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HomeMy WebLinkAboutC24-254 Colorado Mountain College_shift bike LICENSE AGREEMENT BETWEEN COLORADO MOUNTAIN COLLEGE AND EAGLE COUNTY, COLORADO FOR OPERATION OF THE SHIFT BIKE REGIONAL ELECTRIC BIKE SHARE PROGRAM THIS LICENSE AGREEMENT (“License Agreement” or "Agreement") is effective as of ____________ by and between Colorado Mountain College, a local college district (“CMC”), and Eagle County, Colorado, a body corporate and politic ("County"). RECITALS WHEREAS, County maintains a series of bike-share stations throughout the County in conjunction with operation of the Shift Bike regional electric bike share program; and WHEREAS, County desires to place a Shift Bike station on CMC property at the location identified in Exhibit A (the “License Area”) to provide Eagle County residents and CMC students with access to the Shift Bike share program; and WHEREAS, CMC has agreed to grant County permission to use the License Area for the purpose of installing and maintaining a public Shift Bike station in accordance with, and subject to, the terms of this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and following promises, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CMC and County agree as follows: 1. Grant of License. CMC hereby grants and conveys to County a non-exclusive license over and across the License Area for the purpose of installation, maintenance, and operation of a Shift Bike station for public use and all other uses which are in support of operation of a Shift Bike station (the “License”). 2. Term. This Agreement shall commence as of the date of this Agreement and shall continue until 11:59 p.m. on November 15, 2024. terminated in accordance with the provisions of this Agreement. 3. Limitations and Conditions. The License shall be subject to existing easements, rights of way, and other conditions, covenants or restrictions of record affecting the License Area. The License granted by this Agreement is non-exclusive and CMC reserves the right to use for itself and to grant for others rights-of-way over, under, across or through the License Area herein granted so long as additional uses of the License Area undertaken or allowed by the CMC during the Term shall not unreasonably interfere with County’s use as allowed under the License. 4. Installation and Maintenance. The Shift Bike station equipment shall be deemed and remain the personal property of County and any of County’s contractors or vendors. Construction, including installation, replacement of or significant alterations to the Shift Bike station will be the sole responsibility of County. County agrees to be responsible for all ongoing necessary repair and maintenance associated with the use of the Shift Bike station. 5. Insurance. During the Term hereof, County shall, at its expense, carry comprehensive liability insurance with regard to the use of the License Area as described herein in the amount of the maximum DocuSign Envelope ID: 058675FB-0AF9-4B62-9BBA-F139B42401A2 6/4/2024 exposure of County under the Colorado Governmental Immunity Act, § 24-10-101, et seq., C.R.S., as from time to time amended. 6. Governmental Immunity. Each Party is relying on and does not waive or intend to waive by any provision of this Agreement, the applicable monetary limitations or any other rights, immunities, defenses, and protections provided by the Colorado Governmental Immunity Act, § 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise available to either Party or their officers or employees. 7. Default and/or Termination. All terms and conditions of this Agreement are considered material. In the event that any Party defaults in the performance of any of the covenants or agreements to be kept, done or performed by and under the requirements of this Agreement, the non-defaulting Party shall give the defaulting Party 14 days written notice of such default, and if the defaulting Party fails, neglects, or refuses for a period of more than 14 days thereafter to make good or perform the default, then the non-defaulting party, without further notice, may, in addition to any other remedies available to it, terminate all rights and privileges granted in this Agreement and this Agreement shall be of no further force or effect. If the non-defaulting Party elects to treat this Agreement as being in full force and effect, the non-defaulting Party shall have the right to an action for specific performance or damages or both. Upon termination of this Agreement, County or its contractors or vendors agree to restore the License Area and all conditions thereof harmed or damaged by County or its contractors or vendors use or occupancy of the License Area, ordinary wear and tear excepted. Notwithstanding the provisions of this Section, either Party reserves the right to terminate this Agreement and the permission granted herein at any time by giving at least thirty (30) days' written notice of such termination to the other Party. 8. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently given for all purposes if sent by certified or registered mail, postage and fees prepaid, addressed to the Party to whom such notice is intended to be given at the address set forth on the signature page below, or at such other address as has been previously furnished in writing to the other Party. Such notice shall be deemed to have been given when deposited in the U.S. Mail. 9. Jurisdiction, Venue, and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 10. Assignment. The Agreement and the obligations herein may not be assigned without the express written consent of the opposing party. Any attempt to assign this Agreement without such consent shall be void. This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. 11. No Third-Party Beneficiaries. Nothing herein expressed or implied is intended or should be construed to confer or give to any person or entity other than CMC or County and their respective successors and assigns, any right, remedy or claim under or by reason hereof of by reason of any covenant or condition herein contained. 12. Severability. If any portion of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction, such portion shall be deemed severable and its invalidity or its unenforceability shall not affect the remaining provisions; such remaining provision shall be fully DocuSign Envelope ID: 058675FB-0AF9-4B62-9BBA-F139B42401A2 severable and this Agreement shall be construed and enforced as if such invalid provision had never been inserted into this Agreement. 13. Amendments. This Agreement may be amended, modified, changed, or terminated in whole or in part only by written agreement duly authorized and executed by both CMC and County. 14. Entire Agreement. This Agreement represents the full and complete understanding of CMC and County and supersedes any prior agreements, discussions, negotiations, representations or understandings of County and Licensee with respect to the subject matter contained 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. 15. No Joint Venture or Partnership. 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 CMC and County. CMC shall have no authority to bind County. // Remainder of Page Intentionally Left Blank // DocuSign Envelope ID: 058675FB-0AF9-4B62-9BBA-F139B42401A2 ATTEST: COUNTY OF EAGLE, STATE OF COLORADO, by and through its BOARD OF COUNTY COMMISSIONERS BY: _________________________ BY: _________________________ Clerk to the Board of County Matt Scherr, Chair COLORADO MOUNTAIN COLLEGE BY: _________________________ _________________________ _________________________ DocuSign Envelope ID: 058675FB-0AF9-4B62-9BBA-F139B42401A2 Director of Purchasing & Contracts Julie Hanson EXHIBIT A LICENSE AREA DocuSign Envelope ID: 058675FB-0AF9-4B62-9BBA-F139B42401A2 EXHIBIT A DocuSign Envelope ID: 058675FB-0AF9-4B62-9BBA-F139B42401A2