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DRAFT--9-17-99

By Lester Jackson,2014-05-07 21:00
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DRAFT--9-17-99

Exhibit 3

    UC Merced RFP UCM7605CD

    Grazing License

    LICENSE AGREEMENT

     THIS LICENSE AGREEMENT(the “License”) is dated

    ___________________ ("Effective Date"), by and between THE REGENTS OF THE

    UNIVERSITY OF CALIFORNIA ("Licensor") and _____________________("Licensee").

     WHEREAS, Licensee seeks to acquire the right to enter upon Licensor’s real property

    located in the County of Merced, State of California, as more particularly described in Paragraph

    1 of this License, for the purpose specified in Paragraph 2 of this License.

     NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

     1. Description of Premises. Approximately _________________ (____) acres of real property located in the County of Merced, State of California (the "Premises"), including a barn,

    corrals, and water wells, as more particularly described in the attached Exhibit A, which is

    incorporated by reference.

     2. Use. Licensor hereby grants to Licensee, its agents and contractors, a non-

    exclusive revocable License to enter upon and use the Premises and the right of ingress and

    egress to and from the Premises, subject to the terms and conditions herein, for the purpose of

    grazing cattle and for no other purpose without the prior written consent of Licensor. (“License”).

     3. Term. This License shall commence on _______________ and shall continue

    for thirty-six (36) months until _______________ (“Term”). Notwithstanding the forgoing, either

    party may terminate this License at any time by giving thirty (30) days’ written notice to the other

    party. At the expiration or earlier termination of this License, Licensee shall immediately cease

    use of the Premises.

     At the expiration of the Term, Licensee shall have the option to renew the

    license for one additional thirty-six (36) month period, on the same terms and conditions as

    contained in this License, except that the consideration shall be a reasonable amount to be

    determined by the parties. Written notice of Licensee’s intention to renew this License shall be

    given to Licensor at least ninety (90) days before expiration of the Term.

     4. Consideration. As total consideration for this License, Licensee shall pay to

    Licensor a total of _____________________ ($________________) annually, calculated at the

    rate of _____________ ($_______) per acre for ________________ (___) acres.

Payments of _______________________ ($__________) shall be made quarterly, in advance,

    on or before the 1st of each month, at the address listed below:

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     ______________________________________________

     ______________________________________________

     ______________________________________________

     ______________________________________________

Checks should be made payable to: The Regents of the University of California.

     5. Conditions Applicable to License. This License is subject to all existing covenants, conditions, reservations, contracts, leases, licenses, easements, encumbrances,

    restrictions and rights of way with respect to the Premises, whether or not of record, including,

    but not limited to, the Conservation Easement granted by Licensor to The Nature Conservancy, by Grant Deed dated July 10, 2002, attached hereto as Exhibit ____. Licensee shall not over-

    graze the Premises.

     6. No Transfer or Assignment. This License is personal to Licensee. Any attempt to transfer or assign this License shall terminate it.

     7. Permits and Regulations. Licensee shall be responsible for securing any required approvals, permits and authorizations from any federal, state or local agencies and shall comply

    with all applicable laws and regulations.

    8. No Interference. Licensee shall not interfere with the normal operation and activities of Licensor, and Licensee shall conduct its activities on the Premises to minimize

    damage to the Premises and inconvenience to Licensor, its agents, employees and invitees.

     9. Repair and Restoration. If Licensee, its agents or contractors cause any damage to the Premises, or to Licensor's roads, infrastructure or other property and improvements

    (collectively “Property”) in connection with the exercise of this License, Licensee shall repair and

    restore the Premises and Property to their original condition prior to Licensee's use of the

    Premises pursuant to this License. Licensee shall perform the repair and restoration required

    hereunder prior to the expiration of this License, or within ten (10) days of the earlier termination

    of Licensee’s rights hereunder. In the event that repair and restoration is performed following the

    termination of this License, the Licensee’s Indemnity and Insurance obligations in paragraphs 14

    and 15 shall continue until repair and restoration is completed as provided herein.

     10. Maintenance. Licensee shall be responsible for maintenance and repair of the

    fence, barn and corrals on the Premises.

     11. Breach and Cure. In the event that Licensee breaches any of its obligations under this License, Licensor shall send Licensee written notice specifying the nature of such

    breach. Licensee shall have ten (10) days from the receipt of such notice within which to cure

    such breach. If more time is reasonably required for Licensee's performance, then Licensee

    shall notify Licensor in writing of its proposed schedule for performance and commence

    performance within such ten (10) day period; thereafter, Licensee shall diligently proceed to

    completion. If Licensee fails to cure or to commence cure within such ten (10) day period, then

    Licensor shall have the right to terminate this License immediately by serving Licensee with

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written notice of termination. Licensor shall have all rights and remedies available under

    California law including, but not limited to, actions for damages and specific performance, for

    any breach of Licensee’s obligations hereunder.

     12. Alteration in Writing. This License supersedes any and all prior understandings

    and agreements, whether written or oral, between the parties with respect to the subject matter

    of this License. No alteration or variation of this License shall be valid unless made in writing

    and signed by Licensor and Licensee.

     13. Notice. Any notice required hereunder shall be in writing and shall be addressed as follows:

     Licensor: UC Merced

    Attn: Tom Atkins, Facilities Director

     P.O. Box 2039

     Merced, CA 95344

     with a copy to: UC Merced

    Attn: Elizabeth Capehart, Contracts and Real Estate Coordinator

     P.O. Box 2039

     Merced, CA 95344

    Licensee: _______________________

     _______________________

     _______________________

or to such other address as either party may indicate in a written notice to the other. All notices

    and communications given under this License Agreement shall be deemed to have been duly

    given and received: (i) upon personal delivery, or (ii) as of the third business day after mailing by

    United States certified mail, return receipt requested, postage prepaid, addressed as set forth

    above, or (iii) the immediately succeeding business day after deposit (for next day delivery) with

    Federal Express or other similar overnight courier system, or (iv) 24 hours after facsimile

    transmittal with confirmation of receipt and followed by personal delivery, United States mail, or

    overnight delivery as specified in this Paragraph.

    14. Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor, its officers, agents and employees, from and against any claims, damages, costs, expenses, or

    liabilities (collectively “Claims”) arising out of or in any way connected with this License including,

    without limitation, Claims for loss or damage to any property, or for death or injury to any person

    or persons.

15. Insurance.

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15.1 Licensee’s Insurance. Licensee, at its sole cost and expense, shall insure its

    activities in connection with this License and obtain, keep in force, and maintain

    insurance as follows:

1. Commercial Form General Liability Insurance (contractual liability included) with

    minimum limits as follows:

    a. Each Occurrence $1,000,000

    b. Products/Completed Operations Aggregate $2,000,000

    c. Personal and Advertising Injury $1,000,000

    d. General Aggregate $2,000,000

If the above insurance is written on a claims-made form, it shall continue for three (3)

    years following termination of this License. The insurance shall have a retroactive date of

    placement prior to or coinciding with the commencement of the Term of this License.

2. Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired

    automobiles with a combined single of not less than one million dollars ($1,000,000)

    per occurrence.

3. Property Insurance, Fire and Extended Coverage Form in an amount sufficient to

    reimburse Licensee for all of its equipment, trade fixtures, inventory, fixtures and

    other personal property located on or in the Premises including leasehold

    improvements hereinafter constructed or installed.

4. Workers' Compensation as required by California law.

5. Such other insurance in such amounts which from time to time may be reasonably

    required by the mutual consent of Licensor and Licensee against other insurable

    risks relating to performance.

The coverages required herein shall not limit the liability of Licensee.

The coverages referred to under 1. and 2. of this Section 15.1 shall include Licensor as

    additional insured. Such a provision shall apply only in proportion to and to the extent of

    the negligent acts or omissions of Licensee, its officers, agents, and employees.

    Licensee, upon the execution of this License, shall furnish Licensor with certificates of

    insurance evidencing compliance with all requirements. Certificates shall provide for

    thirty (30) days (ten [10] days for non-payment of premium) advance written notice to

    Licensor of any material modification, change or cancellation of the above insurance

    coverages.

15.2 Waiver of Subrogation. Licensee hereby waives any right of recovery against

    Licensor due to loss of or damage to the property of Licensee when such loss of or

    damage to property arises out of an act of God or any of the property perils included in

    the classification of fire or extended perils (“all risk” as such term is used in the insurance

    industry) whether or not such perils have been insured, self-insured, or non-insured.

    16. Lien Free Condition. Licensee shall not cause or permit any liens to be placed against

    the Premises or against Licensor's other property as a result of Licensee's exercise of rights

    under this License. In the event of the filing of any such liens, Licensee shall promptly cause

    such liens to be removed. In no event shall such lien removal require more than thirty (30) days.

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     IN WITNESS WHEREOF, the parties have executed this License Agreement the day

    and year first above written.

    LICENSOR: LICENSEE: The Regents of the University of California ____________________________

    Signature: Signature:

Name: __________________________ Name: __________________________

Title: __________________________ Title: __________________________

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