No preview available
HomeMy WebLinkAboutC24-005 BGV Edwards Construction, LLC_license agreementLicense Agreement between Eagle County, Colorado and BGV Edwards Construction, LLC This License Agreement (“Agreement”) is made on _______________, by and between Eagle County, Colorado, a body corporate and politic (the “County”) and BGV Edwards Construction, LLC (“BGV Edwards”), a Colorado limited liability company. 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. Description of License Area. The County owns certain real property located at 32525 U.S. Highway 6, Edwards, Colorado 81632, parcel number 2105-062-00-003 (the “Property”). The area subject to this Agreement is located on the eastern portion of the Property and includes only the existing driveway access from U.S. Highway 6 along the eastern boundary of the Property (the “Driveway”) and the associated area containing fifteen green rectangles as depicted on Exhibit A, attached hereto and incorporated herein (the “License Area”). Access to the License Area shall be directly from U.S. Highway 6 utilizing the Driveway depicted on Exhibit A. BGV Edwards 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 Driveway or the License Area. 2. Grant of Permission. The County hereby grants permission (which is revocable and terminable as provided below) to BGV Edwards and the licensees, invitees, or guests of BGV Edwards engaged in construction at the Fox Hollow Planned Unit Development (collectively “BGV Edwards”) to enter onto the Property for the sole purpose of using the License Area for the daily parking of up to fifteen (15) passenger vehicles in the location of the green rectangles depicted in Exhibit A. No parking shall occur in any other location in the License Area, on the Property or along U.S. Highway 6, and no overnight parking or storage of vehicles is permitted. No construction equipment, construction or other materials, or construction debris or trash shall be stored or staged on the Property or in the License Area. BGV Edwards shall, at its expense, procure every permit, license, certificate, or other authorization required in connection with BGV Edwards’s lawful and proper use of the License Area. This permission is granted for the purpose specified above and no other purpose. Should BGV Edwards 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. 3. Term of License. Subject to any earlier termination as provided for herein, the term of this Agreement shall commence upon the execution of this Agreement and shall expire at 11:59 P.M. on April 1, 2024 (the "Term"). DocuSign Envelope ID: 3B8105FA-D77A-49E8-9575-D1256281969F 1/3/2024 2 4. Inspection and Damages. At the expiration of the Term, BGV Edwards shall remove or cause to be removed all vehicles parked in the License Area. BGV Edwards agrees to restore, at its sole cost and expense, the License Area and all conditions thereof, harmed or damaged by BGV Edwards’ use or occupancy of the License Area, ordinary wear and tear excepted. On or about April 1, 2024, representatives of the County and BGV Edwards shall meet on the License Area to inspect the condition of the License Area and determine whether any work is necessary to restore the License Area to the condition that existed prior to BGV Edwards use of such area during the Term. In the event the County reasonably determines restoration of the License Area is required, BGV Edwards shall perform such restoration, at its sole cost and expense, within thirty (30) days of the parties’ inspection or such other date as agreed to by the parties. In the event BGV Edwards fails to restore the License Area to the County’s reasonable satisfaction, the County shall have the right to make such repair at BGV Edwards’ expense, the amount of which expense BGV Edwards shall pay to the County on demand. 5. License Fee. In consideration of the grant of the rights set forth above, BGV Edwards agrees to pay to the County the sum of $1.00 (the “License Fee”) for the Term of this Agreement. 6. Permission Not Exclusive. The permission granted to BGV Edwards under this Agreement is not exclusive to BGV Edwards with respect to use of the License Area by the County, by third parties or other licensees. Any additional uses of the License Area undertaken or allowed by the County during the Term shall not unreasonably interfere with BGV Edwards’ use as allowed hereunder. BGV Edwards further understand and agrees that use of the License Area by BGV Edwards shall not interfere with access to, use of or demolition of the existing cabin on the Property or other County uses of the Property. 7. Improvements, Buildings, or Structures. BGV Edwards 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. Notwithstanding the foregoing, BGV Edwards agrees to install a lockable access gate across the Driveway prior to commencement of its use of the License Area. BGV Edwards agrees to provide the County with the access code and/or a key to the lock upon installation of the gate. 8. BGV Edwards’ Covenants. In consideration of the grant of the rights hereinabove set forth, BGV Edwards covenants and agrees, in addition to the matters set forth above, as follows: (a) BGV Edwards shall at all times, at its sole cost and expense, keep the License Area in good condition; (b) BGV Edwards shall at all times keep debris, trash, and rubbish clear from the License Area; (c) BGV Edwards 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 Property or of the License Area; (d) BGV Edwards shall not subject or assign this Agreement or any interest therein without the prior written consent of the DocuSign Envelope ID: 3B8105FA-D77A-49E8-9575-D1256281969F 3 County which may be withheld for any reason in the sole discretion of the County; (e) BGV Edwards shall be responsible for removal of snow and/or ice from the License Area as reasonably necessary for the use contemplated by this Agreement; (f) BGV Edwards shall not interfere with the County’s or the public’s use of the existing Eagle Valley Trail bike path running along the southern boundary of the Property; and (g) BGV Edwards 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. BGV Edwards 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 Property or the License Area by BGV Edwards or by the licensees, invitees, or guests of BGV Edwards; (b) the conduct of BGV Edwards’ business or any other activity, work or things done, permitted or suffered by BGV Edwards in or about the Property or the License Area; (c) any breach or default in the performance of any obligation on BGV Edwards’ part to be performed under the terms of this Agreement; (d) any negligence of BGV Edwards or its agents, contractors, or employees related to the use of the Property or the License Area, or (e) caused by reason of any condition of the Property or License Area resulting from BGV Edwards’ use of the Property or License Area. BGV Edwards 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, BGV Edwards, upon notice from the County, shall defend the same at BGV Edwards’ expense by counsel satisfactory to the County. BGV Edwards, 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 BGV Edwards hereby waives all claims against the County in respect of the risks assumed. 10. Insurance. BGV Edwards 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 BGV Edwards and the County and their respective employees, agents, and contractors, as their interests may appear, insuring against any liability arising out of the use, occupancy, or maintenance of the Property or 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 BGV Edwards; and (c) automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit DocuSign Envelope ID: 3B8105FA-D77A-49E8-9575-D1256281969F 4 of not less than $1,000,000 each accident combined bodily injury and property damage. All insurance required to be carried by BGV Edwards 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, BGV Edwards 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 BGV Edwards. 12. Termination. The County reserves the right to terminate this Agreement and the permission granted herein at any time by giving BGV Edwards at least seven (7) 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 BGV Edwards fails to comply with or abide by each and every provision contained in this Agreement, if BGV Edwards 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, BGV Edwards shall quietly and peaceably surrender the License Area occupied by BGV Edwards in as good condition as such License Area was at the time of BGV Edwards’ 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 vehicles or personal property of BGV Edwards or the licensees, invitees, or guests of BGV Edwards while such vehicles or property are on the License Area, and BGV Edwards shall look exclusively to its own insurance coverage for recovery in the event of any such damage, loss, or theft. 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) DocuSign Envelope ID: 3B8105FA-D77A-49E8-9575-D1256281969F 5 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: Bill Gibson Community Development Director 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 BGV Edwards, LLC: Graham Frank PO. Box 568 Breckenridge, CO 80424 gfrank@breckgv.com 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 Agreement. Modification of this Agreement shall be binding only if in writing and signed by each party. [Remainder of page left intentionally blank] DocuSign Envelope ID: 3B8105FA-D77A-49E8-9575-D1256281969F 6 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its County Manager By:______________________________ Jeff Shroll, County Manager BGV Edwards, LLC By:________________________________ Print Name:_________________________ Title: ______________________________ DocuSign Envelope ID: 3B8105FA-D77A-49E8-9575-D1256281969F Graham Frank Member BGV Edwards LLC 7 EXHIBIT A GENERAL DEPICTION OF LICENSE AREA DocuSign Envelope ID: 3B8105FA-D77A-49E8-9575-D1256281969F Gate and Signage Fox Hollow Parking Fox Hollow RdHIGH W A Y 6 FOX HOLLOW Exhibit A DocuSign Envelope ID: 3B8105FA-D77A-49E8-9575-D1256281969F