No preview available
HomeMy WebLinkAboutC23-307 Habitat for Humanity Vail Valley_license agreementLicense Agreement between Eagle County, Colorado and Habitat for Humanity Vail Valley, Inc. This License Agreement (“Agreement”) is made this _____ day of ____________, 2023 by and between Eagle County, Colorado, a body corporate and politic, acting by and through its Board of County Commissioners (the “County”) and Habitat for Humanity Vail Valley, Inc., a Colorado non-profit corporation (“Habitat for Humanity”). For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Grant of Permission. The County hereby grants permission (which is revocable and terminable as provided below) to Habitat for Humanity to enter onto the Property of the County described below for the purpose of using the License Area (defined below) for storage of thirty- two (32) modular residential units, which shall be stored on cribbing approximately three feet (3’) above the ground consistent with the terms and conditions set forth in this Agreement. No construction materials or other materials shall be stored in conjunction with the modular residential units. Habitat for Humanity shall, at its expense, procure every permit, license, certificate, or other authorization required in connection with Habitat for Humanity’s lawful and proper use of the License Area. This permission is granted for the purpose specified above and no other purpose. Should Habitat for Humanity use or attempt to use the License Area for any other purpose without the prior written consent of the County, the permission granted herein shall terminate immediately. Habitat for Humanity shall be responsible for any snow removal from and on the License Area during the Term as needed for Habitat for Humanity’s use. 2. Term of License. Subject to any earlier termination as provided for herein, the term of this Agreement shall commence effective September 1, 2023, and shall expire at 11:59 P.M. on November 30, 2023 (the "Term"). 3. Inspection and Damages. At the conclusion of Term hereof, Habitat for Humanity shall, at its sole cost and expense, remove from the License Area the modular residential units and all other items placed by Habitat for Humanity on the License Area. On or about November 30, 2023, and after removal of Habitat for Humanity’s property, representatives of the County and Habitat for Humanity shall meet on the License Area to inspect the condition of the License Area and determine whether any repairs are necessary to restore the License Area to the condition that existed prior to Habitat for Humanity’s use of such area during the preceding Term. Habitat for Humanity agrees to restore, at its sole cost and expense, the License Area and all conditions thereof, harmed or damaged by Habitat for Humanity’s use or occupancy of the License Area, ordinary wear and tear excepted, within thirty (30) days of the parties’ inspection or such other date as agreed to by the parties. In the event Habitat for Humanity fails to restore the License Area to the County’s reasonable satisfaction, the County shall have the right to make such repair DocuSign Envelope ID: E46C9431-5E5D-452A-817F-8C683FC0D60C September19th 2 at Habitat for Humanity’s expense, the reasonable amount of which expense Habitat for Humanity shall pay to the County on demand. 4. Description of License Area. The County owns certain real property located in Gypsum, Colorado, more particularly described as the Eagle County Maintenance Service Center, Lot 1, parcel number 2111-054-23-001 and the Eagle County Maintenance Service Center, Parcel A, parcel number 2111-054-23-002 (collectively, the “Property”). The area subject to this Agreement is located on a portion of Parcel A and is approximately 47,979.91 square feet, or approximately 1.101 acres, and is legally described on Exhibit A and generally depicted on Exhibit B, both of which are attached hereto and incorporated herein (the “License Area”). Access to the License Area shall be through a predetermined route through both Lot 1 and Parcel A. Habitat for Humanity shall have at all times the non-exclusive full right of ingress to and egress from the License Area. Habitat for Humanity accepts the License Area in its “as is" condition. The County does not warrant or make any representations, express or implied, relating to the quantity, condition, suitability, or fitness for any purpose whatsoever of the License Area. The County has no liability whatsoever to undertake any repairs, alterations, removal, remedial actions, or other work of any kind with respect to any portion of the License Area. However, the County agrees that it shall maintain the access route across Lot 1 (including snow removal) as reasonably necessary for Habitat for Humanity’s access to the License Area for the use contemplated by this Agreement. 5. License Fee. The permission granted to Habitat for Humanity under this agreement is given to Habitat for Humanity as an accommodation and it shall be without charge. Habitat for Humanity acknowledges the title of the County to the Property and agrees never to assail, resist, or deny such title. 6. Permission Not Exclusive. The permission granted to Habitat for Humanity under this Agreement is exclusive to Habitat for Humanity with respect to use of the License Area only; but Habitat for Humanity acknowledges that any other portion of the Property may be used at any time by the County, by third parties, or by other licensees. Any additional uses of the Property outside of the License Area undertaken or allowed by the County during the Term shall not unreasonably interfere with the Habitat for Humanity’s use as allowed hereunder. 7. Improvements, Buildings, or Structures. Habitat for Humanity shall not alter or make any improvements to the License Area, erect any permanent buildings or other structures on the License Area, or erect, or have erected or installed, or permit to remain on the License Area any temporary structures, fixtures, shelters, or other attachments without the prior written consent of the County, which may be withheld in the County’s sole and absolute discretion. This provision shall not apply to the modular residential units as designated in Section 1 of this Agreement. 8. Habitat for Humanity’s Covenants. In consideration of the grant of the rights hereinabove set forth, Habitat for Humanity covenants and agrees, in addition to the matters set forth above, as follows: (a) Habitat for Humanity shall at all times, at its sole cost and expense, keep the modular DocuSign Envelope ID: E46C9431-5E5D-452A-817F-8C683FC0D60C 3 units stored on the License Area in good condition and repair; (b) Habitat for Humanity shall at all times keep debris, trash, and rubbish clear from the License Area following any activity on the License Area; (c) Habitat for Humanity shall not permit or suffer any disorderly conduct, excessive noise, or nuisance whatsoever about the License Area or to use such License Area in any way so as to interfere with the County’s use of the remainder of the Property other than the License Area or the use thereof by other licensees or permittees of the County; (d) Habitat for Humanity shall not subject or assign this Agreement or any interest therein without the prior written consent of the County which may be withheld for any reason in the sole discretion of the County; (e) Habitat for Humanity expressly covenants and agrees to restore, at its sole cost and expense, the License Area and all conditions thereof, harmed or damaged by Habitat for Humanity’s use or occupancy of the License Area, ordinary wear and tear excepted; and (f) Habitat for Humanity shall neither hold nor attempt to hold the County liable for any injury or damage, either proximate or remote, occurring through or caused by reason of the negligence of any person or party, or any default of any person occupying or using the License Area, nor shall the County be liable for any injury or damage occasioned by any condition of whatsoever kind or nature on the License Area during the Term. 9. Indemnification. Habitat for Humanity shall exercise its privileges under and pursuant to this Agreement at its own risk, and shall indemnify, defend, and hold harmless the County from and against any and all costs, expenses, liabilities, judgments, and claims arising from or in any way related to: (a) the occupation or use of the License Area by Habitat for Humanity or by the licensees, invitees, or guests of Habitat for Humanity; (b) the conduct of Habitat for Humanity’s business or any other activity, work or things done, permitted or suffered by Habitat for Humanity in or about the License Area and the Property; (c) any breach or default in the performance of any obligation on Habitat for Humanity’s part to be performed under the terms of this Agreement; (d) any negligence of Habitat for Humanity or its agents, contractors, or employees related to the use of the Licensed Area, or (e) caused by reason of any condition of the License Area resulting from Habitat for Humanity’s use of the License Area. To the extent permitted by law, Habitat for Humanity shall further indemnify the County from and against all costs, attorneys' fees, expenses, and liabilities incurred by the County in the defense of any such claim or any action brought thereon; and in case any action or proceeding be brought against the County by reason of any such claim, Habitat for Humanity, upon notice from the County, shall defend the same at Habitat for Humanity’s expense by counsel satisfactory to the County. Habitat for Humanity, as a material part of the consideration to the County, hereby assumes all risk of damage to property or injury to persons in, upon or about the License Area arising from any cause other than the negligence of the County or any of the County’s agents, contractors, or employees and Habitat for Humanity hereby waives all claims against the County in respect of the risks assumed. 10. Insurance. Habitat for Humanity shall obtain and maintain during the Term the following insurance, which may be in the form of an Owner Controlled Insurance Program policy: (a) commercial general liability insurance for the protection of Habitat for Humanity and the County and their respective employees, agents, and contractors, as their interests may appear, insuring DocuSign Envelope ID: E46C9431-5E5D-452A-817F-8C683FC0D60C 4 against any liability arising out of the use, occupancy, or maintenance of the License Area (including liability for death, personal injury and property damage), in the combined single limit amount of not less than $1,000,000.00; (b) worker's compensation insurance coverage as required by the statutes of the State of Colorado or any applicable federal or local laws or regulations in effect at any time during the Term for the protection of Habitat for Humanity; and (c) automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of not less than $1,000,000 each accident combined bodily injury and property damage. All insurance required to be carried by Habitat for Humanity under this Section 10 shall be written in a form and by a company qualified to write insurance of such type within the State of Colorado. Upon execution of this Agreement, Habitat for Humanity shall deliver to the County a certificate evidencing that such policy is in effect. Each such policy shall name the County as an additional insured and shall contain provisions that it cannot be cancelled or modified except after 30 days' prior written notice to the County and that the insurer waives its rights of subrogation under such policy as to any claim against the County or Habitat for Humanity. 11. Subordination. This Agreement is subject and subordinate to the terms, reservations, restrictions, and conditions of any existing or future agreements between the County and the United States of America and/or the Federal Aviation Administration, the execution of which has been or may be required as a condition precedent to the transfer of federal rights or property to the County for airport purposes or the expenditure of federal funds for the development of the Eagle County Regional Airport or airport system. 12. Termination. The County reserves the right to terminate this Agreement and the permission granted herein at any time by giving Habitat for Humanity at least ten (10) days' written notice of such termination, except that the County may, at its election, terminate this Agreement immediately without such notice at any time if Habitat for Humanity fails to comply with or abide by each and every provision contained in this Agreement, if Habitat for Humanity willfully or deliberately violates any provisions or conditions of this Agreement, or on the grounds that health, safety, or welfare requires such action. 13. Surrender of License Area. On revocation, surrender, or other termination of the permission granted by this Agreement, Habitat for Humanity shall quietly and peaceably surrender the License Area occupied by Habitat for Humanity in as good condition as such License Area was at the time of Habitat for Humanity’s entry on such License Area, ordinary wear and tear excepted. 14. Damage to Personal Property. The County shall not be responsible for any damage, theft, or vandalism done to the personal property of Habitat for Humanity or the licensees, invitees, or guests of Habitat for Humanity while such property is on the License Area, and Habitat for Humanity shall look exclusively to its own insurance coverage for recovery in the event of any such damage, loss, or theft. DocuSign Envelope ID: E46C9431-5E5D-452A-817F-8C683FC0D60C 5 15. Binding. The parties understand and expressly agree that this Agreement shall bind and benefit the successors and assigns of the parties. 16. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions. 17. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Colorado. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. 18. Notices. All notices or other communications made pursuant hereto shall be in writing and shall be deemed properly delivered, given or served (i) when personally delivered, or (ii) two (2) calendar days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below. Either party may change its address for the purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. Eagle County: Jesse Meryhew Director of Facilities Eagle County, Colorado 500 Broadway P.O. Box 850 Eagle, CO 81631 With a copy to Eagle County Attorney 500 Broadway P.O. Box 850 Eagle, CO 81631 Habitat for Humanity: Emily Peyton Director of Special Projects P.O. Box 4149 Avon, CO 81620 19. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this DocuSign Envelope ID: E46C9431-5E5D-452A-817F-8C683FC0D60C 6 Agreement. Modification of this Agreement shall be binding only if in writing and signed by each party. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: E46C9431-5E5D-452A-817F-8C683FC0D60C 7 COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Kathy Chandler-Henry, Chair Attest: By: _________________________________ Regina O’Brien, Clerk to the Board HABITAT FOR HUMANITY VAIL VALLEY, INC. By:________________________________ Print Name:_________________________ Title: ______________________________ DocuSign Envelope ID: E46C9431-5E5D-452A-817F-8C683FC0D60C Executive Director John Welaj 8 EXHIBIT A LEGAL DESCRIPTION DocuSign Envelope ID: E46C9431-5E5D-452A-817F-8C683FC0D60C LICENSE FOR PARCEL A, EAGLE COUNTY MAINTENANCE CENTER HABITAT STORAGE LICENSE A License for Habitat for Humanity Vail Valley, Inc. storage within Part of Parcel A, Second Amended Exemption Plat, EAGLE COUNTY MAINTENANCE SERVICE CENTER, according to the recorded Plat at Reception No. 200727259, dated October 11, 2007, located in part of Section 5, T5S, R85W of the 6th P.M., Eagle County, State of Colorado. For: Eagle County Facilities. LEGAL DESCRIPTION A License for Habitat for Humanities storage within part of Parcel A, Second Amended Exemption Plat, Eagle County Maintenance Service Center, according to the recorded Plat at Reception No. 200727259, recorded on October 11, 2007, Eagle County, Colorado described as follows: That part of Parcel A, said subdivision, being; The East 165.00 feet of the West 690.00 feet thereof. Both the east and west lines of License boundary are parallel with the West line of said Parcel A. Area = 47979.91 square feet, 1.101 acres. Together with an easement across that part of Lot 1, and said Parcel A, of said plat as described above and in License Agreement. Kelly L. Miller Colorado Professional Land Surveyor No. 37958 500 Broadway, Eagle, CO 81631-0850 Date: NOTICE: According to Colorado law you must commence any legal action based upon any defect in this survey within three years after you first discovered such defect. In no event, may any action based upon any defect in this survey be commenced more than ten years from the date of the certification shown hereon. DocuSign Envelope ID: E46C9431-5E5D-452A-817F-8C683FC0D60C 9 EXHIBIT B GENERAL DEPICTION OF LICENSE AREA DocuSign Envelope ID: E46C9431-5E5D-452A-817F-8C683FC0D60C DocuSign Envelope ID: E46C9431-5E5D-452A-817F-8C683FC0D60C