20200689 Ver 1_Agent question_20200415

Strickland, Bev
From: Jake McLean <[e-mail]>
Sent: Wednesday, April 15, 2020 3:07 PM
To: Homewood, Sue; Fuemmeler, Amanda J CIV (US)
Cc: Andy Hill
Subject: [External] Ward Mill - agent question
Attachments: Wards Mill Dam Land Access Agreement_signed.pdf
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Hi Sue and Amanda,
American Rivers and the project partners had this agreement signed by the Wards before the project
started. Unfortunately it doesn't have typical agent authorization language, but I do feel like the intent is there that it
could potentially be construed as such...
I hate to ask them to accept visitors in order to sign another form, and it sounds like they do not have internet otherwise
we could get them to a -sign. Do you think that the attached would suffice as an authorization at least for American
Rivers and partners, and allow you to proceed or at least proceed with review? We are planning to submit the permit
package, so if American Rivers et al. need to in turn authorize us as a consultant/agent of theirs then we can easily make
that happen.
If not, Andy will figure out some way to safely get a standard agent form signed by them. However, I just want to make
sure that is absolutely necessary.
Thanks,
Jake
Jake McLean I Water Resource Engineer, Project Manager
0: 828.774.5547 M: 828.545.3865
Wildlands Engineering, Inc. [wild landseng.coml
167-B Haywood Road
Asheville, NC 28806
1

LAND ACCESS LICENSE AGREEMENT
THIS LAND ACCESS LICENSE AGREEMENT ("License Agreement") is by and between Mr.
Ray F. Ward ("Licensor"), and American Rivers, Inc. ("Licensee"), ("the Parties").
WHEREAS, the Licensor is the owner of the property Ward Mill Dam located at 443 Old
Watauga River Rd. Sugar Grove, North Carolina 28679 ("Property");
WHEREAS, the Property contains the dam and certain related property;
WHEREAS, the Licensor and the Licensee agree to review and evaluate the facilities for the
purpose of considering the removal of the dam and restoring the river flow;
WHEREAS, the Licensee has requested access to the Property for the purpose of consideration
and evaluation of the dam removal and stream restoration (the "Work");
NOW THEREFORE, in consideration of the mutual premises, promises and covenants, that are
hereby acknowledged by the parties, the parties agree as follows:
Licensor grants to Licensee, its employees, representatives, contractors, and subcontractors,
including but not limited to Blue Ridge Resource Conservation and Development Council,
MountainTrue, and the US Fish and Wildlife Service ("Project Partners") the right to access the
Property at all reasonable times for the purpose of performing the Work.
2. This License Agreement shall commence on the date that it is fully executed by the Parties and
shall continue until Licensee completes the Work, but no later than December 31, 2020 The
rights granted by this License are specifically designed to inure to the benefit of the Licensee and
its contractors, subcontractors, employees and representatives, including the Project Partners.
3. The Licensor and the Licensee agree that this License Agreement does not convey any right, title,
easement or interest of a permanent nature in the Property to the Licensee or any other person.
The Licensor and Licensee agree that this License Agreement does not waive other rights either
party may have under federal, state, and local law.
4. Upon termination of the Work, Licensee shall restore any portions of the Property disturbed by
the Work, as set forth in a detailed site plan to be provided at a later date, with the understanding
that the Dams will have been removed and associated habitat restoration activities will have been
completed.
5. Licensee shall, at its own cost and expense, maintain and keep in force at all times during the
License Period: (1) commercial general liability insurance, which shall include contractual
liability coverage against third -party claims for bodily injury or property damage occurring on the
Property as a result of Licensee or Project Partners' Work; primary coverage will be a minimum
aggregate limit of not less than $1,000,000 and excess umbrella aggregate limit of not less than

$2,000,000; and (2) Employers' Liability and Workers' Compensation Insurance to the extent
required by law.
Licensee accepts the condition of the Property "as is" and acknowledges that Licensor has not
made and makes no warranty of any kind as to the condition of the Property for the use intended
under this License.
Licensee assumes no liability for any existing or future environmental conditions of the Property.
Licensor indemnifies and holds harmless Licensee for any pollutants, hazardous materials and/or
substances on the Property from acts or omissions of Licensor and/or past owners, operators, or
tenants of the Property, and acts or omissions of any transporters and/or arrangers of any
pollutants, hazardous materials and/or substances on the Property, which may be disturbed as a
result of the Work. Licensee agrees to notify Licensor of any such pollutants, hazardous
materials and/or substances discovered on the Property in accordance with, or as a result of, the
Work. The Licensor's obligations under this section shall survive the termination of this License
Agreement.
Neither party shall be liable to the other for any liability for consequential, special or incidental
damages including, without limitation, any damages arising out of business interruption, lost
profits, loss of rental income, or loss of the use of the Property whether any such claim is brought
by Licensor, Licensor's tenants or any other third party.
This License Agreement shall be governed and construed under and in accordance with the laws
of the State of North Carolina
10. This License Agreement constitutes the entire agreement by and between the parties hereto and
no other oral or written agreements, arrangements, representations or understandings, unless
specifically noted herein, shall be deemed to be in existence. This License Agreement, for all
purposes, supersedes all prior agreements, written or oral, if any, between the parties hereto, and
may not be amended or modified except by an instrument in writing signed by all parties to be
bound.
11. The license granted hereby is personal to Licensee and shall not be assigned or sub -licensed
without the prior written consent of Licensor. Licensor shall transfer the rights and obligations of
this License Agreement to any successors, heirs, executors, lessees, or assigns of the Property for
the remainder of the License Period, including but not limited to the remainder of Work to be
completed by Licensee and its Project Partners. This Agreement shall be binding upon the parties
hereto, and their respective successors and assigns.

Any Notices under this License Agreement shall be deemed duly delivered if hand -delivered or mailed by
U.S. certified mail, return receipt requested, to:
Licensor: Mr. Ray F. Ward
443 Old Watauga River Road
Sugar Grove, North Carolina 28679
Licensee: American Rivers
29 N. Market St., Ste 603A
Asheville, NC 28806
Attn: Erin McCombs
With a copy to: American Rivers, Inc.
ATTN: General Counsel
1101 14`h St., NW
Suite 1400
Washington, DC 20005
IN WITNESS WHEREOF, the Licensor and Licensee have executed this License Agreement as of the
day and the year first set forth above.
Witness:
tL I 1A n lil
U -�� ­1
Witness:
MR. RAY WARD
Date: �+
AMERICAN RIVERS, INC.
By:
Date: 62/,R (al /
3