HomeMy WebLinkAboutTrail Blazers Inc-1/24/2011 LICENSE AGREEMENT
This License Agreement(the "Agreement") is entered into as of 3xA , 2011
by and between the City of Waterloo, Iowa, a municipal corporation("City"), and Trail Blazers,
Inc., an Iowa non-profit corporation("Trail Blazers").
RECITALS
A. City and Trail Blazers are parties to a User/Maintenance Agreement dated November
19, 2007 regarding Riverview Recreation Area("Riverview"),pursuant to which the
City permits Trail Blazers to maintain and operate an off-highway vehicle park on
City property.
B. City desires to grant a limited license to Trail Blazers for the purpose of constructing
a storage building at Riverview.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises exchanged herein, and for
other consideration,the receipt and adequacy of which is hereby acknowledged,the parties agree
as follows:
1. Grant of License. City hereby grants to Trail Blazers a non-transferable,
revocable license for the limited purpose of a constructing and maintaining a single storage
building at Riverview. The size, design and location of the storage building shall be subject to
the prior written consent of City. The rights granted hereunder may not be assigned by Trail
Blazers without the prior written consent of City. Trail Blazers may not construct any other
structures or improvements at Riverview, except for the storage building, without the prior
written consent of City. Trail Blazers must obtain all necessary funding and permits for
construction prior to constructing said storage building. All work to be undertaken as
contemplated by this Agreement shall be at the sole cost and expense of Trail Blazers.
2. Ownership of Storage Building. The parties acknowledge and agree that at the
end of the term of this Agreement, ownership of the storage building shall automatically transfer
to City. During the term of this Agreement, the storage building shall be owned by Trail Blazers,
and Trail Blazers shall be solely responsible for all upkeep and maintenance of the storage
building, as well as any and all repairs to the storage building resulting from damage caused by
third parties or acts of God, including flooding, or any other cause whatsoever. The parties
acknowledge that the premises is in a flood zone and is subject to flooding, and Trail Blazers
assumes any and all risk of replacing the storage building on the premises.
3. Liens. Trail Blazers agrees that it shall not permit any liens for work, services, or
materials provided in relation to the storage building to be made or filed against the premises. In
the event any such lien is filed, Trail Blazers shall immediately take such action as is necessary
to have the lien removed or released.
4. Insurance. Trail Blazers agrees, at its own expense, to procure and maintain fire
and extended insurance coverage for the storage building in addition to its insurance
requirements for Riverview as set forth in the User/Maintenance Agreement. Certificates or
copies of said policies, including City and the Waterloo Leisure Services Commission as
additional insureds, and providing for thirty (30) days' advance notice to City before
cancellation, shall be delivered to City concurrently with execution of this Agreement. A
renewal certificate shall be provided to City prior to expiration of any policy. Any liability shall
be first assumed by Trail Blazers' insurance up to the limits of coverage as set forth herein. City
may at its own expense procure and maintain additional insurance,but City has no obligation to
insure the structure.
5. Indemnity. Trail Blazers agrees to indemnify, defend, and hold harmless City
and the Waterloo Leisure Services Commission,the officers, elected or appointed officials,
consultants, agents, and/or employees of each, from and against all claims, demands, causes of
action, damages, losses, expenses, and liabilities whatever(including but not limited to
attorneys' fees and expenses, whether incurred prior to or during litigation, administrative
hearings, arbitration, or bankruptcy proceedings, including trial and appellate levels) (each of the
foregoing is a"Claim"), which may in any way arise out of or result from the location or use of
the storage building, provided that any Claim is caused in whole.or in part by any negligent act
or omission or other fault of Trail Blazers or anyone directly or indirectly employed by it or
anyone for whose acts Trail Blazers may be liable.
6. Term. This Agreement shall commence on the date set forth above and shall
continue in force and effect until (a)termination of the User/Maintenance Agreement according
to its terms, (b) upon sixty (60) days advance written notice of termination from City to Trail
Blazers, or(c)upon mutual written agreement of the parties, whichever occurs first. Upon
termination of this Agreement, Trail Blazers agrees to immediately cease and desist from any
further use of the storage building and to remove all personal property therefrom.
7. Notice. All notices under this Agreement shall be in writing and addressed as
follows: For City, Leisure Services Commission, 1101 Campbell Avenue, Waterloo, Iowa
50701. For Trail Blazers, P.O. Box 383, Independence, Iowa, 50644,Attn: President. Without
prejudice to any other method of notifying a party in writing or making a demand or other
communication, such message shall be considered given under the terms of this Agreement three
(3)business days after the date it is sent, addressed as above designated,postage prepaid, by first
class mail and so deposited in a United States mail box.
8. Governin¢Law; Litigation. This Agreement shall be governed by and
construed in accordance with the laws of the State of Iowa. The parties agree to the jurisdiction
and venue of the Iowa District Court for Black Hawk County in any action to construe, interpret,
or enforce this Agreement. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN ANY WAY
RELATED TO THIS AGREEMENT, WHETHER DIRECTLY OR INDIRECTLY.
9. Severability. In the event any provision of this Agreement is held invalid, illegal,
or unenforceable,whether in whole or in part, the remaining provisions of this Agreement shall
not be affected thereby and shall continue in full force and effect. If, for any reason, a court
finds that any provision of this Agreement is invalid, illegal, or unenforceable as written, but that
by limiting such provision it would become valid, legal, and enforceable,then such provision
shall be deemed to be written and shall be construed and enforced as so limited.
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10. General. This Agreement is binding upon the parties and their respective heirs,
personal representatives, successors and assigns. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and may not be modified
except in a writing signed by both parties.
IN WITNESS WHEREOF,the parties have executed this License Agreement by their
duly authorized representatives as of the date set first forth above.
City of Waterloo, Iowa Trail Blazers, Inc.
By: B
.
'gm- est G. Clark, Mayor P ent
Attest
Suzy chares, City Clerk
STATE OF IOWA )
) ss.
COUNTY )
Acknowledged before me on , 2011, by Shawn Hoaglan as
President of Trail Blazers Inc.
RO NDA FOLEV �R—
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STATE OF IOWA )
) ss.
BLACK HAWK COUNTY ) /'
Acknowledged before me on 4 , 2011, by Ernest G. Clark and Suzy
Schares as Mayor and City Clerk, respe ivel he City of Waterloo, Iowa.
otar Public
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