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HomeMy WebLinkAboutC07-288 Mervyn Lapin_leaseLICENSE AGREEMENT THIS License Agreement is made and entered into effective this 1St day of September, .. 2007 between MERVYN,L!'LAPIN, whose address is 232 W. Meadows Drive, Vail, Colorado 81657 (hereinafter referred to as "Lapin") and EAGLE COUNTY, by and through its Board of County Commissioners (hereinafter referred to as "Eagle County" or "Licensee"). Eagle County and Lapin shall collectively be referred to as the Parties. WITNESSETH: WHEREAS, Lapin owns two (2) parcels of property in Vail Colorado commonly and collectively known as 2212 Vermont Ct and 2100 Vermont Ct (hereinafter referred to as "Property"). WHEREAS, Eagle County is desirous of constructing a graded access to and thereafter utilizing portions of said Property for a staging area, helicopter landing area, and removal area in relation to its wildfire mitigation efforts in the surrounding areas near or adjacent to the Property, as more particularly identified in the attached Exhibit "B" and incorporated herein. WHEREAS, Lapin is willing to grant a non-exclusive license to Eagle County for specific uses of the Property for such endeavors under the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the terms and covenants stated herein, including the license fee amount, the sufficiency of which is hereby acknowledged, Lapin and Eagle County agree as follows: ARTICLE I Premises Lapin hereby grants this License to Eagle County, and Eagle County, as Licensee, hereby accepts from Lapin the License right to access and utilize the Property, as more fully depicted in the attached legal description as Exhibit "A" and incorporated herein. ARTICLE II Term The term of this License is two (2) years from September 1, 2007 to August 31, 2009 unless revoked or terminated earlier as specified herein. In no event shall this Agreement be renewed for a period beyond this term, unless mutually agreed to in writing by the Parties. ARTICLE III Fee Eagle County agrees to pay Lapin a fixed amount of Ten and No/100 U. S. Dollars ($10.00) as the full, non-refundable amount for the term of this Agreement. By executing below, Lapin acknowledges receipt of this fee. ARTICLE IV Insurance Licensee agrees at Licensee's sole and exclusive expense to maintain in full force during the License Term, comprehensive general liability and property insurance for the benefit of Lapin, which will cover Eagle County and Lapin against liability for injury to persons and/or property, and death of any person or persons occurring in or about the Property. Each policy shall be approved as to form by Lapin. The liability under such insurance shall not be less than $1,000,000 for any one person injured or killed, and not less than $2,000,000 for any one accident and not less than $1,000,000 property damage. The policies shall name as insured parties Eagle County and Lapin and any persons, firms or corporations designated by Lapin. Such policies shall insure against liability arising from any action by third parties who access, use or work on the Property by or through Licensee. A copy of the policy or a certificate of insurance shall be delivered to Lapin prior to any access or use hereunder. ARTICLE V Indemnification 1. Eagle County acknowledges that it uses the Property at its own, sole risk. Eagle County hereby releases Lapin from liability for any costs, losses or damages of any nature whatsoever which Eagle County or its employees, agents, representatives, invitees, contractors or others may suffer as a result of its use of the Property, except for the willful misconduct of Lapin. Additionally, to the extent allowed by law, Licensee and its contractees will indemnify Lapin and save Lapin harmless from and against any and all liability for any costs, losses or damages of any nature whatsoever suffered or alleged to be suffered by any third party (including Eagle County's members, directors, officers, employees, independent contractors and agents) as a result of Licensee's use of the Property. In case Lapin shall be made a party to any litigation commenced by or against Licensee, then Eagle County shall fully protect and hold Lapin harmless and pay all costs, expense, and attorney's fees, incurred or paid by Lapin in connection with such litigation. 2. Notwithstanding the above, Eagle County does not waive or intend to waive, the monetary limitations, or any other rights, immunities and protections provided by the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as from time -to -time amended or as otherwise available to Eagle County, its commissioners, officers and employees, all of which rights, immunities and protections Eagle County expressly retains. ARTICLE VI Site Work / Additional In -Kind Consideration 1. As consideration for the use of the Property, Licensee agrees to clear-cut, remove and dispose (off-site) those trees in a Project Area substantially similar to that shown on the attached Exhibit "C" and incorporated herein. 2. Eagle County shall also, at its sole cost and expense, construct (i) a driveway entrance from a public right-of-way to and from the Property, which drive shall be built to emergency service provider standards for grade and width, (ii) a skid trail, (iii) silt fencing, and (iv) a helicopter landing area, all at locations substantially similar to those shown on the attached Exhibit "M and incorporated herein. 3. Prior to or upon expiration of this License, Eagle County shall (i) restore the Property to its pre -license condition (except with respect to improvements and tree removal contemplated hereby), (ii) re -vegetate the skid trail and (iii) remove all equipment, debris or other non -affixed materials from the Property, whether placed there by Licensee or by Licensee's agents. ARTICLE VII Prohibited Uses 1. Eagle County will not use, occupy, or permit the Property or any part thereof to be used or occupied for any unlawful or illegal business, use, or purposes, or for any use or purposes not expressly permitted hereby without the prior written consent of Lapin. 2. Tenant shall not operate any other types of businesses or activities other than those identified herein. ARTICLE VIII Assignment Eagle County shall not assign this Agreement nor any interest herein, or permit the use of the Property by any person or persons other than Eagle County or those it has contracted with to perform the functions identified herein without Lapin's prior written consent. Lapin may assign this License Agreement to any successor, assignee or purchaser of fee title to the Property. ARTICLE IX Access to Premises Lapin and Lapin's authorized representative, representatives, agents, guests and invitees shall have the right to enter upon the Property at all reasonable hours (and in emergencies, at all times) to inspect the same and for any lawful purpose provided such entry does not substantially interfere with Licensee's use rights hereunder. Lapin agrees to provide Licensee with reasonable oral or written notice whenever Lapin deems necessary to enter upon the Property. ARTICLE X Abandonment and Default Upon abandonment, lack of exercise or delinquency by Eagle County in the performance of or compliance with any of the obligations of Eagle County contained in this Agreement, which failure remains uncured for a period of ten (10) days after written notice thereof from Lapin, shall constitute a default of this Agreement by Eagle County. ARTICLE XI Termination 1. This Agreement may be terminated upon the occurrence of any of the following: a. Default of either Party in performance of its obligations hereunder; b. Completion or abandonment of the wildfire mitigation project prior to the expiration of the Term; 2. Upon the conclusion of this Agreement pursuant to this Article or pursuant to expiration of the stated Term, Eagle County shall peacefully surrender the Property to Lapin, and Lapin upon or at any time after any such expiration, may, without further notice, peaceably reenter the Property and take control of the same. 3. No such termination of this Agreement shall relieve Eagle County's liability, insurance, indemnity and other obligations under this Agreement. ARTICLE XII Waiver One or more waivers of any covenant or condition by Lapin shall not be construed as a waiver of a subsequent breach of the same or any other covenant or condition, and the consent or approval by Lapin to or of any act by Licensee requiring Lapin's consent or approval shall not be deemed to waive or render unnecessary Lapin's consent or approval to or of any subsequent similar act by Licensee. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by Lapin. ARTICLE XIII Notices 1. All notices to be given with respect to this Agreement shall be in writing. Each notice shall be sent by registered or certified mail, postage prepaid and return receipt requested, to the party to be notified at the following address or at such other address as either party may from time to time designate in writing. Licensee/Eagle County: Eagle County Attn: Eric Lovegren 500 Broadway P.O. Box 850 Eagle, CO 81631 Tel: 970 328-8700 Licensor/Lapin: Mervyn L. Lapin Attn: Eric Eves 232 West Meadow Drive Vail, CO 81657 Tel: 970 331-8617 2. Every notice shall be deemed to have been given at the time it shall be deposited in the United States mail in the manner prescribed herein. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. ARTICLE XIV Attorney's Fees & Waiver of Right to Jury In the event of any litigation or other action or proceeding between the parties hereto arising out of the performance or nonperformance of this Agreement, or enforcement of any rights or remedies hereunder, including any indemnities herein contained, the prevailing party shall be entitled in such litigation, action or proceeding to also recover as part of any judgment, award or other relief, its reasonable attorney's fees and costs incurred. Lapin and Eagle County expressly waive any right, which either may have to trial by jury of any dispute arising under this Agreement relating to the issues of termination of this Agreement and rights to possession of the Premises. ARTICLE XV Entire Agreement, Amendments This Agreement, with attachments, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written statements, understandings or correspondence, if any, with respect thereto. This Agreement may be amended only by one or more Amendments executed in the same manner as this Agreement. ARTICLE XVI Miscellaneous Provisions 1. If any portion of this Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. 2. This Agreement and all agreements herein contained shall bind the parties hereto and their heirs, personal representatives, successors and assigns. 3. This Agreement shall be construed in accordance with the laws of the State of Colorado. The parties stipulate and consent to the exclusive jurisdiction and venue of the District Court, Eagle County, Colorado, in any civil action that might arise under this Agreement. 4. The signatories below hereby represent and warrant that they have full authority to enter into this Agreement on behalf of the real parties in interest. 5. No agent, employee, contractee or volunteer of Eagle County shall be deemed an agent, employee, contractee or volunteer of Lapin. Likewise, no agent, employee, contractee or volunteer of Lapin shall be deemed an agent, employee, contractee or volunteer of Eagle County. 6. Lapin shall be provided copies of all contracts, agreements and related materials issued or entered into by Eagle County with third parties for work hereunder. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. LICENSEE: COUNTY BEAGLE, STATE OF COLORADO By and o its Board of County Commissioners By: Menconi, Chairman AT Un Clerk to the Board of mmissioners LICENSOR: By: �41 Me j,apin STATE OF COLORADO ) ) ss. COUNTY OF 1 The foregoing was acknowledged before me this day of 2007, by Am M. Menconi, Licensee and Chairman of the Board of County Commissioners of the County of Eagle, State of Colorado. Witness my hand and official seal. My commission expires: Notary Public STATE OF COLORADO ) ) ss. COUNTY OF 1 The foregoing was acknowledged before me this Mery Lapin, Licensor. Witness my hand and official seal. My commission expires: day of 2007, by Notary Public N ti { ��. , ♦..4 � � :off EXHIBIT A Parcel 1: 2212 Vermont Ct; Parcel ID: 210314103017; SUB Highlands Meadows; Lot 26 Parcel 2: 2100 Vermont Ct; Parcel ID 210314102018; SUB Highlands Meadows; Tract C �► 202h t' s IV 2Gj 202k 202p 202} 202e _ �•�'. 202 _ 2020 �� ' W ;ti a - 1 r s �• 1 � . • - +.. �' � � � i � /t cam.. . • CC a �. �� r arm .. •4 �, • ^' a �,. ::, R �-: of � �� -� A• ,� jw_W +�, #► "` • .fir- ,y 4 � � {a �w t 1 . -.or- 44- 41 a w ca a 2 r .� _ � �- i, "�+ � +::: '� � . A 'R 7:." y ♦' "vim � - •ice # *. � � • . ��.«. • .. ;+� .r: +�.'p4F +� 4. pcHiert