HomeMy WebLinkAbout20063159.tiff RESOLUTION
RE: APPROVE NONEXCLUSIVE LICENSE AGREEMENT FOR THE UPGRADE AND
MAINTENANCE OF WELD COUNTY ROAD 55 AND AUTHORIZE CHAIR TO SIGN -
CEDAR CREEK WIND ENERGY, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS,the Board has been presented with a Nonexclusive License Agreementforthe
Upgrade and Maintenance of Weld County Road 55 Right-of-Way between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf
of the Department of Public Works, and Cedar Creek Wind Energy, LLC, 310 Fourth Street N.E.,
Charlottesville, Virginia 22902, with terms and conditions being as stated in said agreement, and
WHEREAS, after review,the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Nonexclusive License Agreement for the Upgrade and Maintenance of
Weld County Road 55 Right-of-Way between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County,on behalf of the Department of Public
Works, and Cedar Creek Wind Energy, LLC be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 15th day of November, A.D., 2006.
BOARD OF C UNTY COMMISSIONERS
q * , E� WELD CO , COLORADO
ATTEST: !'y ��� ! " a
Li
ISCIt C . J. eile, Chair
Weld County Clerk to the oarti ;Ores 4rc ' a
.,,:,'"t, #1 XCUSED
`` David E. Lon Pro-Tem
BY: ��L�" ( n' A'zi or )9,
De y CIeNk to the Board L v ' f �i
WillimH. Je
APPROVED AS TO FORM: &&. 1
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C' `� n 'e Robert . Masd�L -
IVS 'fiC my At ney i6C (it
Date of signature:
ril2C)8te Glenn Vaad
t/4fr '4' / EG0054
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391 NONEXCLUSIVE LICENSE AGREEMENT FOR THE UPGRADE AND
MAINTENANCE OF WELD COUNTY RIGHT-OF-WAY
ter
THIS NONEXCLUSIVE LICENSE AGREEMENT, made and entered into this Jf—
day of kocentber , 2006, by and between WELD COUNTY, COLORADO, by and
through the Board of County Commissioners of Weld County,Colorado,whose address is 915 Tenth
Street,Greeley,Colorado 80631,as First Party,and Cedar Creek Wind Energy,LLC(USR-1562 and
USR-1563), as Second Party whose address is 310 Fourth Street N.E.,Charlottesville, VA 22902.
WITNESSETH:
WHEREAS, Second Party desires to more effectively access property located at the(USR-
1562 Substation of Section 28,Township 2 North,Range 64 West of the 6th P.M. in Weld County,
Colorado, and
WHEREAS,First Party is the owner of the right-of-way known as WCR 55 for a distance of
1/4 mile± South of the I-76 Frontage Road and located as follows: 60 feet of right-of-way between
Sections 27 and 28, Township 2 North, Range 64 West in the 6th P.M. in Weld County, Colorado,
which is hereinafter referred to as "ROW," and
WHEREAS, Second Party desires to more effectively access property located at the(USR-
1563,Operations/Maintenance Substation of Section 2,Township 10 North,Range 60 West of the
6"' P.M. in Weld County, Colorado, and
WHEREAS, First Party is the owner of the right-of-way known as WCR 105 for a distance of
1/2 mile ± South of WCR 122 and located as follows: 60 feet of right-of-way between Sections 2
and 3,Township 10 North,Range 60 West, in Weld County,Colorado,which is hereinafter referred
to as "ROW," and
WHEREAS, ROW is currently not being maintained by First Party, and
WHEREAS, Second Party wishes to upgrade and thereafter maintain ROW at its sole
expense in order to provide said more effective access.
NOW,THEREFORE,in consideration of the covenants contained herein and the agreements
of said Second party to be performed hereunder, and upon the conditions herein stated, First Party
does grant to Second Party, its successors and assigns, a nonexclusive license to upgrade and
maintain ROW without gating or fencing across the same.
The conditions by which Second Party may upgrade and maintain ROW are as follows:
1. First Party retains the right to revoke this Nonexclusive License Agreement at any time for
any reason,but such revocation shall not prohibit Second Party's continued use of the ROW
for access to Second Party's property,to the extent that such continued use is consistent with
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the right of the public to use the ROW. First Party shall give Second Party written notice of
its intent to revoke this Nonexclusive License Agreement at least ninety(90)days prior to the
intended date of revocation. Such notice shall be sent to Second Party by Certified Mail to
its address written above or served upon Second Party in accordance with the Colorado Rules
of Civil Procedure. Second Party shall have the duty of informing First Party of Second
Party's change in address from its address written above.
2. The upgrade and maintenance of ROW by Second Party shall be done in such manner as
reasonably prescribed by First Party, which manner shall include, but not be limited to, the
following:
a. ROW shall be constructed and maintained as a graded and drained all-weather
road.
b. If the installation of a cross culvert is required through an existing drainage pattern or
ditch, Second Party shall be responsible to supply and install such culvert, which
shall be inspected by First Party to ensure adequacy of capacity,strength,and length.
Second Party shall be responsible to maintain the culvert after its installation,
including periodically cleaning the same.
c. If the installation of a cattle guard is required, Second Party shall be responsible to
supply and install such cattle guard, which shall meet County standards. Second
Party shall be responsible to maintain the cattle guard after its installation, including
periodically cleaning the same.
d. This Nonexclusive License Agreement does not grant the right to gate or fence
ROW for private use, but is intended to provide access to private property.
e. Prior to commencing work within the ROW,Second Party shall,through the services
of a licensed registered surveyor hired and paid for by Second Party, mark the
location of the exterior boundaries of the ROW.
3. The upgrade and maintenance of the ROW by Second Party, including those items set forth
in Paragraph 2, above, or any other requirements stated by First Party, shall be at its own
expense and without the aid or use of Weld County funds. Second Party shall be responsible
for snow removal from ROW, if required to gain access, as part of the maintenance
responsibilities referred to herein.
4. Except for the negligence of First Party, Second Party shall indemnify and save harmless
First Party, its successors,assigns,employees,and agents from any damage or loss sustained
by them or any of them to the extent caused by Second Party's negligence with respect to the
upgrade and maintenance of the ROW during the term hereof.
5. During the term hereof, except for the negligence of First Party, Second Party agrees to
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protect First Party and save and hold it harmless from any and all third party claims and
damages that said upgrade and maintenance may directly or indirectly cause to the extent
attributable to the negligence of Second Party. Second Party hereby releases First Party, its
successors, assigns, employees, and agents from any and all claims and damages of
whatsoever character to property owned by Second Party resulting from any act,either on the
part of the First Party or on the part of any third party.
6. Other than assignments in connection with the mortgage or sale of all or substantially all of
the Second Party's assets or equity interests in Second Party, for which no consent shall be
required, Second Party shall not assign any or all of its rights under this Nonexclusive
License Agreement without first obtaining written consent to such assignment from First
Party, which consent shall not be unreasonably withheld.
7. The parties hereby agree that neither has made or authorized any agreement with respect to
the subject matter of this instrument other than expressly set forth herein, and no oral
representation, promise,or consideration different from the terms herein contained shall be
binding on either party hereto, or its agents or employees. This Nonexclusive License
Agreement embodies all agreements between the parties hereto and there are no promises,
terms, conditions, or obligations referring to the subject matter whereof other than as
contained herein.
8. If any term or provision of this Nonexclusive License Agreement,or the application thereof
to any person or circumstances shall, to any extent, be held invalid or unenforceable, the
remainder of this Nonexclusive License Agreement, or the application of such terms or
provisions, to a person or circumstances other than those as to which it is held invalid or
unenforceable,shall not be affected, and every other term and provision of this Nonexclusive
License Agreement shall be deemed valid and enforceable to the extent permitted by law.
9. No portion of this Nonexclusive License Agreement shall be deemed to constitute a waiver
of any immunities the parties or their officers or employees may possess, nor shall any
portion of this Nonexclusive License Agreement be deemed to have created a duty of care
which did not previously exist with respect to any person not a party to this Nonexclusive
License Agreement.
10. It is expressly understood and agreed that the enforcement of the terms and conditions of this
Nonexclusive License Agreement,and all rights of action relating to such enforcement,shall
be strictly reserved to the undersigned parties and nothing in this Nonexclusive License
Agreement shall give or allow any claim or right of action whatsoever by any other person
not included in this Nonexclusive License Agreement. It is the express intention of the
undersigned parties that any entity other than the undersigned parties receiving services or
benefits under this Nonexclusive License Agreement shall be an incidental beneficiary only.
11. There shall be a $150 fee for the fabrication and installation of blue and white cross roads
signs identifying the section line road intersection for the use of addressing and emergency
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response.The blue and white signs identify a non-maintained County right-of-way. Distance
and location from the nearest maintained County road may require additional information
signs. If existing signs are in place, the fee may be waived.
12. There shall be a $100 fee for the Nonexclusive License Agreement.
It is mutually understood and agreed that this Nonexclusive License Agreement and all the
terms and conditions hereof shall extend to and be binding upon the parties hereto,their successors,
and assigns.
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EXECUTED IN DUPLICATE the day and year first above written.
FIRST PARTY:
ATTEST: n A1/4/21
/ `� ,�� OARD OF COUNTY COMMISSIONERS
/iY/j/ LD COUNTY, COLORADO
Wel ounty Clerk to the Boar 118o1 .( c2
fr.,‘
r � I J
;-S Ifs
By: i 9 alit, ``° k,' y: -277 'It/.
eput Jerk M. J. Geile, Chair NOV 15 2006
SECOND PARTY:
CEDAR /r CREEK WIND ENERGY LLC
By: ,ViHV By:
134v; .3tootr
SUBSCRIBED AND SWORN to before me this 4- day of Novemb-r , 200$,
�xku
By �y 'r\ I1
WITNESS my hand and official seal >° • �;x= ����'''r,
> ;4'• a y?,Ejy
My Commission Expires Dotober31.2008 ; � ": '' ' -
Notary Public
My commission expires: J ""
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"brygtt„n,
M:AGREEMENTS W on-exclusive\2006\Greenlight Energy-agr.doc
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