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HomeMy WebLinkAboutC08-250 Buchholz License Agreement AmendmentLICENSE AGREEMENT AMENDMENT THIS LICENSE AGREEMENT AMENDMENT ("Amendment") is made and entered into this -~ day ot~~~ 2008, between Eagle County, by and through its Board of County Commissioners ("Licensee") and Buchholz Family Partnership ("Owners"), by and through John T. Buchholz, Manager. RECITALS WHEREAS, Owners and Licensee entered into a License Agreement ("Original Agreement") for ingress and egress across Owners' land, for the purpose of Licensee maintaining a tower and transmission equipment located on property set forth in the Original Agreement. Original Agreement is attached as Exhibit "B"; and WHEREAS, Licensee desires to install a video camera on the tower and transmission equipment for the purpose of capturing full motion video and still photography ("camera system") so that Licensee can showcase the beauty and variety of Eagle County; and WHEREAS, Owner and Licensee have agreed to amend the Original Agreement to allow the installation, use, and maintenance of the camera system; and NOW, THEREFORE, in consideration of the terms and conditions of the Original A~ctpent, the sufficiency of which is hereby acknowledged, Licensee and Owners agree that this Amendment shall be incorporated into the Original Agreement as stated hereunder and read in as appropriate sections designated below: NATURE OF LAND USE GRANTED 1.0 License to use Roadway. Licensee is hereby granted a license to enter on to the properly of Owners for the purposes of gaining ingress and egress across the Owners' property for the purpose of maintaining a tower and transmission equipment and installing and maintaining camera system. This license will permit Licensee to have ingress and egress upon the gravel road, leading from the Buchholz Ranch gate to the communications tower, on the Owners' property located in Eagle County, Colorado which is depicted in attached Exhibit "A", weather conditions permitting. CONDITIONS AND RESTRICTIONS 4.0 Licensee's Sole Expense. All construction, erection, and maintenance of the tower and transmission equipment, and camera system shall be at the sole expense of the Licensee. 4.4 Gates and Locks. The lock for the gate to the Owners' property is supervised by Holy Cross Electric Co. Licensee shall communicate with Holy Cross Electric Co. when Licensee needs access to Owners' property. If requested by Manager, Licensee shall also notify Manager when accessing the Owners' property. 4.8 Use of Property. Licensee agrees that the Owners' property is to be used by the Licensee to maintain a tower and transmission equipment necessary to broadcast communication signals and to maintain a camera system necessary for capturing motion video and still landscape photographs. The Licensee's computer equipment and camera system is located in the Holy Cross Electric Co. building located on the Owners' property. 4.11 Video and Photographs Generated by Camera System. A. Licensee shall retain all Intellectual Property rights pertaining to all video and photographs generated by the camera system. B. At the Licensee's discretion, Licensee shall make reasonable attempts to credit all motion video and still photography generated by the camera system broadcasted on public access television, and displayed on Eagle County's website. a. Credit on television shall resemble, as near as possible, the language set forth below in this subsection: "Taken from the Buchholz Ranch." b. Credit on Eagle County's website shall resemble, as near as possible, the language set forth below in this subsection: "Video on ECO TV 18 and photographs on this website have been taken with permission from a site on the Buchholz Family Ranch, located north of the town of Eagle in Eagle County, Colorado. The Buchholz family has been in Eagle County since 1882." 4.12 Revenue Sharing Addendum. Shall camera system generate revenue, Licensee and Owner agree to negotiate an addendum to be incorporated into the Original Agreement to share the profits. If any conflict exists between the provisions of this Amendment and the Original Agreement, the provisions of this Amendment shall control. This Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. 2 IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year first above written. OWNERS: HHOLZ FAMILY PARTNERSHIP - J • '~..-~- Jr~ .~ ~~ ~ z ~ )off J n T. Buc holz ,~ _ cog- ~S_ off` Mary Ly B. infrey COUNTY: Clerk to Board Commissioners Ila Jo n B. Cramer =. ~ ds-o~ J nette Marie B. Stockel COUNTY OF EAGLE, STATE OF COLORADO By and Through its Board of COUNTY COMMISSIONERS LICENSE AGREEMENT Between: Buchholz Family Partnership Attn: John T. Buchholz, General Partner PO Box 3762 Carefree, Arizona 85377 (hereinafter "Owners") and The County of Eagle P.O. Box 359 Eagle Colorado 81631 (hereinafter "Licensee") concerning: Access License for the maintenance of a tower and transmission equipment RECITALS WHEREAS, Licensee is desirous of obtaining an agreement from Owners for a License for ingress and egress across Owners' land, for the purpose of Licensee's maintaining a tower and transmission equipment located on property further described in the attached Exhibit "A"; WHEREAS, Owners and Licensee have agreed to terms and conditions for the granting of such a license and they desire to document such terms and conditions; WHEREAS, in exchange for payment of certain fees, Owners agree to permit Licensee access to the property described in the attached Exhibit "A" and the parties desire to reduce their agreement to writing; NOW, THEREFORE, the parties agree as follows: NATURE OF LAND USE GRANTED 1.0 License to use Roadwav. Licensee is hereby granted a license to enter on to the property of Owners for the purposes of gaining ingress and egress across the Owners' land for the purpose of maintaining a tower and transmission equipment. This license will permit Licensee to have ingress and egress upon any and all roadways on the Owners' property located in Eagle County, Colorado which is depicted in the attached Exhibit A, weather conditions permitting. Z.0 License Fee. Licensee shall pay fees to Owners as follows: The annual license fee for the first year of the lease term shall be twelve thousand dollars ($12,000.00). Owners will present an invoice on the first of September for each year of said License Agreement with payment due on or before the 10th day of the September. Payments should be remitted to JoAnn Cramer, Treasurer for the Buchholz Family Partnership, 2984 E. Amherst Avenue, Denver Colorado 80210. Each annual License fee will be increased by 5%o to reflect cost of living on September 1 of each year of this Agreement, beginning with September 1, 2007. 3.0 Term. The term of this license shall be for five years, commencing on the first day of September, 2006, and ending on the 31st day of August, 2011. 3.1 Termination. This license may be terminated without cause upon written notice from either party, given one hundred twenty (120) days before the date on which it is to terminate. Upon termination, the lease payments will be prorated for the remainder of the current lease year. 3.2 Termination Upon Default. Owners shall have the right to terminate immediately this Agreement in the event of any default by Licensee with respect to the covenants herein. Owners shall serve written notice of the condition of default upon Licensee, and this Agreement shall terminate ten (10) days after the date on such notice, subject to any subsequent entered into agreement between the parties concerning the cure of the default condition. Upon termination, the lease payments will be prorated for the remainder of the current lease year. CONDITIONS AND RESTRICTIONS 4.0 Licensee's Sole Expense. All construction, erection, and maintenance of the tower and transmission equipment shall be at the sole expense of Licensee. 4.1 Maintenance. Impassable Roads. Licensee hereby acknowledges that snow and other weather conditions may make impassable roads over the Owners' property, and that Licensee's obligations to pay fees and to make other performances shall not be diminished. Licensee further acknowledges that Owners have no obligation whatsoever under this Agreement to maintain the road for the benefit of Licensee. Owners have explained to Licensee that maintenance of the road is performed by other licensees and lessees, and that such other licensees and lessees may require Licensee to contribute to the costs of maintaining the road, and Licensee here agrees that it shall cooperate and that it shall contribute to the maintenance of the road as it may agree with these other licensees and lessees; and Licensee further agrees that such cooperation and contribution shall not be a substitute for, but shall be in addition to the payments and performances here required to be given to the Owners. 4.2 Licensee Responsible for Damages. Licensee shall be responsible for any damages occasioned by its use of roadways across Owners' land. 4.3 Indemnification. To the extent permitted by law, Licensee agrees to indemnify and save Owners harmless from any and all claims, demands, or suits regarding Licensee's use 2 of the road across Owners' land, including reasonable attorney's fees incurred in the enforcement of this provision. 4.4 Gates and Locks. Licensee agrees that as long as the Owners maintain a gate with a lock across the access road, that Licensee shall keep the gate locked at all times. Licensee shall provide Owners with two copies of any key added to the gate across the access road. 4.5 Default Damages. In the event of a default by the Licensee, the Owners may elect to treat this Agreement as in full force and effect and may seek damages or other legal remedies as may be available to Owners, and Owners shall be entitled to any and all costs, including reasonable attorney's fees, in connection with enforcement of this Agreement or the collection of damages with respect thereto. 4.6 No Hunting or Fishing. Nothing in this Agreement shall be construed to give Licensee, or any of Licensee's officers, agents, employees, or dependents of employees any right whatsoever to fish or hunt on the Owner's property. Licensee agrees that it shall inform all of the persons which Licensee might cause to come on the Owners' property to be informed of this prohibition against hunting and fishing on the Owners' property. 4.7 No Residual Rights. Upon termination of this Agreement, all rights which Licensee might enjoy under this Agreement shall terminate and thereafter Licensee shall have no rights whatsoever in Owners' property. 4.8 Use of Property Licensee agrees that the Leased Property is to be used only to maintain a tower and transmission equipment necessary to broadcast communication signals. The County's computer equipment is located in the Holy Cross Electric Co. building located on the leased property. 4.9 Creation of Liens. Lessee shall have no authority to create liens against the property of Owners, regardless of whether the liens are for labor or materials supplied. Lessee agrees to notify any and all materialmen, suppliers, contractors, or laborers involved in any way with work on the property that they must look only to Lessee for payment and that Lessee has no authority whatsoever to bind Owners or Owners' property. Lessee agrees to save and hold harmless Owners, including reasonable attorney's fees incurred in the enforcement of this provision from any and all damages which Owners may incur as a result of liens which may filed against Owners' property as a result of Lessee's actions, or inaction. 4.10 Subordination. This Agreement, and any and all rights Lessee may have herein, shall be subordinate to any and all liens which Owners may cause to be attached to the Property. This agreement to subordinate shall be self operative and no further instrument or document of subordination shall be required. In confirmation of this Agreement to subordinate, Lessee agrees that it shall promptly execute any and all documents or certificates which the Owners may request from time to time. Lessee here appoints Owners as Lessee's attorney-in-fact to execute such documents or certificates in the name of and as the act and deed of Lessee. This authority is hereby declared to be coupled with an interest and irrevocable. 3 GENERAL TERMS 5.0 Binding Effect. All the covenants and agreements in this document shall be binding upon and inure to the benefit or the heirs, executors, administrators, successors, and assigns of the parties hereto. 5.1 Transferor Assignment. This Agreement may not be transferred or assigned by Licensee without the express written consent of Owners, and any and all such requests for permission to make the transfer shall give Owners the right to impose and require different fees and different conditions than contained herein, in the Owners' sole discretion. This Agreement shall be binding upon any grantees receiving by deed from the Owners. Should this Agreement be transferred or assigned or should Licensee be sold or merge with any other company the Owners shall receive a $1,000.00 fee for administrative costs. 5.2 Ouiet Enjoyment. Owners warrant and covenant to provide Licensee with peaceful and quiet enjoyment of the emoluments of this Agreement. 5.3 Colorado Law. The laws of the State of Colorado and the rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and enforcement of this Agreement. 5.4 Notices. Any written notice or communication provided for, required, or permitted hereunder, shall be deemed to have been sufficiently delivered upon the mailing of such notice, first class mail, postage prepaid, to the party's address as listed above or as hereafter maybe directed in writing. 5.5 Complete A Bement. The making, execution, and delivery of this Agreement by Licensee has been induced by no representations, statements, warranties, or agreements other than those herein expressed. This Agreement embodies the entire understanding of the parties and there are no further or other agreements or understandings, written or oral, in effect between the parties, relating to the subject matter hereof. This instrument may be amended or modified only by an instrument of equal formality signed by the respective parties, with notice. 5.6 Continuity. This Agreement shall be irrevocable during its term and shall continue in force unless or until terminated by any of the parties hereto only in accordance with and as allowed under the terms of this Agreement. Thereupon this Agreement shall absolutely end. 5.7 Time of Essence. Time is of the essence hereof as to all payments and performances require hereunder. 5.8 Date of Agreement. This Agreement is entered into this _ day of August, 2006. 4 OWNERS: LICENSEE: BUCHHOLZ FAMILY PARTNERSHIP John T. Buchholz Mary Lynn B. Winfrey Ila Jo Ann B. Cramer Jeanette Marie B. Stockel COUNTY OF EAGLE, STATE OF COLORADO, ~ ~'`~F c~, By and Through Its BOARD OF OUNTY ATTEST: ° ~ COMMISSIONE ~ ~* By: ~~~'~ F ©° Clerk to the Board ~ ~R~ Peter F. Runyon, Chairma. Of County Commissioners 5 EXHIBIT A Property Description The premises shall include a roadway 30 feet in width over and across those portions of Sections 3,10,14 and 15, Township 4 South, Range 84 West of the 6th P.M., Eagle County, Colorado 6