09-14-2014 Seasons-Lettuce Shed Lane Mural License Agreement.LETTUCE SHED LANE MURAL LICENSE AGREEMENT
This Lettuce Shed Lane Mural License Agreement ( "Agreement ") is entered into by and between the Town
of Avon, CO, a Colorado home rule municipality ( "Licensee ") and Avon Partners ll, LLC, ( "Owner ") on
October 1, 2014,
RECITALS
Owner owns a building located at 137 W. Benchmark Road, Avon, Colorado 81620, also known as "The
Seasons Building," ( "Property "), which Property abuts the Lettuce Shed Lane pedestrian public right -of-
way. Licensee desires to install an artistic graphic mural ( "Mural ") on the East facing wall of the Property
( "East Wall ") as an aesthetic enhancement for both the Property and the Lettuce Shed Lane pedestrian
path, The location and depiction of the Mural are described in Exhibit A. Owner desires to grant
permission to the Licensee to install and maintain the Mural as described in Exhibit A in accordance with
the terms of this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF MUTUAL PROMISES, the sufficiency of which is
acknowledged by Licensee and Owner, the parties agree as follows;
1. Owner hereby grants a non - revocable license to Licensee to install, maintain, repair and replace the
Mural on the surface of the East Wall as more particularly described in Exhibit A. This license shall
commence on the September 14, 2014 and shall continue until September 13, 2018.
2. If Licensees desires to secure a sponsorship for the Mural, it shall not do so with any party whose
products or services directly compete with any tenant of Owner, including Vail Resorts. In the event
Licensee in fact secures an authorized sponsorship for the Mural, Licensee shall provide Owner with a
copy of the sponsorship agreement and remit to Owner fifty percent (50 %) of payment received by
Licensee within five (5) days of such payment being received by Licensee.
3. Prior to installment of the Mural, Licensee shall provide Owner with all artwork and copy work for
approval by Owner. The Mural shall not contain copy that is misleading, indecent, sexually explicit,
libelous, unlawful or infringes on the rights of third parties.
4. The Licensee expressly agrees to, and shall, indemnify and hold harmless Owner and any of its
officers, agents, or employees from any and all claims, damages, liability, or court awards, including
costs and attorney's fee 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 connection 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 Property or
East Wall. Licensee shall pay all expenses incurred by Owner, including costs and attorney fees, with
respect to any litigation or proceeding commenced as a result of Licensee's activities under this
Agreement.
5. The Licensee agrees that it will never institute any action or suit at law or in equity against Owner or
any of its officers or employees, nor institute, prosecute, or in any way aid in the institution or
prosecution of any claim, demand, or compensation for or on account of any damages, loss, or injury
Lettuce Shed Lane Mural License Agreement
Gart Properties â Town of Avon
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either to person or property, or both, known or unknown, past, present or future, arising as a result of or
from the non - revocable license granted to the Licensee by this Agreement.
6. The Licensee agrees that Owner is not liable, and will not assume any liability, responsibility, or costs
for any damage, maintenance, or repair of the Mural improvements installed or maintained by the
Licensee under this Agreement. Licensee shall maintain and repair the Mural in a manner deemed by
Owner that is reasonable, appropriate and consistent with the Property.
7. The Licensee agrees to remove the Mural and repair and reconstruct any damage to the East Wall
upon expiration of this Agreement at the sole cost and expense of the Licensee and at no cost or
expense to Owner unless this Agreement is extended by mutual agreement of the Licensee and
Owner,
8. The Licensee agrees to procure and maintain, at its own cost, a policy or policies of comprehensive
general liability insurance protecting against injury, damage or loss occurring on the licensed premises
in the minimum amount of One Million Dollars ($1,000,000,00) per occurrence and One Million Dollars
($1,000,000.00) in the aggregate. The policy shall include coverage for bodily injury, broad form
property damage (including completed operations), personal injury (including coverage for contractual
and employee acts), blanket contractual, independent contractors, products, and completed operations.
The policy shall contain a severability of interests provision. Coverage shall be provided on an
"occurrence" basis as opposed to a "claims made" basis. Such insurance shall be endorsed to name
Owner as Certificate Holder and name Owner, and its elected officials, officers, employees and agents
as additional insured parties. However, the Licensee's failure to take such steps to insure the premises
shall not waive, affect, or impair any obligation of the Licensee to indemnify or hold Owner harmless in
accordance with this Agreement.
EXECUTED on September 14, 2014.
OWNER:
Avon Partners II
a Colorado limited liability company
Thomas Gart, resident
Lettuce shed Lane Mural License Agreement
Gart Properties â Town of Avon
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LICENSEE:
Town of Avon
a Colorado home rule municipality
By: (ga,
Its: Man e-tâ
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The East Wall of The Season' Building is further described as follows:
East wall is adjacent to Lettuce Shed Lane
East wall faces the west end of the Wyndham Property
East wall consists of two walls; the Mural will be placed on the large wall which measures 61' in length
and 30' in height. The small wall will have a color block on it so that it blends with the Mural.
See photographs below.
Lettuce Shed Lane Mural License Agreement
Gart Properties â Town of Avon
Page 3 of 3