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HomeMy WebLinkAboutC14-186 GMCO Corporation Agreement AGREEMENT BETWEEN EAGLE COUNTY AND GMCO CORPORATION FOR THE SUPPLY AND DELIVERY OF MAGNESIUM CHLORIDE THIS AGREEMENT is dated as of the �1 d day of ApW., , 2014, by and between Eagle County, Colorado, a body corporate and politic, acting by and through its Board of County Commissioners (hereinafter called "County"), and GMCO Corporation a Colorado Corporation with its principal place of business at 228 Powerline Road, Rifle, CO 81650 (hereinafter called "Vendor"). County and Vendor, in consideration of the mutual covenants hereinafter set forth, agree as follows: ARTICLE 1 -PRODUCT Vendor shall supply and deliver to County a magnesium chloride product that contains a minimum 30% magnesium chloride (the "Product") as more specifically provided in Vendor's bid, which is attached hereto as Exhibit A and incorporated by this reference. County has no obligation to purchase any amount of the Product. The Product will be available as set forth in Exhibit A and will be purchased by County at County's sole discretion. ARTICLE 2 - COUNTY'S REPRESENTATIVE The Eagle County Road & Bridge Director, or his designee shall be the County's representative for this Agreement. ARTICLE 3 - CONTRACT TIME 3.1 Vendor will make the Product available in the quantities and locations identified in Exhibit A from April 15, 2014 through November 30, 2014. 3.2 Liquidated Damages: County and Vendor recognize that time is of the essence of this Agreement and that County will suffer financial loss if the Product is not available as specified in paragraph 3.1. They also recognize the delays, expense, and difficulties involved in proving a legal or arbitration preceding the actual loss suffered by County if the Product is not available on time. Accordingly, instead of requiring such proof, County and Vendor agree that as liquidated damages for delay (but not as a penalty) Vendor shall pay County Three Hundred dollars ($300.00) for each day the Product is not available as set forth in Exhibit A. 3.3 County may terminate this Agreement, in whole or in part, for any reason, at any time, with or without cause. Any such termination shall be effected by delivery to Vendor of a written notice of termination specifying the date upon which termination becomes effective. In such event, Vendor shall be compensated for all Product delivered and accepted by County prior to the date of termination. Any guarantees or warranties with respect to the Product delivered shall survive termination. ARTICLE 4 - CONTRACT PRICE 4.1 The funds appropriated for this project are equal to or in excess of the contract amount. 4.2 For the Product provided hereunder, County will pay Vendor the amounts provided in Exhibit A. The unit price for the Product as in Exhibit A will not change without a signed amendment to the Agreement. 4.3 Payment will be made for magnesium chloride accepted by County and will be paid within thirty (30) days of receipt of a proper and accurate invoice from Vendor. The invoice shall include the quantities of and location of the Product sold to County under this Agreement. Upon request, Vendor shall provide County with such other supporting information as County may request. 4.4 County will not withhold any taxes from monies paid to the Vendor hereunder and Vendor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 4.5 The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Vendor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any matter or degree with the performance of Vendor's services and Vendor shall not employ any person having such known interests. 4.6 Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Vendor in respect of any period after December 31 without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law(C.R.S. § 29-1-101 et seq.) and the TABOR Amendment(Colorado Constitution, Article X, Sec. 20). ARTICLE 5 - VENDOR'S REPRESENTATIONS In order to induce County to enter into this Agreement Vendor makes the following representations: 5.1 Vendor shall supply and deliver the magnesium chloride in the time frames and as provided in Exhibit A. 5.2 Vendor has familiarized himself with the nature and extent of the Contract Documents, Work, locality, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner may affect cost, progress, or performance of under this Agreement. 5.3 Vendor has made, or caused to be made, examinations, investigations, and tests and studies of such reports and related data as he deems necessary for the performance of the Work at the Contract Price, within the Contract Time, and in accordance with other terms and conditions of the Contract Documents; and no additional examinations, investigations, tests, reports, or similar data are, or will be required by Vendor for such purposes. 2 5.4 Vendor will be responsible for supply and delivery of the Product to County in a professional and competent manner and in accordance with the standard of care, skill and diligence applicable similar vendors supplying similar Product. 5.5 Vendor warrants merchantability and fitness for its intended use and purpose. 5.6 All guarantees and warranties related to the Product furnished to Vendor by any manufacturer or supplier are for the benefit of County. 5.8 Notwithstanding anything to the contrary set forth herein or in Exhibit A, Vendor assumes all risk of loss with respect to the Product until the Product is delivered to the County, at which time County shall assume all risk of loss with respect to the Product. Title shall pass to County after Vendor has delivered the Product and County has inspected and accepted the Product. 5.9 Within a reasonable time after receipt of written notice, Vendor shall correct at its own expense, without cost to County any defects in the Product which existed prior to or during the period of any guarantee or warranty provided in this Agreement. 5.10 Guarantees and warranties shall not be construed to modify or limit any rights or actions County may otherwise have against Vendor in law or in equity. 5.11 The Vendor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor, its employees, agents or any of its subcontractors hereunder; and Vendor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Vendor. This paragraph shall survive expiration or termination hereof. ARTICLE 6 - MISCELLANEOUS 6.1 No assignment by a party hereto of any rights under, or interests in this Agreement will be binding on another party hereto 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 may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 6.2 County and Vendor 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 Agreement. 6.3 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 agreement and there are no representations about any of the subject matter hereof except as expressly set forth in the Contract Documents. 6.4 Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. 6.5 This Agreement may amended upon mutual agreement, in writing, signed by both parties. 6.6 NOTICE: Any notice and all written communications required under this Agreement shall be(i)personally delivered, (ii)mailed in the United States mails, first class postage prepaid, or(iii) transmitted by facsimile machine together with a hard copy conveyed by delivery or mail, to the appropriate party at the following addresses: County: With a copy to: Board of County Commissioners, Eagle County Road & Bridge Eagle County, Colorado P. O. Box 250 P. O. Box 850 Eagle, CO 81631 Eagle, CO 81631 Telephone: (970) 328-3540 Telephone: (970) 328-8605 Fax: (970) 328-3546 Fax: (970) 328-7207 Vendor: GMCO Corporation P. O. Box 1480 Rifle, CO 81650 Phone: 970-625-9100 Fax: 970-625-9101 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 address for notice by notice to the other in accordance with this paragraph. 6.7 This Agreement represents the entire Agreement between the parties hereto. There are no Contract Documents other than this Agreement and Exhibits A and B hereto. The Agreement may only be altered, amended, or repealed in writing. ARTICLE 7 - JURISDICTION AND VENUE: 7.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. ARTICLE 8 - PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES: 4 If Vendor has any employees or subcontractors, Vendor shall comply with C.R.S. § 8-17.5-101, et seq., regarding Illegal Aliens-Public Contracts for Services, and this Contract. By execution of this Contract, Vendor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Vendor will participate in the E-verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. 8.1. Vendor shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to the Vendor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 8.2. Vendor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the. E-verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E- verify program can be found at: http://www.dhs.gov/xprevprot/programs/gc_1185221678150.shtm 8.3. The Vendor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. 8.4. If the Vendor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Vendor shall be required to: (i) Notify the subcontractor and the County within three days that the Vendor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of this paragraph 8.4 the subcontractor does not stop employing or contracting with the illegal alien; except that the Vendor 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 employed or contracted with an illegal alien. 8.5. The Vendor 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 established in C.R.S. § 8-17.5-102(5). 8.6. If a Vendor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Vendor shall be liable for actual and consequential damages to the County as required by law. 8.7. The County will notify the office of the Colorado Secretary of State if Vendor violates this provision of this Contract and the County terminates the Contract for such breach. ARTICLE 9—INDEPENDENT CONTRACTOR It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship between County and Vendor or County and Vendor's employees. To the extent applicable, Vendor and its employees shall be, and shall perform as, independent contractors. No officer, agent, subcontractor, employee, or servant of Vendor shall be, or shall be deemed to be, the employee, agent or servant of County. Vendor shall be solely and entirely responsible for the means and methods to carry out any services that may be required under this Agreement and for Vendor's acts and for the acts of its officers, agents, employees, and servants during the performance of this agreement. Neither Vendor nor its officers, agents, subcontractors, employees or servants may represent, act, purport to act or be deemed the agent, representative, employee or servant of County. ARTICLE 10—INSURANCE REQUIREMENTS 10.1 At all times during the term of this Agreement, Vendor shall maintain insurance on its own behalf in the following minimum amounts: 10.1.1 Workmen's Compensation, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado; 10.1.2 Comprehensive Automobile Insurance shall be carried in the amount of $1,000,000 for bodily injury and $1,000,000 for property damage, each occurrence. All liability and property damage insurance required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy. 10.1.3 Comprehensive liability and property damage insurance issued to and covering Vendor and any subcontractor with respect to all Work performed under this Agreement and shall also name County as an additional insured, in the following minimum amounts: Bodily Injury Liability: Each Person: $1,000,000 Each Accident or Occurrence: $1,000,000 6 Property Damage Liability: Each Accident or Occurrence: $1,000,000 10.1.4 If the scope of Services in this Agreement requires the acceptance, transport, storage or disposal of any hazardous materials or regulated substances the policy shall include coverage for on and off-site cleanup of known and unknown pre-existing conditions arising from the Vendor's facility; on and off-site cleanup of new conditions arising fromVendor's facility; third-party claims for on and off-site bodily injury and property damage; and claims resulting in bodily injury, property damage or clean-up costs associated with a pollution condition from transported cargo if the scope of Services in the Agreement requires the transportation of any hazardous materials. Minimum coverage shall be$5,000,000 per loss and $5,000,000 products/completed operations aggregate. 10.2 Vendor shall purchase and maintain such insurance as required above and the certificate of insurance is attached hereto as Exhibit B. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. [Rest of page intentionally left bank] INI1,W-�I'1 NESS WHEREOF, the parties have executed this Agreement this 2 day of 1,r12A, , 2014. EAGLE COUNTY, COLORADO By and through its Board of County Commissioners ATTEST oOc-4�oG By: �` . .rr * r Ji Clerk of the Board f eo oR�`' `'' — n H. Ryan, Chain an • County Commissioners 6%7'. GMCO Corporation a Colorado corporation B : ../ Henderson Title: esident STATE OF COLORADO ) )ss: County of Eag}e� 'er of ) I The foregoing instr�u�mnt was acknowledged before me bye _ �" of At // this 3/i', , day of afro 2014. My commission expires: - J, "v = °L../ Notary P [clic • 8 EXHIBIT "A" . EAGLE COUNTY 2014 MAGNESIUM CHLORIDE PROJECT Location Description QTY Unit Unit price Amount Glenwood Springs and Supply magnesium chloride Gypsum rail for pick up and distribution 650,000 gallons yards by Eagle County staff $0.483 $313, 950. 30 TOTAL FOR PROJECT $313, 950.00 Project notes: 1. Bid prices to be f.o.b. Glenwood Springs rail yards, Devereux Road, Glenwood Springs, and Gypsum rail yards on Railroad Avenue in Gypsum, CO 2. Contractor shall have a minimum of 30,000 gallons of magnesium chloride available for pick-up from 6:00 a.m. to 7:00 p.m., Monday thru Friday beginning April 15th, 2014 and continuing thru November 30th, 2014 at Glenwood Springs rail yards. '. Contractor shall have a minimum of 40,000 gallons delivered per occurrence to Gypsum rail yard within 10 days of"request to deliver"from Eagle County. Deliveries shall occur as needed by"request to deliver"from Eagle County beginning April 15, 2014 through November 30th, 2014. 4. The magnesium chloride product that is bid shall contain a minimum of 30% magnesium chloride. Company name (bidder): GMCO Corporation BID FORM PROJECT IDENTIFICATION: 2014 Supplying of Magnesium Chloride Project THIS BID IS SUBMITTED TO: Board of County Commissioners Eagle County 500 Broadway Eagle, Colorado 81631 Mailing: Eagle County Road & Bridge Department Attn: Gordon Adams, Director P. O. Box 250 Eagle, CO 81631 Physical: 3289 Cooley Mesa Road Gypsum, Colorado 81637 1. The undersigned BIDDER proposes and agrees, if this bid is accepted, to enter into an Agreement with OWNER in the form included in the Contract Documents to complete all work as specified or indicated in the Contract Documents for the contract price and within the contract time indicated in this bid and in accordance with the Contract Documents 2. BIDDER accepts all of the terms and conditions of the Instructions to Bidders, including without limitation those dealing with the disposition of bid security. This bid will remain open for thirty (30) days after the day of bid opening. BIDDER will sign the Agreement and submit the contract security and other documents required by the Contract Documents within fifteen (15) days after the date of OWNER'S Notice of Award. 3. In submitting this bid, BIDDER represents, as more fully set forth in the Agreement, that: (a) BIDDER has examined copies of all the Contract Documents and of the following addenda: Date Number (No addenda to Date) None (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, and 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 submit a false or sham bid; BIDDER has not solicited nor induced any person, firm, or corporation to refrain from bidding; and BIDDER has not sought by collusion to obtain for himself any advantage over any other bidder or over OWNER. 4. BIDDER will complete the work for the following lump sum and unit prices: PLEASE USE EXHIBIT "A" FOR BID PRICES 5. BIDDER agrees that work will be completed on or before November 30, 2014. 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: GMCO Corporation P.O. Box 1480 Rifle, CO 81650 Phone Number 970-625-9100 SUBMITTED ON March 21 , , 2014. If BIDDER is: An Individual By: (SEAL) (Individual's Name) Doing business as: Business address: Phone Number: A Partnership By: (SEAL) (Firm Name) (General Partner) Business Address: Phone Number: A Corporation By: GMCO Corporation (Corporation Name) Colorado (State of Corporation) By: Jeremy Henderson (Name of Person Authorized to Sign) President (Title) (CORPORATE SEAL) At r B A .7 Business Address: P.O. Box 1 480 Rifle, CO 81 650 Phone Number: 970-625-9100 Honesty integrity, and commitment since 7964 PO Box 1480 Rifie. CO 81650 Office: 970-625-9100 • Fax: 970-625-9101 • Tol! free: 800-244-2148 t? gmcocorm,con CORPORATION March 21, 2014 Gordon Adams Director Eagle County Road & Bridge Dept. P.O. Box 250 Eagle, CO 81631 Re: 2014 Supplying of Magnesium Chloride Project GMCO would like to make Eagle County aware that use of the Gypsum, CO Team Track is at the discretion of Union Pacific Railroad. GMCO is approved for use of the team track and we have included a copy of the agreement. Other bidders should also supply proof of their ability to use the team track. In 2012 & 2013, there were no issues with railcars moving in and out of the Gypsum spur,but there is always a possibility. If for some reason the UPRR decides they need the track to store equipment on,we will not be able to use the track. It is a Team Track and that is the nature of their use. As in the past,the local train delivers and picks up railcars on Monday afternoon unless Monday is a Holiday. Railcars would need to be released after two days from the spot time to avoid UPRR demurrage charges. I have also included a letter from our UPRR Representative stating that demurrage is $80.00 per day after two days for private railcars. GMCO will supply fittings for the unloading of the cars if necessary. It takes approximately 10 - 14 days to get railcars to Gypsum from the order date. If you have any questions please let me know. Thank y u, Jerem = nderson President GMCO Corporation BID OPENING RECORD SHEET Project Name: 2014 Mag Project Date: Thursday, March 27, 2014 Bidder Time Project# _ Bid Price 1 V/� � ' � /6:00 ,31 CJ /50. On 21qi TOTAL ///� Bidder Time _ Project# Bid Price 7 �1 r�?�� jO:0/ ��/r5 fish). 00 Bidder Time Project# Bid Price TOTAL Amount Budgeted For 2014:4 -? 2.14);Ca) OD � btateeje f - / Form W'9 Request for Taxpayer Give Form to the (Rev.August2013) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service Name(as shown on your income tax return) GMCO Corporation • Business name/disregarded entity name,if different from above m rn R °- Check appropriate box for federal tax classification: Exemptions(see instructions): C Corporation H o ❑Individual/sole proprietor p Q S Corporation Partnership 0 Trust/estate CL o Exempt payee code Of any) 0 ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=partnership)► Exemption from FATCA reporting r H code(if any) c O. ❑ Other(see instructions)■ E Address(number,street,and apt.or suite no.) Requester's name and address(optional) 0 a P.O.Box 1480 City,state,and ZIP code a) Rifle,CO 81650 List account number(s)here(optional) Part I Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on the"Name"line I Social security number to avoid backup withholding.For individuals,this is your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other - - entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN on page 3. Note.If the account is in more than one name,see the chart on page 4 for guidelines on whose I Employer identification number number to enter. 4 5 - 4 0 2 8 9 2 9 Part II Certification Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and 2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding,and 3. I am a U.S.citizen or other U.S.person(defined below),and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions on page 3. Sign Signature of < Here U.S.person► Date► �� General I T CtionS withholding tax on foreign partners'share of effectively connected income,and 4.Certify that FATCA code(s)entered on this form(if any)indicating that you are Section references are to the Internal Revenue Code unless otherwise noted. exempt from the FATCA reporting,is correct. Future developments.The IRS has created a page on IRS.gov for information Note.If you are a U.S.person and a requester gives you a form other than Form about Form W-9,at www.irs.gov/w9.Information about any future developments W-9 to request your TIN,you must use the requester's form if it is substantially affecting Form W-9(such as legislation enacted after we release it)will be posted similar to this Form W-9. on that page. Definition of a U.S.person.For federal tax purposes,you are considered a U.S. Purpose of Form person if you are: A person who is required to file an information return with the IRS must obtain your •An individual who is a U.S.citizen or U.S.resident alien, correct taxpayer identification number(TIN)to report,for example,income paid to •A partnership,corporation,company,or association created or organized in the you,payments made to you in settlement of payment card and third party network United States or under the laws of the United States, transactions,real estate transactions,mortgage interest you paid,acquisition or •An estate(other than a foreign estate),or abandonment of secured property,cancellation of debt,or contributions you made to an IRA. •A domestic trust(as defined in Regulations section 301.7701-7). Use Form W-9 only if you are a U.S.person(including a resident alien),to Special rules for partnerships.Partnerships that conduct a trade or business in provide your correct TIN to the person requesting it(the requester)and,when the United States are generally required to pay a withholding tax under section applicable,to: 1446 on any foreign partners'share of effectively connected taxable income from such business.Further,in certain cases where a Form W-9 has not been received, 1.Certify that the TIN you are giving is correct(or you are waiting for a number the rules under section 1446 require a partnership to presume that a partner is a to be issued), foreign person,and pay the section 1446 withholding tax.Therefore,if you are a 2.Certify that you are not subject to backup withholding,or U.S.person that is a partner in a partnership conducting a trade or business in the 3.Claim exemption from backup withholding if you are a U.S.exempt payee.If United States,provide Form W-9 to the partnership to establish your U.S.status applicable,you are also certifying that as a U.S.person,your allocable share of and avoid section 1446 withholding on your share of partnership income. any partnership income from a U.S.trade or business is not subject to the Cat.No.10231X Form W-9(Rev.8-2013) Certificate II , l,1i , ;lia r rs� „ . .k tit sty', A and Magnesium Chloride Liquid for Dust Control and Soil Stabilization Chemical Gore; ositi;on T • ical Anal . sis '°/ ° Ran. ie % MgCl2* ens 7791-18-6 31 .0 "20 Ot 2.5 30.0 33.0 66.2 Less Than 4.0 62.5 - 70.0 pH (5% solution) 7 — 9 Specific Gravity Weight 1 .29 — 1 .33 10.711 .i lbs./gallon Product analyses are typical. Transportation may affect the analysis of the delivered product. PRODUCTION PLANT R North ON West 1-800-693-3334 8300 College ORDERING GENERAL OFFICE Ogden, Utah 84404 Boulevard (80'1) 731 3100 Fax (913) 338 7905 Overland Park, Kansas 66210 Fax (801) 731-4881 (9(91 344-9390 338-7905 DustGard® is formulated to control dust and stabilize Fax (913) other sources of fugitive dust tabilize soils on unpaved roads, stockpiles, a performance. A corrosion inhibitor is available to enhance product Maintenance of a lication and story e e ui men 1n colder temperatures recirculation of the liquid t� Wash the application equipment daily with water.d �n a storage tank prevents solid build up. at the end of the storage Storage equipment should be water rinsed be grounded. g period. Aluminum storage tanks or hauling equipment should not DustGard® is rod�c-�1 p 9 near Ogden, Utah end available in bulk via truck & rail tank cars. j" ' Kevin M. Smith � ' '- 2 � " operations Sup intendant �.� J, -':;•!.. .;i } 4'i }. Az,,,;,•'' tr. +s` ¢^�J p,` •,' { r+'T . •• 1 ,,..5 ), '..,y-,,:,-,',',::: r4.TV+ 4ta h + 3�5 � to-,,,,,,., ';t. y 3'�'�` i �'"'jYy '.,7.7.-,';'?,�''..'14 1 r .y,?.�X A •i 6y 4 i t , {Yk ��',��f • ,.,. :t Y .,.,' 7- ,• ,.� q�-£ p t ..t ;�' tt.r.,,y; : -tT f i sett .fat �.(' w."t� f,°i .t r r, t "i 4r;a".. it,,,,,c. s R v- art 0 i $'. r` +.. x°'"' r* s - cE `) ' , .., ...,, t x«.. ..+,;,.es x .,.�:.:i.�.+...r...s. .we.k...�,�w ,��...�.z�.ara , }tT'�"t� t 0 a t; L, .1 PA :,:'I North American Salt 9100 West 109"'Street—Suite 61111 Company Overland Park,Kansas 662111 .•• A Compass Minerals s Company Phone 800-755-7258 Fax 8110-359-7253 DUSTGA',RD® LIQUID PRODUCTION LOCATION Ogden, Utah PRODUCT DESCRIPTION Produced naturally from the Great Salt Lake, DustGard Liquid is formulated to control dust and stabilize soil on unpaved roads, stockpiles, and other sources of fugitive dust. DustGard Liquid is a tan to dark brown liquid with a density of approximately I'HYSICAI,PROPERTIES 185 gallons per ton. Specific Gravity 1.31+1-0.02 pH (5% Solution) 7.0- 9.0 Weight 10.7- 11.1 lbs./gallon l Typical Analysis 'Typical Range Magnesium Chloride MgCI. (%) 31 30-33 Sullale SO, ('2) 2.5 1.0-4.0 Potassium K (%) 0.3 0.1—0.5 Water I-60 (%) 66 62-70 MET1-1OD OF ANALYSIS All testing is From North American Salt's internal quality control procedures, which are available upon request. APPLICATION AND STORAGE This liquid MgCl2 product in storage should be Product Description and Codes UPC code Product Code agitated regularly to minimize precipitation of Bulk undesirable solids/crystals. Application equipment should be washed daily with water. Storage equipment should be rinsed with water to prevent buildup of solids. Aluminum storage tanks or hauling equipment should not be grounded. Overapplication of MgCl2 may result in unusually slippery road surfaces and should be avoided. 2 March 2009 Information herein is intended to be indicative and not to be interpreted as a specification and no warranty is given MATERIAL SAFETY DATA SHEET Compass Minerals 1. Product and Company Identification Product Name Magnesium Chloride Aqueous Solution CAS# Mixture Product use Dust supression, deicing, general industrial, and speciality uses. Manufacturer Great Salt Lake Minerals Corporation A Compass Minerals Company 9900 West 109th Street, Suite 600 Overland Park, KS 66210 US Phone: 913-344-9200 CHEMTREC 1-800-424-9300 CANUTEC 1-613-996-6666 LEGEND Health HMIS/NFPA Severe 4 [Plarnmablhty o Serious 3 ' 1 0 Moderate 2 1PI;ys4al H`aarrdgi 0 Slight 1 .1 xs �" }yt7fi Personal Protection El Minimal 0 2. Hazards Identification Emergency overview CAUTION MAY CAUSE EYE IRRITATION. Potential short term health effects Routes of exposure Eye, Skin contact, Inhalation, Ingestion. Eyes May cause irritation. Skin Non-irritating to the skin. Inhalation May cause respiratory tract irritation. Ingestion May cause stomach distress, nausea or vomiting. Target organs Eyes. Respiratory system. - Chronic effects None known. Signs and symptoms Symptoms of overexposure may be headache, dizziness, tiredness, nausea and vomiting. 3. Composition / Information on Ingredients Ingredient(s) CAS# Percent Water 7732-18-5 40-70 Magnesium chloride, hexahydrate 7791-18-6 15-40 4. First Aid Measures First aid procedures Eye contact Flush with cool water. Remove contact lenses, if applicable, and continue flushing. Obtain medical attention if irritation persists. Skin contact Flush with cool water. Wash with soap and water. Obtain medical attention if irritation persists. Inhalation If symptoms develop move victim to fresh air. If symptoms persist, obtain medical attention. Ingestion Do not induce vomiting. Rinse mouth with water, then drink one or two glasses of water. Obtain medical attention. Never give anything by mouth if victim is unconscious, or is convulsing. #15618 Page 1 of 5 Issue date 18-Feb-2009 General advice If you feel unwell, seek medical advice(show the label where possible). Ensure that medical personnel are aware of the material(s) involved, and take precautions to protect themselves. Show this safety data sheet to the doctor in attendance. Keep out of reach of children. 5. Fire Fighting Measures Flammable properties Not flammable by WHMIS/OSHA criteria. Extinguishing media Suitable extinguishing media Treat for surrounding material. Unsuitable extinguishing media Not available Protection of firefighters Specific hazards arising from Not available the chemical Protective equipment for Firefighters should wear full protective clothing including self contained breathing firefighters apparatus. Hazardous combustion products May include and are not limited to: Halogenated compounds. Hydrogen chloride. Explosion data Sensitivity to mechanical Not available impact Sensitivity to static discharge Not available 6. Accidental Release Measures Personal precautions Avoid inhalation of vapors or mists. Methods for containment Prevent entry into waterways, sewers, basements or confined areas. Methods for cleaning up Before attempting clean up, refer to hazard data given above. Small spills may be absorbed with non-reactive absorbent and placed in suitable,covered, labelled containers. Finish cleaning by spreading water on the affected surface and dispose of according to local and regional authority requirements. 7. Handling and Storage Handling Avoid breathing vapors or mists of this product. Use good industrial hygiene practices in handling this material. Storage Keep out of reach of children. Store in a closed container away from incompatible materials. 8. Exposure Controls / Personal Protection Exposure limits Ingredient(s) Exposure Limits Magnesium chloride, hexahydrate ACGIH-TLV Not established OSHA-PEL Not established Water ACGIH-TLV Not established OSHA-PEL Not established #15618 Page 2 of 5 Issue date 18-Feb-2009 Engineering controls TWA PEL: No specific limits have been established for magnesium chloride(a soluble substance). As a guideline, OSHA(United States) has established the following limits which are generally recognized for inert or nuisance dust. Particulates Not Otherwise Regulated (PNOR): 5mg/cu.m. Respirable Dust 8-Hour TWA PEL, 15mg/cu.m. Total Dust 8-Hour TWA PEL. TWA TLV: No specific limits have been established for magnesium chloride(a soluble substance). As a guideline, ACGIH (United States) has established the following limits . which are generally recognized for inert or nuisance dust. Particulates (insolubles) Not Otherwise Classified(PNOC): 10mg/cu.m. Inhalable Particulate 8-Hours TWA TLV, 3mg/cu.m. Respirable Particulate TWA TLV. Use process enclosures, local exhaust ventilation, or other engineering controls to control airborne levels below recommended exposure limits. General ventilation normally adequate. Personal protective equipment Eye/face protection Safety glasses or goggles. Hand protection Rubber gloves. Confirm with a reputable supplier first. Skin and body protection As required by employer code. Respiratory protection Where exposure guideline levels may be exceeded, use an approved NIOSH respirator or NIOSH-approved filtering facepiece. General hygiene considerations Handle in accordance with good industrial hygiene and safety practice. When using do not eat or drink. Wash hands before breaks and immediately after handling the product. 9. Physical & Chemical Properties Appearance Liquid Color Colourless to light amber. Form Liquid Odor Odorless Odor threshold Not available Physical state Liquid pH 7-9 (5%solution) Melting point Not available Freezing point -18.33°C(-1 °F) (30% solution, periodically mixed to ensure homogeneity) Boiling point 107.22 °C (224.99 °F) Flash point None Evaporation rate Not available Flammability limits in air, lower, % Not applicable by volume Flammability limits in air, upper,% Not applicable by volume Vapor pressure Not available Vapor density Not available Specific gravity 1.24- 1.34 (H20 = 1) Octanol/water coefficient Not available Solubility(H20) Easily soluble in cold water, hot water, methanol, acetone. Auto-ignition temperature Not available Percent volatile Not available 10. Chemical Stability & Reactivity Information Chemical stability Stable under recommended storage conditions. Conditions to avoid Do not mix with other chemicals. Incompatible materials Oxidizing agents. Acids. Hazardous decomposition products May include and are not limited to: Halogenated compounds. Hydrogen chloride. Possibility of hazardous reactions Hazardous polymerization does not occur. ff15618 Page 3 of 5 Issue date 18-Feb-2009 11. Toxicological Information Component analysis- LC50 Ingredient(s) LC50 Magnesium chloride, hexahydrate Not available Water Not available Component analysis-Oral LD50 Ingredient(s) LD50 Magnesium chloride, hexahydrate 8100 mg/kg rat; 7600 mg/kg mouse Water 14500 mg/kg rat Effects of acute exposure Eye May cause irritation. Skin Non-irritating to the skin. Inhalation May cause respiratory tract irritation. Ingestion May cause stomach distress, nausea or vomiting. Sensitization Not classified or listed by IARC, NTP, OSHA and ACGIH. Chronic effects Not classified or listed by IARC, NTP, OSHA and ACGIH. Carcinogenicity Not classified or listed by IARC, NTP, OSHA and ACGIH. Mutagenicity Not classified or listed by IARC, NTP, OSHA and ACGIH. Reproductive effects Not classified or listed by IARC, NTP, OSHA and ACGIH. Teratogenicity Not classified or listed by IARC, NTP, OSHA and ACGIH. 12. Ecological Information Ecotoxicity May be harmful to freshwater aquatic species and to plants that are not saline tolerant. Environmental effects Not available Aquatic toxicity Not available Persistence/degradability Not available Bioaccumulation/accumulation Not available Partition coefficient Not available Mobility in environmental media Not available Chemical fate information Not available Other adverse effects Not available 13. Disposal Considerations Waste codes Not available Disposal instructions Waste must be disposed of in accordance with federal, state/provincial and local environmental control regulations. Waste from residues/unused Not available products • Contaminated packaging Not available 14. Transport Information U.S. Department of Transportation(DOT) Not regulated as dangerous goods. Transportation of Dangerous Goods (TDG-Canada) Not regulated as dangerous goods. 15. Regulatory Information Canadian federal regulations This product has been classified in accordance with the hazard criteria of the Controlled Products Regulations and the MSDS contains all the information required by the Controlled Products Regulations. #15618 Page 4 of 5 Issue date 18-Feb-2009 US Federal regulations This product is not known to be a"Hazardous Chemical"as defined by the OSHA Hazard Communication Standard, 29 CFR 1910.1200. All components are on the U.S. EPA TSCA Inventory List. CERCLA/SARA Hazardous Substances- Not applicable. Occupational Safety and Health Administration(OSHA) 29 CFR 1910.1200 hazardous No chemical CERCLA(Superfund) reportable quantity None Superfund Amendments and Reauthorization Act of 1986 (SARA) Hazard categories Immediate Hazard- No Delayed Hazard- No Fire Hazard- No Pressure Hazard- No Reactivity Hazard- No Section 302 extremely No hazardous substance Section 311 hazardous chemical No Clean Air Act(CAA) Not available Clean Water Act (CWA) Not available Safe Drinking Water Act (SDWA) Not available Drug Enforcement Agency(DEA) Not available Food and Drug Administration Not available (FDA) WHMIS status Not Controlled State regulations WARNING: This product contains a chemical known to the State of California to cause cancer and birth defects or other reproductive harm. Inventory name Country(s)or region Inventory name On inventory(yes/no)` Canada Domestic Substances List (DSL) Yes Canada Non-Domestic Substances List (NDSL) No United States& Puerto Rico Toxic Substances Control Act (TSCA) Inventory Yes A"Yes"indicates that all components of this product comply with the inventory requirements administered by the governing country(s) 16. Other Information Disclaimer Information contained herein was obtained from sources considered technically accurate and reliable. While every effort has been made to ensure full disclosure of product hazards, in some cases data is not available and is so stated. Since conditions of actual product use are beyond control of the supplier, it is assumed that users of this material have been fully trained according to the requirements of all applicable legislation and regulatory instruments. No warranty, expressed or implied, is made and supplier will not be liable for any losses, injuries or consequential damages which may result from the use of or reliance on any information contained in this document. Issue date 18-Feb-2009 Effective date 15-Jan-2009 Expiry date 15-Jan-2012 Prepared by Dell Tech Laboratories Ltd. (519) 858-5021 tt15618 Page 5 of 5 Issue date 18-Feb-2009 _ e.remy Henderson / GMCO Corporation =ro.m Jenna J. Matihey Umatthe c 8 u comj _w ier Monday, February 04, 2013 4:13 PM ro: Jeremy Henderson/GMCO Corporation 3ut.lject: Re: Team Tracks - Demurrage Jeremy, aood afternoon. Demurrage is $80 per car per day . Since these are private cars, they would fall to Private Empty Car itorage (PECS) which is $70 per car per day. You do receive two arrival credits when the cars arrive in the serving area vhich typically allows for two days to unload. For instance, if your cars arrive in the serving area on Sunday night and are culled to the learn track on Monday morning, you have until Tuesday at midnight to get the cars unloaded and released )efore any charges accrue. lease let me know if you have any other questions! p:lwwwt_riacor) cr usfonlgrs m (erm_.sl)hnf • ASSET UTILIZATION Bill of Ladino Hot Provider) for Loaded Rail Car £300-2_43-01390 $330 Generic $500 ARMN cars $2,500 TIH cars DelrrrurrageCharg•e abre U:vents ICES.) 800-243-0890 $80 Generic(debit/credit) • $180ARMN cars $195 Hazardous cars $2,500 TIH cars • Fees ASsocialed With SliOinenIs to Mexico 30C 0v'l31 from U.S $75(per day for days 1-5) :300-.J.-_'0-177-1 from Mexico $200 (per day for day f and alter} 41,rcces sibte Empty Car ;300-243-0890 $245 Private Empty Car Storage{PECS} 300-2-43-0490 $70(debit/credit) ?ailro)d Controrled Cars Ordered Not tJsetl 300-243-8390 • $295 Non AI-?MN marks $545 ARMN marks ➢neon Pacific Rail Carr;Used Offline 300-243-0890 $1,415 Generic $5,440 Mechanical Refrigeration hanks, '21- na J. Matt-hey ark,,rin0 kS:iics 1 Ind us'rit'lI r'roduets 'lion Pacific 1Zailroa(1 1 7$(10 Douglas SI.Si 00 132.0 1 On'laha,NI3 68779 ;il lhJyry)t,_,Corn i_P:'102.544 59181 I,:402.233 it ional Customer Service Cenier: 300.272,87'77 )I Web Support Desk: 800.872.10415 1)91i1,i Late IZei iest;l•EEc)ui..sg I9i'h't1/Ui oe•CaFT(SCC 1 AUDIT • • Team "Track Agreement Forni App'd•UPRR Law 9/8/08 Fol ht:<02611-86 Audit:. UNION PACIFIC RAILROAD COMPANY TEAM TRACK AGREEMENT THIS AGREEMENT ("Agreement") is -made- May I, 2010 (".Effective Date"), between UNION PACIFIC RAIL ZOAI COMPANY, a Delaware corporation ("Railroad"), and GMCO CORPORATION, a corporation to bc- addressed -at P:O, Box 1480, Rifle, Colorado 81650 ("User"). User wishes to use for its Convenience the public use.t.racks and related.property and'facilities of Railroad, Circ7 M.1502, Yard 38, Track'721 ("Team Tracks").in the State of Colorado. Railroad is agreeable to such use, provided that User agrees to the following terms and conditions: I. User's use of the Team Tracks.shall be non-exclusive, and for the purposes of delivering and loading railcars for pickup by Railroad and receiving and unloading railcars set out by Railroad, and for no other.purposes. In no event- shall the Team Tracks be used by User for railcars -containing hazardous materials, as defined by the United States Department of Transportation. Upon written notice to User, Railroad may prohibit the presence of railcars on the Team Tracks containing commodities Railroad in its sole discretion considers environmentally sensitive. 2. Before using any Team Tracks, User shall contact Railroad's Transportation Superintendent's office with jurisdiction over the Team Tracks to be used. . 3. Due to the potentially dangerous nature of Railroad operations, User shall conduct its operations in a manner that is free from safety and health hazards, and ensure that its employees are competent, adequately trained in.all safety and health aspects of User's operations,.and not under the influence of any alcoholic beverage, illegal drug, or any substance that may impair the•safe performance of their work. User.shall strictly observe tile-rules, regulations or directions of Railroad's Superintendent or the Superintendent's authorized representatives. However, User shall be solely responsible for the safety of its use of the Team Tracks, both- as concerns User's property and employees, and the property and employees of Railroad and any other users of the Team Tracks. Railroad shall have no responsibility for User's operations or employees. User's employees shall in no event'be deemed to be employees of'Railroad. User shall promptly notify-Railroad of any United Stales Occupational Safety and Health Administration reportable injuries occurring to any person during User's use of the Team Tracks. 4. User:shall not causc.any interference with the constant, continuous and uninterrupted use of the tracks, property and facilities of Railroad. When not in use, User's loading/unloading machinery shall be kept at least 50 feet from the centerline of Railroad's nearest track and shall be removed from the Team Tracks when • loading/unloading.is completed. User shall not cross Railroad's tracks except al existing Open public crossings. 5. User shall be responsible for the repair or replacement of any damaged. or destroyed property of Railroad or other users of the Team Track, when such damage or destruction arises in any manner out of the User's.rise of the Team Tracks. • .6. User shall not release, dispose of or place any Materials or debris on the Team Tracks, and shall be- responsible for-removing and properly disposing of any such materials or debris. 7. User shall pay Railroad all accessorial charges that pursuant to UP-6000 series tariff publications or any successor publications, are assessed or railcars. destined to or- originating:from the 'learn Tracks, including, but not limited to demurrage, switching, reconsignmerrts and weighing charges. 8. User shall comply with all applicable governmental laws, rules, regulations and orders in its use Of the Team Tracks. 9. USER AGREES TO RELEASE, INDEMNIFY, :DEFEND. AND HOLD I-IARMLP;SS RAILROAD FOR, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, DEMANDS,. ACTIONS, COSTS AND EXPENSES (INCLUDING, WITJtOU'I' LIMITATION COURT COSTS AND ATTORNEYS' FEES) (COLLECTIVELY, "LOSSES") (a) CAUSED BY OR ARISING FROM, IN WHOLE OR IN PART, ANY ACT OR OMISSION OF USER, OR (h) ANY BREACH BY USER OF THIS AGREEMENT, OR (c) FOR PERSONAL INJURY TO OR DEATH OF USER'S EMPLOYEES, AGENTS OR CONTRACTORS OCCURRING WHILE SUCH PERSON IS ON OR ABOUT TIIL TEAM TRACKS. THE FOREGOING RELEASE AND INDEMNITY .S[IALL APPLY REGARDLESS' OF ANY NEGLIGENCE OR STRICT LIABILITY Oi l RAILROAD EXCEPT TO THE EXTENT THE LOSS IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF RAILROAD. • 10. Before.User may use the Team Tracks, User shall provide the Railroad with a Certificate issued by its insurance carrier evidencing the insurance coverage required by the attached Exhibit A. Upon sixty(60) days notice to User, Railroad may increase limits or otherwise change the coverage.required by this Agreement, consistent with Railroad's risk management policy, no more frequently than once in any twelve(12) month period. All insurance correspondence shall be directed to: Union Pacific Railroad Company Real Estate Department- Folder 0261 1-'86 1400 Douglas Street, STOP 1690 Omaha, NE 68:179-1690 1.I. User's use of the Team Tracks shall be subordinate to such use of the Team 'tracks as Railroad may desire to make. Railroad may at its sole discretion temporarily or permanently close any Team Tracks. 12. The term of this Agreement is five (5)years beginning on the Effective Date, subject to earlier termination as provided in this Paragraph 1 1. This Agreement may be terminated without cause by either party on thirty (30) days' written notice to the other party. If User defaults under this Agreement, Railroad may terminate this Agreement at any time by oral or written notice to User. -Upon termination. of this Agreement, User shall immediately remove its property from the Team Tracks. 13- All.references in this Agreement to "User" shall mean.and include User and its.officers, contractors, agents and employees,and oihersacting under its or[heir authority. ' Please sign and DELIVER, along with certificate of'insurance, 10: UNION PACIFIC'RAILROAD COMPANY REAL ESTATE DEPT- FOLDER 026.11=86 1 100 DOUGLAS STREET, STOP 1690 OMAHA,NE 68179-1690 An executed original will be returned for your records. KEEP one copy in your possession at all times while on Railroad property. This signed.copy MUST be shown.on request to any Railroad employee. UNION P CIFIC RA LRO II .OMPANY ■ By% /�Z ��Ja — Dave Kollars Manager-Track GMCO CORPORA %I N BY: eL4 Ga-ai--, 'Print Name: QIG,✓,l Pii'Sof�j Title:_f�pp/Zz7lJ�. ��-2o-niaJef • • Polder No 02611-86 Exhibit A •Union Pacific Railroad Contractlusurance Requirements Public Track User shall, at its sole cost and expense, procure and maintain, or cause to be procured and maintained, during the life of this Agreement (except as otherwise provided in this Agreement) the following insurance coverage: A. Commercial General Liability. insurance. Commercial general liability (CGL) with a limit of not less than $1,000,000 each occurrence and an .aggregate limit of not less than $2,000,000. CGL insurance must be written on ISO occurrence form CC 00 01 12 04 (or a substitute Form providing equivalent coverage)- B. Business Automobile Coverage. insurance. Business auto coverage written on ISO form CA 00 01 10 01(or a Substitute form providing equivalent liability coverage) with a combined single limit of not less .$1,000,000 for each accident, and coverage must include liability arising out of any auto (including owned, hired, and non-owned autos). C. Workers Compensation and Employers Liability insurance. Coverage must include but not be 'hinted to: User's statutory liability under the workers' compensation laws of the state(s) affected by this Agreement. Employers' Liability (Part 13) with limits of at least '$500,000 each accident, $500,000 disease policy limit 5500,000 c,_,h employee. If User is self-insured, evidence of state approval:and excess workers compensation coverage must be provided. 1> Umbrella or Excess.insurance. If'User utilizes umbrella or excess policies, these policies mast "follow form"and afford no less coverage than the primary policy. Other•Regrrircutcots • • E. - All policy(ies) required above (except worker's compensation and employers liability) must Include Railroad as `.Additional Insured" using ISO Additional Insured Endorsements CC 20 2.6, and CA 2Q 48 (or substitute forms providing equivalent coverage). The coverage provided to Railroad as additional insured shall, to the extent provided under ISO Additional Insured Endorsement CG 20 26, and CA 20 48 provide coverage for Railroad's negligence whether sole or partial, active or passive, and shall not be limited by User's liability under the indemnity provisions of this agreement. • F. Punitive damages exclusion, if,any, must be:deleted (and the deletion indicated on the certificate of insurance), unless (a) insurance coverage inay.not lawfully be obtained for any punitive damages that: may arise under this agreement, or (b).alt punitive damages are prohibited by all •states in which this agreement will be performed. C. Prior to implementation of•this agreement, User shall furnish Railroad with a Cerlificate(s) of Insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements in this Agreement. 11. User waives all rights•o •recovery, and.its insurers also waive all rights of subrogation of damages against Railroad and its agents, officers, directors and employees for damages covered by the workers compensation and employers liability or commercial umbrella or excess liability obtained by User required in this agreement.This waiver must be stated on the certificate of insurance. t- All insurance policies must be written by a reputable.insurance company acceptable to Railroad or with a c Trent Best's Insurance Guide Rating of A- and Class VII or better, and authorized to ,do business in the state(s)covered by this agreement. • J.. The fact that insurance is obtained,by User, or by Railroad on behalf of User, will not be deemed to release .or diminish. the liability of'User, including, without limitation, liability under the -indemnity provisions of this Agreement Damages,recoverable.by Railroad from User or any third party will not be !Trailed by the amount of the required insurance coverage. K. AIL insurance correspondence, certificates and endorsements shall be addressed and mailed as follows: Onion Pacific Railroad Company • Real Estate Departrnenf,.Folder No. 02611-86 1400 Douglas Street, STOP 1.690 Omaha,Nebraska 68179-1690 Please note that folder number can be found in the upper right-hand corner of his Exhibit. • • BID BOND KNOW ALL MEN BY THESE PRESENTS,that we,the undersigned, GMCO Corporation P.O. Box 1480, Rifle, CO 81650 as Principal, and • Washington International Insurance Company as Surety, are hereby held and firmly bound unto Eagle County Road & Bridge as OWNER in the penal sum of Five Percent(5%) of Total Amount Bid for the payment of which, well and truly to be made,we hereby jointly and severally bind ourselves, successors and assigns. Signed, this 27th day of March , 2014 The Condition of the above obligation is such that whereas the Principal has submitted to Eagle County Road & Bridge a certain BID, attached hereto and hereby made a part hereof to enter into a contract in writing, for the 2014 Supplying of Magnesium Chloride Project NOW,THEREFORE, (a) If said BID shall be rejected, or (b) If said BID shall be accepted and the Principal shall execute and deliver a contract in the Form of Contract attached hereto (properly completed in accordance with said BID) and shall furnish a BOND for his faithful performance of said contract, and for the payment of all persons performing labor or furnishing materials in connection therewith, and shall in all other respects perform the agreement created by the acceptance of said BID, then this obligation shall be void, otherwise the same shall remain in force and effect; it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event, exceed the penal amount of this obligation as herein stated. Page 1 of 2 XDP The Surety, for value received, hereby stipulates and agrees that the obligations of said Surety and its BOND shall be in no way impaired or affected by any extension of the time within which the OWNER may accept such BID;and said Surety does hereby waive notice of any such extension. IN WITNESS WHEREOF, the Principal and the Surety have hereunto set their hands and seals, and such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers, the day and year first set forth above. GMCO Corporation (L.S.) Principal By: Jere enderson; President Washington International Insurance Company Surety By. - .4,_. , ��l l A A . _ Iir1 a I• Ashley K. Anderso, Attorney-in-Fact IMPORTANT - Surety companies executing BONDS must appear on the Treasury Department's most current list (Circular 570 as amended)and be authorized to transact business in the state where the project is located. Page 2 of 2 t -. NAS SURETY GROUP NORTH AMERICAN SPECIALTY INSURANCE COMPANY WASHINGTON INTERNATIONAL INSURANCE COMPANY GENERAL POWER OF ATTORNEY • KNOW ALL MEN BY THESE PRESENTS,THAT North American Specialty Insurance Company,a corporation duly organized and existing under laws of the State of New Hampshire,and having its principal office in the City of Manchester,New Hampshire,and Washington International Insurance Company,a corporation organized and existing under the laws of the State of New Hampshire and having its principal office in the City of Schaumburg,Illinois,each does hereby make,constitute and appoint: TIMOTHY J.BLANCHARD,ANDREW P.WALTERS, ANITA C.KELLER,ASHLEY K.ANDERSON and JONATHAN B.LAND JOINTLY OR SEVERALLY Its true and lawful Attorney(s)-in-Fact,to make,execute,seal and deliver,for and on its behalf and as its act and deed,bonds or other writings obligatory in the nature of a bond on behalf of each of said Companies,as surety,on contracts of suretyship as are or may be required or permitted by law,regulation,contract or otherwise,provided that no bond or undertaking or contract or suretyship executed under this authority shall exceed the amount of: FIFTY MILLION(S50,000,000.00)DOLLARS This Power of Attorney is granted and is signed by facsimile under and by the authority of the following Resolutions adopted by the Boards of Directors of both North American Specialty Insurance Company and Washington International Insurance Company at meetings duly called and held on the 955 of May,2012: "RESOLVED,that any two of the Presidents,any Managing Director,any Senior Vice President,any Vice President,any Assistant Vice President, the Secretary or any Assistant Secretary be,and each or any of them hereby is authorized to execute a Power of Attorney qualifying the attorney named •in the given Power of Attorney to execute on behalf of the Company bonds,undertakings and all contracts of surety,and that each or any of them hereby is authorized to attest to the execution of any such Power of Attorney and to attach therein the seal of the Company; and it is FURTHER RESOLVED,that the signature of such officers and the seal of the Company may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile,and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be binding upon the Company when so affixed and in the future with regard to any bond,undertaking or contract of surety to which it is attached." \�yyplpulltl.,4; _s- aPtION��,,,,y4„, �clnurr�N, A Zs By f t /-i.�r-/—...__.. 1•• ••• SEAL :O c Steven P.Anderson,Senior vice President of Washington International Insurance Company SEAL .n E s�ys'.Z 1973 `e4rO &Senior Vice President of North American Specialty Insurance Company O l ;m- �ibON+l.Ndaa�� uJrllnurogN By * * David M.Layman,Vice President of Washington International Insurance Company pWf'st.etr-us &Vice President of North American Specialty Insurance Company IN WITNESS WHEREOF,North American Specialty Insurance Company and Washington International Insurance Company have caused their official seals to be hereunto affixed,and these presents to be signed by their authorized officers this2 th day of June 2012 North American Specialty Insurance Company Washington International Insurance Company State of Illinois County of Cook Ss: On this 20th day of June ,20 12 ,before me,a Notary Public personally appeared Steven P.Anderson ,Senior Vice President of Washington International Insurance Company and Senior Vice President of North American Specialty Insurance Company and David M.Layman, Vice President of Washington International Insurance Company and Vice President of North American Specialty Insurance Company, personally known to me,who being by me duly sworn,acknowledged that they signed the above Power of Attorney as officers of and acknowledged said instrument to be the voluntary act and deed of their respective companies. I"OFFICIAL SEAL” i yw r 4,1 DONNA D.SKLENS • Notary Public,State of Illinois I Donna D. Sklens,Notary Public My Commission Expires 10/06/2015 I, Jeffrey Goldberg , the duly elected Assistant Secretary of North American Specialty Insurance Company and Washington International Insurance Company,do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney given by said North American Specialty Insurance Company and Washington International Insurance Company,which is still in full force and effect. IN WITNESS WHEREOF,I have set my hand and affixed the seals of the Companies this 27th day of March ,2014 • Jeffrey Goldberg,vice President&Assistant Secretary of Washington International Insurance Company&North American Specialty Insurance Company Client#: 120981 GMCO2 ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDlYYYY)12/31/2013 I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS 'ERTIFICATE 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 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). PRODUCER • NAMEACT Courtney Brown HUB International Ins Svcs Inc PHONE 970-254-3310 FAX 866-908-6374 (A/C,No,Ex q: (NC,No): 2742 Crossroads Blvd E-MAIL ADDRESS: courtney.brown@hubinternational.com brown//��hubinternational.com Grand Junction,CO 81506 888 245-8011 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Zurich American Insurance Compa 16535 INSURED INSURER B:American Guarantee and Liabilit 26247 GMCO Corp Pinnacol Assurance Company 41190 PO Box 1480 INSURER c: P Y Rifle,CO 81650 INSURER D INSURER E: INSURER F:CA License#0757776 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. 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. INSR ADDL'SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR IWVD POLICY NUMBER JMM/DD/YYYY) (MM/DD/YYYY) LIMITS A GENERAL LIABILITY CP0399130612 12/31/2013 12/31/2014 EACH��OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISESO(Ea occcu ence) $300,000 • I CLAIMS-MADE X OCCUR MED EXP(Any one person) $5,000 X PD Ded:5,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000_ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY PRO- JECT I LOC $ AUTOMOBILE LIABILITY CP0399130612 12/31/2013 12/31/2014 WaM.BILD0SINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) I $ B x UMBRELLA LIAB I X OCCUR AUC485679103 • 12/31/2013 12/31/2014 EACH OCCURRENCE $5 000 000 EXCESS LIAB 1 CLAIMS-MADE AGGREGATE $5,000,000 DED_ RETENTION$ _ _ $ C WORKERS COMPENSATION 4155502 07/01/2013 07/01/2014 X TWOC R Y AU OH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y I N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? I N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) This section intentionally left blank CERTIFICATE HOLDER CANCELLATION Eagle County Road&Bridge SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn:Gordon Adams ACCORDANCE WITH THE POLICY PROVISIONS. P.O.Box 250 Eagle,CO 81631 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S2606497/M2604572 JHO2