HomeMy WebLinkAboutC84-024 Simpson Sheet MetalAGREEMENT AGREEMENT made this v` day of November, 1984, by and between MEL SIMPSON SHEET METAL COMPANY, also known as SIMPSON SHEET METAL, INC. ("Simpson"), a Colorado corporation, THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO (the "County"), and ST. PAUL FIRE AND MARINE INSURANCE COMPANY ("Surety"). The purpose of this Agreement is to facilitate the payment of those subcontractors' claims through or under Oil Field Fabricators, Inc. d/b/a Modular Detention Facil- ities/Simpson Sheet Metal, Inc., recited in the agreement as being a Joint Venture (the "joint venture"), arising from the construction of the Eagle County temporary jail facility. In order to facilitate the payment of aforesaid claims, the County will forthwith pay the retainage to Simpson under the following. conditions and agreement: 1. The parties to this Agreement acknowledge that there are a number of lawsuits now pending in the courts relating to subcontractors' and other claims. Those cases and claims, with present status, follow: a. Reid Burton Construction Company, Inc. ("Reid Burton")y. Oil Field Fabricators, d/b/a Modular Detention Facilities ("Modular"); St. Paul Fire and Marine Insurance Company; and Eagle County Board of Commissioners, Larimer County District Court, Civil Action No. 84CV101. A Stipulation and Agreement, copy of which is attached hereto as Exhibit A, was filed in the above case, and the C%:,Zrt, pursuant to said stipulation, with the open Court concurrence of Modular, took the actions required by such stipu- lation. Surety is discharged from any liability. Reid Burton is entitled to payment of the amount it claims, and has received $33,000.00, represent- ing its approximate proportionate share of the retainage, and is to receive from Simpson the balance of $12,893.04 without interest on March 1, 1985. Simpson has received a full assignment of Reid Burton's claim, copy of which is attached hereto as Exhibit B. Reid Burton is obligated to repay Modular any claim it recovers in this litigation (84CV101). Simpson's claim under the assignment against Modular is for any excess paid Reid Burton over the amounts received from the County, plus Simpson's attorney fees and costs and any other damages suffered by Simpson. This will be asserted by amendment against Modular in 84CV454, Simpson v. Colorado National Bank, et al. Modular is first liable to pay such sum. Simpson is paying it as an indemnitor of the Surety. b. Hahn Plumbing and Heating, Inc. v. Oil Field Fabricators, Inc., a Colorado corporation, d/h/a Modular Detention Facilities/Simpson Sheet Meta_, Inc., a join venture; Board of County Commission- ers of Eagle County, Colorado, and St. Paul Fire and Marine Insurance Company., a Minnesota corpo- ration, Larimer County District Court, Civil Action No. 84CV1092. Simpson has paid Hahn $2,800.20 and taken an assignment of its cause of action, copy of which assignment is attached hereto as Exhibit C. c. Collier Electric Company v. County of Eagle, State of Colorado, Oil Field Fabricators, Inc., d/b/a Modular =..-Mention Facilities, Simpson Sheet_ Metal, Inc., Edward H. Phillips, individually and as President of Oil Field Fabricators, Inc., Diane A. Phillips, and St. Paul Fire and Marine Insurance Company, Eagle County District Court, Civil Action No. 84CV396. Simpson has purchased Collier's claim and taken an assignment of its cause of action. A copy of said assignment is attached as Exhibit D. d. Cedar Valley Electric, Inc., a Colorado _corpo- ration V. Simpson Sheet Metal, Inc., d b/a Modular Detention Facilities and St. Paul Fire & Marine Insurance Company, Eagle County Court, Civil Action No. 84CV308. Simpson has purchased Cedar's claim and taken an assignment of its cause of action. A copy of said assignment is attached as Exhibit E. e. Simpson Sheet Metal Co. v. Colorado National Bank/Fort Collins, First Bank of Eagle County, Board of County Commissioners of Eagle County, and Oil Field Fabricators, Inc., d/b/a .Modular De- tention Facilities, a Colorado corporation, Larimer County D s ri t ict Court, Civil Action No. 84CV454. - 2 - This claim will be settled by final judgment, or stipulation. Simpson's claim will be amended to include the amounts paid to the subcontractors listed herein, as a claim against Modular, to extent not paid by the County from retainage. Simpson's claim against the County for retainage is settled, but not as against Modular. The other issues in this case are excluded from the settle- ment agreement, per paragraph 10 hereof. f. Reed Transportation has not filed suit as yet because it has been assured by Simpson that its claim was not in. dispute and would be paid. Payment has been withheld pending determination of the share of the retainage to which it is enti- tled, in the light of the disputed claims. g. Simpson has purchased Michael D. Foondle's claim and taken an a.ssignment of his cause of action. A copy of said assignment is attached as Exhibit F. 2. The contract between the County and Modu- lar/Simpson Sheet Metal (recited in the Agreement as being a joint venture) requires that prior to payment due upon completion and acceptance, Modular is required to furnish the County lien waivers from all contractors, suppliers, and material men where used on site construction. Such lien waivers have not been supplied by Modular. The County requires such lien waivers prior to making any distribution from the retainage as proof that subcontractors have been paid. All these to be paid from retainage are under such requirement. Modular is not entitled to any payment from retainage until and unless all claims against the retainage are paid. 3. Simultaneously herewith Simpson has delivered to the County an Irrevocable Letter of Credit, issued by the United Bank of Fort Collins under date of September 19, 1984, in the amount of $53,600.00, amended by Letter of Amendment dated October 24, 1984, increasing the amount of the Letter of Credit of September 19, 1984 by $2,700.00, copies of which are attached hereto as Exhibits G and H. 4. Upon receipt of lien waivers'from the claimants to the retainage, or the assignee of such claimants, or written authorization from Simpson to the County to draw on said Letter of Credit as to any of the following accounts on thirty (30) days written notice, in the amount of the claim of any of the follow- ing to the retainage, if lien waiver is not supplied in such period, the County of Eagle shall pay from said retainage of $56,300.00 to Simpson Sheet Metal for the following claims: - 3 - a. Simpson Sheet Metal, as assignee of Reid Burton Construction Company, Inc.; b. Simpson Sheet Metal, as assignee of Hahn Plumbing and Heating, Inc.; C. Simpson Sheet Metal, as assignee of Collier Electric Company; d. Simpson Sheet Metal, as assignee of Cedar ,Talley Electric, Inc.; e. Simpson Sheet Metal, as assignee of Michael D. Foondle; f. Simpson Sheet -Metal,, as assignee of Reed Transpor- tation; g. Simpson Sheet Metal. If Simpson makes payment of .any amount on a claim in excess of what is owed, Simpson shall be liable for whatever damage is suffered by the County because of such excess payment, and payment of such amount is secured by the said Letters of Credit and the bond. 5. Surety agrees that the terms of the Agreement set forth herein are acceptable to it and do not affect its liability under the Labor and Material Payment Bond Exhibit I. No claim is asserted under the Performance Bond, Exhibit J. 6. As to the Letter of Credit: a. Eagle County may draw on th^ letter of credit to pay claimants who have a final judgment against the Surety or the County on'the Bond attached as Exhibit I hereto. b. If any court of competent jurisdiction by final judgment determines that any valid claim against the retainage is not paid, the County may draw upon the letter of credit to the extent of the amount so adjudged. c . Any amount drawn on the Letter of Credit shall be used by the County to satisfy any liability of the County under the contract for the jail facility, as determined by the Court or agreement of the parties in interest, after payment of all of its reasonable and necessary -expenses and attorney fees. - 4 - \WOO/ 7. Simpson agrees to keep the Letter of Credit in force during the pendency of any of these actions and until all claims are satisfied or otherwise disposed of by the courts. Claims remaining after payments made pursuant hereto so far as known are the claims between Simpson and Modular. Should any of these cases or any claims still be pending ten (10) days prior to the expiration of the Letter- of Credit, and Simpson has not furnished a new Irrevocable Letter of Credit in a form acceptable to the County drawn on a bank in Colorado, in an amount suffi- cient to pay such claim, the County shall have the right to draw on the Letter of Credit submitted herewith. After one vear from date of first Letter of Credit, the face amount of the Letter of Credit shall be reduced by the amount of undisputed claims against the retainage which are paid. 8-. Simpson further agrees to indemnify Eagle County should any additional cause of action be brought against Eagle County as a result of, or because of, the County's payment of the retainage to Simpson. 9. To the extent only that payments have been or are hereafter made pursuant hereto, liability under the bonds, Exhibits I and J, is or will be discharged pro tanto. 10. The only purpose of this agreement is to settle the claims of subcontractors against the bonding company and the County of Eagle arising from the construction of such temporary jail facilities. Claims of Simpson against Oil Field Fabrica- tors, Inc., Edward H. Phillips and Dianne A. Phillips, and Simpson's claim against Colorado National Bank, First Bank of Eagle County, and the County, as asserted in Larimer County District Court, Civil Action No. 84CV454 before amendment, because of paying County warrants without Simpson's signature, are not settled. 11. This Agreement shall not be effective unless signed by all the parties named. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. Attest: SIMPSON SHEET METAL, INC. By: By: Secretary President (Seal) - 5 - Att SlerT�-'o£ th's-toard-/of Count-y Commissioners Attest tip, By. COUNTY OF EAGLE, STATE OF COLORADO By and Through Its BOARD OF COUNTYCOMMISSIONERS , / W. Keith Troxel, airman ST. PAUL FIRE AND MARINE INSURANCE COMPANY 4!!f, - 6 - DISTRICT COURT, COUNTY OF LARIMER, STATE OF COLORADU Civil Action No. 84CV101 ----------------------------------------------------------------- STIPULATION AND AGREEMENT -------------..---------------------------------------------------- REID BURTON CONSTRUCTION COMPANY, INC., Plaintiff, V. OIL FIELD FABRICATORS, INC., d/b/a MODULAR DETENTION FACILITIES; ST. PAUL FIRE AND MARINE INSURANCE COMPANY; and EAGLE COUNTY BOARD OF COMMISSIONERS, Defendants. ------------------------------------------------------------------ RECITATIONS A. The County of. Eagle and Oil Field Fabricators, Inc., doing business as Modular Detention Facilities, entered into contract dated June 20, 1983, for the construction of a temporary jail facility for the County of Eagle at Eagle Colorado, which agreement was modified by amendment reciting that Oil Field Fabricators, Inc./Simpson Sheet Metal Company (called Simpson Sheet Metal, Inc.) was a joint venture. A labor and material payment bond was then written naming Oil Field Fabrica- tors, Inc., doing business as Modular Detention Facil- ities/Simpson Sheet Metal Inc., a joint venture, as principal, but signed only by Edward H. Phillips as principal, and by Defendant St. Paul Fire and Marine Insurance Company as surety, guaranteeing the payment of all work and labcy- performed in connection with such jail; B. By subcontract dated August 29, 1983, Modular Detention Facilities entered into a subcontract with Plaintiff Reid Burton Construction Company, Inc., whereby said company agreed to perform work as described in Attachment A to the contract for a total price of $44,798.00, and that by change order such price was increased by $1,095.04, to a total of $45,893.04; C. The extent of the work to be done by Reid Burton Construction Company, Inc. under said subcontract is in dispute. Reid Burton claims it has done all of the work it contracted to do under the subcontract. Nothing has been paid to *Reid Burton on its claim under said subcontract; \%WW ldv \4=0� 1�0/ D. Edward H. Phillips (acting for Oil Field Fabrica- �ors, Inc.), as principal, and St. Paul Fire and Marine Insurance Company, as surety, also gave a performance bond to the County of Eagle in connection with said job.. No claim is asserted under said performance bond. In addition to. Defendant Oil Field Fabricators, Inc., Simpson Sheet Metal Company, Edward H. Phillips, Dianne A. Phillips, Robert E. Ross, and Cheryl A. Ross by application for the bonds and indemnity agreement, agreed to indemnify and hold Defendant St. Paul Fire and Marine Insurance Company harmless from all claims, demands, attorney fees, etc., incurred by reason of executing said bonds; E. That said labor and material payment bond covers the claim of Reid Burton Construction Company, Inc. hereinbef-ore mentioned; F. Reid Burton Construction Company, Inc. has brought this suit against Oil Field Fabricators, Inc. and 'the bonding company, St. Paul Fire and Marine Insurance Company, seeking to recover the amount of its claim of $45,893.04, and has joined the County of Eagle as "Eagle County Board of Commissioners" as a Defendant, and given it notice of the pendency of this action, but has not served the County with the summons and complaint in this action; G. The County of Eagle in the time fixed by statute received verified claims for labor and materials furnished in connection with said job, pursuant to C.R.S. 38-26-107, from the following claimants and in the amounts set forth following the claimants' names: Claimant Amount Re:*-d Burton Construction Company, Inc. $45,893.00 Simpson Sheet Metal Co. 9,066.63 Hahn Plumbing and Heating; Inc. 3,884.44 Reed Transportation 10,056.90 Collier Electric Company 8,019.00 Cedar Valley Electric 829.58 Michael D. Foondle 350.00 $78,099.55 and Eagle County has withheld and retained only the sum of $56,300.00 with which to pay said claims; Defendant Modular Detention Facilities admits the correctness of all of said Son except for the cl aim'of Reid Burton Construction Company, nc.,p Simpson Sheet Metal Company in action No. 84CV454, in the Dis- trict Court of Larimer County, has brought suit against Oil Field 2 - 11%Wr Fabricators, Inc. and others to recover the amounts Simpson is required to pay pursuant to said labor and material payment bond; H. Defendant St. Paul Fire and Marine Insurance Company has made claim against its aforenoted indemnitors and has demanded of Simpson Sheet Metal Company that it settle all claims for labor and materials asserted in connection with said job; that such demand was asserted against Edward H. Phillips, Dianne A. Phillips and Oil Field Fabricators, Inc., and they have failed or refused to make any such payment, and claim they are unable to make such payment. AGREEMENT IT IS AGREED by and between Reid Burton Construction Company, Inc. (Reid Burton) and Simpson Sheet Metal Company (Simpson), as follows: 1. That Simpson Sheet Metal Company will upon dis- missal of Plaintiff's claim herein pay Reid Burton Construction Company, Inc. $330,000.00 in cash,'and on or before March 1, 19850, pay to Reid Burton Construction Company, Inc. the amount of $12,893.04, without interest until. due,, thereafter at 10 percent. In exchange therefor, Reid Burton Construction Company, Inc. covenants: (a) ­not to sue Simpson Sheet Metal Company, or Robert E. Ross or :Cheryl A. Ross,- in connection with its said claims as it has or could assert. -on -account: of the matters :.alleged in this suit; (b) that . - all Reid Burton - Construction Company, Inc..' s claims against_= the. -Defendant St::' Fire. and•Marine Insurance Company shall' be` �` dismissed with prejudice; '(c) ' to assign as required by paragraph 2 following, and to furnish without charge to Simpson such evidence as Reid Burton now has or hereafter discovers in relation to its claims, and cooperate in any trial of the right to such claims; (d) to dismiss the claims as required by paragraph 3 following; and (e) to defend against and pay the claims cf Oil Field Fabricators, Inc., as set forth in paragraph 4 following; 2. That Reid Burton Construction Company, Inc. has simultaneously herewith assigned to Simpson Sheet Metal Company the following claims: (a) the claims asserted by it in this action against Defendant Oil Field Fabricators, Inc., (which Simpson Sheet Metal Company has asserted 'and can assert against Oil Field Fabricators, Inc. in Civil No. 84CV454 before this Court); (b) the claim against the County of Eagle to the retainage on the jail project and all rights of Reid Burton under lis pendens and verified statement of claim against. the County. These assignments are made without warranty or representation as to the validty of the claims made.therein; - 3 - . _ \.Moo/ Awl, y 3. On Court approval, Reid Burton will dismiss without prejudice its claims against Oil F the samel time dismiss as asserted in this case; and shall at withoutprejudice udice its claim against Eagle County Board of County '� Co:-zmissioners; 4. That trial shallbe had in this action pon its all claims and counterclaims of said Defendant, as the asserted amoi s of counterclaims filed in this action, being 000 00 and $25,000.00, on the issues $19,587.00, $23,500.00, $25.. d b the defenses asserted by Reid Burton to Ict nnc claims, that raise y the expense of Reid Burton ConstrOceed as scheduled, unless said trial on all said claims shall P prejudice; Defendant dismisses such claims with Inc. will 5, That Reid Burton Construction asserted Company, by Oil Field pay when f ina 1 any judgment on the c Fabricators, Inc.; 6 Sn the event the Court in this case does not allow this dismissal without prejudice of the claim of Reid Burton Company, Inc.,this agreement shall be of no force Construction a to Plaintiff only, the amount or effect, and Simpson shall pay by the Court as owing it on its claim in this finally adjudged Reid Burton will assign its judgment to action. In such event, Simpson on paymentv are no conditions as.to.Simpson's obligation 70 -There Simpson shall to Reid Burton except as stated in", ri this at Reid t•Burton for the have no right of recovery over against aid to it by Simpson pursuant hereto, in the event Oil amounts p le County recovers a judgment Field Fabricators, Inc. or Eagle Sim f retaa.nage and Simpson's payment to against son on account o P Reid Burton of funds obtained from such source. Date d at Fort Collins, Colorado, this 16th day of October, 1984.. APPROVED: REID BURTON CONSTRUCTION .. A COMPANY, INC. WELLS, ONE &�5 Ub By: By. President Attorx y f or Re ' ' Burton Constru do omp ny, Inc. . - 4 -- ,1114w/ 4w" \quof -IWV HILL AND HILL, P.C. By: Attorneys for St. Paul Fire and Marine Insurance Company and Simpson Sheet Metal Company t ST. PAUL FIRS AND MARINE INSURANCE C0I4PANY By: SIMPSON SHEET METAL COMPANY By; ---Z-t Officer - 5 - ABSOLUTE ASSIGNMENT OF REID BURTON CONSTRUCTION COMPANY, INC. ')ATED: October 30, 1984 This Assignment is pursuant to agreement between the Assignor and Assignee dated October 16, 1984. CONSIDERATION. - For and in consideration of .$33, 000 . 00, the receipt of which is hereby acknowledged by the undersigned. On or before MAarch 1, 1985 Simpson is to pay $12,893.04 to Reid Burton,_ without interest, and thereafter interest thereon at .10 percent per annum. The amount paid ard agreement to pay are accepted as full satisfaction of all rights of the undersigned for the claim hereby -assigned, and the security therefor. -PARTIES TO THE ASSIGNMENT: Assignor, Reid Burton Construction Construction Company, Inc.1"of 301.East Lincoln Avenue, Fort Collins, Colorado 80524, hereinafter referred'to as -Reid Burton,. hereby assigns and transfers to Assignee, Mel Simpson Sheet Metal Company, a Colorado corporation, .of 126 Hemlock, Fort. Collins, Colorado 80525 (in other.. documents referred to' as Simpson -Sheet Metal, Inc. and Simpson. Sheet- Metal Company), hereinafter referred to as Simpson. WHAT IS ASSIGNED: All the right, title and claims of Reid Burton against each and all of the following: 1. County of Eagle and the Board of County Commis- sioners of the County of Eagle; 2. St. Paul Fire and Marine Insurance Company; 3. Oil Field Fabricators, Inc., a Colorado corporation doing business as Modular Detention Facilities; arising and unpaid from furnishing labor, materials, team hire, sustenances, provisions, provender, or other supplies used or consumed in connection in the manufacture, installation or connection of the temporary jail detention facilities of Eagle County, under contract with Modular Detention Facilities, dated on or about June 26, 1983, as subsequently modified.- • s lsqw� llm� 1=1� N N ASSIGNMENT OF SECURITY AND OTHER SOURCES OF' PAYMENT FC^ SUCH CLAIM: Reid Burton also assigns and transfers to Simpson its claim to the funds held by the County of Eagle pursuant to the provisions of 38--26-107, C.R.S., aggregating in total for all verified claims filed $56,300.00, and its claim under labor and materials bond and performance bond, executed by Modular De- tention Facilities, as principal, and St. Paul Fire and Marine Insurance Company, as surety, in connection with this project, and any claim against the County of Eagle. COOPERATION: The.: undersigned agrees, at` .its ex2ense, when requested by Simpson,.to supply''such evidence within its custody or control which may be required to support and prove in Court or in any., other proceeding, the cl'aims it has against Eagle County and the share of the retainage -aggregating .$.45,893.00, or Oil Field Fabricators; Inc. ~. Reid: Burton shell not be' responsible. f:or a"ny' attorney fees 'of. Simpson., -or Court Costs, and- does.not guarantee the result 'of this Assignment, or the validity of the' claims assigned. DIRECTION FORTHWITH TO PAY OUT RETAINAGE TO SIMPSON: The undersigned hereby dir.ect's. the County. of Eagle to forthwith.pay over -to Simpson the amounts claimed by the under- signed under verified claim filed with the County of Eagle on or before June 18, 1984. Dated the day and year first above written. REID BURTON CONSTRUCTION COMPANY, INC. - 2 - I— /N ! / ! [__3 I + \-., ABSOLUTE ASSIGNMENT OF HAHN PLUMBING AND HEATING, INC. (HAHN) DATED: October 30, 1984 CONSIDERATION: For and in consideration of $ �� ?::�' t'. the receipt of which is hereby acknowledged by the undersigned. This amount is accepted as full satisfaction of all -rights of_ the u n d e r s i g e. for the claim hereby assigned, and security therefor. PARTIES TO THE ASSIGNMENT: Assignor Hahn :Plumbing and Heating, Inc., hereinafter referred to'as Hahn.,.hereby assigns and transfers to Assignee Me! Simpson Sheet 'Metal -.Company, . a Colorado corporation, of 126 Hemlock,. Fort Collins,' -,Colorado 80525 (in other documents re- ferred to as. Simpson Sheet Metal Inc. and Simpson Sheet.Metal Company), hereinafter referred to as Simpson, the following: WHAT .IS ASSIGNED All the right, title and claim of Hahn against each and all.of the following: l Oil Field Fabricators, IriC, a` Colorado corpo- ration doing business as Modular .Detention Facil- ities, hereafter referred, to as. Modular; 2. Simpson and Modular/Simpson, as a supposed joint venture; 3. County of Eagle and the Board of County Commis- sioners of the County of Eagle; 4. St. Paul Fire and Marine Insurance Company; 5. Any other person or entity raving a claim by, through or under Hahn; arising and unpaid from furnishing labor, materials, team hire, sustenances, provisions, provender, or other supplies used or consumed in connection in the manufacture, installation or connection of the temporary jail detention facilities of Eagle County, under contract with Modular Detention. Facilities, dated on cr about June 20, 1983, as subsequently modified. It. TP ASSIGNMENT OF SECURITY AND OTHER SOURCES OF PAYMENT FOR SUCH CLAIM: Hahn also assigns and transfers to Simpson any and all security and any other source of payment for its claim, including without limitation, the funds held by the County of Eagle pursuant to the provisions of 38-26-107, C.R.S., a(7gregating in total for all verified ' claims filed $56, 300 . 00, and all c1a :�s Hahn has against any other person, entity or funds in connection with its claim, including claim under- labor and materials bond and performance bond, executed by Modular Detention Facilities, as principal, and St.`PaulFire and Marine Insurance Company, in connection with this project; and any claim -against the.County of Eagle ATTACHMENTS: A complete statement of all. ..claims�of the undersigned in connection with said project,' with' any credit -thereon,.'. and under such bonds is attached hereto. - as Exhibit A and the con-, tract under which such items are -.payable is attached as Exhibit The. undersigned guarantees -the correc_tne-ss of Exhibit A and warrants that there are 'no *offsets or countercic-iims existing whereby ..the amount shown- -by. by., said Exhibit A . can be, reduced, and that. the. undersigned has fully. performed said -contract in accor- dance with the terms of Exhibit B, and..there are no.xnodifications or changes in said.Exhibit B, unless attached hereto. The undersigned agrees, at its expense, when requested by Simpson, to supply such evidence which may be required to support and prove in Court, or in any other proceeding, the claim evidenced by Exhibits A and B in the full amount thereof. Hahn shall not be responsible for any attorney fees of Simpson, or Court Costs, and does not guarantee collection. THIS IS AN ABSOLUTE ASSIGNMENT: By this assignment, the undersigned has transferred and assigned to Simpson any and all claims evidenced by Exhibit A, and under said contract as Exhibit B, as an absolute assignment, raithout right hereafter to accounting or benefit from the col- lection of the assigned claim. DIRECTION FORTHWITH TO PAY OUT RFTAINAGE TO SIMPSON: The undersigned hereby directs the County of Eagle to fort���wi.th pay over to Simpson the amounts claimed by the - 2 - undersigned under verified claim filed with the County of Eagle on or before June 18, 1984. �+itinn"WIT " nn T A711 /17 *A 'T\wr% T r+'n rATnrn el rsoTNr-% ♦ Hahn hereby acknowledges full receipt and satisfaction of any claim it has against Simpson. Hahn will promptly dismiss without prejudice its claim against defendants in Civil Action No, 84CV1092, now pending in the District Court of Larimer County. Dated the day and year first above written. HAW TLUMBING AND HEATING, INC. - 3 - U, I _,.. ABSOLUTE ASSIGNMENT OF COLLIER ELECTRIC COMPANY (COLLIER) DATED: November IQ_, 1984 CONSIDERATION: For and in consideration of $9,250.00, the receipt of which is hereby acknowledged by the undersigned. This amount is accepted as full satisfaction of all' rights of the undersigned for the claim hereby assigned, and security therefor, except as provided below. PARTIES TO THE ASSIGNMENT: Assignor, Collier Electric Company, of 1025 West 7th Avenue, City and County of Denver, Colorado, hereinafter referred to as Collier, hereby assigns and transfers to Assignee Mel Simpson Sheet Metal Company, a Colorado corporation, of 126 Hemlock, Fort Collins, Colorado 80525 (in other documents re- ferred to as Simpson Sheet Metal, Inc, and Simpson Sheet Metal Company), hereinafter referred to as Simpson, the following:. WHAT IS ASSIGNED: All the right, title and claim of Collier against each and all of the following: 1. Oil Field Fabricators, Inc., a Colorado corpo- ration doing business as Modular Detention Facil- ities, hereinafter referred to as Modular; 2. Modular/Simpson, a supposed joint venture; 3. County of Eagle and the Board of County Commis- sioners of the County of Eagle; 4. St. Paul Fire and Marine Insurance Company; 5. Any other person or entity having a claim by, through or under Collier; arising and unpaid from furnishing labor, materials, team hire, sustenances, provisions, provender, or other supplies used or consumed in connection in the manufacture, installation or connection of the temporary jail detention facilities of Eagle County, under contract between Eagle County and Modular Detention Facilities, dated on or about June 20, 1983, as subsequently modified. This assignment is specifically limited however to the right, title and claims arising out of the work performed and 0 1,:'11 ", l.t.-., r x �w+�-• �i..� �. i 3_ `� �. !} 3� � materials provided by Collier on said project and shall have no effect whatsoever on any other claims of Collier on other jobs or projects against any of the foregoing parties, and claims against Edward H. Phillips and Dianne A. Phillips as to this Eagle County or other projects. ASSIGNMENT OF SECURITY AND OTHER SOURCES OF PAYMENT FOR SUCH CLAIM: C .z Coibe-e aisn n.ss;yAs and +cans*aef +o S'NP30% it 7 lCollier's rights by virtue of its Verified Claim to the funds held by the County of Eagle pursuant to the provisions of 38-26-107, C.R.S., aggregating in total for all verified claims filed $56,300.00, and all claims Collier has against any other person, entity or funds in connection with its Verified Claim, including claim under labor and materials bond and performance bond, executed by Modular Detention Facilities, as principal, and St. Paul Fire and Marine Insurance Company, in connection with the aforementioned project and specifically limited to said project, and any claim against the County of Eagle arising out of the work performed by Collier on said project. ATTACHMENTS: A complete statement of all claims of the undersigned in connection with said project, with any credit thereon, and under such bonds is attached hereto as. Exhibit A, and the con- tract under which such items are payable is attached as Exhibit B. The undersigned guarantees the correctness of Exhibit A and warrants that there are no offsets or counterclaims existing whereby the amount shown by said Exhibit A can be reduced, and that the undersigned has fully performed said contract in accor- dance with the terms of Exhibit B, and there are no modifications or changes in said Exhibit B, unless attached hereto. The undersigned agrees when requested by Simpson and upon at least two weeks notice to Collier to supply such written evidence which may be reasonably required to support and prove in Court, or in any other proceeding, the claim evidenced by Exhib- its A and B in the full amount thereof. The undersigned shall not be responsible for any attorney fees of Simpson, or Court Costs, and does not guarantee collection. THIS IS AN ABSOLUTE ASSIGNMENT: By this assignment, the undersigned has transferred and assigned to Simpson any and all claims evidenced by Exhibit A, - 2 - and under said contract as Exhibit B, as an absolute assignment, without right hereafter to accounting or benefit from the col- lection of the assigned claim. DIRECTION FORTHWITH TO PAY OUT RETAINAGE TO SIMPSON: The undersigned hereby directs the County of Eagle to forthwith pay over to Simpson the amounts claimed by the under- signed under verified claim filed with the County of. Eagle on or before June 181 1984. SURRENDER OF ANY CLAIMS AGAINST SIMPSON: Collier hereby acknowledges full receipt and satisfac- tion of any claim it has against Simpson. Collier will promptly dismiss without prejudice its claim against Simpson Sheet Metal, Inc. and St. Paul Fire and Marine Insurance Company in Civil Action No. 84CV395 now pending in the District Court of the County of Eagle, or consent to substitution therein of Simpson as plaintiff, if so requested. Dated this 4 day of November, 1984. In the presence of COLLIER ECTRIC COMPANY By: Title:r,1111,01,nc, - 3 - / EY1 IRI- B TL:E A!%%ERICAN'' INSTITUTE C; ARCHITECTS AIA Document A407 SUBCONTRACT Standard Form of Agreement Between Contractor and Subcontractor 1978 EDITION Use with the latest edition of the appropriate AIA Documents as follows: ATD1, Owner -Contractor Agreement —Stipulated Sum A107, Abbreviated Owner -Contractor Agreement with General Conditions A111, Owner -Contractor Agreement —Cost plus Fee A201, General Conditions of the Contract for Construction. i HIS DDCUMENT HAS 1MPORTANr LEGAL CONSEQWNCj S; CONSULTATION WTTH AN ATTORNEY 15 ENCOURAGED -WITH RESPIL7 TO ITS COMPLETION OR MODIFICATLON This document hat been approved and endorsed;by the American SubconlraciDrs Association and the Assodned SW' Ily Comranors, Inc. AGREEMENT made 25 of the 15th Hundred end _ich_v T?Lee BETWEEN' the Contractor: day of ILegest M06L1Lr Detention rLci11tjLx Co. 2nd The SD5COnlr2Ctor: Collier iiect_^'c CorLDL:Sv The Project: TYgle cou-n--y HDCL`1LS JLSI E:Lgle, CO The Owner: ELcle Cot`-I_v The hrchiiec- vocc_L- JetLnc_or. 'Lc:2z- s Co. :. i'E CGnU2Ci 2'id .SCtiC0n1!ac1or 2Eree 25 Set forth below. in the year Nineteen Ctc:• t• 'S`„ IS_!. I�?.. `o•-. •pS! `4'. +iki. 1!q(. 1y(.r, `•!`.'. Q If`t D: rAr ♦wgrrur Iwa1.4•R M Agn.@b1. . r•. ... •.:e r. v, Na•+^f'n•. C. C F4'! ✓•teRWrrtrryn !• IM rraaw' Mon w �cLfaew: awDanpc S a r� ✓ „.)w..1•Y i' I'N Au •rpbgl f11 tawa•Y( it IM LMIIL Vile anbe aYD!etl ifs! w•.t! a kyt°� • ARTICLE l THE CONTRACT DOCUMENTS Lt '.E C6^::;G Doc. mtr. i! 1f': Ibi! Safi.-:t:C: COn!ii: Of :his Aprte•'nen: inC 2nr Ie:Erbil! ;t:k[iE� he: E:C; . ,ez= .-r_,.a•a_.:.:.�rr..'.-:6'�.�r. ...l C_Ci!-`.�.cl.e�' f. T r•�tT��r4 _•i �.._ r—.-rtr�i..r �:�r�:..�L[_..:.�>'_L�CL•. ._ .�' _:L�J= r .....M�—J.Fr_���:. __- ,_•'^r_C...r•-r-: {!.u.: E�-+:_(<-�:�^cPcc,;r __ �=__f.�__=G�__G.:at.�.:f=._E'�_ .. ...��rV.'�Cr�.Tr il.—._r}•[L1r'—:nt-�ir..'�L� yt r w ____� _ .f.�. r f - .. ".CT-!!`:�.t��tiE r''_i.•�..-.i.cE�.. 1.� : t _—.-���c�}C4--ALL :.L • f1 C�"oEul'L•L �^P iE �r r .: !_rs-.•.FL �C ARTICLE 2 THE WORK 2.1 Tie Subcontractor shall perform all the Work required by the Contract Documents for rM.lt .n•rv, a p•rrue &,C106" o! tM w•oh te.rrrd br rbia SubmPACl Sad row', to m.mbru or D.a.Nnp and Addrnd,, wad./.LaS,+ et Speribo,ion, indndfnr ta,iun, and staeprtl Abe,mwj Electrical engineering and construction as described ; Collier Electric proposal dated E-15-83: Drawing E=1 and E-2 6ste2 B-15-83 Company's ARTICLE 3 r ' TIME' OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3.1 The Work to be Wormed under this Subcontract shall be commenced •-8-1-83 and, subject to authorized adjustments, shall be substantially completed not later than 10-19-E3 IHnr insen ,M aPetilit P.o.iI:M, that a,r appliUble to e, Subt my (nrl dina anC' inlorna,:un Pura:ninr q "olio ,o p,oterd or orM, mrthoe . al todco. p..n IP tom,,,rntrrnrnl of Wal, Wrr:na antr�o"Wirlim Stain• a. o,..a,gn• and arty Pra..,.,y,t to, lw...d.,ed GanYrW' rela„nj to Li/- mr ,o tom Inr on Pme j 3.2 Time is of the essence of this Subcontract 3.3 No elrlension of time will be valid without ihe�Contractor's writ!en consent alter dzim m;oe by the Subcon• tractor iti accordance with Paragraph ii.1o. `. - - ARTICLE 4 . THE CONTRACT SUM 4.1 The Contractor shall pay the Subcontrcto: in current funds for the performance of the Work. subject to adds - lions and deductions authorized pursuant to Paragraph 11.9, the Con1r;C1 Sum of Z-4 chty Thoussnc E: ct:t ht Hoed l'inetv---------r---- dollars (5;0, F50. 06 The Contract Sum is determined as follows: Malt M.r rM baw bie o• o:M, brm;. u . Amo-n:. atrrnrc Ar aBtl, NOW un„ Pitt,..:.. •'.obit.) .. Proposal L=rip r^ . sue - - ARTICLE 5 PROGRESS PAYMEtiITS / S.i -fie CC rL•a C:O' S'.a': ;i[ :hk �ubCG.^•t:s CIO' mD^del) p:oCle!! .nij'mer:U In YCCO[Ca SCE N'lih P2 raCfY,7h 12= C` .r%q !Ubc On;ra Cs. �: -.u=•�Ci::C^ SO! :,1[•::It^1! shi!, be In N•11!L^.t End In iCCc:janCE v:ith Fr.Ygr a!11i.6. ShCli Sark :rat t[IICIY Ind DE'Ct :a Qe Of the iiI In ;.^.•. CJb COrlra C; ; a: rY5 bten ss L[iYClC rift COT:J!e ltd 2nd Shi!I of $LD-I :c- the Con;raaot on or beiote ;he _St:i ezy of Etch month. ••+••. .n•f •: Ce:U•! Or f: ya.n•r.: e•oerGu•r: rnt GIr e: mpn;El! ,D:ece:•rnr. O' L:he• metru•t if Ott. ca", i!an I montAl. L-• ^��.:• y,. mr•.• ..: ue r4V-. or. a;tou^.: e: n)In44 and reu,e+Ien: s,naby scut ): tA, .,:• e• We. C. IM tlin +'• r•o. u,o^: ro�ntnc .^:' 'c•. tnnlAri , eumrr.ie Iw bm.:n. a neC.un m1 tr...�. ; wee, Ir4nmt ,p.et .LGC n �.nmt, or. !:. �•[..�, (• t f L r, rKa,nrC alit, an, vre•1 .,,the' • urb• $at, C• ror- 59 %Vhen the Subcontractor's Work or a designated Portion thereof is substantially complete and in accordance cairn the Contract Documents, the Contractor shall, upon application by the Subcontractor, make prompt application for payment of wcF. Work. Within thirty days following issuance by the a swh- e't of the Cenifieate for Payment covering such substantially completed Work, the Contractor shall, to the full extent provided in the Contract Documents, nuke payment to the Subcontractor of the entire unpaid balance of the Contract Sum or of.1hat portion of the Contract Sum attributable to the substantially completed Work, less any portion of the funds for the Subcontractor's Work withheld in accordance with the Cenificate to cover costs of items to be completed of corrected by the Subcontractor. !,Mete the sbe.e h»rapA if the Convan Donamenu do aw p,e.Ne la, and the Svt,--.acim aglva to le•ege, eateese,of rrtairlage for the subconwnm's wona pat to CMIpIrlie,t of Lite entire heireil SA Progress payments or final payment due and unpaid under this.Subcontract shall beat interest from the date payment is due at the rate entered below or, in the absence thereof, at the legal rate prevailing at the place of the Project. _ then insert any late of ;me,at arced tpoj • . . Prime rate +2% (hs.quoted by•!fountain Stetes.Bitnk —Deaver, col ' fUsuli U" and ,ettuittrnenu III IAe tedersl 7,Inh in tending Ate. similar sate and foul toroun.e, credit la.w and ether retulalionl at IA. C)^+.e/s, conuactoes and Subeoniorto,y ptlnciptl place of bu.b.en, the loretien of the Eloiecr and v4se-,heir Iaar aMrC sfx wtiditr of the ple.sien. Slxrifi[ lrgal ae.,cr should be obisi"e .•fth &)fire IO drh1lion, moth/ealiell, W other repuilemrnu such a uwinen doderutel w we.Kq j ARTICLE 6 FINAL -PAYMENT 6.1 Final payment, constituting the entire unpaid,bulance of the•Contract Sum, shall be due when the Work de- scribed in this Subcontract is fully completed and performed in accordance with the Contract Documents and is satisfactory to the Ae'"�'S, and shall be payable as follows, in accordance with Article 5 and with Paragraph 12.4 of this Subcontract - (MIT in)e11 the 111e1'an: rond•u[•nl undrl «AIKh•er I;" in Akr.fi,ul parmrnl w71 Jerome oepbleJ "M dabs after co7nviet-ion of e1ectr2Ca1 conszroct2on work Snt_lcatea on the elect: cra':2nc5 plus C, v--itten canoe orders. 6.2 Before issuznce of the final payrnen;, the Subcontractor, if required, shall submi; evidence satisfactory to the Contraclor that )!; payr0s, bifls for maleriYl: anC equipment, and ail known indtbledness connected with the Subcontractor's VI have been satisfied. I ARTICLE i PEP.FOP,MANCE BOND AND LABOR AND MATERIAL PAYMENT BOND a1.. ,eeu•Itm. ,I a,. IN lulnilh,nt el Bonet a, she suaconmew.: time reCCireid. +a::.,,. r,• ..,.�� i... �.. 4} f -^ r, i.. + "'... f;'::•:C r.'f Y. �.i• ". ♦r/:1 .At :E 7;e.. �u� • P i ARTICLE 8 TE'•tl'ORAR1 FACILITIES AND SERVICES i.l :,tie!! C."Ietw:st-'v%,eye tr: : • 5.bc OL:- C!. the Cvn:*Cut.. >".. .. .. .`. inn mi:a t i:a::a,It a: nC CC.!: 10 ;ht e t. Lie vn:rielot t'1t : tt'.': [ i•p fieiistit! ane It I Vict!: ARTICLE 9 INSURANCE 9.1 Prior .to starting work, the Subcontractor shall obtain the required insurance from a responsible insurer, anc shall fumish satisfactory evidence to the Contractor thsl the Subcontractor has complied with the requirements of this Article 9. Similarly, the Contractor shall furnish to the Subcontractor satisfactory evidence of insurance required of the Contractor by the Contract Documents. 9.2 The Contractor and Subcontractor waive all rights against each other and against the Owner, the Architect separate contractors and all other subcontractors for damages caused.by fire or other perils to the extent coy. eyed by property insurance provided under the General Conditions, except such rights is they may have to thi proceeds of such insurance. !mere insert any inow.brrt reWiretMrttf and S1rbrOMrKIW'a taspenaib:Lt y'br Obtaining, ,ruinuinirrp and p,rinp to, natteuaey irtwnnp r,Ih li•r its epualmy or em'eed,ng shore sprcibed in the (110110 t Ibwsnntts and insened betty, of ttouited by lava 11 applroble, Nis LAa/l „d,d, t., insurance and emended co.eragt, publir Lability, property dart rr, employees lisbarrr, and �orkerr or writneni eorhpewt,on ina,rnnte s: she Subs iraoot and his an irhn es. the inxrtion shourd cxrel po isio•u for notit. of once/kr,on, all ocat,on of itdwante ;."" Land oW aspects of i,ouraaactj Collie: electric Cotrrpany shall carry general and Auto Liability Insurance and Workman's Compensation eoveretae and provide ce=:ificates o: such coverage to Modular Detention. Modular Detention shall similarly provide certificates evidenciryg equal coverage to'Collier Electric Cocapany. hod,-' Detention, shall purchase and maintain all risk Polders Risk Insurance `.o: he duration of the project, including coverage on building materials off subcontractor on site, and shall furnish evidence of such coverage. ATICLE TO . WORKING CONDITIONS their imen gray aapr,cabk a.ungemrnIJ concern;; b;wking epoditions and labor,naorn lathe Pm;eesj ,a �ECtri Ct� CC:15trt]C �1 C:1 shall be periOr:nE� l'. t]. _T.0 T,Cr'-.L1 S`•7Gss }yp•_c at♦ nnn�-+l .'1 ,tMl C01:11AC10:. l:'•tl P't•+'r: IcIl Ic,• web; IM,-wIA* r:l 1•yt n+;te l.nr•rwK^i: tltt CI wry .. '.. �E.+ tOcr .e;, w�v,, r:i!•tivCl M', C.C-:iR\R. ..+-:F.:57rL3e6tl9dLs'1a.S..1C; e. . O CENERAL C0\VIIS, O.�rS AR71CLE 11 SLI6C.01%1RACTOR 11.1 RIGHTS AND RESPON'S101117IES 11.1.1 i hE SLDCOn::ac:C' sh;!: be DDund IC .tit COn:rac- 1Cr jt the fen-! O! th,! Apreemta: and, jr. he extent that ••�tOna of 7nt COn:rac: DOCumen!! between the G,+cat: and Co^,rac:er.epph• 10 the ":Ork or.:ht Subcon- Iricio! as dei,ned 1n 11hit AFreerntnl, The Subcontractor si,al: assume IOw'ard the COn:racto: aS the ObhgatiOn- and rt!ponsibiloies which the Contractor, b1• those Docu- ment!, assunes toward the Owner ate=-.ram—..(t and shall have the benefit of all righls,•femrdies and redress against the Contractor which the Contractor, by those Documents, has against the Owner, insofar its applicable to !hi! Subcontract, provided that where any provision Of the Contract Documents between the Owner and Con- tractor is inconsistent with any provision of this Agree- ment, this Agreement shall govern. _ 11.1-7 The Subcontractor shall not assign this subcon- vac without the written consent of the Contractor, nor subcontract the whole of this Subcontract without• the written consent of the Contractor, nor further subcontract portions of this Subcontract without wrillen notification to the Contractor when such notification is requested by the Contractor. The Subcontractor shall not assign any amounts due "or to become due under this Subcontract without written notice to the Contractor. 11.2 'EXECUTION'AND PROGRESS OF THE WORK 112.1 The Subcontractor agrees thit• the Contractor's equipment will be available to the Subcontractor ohly at the Contractor's discretion and on mutually satisfactory terms. 11.22 The Subcontractor shall cooperate with the Con- tractor in scheduling and performing his Work to avoid conflict or interference with the work of others. : 11.23 The Subcontractor shall promptly submit shop drawings and samples required in order to,perform his Work efficiently, expeditiously and,in a manner that will no* cause delay in the progress of the Work -of the Con- tractor or other subcontractors. 11.2.4 The Subcontractor shall furnish periodic progress repons•on the Work z! mutually agreed• including infor- mation on the s:aius of materials and equipment under this Subcontract which may be in the course of prepira- lion or manufacture. 11.2.5 The Subcontractor agrees 14', all Work shall be dont subject to the final approval of the . The s decisions in nutters re!aling to enislic effect steal! be 6ni! ii consistent with Iht intent of the Cont- -Documents. 112.6 'r,c Snbcontr;[lor sh211 pay for all material!, euf._: 'en: ire labor used in, or it-, connection with, the pericrmance o' :his Subcontract t'nru;gh the period cos••. tied My previous payment! received :tom lee Contractor, and. -.^.ate turn'O.. si::s'sctory evidence, when requested �• :ter Cn-:aor:, rc .e:i:s coM;0;4rde .•::=.:,.t rtCurrM,Enta 11.;1 lAwg, PERstllS, FEES AND NOTICES 11.3.1 TnE S::E•C C•n:ri Ct Cr !hi!! give kt: nonce! drC cal>• wr:h a!: !isy., NC:r..7nCe!. rule!, reru!at,ona 1'.',c f G: am p. ht au:ilc+•i:. be:, rr,� o', tr,t pe ;c.r._.-, the VrC::. undt: this subconuac:. The S.bco-,::iC:C. leC C'rt and pas IU. a!I perrrtiu 2nC �VOvtrnSrtrta! if Cen-e! and ,nspeCnOn: neCelsan for the DTOpt! errs sno [omyleuor. of tine 5abCOntractor's V,-'ork, the fu ing of which is required of the Contractor by the Cc Documents. 113.2. The Subic=racor shall comply with Fe State and local tax law-, social security acts, unerr Mehl compensation acts and workers' or workrrirn's Pensalion acts insofar as applicable to the perforr, of 1F• subcontract 71.5 �::A Oi OTNERi e.1 In take carrying Out his Work. the Subcontraclo, take necessary precautions to protect properly th; fished work of other trades from .damage caused t operations. 11A.2 The Submntractor shall cooperate with the tractor and other subcontractors whose work might !ere with the Subcontractor's Work, and shall pani; in the prpparaliion Of•coordinated drawings in are congestion as required by The Contract Documents Cifically noting and advising the Contractor of any �> interference. 11.S SAFETY PRECAutIONS AND PROCEDURES 115.1 The Subcontractor shall take all reasonable s precautions with respect 10 his Work, shall comp!). all safety measures initiated by the Contactor and all applicable lass, ordinances, rules, regulations an ders of any public authority for the safety of perso, Property in accordance with the requirements c, :Contract Documents, The Subcontractor shall it within three days to the Contractor any injury to ar the Subcontractor's employees at the site. 11.6 CLEANING lW 11.6.1 The Subcontractor shall at all tittles keep premises free from accumulaep tion of w7ste mateiai rubbish arising out of the operations of this Subcon; Unless otherwise pruvided, the Subcontractor shall nc held responsible for unclean conditions caused by C contractors or subcontractors. 11.7 WARRANTY 11.7.1 The Subcontractor warrants to the Owner, Architect and the Contractor That all materials a meat du-nrshed wnd eo all be naw• unle!s Otherwise ndeCi find that �;I Work unCie: Th* Subcontrcl shall be of ,r quality, flee fro- fauhs and defects and in confe• with the Contra" Documents. All WO,k not cenforr, 10 :hex try care tenu, including subs,.ilulinns not p Orly ap:rPvBd Inc authorized, mix be Considertd de e,e DOCu.N.I eq: • CO%'CeetOt.t�q CC•+'rls C:lrt • :r.1 •. t::eCe+ ra:�:.' CC• r.Cat. [w71 • Ll I(Cation • A►c:l f •cur ... .! O. et(..rt[Cl.. L2: ray t: VOtK ere . w.w., wrS•trwGlOn. D.C.:Iwi �•:CV'dte •n Ihi! i•i tZFri:f, ii,i fhil+ iC and hC: in L•,ni;iLOC C• an, C:bt: war. :rr.:ec. ire :red b. l2,. u b::ht CD-:*c: Dot- .J ,�::ICx11ONS FOR PArriwr i:,E -r•t �,:DC O^L•att0: yhi li 1p�mti 10;',t Contrapo: i-- C2:'c^• rv' p:vmEnt it sU[h Litt! a! !:,:ulilee In :,e•e ICtai.b;e the Contracor IC appi% for payment. ra•:rnen!! art Made on - .• the va!ation of Work Z. ✓elore the first 2pp!iCI1IO-.. :`,t Cos:raclor a schedule Di viiut, cf the of the to+Ora. 2 rf E g_ gz:,ng tilt Ibii! $u,r , of :h;! S:xocl:ic:, n;de out in such detail is the Sub• ccnt:icur ind Contractor m2y.grte upon or Z! required b. Iht Ownf% and supported 6v such evidence Zs to its Correctness as the Contractor miv direct. This schedule, when approved by the Contractor, shall be used only as a basis for Applications for Payment, unless it be found to be in error. In applying for p2yment, the Subcontractor Shall submit a statement based upon this schedule, 11.83 If payments are made on account of materials or: equipment not incorporated in the Work but delivered - and suitably stored at the site or at some other location agfeed upon in writing, such payments shall be in accord- ance with theTermsand Conditions of the Contras pot. uttnents. 11.9 CHANGES IN THE WORK 119.1 The Subcontractor maybe ordered in writing by the Contractor, without invalidating this Subcontract, to nuke changes in the Work within the general scope of this Subcontract consisting of additions, deletions or other revisions, the Contract Sum and the Contract Time being adjusted accordingly, The Subcontractor, prior to the commencement of such Ching .d or revised Work, S}•all submit promptly to the Contractor written copies of any claim for adjustment to the Contract Sum and Con. tract Time for such revised Work in a manner consistent v,iTh the Contract Documents. 11.10 CLAMS OF THE SUBCONTRACTOR 11,10.1 The Subcontractor shall make all claims prompt - I> To the Contractor for additional cost, extensions of ume, and damages for delays or other causes in accord-' once With the Contract Documents. Any such claim which will affect or become -part of a claim which the Contrac- tor is required To maki under the Contrac: Documents s"' h+^s Specified lime period or in a specified manner Shill be rn2de in sufiicienl Time to permit The Contractor' to Satisfy the requirements of the Contract Documents. Such claims shill be received by the Contractor not less than two working days preceding the time by which the Conitactc,-s t!iirn must be made. failure of the Subcon- tracfor to make such a limely Claim shall bind the Sub• contractor to the same consequences as those TO which The Contractor is bound. 11.11 - I^rDEMNIFICATION 11.11.1 To 'lit fullest extent permitted by i". Ihr S::•• comractor Shill indemnify and hold hzrmle!! :ht Owner, and the Contractor and all 0, Int., alter.+a and tmoioytes from and against all claim! eani;t! losses tine expense!, inelueing but not fir. neya fee!. iinjinF� 0" C•• rt5ullinf trOm tnf pe^CrT,. ante o r.,t - Occ ntrcor< t•.'or; undr: ;ins Sebec..O,M.• .prouo'td 1kr: ar:. !cC- a1: •ijL':i Si Car:-r, pi.^..k Ff. l0!!. Ot erptn}t i! t IC icd::, .. SiC::nt!! ,,^.rlta!t. O: dia;.- w tc in;••:. Ic• u: des::UC: C.. :han Iht t',o �' iai•_:f Wo:rpR: ,C.;"el :Leif from .• ,. ^[ 'r'f ic'!! Of L•it re!L'!I:D :c :arc irate: ct_!tc I-. i--h6't o: in rz.^, by zm . ntFt'�t•^, C•['nOr.C:'trss,0.`. O' ii,f -L'DCc',:ra CioI C: an, Ont d,rtctl.• en1, emJiuytd b • h:r., whose acl! he' m2t be T Or anvorle I.Of Ca.. in p "o't• re ci rele!! Of evht:her it is ir: by i piny rndemnii,te hereunder. Such obh 21ion si.c! GC: bE CO Other".;ns`•Ut C. Ic ne:a it, Or aD:igls 0. st reduce zny Other rit1.',: Or CSi:�lliOn Of indem- nnv t,•hich would othem-Ise exist 2! 10 ativ party 0. per. son described in this Paragraph 11.11. 11.11.2 In any and all claims agsinsl the Owner, The Aa�tG or The Contractor or any of their agents or employees by any employntractor, any, ee of the Subco one directly or indirectly employed by him or anyone for whose acts he may be liable. The indemnification obli. gation under this Paragraph 11.11 shall not be limited in any way by any limitation on the amount or type of- -damages, compensation or benefits payable by or for the_ 'Subcontractor under workers' or workmen's eompensa- lion acts, disability benefit acts or other employ., bene- fit acts. 11.113 The obligations of the Subcontractor under this Paragraph 11.11 shall not extend to the liability of Tso �, his agents or employees arising out of (1) the preparation or approval of maps, drawings, opinions, re ports, survryq, Change Orders, dUmgns or spedfreations, or f2) the giving'of or -the failure to give.direetions or in- structions by the /:fit, his agents or employees vided such givitfg. or failure to give is the pro - primary Ouse of the injury or damage. 11.12 SUBCONTRACTOR'S REMEDIES 11.12.1 if the Contractor does not pay the Subcontractor through no fault of the Sub con from thtractor, within me payment should be made seven days e tias provided in Paragraph 12.4, the Subcontractor may, without prejudice to• any other remedy he may have days' written notice to , upon seven additional the Contractor, STOP his Work un- til payment of the amount owing has been received. The Contract Sum shall, by appropriate adjustment, be in- creased by the amount of the Subcontractors reasonable costs of shutdown, delay and start-up. ARTICLE 12 CONTRACTOR 12.1 RIGHTS AND RESPONsuarrIES 711.1 The COniraclor shall be bDune to the SubCOnTraC- for by the terms C' :�,1 Atm reetnt, and to the erlent that Provision! of the O:tttiCl Documents between the Owner one the C: -:factor i:)p!t• Ica The work of the Subcontractor as dt'-nte in this A-Fftennen:, the Conuac- lo: sha!I assume lowire the St:bcon-.Ij.C:or all the obliga- horn and resPOnsibililies iiiit :F,t O:.-r,e:, b.• those Doc- ument!, ess-,Mts lowele :f,t Coa::iC:c,I, and shall have the benefit Cf ill llvht! re tees a,.e ree less against The SubCOntri Ctp, which the O,.•nel, by Dose Documentsl, has 9t2insl the Contractor. ",frefE any provision of the ry, n L O+If�.f' O+ nC [f w i • [ 'a�+:n '+ r •. + W pQ�r•. lC7t 'cal, Y�iT r, S.II IIII+ryry ,t! ,L' .RWIf': •iCi+rnii r a•i ,t,J, 9 " . ra k'✓4.r�Yi«n, ";B� -.4neY�` A. �5q1_ ..;ti C; DOCL"-enu •...bel.ern �.O 'n tl 2nd th! CDn- •• inp,•ISIOn! -..m1!if AEltt• :saPC, "t:OvIDED E1 THE CO•:TRAC-TOp. •-•�.i '''.t Cv-%1:2c!C: !hill CODOt:2it wi:'.:he SL'OCon• :a CIC•: :r. sc Bed C!mE and periolm,ni tits 11 Ork Ie• }void .:t"elt-lCe in the SuJCun:ric1O:•! VdOrk and !-•a'i er.t Gee \v;lae.'I Itfponft1-1C' snbr.,l:;il! midt by :rat S1ICC•n ira CiO: In icc Ol Oance with Par2er2pn! •-.� en(f , 1 :.,:. As soon it pri•CLC2 Flit ifitl eaecullon of Fternen; :he Coniric;or shill provide she Subcon- i:icl0! i Cc".. 0f I -it e!;imsled ptOtless schedule Of the COn:ric;Or's entire V,-ork which the Contractor has pre. D2led ind submitled fo: the Owner's and the Architects ir.iormition, together with such addivonal 'scheduling details a! will enable the Subcontractor to plan and per. form his Work properly. The Subcontractor shall be radii fied promptly of any subsequent changes in the progress schedule and the additional scheduling details. 12.2.2 The Contractor shall provide suitable weals for storage of the Subcontractor's materials and equipment during the course of the Work. Any additional costs tQ the Subcontractor resulting from the relocation of such facilities at the direction of the Contractor shall be reim- bursed by the Contractor. '123 COMMUNICATIONS 123.1 The Contractor shall promptly notify the Subcon- tractor of all modifications to the Contraci between the Owner and the Contractor which affect this Subcontract and which were issued or entered into subsequent to the execution of this Subcontract. 123.2 The Contractor shall not give instructions or or- ders directly to employees or workmen of the.Subcon- tractor except to persons designated as authorized repre- sentatives of the Subcontractor. 12.4 PAYMENTS TO 7yE SUBCONTRACTOR 12.4.1 Unless otherwise provided in the Contract Doeu. ments, the Contractor shall pay the Subcontractor each. Progress Payment and the. final payment under this Sub• contract within shree working days after he receives par meni from the Owner, except as provided in Subpah. graph 12.4.3. The amount of -each progress paymeni to the Subcontractor shall be the amount to which ihe.Sub-- contractor is. entitled, reflecting the percentage of com- pletion allowed to the Contractor for the Work of this -Subcontractor applied to the Contract Sum of this Sub- contract, a the percentage actually retaintd, if any. from piymenls to the Contractor on account of such Sub• contractor's Work, plus, to the extent permitted by the Contract Documents, the amount allowed for materials and equipment suitably slo.ed by the Subcontractor, less .. she at cregile of previous payments to the Subcontractor. 12.4 2 The Contractor 0511 permit the Subcontractor to reob ues; direct!% ore the � informrion regarding the pelcer.:egts of eomplellon o: the arnnunt tertiiied on account of t•;Ofk done by the Subcontractor. 12.4.3 If ;rat doe! not issue t Certificate for Pivmer; 0• ;ht COnciclor doe.` not receive payment for ern• cause v.• 11ch 1s not me fault of the Subcontractor, the CO -bra C1O' Still DO the Subc Uniraclot, on demand, a ate Q•s:4 ,ri AN:LI( PtOgtt!!•ai v;�/r;- c0.^Pultd t! ptOvidee In Sus?ar}Fra a�• 11 �•� O: a.t linil p2vrnt ;; as provided In Ar:icie E. 12.S CLAI+tf et' THE'CON"t;:AC-TpR 72.5.7 T:It CClnlrir:or snit, r•,';, e e nU Gt Gi nd iO: IIC un ditto Lir.i4t! for dt.2v I:. Env !,!n in tY.Gt!! L: !uCr. AMV,_,'.: i! rav bt srtci,3Ci;!\. airnre if, IN! S=conric;, and ;Iculdiitd oar.aeef SC.i.; be 2!st!st: aciins; :h,f SubCOnUa C1C• Only fOr h!! rat L!leer•; icts and h!! .*iiiu:t ;c act In scccrdanct wi*.h the It r.T,! Of ihit h�lter,en;, inG i0 n0 rest IOr dt:a yf Ot ci clef 2rI!i.,, Ou:Side the arpCt of this 5ubcon::2C;, or for \,•t,:;i o:ne! subcon;anal ill responsible. 72.5.2 ExceD; is may be ind,ciled in this Agreement, the Contraclo: agrees that no claim for payment for srnict! rendered or materials and eouipment furnished by the Contractor to the 'Subcontractor shall be valid without Prior notice to the Subcontractor and unless written no- tice thereof is given by the Contractor to the Subcontrac• tot not.laler than the tenth dry of :he calendar month following that in which the claim originated. 12-6 COKMACTOR'S REMEDIES - 12.6.1 If the Subcontraour defaults nr neglects to carry out the Work in accordance with this Agreement and fails within three working days after -receipt of written notice from the Contractor to commence and continue conec. lion of such default or neglect with diligence and prompl- tiess; the Contractor may, after three days following re- ceipt by the Subcontracsor of an additional written no- tice, and without Prejudice to any other remedy he msy have, make good such deficiencies and may deduct the cost thereof from -the paryme"nts then or thereafter due the Subcontractor, provided, however, that if such action is .based uPon'faulry worlm,anship or materials and equip- 'rnent, , shall first have determined that the materials or utrrials and equipment are not in aC- cordance with the Contract Documents. ARTICLE 13 ARBITRATION 131. All cl: •. disputes and other matters in question arising out o;, ut relating 10, this Subcontract, or the breach Thereof, shall be decided by arbitration, which shall be conducted i1n the same manner and under the same Procedure as provided in the Contract Documents with respect to disputes between the Owner and the Contractor, except that a decision by the Architect shall not be a condition precedent to arbitration. If the Con- tract Documents do not Provide for arbitration or fail to specify the manner and procedure for arbitration, shall be conducted in accordance with the Construction in, dustry Arbitration Rules of the American Arbitralion 'fsso- cialion then obtaining unk!s the parties mutually }gyre otherwise. 73�2 Except by written consent of the person or entity soughs to be joined, no arbilritlon arising out of or relal- ing•le lLie Contract Documents shill include, by consoh- dalion, joindtl or in any other manner• any person or en- tire- no: a party to the A-ertemrnt under which such arbi- 1rlion arises, unkfs it is thown al the time lht demand for atbitraliOn if filed that I I such Person o•. entrly i$ sub. s:aniially involved in a eummnn question of fact rat la\,•. CL•.:r•.CiO/ suSLC•:LeC'Jc AG•tt••:A. • Il!vl'�10. LD.:Ip+• I••fi::�ttr Cie ALCM:it Cl!, :: ?!'E" \Ok. A.'[ . N. h'„ N•ASMINCiO•`. D.C• WW A41Qi 1193 o` svc-. perscn c•: 4441/( is'reeaned if It ;C be acru:ded m :nt .+rb ita!,on, Q, "/•.?.':;, 0: such pe!rC- C• - •...' ..^-... .::i°. anti - Sur- so'. O: . -. -.2-: ', t'. :•e ]E :'tC ar1, C.:',er v:: :•i'. a�trt. c ::i:t V. a^..::.fd::r,: -,a; pt'sC-r. I..- DefsCnS -t't'^ !'.i:• :e SL1tc1:1c0% eniu,cti�ie under ti3 --at Cc-:::c:c• !r.0 perme! the Subcontractor IL ct=•v•r-.' inc :r. 5-b1n-•: evidenct r' a^.v :•!.S:::c;rOn pro- 13.= 7:'t CDnlrmo- i'.a!1 permit the Subcontractor 10 e>t use tt:hile:er nth;s the COrAfanor may have under the Cbr,!ric: Documents in the•Choice of arbitrators in any dispute, ii the sole cause of the dispute is the Work, malenals, equipment, rights or responsibilities of the Sub- con:raclor, or if the dispute involves the Subcontractor and zm' other subcenitacior or subcontractors jointly, the Ccnuaclor shall permit them to exercise such rights jointly, 135 The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. 116 This Amide shall not be deemed a limitation of any rights or remedies which the Subcontractor may have un- der any' Federal or State mechanics' lien laws or under any applicable labor and material payment bonds unless such rights or remedies are expressly waived by him. Sif"10ICIE 1. TERMIn TIOn 1 <.1 TER++<NATrC"• el tnl S"EiCONIEACTOR - .JJ_Dpr: a .t:,OC Or :r.::.ri% Cit.! .:FC:L" :h:aL:!C iht Ccr•• ::a C1G' :.c: LL•: .^..i dE liirmt �:! :FErE Cr'23 p:GrrdtC C. M!f itttteMe7.:, !`lt❑ lilt SuuL Or.;aC;O' Miv wilhoo: prti. udret :O i-,. Dlne, remedy hr rr.iv Eive. u^yDn sever. add.- :runer der•! v+:.!It,: nutrct 10 lilt CU-;riclor, ;tr:-.:nile 'n! 5u000-.:ri C: ine rtcol•e: icon, :hE Con!raCID: :ab- Men; iC•• i!: !'•C••: executed end 10; an% pr0:✓er. IC:ss re- au!l,np irum !nt SICDriFe C•f the VJCtw, fnc;uding tetSOn- able overhead, prof,: ine dimages. 14.2 TERMINATION* St- THE COt,T4&CTOR 14.2.1 If the Subcontracor persistenlly or repeiledly fails or neglects to carry out the Work in accordance with the Contract Documents or o:herwest'IO perform in ac- cordance with this Agreement and tails within sever. days after receipt of written notice to commence and continue correction of such default or neglect with diligence and promptness, the Contractor may, after seven days follow- - ing receipt by the Subcontractor of an additional written - -notice and without. prejudice to any other remedy he.- may have, terminate the Subcontract and irrrish the Work by whatever method he may deem expedient. If the "unpaid balance of the Contract Sum exceeds the expense of finishing the Work, such excess shall be paid to the Subcontractor, but if such expense exceeds such unpaid balance; the Subcontractor shall pay the difference to the Contractor. = ARTICLE 15 MISCELLANEOUS PROVISIONS, 15.E Terms used in this Agreement which are defined in the Conditions of ,Fie Contract shall have the meanings des- igrtaled in those Conditions. ; 7o3-3he{•o�;rrE=Decw.sA:c,�63c-�ooctilut�tlu�nliral�teL•t:e. + ls•ee.2r D.v.7zrt2Dti�ht S.D^1*�OQ� are li-reei++rheit�-r++dil+t d5ctixwas:�wScJa�raxplieaSl���si�SL _aet_r iorl.dd.1C1? anti A4Ddi- -Fcttarr_�seereiter-rxEvtis+.ei:J•«s-i>�co�uac;oaa.ae.��..,,..+ ,a r^li^�. . .(�r•�ria _Jci_q'T.i,!!?^. tnTLeT.mo�s•r. H.rttnn+rr4G•++4rFrv►L...ry.+.c-LL.. r••-•:.:••_.t ,,.. n�.•iC-LStLKCirfP_•it u'�r_d �,..• .. MMwwrMK[ep,r�i�i,iiruiti.�!w+,—nl�+ri'$rL�rrr r.MARrm•t7 tales l,G'tinr+.hrs grrit.G:+-�- �.s.+K.stl;'.e•ty�JyatOrYs..l 1 This Agreement entered into as of the dzy znd yea: first cs•rinen above. CON i FACTORSUSCONrTRAC" SiDC ��t' DE: `+Orr tt4 i1S. t LID e•:[-.eF. I 1 11r1.� - ry :E �1i•,. ! �t :t ��r/I •+. w,: .1 �. f:CE 9: tS_CE'.: �E`E� ��'lr e. , DOCu.+l+• ..:• ... :tut -.•/ACur-SVbWw`rAACOt wGttlsarM- 4U1 n'1M IDD"101 • A-tl: 1s1 • Atws , , i Or AkCMiLCt., AGpi 1ti5 t. _. npY YOK ntq,. A.l•, , trtiyrvCa On. D C .ILA:" '�.^r.:c rad:vfratnt &wx'�aw•i•,-a:. .. ,.. "•R r'i11:. Th.E ii:"JCE:"Sf C:':EC ; as :'':.Ce z:'EM i0ei: C' Ce11 _ er _!EC ,_riC C om .:a:')v . here %, and arr_ rTG `%tha% Coll_ er Fes? ECtr_ C CC C Ce:":.G?:": Ork ZaC�e , CC_C;'eCC _ Or t:':E EcG! E C C -;.-int\% 1Aod-L:I a a i l Such glory, v;a s O n b e h a 1 l C.i P5odu 1 a:" De ten t f cn i' aC i l _ 1 es 'oursuan t �C the at tcC1�Ed Contact , as amended.' No -wiLhs'CanC? nc the satisfactory complEt-ion Cr such t•?ork, there is presently owing and unpaid S8,019.00. The attached invoice summary shoi•,s the principal amount owing Collier Electric. Interest is also owing at the prime rate plus 2 points as quoted by Mounta�n States Bark of Denver, Colorado. � EXECUTED thisZ ` day of March, 1984. COLLIER ELECTRIC COMPA0%Y _ Jtmes R . Sharp, Viccs President STATE OF COLOP.ADO ) ss. CITY and COUNTY OF DENVER) This affidavit was acknowledged before me this .3 day of March, 1984 by James R. Sharp -as Vice President*.of Collier Electric Company. Witness my hand and official seal. My commission expires iY co wtbsw Exorn Feb. t� 1W✓--�—� ' 74 Pamm street a �/. Notary Pub13 c C.rG re e c C XN/aid ,4 Invoice No. B5235-- U5274 B5 310 B5319 U15408 13 5487 EAGLE COUNTY JAIL Date Amount Date Net 13t-a lance Billed Billed Retainage Paid Invoice owing 8/24/83 3,890.00 389.00 11-16-03 3,501.0n -�}- 9/23/83 46,840.00 4,684.00' 11-16-83 42,156.00 -0- 10-26-83 29,460.00 2,946.00 11-16-83 26,51.4.00 -0- 10-26-83 -0- (81019.00). 81019. 00 81019 - 00 � INTEREST INVOICES FOR BOTH EAGLE COUNTY JAIL AND MODULAR DET61TION FACILITIES 1-25-04 636.30 on outstanding balance of $55,305.30 as of 12-25-83 3-1-84 753.30 ABSOLUTE ASSIGNMENT OF CEDAR VALLEY ELECTRIC, INC. DATED: October 30, 1984 CONSIDERATION: For and in consideration of $ 0 -2) fig, the receipt of which is hereby acknowledged by the undersigned. This amount is accepted as full satisfaction of all rights of the undersigned for the claim hereby assigned, and security therefor. PARTIES TO THE ASSIGNMENT: Assignor, Cedar Valley Electric, Inc., of Gypsum, Colorado, hereinafter referred to as Cedar, hereby assigns and transfers -to Assignee, Mel Simpson Sheet Metal Company, a Colorado corporation, of 126 Hemlock, Fort Collins, Colorado 80525 (in other documents referred to as Simpson Sheet Metal, Inc. and Simpson Sheet Metal Company), hereinafter referred to as Simpson. WHAT IS ASSIGNED: All the right, title and claim of Cedar against each and all of the following: 1. Oil Field Fabricators, Inc., a Colorado corpo- ration doing business as Modular Detention Facil- ities; 2. Simpson and Modular/Simpson, as a supposed joint venture; 3. County of Eagle and the Board of County Commis- sioners of the County of Eagle; 4. St. Paul Fire and Marine Insurance Company; 5. Any other person or entity having a claim by, through or under Cedar; arising and unpaid from furnishing labor, materials, team hire, sustenances, provisions, provender, or other supplies used or consumed in connection in the manufacture, installation or connection of the temporary jail detention facilities of Eagle County, under contract with Modular Detention Facilities, dated on or about June 20, 1983, as subsequently modified. ASSIGNMENT OF SECURITY AND OTHER SOURCES OF PAYMENT FOR SUCH CLAIM: Cedar also assigns and transfers to Simpson any and all security and any other source of payment for its claim, including without limitation, the funds held by the County of Eagle pursuant to the provisions of 38-26-107, C.R.S., aggregating in total for all verified claims filed $56,300.00, and all claims Cedar has against any other person, entity or funds in connection with its claim, including claim under labor and materials bond and performance bond, executed by Modular Detention Facilities, as principal, and St. Paul Fire and Marine Insurance Company, in connection with this project, and any claim against the County of Eagle. ATTACHMENTS: A complete statement of all claims of the undersigned in connection with said project, with any credit thereon, and under such bonds is attached hereto as Exhibit A, and the con- tract under which such items are payable is attached as Exhibit B. The undersigned guarantees the correctness of Exhibit A and warrants that there are no offsets or counterclaims existing whereby the amount shown by said Exhibit A can be reduced, and that the undersigned has fully performed said contract in accor- dance with the terms of Exhibit B, and there are no modifications or changes in said Exhibit B, unless attached hereto. The undersigned agrees, at its expense, when requested by Simpson, to supply such evidence which may be required to support and prove in Court, or in any other proceeding, the claim evidenced by Exhibits A and B in the full amount thereof. The undersigned shall not be responsible for any attorney fees of Simpson, or Court Costs, and does not guarantee collection. THIS IS AN ABSOLUTE ASSIGNMENT: By this assignment, the undersigned has transferred and assigned to Simpson any and all claims evidenced by Exhibit A, and under said contract as Exhibit B, as an absolute assignment, without right hereafter to accounting or benefit from the col- lection of the assigned claim. - 2 - DIRECTION FORTHWITH TO PAY OUT RETAINAGE TO SIMPSON: The undersigned hereby directs the County of Eagle to forthwith pay over to Simpson the amounts claimed by the under- signed under verified claim filed with the County of Eagle on or before June 18, 1984. SURRENDER OF ANY CLAIMS AGAINST SIMPSON: Cedar hereby acknowledges full receipt and satisfaction of any claim it has against Simpson. Cedar will promptly dismiss without prejudice its claim against defendants in Civil Action No. 84C308, now pending in the District Court of the County of Eagle. Dated the day and year first above written. CEDAR VALLEY ELECTRIC i By• ' - 3 - ABSOLUTE ASSIGNMENT OF MICHAEL D. FOONDLE DATED: October 30, 1984 CONSIDERATION: 3� For and in consideration of $ �.�2, the receipt of which is hereby acknowledged by the undersigned. This amount is accepted as full satisfaction of all -rights of the undersigned for the claim hereby assigned, and security therefor. PARTIES TO THE ASSIGNMENT: Assignor Michael D. Foondle, of , hereinafter referred to as Foondle, hereby assigns and transfers to Assignee Mel Simpson Sheet Metal Company, a Colorado corporation, of 126 Hemlock, Fort Collins, Colorado 80525 (in other documents referred to as Simpson Sheet Metal, Inc. and Simpson Sheet Metal Company), hereinafter referred to as Simpson. WHAT IS ASSIGNED: All the right, title and claim of Foondle against each and all of the following: 1. Oil Field Fabricators, Inc., a Colorado corpo- ration doing business as Modular Detention Facil- ities; 2. Simpson and Modular/Simpson, as a supposed joint venture; 3. County of Eagle and the Board of County Commis- sioners of the County of Eagle; 4. St. Paul Fire and Marine Insurance Company; 5. Any other person or entity having a claim by, through or under Foondle; arising and unpaid from furnishing labor, materials, team hire, sustenances, provisions, provender, or other supplies used or consumed in connection in the manufacture, installation or connection of the temporary jail detention facilities of Eagle County, under contract with Modular Detention Facilities, dated on or about June 20, 1983, as subsequently modified. k& ' • ` � `vim ASSIGNMENT OF SECURITY AND OTHER SOURCES of PAYMENT Fnu SUCH CLAIM: Foondle also assigns and transfers to Simpson any and all security and anyother source of payment for its claim, including without limitation, the funds held by the County of Eagle pursuant to the provisions of 38-26-107, C.R.S., aggregat- ing in total for all Verified claims filed $56,300.00, and all claims Foondle has against any other person, entity or funds in connection with its claim, including claim under labor and materials bond and performance bond, executed by Modular De- tention Facilities, as principal, and St. Paul Fire and Marine Insurance Company, in connection with this project, and any claim against the County of Eagle. ATTACHMENTS: A complete statement of all claims of the undersigned in connection with said project, with any credit thereon, and under such bonds is attached hereto as Exhibit A, and the con- tract under which such items are payable is attached as Exhibit B. The undersigned guarantees the correctness of Exhibit A and warrants that there are no offsets or counterclaims existing whereby the amount shown by said Exhibit A can be reduced, and that the undersigned has fully performed said contract in accor- dance with the terms of Exhibit B, and there are no modifications or changes in said Exhibit B, unless attached hereto. The undersigned agrees, at its expense, when requested by Simpson, to supply such evidence which may be required to support and prove in Court, or in any other proceeding, the claim evidenced by Exhibits A and B in the full amount thereof. The undersigned shall not be responsible for any attorney fees of Simpson, or Court Costs, and does not guarantee collection. THIS IS AN ABSOLUTE ASSIGNMENT: By this assignment, the undersigned has transferred and assigned to Simpson any and all claims evidenced by Exhibit A, and under said contract as Exhibit B, as an absolute assignment, without right hereafter to accounting or benefit from the col- lection of the assigned claim. - 2 - N, Illow" DIRECTION FORTHWITH TO PAY OUT RETAINAGE TO SIMPSON: The undersigned hereby directs the County of Eagle to forthwith pay over to Simpson the amounts claimed by the under- signed under verified claim filed with the County of Eagle on or before June 18, 1984. SURRENDER OF ANY CLAIMS AGAINST SIMPSON: Foondle hereby acknowledges •full receipt and satisfac- tion of any claim it has against Simpson. Dated the day and year first abc written. MICHAEL D. FOONDLE j By: /(l/� .11. L' 41311alled D k of FL C6 gas Yj So. Cotlega Avenue r: Collins, CO 80524 $1 -11CO i l i Advising Bank �I �l °f 5, a,-----�-- Beneficiary Board of County Commissioners of the County of eagle, Colorado. c/o County Attorney 11P. 0. Box 850 Fac-1 r n1 nracln 191431__ �- Irrevocable S rt `l I Credit TX _Ht 1-1 Place of issue Date of lss,•L Ft. Collins, C010rleo September 19, 1984 Credit Number of issuing bank 349 Applicant Simpson Sheet Metal, Inc. 120 Jemlocic Fort Collins, CO. 80524 of a.':disirtg bank Amount Fifty-three 'Thousand six hundred and. no/10 --------------------------------(US $53 , 600.0 Expiry Date 9-15--86 in Ft. Collins , CO ;or negotiation We hereby issue this irrevocable credit 71 which is available against beneficiary's draft(s) at sight Ctawn on United Bank of Ft. ,Coilins, N.A. bearing the clause: "Drawn under irrevocable credit No. 349 "accompanied by the following documents: A Statement' signed . by authorized representative of the Board of County- Commisioners of the County of Eagle-, Colorado, . to- the -effect that they are entitled to draw upon the credit. Other terms: This credit shall be deemed automatically extended without amendment V) U � CS 0 M C. N o O Z m r 20 b- Q Q . V a� ca b E o 00 E Uo EU $ o c D.0 E o C, L o U r ©_ 0 Z) a c` c o .� c 0 o� 0 O m � 40 ti A v for one year from the present or any future expiration.date hereof, -- unless sixty (60) days prior to any such date we shall notify you by registered letter that we elect not -to consider this credit renewed for such additional_ one-year period Under this- 'provision, this credit.will expire in full and finally on September 15, 1987, for presentation, We hereby agree tohonor each draft drawn and in compliance with the terms of this credit if duty presented (together with the documents as specified) at this office on or before the expiry date. United Bank of Ft. Collins National. Association AuthorIZ84 gnatura Issuing Bank Indications of the advising bank This Is an irrevocable credit of the above mentioned issuing bank and is transmitted to you without any responsibility or engagement on our part. Place, date, name and signature of advising bank. FORM 10-29 ��'7::t173: ��l���lyar".Ll.�...-•�ir�ry� ��.,.rF�+YIrSfX,r..a...�ie'yi� ""1...' ' ,c' y i � ,:-�.�:i�f��'..�tc` Letter of Arlen -ent >e f —1 / 13 i T UnRed Sank of Ft. Col �•' So. Collage Avenue F', Collins, CO 00524 -=Z-t 100 Advising Bank Beneficiary ---- _j Board of County Co.:missioners of the County of Eagle, Colorado air E c/o County Attorney P . 0. Box 850 Ea4= , Colorado 81631 The above mentionad letter of credit is amended as follows: All other terms and conditions remain unchanged. Place of Issue pate of Issue I Ft. COMM, Colorado = October 24, 1984 s Letter of Credit Number f of issuing bank of advising bank #349 Applicant Simpson Sbeet Metal, Inc. I 120 Hemlock: Fort Collins, Co. 80524 is This 'erer of amendment is to be considered as a part of the above letter of credit and must be attached thereto. The advising bank is requested to notify us promptly if this amendment is not accepted by the beneficiary. Indications of the advising bank United Bank of Ft. Collins Natio al Association Authorized signature Issuing Bank The beneficiary is requested to notify us promptly of the acceptance or non -acceptance of this amendment. Place. date. name and signature of the advising bank. FORM 10-22 ST. PAU L F I R I an d M AR IN L ; $AINr PAut. M1114NESOIA � EX 11-i 16 11 T T . LABOR AND MATERIAL PAYMENT .BOND Approved by The American Institute of Architects A.I.A. Document No. A-311 Sept, 1963 Edition , �� Phis bond is iaSUCd sinsU11311eously with another bona in favor of the owner conditioned for the cull and faithful performance of the eontraSt. K.\'Old' AIL .11 E.\' BY THESE- I'I�I_� S 1� NTS. 'That.... nl.....`..l`. �1r1...Fabricators , ,..Inc.... a Colorado • . ,orporacioo dba Modular Detention Facilities/Site gon Sheet ,fetal, Inc.,..a Joint Venture, ......................................................................................:.. .-C r L"'CJ L I•inS•;'• Colorad (I-lerc.isirert.the slams: and .iddress or legal title cif the Cuntracior) as Principal, hereinafter called Principal. and, ST. PAUL FIRE AND AlARINI'• INSURANCE COMPANY, a corporation o:,aniz.d under the laws of the State of hlitlnesuta, with its fiurne: Off ice in the City of St. Paul, Minnesota, as Surety, h: rcina i ter called Surety, are held and firmly bound unto ' ofF.� le State of Colorado...............................................!............................-............................. ...--•---.....X..............�......�....................._...._..........._................................ ...................................._..................•--....................•..... .f�.....---•......................... ............................... sort t dine asld address or Iltitle ofthe Owner) as Obligee, hereinafter called Owner, for the use: and benefit of claimants as hereinbelow defined, in the amount of Five Hundred S•ixty•Three Thousand and no/l00 `•.••••,,.Dollars (5.56...,000.00........ _ (11crcinsert a .um equal to at least orte-halt of •the contract price) fur the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. - WHEREAS, Principal has by written agreement dated... .... ........... .....:.......... .............. .............. 19.B3., entered into a contract with Owner for. .... the.-manufacr>ara-•oC- tt?R143O><:.lxy •jiai•l..•.Eaci•Lity,• :dQ•1.iuQ>cy-•to .......... .,:_-lee-'. ..si.ta••aid-:i sea-1.l�tiol,�•=arc1.-cartnect:ion• of - lacil,i ................................................... ..... . in accordance with drawings and specifications prepared by..,Dr-liaru.i.a E....fCrl5lde.11,..P.rofp-s.siom.L._....... . ._._.....�:. inr:er.;::.�S3b:.F eedan.-.Lane:,...F rt:..03llins.;.•.00.:.80526......:..........................:........:.....:.............:...:....._......... (!lyre ut%crt fuel narnc.tml�'and aJdrdt») • d%hich contract is by reference made a part hereof, and is hereinafter rcfcrred to :1S the: C:ontraet. NOW. THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if 1'rinCip.11 shall promptly make payment as all claimants as hereinaficr defined, for all labor and material used or n:a%onably rctluired for use in the performamCe of the Contract. then this obligation shall t:c void. otherwise it shall remain in full force avid effect, aubicct, however, to the fallow,"S cotlditiults: 1. A claimant is defined as one having a direct cuntract with the work or l.rbot was done or performed. Such notice shalt be served by V:incipil or with u subcontractor of the Principal for labur, tuatcrial, inading the same toy rog6tered mail or certified mail, po,tsge prepud, .3r both, used or reasonably required for use in the perfurinanct: of the in an envelope addressed to the Principal, Owner or Surety, at any .oniract, labor and rnateriA being constrtied'to include that part of place where an ull{ce is reltularly tnatittained for the transaction of .water. gas, power, light, heat, oil, gasuline, tcicphome service or rental busuiess. or served in any tuanner in which legal process nsay be served ut equipment directly applicable to the Contract. in the state in which the aforesaid project is located, save that such ?. The rbove named Principal and Surety hereby jointly and service herd not he matte by a public officer. .scvenlly agree with the Owner that every claimant as herein defined. b) After the expiration of one (1) year following the date on which :.nu h.s not been paid in full before the: expiration of a herwd of Princip.il ceased work on said Contract, it being understood. however, n,ncty tvt)) .fay* after the date on which the last of such claimant's work that if any Iitmit.,liun embodied in this band is prohibtted by any law .•r labor war dune or perfurincd, or matunal► were: ItiriiincCd by such cuatrolillig 111e C011btttsctitsn Iiefel)f such limitation shalt bo daemcd to tlaiinant, MAY sue on this bond for the use of suck claimant, prosrcutc be alownded so sir to ba equal to the; inininium pe:tiud of limitation t::e suit to final judgment for such susn or sums as may he iti,tly due pernitited by such late. :iaimant, and have execution thereon. The owiler shall nut he liable c) Unc�r than in a state cdur[ of competent jurisdiction in and'for for the payment of any costs or expenses of any such suit. the cuumv or other political subdivision of the state in which the pro- 3. No suit or action shall be commenced hereunder by any claimant: feet. or any part thereof. is situated. or in the United• States lUistnct a) Unlcos claimant, other than one !laving a direct contract with Cuurt for the district in which the: ptoluct, or any part thcrcof, is situ - the Principal. shall havc given written notice to any two of the followill ated, and not elsewhere. he Pr+ncipal, the Owner, ur the Surety above named, within ninety 4. The amount to( this bond shall be reduced by and to the extent days after such elaim3nt did or perfurmed the List of the w.)rk or of any payment or paysisents made in�g.wd faith hereunder, ineltisive .our, ur lurni%hed the last of the materials for which said claim is of th.: paysnenr by 5tercty of mechanics' liens which map be tiled ill :-jade, %citing with substantial accuracy the antous►t claimed and the usrtle record against said improvement. wisdthcr or not claim t.;t the araat•"I .,t Ines parry to whom the materials were furnished. or for whous the of such li-a be prescr;tcd un.lur wind against this band. Signed and scaled this ..................................................... ........................... y ..............July......................_...............................A. D. 1 � s .da of . t�..,......3s In the presen'e of: .ii��.�,:`{�?��.........(Seali (�'`�"`i�'al) t I r ...:.!.. l ....... ....... �:.r.a._. �w.`.:.............__...._._........._...... !'r in.. i (?�l l ........ .. �...... .�..an.S:.�.trl.. � : .................. St. Paul Fire and Marino Insuraneo Company !Se .11. '• .• 1 yu 'ts•'l ..�..............................ci1..L.............................................. 11761 PLU tcev. •.rat Printed wish permission of file Aineiscon lnsfihite of Architects 16 „" .; �a � •' f► :�.A,p� ,Cy ,- s•. .•wrtf••i�.,n:..�el� r�J10��: M'tf • r •� �•,�. . ..., .��.T"sw+1 WT ►s`M• "� •".^-IJ.�,�i:'i� nay M•tii f•. M M �'r''.t� r•^'�• • = • • �. �� .TMIY w wr ~. •. x M ,,,�xHiQiT ,7- 81 PAUL F1RE and MARIN E �la,7,Z? z W F-, SAINT tAUL. miNNESOrA PERFORMANCE BOND Approved by The Amerie3n Lrutitute of Architects, A.I.A. Documcnt No. A. 311 Scpt.1963 Edition A j L WEN BY THESE PRESENTS. Th3t.fizl..Fje] - .Fa bricators.,._.inc_.,-..a._Colorador......... C-fors t ion dba;orlular.Deten_tion Facilities S' _ _ meson Sheet titeals- Inc. a Joint ............eturi .CO -�O1OI�'c1Li0 .(Here insert the rsarrte-and Addrey3 or le�l title of ... .... _ ) ""'t"_ -- tha Coritrxctor�- r:' efts., he.cinaf to c-sllcd Contractor, and, ST. PAUL FIRE: AND MARINE INSURANCE COMPANX a co t:�: azcd ^3er the I3w3 of the State of _ rporation R-iinncsota, with its I-Io ne Office. in the Ci.y of St. Pau}, Minnesota, herc:n.af:cr called Surety, arc held and firmly bound unto as Surety, County of Eagle, State of Colorado .........................................................................-.............................................._.........._,_.._� •--------......,............ ................................................. ama..••.s i..................S:tieof tap�t}timrrj ............................................:....._.... (ilers Insertthe manna and addtYsa or c as ati ,ce, htrcin3fter called Owner, in the amount of..... �jye.jj red. Six Three Thousand arld ••.._•• • • ••+I............................................. _•-_. _w__. _•...- •.............• _•...... w__•MMM�wwr_ .r��1 �L_.. ................................ .......... �. .563 000. ........................ _.............._._.........._._...Dollars : CS....�...... ' ....�... for t c FafineC=: whereof Can:r3ctor and Surety bind themselves, their heirs, executors, administ • a;sss►t;, jo:; ;ly and severally, firmly by thtsc presents. rotors, st~ccssors and IiEREAS, Contractor has by wry ten agree en dated. June .20th _ en;c:cd icto a conic the manu`tacture o we: "^o=a i' - j -- it.... - ..Ic a. tact with Dlvner for ............._........• . ail lacil y ...del. .............. ..., • . ...w...•......•.y....H_Y•• _•.•...y_.. lve - a" tc.,---an(Lirmta ll.a ti�u..arzd...c4nRecti.cxt..af_........_._....._......_.............................�..........._._... �A ._facx.l...tytr.... drawings and specifications prepared by.D- F_...___•.�•........................................................._._._ to accordl:.cc with dmwi. s �'zA..,..__�iswell. � -- -. roEessioaaj..Engineer-, ........- ? 53--.Er�eecEaa.Zane,..Eort..Gollins,,..CU. $Q526.......................- (Here insert full n=*, title and sddrsss)� -- -. «'r:ch contract is by reference made a part hereof, and is hereinaftcr referred to a3 the Contract. NOW. Ti•{= CFO;I<• THE CO14D)TIO?4 OF THIS OBLIGATION is such that, it Contractor shall promptly and faithfull them t_'tis obiiyation shall be null and void; otherwise it shall remali. to full fares" elf ect, TZ'-Y P'r`oress said Contract. Sur--f hereby Waives notice of any alteration or extension of arranged under this parx3=ph suti3eient funds xa ti.•r:e =2dc by pie Owner. ) pay the cost of earn- pletion Iess the balancw of the contract prices but trot excsadin;, Cor.t=ctor shall be, and docisrcd by Owner to be In UI)Ctu"''=x other costs and d,snaRcs for which the Surety rosy bt liable del;us under the Contract, the Owner having Parforraed Owner's berm-Zer, the amount set forth In the fir=t pxn.Vraplt hereof. ids term oblidxtions t'ercundcr. the Surety Bray promptly remedy the default, ~balance of tha contract price,^ as used in this parssraph, shall rac*n or sI-a:l promptly the tall amount payable by Owner to Contractor under the Contract I) Catr-;:1 ;e the Contract in accordance with its terms and condi- and any s2. mendrncnq the:eta, )cis the amount properly paid by Owner tiocs:, o: I co Contractor. or Obtain a bid or bids for submission to Owner for eomplsting the f:onznct in accordance with Its terms and conditions, and upon Jerermi~zation by Owner and. Surety of the lowest responsible bidder. orsaru;e for a contract between such bidder and Owner, and tnaki sysil>>Sc ss uoark progresses tcvrn thouah tharn should be a default ar a succcssiaa of dclsults under the contract or contracts of completion Any suit under this bond must be instituted before the expiation Of two W years from the Batt on which finAl payment under the con- tract fills dust. ' No rtxht of action shall accrue on this bond to or for tbt use of any parson or corporation other than the Owner named herein or the heirs, ex vutors• administrator*. or successors of Owner. Sigr:ed and Sr_3led this........,-..Sth vf.. »...._N.... July 83 .....................................d3y ............�...._ .............:.A. D. ....._ 1 In t2:c presence o •. ►' ' ... Edward H. phillipprtncip s(- Principal - - ri'ltle) • 1 St. Paul Fire brine Insuraneo Company (Seal) �r • (Sdre �) / ..... -•LIL ............. By .. .... _ - C,--•- ...._....- .. Arco ct A : z:or ',; w .•�.s';;,� 7 '.••...'?+' Drmterj with vermi»ien of the Am&rarer 1n.1*►r,t...,f