SAFETY PROGRAM. SSCV hereby warrants that
(a) it will utilize the highest professional standards in using the Premises; (b) it will comply with
all applicable laws, ordinances, rules and regulations, whether federal, state, local or otherwise
affecting SSCV's use thereof; and (c) it will be responsible for its own safety program and
compliance with all applicable Occupational Safety and Health Act regulations.
17. NONDISCRIMINATION. During the term of this Agreement, SSCV agrees that
it shall not discriminate: (a) against any employee or applicant for employment because of race,
color, religion, sex, national origin, age or handicap (Ref. Title VII of the Civil Rights Act of
1964 as amended.); and (b) by segregation or otherwise against any person on the basis of race,
color, religion, sex, national origin, age or handicap, by curtailing or refusing to furnish
accommodations, facilities, Programs or use privileges offered to the public generally. (Ref.
Title VI of the Civil Rights Act of 1964 as amended, Section 504 of the Rehabilitation Act of
1973, Title IX of the Education Amendments, and the Age Discrimination Act of 1975.)
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18. NOTICES. Except as otherwise set forth herein, all notices or other
communications relating to this Agreement shall be in writing, and shall be hand delivered or
mailed by first class mail, postage prepaid, to the address of the respective parties as follows:
If to VAI: Vail Associates, Inc.
Attention: Brian McCartney
P.O. Box 7, Internal Box V31
Vail, Colorado 81658
Facsimile: 970.479.4030
bmccartney@vailresorts.com
With a copy to: Vail Associates, Inc.
Attn: Legal Compliance Officer
390 Interlocken Crescent, Suite 1000
Broomfield, Colorado 80021
Facsimile: 303.404.6422
estein@vailresorts.com
Insurance documents sent to: Vail Associates, Inc.
Attention: Jeff Place
P.O. Box 7, Internal Box V88
Vail, Colorado 81658
Facsimile: 970.479.3010
jplace@vailresorts.com
If to SSCV: Ski and Snowboard Club Vail
Attention: Aldo Radamus
598 Vail Valley Drive
Vail, Colorado 81657
Facsimile: 970.476.7287
aradamus@skiclubvail.org
The time of the rendition of such notice or other communication shall be deemed to be the time
when it is personally delivered or three days after mailing via the U.S. Postal Service. Either
party, by notice so given, may change the address to which future notices or other
communications are to be sent.
19. CONFIDENTIALITY. Neither party shall disclose nor permit the disclosure of
any confidential information, except as required in the performance of this Agreement, during
the performance of this Agreement and for three years subsequent to its termination, which
confidential information concerns the other party's operations, activities, business affairs as well
as all such information pertaining to VAI's subsidiaries, affiliates and venture members. Each
party shall require the same confidentiality of its consultants and subcontractors.
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20. ATTORNEYS' FEES. Should litigation or arbitration occur between the parties
relating to the terms, covenants and conditions of this Agreement, all litigation or arbitration
expenses, collection expenses, witness fees, costs and attorneys' fees incurred by the prevailing
party shall be paid by the non-prevailing party to the prevailing party.
21. REMEDIES CUMULATIVE. All the rights and remedies of Buyer under this
Agreement are intended to be distinct, separate and cumulative.
22. MISCELLANEOUS.
a. Severability. If any clause or provision of this Agreement shall be held to
be invalid in whole or in part, then the remaining clauses and provisions, or portions thereof, shall
nevertheless be and remain in full force and effect.
b. Amendment. No amendment, alteration, modification of or addition to this
Agreement shall be valid or binding unless expressed in writing and signed by the parties to be
bound thereby.
c. Captions. The captions of each section are added as a matter of convenience
only and shall be considered of no effect in the construction of any provision of this Agreement.
d. Attorneys’ Fees. If either party hereto shall bring any suit or action against
the other for relief, declaratory or otherwise, arising out of this Agreement, the prevailing party shall
be entitled to and recover against the other party, in addition to all court costs and disbursements,
such sum as the Court may adjudge to be reasonable attorneys' fees.
e. Governing Law and Jurisdiction. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Colorado. Exclusive jurisdiction and venue
for any legal proceedings related to this Agreement shall be in the District Court for Eagle County,
Colorado.
f. Survival. Any and all provisions, rights and obligations of the parties herein
described and agreed to be performed subsequent to the termination of this Agreement shall survive
the termination of this Agreement.
g. Time. Time is of the essence with respect to the performance of each of the
covenants and agreements herein set forth.
h. Review. The parties and their respective counsel have reviewed this
Agreement in its entirety and acknowledge that each has had a full opportunity to negotiate the
Agreement's terms. Therefore, the parties expressly waive any and all applicable common law and
statutory rules of construction that any provision of this Agreement should be construed against the
Agreement's drafter, and agree and affirm that the Agreement and all provisions thereof shall in all
cases be construed as a whole, according to the fair meaning of the language used.
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i. Waiver. Failure to insist upon strict compliance with any of the terms,
covenants and conditions hereof shall not be deemed a waiver of such terms, covenants and
conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one or
more times be deemed a waiver or relinquishment of such right or power at any other time or times.
No waiver shall be valid unless in writing and signed by an authorized officer of VAI.
j. Counterparts; Facsimile Transmission. This Agreement may be executed by
facsimile and/or in any number of counterparts, any or all of which may contain the signatures of
less than all the parties, and all of which shall be construed together as but a single instrument and
shall be binding on the parties as though originally executed on one originally executed document.
All facsimile counterparts shall be promptly followed with delivery of original executed
counterparts.
23. AUTHORITY. This Agreement constitutes a valid and binding agreement of the
parties, enforceable against each in accordance with its terms. To the extent the parties are not
natural persons, the persons executing this document on such party’s behalf have actual power and
authority to bind the corporation or other entity and to execute and deliver this Agreement.
24. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties hereto and supersedes any and all prior agreements, proposals, negotiations and
representations pertaining to the Programs to be performed hereunder
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
respective dates set forth below to become effective as of the day and year first set forth above.
VAIL ASSOCIATES, INC., SKI AND SNOWBOARD CLUB VAIL
a Colorado corporation a Colorado non-profit corporation
By: _______________________________ By: ______________________________
Name: William A. Jensen Name: Aldo Radamus
Title: Senior Vice President Title: Executive Director
Date: _______________________________ Date: ______________________________
Will need an
executed copy
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A-1
EXHIBIT A
(Attached to and forming part of the
Parking Space and Driveway Access License Agreement by and between
Vail Associates, Inc. and Ski and Snowboard Club Vail
dated ___________________, 2007)
Current Agreed Upon Value of Use of Premises
2007 Value of Parking Space and Driveway Access Use:
Six (6) parking spaces at $5,000 each: $30,000
Driveway access use: $ 5,000
Total Donation Value: $35,000
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APPROVED
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