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HomeMy WebLinkAboutC17-180 Haselden Construction CompanyPARKING SPACES LICENSE AGREEMENT This Parking Spaces License Agreement (this "Agreement") is entered into between Haselden Construction Company, a Colorado limited liability company ("Haselden") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). The purpose of this Agreement is to describe the terms and conditions pursuant to which authorized persons associated with construction activities at Eagle Valley Elementary and Eagle Valley Middle School may park on real property owned by Eagle County Government at the Eagle County Fairgrounds. I. General Terms of License Term: From August 14, 2017 through June 1, 2018 (the "Term"). This Agreement may be renewed for an additional period upon written agreement of the parties. License: County grants to Haselden a non-exclusive revocable license to use the area of Eagle County Government parking lot located west of the Eagle River Center located at 0794 Fairgrounds Road, Eagle, Colorado ("Premises") identified on the location map attached hereto as Exhibit 1, and incorporated herein by this reference. Limitation on use of the Premises: The Premises may be used solely for the purpose of employee parking during the re -construction of Eagle Valley Elementary and remodel of Eagle Valley Middle School ("Worker Vehicles"). Worker Vehicles may be parked during the hours of 6:00A.M. and 6:00P.M. Monday through Friday. There shall be no overnight parking. No other vehicles, equipment or property may be stored on the Premises without written permission from the County. License Payment: There shall be no fee during the Initial Term for use of the Premises. Revocable: This Agreement may be terminated by County, at the County's sole discretion, upon thirty (30) days written notice to Haselden. Any such termination shall be effected by delivery to Haselden of a written notice of termination specifying the date upon which termination becomes effective. Haselden shall remove any parked vehicle from the Premises on or before the termination date and cease all future use of the Premises. Notwithstanding the foregoing, if Haselden breaches any term or condition set forth herein or if the Premises is needed by County on an immediate or emergency basis, County may require Haselden to remove the Worker Vehicles immediately, at Haselden's sole expense, upon written notice by the County to Haselden, specifying the date the Worker Vehicles must be moved. Upon removal of the Worker Vehicles, Haselden shall ensure the Premises is restored to its original condition, reasonable wear and tear expected. If the Worker Vehicles are not timely removed in response to County's request, and the Premises is not restored, County may do so at Haselden's expense, which expense shall be promptly reimbursed by Haselden. H. Additional Obligations of Parties a. Haselden shall authorize only its employees or independent contractors ("Authorized Persons") to park Worker Vehicles on the Premises during the hours of hours of 6:00A.M. and 6:00P.M. Monday through Friday only. b. Haselden shall ensure that such authorized persons comply with all laws, codes, statutes, ordinances and regulations applicable to this Agreement. C17-180 c. Haselden shall provide an orientation on safety and site rules for use of the Premises, including, 15 mph speed limits, yielding for pedestrians, general respect of people and identification of the designated parking area. d. All Worker Vehicles that are parked on the Premises shall have current registration and insurance and be in working order. e. Haselden shall immediately and completely clean up any fluid leaks on or at the Premises. It shall be responsible for all costs associated with mitigating any contamination or spillage of oil/fuel which originates from the Worker Vehicles. f. Haselden shall provide snow removal during the early hours of the day and to keep up snow removal maintenance of the Premises during the Initial Term of this Agreement. g. Haselden shall not store any solvents, explosives, flammable paints, or other flammables in the Worker Vehicles being parked on the Premises, nor allow the same by Authorized Persons. h. Haselden shall not store or park any trailers or other equipment, other than the Worker Vehicle on the Premises. i. Haselden shall ensure that the Authorized Persons park the Worker Vehicles in such a manner so as not to interfere with the movement of traffic or obstruct access to the roadways. j. Haselden shall not conduct any fueling or vehicle maintenance operations on the Premises. . k. Haselden shall not place any trash or debris on the Premises. 1. Haselden shall not paint, remove, deface, modify, drill, cut or otherwise alter or modify any part of the Premises without the prior written permission of County or its representatives, which permission may be withheld at the County's sole discretion. III. Additional Terms a. Non-exclusive License: Haselden acknowledges that its right to use the Property is not exclusive. County reserves the right to use other portions of the Property as County deems appropriate, in its sole and exclusive discretion. b. Termination: Any termination shall be effected by delivery to Haselden of a written notice of termination specifying the date upon which termination becomes effective. Haselden shall cause the removal of all Worker Vehicles from the Premises on or before the termination date and cease all future use of the Premises. Notwithstanding the foregoing, if Haselden breaches any term or condition set forth herein or if the Premises is needed by County on an immediate or emergency basis, County may require Haselden to remove the Worker Vehicles (or any other property immediately), at Haselden's sole expense, upon written notice by the County to Haselden, specifying the date the Worker Vehicles must be moved. Upon removal of the Worker Vehicles, Haselden shall ensure the Premises are restored to its original condition, reasonable wear and tear expected. If the Worker Vehicles are not timely removed in response to County's request, and the Premises are not restored, County may do so at Haselden's expense, which expense shall be promptly reimbursed by Haselden. 0a c. Governing law: This Agreement is made and entered into in the State of Colorado, and all questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the substantive laws and procedural rules of the State of Colorado. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of Eagle County, Colorado. d. Assumption of Risk. Haselden acknowledges and agrees that by use of the Premises, Haselden assumes all risk of loss or damage to property, including, without limitation, property damage, and all risk of personal injury, including but not limited to death, attributable to any cause other than the gross negligence or unlawful conduct of County. Haselden agrees that it is familiar with the condition of the Premises and the suitability of the Premises for its intended use and accepts the Premises on an "AS -IS" "WHERE -IS" basis. County, its agents, manager, affiliates and employees shall not be responsible or liable for loss or damages by reason of tire, theft, collision or any other cause to parked vehicles or their contents, provided that no unlawful act of County or its employees resulted in the loss or damages. e. Security. Haselden acknowledges that County does not provide any security for the Premises and that Haselden should maintain security measures as may be appropriate to reasonably protect the Worker Vehicles. f. Insurance. At all times during the Initial Term or any Renewal Term, Haselden agrees to maintain at its sole cost and expense, the appropriate insurance coverage for use of the Premises for parking Worker Vehicles. g. Indemnification: Haselden shall defend, indemnify and hold harmless County, its members, employees, agents, officers and property manager, from and against any and all claims, demands, damages, liabilities and costs (including attorney fees) arising out of the negligent act or omission of Haselden, its members, agents, employees and subcontractors relating to the use of the Premises, Haselden's activities on the Premises and the performance of its obligations under this Agreement. h. Assignment: This Agreement and all of the provisions hereof will be binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement is not assignable or transferable without written consent from the County. i. Severability: Each provision of this Agreement is distinct and separate. Therefore, any decision by a court under which any of the provisions contained in this Agreement is declared null, invalid, or unenforceable, shall in no way affect the validity, nature, or enforceability of any other provision. Should any individual term or provision of this Agreement become ineffective, this shall not impact the effectiveness of the remaining terms of this Agreement. 3 j. Modifications: This Agreement may be amended or modified only if such amendment or modification is set forth in a written instrument executed by both parties. k. No Waiver. The failure of the County to insist in any one or more instances upon a strict compliance with any of the obligations, covenants and agreements herein contained or the failure of the County and any one or more instances to exercise the option, privilege or right herein contained shall in no way be construed to constitute a waiver or relinquishment or release of such obligation, covenant or agreement and no forbearance by the County or any default hereunder shall in any manner be construed as constituting a waiver of such default by County. I. Notices. All notices, payments, demands and other communications required or permitted to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given: (i) when personally delivered, (ii) when delivered by facsimile or email with confirmed receipt, (iii) one (1) day after being sent by overnight delivery service (such as Federal Express), or (iv) three (3) days after being sent by United States Postal Service, postage prepaid, certified mail, return receipt requested. Unless another address or number has been previously specified by a notice given in accordance with this paragraph, notices, demands and communications to each party will be sent to the addresses indicated below: If to County: Eagle County Government P.C. Box 850 500 Broadway Eagle, Colorado 8 163 1 Attn: Jan Miller Email: jan.miller@eaglecounty.us Facsimile: 970-328-$$99 If to Licensee: Haselden Construction Company 6950 South Potomac St. Centennial, CO 80112 Attn: David Hanen Email: davidhanen@haselden.com 303-334-1028 Facsimile: 303-751-1627 m. Merger Clause: This Agreement, including any documents incorporated into it by reference, represents the complete agreement of the parties and supersedes any and all prior agreements. n. Counterparts. This Agreement may be executed in multiple counterparts and each counterpart shall be deemed to be an original instrument for all purposes, but all such counterparts together shall constitute one instrument. Signatures transmitted by facsimile or e-mail shall be deemed to be valid, original signatures for all purposes. 4 o. Relationship of the Parties. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master -servant, partnership, joint venture or any other relationship between County and Haselden except that of Licensor/Licensee. Haselden shall have no authority to bind County. EXECUTED AND AGREED by the parties on _ 06/02/2017 COUNTY OF EAGLE, STATE UP CO DO. By and Through Its COUNTY MANAGER By: Bryan Treu, Interim County Manager Haselden Construction Company: LIN Name Brian Hunt Title: Senior Project Manager as