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HomeMy WebLinkAboutC02-137 Berry Creek Equestrian Center62, AN AGREEMENT OF TEMPORARY LICENSE FOR ACCESS THIS AGREEMENT, made this ;i'day of , 2002, between Edwards Station Association, a Colorado non profs oration (hereinafter the "Edwards Station Association"), as grantor, Eagle County (hereinafter the "County"), a political subdivision of the State of Colorado, its successor(s) in interest, and the Berry Creek Equestrian Center (the "Equestrian Center"), as grantees. Edwards Station Association, the County and the Equestrian Center are collectively referred to herein as the "Parties". WITNESSTH: THAT for consideration of the covenants and agreements herein set forth, the sum of TEN DOLLARS ($10.00), and other good and valuable consideration paid by the County to Edwards Station Association, the receipt and adequacy of which is hereby acknowledged, Edwards Station Association hereby grants to the County and the Equestrian Center, its successors and assigns, a temporary nonexclusive license for access (the "License"), twenty feet in width, over and across a portion of Edwards Station Association's property in Eagle County, Colorado, the exact location of which is shown on Exhibit A, consisting of one page attached hereto and incorporated by reference herein. The License shall inure to the benefit of the Equestrian Center subject to the conditions set forth herein. The License shall automatically terminate and revert to Edwards Station Association, its successor in interest or assigns, on December 31, 2002, or on the date access to the Equestrian Center- is available via Miller Ranch Road, whichever is earlier. Neither this document nor any other evidence of the License shall be recorded in the public records of Eagle County. The sole purpose of the License is to provide access to the Equestrian Center for the staff members of the Equestrian Center, the owners of animals boarded at the Equestrian Center and a limited number of guests of the owners and staff members of the Equestrian Center. Use of the License shall not include granting access to the Equestrian Center for public functions or events, including without limitation, rodeos, charity benefits or equestrian competitions and the Equestrian Center hereby agrees that no such event shall be held during the term of the License. The Equestrian Center hereby agrees to provide a copy of Exhibit A to all of its employees and patrons who will use the path of access granted by this License and shall notify them of the location of the access route, that the route of access is one-way and shall take other reasonable measures to insure that they use the access route accordingly. Edwards Station Association, its successors, assigns, tenants, guests and invitees shall have an equal right to the use of the access area granted by this License and neither Edwards Station Association nor the Equestrian Center shall interfere with the other's use thereof. The County, at the County's sole expense, shall construct a ramp, bridge and/or O 'Y transition road between the curb of the paved parking lot of Edwards Station Association and the Equestrian Center and shall return the access area granted by this License to its original condition upon termination of the License, or as soon thereafter as reasonably possible. Nothing contained herein shall authorize the County or any person or entity acting with or on behalf of the County to subject any portion of the License to mechanics' liens and the County shall indemnify and hold Edwards Station Association, harmless from all liens which arise or are asserted as the result of work done on the access area granted by this License. The Equestrian Center shall and does hereby indemnify and save Edwards Station Association, Edwards Station. LLC, a Delaware limited liability company, Edwards Station Operating LLC, a Delaware limited liability company, Nick's Quick Oil & Lube, LLC, a Colorado limited liability company, Colorado Mountain Express, LLC, a Delaware limited liability company, and Wend Colorado Partnership, a Colorado general partnership (collectively the "Indemnitees") harmless from all claims for damages, regarding bodily injury, death, or for damage to property, and from liens arising from the use of, on, or over the access area granted by the License by or at the direction of the County or the Equestrian Center. The Equestrian Center shall provide comprehensive general insurance coverage in the aggregate amount of five million dollars $5,000,000 for said indemnification, which shall include the obligation to defend the Indemnitees against all claims, whenever made, which arise from the County's or the Equestrian Center's use of the License and shall furnish proof of insurance in the form of a certificate of insurance or binder which identifies the Indemnitees as the insureds for the period the License is in existence. It is understood that creating a License for access on or over the property of Edwards Station Association may eliminate certain parking spaces utilized in the ordinary course of business by Colorado Mountain Express, LLC (CME). The County and the Equestrian Center hereby give permission and grant a license to CME to park vans or other vehicles on the premises leased by the Equestrian Center during the time the License is in existence. The County shall, to the extent permitted by law, and without the County waiving any rights under the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et al, indemnify, and save and hold harmless the Indemnitees against all claims and liability for damages, loss or expense caused by any injury or death to any person or damage to property resulting from the intentional or negligent acts or omissions of the County to the extent that loss or damage results from the County's use of the temporary access License described herein. The parties hereto agree that neither has made or authorized any agreement with respect to the subject matter of this instrument other than expressly set forth herein, and no oral representation, promise, or consideration different from the terms herein contained shall be binding on either party, or its agents or employees hereto. All of the covenants herein contained shall be binding upon and inure to the benefits of the Parties hereto, their respective heirs, personal representatives, successors and assigns. This grant of temporary License is subject to all prior liens, encumbrances, easements, restrictions, reservations and rights of way affecting Edwards Station Association's property. This Agreement may be executed in separate counterparts, each of which shall be deemed original and all of which when taken together shall constitute one Agreement. It shall be fully executed when each party whose signature is required has signed at least one counterpart even though no one counterpart contains the signatures of all parties. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. ATTEST: Sara J. Fisher, Clerk and Recorder INC. STATE OF Colorado Z ) SS. COUNTY OF Eagle I EAGLE COUNTY, COLORADO, STATE OF COLORADO, by and through its OARD OF COUNTY OMMISSIONERS %-,jaa limn "COUNTY" EDWARDS STATION ASSOCIATION, By: _ Name: Title: "EDWARDS STATION" The foregoing instrument was acknowledged before me by as Representative of Edwards Station Association, Inc., this day of 92002. Notary Public My Commission Expires: BERRY CREEK EQUESTRIAN CENTER By: Name: Title: "Equestrian Center" STATE OF Colorado I ) SS. COUNTY OF Eagle I The foregoing instrument was acknowledged before me by as Representative of Berry Creek Equestrian Center this day of , 2002. Notary Public My Commission Expires: E:IClients\EWPartners\Edwards Station\Berry Crk access esmnt-1CLN.doc DISTRIBi -- &TION Originals to: Contract Book 2. 99,02-ts- —to ---------- ----------