No preview available
HomeMy WebLinkAboutC08-120AGREEMENT FOR PURCHASE OF GRAVEL PROJECT THIS AGREEMENT is dated as of the 8th day of April , 2008,by and between Eagle County, Colorado, a body corporate and politic, acting by and through its Board of County Commissioners (hereinafter called "Owner"), and LaFarae West. Inc. (hereinafter called "Contractor"). Owner and Contractor, in consideration of the mutual covenants set forth, agree as follows: ARTICLE 1 -WORK Contractor shall complete all work as specified or indicated in the Contract Documents ("Work"). The Work is generally described as: 2008 GRAVEL PURCHASE PROJECT #1 IN THE AMOUNT OF $62,726.40 AS SPECIFIED IN EXHIBIT "A" which is attached hereto and incorporated by this reference. This Agreement does not include work on Project #2. ARTICLE 2 -OWNER'S REPRESENTATIVE The Project is under the authority of the Eagle County Road & Bridge Department, the Director of which, or his designee, shall be Owner's liaison with Contractor with respect to the performance of the Work. ARTICLE 3 -CONTRACT TIME 3.1 The Work will be completed and ready for final payment in accordance with the Contract Documents on or before July 31.2008. 3.2 LIQUIDATED DAMAGES: Owner and Contractor recognize that time is of the essence of this Agreement and that Owner will suffer financial loss if the Work is not substantially complete within the time specified in paragraph 3.1 above, plus any extensions thereof allowed in accordance with the General Conditions. They also recognize the delays, expense, and difficulties involved in proving a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not substantially complete on time. Accordingly, instead of requiring such proof, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay Owner Three Hundred dollars 300.00 for each day that expires after the time specified in paragraph 3.1 for completion until the Work is complete. Agreement Page 1 ARTICLE 4 -CONTRACT PRICE 4.1 The funds appropriated for this project are equal to or in excess of the contract amount. 4.2 Owner shall pay Contractor for performance of the Work in accordance with the Contract Documents in current funds as follows: PROGRESSIVE PAYMENTS UPON COMPLETION OF EACH AREA AS SPECIFIED IN EXHIBIT "A". 4.3 Pursuant to the provisions §24-91-103.6, C.R.S., and notwithstanding anything to the contrary contained elsewhere in the Contact Documents, no change order or other form of order or directive by Owner, and no amendment to this Agreement, requiring additional compensable work to be performed which work causes the aggregate amount payable under the Agreement to exceed the amount appropriated for the original Agreement shall be of any force or effect unless accompanied by a written assurance by~~Owner that lawful appropriations to cover fihe costs of the additional work have been made or unless such work is covered under aremedy-granting provision in the Agreement. 4.4 The Board of County Commissioners for Eagle ounty is a governmental entity. All obligations beyond the current fiscal year ar subject to funds being budgeted and appropriated. ARTICLE 5 -PAYMENT PROCEDURES Contractor shall submit Applications for Payment in acc rdance with the General Conditions. Applications for Payment will be processed~as provided in the General Conditions. 5.1 PROGRESS PAYMENTS: Owner shall make monthly progress payments on account of the Contract Price on the basis of Cd,ntractor's Applications for Payments, as provided below. All progress pay ents will be on the basis of the progress of the Work. 5.1.1 Prior to Completion, progress payments will be in an amount equal to: ^ 90% of the Work completed until fifty ~ercent (50%) of the Work is performed, after which no additional r taining shall be withheld, and ^ 90% of materials and equipment not incorporated in the Work but delivered and suitably stored, less in each case the aggregate of payment previously made. Agreement Page 2 i 5.1.2 Progress payments and retained funds shall oc ur in compliance with Paragraph 19 of the General Conditions attach d hereto and C.R.S. §24-91- 103. The Owner shall authorize partial payments of properly requested amounts of at least ninety percent of the calculated value of the work completed until fifty percent of the work required under the Agreement has been performed. Thereafter, the Owner shall authorize partial payments of any other properly requested amounts without retaining additional funds if, in the opinion of the Owner, satisfactory progress is being made in the work. The withheld amounts of the contract price will be retained by the Owner until the contract is completed satisfactorily and accepted by the Owner. 5.2 FINAL PAYMENT: Upon final completion and acceptance in accordance with the General Conditions, Owner shall pay the ret'nainder of the Contract Price. The final payment shall not be made until after anal settlement of this contract has been duly advertised at least ten days prior to such final payment by publication of notice thereof at least twice in a p blic newspaper of general circulation published in Eagle County, and the oard of County Commissioners has held a public hearing, thereupon and complied with the C.R.S. §38-26-107. Final payment shall be made in accordance with the requirements of the aforesaid statute. ARTICLE 6 -Contractor's REPRESENTATIONS In order to induce Owner to enter into this Agreement Contractor makes the following representations: 6.1 Contractor has familiarized himself with the nature and extent of the Contract Documents, Work, locality, and with all local co ditions, and federal, state, and local laws, ordinances, rules and regulations th~t in any manner may affect cost, progress, or performance of the Work. ' 6.2 Contractor has made, or caused to be made, a aminations, investigations, and tests and studies of such reports and related da a as he deems necessary for the performance of the Work at the Contract Pri e, within the Contract Time, and in accordance with other terms and conditigns of the Contract Documents; and no additional examinations, investigations, tests, reports, or similar data are, or will be required by Contractor for such purposes. 6.3 Contractor has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of the Contract Documents. 6.4 Contractor has given Owner written notice of all conflicts, errors, or discrepancies that he has discovered in the Co tract Documents and the written resolution thereof by Owner is acceptabl to Contractor. Agreement Page 3 6.5 In performing the work under this Agreement, the Contractor acts as an independent contractor and is solely responsibl for necessary and adequate worker's compensation insurance, personal inju~jr and property damage insurance, as well as errors and omissions insurance. The Contractor, as an independent contractor, is obligated to pay fede al and state income tax on moneys earned. The personnel employed by th~ Contractor are not and shall not become employees, agents or servants of the Owner because of the performance of any work by this Agreement. ARTICLE 7 -CONTRACT DOCUMENTS The Contract Documents which comprise the entire Agreement are made a part hereof, and consist of the following: 7.1 This Agreement. 7.2 Contractor's Bid. ~ '~ 7.3 Performance and other Bonds. 7.4 Notice of Award and, if any, Notice to Proceed. 7.5 General Conditions (Pages 1 to 10, inclusive). 7.6 Specifications and Drawings (if any) 7.7 Any modification, including Change Orders, duly delivered after execution of Agreement. ~, 7.8 The parties acknowledge and agree that the terms and conditions of this Agreement (7.1) and the General Conditions (TL5) attached hereto, shall supersede and control over any inconsistent or'contrary provision in any other attachment or agreement. There are no Contract Documents other than those listed above in this Article 7. The Contract Documents may only be altered, amended, or'repealed by an executed, written amendment to this Agreement. ARTICLE 8 -BONDS Not later than five business days following the execution of this Agreement, Contractor shall deliver to the Owner the bonds required by the Co tract Documents, and, notwithstanding anything to the contrary contained in th~ Contract Documents, Owner shall have no liability or obligation hereunder unless and until the bonds have been so delivered. Agreement Page 4 ARTICLE 9 -MISCELLANEOUS 9.1 No assignment by a party hereto of any rights under, or interests in the Contract Documents will be binding on another party herdto without the written consent of the party sought to be bound; and specifically but without limitation, moneys that may become due and moneys that are due fray not be assigned without such consent (except to the extent that the effe t of this restriction may be limited by law), and unless specifically stated to~he contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contrast Documents. 9.2 Owner and Contractor each binds himself, his partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements, and obligations contained in the Contract Documents. 9.3 ATTORNEY'S FEES: In the event of litigation between the parties hereto regarding the interpretation of this Agreement, Cr the obligations, duties or rights of the parties hereunder, or if suit otherwi a is brought to recover damages for breach of this Agreement, or an a~tion be brought for injunction or specific performance, then and in such events, the prevailing party shall recover all reasonable costs incurred with regard to sucl'~ litigation, including reasonable attorney's fees. 9.4 APPLICABLE LAW: This Agreement shall be gbvemed by the laws of the State of Colorado. Jurisdiction and venue of any suit,II right, or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado. 9.5 INTEGRATION: This Agreement supersedes all previous communications, negotiations and/or contracts between the respective parties hereto, either verbal or written, and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated ~greement and there are no representations about any of the subject matter hereof except as expressly set forth in the Contract Documents. Agreement Page 5 9.6 NOTICE: Any notice and all written communications required under this Agreement shall be (i) personally delivered, (ii) rlnailed in the United States mails, first class postage prepaid, or (iii) transmi ed by facsimile machine together with a hard copy conveyed by delivery ~r mail, to the appropriate party at the following addresses: County: Board of County Commissioners, Eagle County, Colorado P. O. Box 850 Eagle, CO 81631 Telephone: (970) 328-8605 Fax: (970) 328-7207 ith a copy to: ~agle County Road & Bridge P. O. Box 250 Eagle, CO 81631 Telephone: (970) 328-3540 Rax: (970) 328-3546 Contractor: Cheryl Christiansen c/o Lafarge P. O. Drawer 368 Glenwood Springs, CO 81602 Mailed notices will be deemed given three business days after the date of deposit in a regular depository of the United States Postal Service, and Fax notices will be deemed given upon transmission, if during business hours, or the next business day. Either party can change its a~dress for notice by notice to the other in accordance with this paragraph. 9.7 PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES. 9.7.1 The Contractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for servic~s; or enter into a contract with a subcontractor that fails to certify to the Contractor that he subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 9.7.2 The Contractor shall confirm or attemp~ to confirm through participation in the Basis Pilot Verification program, as a ~ ministered by the United States Department of Homeland Security, that the Contr ctor does not employ any illegal aliens. If the Contractor is not accepted into the B sic Pilot Verification Program prior to entering into a public contract for services, the Contractor shall apply to participate in the Program every three months until the Contractor is accepted or the public contract for services has been completed, whichever is earlier. Information on applying for the Basic Pilot Verification Program can be Bound at: https://www.vis-dhs.com\employerreaistration Agreement Page 6 9.7.3 The Contractor shall not use the Basic Pilot Verification Program procedures to undertake pre-employment screening of jpb applicants while the public contract for services is being performed. 9.7.4 If the Contractor obtains actual knowledge that a Subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: ~I a. Notify the Subcontractor end the County within three days that, the Contractor has actual knowledge that the Subcontractor is employing or contracting with an illegal alien; and b. Terminate the Subcontract withjthe Subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the Subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the Subcontractor if during such three days the Subcontractor provides information to establish that the Subcontractor has not knowingly emp~iloyed or contracted with an illegal alien. 9.7.5 The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority. 9.7.6 If a Contractor violates these prohibitimns, the County may terminate the contract for a breach of the contract. If the contract is so terminated, the Contractor shall be liable for actual and consequential damages to the County. 10.00 This Agreement shall be governed by end construed in accordance with the internal laws of the State of Colorado. The Pat',ties agree that venue in any action to enforce or interpret this agreement shall be in the District Court in the 5~' District for the State of Colorado. Agreement Page 7 IN WITNESS WHEREOF, the parties have executed thi~ Agreement this-day of March, 2008. EAGLE COUNTY, COLORADO By and through its Board of County Commissioners . ATTEST County Commissioners .IF~,~' "Contractor": ~~~~ By: STATE OF COLORADO ) ss: County of € ) The foregoing instrument was acknowledged before me by G~,1 ~h~~ ~ti~~~ this 1®+"; day of ~R.Pr~ ~ , 2008. ' emission expires: ©~/~ Lao i ~ w ~ ~~ _-~ ~~ UI~IiC . ', ~~ _•. QJ •. ~~L _STA;E ~.~~' Agreement Page 8 O CU O ~ O N P N (Q ~ t) ~ tp ~ N CO ~ OD OD ~ O ~ ~ Y~ ~ Y ~~ ~~ U N C - O a ~ n °' ~ ~ ~ O ~ ~ ~ ~ o ~ O Z N , ~ Z W > ~ a` a ° > 0 0 0 0 0 0 c~ rn co o ~ cD rn cfl ~ ~_ ~ r- _ti ~ ~ O O Y Y J ~ J W W ~ O _ ~i ~ ~ .o f~A t0 U N ~ C O d a 0 Z > O ~ x~ # ~ ~~ C~ a °D O W W m j .o . ~ 3 ~ Z O UN > m a ' 0 ~ ° W > ~ ~ ~ i ~ C~ C~ Z O W O W (No addenda to Date) (Receipt of all of which is hereby acknowledged) and also copies of the Advertisement of Invitation to Bid and the'~Instructions to Bidders; (b) BIDDER has examined the site and locality where the work is to be performed,. the legal requirements (federal; state, and local laws, ordinances, rules, and regulations), and the conditions affecting cost, progress, or performance of the work, and has made such independent investigations as BIDDER deems necessary; (c) This bid is genuine, and not made in the interest of, or on behalf of, any undisclosed person, firm, or corporation, a$d is not submitted in conformity with any agreement or rules of any group, association, organization, or corporation; BIDDER has not, directly or indirectly, induced nor solicited any other bidder to s~bmit a false or sham bid; BIDDER has not solicited nor induced any person, firm, or corporation to refrain fro,~n bidding; and BIDDER has nod sought by collusion to obtain for himself any advantage over any other bidd'iier or over OWNER. 4. BIDDER will complete the work for the following lump sum and unit prices: PLEASE USE. EXHIBIT "A" F(~JR BID PRICES 5. BIDDER agrees that work will be completed on car before July 31, 2008. BIDDER accepts the provisions of the Agreement as to liquidated damages in the event of failure to complete the work on time. 6. The following documents are attached to and made a condition of this bid: (a) Required bid security in the form of a certified or bank check or bid bond. 7. Communication concerning this bid shall be addressed to the address of BIDDER indicated below: I, Cheryl Christiansen c/o Lafarge P.O. Drawer 368 Glenwood Springs, CO 81602 Phone Number 970-704-4805 8. The terms used in this bid which are defined in the General Conditions of the construction contract included as part of the Contract Documents have the meanings assigned to them in the General Conditions. SUBMITTED ON April 2, 2008 , 200 A Corporation By: Lafarge (Corporation Name) Deleware (State of Corporation B ~~ Y• (Name of Pers01,1 Authorized to Sign) ~'~lA~?.\t~ r~N~7~YC'SC~IV ~ ~IG~~~r ~~r~~~~-mss '' (Title) (CORPOR.ATE SEAL) Attest: Cheryl Christiansen Business Address: P.0. Drawer 368 Glenwood Springs, CO 81602 Phone Number: 970-704-4805 EXHIBIT "A" EAGLE COUNTY 2008 GRAVEL PURCHASE PROJECT PROJECT #1 Location Description QTY Unit Unit Write ,4meunt Powers Pit 14156 Hwy 8 Carbondale Prepare and make available in ElJebel area, 3/4" U.S. Forest Service specification 5,808 +/- tons $lo.so $62,726.4 road base. PROJECT #2 Location Description QTY lJnit Unit nrir_ea Amnunt Prepare and make available m Pit in Eagle area, 3/4" U.S. H 6 11589 G sum,wCO YP Forest Service specification 14,016 +/- tons $13.45 $188,515.2 road base. TOTAL AMOUNT X251, 241.60 Contractor name: (please print) Lafarge NOTE: 1. Contractor may bid on one or both projects. ~ 2. Bids may be awarded to more than one contractor. 3. "Location" is the point where gravel is to be prepared and made available for pick up. 4. "Unit price" shall be FOB at the location. THE AMERICAN INSTITUTE O~ ARCHITECTS AIA Document A310 Bid Bond KNOW ALL MEN BY THESE PRESENTS, that we LAFARGE NORTH AMERICA, wc. P.O. Drawer 368, 3794 County Road 109 (Here ansert lull name and address or legal title of Contractod Glenwood Springs, CO 81601 as Principal, hereinafter called the Principal, and SAFECO INSU~CE COMPAN~f ~'AMEiRICA SAFECO Pleza f ere msen full name a a real or egal title of Surety) Seattle, WA 98185 a corporation duly organized under the laws of the State of WA as Surety, hereinafter called the Surety, are held and firmly bound unto (Here insert full name and address or legal title of Owner) EAGLE COUNTY ROAD 8~ BRIDGE P.O. Box 250, Eagle, CO 81631 as Obligee, hereinafter called the Obligee, in the sum of Five percent of a ount bid. Dollars ($ gldo of Amount I, for the payment of which sum well and truly to be made, the s~id Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has submitted a bid for (Here insert full name, address and descnptton of projecp 2008 Gravel Purchase Project NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the Principal shall enter into a Contnct with the Obligee in accordance with the terms of such bid, and give Such bortd or bonds as may be specified in the bidding or Contract Documents with good and sufficient surety for the faithful perfq-mance of such Contract and for the prompt payment of labor and material furnished in the prosecution thereof, or in th! event of the failure of the Principal to enter such Contrail and give such bond or bonds, if the Principal shall pay to the O ligee the difference not to exceed the penalty hereof between the amount specified in said bid and such larger amount for hick the Obligee may in good faith contract with another party to perform the Work covered by said bid, then this obligation shall be null and void, otherwise to remain in full force and effect. Signed and sealed this 28th day of March 2008 LAFARGE NORTH AMERICA. INC. (Principe() (Sep) c... (YVltness ~Cwu~,~. ~ . ~~~eG.,4 (Tide) ° r SAFECO INSU CE COMPANY OF AMERICA (Su ) (SeaO Elizabeth a ero (Witness) I`Z_ Sandra E. Bronson (Tide) Attorney-In-Fact AIA DOCUMENT A370 • BID BONG •AIA ®• FEBRUARY 7970 ED • THE AMERICAN' INSTITUTE OF ARCHITECTS, t735 N.Y. AVE., N.W., WASHINGTON, D. C. 20006] ~ ~ ~ POWER Safeco Insurance Companies OF ATTORNEY Po.eoX3as2s Seattle, WA 98124-1526 KNOW ALL BY THESE PRESENTS: No. 5014 That SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AMERICA, each a Washington corporation, does each hereby appoint MARY C. O'LEARY; NANCY K WALLACE;NDOUGLAS R. WHEEOLERSDARELLA E. WHITE; Ph lade phiaRPennsyl ania~ its free and lawful attomey(s}in-fact, with full authority to execute on its behalf fidelity end surety bonds or undertakings and other documents of a similar diaracter issued th the course of its business, and to bind the respective company thereby. IN WITNESS WHEREOF, SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AMERICA have. each executed and attested these presents this 3rd day of January 2006 al`~.- STEPHANIE DALFYaP/AT ON S RETARY MIICF a~reac Dir. ~. rcr: CERTIFICATE Extract from the By-Laws of SAFECO INSU CE COMPANY OF AMERICA and of GENERAL INSURANCE COMP OF AMERICA: Artide V, .Section 13. - FIDELITY AND SURETY BONDS ... the President, any Vice President, the Secretary, and any Assistant Vice attorneys-in-f~ fonder ofher~~ ~ the officer &~ charge of surety operatlons, shag each have authodty to appoint fidividuais as appropriate tales with attfhorily to execute on behaff of the company fidelity and surety bonds and other documents of simflar character issued by the company in the cause of•its busness... On arty instrument making or evidendng such appointment, the signatures may be affaed by facsimile. On any nstument conferring suds authorRy or on any bond or undertaking of the company, the seal, or a facsirtllle thereof, may be impressed or effaced a• in any other manner reproduced; provided. however. that the seal shall not be necessary to the validity of any ~~ Instrument or undeRakh-g Extract from a Resolution of the Board of Directors of SAFECC~ INSURANCE COMPANY OF. AMERICA and of GENERAL INSURANCE COMPANY OF AMERICA adopted July 28,1970. "~ any certificate executed by the Secretary or an assistantseaetary of the Company matting out, ~) The provisions of Artlde V, Section 13 of the By-Laws, and (fl) A Dopy of the power~f-attorney appointment, executed pursuant thereto, and (i'ii) Certifying that said power-of-attorney appoinHment is th fu0 force and effect, the signature of the certifying officer may be by facetmHe, and the seal of the Company may be a fatstmfle thereof.' I, Stephanie Daley Watson , Secretary of SAFECO, INSURANCE COMPANY OF. AMERICA and of GENERAL INSURANCE COMPANY OF AMERICA, do hereby certify that the foregoing extracts of th~ By-Laws end of a Resolution of the Board of Directors of these oorporafiats, and of a Power of AUomey Issued pursuant thereto. are titre and ported, and, that botit the. By-Laws, the Re~lution and the Power of Attorney are sal in full force and effect IN WITNESS. WHEREOF, t have hereunto set my hand and affixed the. facsimfle/se~al of Bald corporation rr~~ this ~ ~ ~ day.. of ' ° ' ~ ~e ~ O(, ~ V ~tp~~aisv ~ a~`.11~~ STEPHANIE DALEY-WATSON, SECRETARY Safeco®aad the Safeco logo are registered. trademarks of Sereco Corporatlon. S-09741DS 4/05 WEB PDF • IPNsL1C3~01~C~ SAFECO IIeT~'[JR.A~CE t;OMPANY OF AN~RICA FINANCIAL STATI~iT -DES 31, 200? Assets Cash and Bank Deposits..»..».»..»..»..»..»»».»..„.. S 53,483,126 R'Bonds-U.S t~aveamnent.....»......»..d..»..».e..»......»...16,?28~67 ~'t~et Bonds....»..e..»..»..»......»..»..».»..»..»..d..».. 2,498,911 X87 ~'8t~..»..»..».»......»..»..»..»..»..»..»..e..»..»..»..... 499.2'33,954 Reat Eatete..»..„..»..»..»..»..»..»..»..».»..»......»..»..»..».. 4 Ate' Balances ofUnodlededPtemi~s...„..»..„..» 625,553,b21 As~crnedi~er®st endRe~s....»..»..»..»..»..„»...»... 33y36,Agp tltherAdtnittedAsstta»»».»..»..»..»..»..»..»..»..»..„ 339.599392 Teal Adndfite~ As:~ ~.~„„,.. saw Ltsbllltl~ tTnearned Premiums.»..». »..»..»..a..»..„..».»..,,..» S 928,534,002 R~es~ve for Maims and Maims Eap~se »..»..b..»..».1,36o,41s,95o Elands Held ZTndet Igoe Treaties.»..»..»..» 430y79 Reserve for Dividends to Policgholders»..».»..»..»..».„. 2.421,611 Addltianal Statutorg+Reserve.»..„.»..»......»..„.»... Rive f Commissjans, Tax$s and _ Other abiiities..»..e..»..„.e..»..e..»..»..»..»... 936336.881 Total 53,2,637,423 Sg~tal tirrp~lusFunds...».». S 226,334 Capital n..».»..e..»..»..»..».. 5~~ 1?aidin us.»..»..„..»..»..»...,..».295,~2~T3 IIn~ 3mpllrs..»,»,.»..»..„ 358,~A87 SmplYm t®PoHcholders 83g.610~6gq Toil Liabil<tles and tlrtrplne ~ra~ e Bonds ere stat~l at or investment , Stoclm et Association ~ket Values. Jetties carnted et 5124~68~96 ere regdred bq law I, TH3 A+IIKOLATEWJgI, Jenior Vfce-Preddmt of ~AFECO inmraa~ Coq of Ameiiea, ~ h~jr ce~yr tltat the forego3n~ is a true, eta eorrec~ statem~t ~ ffie Assets anal Liabiiides of ~d Corporation, as of December 31, 2007, to the bast ~ my knorele~e and belte£ Ile' WITI4EJJ F, I have here~mto ~ my hand end a13 the seal of skid Corpnra6on at Jeattle, ~V ffiis ist daq of woos. Se~c~r Vis®-Freaid~t &1262e3~ ®Areg~tet~ tadsmark M8AFEf~ Cattiw~i~ ROAD 8< BRIDGE DEPARTMENT GENERAL CONDITIONS 1. Contractor shall provide and pay for labor, rr~'aterials, equipment, tools, utilities, permits, licenses, transportation, and. other facilities and services necessary for proper execution and completion of the Work. 2. If Contractor fails to obtain the tax exemp~on(s) applicable to public works projects from sales, consumer, use and simil r taxes, Contractor shall pay the same. Owner will cooperate with Contractor to obtain tax exemption for this project. 3. Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Work, and the general and local conditions which can affect the Work or the cost thereof. Any failure 6y Contractor to do so will not relieve him froQm responsibility for successfully performing the. Work without additional expen$e to the Owner. Owner assumes no responsibility for any understanding or representations concerning conditions made by any of its officers, employees or agents prior to the execution of this Agreement, unless such understanding or representations are expressly stated in the Agreement. 4. Before commencing activities, Contractor shall: (1) take field measurements and verify field conditions; (2) carefully compare this and other information known to Contractor with the Agreement; and (3) promptly report errors, inconsistencies or omissions discovered to Owner. 5. Contractor shall supervise and direct the Work, using Contractor's best skill and attention. Contractor shall be solely responsible for and have control over construction means, methods, techniques, qulality, sequences and procedures, and for coordinating all portions of the Work. 6. Contractor, as soon as practicable, shall furhish in writing to the Owner the names of subcontractors and suppliers for eacf~ portion of the Work. 7. No charge shall be made by Contractor for hindrances or delays from any cause whatever during the progress of any portion of the Work, unless such hindrance or delay is caused in whole or in part by acts'or omissions within the control of Owner. In any event, Owner may grant an extension of time for the completion of the Work, provided it is satisfied that delays or hindrances were due to causes outside Contractor's control, e.g., weather, or to acts of omission or commission by the Owner, provided that such extensions of time shall in no instance exceed the time actually lost to Contractor by reasd,n of such causes, and provided further that Contractor shall have given Owner immediate (as determined by the circumstances, but not exceeding 48 hours) notice in writing of the cause of the detention or delay. 8. Contractor shall deliver, handle, store and install materials in accordance with manufacturers' instructions. 9. Contractor shall comply with and give notice required by all federal, state and local laws, statutes, ordinances, building code, rules and regulations applicable to the Work. If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, rules or regulations without notice to Owner, Contractor shall assume full responsibility for such Work and shall bear the attributable costs. Contractor shall promptl notify Owner in writing of any conflicts between the specifications for the ~ork and such governmental laws, rules and regulations. 10. The Contractor shall be responsible for initiatirhg, maintaining and supervising all safety precautions and programs, includingg all those required by law in connection with performance of the Agreemelnt. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, or by anyone for whose acts the Contractor may be liable. 11. Contractor shall keep the premises/work site and surrounding area free from accumulation of debris and trash related to the (Work. 12. Contractor shall furnish performance and payment bonds, each in an amount at least equal to the contract price as security for the faithful performance and payment of all Contractor's obligations under the contract documents. These bonds shall remain in effect at least until tjwo years after the date of final payment, except as otherwise provided by Idw. Contractor shall also fumish other bonds as are required by the supplementary conditions. All bonds shall be in forms satisfactory to Owner, and be exec ted by such sureties as (a) are licensed to conduct business in the state where the project is located, and (b) are named in the current list of "Companies Ha~lding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All bonds signed by an agent must be accompanied by a certified copy of the authority to act. If the surety on any bond furnished by Contractor is declared bankrupt, or becomes insolvent, or its right to do business. is terminated in any state where any part of the project is located, or it cea$es to meet the requirements of clauses (a) and (b) of the preceding paragraph, Contractor shall within five days thereafter substitute another bond and surety, (both of which shall be acceptable to Owner. 13. Contractor shall be solely responsible for the protection of'the Work until its final acceptance by Owner. Contractor shall have no claim against Owner because of any damage or loss to the Work, and shall be responsible for the complete restoration of damaged Work to its original condition. In the event Contractor's Work is damaged by another party, not under his supervision or control, Contractor shall make his claim directly with tie party involved. If a conflict or disagreement develops between Contractor dnd another early concerning the responsibility for damage or loss to Contractor's Work, such conflict shall not be cause for delay in Contractor's restoration of the damaged Work. 14. Contractor's Insurance: The Contractor shall purchase and maintain such insurance as will protect him from claims set forth below which may arise out of or result from the Contractor's operations under the contract, whether such perations be by himself, or by any subcontractor, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. All such insurance shall remain in effect until final payment, and at all times thereafter when Contractor may be correcting, removing, or replacing defe~ctive Work. In addition, Contractor shall maintain such completed operations inspl rance for at least two years after final payment, and furnish Owner with evidence of continuation of such insurance at final payment and one year thereafter. Insurance coverage shall be as follows: Claims under Workmen's Compensation, disability benefits, and other similar employee benefit acts, with coverage and in a ounts as required by the laws of the State of Colorado; Claims for damage because of bodily injury, occupational sickness or disease, or death of his employees, and claims insured by usual personal injury liability coverage; Claims for damage because of bodily injury, sickness, disease, or death of any person other than his employees; and Claims for damages because of injury to or ~ destruction of tangible property, including loss of use resulting therefrom; Contractor's Liability Insurance issued to and ]covering the liability for damage imposed by law upon the Contractor and each) subcontractor with respect to all Work performed by them under the Agreement; Contractor's Protective Liability Insurance issued to and covering the liability for damages imposed by law upon the Contrac or and each subcontractor with respect to all Work under the Agreement performed for the Contractor by subcontractors. Completed Operations Liabiliiy Insurance issu d to and covering the liability for damage imposed by law upon the Contractor and each subcontractor arising_ between the date of final cessation of the Work, and the date of final acceptance thereof out of that part of the Work performed by each. Comprehensive Automobile. Insurance. All liability and property damage insurance] required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage forms of policies, as the case may be. The Contractor shall in addition, and in the amounts required under the above, obtain protective Liability Insurance issued to and covering the liability for damages imposed by law upon the Owner with respect to all operations under the construction contract by the Contractor or his subcontractors, including omissions and supervisory acts by the Owner. Builder's Risk Insurance: Insofar as the Work to be performed under this contract consists entirely of new construction 'removed and separated from any existing facility used by Owner, Contractor shall procure and maintain, for the duration of the Work of this project, Builder's Risk Insurance, including the perils of fire, extended coverage (loss due to vehicle, explosion, wind, flood, riot, etc.), vandalism and malicious mischief, and speciall extended coverage (loss due to falling objects, collapse, water damage from faulty or leaking systems, etc.) in the full amount of the contract price plus the cost of authorized extras. Said amount of insurance coverage shall 6e considered to cover the insurable value of the Work under this contract which is considered not to exceed one hundred percent (100%) of the amount of this contract and authorized extras. Such policy shall not insure any tools or equipment, or temporary structures erected at the site and belonging to any person or persons, or their subcontractors who are obliged by contract with the Owner to do Work on the projects. Comprehensive Risk Policy Option: In lieu of the several policies specified for Contractor's Liability Insurance, a comprehensive liability and property damage insurance policy inclusive of all the insurance and requirements herein set forth, subject to the approval of the Owner, will be permissible. Insurance covering claims for damages to persons or property shall at a minimum provide coverage of the larger of (i) $500,000 each person/$1,000,000 each occurrence, for bodily injury and $600,000 each occurrence for property damage (ii) the maximum liability of a local government provided in the Colorado Governmental Immunity Act, 24-10-101, et seq., CRS (1973) as that may be amended from time-to-time, or (iii) such greater amount(s) as may be required by law. Insurance shall be placed jointly in the names of the Owner, Contractor, and any and all subcontractors, and any and all others obliged by contract with the Owner to do Work on this project, and, at the OwrNer's option, any other .person or persons whom the Owner deems to have an insurable interest in said property, or any part thereof, payable as their several interests may appear. Any proceeds obtained from insurance provided for by this paragraph shall be paid to and held by the Owner as trustee. The Owner shall have the right to withhold payment of such proceeds until such time as the Work destroyed or damaged and covered by such insurance shall be reconstructed and shall pay such proceeds on an installment basis similar to that provided for by progress payments covering the original Work. Certificates of Insurance: Certificates of Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These Cert~cates shall contain provisions naming the Owner 'as an additional insured under Contractor's insurance, as more fully required by the General Conditions herein, and that coverage afforded under the policies will not be cancelled until at least thirty days prior written notice has been giv~n the Owner. Contractor and his subcontractors shall not permit any of his s~lbcontractors to start Work until all required insurance have been obtained nd certificates with the proper endorsements have been filed with the Ow~ier. Failure of the Contractor to comply with the foregoing insurance requirements shall in no way waive the Owner's rights hereunder. 15. Owner, at its option, may purchase and maintain such liability insurance as will protect him against claims which may arise from operations under this contract. Purchasing and maintaining such insurance, however, will not relieve the Contractor from purchasing and maintaining the insurance hereinbefore specified. 16. Before permitting any of his subcontractors to perform any Work under this contract, Contractor shall either (a) require each of his subcontractors to procure and maintain during the life of his subcontradts, Subcontractor's Public Liability and Property Damage Insurance of the types and in the amounts as may be applicable to his Work, which type and amounts shall be subject to the approval of the Owner, or (b) insure the activities of his subcontractors in his own policy. 17. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless Owner, its board, commissioners, er~hployees and the agents of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss ~r expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible properly (other than the Work itself) including Ipss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused I in part by a party indemnified hereunder. 18. After execution of the Agreement, changes in the Work may be accomplished by Change Order or by order for a minor change in the Work. Owner, without invalidating the Agreement, may order changes in the Work within the general scope of the Agreement consisting of additions, deletions or other revisions. a. No Change Orders or other form of drder or directive which requires additional compensable work to be performed may be issued or be effective unless accompanied by a wri en assurance to the Contractor that lawful appropriations to cover the ~osts of the additional work have been made. b. A Change Order shall be a written order to the Contractor signed by Owner to change the Work. c. Owner will have authority to order minor changes in the Work not involving changes in the Contract Price or the Contract Time. Such changes shall be written orders and shall be binding on the Contractor and Owner. Contractor shall carry out such written orders promptly. 19. Progress Payments: If the project is subject to progress payments, not more often than once a month, Contractor shall submit to Owner an application for payment filled out and signed by Contractor covering the work completed as of the date of the application, and accompanied by such supporting documentation as Owner may reasonably require. If payment is requested on the basis of materials and equipment not incorporated in the work, but delivered and suitably stored at the site or at another location agreed to in writing, the application for payment shall also be accompanied by such data, satisfactory to Owner, as will establish Owner's title to the material and equipment, and protect ~wner's interest therein, including applicable insurance. Each subsequent appli ation for payment shall include an affidavit of Contractor stating that all previous progress payments received on account of the work have been applied to d'Ischarge in full all of Contractor's obligations reflected in prior applications for payment. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. Owner will, within ten days after receipt of each application for payment, either indicate in writing a recommendation of payment, or return the application to Contractor indicating in writing its reasons for ~ refusing to recommend payment. In the latter case, Contractor may make the necessary corrections and resubmit the application. Owner shall, within twenty days of recommendation of payment, pay Contractor the amount recommended. 20. Final Payment: Upon written notice from Contractor that the work is complete, Owner will make a final inspection with Contractor, and will notify Contractor in writing of all particulars in which this inspection reveals ,that the work is incomplete or defective. Contractor shall immediately take such measures as are necessary to remedy such deficiencies. Defects are those identified by an Eagle County Official(s) and shall be judged on quality by that; Official(s). After Contractor has completed all such corrections to the satisfaction of Owner, and delivered all maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection, marked-upl record documents or as-built drawings covering all of the Work, Contractor may make application for final payment following the procedure for progress p yments. The final application for payment shall be accompanied by all documentation called for in the contract documents, and such other data and schedules as Owner may reasonably require, together with complete and legally effective releases or waivers (satisfactory to Owner) of all liens arising out c~f, or filed in connection with the work. In lieu thereof, and as approved by Owner, Contractor may furnish receipts or releases in full; an affidavit of Copntractor that the releases and receipts include all labor, services, material, anki equipment for which lien could e be filed, and that all payrolls, material, and equipment bills, and other indebtedness connected with the work, for wlhich Owner or his property might in any way be responsible, have been paid or otherwise satisfied; and consent of the surety, if any, to final payment. If any subcontractor, manufacturer, fabricator, supplier, or distributor fails to furnish a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to Owner to indemnify Owner against any lien. 21. Final payment shall not become due until Contractor submits to Owner releases and waivers of liens, and data establishing pa~vment or satisfaction of obligations, such as receipts, claims, security interests or encumbrances arising out of the Work. Final payment is subject to the Final (Settlement requirements and time periods set forth in C.R.S. §38-26-107. 22. Contractor warrants and guarantees that title to all work, materials, and equipment covered by any application for payment, whether incorporated in the project or not, will pass to Owner at the time of payment free and clear of all liens, claims, security interests, and encumbrances (in these General Conditions referred to as "Liens"). 23. Contractor's obligation to perform and complete the Work in accordance with the contract documents shall be absolute. Neither the recommendation of any progress or final payment nor the payment b~+ Owner to Contractor under the contract documents, nor any use or occupancy ~of the Work or any part thereof by Owner, nor any act of acceptance by Owner, ,nor any failure to do so, nor any correction of defective Work by Owner shall constitute an acceptance of Work not in accordance with the contract documents or a release of Contractor's obligation to perform the Work in accordance with the contract documents. 24. If Contractor fails to correct Work which is not irk accordance with the Agreement, the Owner may direct the Contractor to stop' the Work until the correction is made. i 25. Contractor shall promptly correct Work rejected Eby Owner as failing to conform to the requirements of the Agreement and Contractor shall bear the cost of correcting such rejected Work. 26. Contractor warrants to Owner that: (1) materials and equipment furnished under the Agreement will be new and of good quality; (2) the Work will be free from defects not inherent in the quality required Qr permitted; defects are those identified by an Eagle County Official(s) and shall be judged on quality by that Official(s) and (3) the Work will conform to the requirements of the Agreement. 27. Contractor warrants and guarantees to Owner that all Work will be in accordance with the Contract Documents and will not bedefective. Prompt notice of all defects shall be given to Contractor. If, within one year after the date of completion, or such longer period of time as may be set forth in the Agreement (including the Bid), prescribed by law, prescribed by the terms of any applicable warranty given by a materials supplier or required by or a part of the Agreement, any Work is found to be defective, Contractor; shall promptly, without cost to Owner, and in accordance with Owner's written instructions, either correct such defective Work, or, if it has been rejected by owner, remove it from the site, and replace it with nondefective work. If Contra for does not promptly comply with the terms of such instructions, or in an em~rgency where delay would cause serious risk of loss or damage, Owner may h~ve the defective Work corrected or the rejected Work removed and replaced, and all direct and indirect costs of such removal and replacement, including compensation for additional professional services, shall be paid by Contractor. 28. If Contractor defaults or neglects to carry out the Work in accordance with the Agreement and fails within a seven day perio~ after receipt of written notice from the Owner to correct such default or neglect uvith diligence and promptness, the Owner may, without prejudice to other reme ies, correct such deficiencies. In such case, the Agreement may be terminated~by Owner or a Change Order shall be issued deducting the cost of correction frotr~ payments due the Contractor. 29. The performance of the Work may be terming ted at any time in whole, or from time to time in part, by Owner for its convenience. Any such termination shall be effected by delivery to Contractor of a writte~ notice ("Notice of Termination") specifying the extent to which performance of the Work is terminated and the date upon which termination becomes eeect've. After receipt of a Notice of Termination, and except as otherwise direct~d by Owner, Contractor shall, in good faith, and to the best of its ability, do a I things necessary, in the light of such notice and of such requests in implementation thereof as Owner may make, to assure the efficient, proper closeout of th terminated Work (including the protection of Owner's property). Among other ~hings, Contractor shall, except as otherwise directed or approved by Owner: a. stop the Work on the date and to the I extent specified in the Notice of Termination; b. place no further orders or subcontracts for services, equipment or materials except as may be necessary !for completion of such portion of the Work as is not terminated; c. terminate all orders and subcontracts toy the extent that they relate to the performance of Work terminated by the Notice of Termination; d. assign to Owner, in the manner and to the extent directed by it, all of the right, title and interest of Contractor una~er the orders or subcontracts so terminated, in which case Owner shall have the right to settle or pay any or all claims arising out of the termination, of such orders and subcontracts; e. with the approval of Owner, settle all outstanding liabilities and all claims arising out of such termination or orders nd subcontracts; and deliver to Owner, when and as directed by Owner, all documents and all property which, if the Work had been pompleted, Contractor would be is v v required to account for or deliver to (Owner, and transfer title to such property to Owner to the extent not already transferred. In the event of such termination, there shall be an equitable reduction of the Contract Price to reflect the reduction in the Work and no cost incurred after the effective date of the Notice of Termination shall be treated as a rei bursable cost unless it relates to carrying out the unterminated portion of the Work or king closeout measures. Ud8~brdge.gc