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HomeMy WebLinkAboutC20-292 Gerard Brothers 7/30/2020 10:39:00 AM Page 1 of 8 LICENSE AGREEMENT This License Agreement entered into this _____________________, between: Owner: Eagle County, Colorado Address: P.O. Box 850 Eagle, CO 81631 and Contractor/ Licensee: The Gerard Brothers Partnership, L.L.L.P., a Colorado limited liability limited partnership. THE PARTIES AGREE AS FOLLOWS: 1.PROPERTY DESCRIPTION. See attached Exhibit “A”, a portion of Tract 66 and 67 as set forth therein. 2.PURPOSES OF THE AGREEMENT AND DUTIES. The Contractor shall have a license to enter the Property and perform: (a)Ditch and culvert cleaning and maintenance; fencing and repair; head-gate maintenance; mowing; haying; and any related activities directed by County. (b)Pest control, irrigation (including maintenance, repair, and replacement), maintenance of all necessary machinery, and fertilization. Upon presentment of invoices for materials or parts, County shall reimburse Contractor within (30) days. All applications of fertilizer or pesticides must be approved PRIOR to application by Contractor. (c)The use of any equipment or buildings which are the property of County is not included in the terms of this Agreement unless otherwise agreed to in writing. (d)Both County and Contractor must agree in advance to any expenditure over $500.00. An example of such Owner property expenditure is the sprinkler apparatus which has moving parts such as wheels, sprinkler heads, and other parts; machines or vehicles in need of repair; or ditch, lining, culvert, excavation, or head-gate components. (e) The Contractor shall be responsible for all expenses associated with haying of the property including, but not limited to, sprinkler heads, fertilizer, seed, and maintenance of spray guns. Any expenses associated with the underground irrigation pipes on the haying property will be covered by the Owner, only after Owner’s approval thereof. (f)The Contractor is required to have insurance for liability, damages, and injury associated with the Contractor’s haying, and any injuries and/or damage to persons or DocuSign Envelope ID: 50D2D8A5-A670-44BD-940E-D6D51EBD96E9 8/7/2020 C20-292 7/30/2020 10:39:00 AM Page 2 of 8 property caused to anyone from the operation of haying and machinery on the Property included in this Agreement is the responsibility of the Contractor. Contractor will provide County with proof of insurance prior to the beginning operations under this license. See section (j) below. (g) To prevent noxious weed from going to seed on said premises and to destroy the same and keep the weeds cut. (h) To prevent all unnecessary waste, loss, or damage to the property of the Owner. (i) To comply with pollution control, water quality, and environmental protection requirements as required by local, state, and federal agencies, as well as to implement soil erosion control practices to comply with the soil loss standards mandated by local, state, and federal agencies. (j) Insurance for the term of the License, Contractor shall maintain insurance with a carrier acceptable to County, insuring Contractor while performing on these premises hereunder for the following types and in stated minimum amounts: 1. Worker’ s Compensation insurance as required by law and employer’ s liability insurance covering any employees acting within the scope and course of their employment, if any. 2. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired and non-owned vehicles. 3. Property coverage for mobile equipment for Licensee’s owned, leased or borrowed equipment (not County’ s equipment) in an amount determined by Licensee to be sufficient. 4. General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. Licensee shall furnish a Certificate of Insurance and agrees that all applicable insurance policies name the Owner as an additional insured and to receive notice of termination of coverage. Prior to commencement of any work during the period of the Agreement, the Licensee shall provide proof of insurance coverage on an original Certificate of Insurance, counter-signed by an insurer licensed to do business in Colorado naming Owner as additional insured. (k) To use prudence and care in transporting, storing, handling, and applying all fertilizers, pesticides, herbicides, and other chemicals and similar substances; to read and follow instructions on the labels for the use of such materials in order to avoid injury or damages to persons or property or both on the Licensed premises and adjoining areas; and to comply with state pesticide training, licensing, storing, and usage. Any chemicals for weed or insect control or other use, when used, should be applied at levels not to exceed the manufacturer’s recommendation. DocuSign Envelope ID: 50D2D8A5-A670-44BD-940E-D6D51EBD96E9 7/30/2020 10:39:00 AM Page 3 of 8 (l) To be solely responsible for all employer obligations on hired labor with respect to safety requirements and social security and workers’ compensation contributions, and County shall have no responsibilities therefore. 3. ACTIVITIES RESTRICTED. The Contractor further agrees: (a) Not to pasture livestock that continue to break through fences. Should any animal be found outside the pasture on at least three occasions, the Owner may request its removal. (b) Not to put any cattle in pasture without getting specific approval from the Owner in advance regarding number, health, sex, breed, and age. (c) Not to assign this Agreement to any person or persons or sublet any part of the premises, unless approval in writing by Owner. (d) Not to erect or permit to be erected any structure or building or to incur any expense to the Owner for such purposes. (e) Not to permit, encourage, or invite other persons to use any part or all of this property for any purpose or activity not directly related to its use for agricultural production, except as specifically noted here: N.A. (f) Not to cut live trees for sale purposes or personal uses. (g) Not to erect or permit to be erected any commercial advertising signs on the Property. (h) Not to enter into any agreement, contract, or other farming or business arrangement that alters rights in the Owner’s security interest, right of entry, default or possession. 4. DEFAULT, POSSESSION, RIGHT OF ENTRY, AND LIABILITY. County and Contractor mutually agree to the following provisions. (a) Termination upon default. If either party fails to carry out substantially the terms of this License in due and proper time, the License may be terminated by the other party by serving a written notice citing the instance(s) of default and specifying a termination date of 30 days from the date of such notice. (b) Possession. The Contractor agrees at the expiration or termination of this License to yield possession of the premises to the Owner without further demand or notice, in as good order and condition as when they were entered upon by the Licensee, loss by fire, flood, or tornado, and ordinary wear excepted. If the Contractor fails to yield possession, the Contractor shall pay to the Owner a penalty of $50 per day or double rent, whichever is less, for each day the Licensee remains in possession thereafter, in addition to any damages caused by the Contractor to the Owner’s land or improvements, and said payments shall not entitle the Contractor to any interest of any DocuSign Envelope ID: 50D2D8A5-A670-44BD-940E-D6D51EBD96E9 7/30/2020 10:39:00 AM Page 4 of 8 kind or character in or on the premises. Owner shall not be required to pursue a forcible entry and detainer action, and may exclude Contractor from the property. (c) Owner’s right of entry. Owner reserves the right personally or by agents, employees, or assigns to enter upon the premises at any time to view them, count animal units, to work or make repairs or improvements thereon, to care for and dispose of the Owner’s share of livestock, to develop mineral resources, and to hunt and fish. (d) Water and mineral rights. Nothing in this Agreement shall confer upon the Contractor any right to minerals underlying the land or to any of the water rights used by Contractor. Such mineral rights and water rights are hereby reserved by the Owner together with the full right to enter upon the premises and to bore, search, excavate, work, and remove the minerals, to pass over the premises with vehicles, and to lay down and work any tank, pipelines, power lines, and structures as may be necessary or convenient for the above purpose. (e) Liability. Contractor takes possession of the licensed premises subject to the hazards of operating a farm, and assumes all risk of accidents personally as well as for family, employees, or agents in pursuance of farming operations, or in performing repairs on building, fences, ditch, and other improvements. 5. ADDITIONAL AGREEMENTS. (a) Jurisdiction and venue shall be in Eagle County, Colorado for any dispute concerning interpreting and enforcement of this Agreement. (b) Owner shall be entitled to all attorney fees incurred to interpret and enforce this Agreement, and collect any amounts due. (c) Agreement may only be amended, in writing, signed by both parties. (d) Contractor shall indemnify and hold harmless Owner for all damage to persons or property caused by the animals, on the property or if they escape. 6. PAYMENT. Payment is to be made by County to Contractor, with checks or money orders made out to Contractor at the above address. Likewise, invoices for expenses due from Contractor shall be sent to County at the address above. 7. CONTRACTOR DUTIES AND CONDITIONS. Contractor agrees to: (a) Assume all liability for any damage or injury to persons or property, real or personal, resulting from the Contractor’s actions under this Agreement, and will hold Owner harmless from the same. (b) Pay for any damages which are the direct result of the Contractor’s actions. (c) Use the existing roadways and not construct or improve farm roads, access roads, or stacking and loading areas. Debris resulting from harvesting and transporting is to be DocuSign Envelope ID: 50D2D8A5-A670-44BD-940E-D6D51EBD96E9 7/30/2020 10:39:00 AM Page 5 of 8 disposed of by the Contractor prior to termination of the Independent Contractor Agreement. (d) Contractor shall repair damage to head-gates, fields, and fences to the approval of Owner prior to the expiration of term. (e) Comply with all local, state, and federal laws and regulations governing all activities related to the application of pesticides and commercial fertilizers, the cultivation of crops and the compliance thereof. Contractor shall follow label directions in the handling and application of all chemicals used on the Property, and follow all applicator’s licensing requirements. Contractor shall comply with local, state, and federal laws and regulations pertaining to potential groundwater contamination. 8. TRANSFER OF INTEREST. The Contractor agrees not to lease or sublet any part of the Property, nor assign this Agreement to any other person, nor sublease any or all of the Property described herein without prior written permission of the Owner. This Agreement shall be binding upon the heirs, assignees, or successors in interest of the Contractor and Owner. If Owner should sell or otherwise transfer title to the Property, Owner will do so subject to the provisions of this Agreement. 9. NO PARTNERSHIP CREATED. This Agreement shall not be deemed to give rise to a partnership relation, and neither party shall have authority to obligate the other without written consent. 10. INDEPENDENT CONTRACTOR. The licensee is an Independent Contractor for all purposes, including worker's compensation, and not an employee or agent of Owner. The Owner agrees that the undersigned Contractor shall have the sole control of the method, hours worked, time and manner of any normal operations necessary to grow an agricultural crop to be performed hereunder and takes no responsibility for supervision or direction of the performance of any of the operations to be performed by the undersigned Contractor or of the Contractor’s employees, except for the limited right of Owner to cease operations for breach of this Agreement. Owner further agrees he will exercise no control over the selection and dismissal of the Contractor’s employees. 11. INDEMNIFICATION. The Contractor agrees to protect, indemnify and save harmless the Owner and the Owner’s successors, assigns, and agents from and against all causes of action, claims, demands, suits, liability or expense by reason of loss or damage to any property or bodily injury to any person, including death, as a direct or indirect result of operations under this Agreement or in connection with any action or omission of the Contractor, who shall defend the Owner and the Owner’s employees and agents in any cause of action or suit. 12. CHANGES IN AGREEMENT TERMS. The conduct, representation, or statement of either party, by act or omission, shall not be construed as a material alteration of this Agreement until such provision is reduced to writing and executed by all parties as an addendum to this Agreement. DocuSign Envelope ID: 50D2D8A5-A670-44BD-940E-D6D51EBD96E9 7/30/2020 10:39:00 AM Page 6 of 8 13. TERMINATION. This Agreement may be terminated by either County or Contractor upon giving twenty one (21) days' written notice to the other party, or by County upon its paying all compensation due and owed to Contractor in lieu of said notice. In addition, this Agreement shall be terminated immediately upon the occurrence of anyone of the following events: (a) Mutual Agreement of the Parties, upon proper notice as set forth herein; (b) Closing of the contract to sell the subject portion of, Tract 67 to Eagle County; or (c) In the event Contractor shall fail or refuse to faithfully or diligently perform the provisions of this Agreement or the usual and customary duties of the Contractor's position. It is further understood that all parties have read the terms and provisions of this Agreement and have agreed to abide by the terms and provisions herein. COUNTY: COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its County Manager By: ______________________________ Jeff Shroll, County Manager Contractor/Licensee: The Gerard Brothers Partnership, L.L.L.P., a Colorado limited liability limited Partnership By: __________________________ Its: __________________________ Date: ________________________ DocuSign Envelope ID: 50D2D8A5-A670-44BD-940E-D6D51EBD96E9 Owner 8/7/2020 7/30/2020 10:39:00 AM Page 7 of 8 EXHIBIT A Legal Description A parcel of land lying in Tract 66 and 67, Township 5 South, Range 84 West of the Sixth Principal Meridian, Eagle County, Colorado according to the Independent Resurvey of said Township and Range as approved on June 20, 1922; said parcel being more particularly described as follows: Beginning at a found 2 1/4” brass cap on a 1” steel pipe marking the corner of Tracts 64, 65, 66 and 67; thence along the northerly line of said Tract 66 S89°23'37"E 174.53 feet; thence departing said northerly line following an existing 4 foot high 3 strand barbed wire fence the following twenty seven courses: 1) S40°23'38"E 128.96 feet; 2) S41°39'04"E 241.52 feet; 3) S41°01'57"E 160.72 feet; 4) S42°52'13"E 159.47 feet; 5) S31°05'42"E 113.71 feet; 6) S30°51'50"E 159.51 feet; 7) S39°49'34"E 34.70 feet; 8) S86°00'24"E 9.54 feet; 9) S40°49'11"E 106.09 feet; 10) S46°46'36"E 191.02 feet; 11) S36°16'09"E 257.18 feet; 12) S35°17'12"E 168.56 feet; 13) S36°25'42"E 52.59 feet; 14)S39°07'40"E 90.02 feet; 15) S33°37'08"E 149.96 feet; 16) S17°37'27"E 68.19 feet; 17) S25°12'15"E 122.70 feet; 18) S37°17'50"E 187.92 feet; 19) S20°08'16"W 357.73 feet; 20) S24°39'20"E 191.90 feet; 21) S05°55'54"E 64.28 feet; 22) S08°30'16"E 75.77 feet; 23) S19°51'48"E 62.74 feet; 24) S46°22'23"E 53.80 feet; 25) N52°13'06"E 43.58 feet; 26) S84°53'38"E 418.92 feet; 27) S00°00'00"E 70.77 feet to the northwesterly corner of Lot 1 Ridgway Homesites per the final plat recorded at Reception No. 375263 in the office of the Eagle County, Colorado, Clerk and Recorder; thence along the westerly line of said Ridgway Homesites the following twenty courses: 1) S55°18'52"E 39.07 feet; 2) S13°57'07"E 94.36 feet; 3) S02°26'31"W 102.12 feet; 4) S10°11'04"E 162.55 feet; 5) S21°41'20"W 49.61 feet; 6) S21°45'20"W 42.24 feet; 7) S04°33'07"W 118.59 feet; 8) S68°23'47"W 91.12 feet; 9) S49°19'47"W 106.40 feet; 10) S29°25'00"W 141.10 feet; 11) S09°13'43"W 14.02 feet; 12) S16°53'54"E 148.42 feet; 13) S39°21'48"E 114.49 feet; 14) S83°59'43"E 63.74 feet; 15) S23°07'03"E 34.39 feet; 16) S23°17'06"W 42.02 feet; 17) S51°16'48"E 30.23 feet; 18) S02°55'12"E 72.60 feet; 19) S24°37'55"E 51.71 feet; 20) S04°05'58"W 36.87 feet to the southwesterly corner of said Lot 3 Ridgway Homesites also being the southerly line of said Tract 66; thence along said southerly line N87°30'52"W 760.66 feet to corner AP 5 Tract 66 and corner AP 6 Tract 67 referenced by a found 30 foot witness corner being a 3 1/4” aluminum cap on a No. 6 rebar; thence along the south line of Tract 67 N89°50’06”W 165.49 feet to the centerline of Brush Creek Road; thence departing said south line and along said centerline the following twenty courses: 1) 175.88 feet along the arc of a curve to the left, having a radius of 806.14 feet, a delta angle of 12°30'02", and a chord that bears N14°42'37"W 175.53 feet; 2) N20°57'38"W 149.13 feet; 3) 218.82 feet along the arc of a curve to the left, having a radius of 495.09 feet, a delta angle of 25°19'23", and a chord that bears N33°37'20"W 217.04 feet; 4) N46°17'01"W 201.67 feet; 5) 219.83 feet along the arc of a curve to the right, having a radius of 418.98 feet, a delta angle of 30°03'41", and a chord that bears N31°15'11"W 217.31 feet; 6) N16°13'20"W 419.17 feet; 7) 103.42 feet along the arc of a curve to the right, having a radius of 780.12 feet, a delta angle of 7°35'44", and a chord that bears N12°25'28"W 103.34 feet; 8) N08°37'36"W 93.72 feet; 9) 182.18 feet along the arc of a curve to the left, having a radius of 1297.57 feet, a delta angle of 8°02'40", and a chord that bears N12°38'56"W 182.03 feet; 10) N16°40'16"W 94.78 feet; 11) 174.52 feet along the arc of a curve to the left, having a radius of 1090.26 feet, a delta angle of 9°10'17", and a chord that bears DocuSign Envelope ID: 50D2D8A5-A670-44BD-940E-D6D51EBD96E9 7/30/2020 10:39:00 AM Page 8 of 8 N21°15'25"W 174.33 feet; 12) N25°50'34"W 60.28 feet; 13) 172.19 feet along the arc of a curve to the left, having a radius of 484.96 feet, a delta angle of 20°20'36", and a chord that bears N36°00'51"W 171.29 feet; 14) N46°11'09"W 555.64 feet; 15) 80.96 feet along the arc of a curve to the left, having a radius of 2299.07 feet, a delta angle of 2°01'03", and a chord that bears N47°11'41"W 80.95 feet; 16) N48°12'13"W 553.16 feet; 17) 229.50 feet along the arc of a curve to the left, having a radius of 997.15 feet, a delta angle of 13°11'13", and a chord that bears N54°47'50"W 228.99 feet; 18) N61°23'26"W 167.42 feet; 19) 224.37 feet along the arc of a curve to the right, having a radius of 607.37 feet, a delta angle of 21°09'56", and a chord that bears N50°48'28"W 223.09 feet; 20) N40°13'30"W 545.59 feet to the west line of said Tract 67; thence along said west line N00°02'04"E 29.88 feet to a found No. 5 rebar on a 1 1/2" aluminum cap LS #23089 marking the southwest corner of a parcel recorded in Book 82 at Page 475 in the office of the Eagle County Colorado Clerk and Recorder; thence S40°13'30"E 29.80 feet to a found No. 5 rebar on a 1 1/2" aluminum cap LS #23089 marking the southeast corner of said parcel; thence N00°00’44”E 388.89 feet to a found No. 5 rebar and 1 1/2" aluminum cap LS #23089 marking the northeast corner of said parcel on the north line of said Tract 67; thence along said north line S89°22’42”E 1396.84 feet to the point of beginning, containing 131.33 acres, more or less, County of Eagle, State of Colorado DocuSign Envelope ID: 50D2D8A5-A670-44BD-940E-D6D51EBD96E9