08-01-2014 VVF 2015 License Agreement For Lot 5, Filing 1, Village at AvonLICENSE AGREEMENT FOR LOT 5,
FILING 1, VILLAGE (AT AVON), AVON, COLORADO
THIS AGREEMENT is made and entered into as of the 1st day of August, 2014, by and
between the Vail Valley Foundation Youth Foundation ( "VVF "), a non - profit, tax exempt,
charitable organization organized under the laws of the State of Colorado and the Town of Avon,
a Colorado Municipality ( "Avon ") (individually referred to as "Party ") and collectively as the
"Parties ").
RECITALS
WHEREAS, Avon is the owner of Lot 5, Filing 1, Village (at Avon), Avon, Colorado, an
undeveloped lot hereinafter referred to as the ( "Lot ");
WHEREAS, VVF desires to use the Lot before, during and immediately after the 2015
Alpine World Ski Championships ( "AWSC ") for purposes of its transportation headquarters; and
WHEREAS, Avon desires to allow VVF exclusive use of the Lot during the AWSC,
except for areas of the Lot used for Avon snow storage.
NOW THEREFORE, in consideration of the representations, warranties, covenants, and
agreements contained in this Agreement and other valuable consideration, the receipt and
sufficiency of which the Parties hereby acknowledge VVF and Avon hereby agree as follows:
AGREEMENT
1. Grant of License by Avon
Avon grants a license to VVF for the sole and exclusive use of the Lot from January 2,
2015, to February 25, 2015, ( "Term ") subject to the terms and conditions of this
Agreement.
2. Obligations of VVF
(a) VVF shall use the Lot solely for the purpose of operating their transportation
center for the AWSC during the Term.
(b) VVF shall keep the Lot clear of debris and trash during the Term.
(c) VVF shall cause all buses, vehicles, trailers and other materials placed on the Lot
to be removed and shall return the Lot to Avon in substantially the same condition
that it was provided to VVF upon expiration of the Term at no cost to Avon.
(d) VVF shall pay to Avon one dollar at the end of the Term for use of the Lot.
3. Operational Plan
VVF shall use the Lot for the following purposes and in the following manner during the
Term and shall obtain permission from Avon prior to any use which is not described in
this Operational Plan:
(a) The Lot 5 — Attachment delineates the area which is available to VVF during the
term of this License Agreement.
(b) VVF at all times shall not impede the activity of Avon in using the Lot for snow
storage of municipal infrastructure.
(c) VVF shall provide Avon a Lot layout plan by not later than November 1, 2014,
for use of the Lot and include in the plan the Avon snow storage site on the Lot.
(d) VVF may have two (2) temporary trailers for transportation staff to use as its
office in order to take calls, dispatch, have meetings, and keep vehicle keys for
rental fleet.
(e) VVF may operate dispatch operations from 6:00 a.m.to midnight each day
beginning on February 2, 2015 and each day through February 15, 2015.
(f) VVF may access electric, water and sewage on the Lot from the Town, to the
extent these utilities can meet the needs of VVF. If additional utility service is
needed, VVF shall at its sole cost provide these utilities, requesting permission as
required under all applicable local and State rules.
(g) VVF will provide internet connectivity and any radio communications through the
VVF's IT department.
(h) VVF may park at the Lot up to 20 buses, which are being used exclusively for the
transportation needs of moving passengers who are attending the Beaver Creek
Races, Apres Avon events, and/or activities in Vail Village, including lodging in
any of the communities of Avon, Vail or Beaver Creek. Bus engine heaters
requiring not more than 110v will be provided by VVF if service is not available
at the Lot.
(i) VVF may park at the Lot up to 75 Audi brand cars and/or other official vehicles
which are being used exclusively for the 2015 AWSC dignitaries, sponsors or
athletes. No general public passenger vehicles may be parked at the Lot at any
time.
4. VVF will be responsible for snow plowing and maintenance of the Lot, as needed.
VVF may seek help from Avon to keep Lot plowed of snow, however, Avon shall
prioritize its roads, streets, mall areas, sidewalks, paths and other Town -owned
property over the needs of the Lot and, therefore, provide snowplow services
subject to availability of Avon's resources as determined by Avon. Village at
Avon Design Review Board Approval
Section F, of the Village at Avon PUD Guide states:
TEMPORARY USES AND STRUCTURES. Temporary Uses and Structures
shall be allowed in accordance with the substantive and procedural requirements
of the Development Code; provided, however, no Temporary Use or Structure
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shall be permitted unless the Design Review Board approves a
development plan or the applicable Site as evidenced by the issuance
of a certificate of Design Review Board approval affixed to the Application.
VVF shall receive Design Review Board approval no later than November
1, 2014, as stipulated above.
5. Indemnification
VVF shall indemnify Avon and its affiliates (and each of their respective partners,
directors, officers, managers, employees, representatives, agents, volunteers, successors
and assigns) and hold each of them harmless from and against any and all claims,
damages and liabilities, including attorneys' fees and other expenses of defense, arising
from any (a) breach of this Agreement by VVF or (b) litigation, arbitration, governmental
inquiry or other claim or proceeding commenced by any third parry arising from any
activities of VVF hereunder, libel, slander, invasion of privacy, infringement of
copyright, license or other intellectual property, unsafe, hazardous or defective service, or
negligence or wrongful conduct by VVF.
6. Insurance
VVF agrees to procure and maintain, at its own cost, a policy or policies of insurance
protecting against injury, damage or loss occurring on the licensed premises in the
minimum amount of $600,000.00 per occurrence. Such policy or policies shall name
Avon as an "additional insured ". However, the VVF's failure to take such steps to insure
the premises shall not waive, affect, or impair any obligation of the VVF to indemnify or
hold Avon harmless in accordance with this Agreement.
7. Force Maieure
The performance by either Party hereto of its respective non - monetary obligations under
this Agreement shall be excused during the period of time that such performance is delayed
or prevented in whole or in part by acts of God, fire, floods, storms, natural disasters,
explosions, accidents, epidemics, war, act or threat of terrorist activity, emergency, civil
disorder, days(s) of national mourning, failure of facilities or equipment, strikes, lockouts or
other labor difficulties, or any law, rule, regulation, order or other action adopted or taken
by any federal or state government authority, or any other cause not reasonably within such
party's control, whether or not specifically mentioned herein.
8. Entire Agreement
The entire agreement of the Parties is contained herein, and there are no promises,
agreements, representations, warranties, conditions or understanding, either verbal or
written between them, other than as are herein set forth.
9. Miscellaneous
(a) If any provision of this Agreement shall prove to be illegal, invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby.
LICENSE AGREEMENT FOR LOT 5
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(b) Except as herein otherwise provided, no amendment, alteration, modification of or
addition to this Agreement shall be valid or binding unless expressed in writing
and signed by the Party or Parties to be bound thereby.
(e) The covenants, conditions and agreements contained in this Agreement shall bind
and inure to the benefit of VVF and Avon and their respective successors,
representatives, and their assigns.
(d) This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Colorado.
(e) Nothing contained in this Agreement shall be deemed or construed to create a
partnership or joint venture of or between VVF and Avon.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the respective
dates set forth below to become effective as of the date first written above.
TOWN OF AVON
By:
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Title: /own InAn .w
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VAIL VALLEY FOUNDATION
By: _
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Date: �� (7 —/1/
LICENSE AGREEMENT FOR LOT 5
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