HomeMy WebLinkAboutC24-441 Shaw Construction_license agreementLicense Agreement between Eagle County, Colorado and Shaw Construction, LLC
This 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 Shaw Construction, LLC, a Colorado
limited liability company (“Shaw Construction”).
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. Grant of Permission. The County hereby grants permission (which is revocable and
terminable as provided below) to Shaw Construction to enter onto the Property of the County
described below for the purpose of using the License Area (defined below) for storage of
excavated soils to be stored in piles and exported before expiration of this Agreement as set forth
herein. No construction materials or other materials shall be stored in conjunction with the soils.
Shaw Construction shall, at its expense, procure every permit, license, certificate, or other
authorization required in connection with Shaw Construction’s lawful and proper use of the
License Area. This permission is granted for the purpose specified above and no other purpose.
Should Shaw Construction use or attempt to use the License Area for any other purpose without
the prior written consent of the County, the permission granted herein shall terminate
immediately. Shaw Construction shall be responsible for any snow removal from and on the
License Area during the Term as needed for Shaw Construction’s use.
2. Term of License. Subject to any earlier termination as provided for herein, the term of this
Agreement shall commence effective September 1, 2024, and shall expire at 11:59 P.M. on
December 31, 2024 (the "Term").
3. Inspection and Damages. At the conclusion of Term hereof, Shaw Construction shall, at its
sole cost and expense, remove from the License Area the soils and all other items placed by
Shaw Construction on the License Area. On or about December 31, 2024, and after removal of
Shaw Construction’s property, representatives of the County and Shaw Construction shall meet
on the License Area to inspect the condition of the License Area and determine whether any
repairs are necessary to restore the License Area to the condition that existed prior to Shaw
Construction’s use of such area during the preceding Term. Shaw Construction agrees to restore,
at its sole cost and expense, the License Area and all conditions thereof harmed or damaged by
Shaw Construction’s use or occupancy of the License 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 Shaw Construction fails to restore the License Area to the County’s reasonable
satisfaction, the County shall have the right to make such repair at Shaw Construction’s expense,
the reasonable amount of which expense Shaw Construction shall pay to the County on demand.
4. Description of License Area. The County owns certain real property described using the
Land Survey Plat, as deposited in Land Survey Plat Book 1, Page 488, dated June 20, 2003,
located in parts of Section 2 and 11, T4s, R83W of the 6the P.M., Eagle County, State of
Colorado (the “Property”). The area subject to this Agreement is legally described on Exhibit A
Docusign Envelope ID: 8BA00EA1-E1C7-4822-9213-D385E041DE40
10/25/2024
2
and generally depicted on Exhibit B, both of which are attached hereto and incorporated herein
by reference (the “License Area”). Shaw Construction shall have at all times the non-exclusive
full right of ingress to and egress from the License Area. Shaw Construction accepts the License
Area in its “as is" condition. The County does not warrant or make any representations, express
or implied, relating to the quantity, condition, suitability, or fitness for any purpose whatsoever
of the License Area. The County has no liability whatsoever to undertake any repairs, alterations,
removal, remedial actions, or other work of any kind with respect to any portion of the License
Area. However, the County agrees that it shall maintain the access route to the License Area
(including snow removal) as reasonably necessary for Shaw Construction’s access to the License
Area for the use contemplated by this Agreement.
5. License Fee. The permission granted to Shaw Construction under this agreement is given to
Shaw Construction as an accommodation and it shall be without charge. Shaw Construction
acknowledges the title of the County to the Property and agrees never to assail, resist, or deny
such title.
6. Permission Not Exclusive. The permission granted to Shaw Construction under this
Agreement is exclusive to Shaw Construction with respect to use of the License Area only; but
Shaw Construction acknowledges that any other portion of the Property may be used at any time
by the County, by third parties, or by other licensees. Any additional uses of the Property outside
of the License Area undertaken or allowed by the County during the Term shall not unreasonably
interfere with the Shaw Construction’s use as allowed hereunder.
7. Improvements, Buildings, or Structures. Shaw Construction shall not alter or make any
improvements to the License Area, erect any permanent buildings or other structures on the
License Area, or erect, or have erected or installed, or permit to remain on the License Area any
temporary structures, fixtures, shelters, or other attachments without the prior written consent of
the County, which consent may be withheld in the County’s sole and absolute discretion. This
provision shall not apply to the stored soils as designated in Section 1 of this Agreement.
8. Shaw Construction’s Covenants. Shaw Construction covenants and agrees, in addition to the
matters set forth above, as follows: (a) Shaw Construction shall at all times, at its sole cost and
expense, keep loose soils stored on the License Area in good condition and repair; (b) Shaw
Construction shall at all times keep debris, trash, and rubbish clear from the License Area
following any activity on the License Area; (c) Shaw Construction shall not permit or suffer any
disorderly conduct, excessive noise, or nuisance whatsoever about the License Area or to use
such License Area in any way so as to interfere with the County’s use of the remainder of the
Property other than the License Area or the use thereof by other licensees or permittees of the
County; (d) Shaw Construction 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) Shaw Construction expressly covenants and agrees to restore, at its
sole cost and expense, the License Area and all conditions thereof, harmed or damaged by Shaw
Construction’s use or occupancy of the License Area, ordinary wear and tear excepted; and (f)
Shaw Construction 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 License Area, nor shall
Docusign Envelope ID: 8BA00EA1-E1C7-4822-9213-D385E041DE40
3
the County be liable for any injury or damage occasioned by any condition of whatsoever kind or
nature on the License Area during the Term.
9. Indemnification. Shaw Construction 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 License Area by Shaw Construction, or by the
licensees, invitees, or guests of Shaw Construction; (b) the conduct of Shaw Construction’s
business or any other activity, work or things done, permitted or suffered by Shaw Construction
in or about the License Area and the Property; (c) any breach or default in the performance of
any obligation on Shaw Construction’s part to be performed under the terms of this Agreement;
(d) any negligence of Shaw Construction or its agents, contractors, or employees related to the
use of the Licensed Area, or (e) caused by reason of any condition of the License Area resulting
from Shaw Construction’s use of the License Area. Shaw Construction 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, Shaw Construction, upon
notice from the County, shall defend the same at Shaw Construction’s expense by counsel
satisfactory to the County. Shaw Construction, 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
License Area arising from any cause other than the negligence of the County or any of the
County’s agents, contractors, or employees and Shaw Construction hereby waives all claims
against the County in respect of the risks assumed.
10. Insurance. Shaw Construction shall obtain and maintain during the Term the following
insurance, which may be in the form of an Owner Controlled Insurance Program policy: (a)
commercial general liability insurance for the protection of Shaw Construction and the County
and their respective employees, agents, and contractors, as their interests may appear, insuring
against any liability arising out of the use, occupancy, or maintenance of the License Area
(including liability for death, personal injury and property damage), in the combined single limit
amount of not less than $1,000,000.00; (b) worker's compensation insurance coverage as
required by the statutes of the State of Colorado or any applicable federal or local laws or
regulations in effect at any time during the Term for the protection of Shaw Construction; and (c)
automobile liability insurance covering any auto (including owned, hired and non-owned autos)
with a minimum limit of not less than $1,000,000 each accident combined bodily injury and
property damage. All insurance required to be carried by Shaw Construction under this Section
10 shall be written in a form and by a company qualified to write insurance of such type within
the State of Colorado. Upon execution of this Agreement, Shaw Construction shall deliver to the
County a certificate evidencing that such policy is in effect. Each such policy shall name the
County as an additional insured and shall contain provisions that it cannot be cancelled or
modified except after 30 days' prior written notice to the County and that the insurer waives its
rights of subrogation under such policy as to any claim against the County or Shaw Construction.
11. Termination. The County reserves the right to terminate this Agreement and the permission
granted herein at any time by giving Shaw Construction at least ten (10) days' written notice of
such termination, except that the County may, at its election, terminate this Agreement
Docusign Envelope ID: 8BA00EA1-E1C7-4822-9213-D385E041DE40
4
immediately without such notice at any time if Shaw Construction fails to comply with or abide
by each and every provision contained in this Agreement, if Shaw Construction willfully or
deliberately violates any provisions or conditions of this Agreement, or on the grounds that
health, safety, or welfare requires such action.
12. Surrender of License Area. On revocation, surrender, or other termination of the
permission granted by this Agreement, Shaw Construction shall quietly and peaceably surrender
the License Area occupied by Shaw Construction in as good condition as such License Area was
at the time of Shaw Construction’s entry on such License Area, ordinary wear and tear excepted.
13. Damage to Personal Property. The County shall not be responsible for any damage, theft,
or vandalism done to the personal property of Shaw Construction or the licensees, invitees, or
guests of Shaw Construction while such property is on the License Area, and Shaw Construction
shall look exclusively to its own insurance coverage for recovery in the event of any such
damage, loss, or theft.
14. Binding. The parties understand and expressly agree that this Agreement shall bind and
benefit the successors and assigns of the parties.
15. 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.
16. 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.
17. 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:
Jesse Meryhew
Director of Facilities
Eagle County, Colorado
500 Broadway
P.O. Box 850
Eagle, CO 81631
With a copy to Eagle County Attorney
Docusign Envelope ID: 8BA00EA1-E1C7-4822-9213-D385E041DE40
5
500 Broadway
P.O. Box 850
Eagle, CO 81631
Shaw Construction, LLC:
Atten: Robert Glover
robertglover@shawconstruction.net
970-248-2632
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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Docusign Envelope ID: 8BA00EA1-E1C7-4822-9213-D385E041DE40
6
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set
forth above.
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its BOARD OF COUNTY
COMMISSIONERS
By: ______________________________
Matt Scherr, Chair
Attest:
By: _________________________________
Regina O’Brien, Clerk to the Board
SHAW CONSTRUCTION, LLC
By:________________________
Printed Name:______________________
Title:_______________________
Docusign Envelope ID: 8BA00EA1-E1C7-4822-9213-D385E041DE40
Robert Glover
Construction Manager
7
EXHIBIT A
LEGAL DESCRIPTION
Docusign Envelope ID: 8BA00EA1-E1C7-4822-9213-D385E041DE40
8
Docusign Envelope ID: 8BA00EA1-E1C7-4822-9213-D385E041DE40
9
Docusign Envelope ID: 8BA00EA1-E1C7-4822-9213-D385E041DE40
10
EXHIBIT B
GENERAL DEPICTION OF LICENSE AREA
Docusign Envelope ID: 8BA00EA1-E1C7-4822-9213-D385E041DE40
