No preview available
HomeMy WebLinkAboutC12-230 Castle Peak Road Access AgreementLICENSE AGREEMENT This License Agreement (herein after called "Agreement ") is made and entered into by and between ROCKY MOUNTAIN CONSERVATION PARTNERS, LLC, a Colorado Limited Liability Company, doing business as CASTLE PEAK RANCH (herein after called "Licensor") and Eagle County (herein after called Licensee "). RECITALS A. Licensor is the owner of certain real property located in Eagle County, Colorado commonly known as the Castle Peak Ranch (herein after called "Property "). Exhibit A shows the location of the Property and is attached and herein. B. Licensee is the owner and operator of a communications site (herein after called Communications Site) located on or near Castle Peak in Eagle County, Colorado. C. Licensee desires to obtain from Licensor a two (2) years, non - exclusive access permit to cross the Property to gain more convenient ingress and egress to and from the Communications Site. In this regard, Licensee has requested from Licensor permission to use an existing private roadway (herein after called "Road ") located on the Property for such access purposes, and illustrated in Red on Exhibit A. D. Licensor is willing to permit Licensee to use the Road subject to the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, Licensor and Licensee agree as follows: 1. License to Use Licensor hereby grants to licensee the non - exclusive right to use the Road for a term of two (2) years, commencing on July 1, 2012. Licensee's right to use the Road shall be for the sole purpose of providing vehicular access to ingress and egress from the Communications Site. 2. Terms and Conditions The right of Licensee to use the Road shall be subject to the following terms and conditions: a. Official business Only the designated employees, contractors, or duly authorized agents of Licensee shall be allowed to enter the Property to use the Road. Such use shall be limited to official business of the Licensee associated with the construction, maintenance, and operation of the Communications Site. All stopping and standing on the Road shall be kept to a minimum. All vehicles on the Road shall travel at slow rates of speed, 15 mph or slower, in order to keep road dust and washboard to a minimum. b. Gate Operations Licensor shall provide to Licensee a code to the southernmost gate on the Road controlling access to the Road. The code may be changed periodically at the discretion of the Licensor's Ranch Manager. c. Inclement Weather Conditions The Road will be closed to all vehicular traffic after heavy rains and during the winter, or when Licensor's Ranch Manager, in his reasonable discretion, determines that road conditions are so adverse as to render the Road impassable. An exception will be made in the case of an emergency whereby the communications site becomes inoperable thereby endangering public safety, so long as the Licensee agrees to pay for any necessary reasonable repairs to the Road caused by Licensee during the emergency access. Licensor agrees to equitably spread the costs of such repairs among all users of the Road during the adverse conditions, based upon the damage caused by each such user during the adverse conditions. No vehicle should be left blocking the road. Vehicles left unattended or "stuck" due to mud or snow may be removed at the discretions of the Ranch and the expense of the vehicle owner. Any damage caused to said vehicle shall also be the responsibility of the vehicle owner. d. Maintenance Fees Licensee shall pay Licensor an annual fee for maintenance of the Road. The annual fee for 2012 is $2,800.00 and 2013 is $3,100.00. e. Road Repairs and Maintenance Licensee shall immediately repair any damage to the Road caused by Licensee's use of the Road. In the event Licensee fails to immediately repair any Road damage caused by Licensee, Licensor upon notice to licensee may cause such repairs to be made and invoice Licensee for the cost of the same. In the spring of each year (and if the primary term of this Agreement is extended beyond its initial term), Licensor shall perform any and all needed maintenance to the Road, including but not limited to grading, blading, and graveling as well as installing or constructing culverts, water bars, drainage ditches, or other devices in, or under, or around the Road. f. Rights Reserved Licensor reserves the right to suspend or terminate this Agreement if the Licensee fails or refuses to comply with the terms and conditions set forth in subparagraphs 2. a,b,c,d, and e above. 3. Indemnification Licensee indemnifies Licensor for any and all damages of any kind that Licensor or its employees, contractors, or authorized agents may suffer, including reasonably attorneys fees and costs, as a result of use of the Road pursuant to the non - exclusive license here in granted. 4. Non - Assignablitv Licensee shall not assign, sublet, or in any manner transfer its rights under the Agreement or any estate or interest therein, or grant any license, concession, permit, or other right of occupancy, use or operation of the Property or the Road or any portion thereof without the prior written consent of Licensor, which consent may be withheld in Licensor's sole discretion. 5. Enforcement This Agreement shall be construed in accordance with the laws of Colorado. In the event litigation arises to enforce the terms or conditions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and court costs. Venue will be the Eagle County District Court. 6. Prior Agreements This Agreement supersedes and replaces any prior agreement between Licensor and Licensee regarding use of the Road. 7. Notices and Representatives Each individual identified below is the principal representative of the designating party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such party's principal representative at the address set forth below. Either party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. a. Licensee Eagle County - 800MHz ATTN: Barry P.O. Box 850 Eagle, CO 81631 b. Licensor Brian Sewell, Ranch Manager Rocky Mountain Conservation Partners, LLC, dba Castle Peak Ranch P.O. Box 3545 5200 Eby Creek Road Eagle, CO 81631 Licensor:Licensee: Rocky Mountain Conservation Partners, LLC Eagle County dba Castle Peak Ranch By : f!By= Brian Sewell Title 1". Ranch Manager III