License Agreement DocuSign Envelope ID:ACD387A8-E2BA-4CA4-812F-7D45E3B144F5
TOWN OF AVON
LICENSE AGREEMENT
1.0 PARTIES. The parties to this agreement("Agreement")are the Town of Avon, Colorado,a Colorado
home rule municipality ("Town") and Brittany C. Benish ("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 Tract P of Wildridge Subdivision ("Town Property").
2.2. The Licensee is the owner of certain property located in the Town of Avon, Eagle County,
Colorado, commonly known as 2190 Saddle Ridge Loop#A ("Licensee Property").
2.3. The Licensee has expressed a desire to encroach upon and occupy the Town Property for
the purpose of installing, constructing, and maintaining certain existing improvements that
serve Licensee Property, as depicted on Exhibit A.
2.4. 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 any street, alley, or Town owned place,
provided such permit shall be revocable by the Council at its pleasure, regardless of whether
or not such right to revoke is expressly reserved in such permit.
2.5. 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.
3.0 TERMS AND CONDITIONS.
3.1. The Town hereby grants to the Licensee a revocable license for the encroachment and
occupation of the existing improvements depicted on Exhibit A ("Private Improvements"),
provided, however, that nothing in this Agreement is intended to waive, alter, modify, or
permit any violation of any local law applicable 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.
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.
DocuSign Envelope ID:ACD387A8-E2BA-4CA4-812F-7D45E3B144F5
3.2. The encroachment and occupation as specified in ¶3.1 above shall continue from the date
of this Agreement to the time that this Agreement is terminated. The Town may terminate
this Agreement at any time upon 90 days' notice to the Licensee.
3.3. 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
permitted by this Agreement constitutes a dangerous and/or unsafe condition within a public
right-of-way.
3.4. 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.
3.5. 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
Licensee shall not erect, cause to be erected or permit the erection of any sign, advertising
object, or illustration upon any improvement, structure, fence, or wall placed or located by
the Town Property pursuant to this Agreement and shall promptly remove any such sign or
advertising.
3.6. Licensee shall keep the area around the Private Improvements free of trash and refuse.
Failure to do so shall result in termination of this Agreement.
3.7. 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
erected or maintained by the Licensee under this Agreement.
Avon 1 License Agreement-2190 Saddle Ridge Loop#A
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DocuSign Envelope ID:ACD387A8-E2BA-4CA4-812F-7D45E3B144F5
3.8. The Licensee agrees to within 14 days repair and reconstruct any damage to the Town
Property upon termination of this Agreement or removal of the Private Improvements
described in ¶ 3.1 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 restore Town Property
to the condition prior to this Agreement within the time period determined in ¶ 3.2 above,
then Licensee shall be deemed to have abandoned the Private Improvements and any rights
thereto and the Town may proceed 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 attorney fees.
3.9. 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$1,200,000.00 per occurrence. 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.
3.10. The Licensee shall be deemed to have intentionally and irrevocably abandoned and
relinquished rights and interest in the Private Improvements in the event that the Licensee
conveys all the Licensee's interest in the property or properties obtaining access or receiving
benefit from the improvements and encroachments described in this Agreement. The Town
shall be entitled to rely upon the public records of ownership maintained by the office of
either the Eagle County Clerk and Recorder or the Eagle County Assessor in rendering a
determination that the Licensee has abandoned and relinquished the Licensee's rights and
interests as provided by this paragraph. In such event, the Town may remove and demolish
such improvements without notice to the Licensee.
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 to such subsequent purchaser.
5.0 NOTICE. Any notice required or permitted under this Agreement shall be in writing and shall be
provided by electronic delivery to the e-mail addresses set forth below and by one of the following
methods 1) hand-delivery or 2)registered or certified mail, postage pre-paid to the mailing addresses
set forth below. Each party by notice sent under this paragraph may change the address to which
future notices should be sent. Electronic delivery of notices shall be considered delivered upon
receipt of confirmation of delivery on the part of the sender. Nothing contained herein shall be
construed to preclude personal service of any notice in the manner prescribed for personal service
of a summons or other legal process.
Avon I License Agreement—2190 Saddle Ridge Loop#A
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DocuSign Envelope ID:ACD387A8-E2BA-4CA4-812F-7D45E3B144F5
Notice to Town: Town of Avon
do Eric Heil
100 Mikaela Way
Avon, CO 81620
eric@avon.org
With copy to: Karp Neu Hanlon, P.C.
do Karl J. Hanlon
P. 0. Drawer 2030
Glenwood Springs, CO 81602
gjh@mountainlawfirm.com
Notice Licensee:
6.0 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.
7.0 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.
8.0 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.
9.0 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.
10.0 UNDERLYING INTENT AND SCOPE. It is the intent of this Agreement that the Town shall 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 shall
not be construed to waive, modify, amend, or alter the application of any other federal, state, or local
laws, including laws governing zoning, land use, property maintenance, or nuisance.
Avon 1 License Agreement-2190 Saddle Ridge Loop#A
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DocuSign Envelope ID:ACD387A8-E2BA-4CA4-812F-7D45E3B144F5
11.0 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.
12.0 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.
4/6/2023
DATED , 2023.
TOWN OF AVON:
nnDocuSignneed by:
By: 0021D304/CC3241C
Eric Heil, Town Manager
ATTEST: Approved as to Form:
DocuSigned by: DocuSigned by:
07A5DCO1-20CC44D... �C6D8F82D36584F3...
Town Clerk or Deputy Town Clerk Karl J. Hanlon, Town Attorney
LICENSEE:
DocuSigned by:
triffoui tdt Lr'1,S
"-D4606918C24944C.
Brittany C. Benish
Avon 1 License Agreement—2190 Saddle Ridge Loop#A
Page 5 of 5
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