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HomeMy WebLinkAboutC11-026 Oldcastle SW Group Indemnification Hold Harmless INDEMNIFICATION, DEFENSE AND HOLD HARMLESS AGREEMENT This Indemncation, Defense and Hold Harmless Agreement is made and entered into this day of January, 2011, by and between Eagle County, Colorado, a political subdivision of the State of Colorado ( "Eagle County ") and Oldcastle SW Group, Inc, ( "Oldcastle "). WHEREAS, on or about May 1, 2008, Oldcastle entered into a contract ( "Prime Contract ") with the Eagle County Regional Airport ( "Owner ") for the rehabilitation and extension of Runway 7/25 of the Eagle County Regional Airport; Eagle, Colorado, Project No. 3- 08- 0020 -41 through 45 ( "the Project "); and WHEREAS, on or about May 22114, 2008, Oldcastle entered into a subcontract ( "the Subcontract ") with Sun Sealer, Inc. ( "Sun Sealer ") to perform a portion of the aforesaid Prime Contract work; and WHEREAS, Sun Sealer has asserted claims against Oldcastle for equitable adjustment associated with its work pursuant to the Subcontract, and Oldcastle has denied any liability for the claims asserted by Sun Sealer; and WHEREAS, Eagle County is withholding final payment to Oldcastle for work performed on the Project, in part, because of Eagle County's concerns that it could incur costs in the event Sun Sealer pursues a claim against Oldcastle, and /or Eagle County, for work Sun Sealer r erformed on behalf of Oldcastle pursuant to the Subcontract p p tact on the Project ( "Subcontract Work "). WHEREAS, Eagle County and Oldcastle wish to enter into an agreement whereby Eagle County will release retainage and other monies due to Oldcastle for work performed on the Project, and whereby Oldcastle provides Eagle County with relief from any potential risk that it may incur costs arising out of a claim by Sun Sealer concerning the Subcontract Work. NOW THEREFORE, for and in consideration of the covenants and agreements stated herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. Eagle County agrees to release $425,000.00 as payment to Oldcastle for work performed on the Project, said amount being comprised of payment for pay application 14 and retention withheld held by Eagle County as allowed by the Prime Contract; 2. Upon receipt of the above - described payment, Oldcastle agrees to indemnify, defend and hold harmless Eagle County, its officers, employees, agents, insurers, sureties, and parent and affiliated corporations, harmless from any and all claims, suits, liabilities, fines, penalties, damages, losses, costs, and expenses (including without limitation consequential and liquidated damages; attorneys', consultants' and experts' fees; and remedial or clean -up costs) arising out of or in any way related to a claim or lawsuit against Eagle County CI I— which may be brought by Sun Sealer to the extent such claim or lawsuit concerns the Subcontract Work; Nothing herein shall alter the terms and conditions of the Prime Contract, which remains valid and binding between the parties as otherwise provided for therein. Nothing herein shall be construed as a waiver of any immunity or defenses under the Colorado Governmental Immunity Act or as may otherwise be available to Eagle County. Oldcastle may assert all such claims in its defense of Eagle County as provided in this Agreement IN WITNESS WHEREOF, the parties hereto set their hands and affix their seals on the day and date set out above. Attest: COUNTY 01? EAGLE, STATE OF COLORADO BY AND THROUGH ITS BOARD OF COUNTY e6G °o COMMISSIONERS • B 416 • 4 . 4,41'lo BY: Age Teak J, Sitno , ton, F Stavney, C. _ ratan Clerk to the Board of County _ Itf t'• , AtXv Attest: Oldcaslle SW roue, Inc. By: by: Kite At / A. , Date: Title; (e,_ef. h .a. Date: 1 - I`t 2