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HomeMy WebLinkAboutC15-258 Evertist Materials, LLCAGREEMENT FOR THE 2015 GRAVEL PROJECT BETWEEN ]EAGLE COUNTY, COLORADO AND EVERIST MATERIALS, LLC THIS AGREEMENT is dated as of the day ofIVfi" , 2015, by and between Eagle County, Colorado, a body corporate and politic, acting by and through its Board of County Commissioners (hereinafter cabled "County), and Everist Materials, LLC, a South Dakota limited liability company with its principal place of business at 28755 Highway 9, Silverthorne, Colorado 80498 (hereinafter called "Vendor "). County and Vendor, in consideration of the mutual covenants set forth, agree as follows: ARTICLE 1 — PRODUCT AND SERVICES Vendor shall supply and deliver 1 I/2" CDOT specification road base for Project #2 and 3/" CDOT specification road bast; for Project #3 as more specifically provided in Vendor's bid, which is attached hereto as Exhibit A and incorporated by this reference. The 1 %2" and 3/" CDOT specification road base; is hereinafter referred to as the "Product" and delivery of the Product is hereinafter referred to as the "Services ". County has no obligation to purchase any amount of the Product. During the term of this Agreement, County may contact the Vendor from time to time, to schedule delivery of the Product. Vendor shall have the Product available and shall be able to perform the Services as requested and as set forth in Exhibit A. Product and Services 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 and Services available in the quantities and locations identified in Exhibit A from May 1, 2015 through September 30, 2015. 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 and Services are not available as specified in this Agreement. They also recognize the delays, expense, and difficulties involved in proving at a legal or arbitration preceding the actual loss suffered by County if the Product and Services are 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 and Services are 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 Services satisfactorily performed and accepted by County prior to the date of termination. Any guarantees or warranties with respect to the Product delivered and Services performed 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 and Services provided hereunder, County will pay Vendor the amounts provided in Exhibit A. The unit price for the Product and Services as set forth in Exhibit A will not change without a signed amendment to the Agreement. 4.3 Payment will be made for Product 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 and Services provided 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 31without 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 REIPRESENTATIONS In order to induce County to enter into this Agreement Vendor makes the following representations: 5.1 Vendor shall supply and deliver 1 %2 " and 3/ " CDOT spec road base as requested by County from time to time during the period commencing May 1, 2015 and ending September 30, 2015 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. 2 5.3 Vendor has made, or caused to be made, examinations, investigations, 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. 5.4 Vendor will be responsible for delivery to and supply 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 Intentionally Omitted. 5.6 All guarantees and warranties related to the Product furnished to Vendor by any manufacturer or supplier, if any, are for the benefit of County. 5.7 Vendor assumes all risk of loss with respect to the Product until the Product is delivered to County, at which time County shall assume all risk of loss with respect to the Product. Ownership shall pass to Country after Vendor has delivered the Product and County has inspected and accepted the Product. 5.8 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 or delivery. 5.9 Guarantees and warranties, if any, shall not be construed to modify or limit any rights or actions County may otherwise have Vendor in law or in equity. 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 be 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: Board of County Commissioners, Eagle County, Colorado P. O. Box 850 Eagle, CO 81631 Telephone: (970) 328 -8605 Fax: (970) 328 -7207 Vendor: Everist Materials, LLC' C/O Randy Brenner PO Box 1150 Silverthorne, CO 80498 Telephone: 970 -468 -3647 or 970- 468 -2521 With a copy to: Eagle County Road & Bridge P. O. Box 250 Eagle, CO 81631 Telephone: (970) 328 -3540 Fax: (970) 328 -3546 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: 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• As used in this Article 8, the team undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8.17.5 -101 et. seq. If Vendor has any employees or subcontractors, Vendor shall comply with C.R.S. § 8- 17.5 -101, et seq., and this Contract. By execution of this Contract, Vendor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this 4 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 undocumented individual 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 undocumented individual 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 undocumented individual, 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 undocumented individual; and (ii) Terminate the subcontract with the 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 undocurrLented individual; 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 undocumented individual. 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 unddrstood 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 Property Damage Liability: Each Accident or Occurrence: $1,000,000 10.2 Vendor shall purchase and maintain such insurance as required above and the certificate of insurance is attached hereto as Exhibit B. IN WITNESS WHEREOF, the parties have executed this Agreement this V-1 day of 2015. ATTEST By: �� Clerk of the � I w, and of 0 Z N � t County Commissio -_— J. t o d 0 �orc` �- Z Z — �r EAGLE COUNTY, COLORADO By and through its Board of County Commissioners By: Kathy andler- Henry, Chairman VENDOR: EVERIST MATERIALS, LLC �1��✓�� � �/ /iii 1614 Ir AWMA,6 PROPOSAL FORM THIS PROPOSAL FORM MUST BE SUBMITTED WITH YOUR BID TO: Eagle County, Colorado 500 Broadway Post Office Box 850 Eagle, CO 51631 Re: 2015 Gravel Project The undersigned, having examined the Instructions to Bidders and any and all documents related to the above referenced project: (a) agree to comply with all conditions, requirements, and instructions of the bid documents as stated or implied therein; (b) Acknowledges the right of Eagle County, Colorado in its sole discretion to reject any or all bids submitted, and that an award may be made even though not the lowest cost, (c) Acknowledges and agrees that the discretion of Eagle County, Colorado in selection of the successfid bidder or bidders shall be final, not subject to review or attack; and (d) Acknowledges that this bid is made with fiull knowledge of the foregoing and full agreement thereto. By submission of this bid, and signature below, the bidder acknowledges that he has the authority to sign this Proposal Form and bind the company named below. The bidder further acknowledges that Eagle County, Colorado has the right to make any inquiry or investigation it deems appropriate to substantiate or supplement information contained in the bid and related documents, and authorizes release to Eagle County of any and all information sought in such inquiry or investigation. Company Fame: A-UP A Title of Proposer: Signature of Proposer: -- Avv�u�s T. 14 pPM45-y BID FOR AI PROJECT IDENTIFICATION: EAGLE COUNTY 2015 GRAVEL PROJECT, as identified on Exhibit A, attached hereto and incorporated herein. THIS BID IS SUBIMITTED TO: EAGLE COUNTY ROAD & BRIDGE DEPARTMENT Mailing: Eagle County Road & Bridge Department Attn: John Harris, District Supervisor P. O. Box 250 Eagle, CO 81631 Physical: Eagle County Road & Bridge Department Attn: John Harris District Supervisor 3289 Cooley Mesa Road Gypsum, Colorado 8 163 7 1. The undersigned BIDDDER proposes and agrees, if this bid is accepted, to enter into an Agreement with OWNTER 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 terins and conditions of the Inshlictions 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 Nvill sign the Agreement and submit the contract security and other documents required by the Contract Documents within fifteen (15) days after the date of O`t'NER'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) (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, riles, 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 o£ any undisclosed person, firm, or corporation, and is not submitted in confoliuity with ally 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 Services for the following lump sum and unit prices: PLEASE USE EXHIBIT "A" FOR BID PRICES 5. BIDDER agrees to provide the Product and Services available in the quantities and locations identified in Exhibit A from May 1, 2015 through September 30, 2015. BIDDER accepts the, provisions of the Agreement as to liquidated damages in the event of failure to complete the Services 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: �- T�iQ1�4I -J� Phone Number CNO -1 -3ro0 Ot/ qW - / IPT -cZal SUBMITTED ON _42.)L, g 2015. If BIDDER is: An Individual By: (SEAL) (Individual's Name) Doing business as: Business address: Phone Number: A Partnership By - - -- - - - - -- __ (SEAL) (Firm Name) Business Address:. Phone Number: A Corporation (General Partner) By (Corporation Name) (State of Corporation) ame of Person Authorized t -- o Si n (Title) (CORPORA E SEAL) Attest: Business Address: Address: q i�VEIigowg .. & 9L /Mg/ Phone Number: q-( `T6 g'' A s�z l By: (Name) (Address) (Each joint venture must sign. The manner of signing for each individual, partnership, and corporation that is a party to the joint venture should be in the manner indicated above) ERIN MUMMA NOTARY PUBLIC STATE OF COLORADO A Joint Venture NOARY ID S 20124054708 22 2016 MY COMMISSION EXPIRES AUGUST By: (Name) (Address) By: (Name) (Address) (Each joint venture must sign. The manner of signing for each individual, partnership, and corporation that is a party to the joint venture should be in the manner indicated above) x Travelers Casualty And Surety Company of America BID BOND (Percentage) BOND No. KNOW ALL PERSONS BY THESE PRESENTS, That we Ecexist Ma Of PO_Box 1_150 Silverthorn1 CO 80498 _ -- — - - -— __ —, hereinafter referred to as the Principal, and TraVelers Casualty- And Sure' =y Cgrr2AP of _America One TowEr S_uare1__ Hartford1__CT G6183_E014 _ as Surety, are held and firmly bound unto Eagie County CIQI ,ra_do of 3289 Cooley Mesa_Road Gypsum, CO 81637 , hereinafter referred to as the Obligee, in the amount of for the payment of which we bind ourselves, our legal representatives, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Principal has submitted or is about to submit a proposal to Obligee on a contract for —__ - -- NOW, THEREFORE, if the said contract be awarded to Principal and Principal shall, within such time as may be specified, enter into the contract in writing and give such bond or bonds as may be specified in the bidding or contract documents with surety acceptable to Obligee; or if Principal shall fail to do so, pay to Obligee the damages which Obligee may suffer by reason of such failure not exceeding the penalty of this bond, then this obligation shall be void; otherwise to remain in full force and effect. SIGNED, SEALED AND DATED this 9th __.. day of _ April — , 2015 Principal Everist Materials, LLC BY: Wu4 �� Surety Travele s Cas .lty And Surety Company of A7J.E/,,Jencks, i V)) Aitorney -in -Fact Form F4595 -8 -2001 ING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED T1, POWER OF ATTORNEY RAVELERS J Farmington Casualty Company St. Paul Mercury Insurance Company Fidelity and Guaranty Insurance Company Travelers Casualty and Surety Company- Fidelity and Guaranty Insurance Underwriters, Inc. Travelers Casualty and Surety Company of America St. Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company St. Paul Guardian Insurance Company Attorney -In Fact No. 227418 Certificate No. 005723363 KNOW ALL MEN BY THESE PRESENTS: That Farmington Casualty Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company are corporations duly organized under the laws of the State of Connecticut, that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and Guaranty Insurance Underwriters, Inc., is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called the `'Companies" ), and that the Companies do hereby make, constitute and appoint J. E. Jencks, G. M. Joyce, Jack E. Miller, J. D. Muller, C. A. Reaves, J. J. Scherschligt, Roger Starks, and W. W. Townsend, of the City of Sioux Falls , State of South Dakota their true and lawful Attorney(s) -in -Fact, each in their separate capacity if more than one is named above, to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. � WITNESS WHEREOF, the Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this day of _ December 2013 Farmington Casualty Company Fidelity and Guaranty insurance Company Fidelity and Guaranty- Insurance Underwriters, Inc. St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company 4th St. Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company coo pt1TY TY ORwasImo_ 4a ���E��C �� "_YJ -� 977 IYCOflPORA1ED �'...` q �4 �I �4 1951 EtagroFett s < '"wrto fE Caron. 8 ,n 1896 yy�1s .r ' oe;SEAL;3 • :� o {\ // � � Na��'�.wcE of ....... ;jD? }}>.�... .. `a° ,,r '�,`.._./�4� OHO-, s........ �a j,� d< H � s Va � AN/� State of Connecticut City of Hartford ss. By: Robert L. Raney, enior Vice President On this the 4th day of December 2013 before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company. Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. eg* Witness Whereof, I hereunto set my hand and official seal. My Commission expires the 30th day of June, 2016. CW 58440 -8 -12 Printed in U.S.A. `c`n ovu.�► C . Marie C. Tetreault. Notary Public f�6�sr-�a�s ��1DE1+1� o,� �3iva�5 ���t►��Ar1nN ,7� Ov 6�s��ss �.,/ Cacon�auo OFFICE; OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE I, Wayne W. Williams, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, EVERIST MATERIALS, LLC is an entity formed or registered under the law of South Dakota has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20021086978. This certificate reflects facts established or disclosed by documents delivered to this office on paper through 03/31/2015 that have been posted, and by documents delivered to this office electronically through 04/01/2015 @ 10:12:00. I have affixed hereto the Great Seal. of the State of Colorado and duly generated, executed, authenticated, issued, delivered and communicated this official certificate at Denver, Colorado on 04/01/2015 @ 10:12:00 pursuant to and in accordance with applicable law. This certificate is assigned Confirmation Number 9143668. Secretary of State of the State of Colorado * * * * * * * * ** *End of Notice: A certificate issued electronically from the Colorado .Secretary orState's Web site is fully and immediately valid and effective However, as an option, the issuance and validity of certfcate obtained electronically may be established by visiting the Certificate Confirmation Page of the Secretary of State's Web site, hup:h5crvi1.sos. slate, co. tr r% bi _- CeriiricaleSearcliCriteriiido entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed. Confirming- the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance oft certificate. Far more information, visit our Web site, hitp ✓iirvvw.sos. state. co. uslclick Business Center and select "Frequently Asked Questions. " CERT CS FRevised 0812012008 �nsrm a .s t6II& or- Yqvrq,9,erry -m sWAI WRITfNG IN LIEU OF MEETING OF MANAGERS OF EVERIST MATERIALS, LLC The undersigned, being all of the managers of Everist Materials, LLC, a South Dakota limited liability company, entitled to notice of a special meeting held for the purpose of taking the action set forth herein, hereby waive all requirements of notice of meeting of managers and consent to the adoption of this writing in lieu of a meeting of managers of said limited liability company. The actions set forth below are hereby adopted and shall be of the same effect as if adopted at a meeting of managers of said limited liability company duly called and held for the Purpose of taking such actions. This writing is hereby ordered filed with the minutes of meetings of managers. WHEREAS, the manager has the authority under Section 5.1(6) of the Declaration of the Company to employ, from time to time, persons, firms or corporations for the operation and management of the Company business or property; and WHEREAS, the Manager desires to employ Greg Norwick, as President of the Company, to serve at the discretion of the Manager, WHEREAS, the Manager desires to employ Douglas J. Hartley, as Controller of the Company, to serve at the discretion of the Manager; WHEREAS, the Manager desires to set forth herein the scope of the duties of the President and Controller of the Company; NOW, THEREFORE, 13E IT RESOLVED as follows. RESOLVED, that the offices of President and Controller of the Company shall be established, the duties of which shall be described as follows: The Company shall have one or more natural persons exercising the functions of President and Controller to serve a the discretion of the Manager. The Manager may elect or appoint such other officers as he deems necessary for the operation and management of the Company, with such powers, rights, duties and responsibilities as may be determined by the Manager. Any of the positions or functions of those positions may be held by the same person. Unless provided otherwise by a resolution adopted by the Manager, the President (a) shall supervise the general active management of the business of the Company; (b) shall see that all orders and resolutions of the Manager are carried into effect; and (c) shall perform such other duties as may from time to time be prescribed by the Manager. He shall have the authority, subject to such rules as x may be prescribed by the Manager, to appoint such agents and employees of the Company as he shall! deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He shall have authority to sign, execute and acknowledge, on behalf of the Company, all contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the regular course of the Company's business, or which shall be authorized by resolution of the Manager, and except in cases where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed. Except as otherwise provided by law or the Manager, he may authorize any other officer or agent of the Company to sign, execute and acknowledge such documents or instrurents in his place and stead. Unless provided otherwise by a resolution adopted by the Manager, the Controller (a) shall keep accurate financial records for the Company; (b) shall deposit all monies, drafts and checks in the name of and to the credit of the Company in such banks and depositories as the Manager or the President shall designate from time to time; (c) shall endorse for deposit all notes, checks and drafts received by the Company as ordered by the Manager, or the President, making proper vouchers therefor; (d) shall disburse Company funds and issue checks and drafts in the name of the Company, as ordered by the Manager or the President; (e) shall render to the President and the Manager, whenever requested, an account of all transactions performed by such person as Controller and of the financial condition of the Company; and (f) shall perform such other duties, including the signature of contracts, as may be prescribed by the Manager or the President from time to time. RESOLVED, that Greg Norwick be appointed as President of the Company, to hold such office in the discretion of the Manager; and RESOLVED, that Douglas J. Hartley be appointed as Controller of the Company to hold such office in tle discretion of the Manager. Dated as of this 15`h day of April, 2002. Thomas S. Everist, C FOjr � rt m D r m 0 0 Z m x o = G) D D m r 0 m n r o � c 0 0, D N C cc? ° (D a < �' co � D �0CD *k 0 Co 01m cr 3 o a) C/) ) 3 ° 0 o 3�soa 3 O O G 'a Q, O D f 3m 3 CD a a cz CD fD CD a p f1 cn a f2 = CID 0 L3 n3j < -, CD < .. �. o fD fd 3 �• . r fD to cn m CD =r U7 dl O fD O n O -�, W sf n 0 =i m �- n 0 0 0c U < n a,°5. Ca.a� CD CD 0� - °'n�a°�a3 CD Cr CD cr � 0 m m �' a) ° °' CD 0 A 0 r � D o � A 0 a 0 C o :3 ^� c �± C4 0 =. C FOjr � rt m D r m 0 0 Z m x o = G) D D m r 0 m n CAAWN -s Z m o o O 50 C m o o o� o o N u� cn Ci Q tr phi Cr a m CL a a m �, CL w N C CD 21 % �, m 0 o O 9 lD ,-, m r N O Q. N 3 , •. O O p M CD a C CD C:. r O O 0 (J CU 0 r 1- O .Z7 O o Q -, w .. Q d 0 0 -' O N O v ,� N v r m .! (3 3 CD C) '_ W O r CD DJ -Qyi �� m C ;r o�_° O -3 oa 0 CD CD r•} Zi Y m�,�°'' `" cnc o'v0 w c : cq m 3 co ° � 3 a 7 3 ° m m — �a�< CL -13 5 a'i0 mv� 3 CD_, 3 m 1O Cr M u' L CL cD CL a' W ;-' CD rt CL CD 0 U5,? 3 a 0 � Q 3 a 3 CD 05- w 0 3 00 �4 3 �3 3n3 +) m y 9 M0 n N -h mCD C'3 •--h Cr O) cn ^- N CD c CD O v y •P r- cn r • C) o C) O o CD 7 '•" rt rt Q � M �` n O0 15k � N l A� °� CERTIFICATE OF LIABILITY INSURANCE 4%23%22 5""' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE (DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 Howalt +McDowell Insurance 300 N. Cherapa Place, Ste 601 PO BOX 5113 Sioux Falls SD 57117 -5113 CONTACT Toni Horton, CISR AIS NAME: r PHONE (605) 339 -3874 F No: (605)339 -3620 C. EMAIL AbDRESS' INSURERS AFFORDING COVERAGE NAIC # INSURERA:General Casualty Company Of Wi LIMITS INSURED The Everist Company Everist Materials LLC, Peak Concrete Pumping Bad Lands Trucking, Morrow & Sons Construction 28755 N Hwy 9 Silverthorne CO 80498 INSURER B: INSURER C: INSURER D: INSURER E: $ 1,000,000 INSURER F: X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR COVERAGES CERTIFICATE NUMBER:1516Req RFVISI0N Nt1MRFR- 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. INSIR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM DDY EFF MM /DICDY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR :CI 0383009 /1/2015 /1/2016 DPREAM MISES Ea occurrence AGES (RENTED $ 300,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 X Contractual Liability X XCU included GENERAL AGGREGATE $ 2,000,000 GE N'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 POLICY X PRO - LOC $ AUTOMOBILE AUTOMOBILE LIABILITY Ea BIKED SINGLE LIMIT 11000,000 BODILY INJURY (Per person) $ A X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS :tiA 0383009 /1/2015 /1/2016 BODILY INJURY (Per accident) $ X HIRED AUTOS MX NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ Ltd Pollution CA9948 $ 11000,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10, 000, 000 A EXCESS LIAB CLAIMS -MADE DED I X RETENTION 10,000 $ :CU 0383009 /1/2015 /1/2016 WORKERS COMPENSATION I WC STATU- OTH- AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER /EXECUTIVE F—] OFFICER/MEMBER EXCLUDED? NIA S ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1 $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: Eagle County 2015 Gravel Project. The Certificate Holder is an Additional Insured on the General Liability if required by written contract. CERTIFICATE HOLDER rONCFI I OTInN ACORD 25 (2010/05) imQn9r.ion­ n, ©1988 -2010 ACORD CORPORATION. All rights reserved. 'r6- Arnon ---- --A 1...... -4: Arnon SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 250 AUTHORIZED REPRESENTATIVE Eagle, CO 81631 Q� B Townsend, CIC /HORTO A -�- ACORD 25 (2010/05) imQn9r.ion­ n, ©1988 -2010 ACORD CORPORATION. All rights reserved. 'r6- Arnon ---- --A 1...... -4: Arnon