HomeMy WebLinkAboutC24-226 Gould ConstructionSUB-LICENSE AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND GOULD CONSTRUCTION, INC. This Sub-License Agreement (“Agreement”) is made on _______________ by and between Eagle County, Colorado, a body corporate and politic, acting by and through its Board of County Commissioners (the “County”) and Gould Construction, Inc., a Colorado corporation (“Contractor”). RECITALS WHEREAS, Pursuant to the Construction Agreement for Hillcrest Drive Roundabout Project dated March 12, 2024, the County retained Contractor for the construction of a roundabout at the existing intersection of Hillcrest Drive and U.S. Highway 6 in Edwards, Colorado (the “Project”); and WHEREAS, pursuant to a Construction Staging License Agreement and Termination of Lease dated April ___, 2024 (“ERWSD Agreement”), which is attached hereto and incorporated herein as Exhibit 1, the County holds a license to access and utilize a portion of certain real property owned by the Eagle River Water & Sanitation District located at 88 Hillcrest Drive, Edwards, CO 81632 (the “Property”) in the area identified on Exhibit 2, which is attached hereto and incorporated herein (the “Staging Area”), for the temporary storage of construction equipment, materials and supplies, and for all other uses which are in support of or associated with the construction of the Project; and WHEREAS, the County now desires to allow Contractor to utilize the Staging Area in connection with construction of the Project under the terms set forth in Exhibit 1. AGREEMENT For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Granting of Sub-License. The County hereby grants to Contractor, and its agents and employees, a sub-license for access over and across the Property, for the temporary storage of construction equipment, materials, and supplies in the Staging Area, and for all other uses which are in support of or associated with the construction of the Project, all in accordance with the terms and conditions of the ERWSD Agreement set forth in Exhibit 1. Contractor shall, at its expense, procure every permit, license, certificate, or other authorization required in connection with Contractor’s lawful and proper use of the Staging Area. This permission is granted for the purpose specified above and no other purpose. Should Contractor use or attempt to use the Staging Area for any other purpose without the prior written consent of the County, the permission granted herein shall terminate immediately. The County does not warrant or make any representations, DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431 5/14/2024 2 express or implied, relating to the quantity, condition, suitability, or fitness for any purpose whatsoever of the Property or Staging Area. 2. Term of Sub-License. Subject to any earlier termination as provided for herein, the term of this Agreement shall commence on March 28, 2024 and shall expire at 11:59 P.M. on December 31, 2024 (the "Term"). In no event shall such Term exceed the term identified in the ERWSD Agreement. Should the ERWSD Agreement be terminated for any reason, this Agreement shall terminate simultaneously. 3. Inspection and Damages. After removal of Contractor’s construction equipment, materials, and supplies, representatives of the County and Contractor shall meet on the Staging Area to inspect the condition of the Staging Area and determine whether any repairs are necessary to restore the Staging Area to the condition that existed prior to Contractor’s use of such area during the preceding Term. Contractor agrees to restore, at its sole cost and expense, the Staging Area and all conditions thereof, harmed or damaged by Contractor’s use or occupancy of the Staging Area, ordinary wear and tear excepted, within thirty (30) days of the parties’ inspection or such other date as agreed to by the parties. In the event fails to restore the Staging Area to the County’s reasonable satisfaction, the County shall have the right to make such repair at Contractor’s expense, the reasonable amount of which expense Contractor shall pay to the County on demand. 4. Fee. In consideration of the grant of the rights set forth above, Contractor agrees to pay to the County the sum of $1.00 for the Term of this Agreement. 5. Permission Not Exclusive. Contractor acknowledges the permission granted hereunder is non- exclusive and that the Property and Staging Area may be used at any time by the County, by third parties, or by other licensees. 6. Improvements, Buildings, or Structures. Contractor shall not alter or make any improvements to the Staging Area, erect any permanent buildings or other structures on the Staging Area, or erect, or have erected or installed, or permit to remain on the Staging Area any temporary structures, fixtures, shelters, or other attachments. 7. Contractor’s Covenants. In consideration of the grant of the rights hereinabove set forth, Contractor covenants and agrees, in addition to the matters set forth above, as follows: (a) Contractor shall at all times, at its sole cost and expense, keep the vehicles parked in the Staging Area in good condition and repair; (b) Contractor shall at all times keep debris, trash, and rubbish clear from the Staging Area following any activity on the Staging Area; (c) Contractor shall not permit or suffer any disorderly conduct, excessive noise, or nuisance whatsoever about the Staging Area or to use such Staging Area in any way so as to interfere with the County’s use of the Property or of the Staging Area; (d) Contractor shall not subject or assign this Agreement or any interest therein without the prior written consent of the County which may be withheld for any reason in the sole discretion of the County; (e) Contractor shall be responsible for snow removal from the Staging Area as reasonably necessary for the use contemplated by this Agreement; (f) Contractor DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431 3 shall abide by all terms and conditions placed on County in Exhibit 1; and (g) Contractor shall neither hold nor attempt to hold the County liable for any injury or damage, either proximate or remote, occurring through or caused by reason of the negligence of any person or party, or any default of any person occupying or using the Staging Area, nor shall the County be liable for any injury or damage occasioned by any condition of whatsoever kind or nature on the Staging Area during the Term. 8. Indemnification. Contractor shall exercise its privileges under and pursuant to this Agreement at its own risk, and shall indemnify, defend, and hold harmless the County from and against any and all costs, expenses, liabilities, judgments, and claims arising from or in any way related to: (a) the occupation or use of the Property or the Staging Area by Contractor or by the licensees, invitees, or guests of Contractor; (b) the conduct of Contractor’s business or any other activity, work or things done, permitted or suffered by Contractor in or about the Property or the Staging Area; (c) any breach or default in the performance of any obligation on Contractor’s part to be performed under the terms of this Agreement; (d) any negligence of Contractor or its agents, contractors, or employees related to the use of the Property or the Licensed Area, or (e) caused by reason of any condition of the Property or Staging Area resulting from Contractor’s use of the Property or Staging Area. Contractor shall further indemnify the County from and against all costs, attorneys' fees, expenses, and liabilities incurred by the County in the defense of any such claim or any action brought thereon; and in case any action or proceeding be brought against the County by reason of any such claim, Contractor, upon notice from the County, shall defend the same at Contractor’s expense by counsel satisfactory to the County. Contractor, as a material part of the consideration to the County, hereby assumes all risk of damage to property or injury to persons in, upon or about the Property and Staging Area arising from any cause other than the negligence of the County or any of the County’s agents, contractors, or employees and Contractor hereby waives all claims against the County in respect of the risks assumed. 9. Insurance. During the Term of this Agreement, Contractor shall meet all insurance requirements set forth in Section 5 of the ERWSD Agreement. The commercial general liability coverage shall be endorsed to include the County and the Eagle River Water and Sanitation District and their associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit 3. 10. Termination. The County reserves the right to terminate this Agreement and the permission granted herein at any time by giving Contractor at least seven (7) days' written notice of such termination, except that the County may, at its election, terminate this Agreement immediately without such notice at any time if Contractor fails to comply with or abide by each and every provision contained in this Agreement or if Contractor fails to comply with the terms and conditions of Exhibit 1, if Contractor willfully or deliberately violates any provisions or conditions of this Agreement, or on the grounds that health, safety, or welfare requires such action. DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431 4 11. Surrender of Staging Area. On revocation, surrender, or other termination of the permission granted by this Agreement, Contractor shall quietly and peaceably surrender the Staging Area occupied by Contractor in as good condition as such Staging Area was at the time of Contractor’s entry on such Staging Area, ordinary wear and tear excepted. 14. Damage to Personal Property. The County shall not be responsible for any damage, theft, or vandalism done to the personal property of Contractor or the licensees, invitees, or guests of Contractor while such property is on the Staging Area, and Contractor shall look exclusively to its own insurance coverage for recovery in the event of any such damage, loss, or theft. 15. Binding. The parties understand and expressly agree that this Agreement shall bind and benefit the successors and assigns of the parties. 16. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions. 17. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Colorado. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. 18. Notices. All notices or other communications made pursuant hereto shall be in writing and shall be deemed properly delivered, given or served (i) when personally delivered, or (ii) two (2) calendar days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below. Either party may change its address for the purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. Eagle County: Attn: Rickie Davies 500 Broadway P.O. Box 850 Eagle, CO 81631 Telephone: 970-328-3567 Email: richard.davies@eaglecounty.us With a copy to Eagle County Attorney 500 Broadway P.O. Box 850 Eagle, CO 81631 DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431 5 Gould Construction, Inc.: Attn: David Hillbrand P.O. Box 130 Glenwood Springs, CO 81602 Telephone: 970-948-9326 Email: david@gouldconstruction.com 19. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. Modification of this Agreement shall be binding only if in writing and signed by each party. 20. Matters Not Covered by this Agreement. Any decision concerning a matter not specifically covered by this Agreement, on subject matters reasonably inferable from the terms of this Agreement, shall rest solely within the reasonable discretion of the County’s Manager. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431 6 COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its Board of County Commissioners By:______________________________ Matt Scherr, Chair GOULD CONSTRUCTION, INC. By:________________________________ Print Name:_________________________ Title: ______________________________ DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431 V.P. David Hillbrand 7 EXHIBIT 1 CONSTRUCTION STAGING LICENSE AGREEMENT AND TERMINATION OF LEASE (ERWSD AGREEMENT) DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431      EXHIBIT 1 DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431      EXHIBIT 1 DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431      EXHIBIT 1 DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431      EXHIBIT 1 DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431      EXHIBIT 1 DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431      EXHIBIT 1 DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431      EXHIBIT 1 DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431      EXHIBIT 1 DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431      EXHIBIT 1 DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431 EXHBIT C Staging Area      EXHIBIT 1 DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431 9 EXHIBIT C CERTIFICATE OF INSURANCE DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431 8 EXHIBIT 2 STAGING AREA DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431 EXHIBIT 2 Approximate Staging Area Boundary DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431 9 EXHIBIT 3 CERTIFICATE OF INSURANCE DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 2/23/2024 License # 0757776 (970) 254-3302 (866) 908-6374 16535 Gould Construction Inc PO Box 130 Glenwood Springs, CO 81601 25674 A 2,000,000 X X GLO831154823 3/1/2024 3/1/2025 100,000 10,000 2,000,000 4,000,000 4,000,000 2,000,000A X X BAP831154923 3/1/2024 3/1/2025 5,000,000B CUP-0T282663-24-NF 3/1/2024 3/1/2025 5,000,000 10,000 A X WC831154723 3/1/2024 3/1/2025 1,000,000 1,000,000 1,000,000 Project: Hillcrest Drive Roundabout Eagle County; Colorado Department of Transportation; Eagle River Water and Sanitation District; Calvary Chapel Vail Valley; and Archdiocese of Denver are included as additional insureds under General Liability including completed operations and additionals insured under Automobile Liability. A waiver of subrogation in favor of Eagle County, its members, managers, agencies, institutions, organizations, officers, agents, employees, and volunteers is applicable to General Liability, Automobile Liability, and Workers Compensation. Eagle County 500 Broadway PO Box 850 Eagle, CO 81631 GOULCON-02 MHOFF HUB International Insurance Services (COL) 743 Horizon Ct., Suite 201 Grand Junction, CO 81506 Ashley Anderson ashley.anderson@hubinternational.com Zurich American Insurance Company Travelers Property Casualty Company of America X X X X X X X EXHIBIT 3 DocuSign Envelope ID: 94D31C5B-4306-48E8-ADC3-9490E51CC431