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HomeMy WebLinkAboutC17-261 SOS OutreachEAGLE COUNTY OPEN SPACE USE AGREEMENT THIS AGREEMENT (this "Agreement") is entered into between SOS Outreach, a Colorado nonprofit corporation ("SOS Outreach") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). SOS Outreach and the County will be collectively referred to as the "Parties." WHEREAS, the County owns certain parcels of real property known as "Duck Pond Open Space" located in the County of Eagle (the "Property"); and WHEREAS, the Property is encumbered by a Conservation Easement held by the Eagle Valley Land Trust ("EVLT") to protect the public recreation opportunities and open space values associated with the Property; and WHEREAS, SOS Outreach seeks to use the Property for support services and as the finish point for the Colorado -Eagle River Ride event on July 22, 2017 (the "Event"); and WHEREAS, SOS Outreach expects nearly 500 Event participants, staff, volunteers and spectators (hereinafter collectively "Event Participants") will use the Property at different times during the Event; and WHEREAS, EVLT, who under the terms of the Conservation Easement, must provide approval for use of the Property for Special Events, has provided written approval authorizing use of the Property for the Event under the terms of this Agreement; and WHEREAS, County desires to authorize SOS Outreach and the SOS Event Participants to use the Property under the terms of this Agreement; and WHEREAS, this Agreement shall govern the use of the Property by SOS Outreach and SOS Event Participants. NOW, THEREFORE, in consideration of the foregoing and the following promises the Parties agree as follows: I. License for Use of the Property. County grants to SOS Outreach, as host and organizer of the Event, a non-exclusive, revocable license to use the Property for the Event. SOS Outreach may use the Property to setup the Event on July 21, 2017. On July 22, 2017, the Property may be used by SOS Outreach and Event Participants for support services, placement of temporary restroom facilities, the loading and unloading of bicycles, as a finish area for the Event, and other related uses. There shall be no fee for use of the Property under this Agreement. H. SOS Outreach Representations and Responsibilities. a. SOS Outreach shall monitor Event Participants' use of the Property during the Event and ensure compliance with all posted rules, laws, codes, statutes, ordinances and other requirements under this Agreement. b. SOS Outreach shall be responsible for appropriate disposal of all trash, refuse, and disposable materials associated with the Event, all of which must be removed before sunset on July 22, 2017. C17-261 c. SOS Outreach may set up temporary tents and tables at Property, and within parking lots at Property, but must not disturb orderly flow of traffic through parking lots. SOS Outreach must remove all tents, tables, temporary restroom facilities, personal property, Event vehicles, and return the Property to its original condition, no later than July 23, 2017. In the event SOS Outreach fails to restore the Property to the County's reasonable satisfaction, County shall have the right to make such removal at SOS Outreach's expense, the amount of which expense SOS Outreach shall pay to County on demand. d. SOS Outreach acknowledges that its and Event Participants right to use the Property under this Agreement is not exclusive and SOS Outreach shall not inhibit the use of the Property by other members of the public. e. SOS Outreach shall be responsible for any risk of loss occurring to property it stores or locates on the Property under this Agreement, including any damage, theft or vandalism done to the personal property of the Event Participants, invitees or guests of SOS Outreach which is stored or located on the Property. SOS Outreach shall be responsible for all costs associated with damage to the Property resulting from the Event or caused by an Event Participant and shall pay to the County on demand the cost for any expense necessary to restore or repair the Property from damage resulting from the Event or caused by an Event Participant. III. Additional Terms a. Governing law: This Agreement shall be governed by the laws of the State of Colorado. Any action arising out this Agreement shall be brought in the courts of Eagle County, Colorado. b. Assumption of Risk. SOS Outreach assumes all risk of loss associated with use of the Property by Event Participants, including, without limitation, property damage, and all risk of personal injury, including but not limited to death, attributable to any cause other than the gross negligence or unlawful conduct of County. SOS Outreach agrees that it is familiar with the condition of the Property and the suitability of the Property for its intended use for the Event. c. Insurance. SOS Outreach shall maintain, at its sole cost and expense, general liability insurance naming Eagle County as additional insured, in the minimum amount of $1,000,000 per injury and $2,000,000 per occurrence for coverage of claims for damages arising from use of the Property for the Event, including but not limited to personal injury and death, property damage, and other damages imposed by law upon the Parties hereto. The Certificate of Insurance shall contain the following language: "Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers are Additional Insureds under the commercial general liability policy of insurance." A Certificate of Insurance consistent with these requirements is attached hereto as Exhibit A. Eagle County does not waive any immunity afforded by law. d. Indemnification: SOS Outreach shall indemnify and hold harmless County and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, use of the Property for the Event, this Agreement, or are based upon any performance or nonperformance by SOS Outreach; and SOS Outreach shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or Pa action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the SOS Outreach or the use of the Property for the Event. This paragraph shall survive expiration or termination hereof. e. Assignment: This Agreement is not assignable or transferable without written consent from the County, which may be withheld at the County's sole discretion. f. Severability: Each provision of this Agreement is distinct and separate. Therefore, any decision by a court under which any of the provisions contained in this Agreement is declared null, invalid, or unenforceable, shall in no way affect the validity, nature, or enforceability of any other provision. g. Modifications: This Agreement may be amended or modified only if such amendment or modification is set forth in a written instrument executed by both parties. h. No Waiver. The failure of County to insist upon a strict compliance with any of the obligations, covenants and agreements herein contained or the failure of the County to exercise the option, privilege or right herein contained shall in no way be construed to constitute a waiver or relinquishment or release of such obligation, covenant or agreement and no forbearance by the County or any default hereunder shall in any manner be construed as constituting a waiver of such default by County. L Notices. All notices and other communications required or permitted to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given: (i) when personally delivered, (ii) after being sent by overnight delivery service (such as Federal Express), or (iii) after being sent by United States Postal Service, postage prepaid, certified mail, return receipt requested to the addresses below: if to County: Eagle County Open Space P.O. Box 850 500 Broadway Eagle, Colorado 81631 phillip.kirkman@ea lg ecyunty.us If to SOS Outreach: Martin Tarantino SOS Outreach P.O. Box 2020 Avon, CO 81620 mt arantino @ sosoutreach. or phone: 970-926-9292 x116 j. Merger Clause: This Agreement, including any documents incorporated into it by reference, represents the complete agreement of the parties and supersedes any and all prior agreements. 3 k. Relationship of the Parties. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master -servant, partnership, joint venture or any other relationship between County and SOS Outreach except that of Licensor/Licensee. SCS Outreach shall have no authority to bind County. Termination. County reserves the right to terminate this Agreement and the permission granted herein at any time by giving SCS Outreach at least ten (10) days' written notice of such termination, except that County may, at its election, terminate this Agreement immediately without such notice at any time if SOS Outreach fails to comply with or abide by each and every provision contained in this Agreement, or on the grounds that health, safety or welfare requires such action. Attest: By: Regina O'Brien, Clerk to the Board COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMM v.c B ,7w ���� Y 7illian H. Ryan, Chair SOS OUTREACH 4 1-b- 1- 4 e - Martin Tarantino Operations Coordinator SOSOUTR-01 STRUJIL ,4cor2o CERTIFICATE OF LIABILITY INSURANCE DATE(MWDDNYYY) 7/7/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BYTHE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and condition sof the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER HUB International Insurance Services (COL) 1125 17th Street. Suite 900 Denver. CO 80202 INSURED SOS Outreach PO Box 2020 Avon, CO B1620 COVERAGES CERTIFICATE NUMBER: CONTACT Stephanie Trujillo NAME: _ PHONE No. Ext): (303) 813^4206 (AIC. !!SURER F ,ANBnce of Nonprofits for InslrB m Risk Retention Group (AM REVISION NUMBER: 312-8182 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR TYPEOFR45URANCE ADDL SUBR IblaD mugPOLY NUhIBER POLICY EFF POLICY EXP LIMITS LTRA X COMMERCIAL GENERAL LIABILrrY CLAIMS -MADE ][ OCCUR x 2017-20339 04/16/2017 W16/2018 EACH OCCURRENCE 11000,000 DAMAGE TO RENTED J500,000 ISES (Ea occurrence) _ MED EXP [Any one person 20,000 PERSONAL& ADV INJURY 11000,000 GENERAL AGGREGATE 2,000,000 GEN'LAGGR ATE LIMITAPPLIES PER: POLICY JpT Fx—] LOC PR ❑ - COMPIOP AGG $ 2,000,000 Llgwr Llah 11000,000 HER' A AUTpiIOBILE LIABILn91 COM BIN ED8INGLE UMIT 11000,000 [Ea accide X ANY AUTO 2017-20339 04/16/2017 04/16/2018 BODILY INJURY PDemon) OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJU RY[Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOSONLY PROPERTY DAMAGE LNBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS -MADE AGGRE TE DED RETENTION$ B WORKERS COMPENSATION x PER ITF OTH- STATI -T ANO EMPLOYERS' LIABILITY Y 1 N ANY PRDPRIETDRIPARTNERiERIEXECUTIVE ❑ DFFICER;MEMBER EXCLUDED? (Mandatory In NH) NIA 402. 0M 07/01/2017 07/01/2018 E.L. EACH A I❑ENT 100,000 ' E.L. DISEASE - EA EMPLOYE 100,000 If yes, describe under 4500,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPE RATIO NSI LOCATIONS 1 VEHICLES (ACORD 101, AdditianoI Remarks Schedu I-, may be attached If more space Is required) Re: Colorado -Eagle River Ride. Eagle County, its associated or affiliated entitles, Its successors and assigns, elected officials, employees, agents and volunteers are Additional Insureds under the commercial general liability policy of insurance. See attached endorsement. Eagle County 450 Miller Ranch Road Edwards, CO B1631 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORED REPRESENTATIVE ACORD 25 (2016,'03) C 1966-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 2017-20339 COMMERCIAL GENERAL LIABILITY Named Insured: SOS Outreach CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person{s} or organization{s} shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 fl Insurance Services Office, Inc., 2012 Page 1 of 1