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HomeMy WebLinkAboutCondition 13 - License Agreement DRAFTPage 1 of 5 REVOCABLE NON-EXCLUSIVE SIDEWALK LICENSE AGREEMENT This Revocable Non-Exclusive Sidewalk License Agreement (“Agreement”) is made and entered into this 6th day of February, 2017, by and between Partners III LLC (“Licensee”), whose address is 75 Buckskin Dr., Carbondale, Colorado 81623, and the Board of County Commissioners of Garfield County, State of Colorado, whose address is 108 8th Street, Suite 213, Glenwood Springs, Colorado 81601 (“Licensor”). (Licensee and Licensor shall be referred to individually as “Party” and collectively as “Parties” in this Agreement.) RECITALS A. Licensee is the owner of that certain property known as the Buffalo Valley Apartments which is located on approximately 2.2 acres of land as more particularly described in a deed found at Reception Number 835572 in the records of the Garfield County Clerk and Recorder (the “Property”). The Property is located within unincorporated Garfield County in the Commercial Limited Zone District, approximately one mile south of Glenwood Springs, Colorado, located off of County Road 154, with an address of 3637 Highway 82. B. Licensor is a body politic and corporate of the State of Colorado whose powers are exercised by the Board of County Commissioners pursuant to C.R.S. §§ 30-5-125 and 30- 11-103. C. Licensor owns and maintains County Road 154 in Garfield County (the “Roadway”). D. As part of Licensor’s approval of a land use change permit for the Property, the Parties entered into an Improvements Agreement recorded as Reception Number _________________ in the records of the Clerk and Recorder in Garfield County (the “Improvements Agreement”) whereby Licensee agreed to construct and maintain a sidewalk on the Roadway. E. Licensee desires to obtain a revocable non-exclusive license over and across the Roadway for sidewalk purposes as described herein. F. Licensor finds it in the best interest of the public to grant a non-exclusive license to Licensee for the purposes described herein and subject to the limitations set forth below. G. In consideration of the mutual promises set out in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree to be bound by the terms of this Agreement. AGREEMENT 1. Recitals Incorporated. The foregoing recitals are hereby incorporated herein by this reference. Page 2 of 5 2. Grant of License. Pursuant to the terms, conditions, and limitations of this Agreement, Licensor hereby grants to the Licensee, a revocable, non-exclusive license to encroach upon the Roadway and construct and maintain a sidewalk for pedestrian and bicycle access to the Property (“License”) in the location more particularly described in the attached Exhibit “A” incorporated herein by this reference (the “Sidewalk Area”). 3. Covenants by Licensee. Licensee hereby covenants to maintain the Sidewalk Area in good and safe condition, construct and maintain the Sidewalk Area in accordance with the Garfield County Road and Bride standards, and ensure that the Sidewalk Area remains clear of debris and litter. All maintenance costs for the Sidewalk Area shall be the sole responsibility of Licensee. 4. Termination. The License shall terminate and be of no further force or effect upon any of the following occurrences: (a) violation of the terms of this Agreement and the failure to cure within thirty (30) days of receipt of written notice from Licensor of such violation, provided, however, if the nature of such violation is such that it cannot reasonably be cured within such period and if such violation does not present an immediate threat to the health or safety of the public, then Licensee shall not be in default so long as Licensee is diligently proceeding to cure such violation; (b) sole determination by Licensor that the uses described herein are no longer appropriate for the Sidewalk Area (Licensor shall provide Licensee a thirty (30) day notice to vacate the Sidewalk Area in the event such determination is made); (c) violation of the terms and conditions of the Improvements Agreement; or (d) as mutually agreed between the Parties. 5. Licensee’s Duties in the event of Termination. In the event this Agreement is terminated for any reason, Licensee agrees to return the Sidewalk Area to as nearly as practical to the condition that the Sidewalk Area was in prior to any use by Licensee, normal wear and tear excepted unless otherwise agreed to by Licensor. 6. Ownership. Licensee acknowledges that the Sidewalk Area is owned by the Licensor, and Licensee waives any claim to ownership of the Sidewalk Area whether in fee, adverse possession, or any other right, title, or interest therein, other than established pursuant to the terms of this Agreement. Further, Licensee expressly acknowledges that, except for activities occurring within the Sidewalk Area, Licensee has no right to control activities occurring in the Roadway. 7. License Not Exclusive. This License is not exclusive to Licensee, and Licensee shall have the privilege hereunder only of occupying such portion of the Roadway as is necessary to accomplish the purposes hereunder set forth. Licensor shall have the right to enter upon the Sidewalk Area for its own purposes, or to permit others to enter upon the Roadway and Sidewalk Area. 8. Indemnification of Licensor. Licensee agrees to defend and hold Licensor harmless from and against any and all claims, suits, actions, debts, damages, costs, charges, and expenses, including court costs and attorney fees, and against all liability, loss, and Page 3 of 5 damage of any nature whatsoever that Licensor shall or may at any time sustain due to the use, maintenance or negligent acts or omissions in the use of the Sidewalk Area by Licensee, Licensee’s agents, tenants, sub-licensees, invitees, or third party. 9. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the life of the License property and commercial general liability insurance acceptable to Licensor, which insurance shall at a minimum have a combined single limit of One Million Dollars ($1,000,000) for each occurrence and an aggregate limit of at least Two Million Dollars ($2,000,000) and name the Licensor as an additional insured. 10. No Partnership. It is understood and agreed that nothing herein contained shall be considered as in any way constituting a partnership between Licensor and Licensee. 11. Compliance with Applicable Law. Licensee warrants and agrees that Licensee and Licenseee’s contractors, subcontractors, agents, and invitees will comply with any and all laws, ordinances, orders, rules, regulations, standards, licensing requirements or otherwise of any state, federal, or local authority or agency thereof, now in force and effect, or which may be passed, enacted, issued, revised, required or promulgated hereinafter, incident to, arising out of or in any way connected with the utilization of the License and Sidewalk Area and/or any activities conducted under, pursuant to or by virtue of this Agreement. 12. Governing Law. This Agreement is governed by and interpreted under the laws of the State of Colorado. 13. Notice. If any notice be required hereunder, it shall be sufficient if served to the following addresses: If to Licensor: Garfield County Board of County Commissioners 108 8th Street, Suite 213 Glenwood Springs, CO 81601 If to Licensee: Partners III, LLC c/o Norman Bacheldor 75 Buckskin Dr. Carbondale, CO 81623 CC: Ryan Jarvis Beattie, Chadwick & Houpt LLP 932 Cooper Ave. Glenwood Springs, CO 81601 Page 4 of 5 14. Amendment and Assignment. This Agreement may be amended by the Parties solely through a written agreement signed by both Parties. This Agreement may not be assigned by either party. 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed the same instrument. Facsimile or photographic signatures of either party to this Agreement or subsequent modifications thereto, shall be effective for all purposes. 16. Governing Law, Venue and Survival. The laws of the State of Colorado shall govern the validity, performance and enforcement of this Agreement. Should either party institute legal action for enforcement of this Agreement, venue of such action shall be in Garfield County, Colorado. 17. Whole Agreement. This Agreement sets forth the whole agreement of the Parties. No representations, either verbal or written, shall be considered binding on either party to the extent not set forth herein. 18. Captions. The captions in this Agreement are inserted only for the purpose of convenient reference and are in no way to define, limit or prescribe the scope or intent of this Agreement or any part thereof. 19. Authority. Each person signing this Agreement represents and warrants that the individual is fully authorized to enter into and execute this Agreement and to bind the Party it represents to the terms and conditions thereof. 20. Severability. Should any provision of this Agreement be found to be in conflict with any law of the United States or the State of Colorado or to otherwise be unenforceable, the remaining provisions shall be deemed severable and the validity of such shall not be affected provided that the remaining provisions can be construed in substance to constitute the agreement which the parties intended to enter into under this Agreement. 21. No Waiver of Governmental Immunity. Nothing herein shall be deemed a waiver of the Colorado Governmental Immunity Act for Licensor. C.R.S. § 24-10-101 et seq. The Parties have executed this Agreement on the date first set forth above. [Intentionally left blank. Signature blocks on the next page] Page 5 of 5 LICENSOR: BOARD OF COUNTY COMMISSIONERS ATTEST: GARFIELD COUNTY, STATE OF COLORADO ____________________________ _________________________________________ Clerk to the Board JOHN MARTIN, CHAIR Board of County Commissioners Garfield County, Colorado LICENSEE: ________________________________________ STATE OF COLORADO ) ) ss. COUNTY OF GARFIELD ) The foregoing instrument was acknowledged before me this ____ day of ______________, _______, by _________________________ as __________ of ___________________________. MY COMMISSION EXPIRES: _______________________ _______________________________ Notary