07-26-2013 Traer Creek-RP LLC License Ag to Excavate Rock Materials Lot 1AN AGREEMENT BY AND BETWEEN THE TOWN OF AVON AND Traer Creek -RP, LLC
FOR A LICENSE TO EXCAVATE ROCK MATERIAL FROM LOT 1, FILING 1, VILLAGE AT
AVON
1.0 PARTIES. The parties to this agreement ( "Agreement ") are The Town of Avon (the
"Licensee ") and Traer Creek -RP, LLC (the "Licensor "). This Agreement is effective upon
execution by both parties.
2.0 RECITALS AND PURPOSE.
2.1. The Licensor is the owner of certain property located in the Town of Avon, Eagle
County, Colorado, commonly known as the Lot 1, Filing 1, Village (at Avon).
2.2. The Licensee has expressed a desire to encroach upon and occupy the Property
for the purpose of excavating, sorting and removing rock material.
2.3. The Licensor 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, or other approvals 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 Licensor hereby grants to the Licensee a revocable license for the project
described as follows: excavation, removal and sorting of approximate 600 CY
rock materials up to 24" diameter ( "Project ").
3.2. The encroachment and occupation as specified in % 3.1 above shall continue
from the date of this Agreement to November 15, 2013.
3.3. The Licensee expressly agrees to, and shall, indemnify and hold harmless Traer
Creek -RP, LLC 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 Property. In particular and without
limiting the scope of the foregoing agreement to indemnify and hold harmless,
the Licensee shall indemnify the Traer Creek- RP,LLC 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 Project.
3.4. The Licensee agrees that it will never institute any action or suit at law or in
equity against the Traer Creek- RP,LLC 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 license granted to the Licensee by this
Agreement.
3.5. The Licensee agrees to repair and reconstruct any damage to the Property upon
termination of this Agreement and return the Property to its original condition at
the cost and expense of the Licensee and at no cost or expense to Traer Creek -
RP, LLC. In the event that Licensee does not restore Property to the condition
prior to this Agreement within the time period determined in % 3.2 above, then
Traer Creek -RP, LLC may seek recovery of all costs incurred for the restoration
of the Property.
3.6. 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 $600,000.00 per occurrence. Such policy or
policies shall name Traer Creek -RP, LLC 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 Traer
Creek -RP, LLC harmless in accordance with this Agreement.
4.0 ASSIGNMENT. This Agreement shall not be assigned by the Licensee without the prior
written consent of Traer Creek -RP, LLC which may withhold its consent for any reason.
5.0 NOTICES. Any notice required or permitted by this Agreement shall be in writing and
shall be deemed to have been sufficiently given for all purposes if personally served or if
sent by certified mail or registered mail, postage and fees prepaid, addressed to the
party to whom such notice is to be given at the address set forth on the signature page
below, or at such other address as has been previously furnished in writing, to the other
party or parties. Such notice shall be deemed to have been given when deposited in the
United States Mail.
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.
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.
Rock Removal License Agreement 2
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 Traer
Creek -RP, LLC shall incur no cost or expense attributable to or arising from the
construction, maintenance, or operation of the Project 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.
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.
DATED THIS
DAY OF 20 i
TR ER CREEK -RP, LLC:
By:
LICENSEE:
By:
Print Name: Virginia
Town Ma ir
Address: One Lake Street
Avon CO 81620
Rock Removal License Agreement 3