HomeMy WebLinkAboutC25-227 License Agreement with the Town of Eagle for water main project on Brush Creek Valley Ranch and Open SpaceLICENSE AGREEMENT
THIS License Agreement (“License”) is made and entered into by and between Eagle
County, Colorado, whose address is 500 Broadway, P.O. Box 850, Eagle, CO 81631 (herein,
“Licensor”) and Town of Eagle, Colorado, whose address is 200 Broadway, P.O. Box 609,
Eagle, CO 81631 (herein, “Licensee”). The Licensor and Licensee may be referred to
collectively as the “Parties.”
WHEREAS, Licensor is the owner of certain real property as described in Exhibit A
attached hereto and incorporated herein by this reference (“Licensor Property”); and
WHEREAS, Licensee holds waterline easements across Licensor Property deposited in
the records of the Eagle County Clerk and Recorder at Book 218, Page 431, Book 399, Page 365,
and Book 455, Page 752, which contain water utility improvements; and
WHEREAS, Licensee wishes to obtain a revocable license from the Licensor to replace
existing water utility improvements within a new alignment and other related improvements
across Licensor Property (the “Improvements”), as described and depicted in the Plans and
Specifications attached hereto and incorporated herein by this reference as Exhibit B; and
WHEREAS, Licensor Property is encumbered by a Deed of Conservation Easement,
deposited in the records of the Eagle County Clerk and Recorder at Reception No. 201723583,
which deed requires approval by the Eagle Valley Land Trust of any new utility improvements
as contemplated herein; and
WHEREAS, the Parties desire to enter into a permanent easement agreement at a future
time subject to the Licensor’s approval; and
WHEREAS, the Licensor desires to grant the Licensee a license in order to permit
construction and maintenance of the Improvements, subject to the terms and conditions herein.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. Incorporation of Recitals. The foregoing Recitals are fully incorporated herein as
if set forth in full.
2. Grant of License. Licensor hereby grants to Licensee a revocable license for the
purpose of locating, installing, constructing, operating, maintaining, and accessing the
Improvements across, under, and through Licensor Property, as described and depicted on
Exhibit C (the “Licensed Area”). Licensor is granting this License as an accommodation and
without monetary consideration. Licensee shall, at its expense, procure every permit, license,
certificate, or other authorization required in connection with Licensee’s lawful and proper use of
the License Area.
3. Use of Licensed Area. Licensee’s use of the Licensed Area shall be solely for the
location, installation, construction, operation, maintenance, and access to the Improvements.
Licensee shall be responsible for the Improvements located in the Licensed Area. Licensee shall
not construct, place, or otherwise locate any other improvements within the Licensed Area
without permission of Licensor. Licensee shall: (a) keep debris, trash, and rubbish clear from the
Licensed Area following any activity on the Licensed Area; (b) not permit or suffer any
disorderly conduct, excessive noise, or nuisance whatsoever about the Licensed Area or to use
such Licensed Area in any way so as to interfere with Licensor’s use of Licensor Property; and
(c) restore, at its sole cost and expense, the Licensed Area and all conditions thereof harmed or
damaged by the use or occupancy of the Licensed Area, ordinary wear and tear excepted. The
obligation to restore the Licensed Area shall include, but not be limited to, restoration of the
Adam’s Way Connector Trail and the Agricultural Field to the sole satisfaction of Licensor.
Docusign Envelope ID: 301FE63D-B997-4083-AF7D-961D7E441579
4.Notice. Licensee shall provide Licensor thirty (30) days’ notice prior to
installation, construction, operation, or maintenance of the Improvements.
5.Term. This License shall have no termination date but is fully revocable by the
Licensor. Licensor may terminate this License upon thirty (30) days’ written notice to Licensee,
except that Licensor may, at its election, terminate this License immediately without such notice
at any time if Licensee fails to comply with or abide by each and every provision contained in
this License, if the Licensee willfully or deliberately violates any provisions or conditions of this
License, or on the grounds that health, safety, or welfare requires such action. In the event that
the Parties enter into a permanent easement agreement, this license shall terminate automatically.
6.Permission not Exclusive. The permission granted to Licensee under this License
is exclusive to Licensee with respect to use of the License Area only. Licensee acknowledges
that any other portion of the Licensed Property may be used at any time by Licensor, by third
parties, or by other licensees.
7.Binding Effect. Until the License is revoked or terminated, this License shall run
with the land according to the terms herein and shall inure to the benefit of and be binding upon
the Parties.
8. Modification. This License may only be modified upon written agreement of the
Parties.
9. Counterparts. This License may be executed in any number of counterparts, each
of which shall be deemed an original instrument, but all of which together shall constitute but
one and the same instrument.
10.Entire Agreement. This License constitutes the entire agreement between the
parties. The parties shall not be bound by any other agreements, either written or oral, except as
set forth in this License.
11.No Third-Party Beneficiaries. The Parties agree that enforcement of the terms and
conditions of this License, and all rights of action relating to such enforcement, shall be strictly
reserved to the Parties. The Parties expressly intend that any person other than the Parties who
receives benefits under this License shall be deemed to be an incidental beneficiary only.
12.Governmental Immunity. The parties agree and understand that all parties are
relying on and do not waive, by any provisions of this Agreement, the monetary limitations or
terms or any other rights, immunities, and protections provided by the Colorado Governmental
Immunity Act, C.R.S. 24-10-101, et seq., as from time to time amended or otherwise available to
the parties or any of their officers, agents, or employees.
13. Insurance. Licensor shall obtain and maintain during the Term the following
insurance, which may be in the form of an Owner Controlled Insurance Program policy: (a)
commercial general liability insurance for the protection of Licensor and Licensee and their
respective employees, agents, and contractors insuring against any liability arising out of the use,
occupancy, or maintenance of the License Area (including liability for death, personal injury and
property damage) in the combined single limit amount of not less than $2,000,000.00; (b)
worker's compensation insurance coverage as required by the statutes of the State of Colorado or
any applicable federal or local laws or regulations in effect at any time during the Term; (c)
automobile liability insurance covering any auto (including owned, hired, and non-owned autos)
with a minimum limit of not less than $1,000,000 each accident combined bodily injury and
property damage. Upon execution of this License, Licensee shall deliver to Licensor a certificate
evidencing that such policies are in effect. Policies for commercial general liability insurance and
auto insurance shall name Licensor as an additional insured and shall contain provisions that it
cannot be cancelled or modified except after 30 days' prior written notice to Licensor.
14.Indemnification. To the extent permitted by law, Licensee shall indemnify,
defend, and hold harmless Licensor, and any of its officers, agents, and employees against any
losses, claims, damages, or liabilities for which Licensor may become subject to insofar as any
Docusign Envelope ID: 301FE63D-B997-4083-AF7D-961D7E441579
such losses, claims, damages, or liabilities arise out of this License, or are based upon any use by
Licensee of the Licensed Area or the Improvements; and Licensee shall reimburse Licensor for
reasonable attorney fees and costs, legal, and other expenses incurred by Licensor in connection
with investigating or defending any such loss, claim, damage, liability, or action. This
indemnification shall not apply to claims by third parties against the Licensor to the extent that
Licensor is liable to such third party for such claims without regard to the involvement of
Licensee. This paragraph shall survive expiration or termination of this License.
15. Governing Law. The laws of the State of Colorado shall govern the validity,
performance and enforcement of this License. Venue for any action instituted pursuant to this
License shall lie in Eagle County, Colorado.
16. Authority. Each person signing this License represents and warrants that said
person is fully authorized to enter into and execute this License and to bind the party it represents
to the terms and conditions hereof.
17. No. Waiver. The waiver by any party to this License of any term or condition of
this License shall not operate or be construed as a waiver of any subsequent breach by any party.
18. Assignment. Licensee may not have the right of assignment without Licensor's
prior written consent to assign this License to a business with which Licensee may merge or
consolidate, to any subsidiary of Licensee, to any corporation under common control with
Licensee, or to a purchaser of substantially all of Licensee's assets. Licensee shall not sublease
all or any part of the Properties, or assign this License in whole or in part, without Licensor's
consent, such consent not to be unreasonably withheld or delayed.
19. Severability. If any provision of this License is found by a court of competent
jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall
remain in full force and effect.
20. Counterparts. This License may be executed in counterparts, including any
facsimile copies, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
Signature pages immediately follow
Docusign Envelope ID: 301FE63D-B997-4083-AF7D-961D7E441579
ATTEST :
LICENSEE:
LICENSOR:
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
BOARD OF COUNTY COMMISSIONERS
By: ____________ _
Jeanne McQueeney, Chair
By : ____________ _
Becky Close, County Clerk & Recorder
CONSENT
EAGLE VALLEY LAND TRUST
By: _____________ _
Page 4 of7
Docusign Envelope ID: 301FE63D-B997-4083-AF7D-961D7E441579
Tom Boyd, Vice Chair
5/27/2025
______________________
EXHIBIT A
Docusign Envelope ID: 301FE63D-B997-4083-AF7D-961D7E441579
EXHIBIT B
Docusign Envelope ID: 301FE63D-B997-4083-AF7D-961D7E441579
EXHIBIT C
Docusign Envelope ID: 301FE63D-B997-4083-AF7D-961D7E441579
X:\AE\E\EAGLT\180269\9-survey\93-doc\15-proposed-desc\Parcel A-Waterline & Access License.docx
2000 S Colorado Blvd, Tower 2, Suite 1200, Denver, CO 80222
SEH is an equal opportunity employer | www.sehinc.com | 303.586.5800 | 303.586.5801 fax
Sheet 1 of 3
PARCEL A
WATERLINE AND ACCESS LICENSE AGREEMENT
A parcel of land lying in the northeast one-quarter (NE1/4) of Section 14, southeast one-quarter
(SE1/4) of Section 14, and southwest one-quarter (SW1/4) of Section 13, and Tract 67,
Township 5 South, Range 84 West, of the 6th Principal Meridian, County of Eagle, State of
Colorado, being a portion of Parcel 3 described in Reception Number 201723596, Eagle County
Records, described as follows:
A 50 foot wide strip of land lying 15 feet northeasterly and 35 feet southwesterly of the following
described line:
Beginning at a point on the west line of said Parcel 3, from which Corner 2, Tract 67, bears
N00°49’55”E, 807.59 feet;
thence S55°27’56”E, 19.45 feet;
thence S67°17’16”E, 447.07 feet, to Point A;
thence S67°17’16”E, 17.11 feet;
thence S50°03’19”E, 102.11 feet;
thence S52°19’41”E, 783.19 feet;
thence S48°01’48”E, 71.52 feet, to Point B;
thence S48°01’48”E, 71.58 feet;
thence S42°09’38”E, 325.54 feet;
thence S25°47’12”E, 1020.54 feet;
thence S17°34’29”E, 425.66 feet, to Point C;
thence S17°34’29”E, 230.96 feet;
thence S20°23’49”E, 654.90 feet;
thence S27°45’18”E, 47.18 feet;
thence S22°04’15”E, 42.74 feet, to the Point of Terminus.
The sidelines of said 50 foot wide strip are to be lengthened or shortened to terminate on said
west line of Parcel 3.
TOGETHER WITH a 25 foot wide strip of land lying 12.50 feet each side of the following described
line:
Beginning at said Point A;
thence N32°14’15”E, 74.70 feet, to the Point of Terminus.
The sidelines of said 25 foot wide strip are to be lengthened or shortened to terminate on the east
line of said Parcel 3.
Docusign Envelope ID: 301FE63D-B997-4083-AF7D-961D7E441579
Short Elliott Hendrickson Sheet 2 of 3
X:\AE\E\EAGLT\180269\9-survey\93-doc\15-proposed-desc\Parcel A-Waterline & Access License.docx
2000 S. Colorado Blvd, Tower 2, Suite 1200, Denver, CO 80222
SEH is an equal opportunity employer | www.sehinc.com | 303.586.5800 | 303.586.5801 fax
TOGETHER WITH a 25 foot wide strip of land lying 12.50 feet each side of the following described
line:
Beginning at said Point B;
thence N31°15’03”E, 72.57 feet, to the Point of Terminus.
The sidelines of said 25 foot wide strip are to be lengthened or shortened to terminate on said
east line of Parcel 3.
TOGETHER WITH a 25 foot wide strip of land lying 12.50 feet each side of the following described
line:
Beginning at said Point C;
thence N72°35’49”E, 44.89 feet, to the Point of Terminus.
Containing 216,022 square feet (4.960 acres) more or less.
As shown and described on Exhibit A, Sheet 3 of 3, attached hereto and made a part hereof.
For the purposes of this description, bearings are based on the west line of said Parcel 3, from
Corner 6, Tract 69, a 2.5” brass cap on a 1” iron pipe, to Corner 2, Tract 67, a 6/8” rebar
w/aluminum cap RLS 19598, which is assumed to bear N00°49’55”E.
All lineal distances shown hereon are in U.S. Survey Feet.
The author of this description is Scott J. Klinker, PLS 38377, prepared on behalf of SEH Inc., 2000
S.Colorado Blvd, Tower 2, Suite 1200, Denver, CO 80222, on May 6, 2025, under Job
No. 180269, for the Town of Eagle, and is not to be construed as representing a monumented
land survey.
Scott J. Klinker, PLS 38377
5-6-2025
Docusign Envelope ID: 301FE63D-B997-4083-AF7D-961D7E441579
2000 S. Colorado Blvd.
Denver, Colorado 80222
www.sehinc.com
Phone: 303-586-5800
FAX: 888-908-8166
Tower 2, Suite 1200
PARCEL A
WATERLINE AND ACCESS LICENSE AGREEMENT
SHEET 3 OF 3
X:\AE\E\EAGLT\180269\9-SURVEY\92-CAD\10-C3D\BRUSH CREEK WM MAPPING.DWGTRACT 67
SE 1/4
SEC. 14
T5S, R84W
NE 1/4
SEC. 14
T5S, R84W
SW 1/4
SEC. 13
T5S, R84W
COR. 2, TR 67
6/8" REBAR
W/ALUM. CAP
RLS 19598
N00°49'55"E
(BASIS OF BEARINGS)
W. LINE PARCEL 3
807.59' TO P.O.B.
COR. 4, TR 67
COR. 5, TR 67
COR. 4, TR 68
COR. 3, TR 67
POINT OF
BEGINNING
S 55°27'56" E
19.45
S 50°03'19" E
102.11
S 52°19'41" E
783.19
S 48°01'48" E
71.52
S 42°09'38" E
325.54
S 25°47'12" E
1020.54
S 17°34'29" E
425.66
S 27°45'18" E
47.18
S 22°04'15" E
42.74
S 20°23'49" E
654.90
PARCEL A
216,022 S.F. (4.960 AC) M/L
35' (TY
P
)
15' (TY
P
)
50' (TY
P
)
SECTION LINE (TYP)
POINT OF
TERMINUS
COR. 6, TR 69
2.5" G.L.O.
BRASS CAP ON
1" IRON PIPE
POINT OF
TERMINUS
N 72°35'49"E
44.89POINT C
12.50'
12.50'
S 17°34'29" E
230.96
PARCEL 3
REC. NO. 201723596
S 67°17'16" E
447.07
N 32°14'15" E
74.70
POINT OF
TERMINUS
POINT A
S 67°17'16" E
17.11
POINT B
S 48°01'48" E
71.58
N 31°15'03" E
72.57
POINT OF
TERMINUS
12.50'12.50'12.50'12.50'EAST LINE OF PARCEL 3
PARCEL 3
REC. NO. 201723596
Docusign Envelope ID: 301FE63D-B997-4083-AF7D-961D7E441579
X:\AE\E\EAGLT\180269\9-survey\93-doc\15-proposed-desc\Parcel B-Waterline & Access License.docx
2000 S Colorado Blvd, Tower 2, Suite 1200, Denver, CO 80222
SEH is an equal opportunity employer | www.sehinc.com | 303.586.5800 | 303.586.5801 fax
Sheet 1 of 3
PARCEL B
WATERLINE AND ACCESS LICENSE AGREEMENT
A parcel of land lying in the northeast one-quarter (NE1/4) of Section 14, and Tract 69, Township 5
South, Range 84 West, of the 6th Principal Meridian, County of Eagle, State of Colorado, being
a portion of Parcel 2 described in Reception Number 201723596, Eagle County Records,
described as follows:
A 50 foot wide strip of land lying 15 feet northeasterly and 35 feet southwesterly of the following
described line:
Beginning at a point on the east line of said Parcel 2, from which Corner 2, Tract 67, bears
N00°49’55”E, 807.59 feet;
thence N55°27’56”W, 318.48 feet;
thence N52°08’43”W, 234.15 feet;
thence N54°28’17”W, 285.05 feet;
thence N66°00’18”W, 300.23 feet, to Point A;
thence N70°52’58”W, 150.92 feet, to the Point of Terminus.
The sidelines of said 50 foot wide strip are to be lengthened or shortened to terminate on said
east line of Parcel 2.
TOGETHER WITH a 25 foot wide strip of land lying 12.50 feet each side of the following described
line:
Beginning at said Point A;
thence N23°59’42”E, 181.77 feet;
thence N23°39’13”W, 253.41 feet;
thence N11°34’49”E, 963.84 feet the Point of Terminus.
Containing 99,245 square feet (2.278 acres) more or less.
As shown and described on Exhibit A, Sheet 3 of 3, attached hereto and made a part hereof.
For the purposes of this description, bearings are based on the east line of said Parcel 2, from
Corner 6, Tract 69, a 2.5” brass cap on a 1” iron pipe, to Corner 2, Tract 67, a 6/8” rebar
w/aluminum cap RLS 19598, which is assumed to bear N00°49’55”E.
All lineal distances shown hereon are in U.S. Survey Feet.
Docusign Envelope ID: 301FE63D-B997-4083-AF7D-961D7E441579
Short Elliott Hendrickson Sheet 2 of 3
X:\AE\E\EAGLT\180269\9-survey\93-doc\15-proposed-desc\Parcel B-Waterline & Access License.docx
2000 S. Colorado Blvd, Tower 2, Suite 1200, Denver, CO 80222
SEH is an equal opportunity employer | www.sehinc.com | 303.586.5800 | 303.586.5801 fax
The author of this description is Scott J. Klinker, PLS 38377, prepared on behalf of SEH Inc., 2000
S.Colorado Blvd, Tower 2, Suite 1200, Denver, CO 80222, on May 6, 2025, under Job
No. 180269, for the Town of Eagle, and is not to be construed as representing a monumented
land survey.
Scott J. Klinker, PLS 38377
5-6-2025
Docusign Envelope ID: 301FE63D-B997-4083-AF7D-961D7E441579
2000 S. Colorado Blvd.
Denver, Colorado 80222
www.sehinc.com
Phone: 303-586-5800
FAX: 888-908-8166
Tower 2, Suite 1200
PARCEL B
WATERLINE AND ACCESS LICENSE AGREEMENT
SHEET 3 OF 3
X:\AE\E\EAGLT\180269\9-SURVEY\92-CAD\10-C3D\BRUSH CREEK WM MAPPING.DWG NE 1/4
SEC. 14
T5S, R84W
COR. 2, TR 67
6/8" REBAR
W/ALUM. CAP
RLS 19598
COR. 6, TR 69
2.5" G.L.O.
BRASS CAP ON
1" IRON PIPE
N00°49'55"E
(BASIS OF BEARINGS)
E. LINE PARCEL 2
807.59' TO P.O.B.
POINT OF
BEGINNING
PARCEL 2
REC. NO. 201723596
SECTION LINE
TRACT 69
N 52°08'43" W
234.15
N 66°00'18" W
300.23
N 55°27'56" W
318.48
N 54°28'17" W
285.05
N 70°52'58" W
150.92
POINT OF
TERMINUS
PARCEL B
99,245 S.F.
(2.278 AC) M/L
15'35'50'POINT A
POINT OF
TERMINUS
N 23°39'13" W
253.41
N 23°59'42" E
181.77
N 11°34'49" E
963.84
25'12.50'
Docusign Envelope ID: 301FE63D-B997-4083-AF7D-961D7E441579
