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02-19-2016 U.S. Bank Parking License Agreement(Avon, Colorado] PARKING LICENSE AGREEMENT This Parking License Agreement (tile '*Agreement") is entered into this Vqtday of February —, 2016, between U.S. BANK NATIONAL ASSOCIA] ION ("U.S. Bank") and the Town or Avon ("Licensee"). WHEREAS, Licensee wishes to obtain a license for the use of up to twenty (20) parking spaces in the parking lot located at 15 East Benchmark Road, Avon.. Colorado (the "Parking Lot") as further set forth herein. NOW THEREFORE, in consideration of the mutual covenants contained herein the parties hereto agree as follows: I Tcrrn of Agreement. This agreement shall commence on January 1, 2016, and shall expire on December 31, 2016, and may be terminated by either party at any time provided, however, that the terminating party provides the other party with at least thirty (30) days advance written notice. Premises. Subject to the terms, covenants and conditions contained herein, U.S. Bank grants to Licensee the right to use, in common with others, up to seventeen (17) parking spaces in the Parking Lot as identified on the attached JLL_xhibit A, as well as reasonable access over and across the Parking Lot to access the parking spaces (collectively, the "Premises"), Three (3) spaces, as shown on the attached Exhibit A, will remain dedicated to U.S. Bank. 3. Ilse of Premises. 'Flie Premises shall be used by Licensee only upon request and solely for the parking of automobiles (including cars, trucks, box trucks, trailers and/or semi's), for vehicular and pedestrian ingress and egress to the parking spaces, acid for no other purpose. Such permitted use shall be limited to the hours of 6:00 P.M. through 11:59 P.M. Monday through Friday, from 12:00 P.M. through 11 :59 P.M. on Saturdays, and firom 7:00 AM. To 11:59 P.M. on Sundays. Licensee may request the use of the Premises for use by attendees of events sponsored and hosted bv Licensee. U.S. Bank does not guarantee the availability of the Premises for any such use. Licensee may request in writing the use of the parking for these times on at least two weeks prior notice. Licensor shall grant such use at its sole discretion and that such use shall be subject to all of the terms of the License, and anv other such conditions that U.S. Bank shall reasonably impose 4. License Payments. Licensee shall pay U.S. Bank a license fee equal to $N/A per stall, per month for a monthly total of $N1A, which shall be payable oil the first day of each month during the term of this Agreement, in advance, in lawful motley of the United States. without demand, reduction or offset to U.S. Bank Corporate Properties at SDS 12- 1716,1'.0. Box 86, Minneapolis, MN 55486-1716. (Avon, Coloradol Non - assignment. Licensee's interest herein shall not be assigned, transferred, or granted to any other party. The foregoing notwithstanding, some events may be coordinated through the License by a third party. Any third party use shall be bound to all terns and conditions contained herein. Default. In addition to the termination rights provided herein, U.S. Bank may immediately terminate this Agreement without notice in the event that Licensee defaults on any terms or conditions of the Agreement. In the event Licensee defaults on any terms or condition of this Agreement, U.S. Bank may physically remove any persons, personal property and/or vehicles of Licensee, its employees, customers or guests remaining on the Premises. Said removal shall be at the expense of Licensee. 7. Alterations; Clean -up. Licensee shall not alter, improve, or in any way change or modify the contour or appearance of the Premises. Licensee is responsible for security and clean up related to its use of the Premises, including providing trash receptacles during the any use and walking the Premises after each use in order to remove and trash. Any damage done to the Premises during any use of the Premises by Licensee or its employees shall be repaired at Licensee's sole cost and expense to its original condition or, if necessary, replaced. 8. Hazardous Substance. Licensee shall not place, generate, use or dispose of any Hazardous Substances (defined below) at or upon the Premises or Parking Lot and shall undertake reasonable precautions and actions to insure that no one using the Premises within its authority places, generates, uses or disposes of any Hazardous Substances at or upon the Premises or Parking Lot. Licensee will indemnify and hold U.S. Bank hannless from and against any costs (including reasonable legal costs) arising in connection with the existence of Hazardous Substances that arise out of Licensee's use of the Premises and Parking Lot (whether or not such materials or substances were Hazardous Substances at the time they were brought upon the Premises). The term "Hazardous Substances" includes any substance considered hazardous or toxic under any law or regulation now or hereafter brought into force by any governmental authority having jurisdiction over the Premises. This indemnity shall survive the expiration or other termination of this Agreement. Indemnity. Licensee agrees to indemnify U.S. Bank and hold U.S. Bank harmless from and against any losses, damages or claims, including attorney fees and costs incurred by U.S. Bank for any breach of this Agreement or damage to the Premises arising out of the use of the Premises by Licensee, its customers, invitees, employees, contractors or agents. The terms of this Section 9 shall survive the termination of this Agreement. 10. LigE t . At all times during the term of this Agreement, Licensee shall maintain at its own cost and expense, a policy of commercial general liability insurance, including contractual liability covering its obligations under this Agreement, with a minimum coverage of $1,000,000 per occurrence and not less than $2,000,000 [Avon, Colorado) annual aggregate as to the Premises. The policy shall name U.S. Bank as an additional insured. Such insurance shall be purchased from an insurance company licensed to do business in Colorado, with an A.M. Best rating of not less than A -X, and shall be placed with such company and upon such forms as U.S. Bank shall reasonably approve. Licensee shall promptly provide U.S. Bank with a certificate of insurance as evidence of the above insurance, which shall provide that the insurer will give U.S. Bank at least thirty (30) days written notice prior to any cancellation, non - renewal or material change in coverage. 11. U.S. Bank Not Responsible. U.S. Bank shall not be liable for any losses, damages or claims of Licensee, or its customers, invitees, employees, contractors or agents of Licensee arising out of the use of the above licenses or the use of the Premises. This Agreement shall not constitute a bailment nor shall it create the relationship of bailor and bailee. U.S. Bank shall have the right to post notices of non - responsibility on and about the Premises. Licensee shall reimburse U.S. Bank for the costs of such notices and their installation (and, when appropriate, their removal) within ten (10) days after receiving U.S. Bank's invoice). 12. No Waiver of Governmental Immunity. Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Licensee, its officials, employees, contractors, or agents, or any other person acting on behalf of the Licensee 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. 13. Notices. Any notice or demand permitted or required hereunder shall be deemed given or made if it is deposited in the United States mails certified, return receipt requested, postage prepaid, addressed as follows or sent via facsimile followed by mailed notice: If to U.S. Bank: U.S. Bank National Association 2555 S Colorado Blvd Denver, CO 80222 Attn: Chris Coufal 1 f to Licensee: Town of yori r1 � oZd Attn: -f [Remainder of page intentionally left blank. Signature page follows.] [Avon, Colorado] U.S. Bank and Licensee have executed this Agreement as of the date identified above. U.S. BANK NATIONAL ASSOCIATION By: Its: TOWN OF AVON