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Home My WebLink AboutC14-305 Gerry Strickland Bortz License Agreementr LICENSE AGREEMENT L'1- THIS LICENSE AGREEMENT ("Agreement") is effective as of the day of f , 2014 by and between Gerry Strickland Bortz, an individual (hereinafter "Licens r") and Eagle County, Colorado, a body corporate and politic (hereinafter "Licensee"). RECITALS WHEREAS, Licensor is the owner of certain real property located in Eagle County, Colorado, commonly known as the Bortz property, and depicted on Exhibit A, attached hereto and incorporated herein (hereinafter referred to as "Licensor's Property"); and WHEREAS, Licensee leases certain real property adjacent to Licensor's Property in Eagle County, Colorado (the "Leased Property"); and WHEREAS, Licensee desires to construct on the Leased Property a communications site, consisting of a radio tower and transmissions equipment necessary to broadcast communication signals (the "Communications Site"); and WHEREAS, in order to obtain more convenient access to the Communications Site, Licensee is desirous of obtaining from Licensor a license for non-exclusive ingress and egress across Licensor's Property, using an existing private access roadway on Licensor's Property; and WHEREAS, Licensor is willing to grant such license to Licensee upon the terms and conditions set forth below. For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. License to Use. Licensee is hereby granted a non-exclusive license to enter onto Licensor's Property to use the existing private access roadway on Licensor's Property, the location of which is depicted on Exhibit A (the "Roadway"). This permission is granted for the sole purpose of allowing vehicular access to and from the Communications Site for the construction, maintenance, repair and operation of the Communications Site. During the Initial Term (as that term is defined below), Licensee is permitted to use the Roadway Monday through Friday, 8:00 a.m. to 5:00 p.m. MT, without prior notice to Licensor. Use of the Roadway during the Initial Term outside of the aforementioned days and times is permitted; however, before doing so, Licensee must call Licensor to notify Licensor of such proposed use. Following the Initial Term, Licensee is permitted to use the Roadway at any time upon at least 24 hours verbal notice for the maintenance, repair and operation of the Communications Site. Notwithstanding the foregoing, access to the Property and the Roadway will be permitted at any time in the event of an emergency so that Licensor can make any necessary repairs to the Communications Site. For purposes of this Agreement, an emergency is defined as an event which causes damage to or renders the Communications Site inoperable, thereby endangering public safety. In the event of an emergency, Licensee will endeavor to provide prior notice to Licensor of Licensee's use of the Roadway. � 100t 2. Term. Subject to the provisions of this paragraph 2, the term of this Agreement shall commence on hikk I , 2014 and shall expire at 11:59 P.M. on 92015 (the "Initial Term'j. Upon expiration of the Initial Term, and subject to ta provisions of this paragraph 2, this Agreement shall automatically renew for five (5) successive one-year periods upon the same terms and conditions set forth herein (each a "License Year"). a. Termination. This Agreement may be terminated without cause upon written notice from either party, given thirty (30) days before the date on which it is to terminate. Upon termination, the license fee will be prorated through the date of termination. In the event Licensee is due a refund of any portion of the license fee, Licensor such refund such portion within thirty (30) days of the effective date of termination. 3. License Fee. Licensee shall pay a license fee to Licensor as follows: a. The annual license fee for the Initial Term of this Agreement shall be $3,000.00, based on the understanding that the Initial Term is considered a "construction year" as construction of the Communications Site will take place during the Initial Term. Payment of the license fee for the Initial Term shall be due within thirty (30) days of execution of this Agreement. b. The annual license fee for any License Year following the Initial Term shall be $1,500.00, based on the understanding that the County will require less intensive use of the Roadway during a License Year that is not a "construction year". Licensor will present an invoice to Licensee on the 1St day of April of each License Year, with payment due on or before the 30th day of April. Notwithstanding the foregoing, in the event Licensee anticipates the need for an additional "construction year" in any License Year following the Initial Term, Licensee agrees to pay a license fee of $3,000.00 for that License Year. 4. Conditions and Restrictions. a. Authorized Users. Only designated employees, contractors or duly authorized agents of the Licensee shall be allowed to enter onto Licensor's Property to use the Roadway. b. Improvements. Licensee shall not make any improvements to the Roadway without the prior written consent of Licensor. d. No Parking or Storage. Licensee shall not park or store any vehicles or other property on the Roadway or on the Licensor's Property. All stopping and standing on the Roadway shall be kept to a minimum, and no vehicles should be left blocking the Roadway. e. Speed. Licensee shall post a 5 mph speed limit sign on the Roadway at the commencement of this Agreement, and all vehicles using the Roadway shall travel at the posted speed or less. f. Inclement Weather. Licensee hereby acknowledges that access to the Roadway may be denied when weather or road conditions, as determined by Licensor in its reasonable discretion, are so adverse as to render the Roadway impassable. Notwithstanding the foregoing, Licensee may use the Roadway at any time in the event of an emergency, as that term is defined in paragraph 1 above. Vehicles left unattended or "stuck" due to mud or snow on the Roadway may be removed at the reasonable discretion of the Licensor and at the expense of the vehicle owner. g. Maintenance and Repairs. Licensee shall repair any damage to the Roadway caused by its use of Roadway. Licensor may, but is not required, to plow the Roadway to remove snow. Licensee may plow the Roadway, if necessary to access the Communications Site; however, Licensee is responsible for any damage to the Roadway caused by the plow. 5. Indemnification. To the extent permitted by law, Licensee agrees to indemnify and save Licensor harmless from any and all claims, demands, or suits regarding Licensee's use of the Roadway, including reasonable attorney's fees incurred in the enforcement of this provision. 6. Creation of Liens. Licensee shall have no authority to create liens against the Licensor's Property, regardless of whether the liens are for labor or materials supplied. Licensee agrees to notify any and all materialmen, suppliers, contractors, or laborers involved in any way with work on the Communication Site that they must look only to Licensee for payment and that Licensee has no authority whatsoever to bind Licensor's Property. 7. Binding Effect. This Agreement shall be binding upon and inure to the benefit or the heirs, executors, administrators, successors, and assigns of the parties hereto. 8. Assignment. Licensee shall not assign, sublet or in any manner transfer its rights under this Agreement or grant any license, concession, permit or other right of occupancy, use or operation of the Roadway or of the Licensor's Property without the prior written consent of the Licensor, which consent may be withheld in Licensor's sole discretion. 9. Quiet Enjoyment. Owners warrant and covenant to provide Licensee with peaceful and quiet enjoyment of the license granted by this Agreement. 10. 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. Venue shall be the Eagle County District Court. 11. Notices. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. LICENSEE: Eagle County, Colorado Attention: Barry Smith 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3545 Facsimile: 970-328-8694 Email: barry.smith&eaglecount y�us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile:' 970-328-8699 E -Mail: attygeaglecounty.us LICENSOR: Gerry Strickland Bortz Garrett Stack 970-310-0593 Email: T 12. Entire Agreement. ement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. Modification of this Agreement shall be binding only if in writing and signed by each party. 13. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions. 14. Annual Appropriations. All financial obligations set forth in this Agreement are subject to annual appropriation pursuant to C.R.S. § 29-1-110, as amended. 4 ,1 LIC N R: Gerry StriOkland Bortz STATE OF COLORADO ) )ss. COUNTY OF The foregoing instrument as acknowledged before me this day of 2014, by AIAA Witness my hand and officiala�l.f My commission expires: � owl ' DEBORAH L NN CHIiRCHILL Iq NOTARY PUBLIC STATE OF COL(?RArrO 11'otary Public MY COMMISSION EXPlA�g 3oa4/20-r LICENSEE: COUNTY OF EAGLE, STATE OF COLORADO, Q s6rd,. and Through Its BOARD OF COUNTY ATTEST: ��'1 MISSIONERS By: Clerk to the Board Of County Commissioners � 4 , Chairman-- -�a hairman--�a f -A s c -a- 5 EXHIBIT A ►J Access Road Location: