01-20-2015 License Agreement - TOA & Trinity Development.pdfSIGNAGE LICENSE
THIS SIGNAGE LICENSE (hereinafter referred to as the "License "or the "Agreement), made and entered into this
day of January, 2-015,by and betweenTrini, - SunRoad, LLC, a Georgia lImited liability company (hereinafter referred toas 'Licensor',
and the Town of Avon, Colorado, a Colorado municipal corporation (hereinafter referred to as "Licensee").
WITNESETH:
WHEREAS, Licensor owns certain improved real prop erty leased to Walgreen, as locatedlnAvon ,Colorado,suchproperty
more particularly described In Exhibit "A" attached hereto and incorporated herein by reference (the "hitproved ProperVI, and
Licensordesires to license to Licenseeforthe usesand on the terms andconditions specified herein the licensed areabeing shown on
Exhibit" d" attached hereto and incorporated herein by reference (the "Premises), which is part of the Improved Property, and
WHEREAS, Licensee desires to License the Premises from Licensor for the uses and on the terms and conditions specified
herein,
NOW, THEREFORE, forand in consideration of the premises and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: '
1. PREMISES. Licensor, for and Inconsideration of the covenants, agreements, and undertakings hereinafter set forth, to be
paid, kept and performed by Licensee, has licensed, and by these presents does hereby license Elie Premises to Licensee, and Licensee
hereby agrees to license and take the Premises from Licensor, upon the terms and conditions herein contained. Such license contains a
reasonable rightto access the Premises using existing paved areas in the least intrusive manner possible to further the terms hereof.
Notwithstanding anything to the contrary herein, this Agreement creates a contract right only and creates no real propertyinterestof
any kind, and neither this Agreement, nor any memorandum thereof, shall be recorded inapplicable public real estate records.
LICENSETERM.
(a) The term of this License shall commence on the date hereof (the "Commence men tDate'j and shall end attwelve
o'clockmidnight (12,.00 a.m.) five (S)year(s)from the Commencement Date, unlesssoonerterminatedasherein provided (lie reinafter
referred to as the "License Term ").
LICENSE FEE.
(a) During the License Term, Licensee agrees to pay to Licensor as a license fee, at such other place as Licensor may
direct from time to time by written notice, the sum of $2,400.00 for eachyear (calculated at $200.00 monthly) of the License Tetnt(the
"Fee "), payable annually In advance on the Commencement mate and then on or before the first day of each successiveyear of the,
License Term. All other antounts to he paid by Licensee to Licensor hereunder are inaddit £onto the foregoing Fee, and shall be deemed
additional fees due hereunder.
SIGN.
(a) Licensor plans to instal Ion the Premises a "Welcome to Avon" sign and related electrical service and landscaping
(collectively, the "Sign ") in substantially the form shown in Exhibit "L#" hereto, and shall be responsible, at Licensors expense, for
typical installation, maintenance and repair of the Sign and for electricity for the Sign's illumination. Licensee shall provide and pay
the cost of obtaining any necessary permits and approvals for the Sign, if any, and the Sign shall at all times comply with all laws,
ordinances, rules and regulations applicable thereto.The Sign shall not be modifiedwith Licensasprior,expresswritten consent,such
consent to beat Licensors sole discretion. At the expiration or earlier termination of this License, Licensee, upon request by Licensor,
and at Licensee's expense, shall remove at its expense, all components of the Sign, including all base, panels, channel letters, neon
overlays, light boxes, time and temperature components and all other elements that constitute the Sign,and shall return tite Premises
to substantially itsoriginai condition.Ali construction, installation, and repairand maintenancevelativeto tile Sign byoron behalfof
Licensee shall be in a good and workmanlike manner, free and clear of all liens and encumbrances.
S. POSSESSION. Tile parties acknowledge that the Premises are part of the Improved Property, which is leased to
Walgreen for its store at this location (the "Lease "), and that tite improved Property secures a $3,900,000.00 loan (the "Loan ") front
State Farm insurance Companies. Should Licensor he unable to deliver possession of the Premises to Licensee on the Commencement
Date through no fault of Licensor as a result of the Lease or the Loan, then Licensor shall not be liable to Licensee for failure of
possession. No suc h failure of the initial delivery of possession of tile Premises on the Corn mencement Date shall affectthe validity of
this License or affect tite License Term hereof, provided, however, Licensee shall not be required to pay Fees for any period during
which Licensorisso prevented from giving possession of the Premises to Licensee. Licensoragrees to submitthis licenseto Walgreen
and to the holder of the Loan for their approval in a reasonable manner. If at any time during the term hereof Walgreen and /or the
holder of the loan demands the Sign be removed and /or this License be terminated, then Licensor shall not be liable to Licensee for
any such failure of possession and /or any costs Licensee may incur relative thereto. Any Fees shall be prorated equitably through the
date of sign removal and /or termination.
USE OF PREMISES.
(a) Licensee covenantsand agrees that Licensee shall use the Premises forthe Sign only (the "Permitted Uses "), and for no
other uses or purposes.
(b)Tlte Licenseeshall not use tine Premises, or permit the use of the Premises, for any Illegal purpose, nor in violation of any
statute, regulation, rule, code, ordinance, order or law of any governmental orquasi - governmental body, norshall the Licensee create
orallow to exist any nuisance or trespass, nor do any act In or about the Premises orbringanythingonto or in tite Premises thatmight
vitiate the insurance or increase the rate of insurance on the Premises.Any portions of the sign and its related Improvements not
promptly removed as herein expressly provided shall become Licensor's property and may be disposed of as Licensor deems fit, at
Licensee' sole cost and expense.
7. CONDITION OF PREMISES. At the expiration or earlier termination of this License, Licenseeagrees to surrenderand return
the Premises in as good condition as when Licensee took possession, as provided hereinabove: Should Licensee fail to so surrender
and return the Premises, Licensor may restore the Premises to such condition and Licensee hereby agrees to pay the reasonable cost
thereof upon demand of Licensor.
8. UTILITIES AND OTHERSEMACES. Licensee shall pay all utifity. bills, including, but not limited to, electricity and light bills,
for tite use oft lie Sign. Licensor shall have no responsibility or obligation to Licensee for any loss of use oft he Sign, for any reason or
no reason at all.
9. REPAIRS BY LICENSEE. Licensee shall, at its expense, keep and maintain the Premises and the Sign in good condition and
repair at all times. Licensee shall repair promptly any damage tothe Improved Property and/or the Premises occasioned by its access
to, construction of, and repair and maintenance of, the Sign.
10, INDEMNIFICATION. Licensee agrees that, except for claims and liabilities occasioned by the negligence or willful
misconduct of Licensor, Licensee, to the fullest extent permitted by applicable law,will inclemnifyand hold Licensor harmless from
and against any and all clai ins, de mands, actions, causes of actio n, liabilities, losses, expenses (including reasonable attorneys fees) or
damages, of any kind or natu re, including, without limitation, any injury to or death of any person or damage to property, in anyway
arising out of or connected with any default of the Licensee, the Licensee's use or occupancy of the Premises, or otheavise resulting
from any action or inaction of the licensee, its elected officials, officers, employees, agents, licen'sees,lavitees,assignees or permitted
sublessees, in or about the Premises, incurred by Licensor, including without limitation any loss or damage relative to the Leaseorthe
Loan arising or occasioned by this License. Licensee shall maintain at all times commercially reasonable comprehensive liability,
property damage, contractual obligation, and extended coverage insurance (I ncl uding reasonable self-insurance, if applicable) relative
to the Premises, the Sign and its obligations hereunder, which insurance shall name Licensoras additional named insured and /or loss
payee, as applicable, and shall provide certificates of same to Licensor upon request.
11. DAMAGE AND DESTRUCTION. If the Sign is destroyed to an extent of mom than sixty percent (600A) of Its replacement cost
at the time of destruction or permit cannot be obtained for its repair or replacement to substantially the same form it took prior to
such destruction, then either Licensor or Licensee may cancel this license by giving written notice to the other partywithin thirty (30)
days of such determination. in such event, Feesshould be apportioned and paid up to tire date of such casualty. if the Improvements
to the Property are damaged but not destroyed beyond such sixty percent threshold, and a permit either can be obtained or is not
required for its repair or replacement to substantially the same form it tookprior to such destruction, Fees shall equitably abate in
proportion to Licensee's use of the improvements and the Sign that has been destroyed. In such event Licensee shall restore the
Premisesto substantial ly the same condition as before the damage, and Licenseeshall beresponsible for, at Licensee's solecostand
expense, restoring any alterations, additions, improvements, fixtures and installations made to the Premises by or for Licensee
(including any modificationsand embellishments made to the Sign) to substantially thesame condition as before the damage, each
party actingas promptly asis practical underthe circumstances,whereupon full Feesshallcommence. Anysuchworkto beperformed
by Licensee shall bepetformed only by contractors approved by Lice nso ,such approval notto beuhreasonabywithlteld, conditioned
or delayed.
12. CONDEMNATION. If th e whole of the Prem ises, or such substantial p oriian thereof as will makethe Premises unusable for
the purposes herein licensed, be condemned by or conveyed in lieu of condemnation to any legally constituted authority for any
public use or purpose, then in either of said events the License Term shall cease from tire time when possession thereof is taken by
public authorities, and Fees shall be accounted for as between the Licensor and Licensee as of that date, and all awards from and
relating thereto shall be the sole property of the Licensor except forth e actual cost of the Sign, which shall belong to Licensee.
13. DEFAULT.
(a) Any breach or failure to perform hereunder byLicensee, time being of-t he essence, shall give Licensorall rights and
remedies at law or inequity, including without limitation the right to terminate this License immediately and demand possession of
the premises, and /or to accelerate and demand immediate payment of all Fees due during the Term hereof, discounted io present
value using the current Wall Street Journal Prime Rate of equivalent interest rate.
(b) Except asset forth above, pursuit by Licensor of any of the foregoing remedies shall not preclude pursuit of any
other remedy herein provided or any otherremedy provided by laworat equity, against tile Licensee, nor shall pursuit by Licensor of
any remedy herein provided constitute (I) an election of remedies thereby excluding the later election of anal ternate remedy, or (H)
forfeiture or waiver of any Fees or otter charges and assessments payable by Licensee and due to Licensor hereunder or of any
damages accruing to Licensor by reason of the violation by Licensee ofany of theterms, covenants,warranties,and provisions herein
contained and to which Licensee is bound. No action taken by or on behalf of Licensor shall be construed to be an acceptance or a
surrender of this License. Forbearance by Licensor to enforce one (1) ormoreoftite remedies herein provided upon an eventofdefault
shall not be deemed or construed to constitute awaiverof such default, in determining the amount ofloss; or damagewhich Licensor
may suffer by reason of termination of this License, such damages shall include, without limitation, expenses of repossession, any
repairs or remodeling undertaken by Licensor following repossession, reasonable attorneys' fees and brokerage fees, if any.
Licensee may terminate this License on notice to Licensor if (i) Llcensorfailstocomplywithany terns, provision, covenantor
warranty made underthis License by Licensor and as a result thereof Licensee's use and occupancy of the Premises is materially and
adversely affected, and (Ii) Licensor shall not cure such failure by Licensor within sixty (60) days after notice thereof to Licensor;
provided, however, that if such failure cannot reasonably be cured within such sixty (60) day period, Licensorshall notbe in default
hereunderso long as Licensor has commenced the curewithin such twenty(20)day period and thereafter diligently and continuously
pursues same to completion.
14. TAXES.
Licensee shall pay to Licensor, as additional Fees and upon demand of Licensor, during the term of this License, all ad
valorem taxes,special assessmentsand governmental charges,if any, assessed or levied againstsuch propertyof Licensee and against
any fixtures installed by Licensor orLicensee In the Premises forthe benefitof Licensee's intended use. In tite eventsueh advalorem
taxes,special assessmentsand governmental chargesare payable on such property, then Licenseeshail ,atthe option ofLicenser,pay
such taxes, special assessments, and governmental charges directly to the taxing authority where permitted by law.
15. ASSIGNMENTANDSUB- LICENSING.
Without the prior written consent of Licensor, which may he granted or withheld in the sole discretion of the Licensor,
neither this License nor any Interest of Licensee hereundershall be assigned (but by operation oflaw )orsublicensed to a successoror
sublicensee of Licensee (which shah Include transfer of any interest in the Licensee by merger or consolidation). Any such assignment
or sublicense without Licensors consent shall be void. All terms and provisions hereof shall be binding upon any permitted sub-
Licensee or assignee.
16. SELF -HELP REMEDY.
if Licensee, shall fall to keep or perform any of its obligations underthe License in respectto the performance of any License
obligation within the time periods setforth herein, then after the givingofwritten notice from Licensee and specifyingthefailure,and
without waiving or releasing Licensee from any obligation, then Licensor may (but shall not be obligated to do so): make such
payment or perform such obligation and all sums so paid by Licensorand all necessary and incidental costsand expenses incurred by
Licensor in making such payments and /or performing such obligations shall be paid by Licensee to Licensor upon demand as
additional Fees hereunder. All rights and remedies of Licensee created or otherwise existingat law or in equity are cumulative and the
exercise of any one or more rights or remedies shall not be taken to exclude or waive the rightto exercise any other rights or remedies.
17. LIMITATION OF LICENSOWS LIABILITY.
(a) Transfer by Licensor. If the License is transferred or assigned by Licensor, voluntarily or involuntarily,Licensor's
License obligations and liahilities accruing hereunder after the transfer shall be the sole responsibility of the new Licensor if the new
Licensor expressly agrees in writing to assume Licensors obligations, and any of Licensees funds that the Licensoris holding, such as
prepaid costs of modifications and /or embellishments, if any, are given to the new Licensor.
(b) Licensors Liability for Money Judgment. if Licensor, its directors, officers, managers, members, employees,
partners or agents are ordered to pay Licensee a money judgmentbecauseofLicensors default, then Licensor`s liability shall be limited'
to Licensors interest in the Premises and surrounding real property interests owned by Licensor, including alt rental proceeds,
insurance proceeds and condemnation proceeds, and in no event shall Licensor r its directors, officers, employees, partners oragents
have any personal liability,
'18. HOLDING OVER.
Should Licensee remain in possession of the premises after the expiration ofthe teritt of this License or any renewal thereof,
withoutthe distinctwritten agreement of the parties, Lire nseeshalI be and become a Lice nsee-at-sufferancesubject to the terms and
provisions of this License except that the Fees shall be one hundred fifty percent (1 So%)of the Fees immediately prior to termination,
and there shall be no renewal of this License by operation of law or otherwise.
19, SEVERAi31LITY.
Ifany clause or provision of this License is declared illegal, invalid or unenforceable tinder presentorfuturelaws effective
during the License Term, then in that event, it is the Intention of the parties hereto that the remainderofthis License and the License
Term shall not be affected thereby, and thatthe remainder of this License shall be valid and enforceable to the fullest extent permitted
by law.
20 TINJE OF ESSENCE. Time is of the essence of this License.
21. NO ESTATE INLAND. This License shall create the relationship of Licensor and Licenseebetween Licensor and Licensee, no
estate shall pass out of Licensor; and Licensee has only a contract interest in the Premises-which is revocable as provided herein.
22 8€Np€N^ G EFFECT. This License and all the rights and obligations of the parties herein shall be binding upon Licensor,
Licensee and their respective permitted subli cc n sees, successors and assigns, and the terms "Licen soe'and'Licensee as used herein
shall encompass such respective successors and assigns.
23 ATTO� RNEYS' FEES. Tile prevailing party in any litigation involving this License or any terms and provisions hereof shall be
entitled to collect from the non - prevailing party its court costs and reasonable attorneys' fees in enforcing its rights and remedies
hereunder.
24. CUIvtULATIVE RIGHTS. All rights, powers and privileges conferred upon Licensor and Licensee In this License shall be
cumulative, in addition to, and not in lieu of the rights and remedies available under applicable law.
25. AMENDMENTS IN WRITING, The terms and conditions of this License May notbe modified, altered oramended exceptin
writing, executed by Licensor and Licensee, of equal formality with this License.
26, SECTION HEADINGS, The uses of headings herein is solelyfor the convenience ofindexingthevarlous sectionsliereof and
shall in no event be considered in construing or interpreting any provision in this License contained.
27. ENTMEAGREEty' SENT. This License contains the entire agreement of the parties-with referencetothesubjectmatterhereof,
and no represenrations, inducements, promises or agreements, oralorothenvise , between the panies not embodied herein shall be of
any force or effect. No failure of Licensor or Licensee to exercise any power given Licensor hereunder or to insist upon strict
compliance by Licensee of anyobligation of Licensee hereunder, and no custom or practice of the parties atvariancewfth the terms
hereof, shall constitute a waiver of Licensee's or Licensee's right to demand exact compliancewith the terms hereof.
28. GOVC NING LAWAND AUTHORITY. 'This License Is rnade and intended as a contract under and pursuatitto the laws of the
State of Colorado, and shall be construed and enforced in accordance th erewith. The Licensee represents that it has full power and
authority toe nter into this License and that the parties signing Oil its behalf are duly authorized in the capacities shown. The Licensor
represents that it has full power and authority to enter into this License and that the parties signing on its behalf aredulyauthorized in
tite capacities shown.
29, NOTICES. All notices, requests, d emands a rid otiie r com nit in! cations delivered required or permitted lie reu rider shall b e in
writing and shall ether be delivered by hand (Including courier), sent via the United States postal system, certified or registered mail,
return receipt requested, postage and charges prepaid to the party notified at the below address or sent by telecopy (wi(ha copysent
by certified or registered mail as aforesaid) to the patty notified at the below telecopy number.
0
To Licensor:
c/o TRINITY Development Group, Inc.
1915 Airport Road, Suite 2D
Atlanta, GA 30341
Cell: I04.275.70001 fax: 770.452.7758
To Licensee:
Virginia C. Egger, Town Manager
City of Avon, Colorado
1 Lake Street
P.O. Box 975
Avon, CO 81820
Dir: 970- 748.4452
Tel: 970 -748 -4000
Fax: 970 -949 -9139
Notices delivered in person or by mail shall be deemed effective upon the date of delivery, or upon refusal of receipt.
Notices delivered by telecopy shall be deemed effective upon receipt. Either party may change its address for notices by giving a
notice of address change.
(continued]
7
IN bVITN£SS WHEREOF, LIcensor and Licensee have caused this License to be executed, sealed and delivered, by their duly
authorized officers, all in triplicate original, as of the day and year first above written.
LICENSOR:
TRINITY- SunRoad, LLC
sy. ..
VincentA. Rigg o, A Manager
LICENSEE:
Town of Avon
t
Virginia C. Egger, as Town Aria er
EXHIBIT "A"
LEGAL DESCRIPTION OF OVERALL PROPERTY
Lot 2 in 5econd Amendment to the Sunroad Subdivision, a Plat of which was recorded June 14,1993, In Book 611 at Page 287,
Eagle County,'Colorado.
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