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HomeMy WebLinkAboutC24-426 Salvation Army_license agreementLicense Agreement between Eagle County, Colorado and the Salvation Army This License Agreement (“Agreement”) is made on ______________ , by and between Eagle County, Colorado, a body corporate and politic, acting by and through its Board of County Commissioners (the “County”), and the Salvation Army. 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 the Salvation Army to enter onto the Property of the County described below for the purpose of using the License Area (defined below) for the storage of one (1) modular unit in six (6) separate sections. The modular unit sections 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 unit sections. The Salvation Army shall, at its expense, procure every permit, license, certificate, or other authorization required in connection with the Salvation Army’s lawful and proper use of the License Area. This permission is granted for the purpose specified above and no other purpose. Should the Salvation Army 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. The Salvation Army shall be responsible for any snow removal from and on the License Area during the Term as needed for The Salvation Army use. 2. Term of License. Subject to any earlier termination as provided for herein, the term of this Agreement shall commence effective October 1, 2024, and shall expire at 11:59 P.M. on October 1, 2025 (the "Term"). 3. Inspection and Damages. At the conclusion of Term hereof, the Salvation Army shall, at its sole cost and expense, remove from the License Area the modular unit sections and all other items placed by the Salvation Army on the License Area. On or October 1, 2025, and after removal of the unit sections, representatives of the County and the Salvation Army 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 the Salvation Army’s use of such area during the preceding Term. The Salvation Army agrees to restore, at its sole cost and expense, the License Area and all conditions thereof, harmed or damaged by the Salvation Army’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 the Salvation Army fails to restore the License Area to the County’s reasonable satisfaction, the County shall have the right to make such repair at the Salvation Army’s expense, the reasonable amount of which expense the Salvation Army shall pay to the County on demand. 4. Description of License Area. The County owns certain real property located in Edwards, Colorado, more particularly described as the 032525 HWY 6, Lot 4, parcel number 2105-062- 00-003 (the “Property”). The area subject to this Agreement is legally described on Exhibit A Docusign Envelope ID: 8BC4D1D1-1534-4480-BFB5-34E749870DE0 10/11/2024 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 directly from U.S. Highway 6 utilizing the pre-existing gravel driveway depicted in Exhibit B. The Salvation Army shall have at all times the non-exclusive full right of ingress to and egress from the License Area. The Salvation Army 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 4 (including snow removal) as reasonably necessary for the Salvation Army access to the License Area for the use contemplated by this Agreement. 5. License Fee. The permission granted to the Salvation Army under this agreement is given to the Salvation Army as an accommodation and it shall be without charge. The Salvation Army 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 the Salvation Army under this Agreement is exclusive to the Salvation Army with respect to use of the License Area only; but the Salvation Army 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 Salvation Army use as allowed hereunder. 7. Improvements, Buildings, or Structures. The Salvation Army 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 unit sections as designated in Section 1 of this Agreement. 8. The Salvation Army Covenants. In consideration of the grant of the rights set forth herein, the Salvation Army covenants and agrees, in addition to the matters set forth above, as follows: (a) the Salvation Army shall at all times, at its sole cost and expense, keep the modular unit sections stored on the License Area in good condition and repair; (b) the Salvation Army shall at all times keep debris, trash, and rubbish clear from the License Area following any activity on the License Area; (c) the Salvation Army 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) the Salvation Army shall not subject or assign this Agreement or any interest therein without the prior written consent of the County, which consent may be withheld for any reason in the sole discretion of the County; (e) the Salvation Army expressly covenants and agrees to restore, at its sole cost and expense, the License Area and all conditions thereof, harmed or damaged by the Salvation Army use or occupancy of the License Area, ordinary wear and tear excepted; and (f) the Salvation Army shall neither hold nor attempt to hold the County liable for any injury or damage, either Docusign Envelope ID: 8BC4D1D1-1534-4480-BFB5-34E749870DE0 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. The Salvation Army 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 the Salvation Army or by the licensees, invitees, or guests of the Salvation Army ; (b) the conduct of the Salvation Army business or any other activity, work or things done, permitted or suffered by the Salvation Army in or about the License Area and the Property; (c) any breach or default in the performance of any obligation on the Salvation Army part to be performed under the terms of this Agreement; (d) any negligence of the Salvation Army 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 the Salvation Army use of the License Area. To the extent permitted by law, the Salvation Army 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, the Salvation Army , upon notice from the County, shall defend the same at the Salvation Army’s expense by counsel satisfactory to the County. The Salvation Army, 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 the Salvation Army hereby waives all claims against the County in respect of the risks assumed. 10. Insurance. The Salvation Army 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 The Salvation Army 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 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 the Salvation Army; 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 the Salvation Army 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, the Salvation Army 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 the Salvation Army. Docusign Envelope ID: 8BC4D1D1-1534-4480-BFB5-34E749870DE0 11. Termination. The County reserves the right to terminate this Agreement and the permission granted herein at any time by giving the Salvation Army 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 the Salvation Army fails to comply with or abide by each and every provision contained in this Agreement, if the Salvation Army willfully or deliberately violates any provisions or conditions of this Agreement, or on the grounds that health, safety, or welfare requires such action. 12. Surrender of License Area. On revocation, surrender, or other termination of the permission granted by this Agreement, the Salvation Army shall quietly and peaceably surrender the License Area occupied by the Salvation Army in as good condition as such License Area was at the time of the Salvation Army entry on such License Area, ordinary wear and tear excepted. 13. Damage to Personal Property. The County shall not be responsible for any damage, theft, or vandalism done to the personal property of the Salvation Army or the licensees, invitees, or guests of the Salvation Army while such property is on the License Area, and the Salvation Army shall look exclusively to its own insurance coverage for recovery in the event of any such damage, loss, or theft. 14. Binding. The parties understand and expressly agree that this Agreement shall bind and benefit the successors and assigns of the parties. 15. 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. 16. 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. 17. 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 Docusign Envelope ID: 8BC4D1D1-1534-4480-BFB5-34E749870DE0 P.O. Box 850 Eagle, CO 81631 With a copy to Eagle County Attorney 500 Broadway P.O. Box 850 Eagle, CO 81631 The Salvation Army: Will Raihl Will.Raihl@usw.salvationarmy.org 18. 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 INTENTIONALLY LEFT BLANK] Docusign Envelope ID: 8BC4D1D1-1534-4480-BFB5-34E749870DE0 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 BOARD OF COUNTY COMMISSIONERS By: ______________________________ Matt Scherr, Chair Attest: By: _________________________________ Regina O’Brien, Clerk to the Board THE SALVATION ARMY By:________________________ Printed Name:______________________ Title:_______________________ Docusign Envelope ID: 8BC4D1D1-1534-4480-BFB5-34E749870DE0 Will Raihl Divisional Operations Director EXHIBIT A LEGAL DESCRIPTION Docusign Envelope ID: 8BC4D1D1-1534-4480-BFB5-34E749870DE0 Docusign Envelope ID: 8BC4D1D1-1534-4480-BFB5-34E749870DE0 Docusign Envelope ID: 8BC4D1D1-1534-4480-BFB5-34E749870DE0 EXHIBIT B GENERAL DEPICTION OF LICENSE AREA Docusign Envelope ID: 8BC4D1D1-1534-4480-BFB5-34E749870DE0