05-22-2018 U.S. Bank Lease AgreementLICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made and entered into on the date
identified on the signature page ("Effective Date"), between U.S. BANK NATIONAL
ASSOCIATION, a national banking association ("U.S. Bank"), and Town of Avon,
("Licensee").
BACKGROUND:
A. U.S. Bank has an interest in property located at 15 East Benchmark Rd, Avon, Colorado
81620 ("Property").
B. Licensee desires to run an event known as the Town of Avon Community Events (the
"Event") on See Attached exhibit A, 2018.
C. Licensee has requested a non-exclusive license from U.S. Bank regarding the use of the
Property for operating the Event, and U.S. Bank has agreed to grant such non-exclusive
license, all in accordance with the terms and conditions set forth below.
AGREEMENT:
For valuable consideration, the parties agree as follows:
1. Grant of License, Use. U.S. Bank grants to Licensee, the non-exclusive right to use that
portion of the Property as generally depicted on Exhibit A, attached hereto and
incorporated herein, or as relocated by U.S. Bank (the "License Area") for operating the
Event. NOTHWITHSTANDING THE FOREGOING, THE FOLLOWING USES ARE
PROHIBITED: FAIR OR CARNIVAL RIDES, INFLATABLE BOUNCE HOUSES OR
SIMILAR APPARATUSES, MECHANICAL BULLS, OPEN FIRES, LIVE ANIMALS,
OR THE OPERATION OF HEAVY EQUIPMENT. Licensee's use of the License Area
shall be solely for the purpose of preparing for and hosting the Event. Licensee shall
comply with any and all special instructions given by U.S. Bank. Licensee shall not block
or restrict U.S. Bank's operations (including but not limited to ATMs) and agrees that at
all times during the Term, Licensee must ensure that the driveways serving the Property
and adjacent buildings, including the driveway serving the drive -up facility shall remain
unobstructed. Licensee agrees to repair, at Licensee's sole cost and expense, any damage
caused to the License Area or Property. Licensee shall not use U.S. Bank's name or
trademark, unless approved in writing by a senior vice president of U.S. Bank.
Term. The term of this Agreement shall commence on June 1, 2018 at 5:00 pm
[an/pm] and shall terminate on November 1, 2018 at 10:00 pm (the "Term"), which
includes set-up and removal time.
Equipment/Set-up. All equipment and materials used in the operation of the Event shall
be maintained by Licensee at all times. Licensee shall ensure that the personnel involved
in the delivery and set up of the equipment in connection with the Event take all steps
necessary to ensure that the delivery, set-up and removal are performed in a safe manner.
Event License Agreement
Last Revised September 27, 2016
Licensee shall also ensure that all extension cords are placed in a secure and safe manner
so as to not create dangerous conditions.
4. Alcohol. If alcohol is sold or distributed as part of the Event, Licensee shall secure all
necessary permits, carry liquor liability and dramshop insurance, and monitor all
distribution and use so as to ensure responsible consumption.
Utilities. U.S. Bank shall not be required to provide any utilities to the Event. [ADD
LANGUAGE AND ANY APPLICABLE RESTRICTIONS IF ANY UTILITIES
WILL BE PROVIDED.]
Permits and Approvals. At all times during the Term of this Agreement, Licensee and all
vendors shall maintain, in full force and effect and at its own cost and expense, all permits,
certificates, licenses, and other necessary documents to allow it to use the License Area as
allowed by the terms of this Agreement.
Trash Removal. Licensee must provide its own trash receptacles and police the grounds
frequently for trash, including the removal of all trash, debris, and personal property at the
end of each day of the Term. Licensee shall cause the License Area to be cleaned up to the
satisfaction of U.S. Bank immediately after the use of the License Area under this
Agreement.
U.S. Bank Not Responsible. U.S. Bank shall not be liable for any losses, damages or claims
of Licensee, or by its employees, volunteers, contractors, agents, invitees and guests of
Licensee, arising out of the use of the License Area. The above License shall not constitute
a bailment nor shall it create the relationship of bailor and bailee.
9. Indemnity. Licensee agrees to indemnify and hold U.S. Bank harmless from and against
any and all claims, liabilities, suits, causes of action, costs and expenses (including
reasonable attorneys' fees and costs) of and against U.S. Bank, its successors or assigns,
resulting from:
a. Any breach by Licensee or any Event vendor this Agreement;
b. Any claim by a third party arising out of the Event, or any act or omission of Licensee,
or any act or omission of any Event vendor, anyone directly or indirectly employed by
them or anyone for whose acts they may be liable.
The terms of this Section 9 shall survive the termination of this Agreement.
10. Liability. At all times during the Term, Licensee shall maintain at its own cost and expense,
a policy of commercial general liability insurance, including liquor liability if alcohol will
be served on the Premises, covering its obligations under this Agreement, with a minimum
coverage of $1,000,000 per occurrence and not less than $2,000,000 annual aggregate. The
policy shall also name U.S. Bank National Association as an additional insured. Such
insurance shall be purchased from an insurance company licensed to do business in the
state in which the Property is located, 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 approve.
Event License Agreement
Last Revised September 27, 2016
Licensee shall provide U.S. Bank a copy of all such certificates of insurance at least five
(5) business days prior to the Term as evidence of the above insurance. Licensee shall also,
upon U.S. Bank's request, provide a copy of such insurance policies to U.S. Bank In
addition and upon U.S. Bank's request, Licensee shall obtain and provide to U.S. Bank a
certificate of insurance, from each of its vendors providing food and/or beverage services
to the Event evidencing that all such vendors have a policy of commercial general liability
insurance meeting at least the same requirements as set forth above, and naming U.S. Bank
National Association as an additional insured.
11. Hazardous Substances. Licensee shall not place, generate, use or dispose of any Hazardous
Substances (defined below) at or upon the License Area or Property and shall undertake
reasonable precautions and actions to insure that no one using the License Area or Property
within its authority places, generates, uses or disposes of any Hazardous Substances at or
upon the License Area or Property. Licensee will indemnify and hold U.S. Bank harmless
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 License Area and
Property (whether or not such materials or substances were Hazardous Substances at the
time they were brought upon the License Area). 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 Property.
This indemnity shall survive the expiration or other termination of this Agreement.
12. Security. If U.S. Bank reasonably deems it necessary, Licensee, at its sole cost and
expense, shall provide all necessary personnel to monitor and control the use of the License
Area in accordance with the terms of this Agreement. Such personnel hired by Licensee
shall also provide traffic control at the License Area at such times as shall be reasonably
necessary. Licensee agrees that U.S. Bank shall have the right, at U.S. Bank's sole
discretion, to hire additional security personnel to monitor and assist with traffic control.
Licensee agrees to pay U.S. Bank for all of the costs associated with such additional
security personnel within ten (10) days after receiving an invoice from U.S. Bank for said
costs. All security personnel required by U.S. Bank shall be selected by U.S. Bank in its
sole judgment and discretion. The terms of this Section 12 shall survive the termination of
the Agreement.
13. 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 of a default, U.S. Bank may physically
remove, at Licensee's expense, any persons, personal property and/or vehicles of Licensee
or its employees remaining on the Property.
14. No Representations Regarding Title to Property. The parties hereby acknowledge that U.S.
Bank makes no representations or warranties regarding the nature of its real property
interest in the Property, including the License Area. This acknowledgment is a material
inducement for U.S. Bank to enter into this Agreement.
15. Notices. Any notice required or permitted to be given under this Agreement shall be
deemed to be sufficiently given and received in all respects when personally delivered, or
Event License Agreement
Last Revised September 27, 2016
when deposited in the United States mail, certified mail, postage prepaid, return receipt
requested, or if deposited cost paid with a nationally recognized, reputable overnight
courier, addressed to the addressee at the address indicated below its signature to this
Agreement, or its last known address.
16. Non -assignment. Licensee's interest herein shall not be assigned, transferred, or granted
to any other party.
17. Counterparts. This Agreement may be executed in any number of counterparts, which may
be transmitted electronically. Each executed counterpart, whether delivered in the original
or conveyed as an electronic image, shall be deemed to be an original. All executed
counterparts taken together shall constitute one agreement.
[Remainder ofpage intentionally left blank. Signature page follows.)
Event License Agreement
Last Revised September 27, 2016
Signature Page to License Agreement
by and between U.S. Bank National Association and [Insert Name of Licensee]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
Effective Date, as noted below.
U.S. BANK NATIONAL ASSOCIATION
Digitally signed Chris Coufal
Chris Coufal 0
Date: 2018.06.05 08:38:29
By: -06'00'
Name: Chris Coufal
Its: Assistant Vice President
Im
Click Here to Select Authorized Signor.
Effective Date: 1444 22 , 20 19
Address:
US Bank Corporate Real Estate
2555 S Colorado Blvd
Denver, Co 80222
Suite 20
With a copy to:
U.S. Bank National Association
BC -MN -H21 R
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: Corporate Real Estate Counsel
Event License Agreement
Last Revised September 27, 2016
of Avon
1
Lam!
Address:
Town of A
1 Lake Street
P.O. Box 975
Avon, Co 81620
EXHIBIT A
DEPICTION OF LICENSE AREA
2018 Events Scheduled
• Cover Rock 6/22-6/23
• Vail Valley Brew Fest at Avon 6/30
• Salute to the USA 7/3
• Triple Bypass 7/14-7/15
• XTERRA 7/21
• Dancing in the Park 7/30 & 8/8
• Avon LIVE! 7/11, 7/18, 7/25, & 8/1
• Bec Tri & MLT 8/4
• Open Water Swim Meet 8/11-8/12
• Pitmaster BBQ & Music Fest 8/17-8/18
• Cardboard Regatta 8/25
• Zoppe Italian Family Circus 9/7-9/9
• Circus Mountainous 9/28-9/29
• Man of the Cliff 10/13-10/14
• Other events may be added, with notification 7 calendar days before event, and US Bank approval.
• US Bank ATM parking (marked by signage) will not be used by event, but will be left open for US Bank
customers
• 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 Exhibit 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.
• Use of Premises. The 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, and 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 from 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 by 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 any other such conditions that U.S. Bank shall reasonably impose
Event License Agreement
Last Revised September 27, 2016
License Payments. Licensee shall pay U.S. Bank a license fee equal to $N/A per stall, per month for a
monthly total of $N/A, which shall be payable on the first day of each month during the term of this
Agreement, in advance, in lawful money of the United States, without demand, reduction or offset to U.S.
Bank Corporate Properties at SDS 12- 1716, P.O. Box 86, Minneapolis, MN 55486-1716.
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.
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