Loading...
08-15-2006 THE VAIL CORPORATION REVOCABLE LICENSE AGREEMENTREVOCABLE LICENSE AGREEMENT Zaj S I Cdvwms This Revocable License Agreement (this "Agreement"), made to be effective the 15`h day of August, 2006, is by and between the Town of Avon, a municipal subdivision of the State of Colorado ("TOA") and THE VAIL CORPORATION, a Colorado corporation ("Vail"). RECITALS: A. Vail is the owner of certain real estate legally described as Lot 1 and Lot 2, Red House, according to the exemption plat recorded on November 7, 2000 at Reception No. 743459 (the "Vail Property"); and B. Avon desires to construct certain in-river improvements within the Eagle River (the "Construction") to create a whitewater park for kayaking, rafting and other similar water sports (the "Water Park") and seeks a temporary license to use portions of the Vail Property to complete such construction, such portions more particularly described in Exhibit A, attached hereto; and C. Vail is willing to provide a license to TOA for the Construction upon the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, TOA and Vail agree as follows: 1. License. Subject to the terms and conditions of this Agreement, Vail hereby grants to TOA a temporary license ("License") to enter upon the Vail Property for the Construction and activities related to completion of those portions of the Water Park located on or immediately contiguous to the Vail Property, which Construction TOA hereby represents and warrants are all in accordance with the plans and specifications heretofore provided to Vail. TOA's use of the Vail Property pursuant to the License shall, at all times, be in compliance with all laws, rules, regulations and other requirements of the TOA, Eagle County and the State of Colorado, as applicable. This License shall automatically expire and terminate upon the earlier of the revocation by Vail in its reasonable discretion or the conveyance of the Vail Property, or any portion thereof, to any third party, notice of which shall be provided to TOA by Vail, or October 1, 2008 (the "Termination"). 2. Obligations of TOA. In consideration of receiving the License, TOA agrees to comply, at its sole cost and expense, with the obligations as follows: a. Maintenance of the Vail Property free from accumulation of waste materials, rubbish and the like caused by operations on the Vail Property, including, without limitation, appropriate control of the stormwater or sediment run off as may be reasonably directed by Vail; and Nam b. Performance of any and all activities necessitated by any petroleum product or other discharge by TOA, including without limitation, clean up of such discharge according to all rules and regulations of any federal, state or local governmental authority. TOA further agrees to immediately notify Vail in the event of any substance discharge necessitating activity hereunder; and c. To the extent applicable, obtain approval required by all regulatory authorities prior to the commencement of the Construction or other activity related to the Water Park upon the Vail Property, including without limitation, (i) Town of Avon Planning Commission, (ii) the Eagle County Building Department, and (iii) any other municipal or quasi- municipal body or any state, federal or local governmental agency or authority, which controls or may control the activities undertaken by TOA under this Agreement on the Vail Property. 3. Default. If TOA fails to perform in accordance with the terms, covenants and conditions of this Agreement or is otherwise in default of any of the terms of this Agreement, then Vail, after giving ten (10) days' prior written notice to TOA of the alleged default, and upon TOA's failure to cure such breach within said ten (10) days, shall have the option to terminate this Agreement, and in such event, TOA shall vacate and restore the land as described in Section 10 hereof. Moreover, Vail shall also have the option to pursue all remedies available at law or in equity in case of such default. 4. Compliance with Law/Safe , Program. TOA warrants that it will comply with all applicable laws, ordinances, rules and regulations having jurisdiction over the Vail Property. TOA shall be responsible for its own safety program and compliance with applicable Occupational Safety and Health Act regulations. 5. Rules and Regulations. All rules and regulations in effect on the Vail Property or access thereto regarding passes, lists of employees, safety and conduct on the Vail Property shall be strictly observed by TOA, its contractors and subcontractors. 6. Insurance. To the extent permitted by law, at all times during the term of this Agreement, TOA and all of its contractors and subcontractors shall carry and maintain, in full force and effect, at their sole cost and expense, the following insurance policies with insurance companies satisfactory to Vail. Such policies shall include a provision requiring a minimum of thirty (30) days' notice to Vail of any change or cancellation. Vail shall be named as additional insureds as its respective interests may appear on the policies listed in Subparagraphs 6(a) and (b). a. Comprehensive general liability insurance in an occurrence format in an amount of $1,000,000 per occurrence, including the following coverages: contractual liability, personal injury, broad form property damage, independent contractors and property operations. b. Comprehensive automobile liability insurance on all vehicles used in connection with this Agreement, in an amount of $500,000 combined single limits for bodily injury and property damage, per occurrence. Red House Lie Agmt 2 C. Worker's Compensation insurance in accordance with the provisions of the Workers' Compensation Act of the State of Colorado for all its employees accessing the Vail Property. Vail requires sole proprietors who are excluded under the Act to carry Workers' Compensation insurance. 7. Delegation/Assi nom. TOA shall not delegate its duties under this Agreement or assign this Agreement without the prior written consent of Vail, which consent shall not be unreasonably withheld but shall be at Vail's sole and absolute discretion. 8. Costs and Indemnification. a. TOA shall be solely responsible for all costs and expenses related to the Construction on the Vail Property and all building permit or other fees applicable to same, and Vail shall have no obligation to share in same with TOA. b. (i) To the extent permitted by law, TOA hereby covenants and agrees to indemnify, defend and hold harmless Vail and their respective employees, officers, directors and affiliates of and from any and all liability, claims, liens, demands, actions and causes of action whatsoever arising out of or related to any loss, cost, damage or injury, including death, of any person or damage to property of any kind arising in connection with TOA's activities and operations on the Vail Property and the Construction on the Vail Property, including without limitation, (a) those caused by TOA's operations or the misconduct or negligent acts, errors or omissions of TOA, its Contractors, Subcontractors, materialmen or any person directly or indirectly employed or engaged by them, or any of them, while conducting any activity associated with TOA's activities and operations on the Vail Property or related thereto, or (b) those arising out of or related to alleged contamination of the Vail Property by any hazardous or toxic substance, pollutant or contaminant, including petroleum, or alleged injury or threat of injury, health or safety or the environment, or alleged noncompliance with any federal, state or local environmental statues, regulations, ordinances, permits, approvals or orders, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et.seg., as amended from time to time, or under any common law claim, including claims for personal injury or property damage or for any claim by any governmental or private party for remedial or removal costs, natural resource damages, property damages, damages for personal injuries, or other costs, expenses or damages or any claim for injunctive relief arising from any alleged injury or threat of injury or threat of injury to health, safety or the environment relating to the Vail Property arising or resulting from TOA's entry upon the Vail Property pursuant to the License and the Construction and related activities of TOA on the Vail Property. (ii) In all cases, TOA shall to the extent permitted by law defend, indemnify, and hold harmless Vail from and against all costs, expenses, liabilities and damages (including reasonable attorneys' fees and expenses of litigation) incurred by Vail as a result of the filing or assertion of a mechanic's or materialmen's lien against the Vail Property or any part thereof as a result of TOA's use of the Vail Property and the Construction thereon. Red House Lic Agm! 3 (iii) TOA agrees not to permit or suffer and, to the extent so permitted or suffered, shall cause to be promptly removed and released (whether by bonding over or otherwise) any such lien on account of supplies, machinery, tools, equipment, labor or materials furnished or used in connection with the Construction on the Vail Property. Vail may, at its option and at TOA's cost and expense, with the assistance of attorneys of Vail's choosing, enter into, defend, prosecute or pursue any effort or action (whether or not litigation is involved) which Vail deems reasonably necessary to defend itself and the Vail Property from and against all claims or liability arising by, through, under or in connection with TOA as set forth herein. The provisions of this Section 8 shall survive the Termination. 9. Access. As of the date of this Agreement, TOA acknowledges and agrees that there is a parking lot on the Vail Property which TOA must access to conduct the Construction and agrees and acknowledges it shall store any Construction or other vehicles in said parking lot nor damage it any way. 10. Restoration of the Vail Property. Upon the Termination or in the event of a uncured default hereunder, TOA shall promptly remove the all Construction-related equipment and materials from the Vail Property and restore the Vail Property, at TOA's sole cost and expense, to a condition reasonably acceptable to Vail, which condition may include leveling of the currently uneven site and leaving any construction or crane support pad(s) in place, provided Vail shall provide direction on what is acceptable restoration, and TOA shall be permitted to continue to access the Vail Property until such removal and restoration are completed but no later than October 1, 2008. In the event the removal and restoration are not completed by October 1, 2008, Vail may complete such work and TOA shall pay all documented invoices for such work within thirty (30) days of receipt from Vail. 11. Miscellaneous. a. This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado. b. In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. C. Each reference herein to a party hereto shall be deemed to include its successors and assigns, all of whom shall be bound by this Agreement and in whose favor the provisions of this Agreement shall inure. d. This Agreement may be executed in counterparts which when taken together shall constitute the entire agreement of the parties. This Agreement may be transmitted Red House Lic Agm( 4 by telefax copier and the parties agree that their signature transmitted by telefax will constitute a duly executed counterpart of the Agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and the date above written. TOWN O ON, a mu ' ipal subdivision of the State o Color o / By: C G Name: 4KGfjqjA G . ZdjR_ Title: THE VAIL CORPORATION, a Colorado Approved as to Form: Legal Department corporation Name: GE Y ARNOL Slenatire• 74,1 AA-4 By: Date: - Name: v n Title: ~S G~ Red House Lic Agmt 5 Exhibit A (Attached to and forming part of the Revocable License Agreement by and between the Town of Avon and The Vail Corporation dated August 15, 2006) Description of Construction Storage and Equipment Locations (attached) A-1 1!~ x/V r14 0 CeEINE:D jr&==9MLbL i U'SL 2 4 '/1()06 Unity ~Devol ;pmerfI REAL PROPERTY TO BE ACQUIRED FOR PERMANENT EASEMENT FOR THE TOWN OF AVON, EAGLE RIVER RECREATION PROJECT PARCEL TCL-05 DESCRIPTION A parcel of land PARCEL TCL-05, containing 0.406 acres, more or less, situated in Lots 1 and 2, Red House, as recorded in the Office of the Clerk and Recorder of Eagle County, Colorado, at Reception No. 743459 on November 7, 2000 and being more particularly described as follows: Commencing at the North west corner of said Lot 1, Red House, common to the intersection of the Southwest corner of Lot 2, and the easterly right-of-way of Avon Road; Thence S 52°38' 19" E a distance of 121.10 feet to a point on the north right-of-way of U.S. Highway 6 and the South line of said Lot 1, and the True Point of Beginning; Thence S 72°19'32" E a distance of 25.42 along the easterly right-of-way of Avon Road to a point; Thence N 10°00' 15" W a distance of 97.93 feet to a point; Thence N 00'44'15 " W a distance of 3.05 feet to a point; Thence N 82°36'45" E a distance of 99.41 feet to a point; Thence N 07°23' 15" W a distance of 59.58 feet to a point; Thence N 58°34'34" W a distance of 106.01 feet to a point; Thence N 21°17'04" E a distance of 24.73 feet to a point; Thence N 68°44'49" W a distance of 65.96 feet to a point on the easterly right-of-way of Avon Road; Thence along the easterly right-of-way of said Avon Road the following two (2) courses; 1.) S 01 °22'56" W a distance of 26.02; Thence 2.) S 20°53'28" W a distance of 54.00 feet to a point; Thence S 81 °53'57" E a distance of 48.96 feet to a point; Thence S 00°0921" W a distance of 109.96 feet to a point on the common lot line of said Lots i and 2,- 8392 Cor:tinent=J Divide Road,, Suite . 7 e t"ittleton, Colorado 80127 • Phone: 303 948 6220 e Fax: 303 9.48 6526 '~ic 8iF'?0 i72 81~t '.J. S. Hv.^i. SLiiiG 203 • P.O. ..^X 978 9 A.oi1. Cnl • Phone: a. t~ 5!~. 9 1b ;l Free: 801l 856 22--,-P :a f Thence S 12°52'37" E a distance of 74.41 feet to the Northerly right-of-way of said Highway 6 and the True Point of Beginning; The above described parcel contains 17,695 square feet (0.406 acres), more or less; 1 hereby state that the above described legal descripti % eqq d by me or under my .s• direct supervision. oy ~ te.,•.,ry~;%, Ff,.Fe~ ~'Y d.d d~ e~ ~ s tf. L L( Date Prepa 4Fe.' o- VfAa' ngin ng P.O. Bo rado 81 0 Duane D. E. & P..'S. 26626 J:'+projectsl50156S\survey`,P4 EL TCL-05.doc PORN T OF COMMENCING PARCEL PARCEL TE-1701 AVON PE-1701A REC. 65,3408 ROAD R/W VARIES /r- ~t L~ ~'ER4/.4N~-NT ~A ~4► , ~Q" SO122 '56 "W l' r~ ~O sr ~~xr,r h 26.02 ? 74 41 SDD *09'21 W 109.96 `g ley J ~V / I~ •GZ'~ / t 1 1i t •t t` y t leir~ k 00 w~~Y i,} y'}~ 1 ~`~i, ` ~1 ` 5 y y l } t l t ,yy 97. 24' WIDE PEDES7R/AN ;t J"'6 5 SQI.~A ` ` / AND V/lCULAR 1 ACCESS EASEMENT AND ~ R/GH t OF- WA Y CIA ~ BOOK 5J5 PAGE 1J4 l m r & LOT 2, T OF IK RED HOUSE BEGINNING SO I T 1 , LO " 58 / 59 RED HOUSE w N07 23 015 . / NOTE. THIS DOCUMENT DOES NOT REPRESENT A MONUMENTED SURVEY. /T /S INTENDED ONLY TO DEPICT NE ATTACHED DESCR/P770N. TOWN OF AVON PERMANENT CONSTRUCTION, MAINTENANCE AND ACCESS EASEMENT PARCEL TCL-05 LOTS 1 AND 2, RED HOUSE mir " ° TOWN OF AVON POW TM uM M tM CIMnt Nr4an iM u.. IME of thM et*&moitt e, M4 Mb,N,odoN _ ~aetelud Areie by any eNw preaa or anMty k Net auUrorbrd do dIN •~n! shotLECUU- s 7/24/06 eR!' otter P4+~ a'~dssbr to uee M,Y ~ar,.,t or u. ti ed,ta►,.d n.r.+r PARCEL TCL-05 ,tr eNy pnye.s ""rt met mtoh •r!lNri 85-0156S °yYy~~~ ~ abet o,d`ay TONAV OF AVON br~~ uartolxld hatch i i,l to bu %t f,,; ~ &Vw EAGLE COUNTY, COLORADO A i 200623764 aeiaeizees ~I~~NuIII l ~~1111111111111111111111111111111111 DECLARATION O F EASEMENT t 1o~ KNOW ALL MEN BY THESE PRESENTS: That TOWN OF AVON, Declarant, whose address is P. O Box 975, Avon, Colorado 81620, does hereby declare for the benefit of the public a permanent floating, walking and access easement in and to, over, under and across the tract of land described as follows: More particularly described as Exhibit AA, @ attached hereto and by this reference made a part hereof. This Declaration of Easement is declared in connection with Declarant's 2006 Eagle River Recreation project and for no other purposes. Declarant reserves the right in the exercise of its police power to alter or revoke this Declaration of Easement. WITNESS our hands and seals this ab day of , 2006. DECLARANT: TOUW OF AVON STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of 2006, by Ronald C. Wolfe as Mayor and Patty McKenny as Town Clerk of the Town of Avon. My commission expires: et~`7 yp, ncA PN I A TA Witness my hand and official seal. p~. ; ~00 Notary Public ~,9•.,.(~BL~G,: 0 ~~OF COLOPP My Commission Expires 0711812009 n Inter-Mountain Engineering. REAL PROPERTY TO BE ACQUIRED FOR PERMANENT EASEMENT FOR THE TOWN OF AVON, EAGLE RIVER RECREATION PROJECT PARCEL RICD PE-06 DESCRIPTION A parcel of land No. RICD PE-06, containing 0.284 acres, more or less, situated in Tract A, Nottingham Station, as recorded in the Office of the Clerk and Recorder of Eagle County, Colorado, at Reception No. 568147 in Book 672 at Page 130 on July 27, 1995 and being more particularly described as follows: The True Point of Beginning being the Southwest corner of said Tract A, Thence N 05°02'21" E a distance of 96.80 feet along the easterly right-of-way of Avon Road to a point; Thence S 67°05'45" E a distance of 184.60 feet to a point on the east line of said Tract; Thence S 24°43'51" W a distance of 50.87 feet along east line of said Tract to the southeast corner of said Tract: Thence N 82'10'14" W a distance of 158.75 feet along the south line of said Tract to the "True Point of.Beginning; The above described parcel contains 12,367 square feet (0.284 acres), more or less; I hereby state that the above described legal description has been prepared by me or under my direct supervision. Z"g -44. Date 0 Ri" ? s 3-p055 a Prepared by Inter-Mountain Engineering Ron A. Mahon P.L.S. 37055 J:\proiects\501565\survey\RICD PE-06.doc E0 FE i, v 8392 Continental Divide Road, Suite 107 • Littleton, Colorado 80127 • Phone: 1303) 948-622: Fax_ {303; 948-6526 40801 U.S. s-w 6, Suite 272 > PO Box 978 • Avon, Colorado 61,620 ?gone: (970; 949-5072 a Fax: 1973; 949-5339 Toil Free: (:800) 856-2253 A VON ROAD (R/w VARIES (N 04 25'59 " E -N.5) N 05 Q2 21 " E 96.80' TRUE POINT / nc' Of-l" 1A/ARA/r s so O>2O s'7,' ~ TRA C T Cl , ' 0TTIN6GHAM STA T/ON `SJ TRACT B, / S 24 *4357 " W -RED HOUSE RECORDED PLA T (S 241 720" W - N. S.) - NOTRNGHAM STATION RECORDED PLAT ,l FEB NO 7r.. THIS DOCUMENT DOES NOT REPRESENT A MONUMENTED SURREY. lT IS INTENDED ONLY TO DEPICT THE ATTACHED DESCR/PRON. Omffluiliiy Dove!opms~; TOWN OF AVON PERMANENT CONSTRUCTION, MAINTENANCE AND ACCESS EASEMENT PARCEL RICD PE-06 TRACT A, NOTTINGHAM STATION this dowffwI aas pnparsd bar MI exdusl a AM of the GYtrnt apecKAee heraan. The use TOWN OF AVON T N • IME o bW abaimrrr or y hfdmatkn cvntahsd brat by any oMr pram a rtny h nar ouMarll~rd In the ewer aar e (ESC 1 r..i~C r'~ vi. 36 2/07/0e my abYr praon r eotKr aba&es to use this docvmrrt r Ms h/iamatxn cmtohed hrei~ PARCEL RICD PE-06 ra~rpurpoer the must t&st abeoh .rttn ~Ma~1Ot 05-01565 ,nrir l aay h oNr+ o f tabed hrah illm d to bs used Wlthlh one>rr of the abte bow. TOWN DE AVON COLORADO EAGLE COUNTY A We otto /tr Mat pried Is not outhrfesd fo , 200623763 ::`zI4COUNTY, I` i= . , 0/2066 ~..°`.,"IpI'••- I08/3'I [II~ H VIIIVIIII ~I VIIIIII VIIII X~ IIIII~ i7l DECLARATION OF EASEMENT KNOW ALL MEN BY THESE PRESENTS: That TOWN OF AVON, Declarant, whose address is P. O Box 975, Avon, Colorado 81620, does hereby declare for the benefit of the public a permanent floating, walking and access easement in and to, over, under and across the tract of land described as follows: More particularly described as Exhibit AA, @ attached hereto and by this reference made a part hereof. This Declaration of Easement is declared in connection with Declarant's 2006 Eagle River Recreation project and for no other purposes. Declarant reserves the right in the exercise of its police power to alter or revoke this Declaration of Easement. WITNESS our hands and seals this fit dayof~9&'Opu , 2006. DECLARANT: TOWN OF AVON B~ ~j STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of 2006, by Ronald C. Wolfe as Mayor and Patty McKenny as Town Clerk of the Town of Avon. My commission expires: h7 1 C~~'t PN M, P Witness my hand and official seal. Notary Public ~9 (JB LAG O ~~OF coo My Commission Expires 0711812009 0 K.IeZrMountain eeringLtd. REAL PROPERTY TO BE ACQUIRED FOR PERtiIANENT EASEMENT FOR THE TOWN OF AVON, EAGLE RIVER RECREATION PROJECT PARCEL RICD PE-07 DESCRIPTION A parcel of land No. RICD PE-07; containing 0.206 acres, more or less; situated in Tract C, Nottingham Station., as recorded in the Office of the Clerk and Recorder of Eagle County, Colorado, at Reception No. 568147 in Book 672 at Page 130 on July 27, 1995 and being more particularly described as follows: The True Point of Beginning being the Southwest corner of said Tract C, Thence N 24°43'51" E a distance of 50.87 feet along the westerly line of said lot to the southwest corner of Tract B, Nottingham Station; Thence S 62°21'49" E a distance of 130.34 feet along the common line of said Tract C and Tract B, to a point; Thence S 42°32'07" W a distance of 102.55 feet to a point on the southerly line of said Tract; Thence N 36°53'40" W a distance of 112.31 feet along said southerly line to the True Point of Beginning; The above described parcel contains 8,972 square feet (0.206 acres), more or less; I hereby state that the above described legal description has been prepared by me or under my direct supervision. L- (.p -o(0 Date Ile •7 e 37055 J/0' 't.~;t;rj Prepared by Inter-Mountain Engineering Ron A. Mahon, P.L.S. 37055 J:`:projects150156S'.surveyTdCD PE-07.doc 8392 Continental Divide Road, Suite 107 • Littleton, Colorado 80127 Phone: 1303) 948-6220 • Fax: (303) 948.6526 40801 U.S. Hwy 6, Suite 201, PO BOX 978 Avon, Colorado 81620 Phone: 1;970! 949-5072 • Fax: {9~0) 949.9339 loll Free: (800) 856-2258 TRACT A, NO TTINGHAM STA T/ON TRUE POINT ~~'►'2Qo, ' OF BEGINNING ~Q3, 20F S~ F WSJ S C, 08~, LOT 2, RED HOUSE 4~ NY ~C) ~P TRACT C, NOTTINGHAM STATION ~I y N 244J51" E - RED HOUSE RECORDED PLAT (N 24-07-20- E N.S.) -NO T77NGHAM STATION RECORDED PLAT. NOTE - THIS DOCUMENT DOES NOT REPRESENT A MONUMENTED SURREY. 1T IS INTENDED ONL Y TO DER/CT THE A TTACHED DESCRIPTION. TOWN OF AVON PERMANENT CONSTRUCTION, MAINTENANCE AND ACCESS EASEMENT PARCEL RICD PE-07 TRACT C, NOTTINGHAM STATION rh/e abov~t aroe prw~ fa, Me aww.' now W. a °"'r TOWN OF AVON N of of die phnt woofnrd hwaan. 1hs uae I Mb abcunxrt Me hkrn 0. cmbwwd nosh try a,y oMs pwaa" or wrdt !r not of ed h Me e swot Mot LEGAL DESCR~ 2/06/06 ME any oC,r posom aan or .nary aes4sa ro ues Mia ddMMW,r or Me hfwmodw, eanraheo' hwah PARCEL RICO PE-O7 y purpom Me must twat oatoh erfrrw, 5 a~uffia,rmtbn aom Into-mowrrah Q5-0156 hhnne honed r :f,~sdsd ro e. TOWN OF AVON ~r used wlthh one ,ear of Me date hweef. u e offs Mot pwh d /a not auMortrea! EAGLE COUNTY, COLORADO