01-27-2015 Prater Lane Play School Revocable License AgreementREVOCABLE LICENSE AGREEMENT
THIS LICENSE AGREEMENT ( "Agreement ") is entered into on January 27, 2015
between the TOWN OF AVON, a Colorado home rule municipality (the "Town "), whose address
is One Lake Street, P.O. Box 975, Avon, Colorado 81620 and THE VAIL CORPORATION, a
Colorado corporation as owner and operator of PRATER LANE PLAY SCHOOL ( "Licensee")
whose address is c/o VRDC, PO Box 959, Avon, Colorado 81637, Attn: VRDC Legal,
RECITALS
A. The Town is the owner of Tract G, Benchmark at Beaver Creek, according to the recorded
plat thereof.
B. A certain area within Tract G is generally depicted on the attached Exhibit A (the "Town
Property ") and designated thereon as " Tenced Area" which is approximately 67 feet by 40 feet in
size and which is delineated by an approximately four foot tall iron railing fence.
C. Such Fenced Area is adjacent to and used in concert with a unit contained within that
certain mixed use building commonly known as The Seasons at Avon building (the "Seasons
Building ").
D. Licensee desires to enter into this License Agreement so that it may use the Town Property
for the purpose of the construction, reconstruction, operation, use and maintenance of certain
improvements on the Town Property for an outdoor play area related to children's day care
activities (the "Prater Lane Playground').
E. The Town has determined that Prater Lane Playground is a public benefit which provides a
safe and secure outside playground for children and is in the best interest of the health, safety and
welfare of the greater Avon community.
F. The Town has no immediate plans for the use of the Town Property and is willing to allow
the Prater Lane Playground use until such time as the Town has plans for the Town Property.
G. The Town and Licensee hereby acknowledge and agree a portion of the Prater Lane
Playground is on the Seasons Building land and is not subject to this Agreement.
AGREEMENT
NOW THEREFORE, for and in consideration of the recitals and the mutual covenants,
conditions and promises contained herehi, the parties hereto agree as follows:
1. For and in consideration of a fee of $10.00 and other good and valuable consideration, the
Town hereby grants to Licensee a license on the Town Property for the Prater Lane Playground use
for the Term (defined below). The grant of this license is made subject to the right of the Town to
control the hours of use on the Town Property and to impose limitations on its use in comrection
Vail Corporation -Town of Avon License Agreement: Prater Lane
January 27, 2015
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with construction of the Main Street Mall Project and the ongoing maintenance of Main Street Mall
and Tract G, provided, however, daring the Term, the Town agrees not to disrupt or halt operations
of the Prater Lane Playground between the hours of 7:30 am to 5:30 pm, Monday through .Friday of
each week except for temporary emergency repair, replacement or maintenance of utilities which
may exist under the Prater Lane Playground. Nothing in this Agreement shall waive or modify
any obligation to seek building permits, variances, or other approvals necessary to inept any
obligation imposed by law. The Licensee remains obligated to apply for and obtain all necessary
permits and approvals, pay all required fees, and comply with all applicable local laws, including
but not limited to the provisions of the Avon Municipal Code.
2. The Licensee expressly agrees to, and shall, indemnify and hold harmless the Town and any
of its officers, agents, or employees from any and all claims, damages, liability, or court awards,
including costs and attorney's fees that are or may be awarded as a result of any loss, injury or
damage sustained or claimed to have been sustained by anyone, including but not limited to, any
person, firm, partnership, or corporation, in comnection with or arising out of any omission or act of
commission by the Licensee or any of its employees, agents, partners, or lessees, in encroaching
upon the Town Property. hr particular and without limiting the scope of the foregoing agreement
to indemnify and hold harmless, the Licensee shall indemnify the Town for all claims, damages,
liability, or court awards, including costs and attorney's fees that are or may be awarded as a result
of any loss, injury or damage sustained or claimed to have been sustained by anyone, including but
not limited to, any person, fine, partnership, or corporation, in connection with or arising out of
any claim in whole or in part that all or any portion of the improvements permitted by this
Agreement constitutes a dangerous and /or unsafe condition within a public right -of -way.
3. . The Licensee agrees that the Town is not liable, and will not assume any liability,
responsibility, or costs, for any damage, maintenance or repair of any improvements erected or
maintained by the Licensee under this Agreement.
4. During the Term, Licensee shall maintain in effect Cormnercial General Liability insurance
with limits of TWO MILLION DOLLARS ($2,000,000) per occurrence and TWO MILLION
DOLLARS ($2,000,000) aggregate. The policy shall include coverage for bodily injury, broad
form property damage (including completed operations) and personal injury (including coverage
for contractual and employee acts). The policy shall include the Town as an additional insured and
shall include a provision requiring the insurer to give the Town thirty (30) days notice prior to
cancellation. Certificates of insurance issued by the insurer shall be filed with the Town within ten
(10) days after the date this Agreement is entered into by Licensee, and this Agreement shall not be
effective until such certificate is received and approved by the Town.
5. Licensee shall keep and maintain the Town Property in a good, clean and healthful
condition, making repairs as necessary at its sole cost and expense, Licensee shall be responsible
for snow removal at its sole cost and expense. Licensee may, with consent of the Town staff and at
its sole cost and expense, at any time and from time to time make such alterations, changes,
replacements, improvements and additions to the Town Property as it may deem desirable. Any
such replacements, improvements and additions shall comply with applicable law and ordinance,
including the Americans with Disabilities Act.
Vnll Corporal ion- Townof Avou License Agreement: Praterrane
January 27, 20 r5
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6. The term of this Agreement shall cormnence as of the date first written above and shall
terminate the earlier of (i) the day that Licensee no longer operates a children's day care facility
within the Seasons Building or (ii) the Town has provided the Termination Notice (defined below)
to Licensee in the year immediately proceeding the Town's comrnencement of construction for that
portion of the Main Street Project which would prohibit and preclude the use of the Prater Lane
Playground under this Agreement, and the Expiration Date (defined below) has occurred (the
"Term"). Written notice of termination of this Agreement from the Town shall be given to
Licensee no later than September i in any given year (the "Termination Notice ") and expiration of
the License will be effectuated on July 1 of the following year (the "Expiration Date"). Upon
termination, and if required by the Town, Licensee shall restore the Town Property to its original
condition.
7. 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 above, or at such other address as has been previously furnished in writing to the other party
or parties. Such notice shall be deemed to have been given when deposited in the U.S. Mail.
8. All terms and conditions of this Agreement are considered material. In the event that either
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 written notice of such default, and if the defaulting party fails, neglects or refiises
for a period of more than sixty (60) days thereafter to cure 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,
9. The waiver by any party to this Agreement of a breach of any term or provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach by any party,
10. This Agreement shall not be assigned by the Licensee without the prior written consent of
the Town which may withhold its consent for any reason; provided that the Town encourages the
Licensee to inform any purchaser of the Licensee's property of the existence of this Agreement and
the Town will promptly consider any request by the Licensee for assignment of this Agreement to
such subsequent purchaser.
11. It is the intent of this Agreement that the Town shall incur no cost or expense attributable to
or arising from the construction, maintenance, or operation of the improvements permitted by this
Agreement and that, in all instances, the risk of loss, liability, obligation, damages, and claims
associated with the encroaclunent shall be boric by the Licensee. This Agreement does not
confer upon the Licensee any other right, permit, license, approval, or consent other than that
expressly provided for herein and this Agreement shall not be construed to waive, modify, amend,
or alter the application of any other federal, state, or local laws, including laws governing zoning,
land use, property maintenance, or nuisance.
Vail Corporation-Town of AvmtT.kense Agreement: Prater Lurie
Jonuary 27, 2015
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12. Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any
governmental immunity that may be available by law to any party, its officials, employees,
contractors, or agents, or any other person acting on behalf of a party and, in particular,
governmental immunity afforded or available pursuant to the Colorado Governmental Immunity
Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes.
[Signature page follows]
Vail Corporallon- Town of Avon License Agreement; Prater Lano
January 27, 2015
Pago 4 of 5
THE VAIL CORPORATION
a Colorado corporation
BYc
Sr. Vice President and COO - WdYG'
STATE OF COLORADO )
) ss.
COUNTY OF EAGLE )
Subscribed and sworo to before me this 9"�4— day of rte , 201-0y
Sr. Vice President and COO - V*B44The Vail Corporation, a Colorado
corporation.
fffcial seal,
RAM,W. S0"
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20134006946
r
,STATE
-
._ _ c 2117
TOWN OF AVON
By: 5 r L
e ie Fancher, Mayor
ATTEST:
-h-dyr l
Debbie Hoppe, TWn Clerk
STATE OF COLORADO )
ss.
COUNTY OF EAGLE )
My commission expires:: !
N tary Public
APPROVED AS TO
Eric J: Hel , Town Attorney
The foregoing document was subscribed and sworn to before me this 0 day of
by Jennie Fancher as Mayor of the Town of Avon.
My commission expires: 10
Notar PubJy'c
Vail Corporation-Town of Avon Llcenm Agreement: Prater Lane
January 27, 2015
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