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01-29-2019 Vail Honeywagon Compost ContainerTOWN OF AVON LICENSE AGREEMENT FOR PLACEMENT OF A COMPOST DROP -SITE DUMPSTER AT THE AVON RECYCLING CENTER -1.0 PARTIES, The parties to this agreement ("License Agreement") are the Town of Avon, Colorado, - a Colorado home rule municipality ("Town") and Vail Honeywagon ("Licensee"), This Agreement is effective upon execution by the Licensee and following execution by the Town Manager on the date indicated below. ..... _......... _.. -- — ------.. - --.... .........---- --- - ._ . _...... - ._..._... - .. _.._.. . 2.0 _RECITALS AND PURPOSE——— _ . _.... _.... _..... - - 2,1. -The Town -is -the-owner-of -certain-property located -in-the-Town -of Avon -Eagle -County, - Colorado, commonly known as the Avon Recycling Center, located at 375 Yoder Avenue, _ Avon, CO, also known as Lot 5, Village (at Avon) Filing 1, Avon, CO 81620 ("Town Property') _ 2.2.. The Licensee has expressed a desire to place and manage a compost drop -site dumps -ter' _..__ .. _ on the Town Property for the purpose of running a compost drop site in accordance with all - - legal and contractual requirements imposed by the State of Colorado l --- - - 2.3.- -Section 17.8 of the Avon Home Rule Charter states that the Council may grant a permit at -- any time for the temporary use of occupation of an street, -aIle , or Town owned lace Y P ry P Y Y p provided such permit shall be revocable by the Council at its pleasure, regardless of whether or not such right to revoke be expressly reserved in such permit. 2.4. The Town is willing to grant a revocable license to the Licensee under the terms and -- - ---....... ... conditions as hereinafter specified in this Agreement provided that nothing in this Agreement shall waive or modify any obligation to seek building permits, variances, or other approval necessary to meet any obligation imposed by law. The Licensee remains obligated to apply _ for and obtain all necessary permits and approvals, pay all required fees, and comply with ---_ -- - - - all applicable local laws, including but not limited to any applicable provisions in the Avon . -- Municipal Code.---- --- ._ _ --I TERMS AND CONDITIONS. 3.1. The Town hereby grants to the Licensee a revocable license for the encroachment and ---- - -. - -. -- -- occupation.on the_Town Property -described as follows ---- _..._ . __ ___._._ ... _ _____.._ _ — --- The placementof_a compost drop -s ite_dumpster,.occess and management_of such—_ .... - - compostdrops-site dumpster;-and such other equipmenf as Elie Town may -approve ----- - in -writing! for -the purpose of running a compost drop site in -accordance -with all legal and contractual requirements imposed by the State of Colorado and in accordance with all other terms and conditions of this License Agreement ("Private -- -- -- - - - - - Improvements")-pibvided, however] that nothing in -this- License -Agreement_ _._.- ------------ -----intended to waive, alter, modify, or permit any violation of any local law applicable-------- _ --� Vail Honeywagon Compost Container Jan 10, 2019 Page 1 of 6 - - within the Town of Avon. To the extent that the location or other specifications of this License or any exhibit conflicts with local laws, the local law shall govern. The compost drop -site dumpster area shall be designated by the Town. Licensee shall have access during the Avon Recycling Center's normal business hours, which are currently 8:00 a.m. to 5:00 p.m., seven days a week, or which may be amended in the future by the Town. Except for the encroachment and occupation of the Private Improvements identified in this ¶ 3.1, no other encroachment, structure, improvement, vehicle, fence, wall, landscaping, or any other real or personal property shall be erected, installed, constructed, parked, stored, - - - -- kept, or maintained in any way or fashion on the Town Property, including but not limited to storage sheds, carports, playground equipment, motor vehicles, snowmobiles or other —.----._.. .---.-recreational. _...-recreational. equipment._--__. 3.2. The License shall be provided to Licensee at no charge and only in consideration of the mutual promises and terms and conditions of this License Agreement. Town shall be responsible for all utility charges, including but not limited to water, sewer and natural gas, and electricity. _ The encroachment and occupation as specified in ¶ 3.1 above shall continue from the date of this License Agreement to the time that this License Agreement is terminated. The Town may terminate this License Agreement at any time if the Town determines in its sole discretion that the location and use of the Private Improvements is no longer appropriate, the Private Improvements and use are compatible with other uses of Town Property, the Private Improvements and use are no longer in the best interests of the Avon community, or if Town determines that Town needs the use of the Town Property. Except in the case of a public safety emergency or where a shorter period of time is justified due to the nature of the - - - Private Improvements, the Licensee shall customarily not be required to remove the Private Improvements within less than ninety (90) days of notice to the Licensee. The Town may also terminate this Agreement at any time in the case of a declaration by the Town Council for the Town of Avon that a public safety emergency exists by giving written notice to the Licensee fifteen (15) days in advance of the effective date of termination. 3.4. The Licensee expressly agrees to, and shall, indemnify and hold harmless the Town 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 Town Property. In particular and without - - - limiting the scope of the foregoing agreement to indemnify and hold harmless, the Licensee shall indemnify the Town for all claims, damages, liability, or court awards, including costs and attorney's fees 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 claim in whole or in part that all or any portion of the Private Improvements and encroachment Vail Honeywagon Compost Container Jan 10, 2019 Page 2 of 6 -permitted by this Agreement constitutes a dangerous and/or unsafe condition within a public right-of-way. 3.5. The Licensee agrees that it will never institute any action or suit at law or in equity against the Town 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 either to person or property, or both, known or unknown, past, present or future, arising as a result of or form the revocable license granted to the Licensee by this Agreement, This provision includes but is not limited to claims relating to road maintenance, -snow removal or.other public works activities performed by or on behalf of the- ....Town. he_....Town -. . -—.3.6.-- -The Licensee agrees to construct, -maintain; -and -repair the Private Improvements placed or.. -.... located on the Town Property by the Licensee or its lessees, agents, employees, or other persons under the control or direction of the Licensee pursuant to this Agreement at the cost and expense of the Licensee -and -at no cost.or expense to the Town. The Licensee agrees-.. to remove or cover graffiti or other damage caused to the improvement(s) within _ a - - reasonable time following notice or knowledge of such damage or within forty-eight (48) - - hours of delivery to the Licensee of a written demand by the Town, whichever is earlier. The - l --- Licensee shall not erect, cause to be erected or permit the erection of any sign, advertising - - _----_—_ object,_or-illustration upon-any_improve.ment,_.str.ucture,..fence, _or._wall placed_ or_ located by--.--- the y-__-_the Town Property pursuant to this Agreement and shall promptly remove any such sign or advertising. 3.7. Licensee agrees to immediately notify the Town of any defects or dangerous conditions in - - - -----and about the Premises of which licensee becomes aware:- Licensee agrees to reimburse the Town, upon demand by the Town, for the cost of repairing any damage to the Premises caused by acts or omissions of Licensee.------ ------- — - _ __ _.----------- __ _-- 3.8. The Licensee agrees that the Town is not liable, and will not assume any liability, responsibility, or costs for any damage, maintenance, or repair of any Private Improvements @rected or maintained by the Licen8ee under this _dm Agre6ht.= -_-:.: - :-------- __........ ... : The Licensee agrees to repair and reconstruct any damage .to the Town Property upon -- - ermination of Ihis -Agreement or removal of the Privafe Improvements described -in ¶ 3.9 and_any_other-improvements erected by _the Licensee on the -Town :_Property =and the - -- - Licensee shall return the Town Property to its original condition at the cost and expense of the Licensee and at no cost or expense to the Town. In the event that Licensee does not remove the Private Improvements and repair and restage -Town Property _to -the -condition. - _.__ _. prior to this Agreement within the time period determined in ¶ 3.2 above, then Licensee shall - to have abandoned the Private Improvementss and =any rights t ereto an the - -= Town may rop teed to remove the Private Improvements, The Town may. seek recovery of _ - --- - all costs incurred for the removal of Private Improvements from Town Property, repair of damages to Town Property, and restoration of Town Property, including legal costs and Vail Honeywagon Compost Container Jan 10, 2019 Page 3 of 6 3.90. The Licensee 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 $1,000,000.00 per occurrence and $9,000,000 aggregate. Such policy or policies shall name the Town as an "additional insured". 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 the Town harmless in accordance with this Agreement. 4.0 ASSIGNMENT. This Agreement shall not be assigned by the Licensee without the prior written consent of the Town which may withhold its consent for any reason; provided that the Town - - ---- - encourages the Licensee to inform any purchaser of the Licensee's property or interests of the existence of this Agreement and the Town will promptly consider any request by the Licensee for -assignment of: this:Agreement fo_such-subsequent.purchaser. --_-----.-.---_---.--..._........ .............. 5.0 INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement between the Parties and there are no oral or collateral agreements or understandings. This Agreement may be amended only by an instrument in writing signed by the parties. If any other provision of this Agreement is held invalid or unenforceable, no other provision shall be affected by such holding, and -- all of the remaining provisions of this Agreement shall continue in full force and effect. Invalidation . of the Agreement in its entirety shall revoke any authorization, whether explicit or implied to the - continuing use and occupancy of the Town Property for the Private Improvements - 6.0 GOVERNING LAW AND VENUE. This Agreement shall be governed by the laws of the State of Colorado and venue for any action arising under this agreement shall be in the appropriate court for Eagle County, Colorado. 7.0 WAIVER OF BREACH. A waiver by any party to this Agreement of the breach of any term or - ------provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach — --- - - - by either party. 8.0 BINDING EFFECT. This Agreement shall inure to the benefit of, and be binding upon, the parties, - - - -- -------their respective legal representatives, -successors, heirs, and assigns;--provided,--however,- that - -- - - _ nothing in this paragraph shall be construed to permit the assignment of this Agreement except as -- -- - otherwise expressly authorized herein. - - -- -_-9.0 UNDERLYING INTENT AND SCOPE. It is the intent of this Agreement Ihaf the TownahaiE incur no -- - ---- cost or expense attributable to or arising from the construction, maintenance, or operation of the --.: -Private Improvements and encroachment permitted by this Agreement and that, in all instances, the risk of loss liability, obligation, -damages, and claims associated with the encroachment shall be - - borne by the Licensee. This Agreement does not confer upon the Licensee any other right, permit, - --- -- ----- - license, approval, or -consent -other than that expressly provided for herein and this Agreement shallT not_be_construed_to waive,_modif_y,_amend,_or_alter.the application_of_any_other_federal,_state,-or_local aws, Including laws goVerning_zoning, land use, property maintenance, or nuisance. Vail Honeywagon Compost Container Jan 10, 2019 Page 4 of 6 10.0 - AUTHORITY TO BIND PARTY. The undersigned persons represent that they - are expressly authorized to execute this Agreement on behalf of the Parties and to bind their respective Parties and that the Parties may rely upon such representation of authority. 11.0 LEGAL FEES AND COSTS. In the event the Town seeks legal action to enforce this Agreement or to recover reimbursement costs for removal of private improvements from, repair of any damages, and/or restoration of Town property subject to this Agreement, Town shall be entitled to recover any and all legal costs and attorney's fees incurred. - 12,0 NOTICES. Any -notice required or permitted by this Agreement shall be in writing and shall be - -- --- - j deemed to have been sufficiently given for all purposes if (1) pe-ona11 sered, (2) sent by certified mail or registered mail, postage and fees prepaid, addressed to the party to whom such notice is to I — - be ­given -at -the -address -set -forth -on --the -signature--page -below0or -(3)-7senf-via-e-mail -with - - - acknowledgement of receipt by the receiving party. Notices shall be delivered or sent to the following addresses or at such other address as the other party may indicate in writing. To Town of Avon: Town of Avon i _Attn: Town Clerk 100 Mikaela Way Box 975 - ---- -Avon,-CO 81620,. - -j Ph: 970-748-4000 - E -Mail: btofres ,avon orq To Vail Honeywagon: _. _._.._._— Vail_Honeywagon_.___ Attn: Shawn Bruckman 955 Ute Creek Road Wolcott, CO 8165. 2 Ph: 970-331-2810 E -Mail: shawna()vailhoneywagon.com ........ATTEST: -�— Town Clerk or Deputy Town Clerk Vail Honeywagon Compost Container Jan 10, 2019 Page 5 of 6 rown H net's mice LICENSEE: By: Vail Honeywagon Compost Container Jan 10, 2019 Page 6 of 6