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HomeMy WebLinkAboutbocc.con.095.2015 7 t:, 9 er IN Pitkin County Contract Cover Sheet Please complete the Contract Cover Sheet when the contract is completed and signed by Contractor and Pitkin County Project Manager. Return all Contract Cover Sheets and Contracts/Change Orders/Amendments to Procurement (procurement_help(c,pitkincounty.com). Any contracts$50,000 and over will be routed for signatures to County Manager and Attorney's Office(if required)by Procurement&Contracts Manager. Contract Information Contract Number . ° 095-2015 Project Name Fuel Site Monitoring Equipment Contractor ` Eaton sales and Services Budget Line Item 110.52.92400.86617 Additional Budget Line Item(s) Click here to enter text. and special notes to Finance Contract.Start Date 8/12/2015 •Contract End Date` 4/1/2016 Automatic Renewal Yes ❑ No© If Construction:Retainage Click here to enter text. If this is a new contractor,please request they complete and submit to Finance a W-9 Form. Contact Information: Department Fleet Managment Project Manager Jonah Frank Project Manager 920-5393 Phone , Provide a brief description of the contract: Install fuel tank monitoring equipment. Contract Value Summary: Contract Amount 106,900.00 This Change order/Amendment,amount(if applicable) New Contract Total Procurement Method: None ❑ Informal Formal ❑ Sole Source ❑X Emergency LI Contract Renewal LI Contract Type: Services/Maintenance ❑ Construction ❑X Goods,Equipment, Supplies Change Order/Amendment❑ Other, please explain ❑ Click here to enter text. NOTE: CLERKS OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST. Service Contract#095-2015 7/13/15 Budget Line Item#110.52.92400.86617 y PITKIN COUNTY CONSTRUCTION CONTRACT Fuel Site Monitoring Equipment Install THIS CONTRACT, made this 12th day of August 2015, by and between the Board of County Commissioners of Pitkin County, Colorado, (hereinafter called the "County") and Eaton Sales & Service, 556 25 Road, Grand Junction, CO 81505 (hereinafter called the "Contractor") to perform the following work: Fuel Site monitoring equipment install ("Project"). I. Term of Contract. The term of this contract is from August 12th, 2015 to April 1st,_ 2016. II. Scope of Work and Work Schedule. A. 3 Pitkin County Fuel site will be getting upgraded with Fuel tank, and leak detection equipment, Veeder Root systems. Fleet Shop,New TLS system to be mounted in the fuel shed in a heated box, Communications wires to run to the EJ Ward system, Eaton will provide a new DEF pumping system. System will be installed by customer. Electrical to be done by Eaton. Airport,New TLS system to be mounted in-between the fuel tank and generator, in a heated box at the airport fuel site with communication to the EJ Ward system. Landfill,New TLS system to be mounted next to the EJ Ward Terminal in a heated box with communication to the EJ Ward system. Also a new dispenser, pumps and pulsars will be installed to track fuel thought the EJ Ward system. Please refer to the attached documents, Attachment 1, 2, 3,4, 5 and 6 B. All work performed under this Contract shall be done according to the following work schedule: Monday- Friday 7am-4PM,No Holidays. III. Payment. The County agrees to pay, and the Contractor agrees to accept, in full payment for the performance of this Contract, the total price of One hundred and six thousand, nine hundred and nighty Dollars ($106,990.00) in accordance with this Contract, subject to increase 1 or decrease in accordance with the provisions of this Contract; but any payment by the County may be offset by any amount the Contractor owes the County for any reason. A. Payment Procedures. 1. Contractor shall submit applications for payment every week for work done to date. 2. Progress payments for Contracts exceeding one hundred fifty thousand dollars($150,000). a. County shall make progress payments, within thirty (30) days of County's approval of Contractor's pay request. b. In accordance to amended Section 2 24-91-103, C.R.S. For contracts exceeding one hundred fifty thousand dollars ($150,000) and if the Contractor is satisfactorily performing this contract, progress payments shall be in an amount equal to ninety percent (95%) of the calculated value of completed Project work. If, in the opinion of the Procurement Officer and County, satisfactory progress is not being made on the Project, or if claims are filed under Section 38-26-107, Colorado Revised Statutes, as amended, County may retain such additional amounts as County may deem necessary to assure completion of the Project or to pay such claims and any Procurement Officer's and attorney's fees reasonably incurred or to be incurred by County in defending or handling such claims. The withheld percentage of the Contract Price shall be retained until the Project is completed satisfactorily and finally accepted by County in accordance with the provisions of this Contract. Progress payments shall not constitute final acceptance of the Project. B. County shall make final payment, including release of retainage, to Contractor in accordance with this Contract and Section 38-26-107, C.R.S. and Section 24-91-103, C.R.S., as amended, IV. Contractor's Obligations. A. Supervision and Superintendence. 1. The Contractor shall supervise and direct the Project competently and efficiently devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Project in accordance with this Contract. The Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures of construction. The Contractor shall be responsible to see that the finished Project complies accurately with this Contract. 2. The Contractor shall appoint and identify to the County and Procurement Officer, a competent on-site superintendent to be kept on the Project at all times during its progress and who shall not be replaced without written notice to the County and the 2 Procurement Officer except under extraordinary circumstances. The superintendent will be the Contractor's representative at the site and shall have authority to act on behalf of the Contractor. All communications given to the superintendent shall be as binding as if given to the Contractor. B. Subcontractors, Suppliers and Others. 1. The Contractor shall not employ any subcontractor, supplier or other person or organization (including those acceptable to the County and the Procurement Officer, whether initially or as a substitute) against whom the County or the Procurement Officer may have reasonable objection. 2. The identity of subcontractors, suppliers or other persons or organizations including those who are to furnish the principal items of materials and equipment must be submitted to the County in advance of any work performed or materials supplied under this Contract for acceptance by the County and the Procurement Officer. No acceptance by the County or the Procurement Officer of any such subcontractor, supplier or other person or organization shall constitute a waiver of any right of the County or the Procurement Officer to reject defective Project work. 3. The Contractor shall be fully responsible to the County and the Procurement Officer for all acts and omissions of the subcontractors, suppliers and other persons and organizations performing or furnishing any of the Project work under a direct or indirect Contract with Contractor just as Contractor is responsible for Contractor's own acts and omissions. Nothing in this Contract shall create any Contractual relationship between the County or the Procurement Officer and any such subcontractor, supplier or other person or organization, nor shall it create any obligation on the part of the County or the Procurement Officer to pay or to see to the payment of any moneys due any such subcontractor, supplier or other person or organization except as may otherwise be required by laws and regulations. 4. All Project work performed for Contractor by a subcontractor will be pursuant to an appropriate Contract between the Contractor and the subcontractor which specifically binds the subcontractor to the applicable terms and conditions of this Contract for the benefit of the County and the Procurement Officer. C. Patent Fees and Royalties. The Contractor shall pay all license fees and royalties and assume all costs incident to their use in the performance of the Project or the incorporation in the Project of any invention, design, process, product or device which is the subject of patent rights or copyrights held by others. Contractor shall indemnify and hold harmless the County and the Procurement Officer and anyone directly or indirectly employed by either of them from and against all claims, damages, losses and expenses (including attorney's fees and court costs) arising out of any infringement of patent rights or copyrights incidental to the use in the performance of the Project or resulting from the product or device not specified in this Contract, and shall defend all such claims in connection with any alleged infringement of such rights. 3 D. Permits. Unless otherwise provided in this Contract, the Contractor shall obtain and pay for all construction permits and licenses. The County shall assist the Contractor, when necessary, in obtaining such permits and licenses. The Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Project. The Contractor shall pay all charges of utilities for connections to the Project, and the County shall pay all charges of such utility owners for capital costs related thereto such as plant investment fees. E. Laws and Regulations. The Contractor shall be familiar with and shall comply with all federal, state, and local laws, ordinances, rules, and regulations applicable to furnishing and performance of the Project including rules, regulations, and ordinances the County promulgates at any time. Except where otherwise expressly required by applicable laws and regulations, neither the County nor the Procurement Officer shall be responsible for monitoring the Contractor's compliance with any Laws or Regulations. F. Taxes. The Contractor shall pay all existing and future applicable federal, state and local sales, consumer, use and other similar taxes whether direct or indirect. Federal excise tax may not apply to materials purchased by the County. The Contract price shall include all other federal, state, and/or local direct or indirect taxes,which do apply.The Contract price shall include the cost of compliance with all other Federal Laws and Regulations at no additional cost to the County(except as provided in this Contract).The Contractor shall not be reimbursed separately for any taxes, which may apply except as provided in this Contract, and the Contractor shall be responsible for all taxes, which may apply. The County is tax exempt from Federal Excise Tax and Colorado State or local sales or use taxes. The Contractor and its subcontractors shall apply to the Colorado Department of Revenue for a Certificate of Exemption indicating that the Contractor or subcontractor's purchase of construction material or building materials is for use in a building, structure, or other public work owned and used by the County. G. Use of Premises: 1. The Contractor shall confine construction equipment, the storage of materials and equipment and the operations of workers to the Project site and land and areas permitted by this Contract, law, ordinances, and permits. The Contractor shall assume full responsibility for any damage to any such land or area, or to the County or occupant thereof or of any land or areas contiguous thereto, resulting from the performance of the Project. Should any claim be made against the County or the Procurement Officer by any such owner or occupant because of the performance of the Project, Contractor shall promptly settle with such other party. The Contractor shall, to the fullest extent permitted by Laws and Regulations, indemnify and hold the County harmless from and against all claims, damages, losses and expenses (including, but not limited to, fees of engineers, architects, attorneys and other professionals and court costs) arising directly, indirectly or consequentially out of any action, legal or equitable, brought by any such other patty against the County or the Procurement Officer to the extent based on a claim arising out of the Contractor's performance of the Project. 2. During the progress of the Project, the Contractor shall keep the premises free from accumulations of waste materials, rubbish and other debris resulting from the Project. At the completion of the Project, the Contractor shall remove all waste 4 materials, rubbish and debris from and about the premises as well as ail tools, appliances, construction equipment and machinery, temporary structures, stumps or portions of trees, and surplus materials, and shall leave the site clean and ready for occupancy by the County. The Contractor shall restore to original condition all property not designated for alteration by this Contract. 3. The Contractor shall not load or permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall the Contractor subject any part of the Project or adjacent property to stresses or pressures that will endanger it. H. Safety and Protection. 1. The Contractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Project. The Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: a. All employees in the Project area and other persons and organizations who may be affected thereby; b. All the Project materials and equipment to be incorporated therein, whether in storage on or off the site; and c. Other property at the site or adjacent thereto, including trees, shrubs, lawns,walks, pavements, road-ways, structures, utilities and underground facilities not designated for removal, relocation or replacement in the course of construction. The Contractor shall be required to assume sole and complete responsibility for job site conditions during the course of construction of the Project, including the safety of all persons who may enter on the job site for any reason and the security of all property located on the job site. This requirement shall apply at all times during the courses of the Contract and not only to normal Project work hours. 2. The Contractor shall at all times conduct the Project in such manner as will incur the least practicable interference with traffic and existing utility systems. No section of any road shall be closed to the public, nor any utility system put out of service except after permission, has been granted by the Procurement Officer. Each item of the Project shall be prosecuted to completion without delay and in no instance will the Contractor be permitted to transfer its forces from an uncompleted Project to a new Project without prior written notification of the Contractor to the Procurement Officer. • Unless this Contract specifically provides for the closing to traffic of any local road or highway while construction is in progress, such road or highway shall be lcept open to all traffic by the Contractor. The Contractor shall also provide and maintain in a safe condition temporary approaches, crossings, or intersections with roads and highways. The Contractor shall bear all expense of maintaining traffic over the section of 5 road affected by the Project to be done under this Contract, and of constructing and maintaining such approaches, crossing, intersections and any necessary features without direct compensation, except as otherwise provided. The Contractor shall provide, erect and maintain all necessary barricades, signs, danger signals and lights to protect the Project and the safety of the public. The Contractor's responsibility for necessary barricades, signs, and lights shall not cease until the Project has been accepted. 1. Shop Drawings and Samples. 1. After checking and verifying all field measurements and after complying with applicable procedures specified in this Contract, the Contractor shall submit to the Procurement Officer for review and approval in accordance with the approved schedule of shop drawing submissions, three (3) copies (unless otherwise specified) of all shop drawings, which will bear a stamp or specific written indication that the Contractor has satisfied the Contractor's responsibilities under this Contract with respect to the review of the submission. All submissions will be identified as the Procurement Officer may require. The data shown on the shop drawings will be complete with respect to quantities, dimensions, specified performance and design criteria, materials and similar data to enable the Procurement Officer to review the information as required. 2. The Contractor shall also submit to the Procurement Officer for review and approval with such promptness as to cause no delay in Project, all samples required by this Contract. All samples will have been checked by and accompanied by a specific written indication that the Contractor has satisfied the Contractor's responsibilities under this Contract with respect to the review of the submission and will be identified clearly as to material, supplier, pertinent data such as catalog numbers and the use for which intended. 3. Before submission of each shop drawing or sample, the Contractor shall have determined and verified all quantities, dimensions, specified performance criteria, installation requirements, materials, catalog numbers and similar data with respect thereto; and reviewed or coordinated each shop drawing or sample with other shop drawings and samples and with the requirements of the Project and this Contract. 4. At the time of each submission, the Contractor shall give the Procurement Officer specific written notice of each variation that the shop drawings or samples may have from the requirements of this Contract, and, in addition, shall cause a specific notation to be made on each shop drawing submitted to the Procurement Officer for review and approval of each such variation. 5. Where a shop drawing or sample is required by the specifications, no related Project work shall be commenced prior to the Procurement Officer's review and approval of the shop drawing or samples. 6 6. The cost of furnishing all shop drawings and samples shall be borne by Contractor. V. Performance and Payment Bond. A. Contractor shall furnish a performance and payment bond in the amount of one half of the total Contract value for all Contracts over$50,000,as required by C.R.S. § 38-26-105, et seq. All Bonds shall be in the form acceptable to the County. All Bonds signed by an agent must be accompanied by a certified copy of the authority to act. B. If the surety on any Bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in any state or it ceases to meet the requirements of paragraph A of this Section, Contractor shall within five (5) days thereafter substitute another Bond and Surety, both of which must be acceptable to the County. VI. Indemnity. A. The Contractor agrees to indemnify, hold harmless and, not excluding the County's right to participate, defend the County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, volunteers, and any jurisdiction or agency issuing permits for any work included in the project,hereinafter referred to as indemnitee, from all suits and claims, including attorney's fees and cost of litigation, actions, loss, damage, expense, cost or claims of any character or any nature arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances,regulation, law or court decree. It is agreed that the Contractor will be responsible for primary loss investigation,defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the County its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. B. The Contractor further shall investigate, process,respond to, adjust,provide defense for and defend,pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless,false or fraudulent. VII. Insurance. Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The policies shall include,or be endorsed to include,the following provision: On insurance policies where the County is named as an additional insured, the County shall be an additional insured to the full limits of liability 7 purchased by the Contractor even if those limits of liability are in excess of those required by this Contract. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Contract by the Contractor, its agents, representatives,employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3)years after completion of the project. A. Coverage and Limits of Insurance: Contractor shall provide coverage with limits of liability not less than those stated below. An umbrella and/or excess liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a"following form"basis. 1. Statutory Workers' Compensation: Colorado statutory minimums a. Policy shall contain a waiver of subrogation against the County. b. This requirement shall not apply when a contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A(Workers' Compensation) Statutory Coverage B (Employers Liability) $ 500,000 $ 500,000 $ 500,000 2. Commercial General Liability--ISO 1CG 0001 form or equivalent (With County named additional insured) Minimum Limits: General Aggregate $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 Each Occurrence Limit $ 1,000,000 Personal/Advertising Injury $ 1,000,000 Fire Damage(Any One Fire) $ 50,000 Medical Payments(Any One Person) $ 5,000 Coverage to include: • Premises and Operations 8 • Explosions, Collapse and Underground Hazards e Personal/Advertising Injury o Products/ Completed Operations ® Liability assumed under an Insured Contract(including defense costs assumed under contract) ® Independent Contractors ® Designated Construction Projects(s) General Aggregate Limit, ISO CG 2503 (1997 Edition or equivalent) o Additional Insured—Owners, Lessees or Contractors Endorsement,ISO Form 2010(2004 Edition or equivalent) ® Additional Insured—Owners,Lessees or Contractors Endorsement,ISO CG 2037 (2004 Edition or equivalent) ® The policy shall be endorsed to include the following additional insured language on the Additional Insured Endorsements specified above: "County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials,trustees, employees, agents, and volunteers named as an additional insured with respect to liability and defense of suits arising out of the activities performed by, or on behalf of the Contractor, including completed operations". 3. Auto Liability: Bodily injury and property damage for any owned, hired,and non-owned vehicles used in the performance of this Contract. Minimum Limits: Bodily Injury/Property Damage(Each Accident) $ 1,000,000 4. Contractors Pollution Liability The County requires this coverage whenever work at issue under this Contract involves potential pollution risk to the environment or losses caused by pollution conditions (including asbestos)that may arise from the operations of the Contractor described in the Contractor's scope of services. Policy shall cover the Contractor's completed operations. Contractors Pollution Liability coverage (including Completed Operations) must be kept in effect for up to three(3)years after completion of the project. Coverage shall apply to sudden and gradual pollution conditions resulting from the escape of release of smoke, vapors,fumes, acids, alkalis, toxic chemicals, liquids,or gases,natural gas,waste materials,or other irritants,contaminants, or pollutants (including asbestos). If the coverage is written on a claims-made basis, the Contractor warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract; and that continuous coverage will be maintained or an extended discovery period will be exercised for a period of three(3) years beginning from the time that work under this contract is completed. a. The policy shall be endorsed to include the following as Additional Insureds: "Pitkin County, its subsidiary,parent, associated and/or affiliated 9 entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers named as an additional insured with respect to liability and defense of suits arising out of the activities performed by, or on behalf of the Contractor, including completed operations". Minimum Limits: Per Loss $ 1,000,000 Aggregate $ 1,000,000 5. Professional Liability The Contractor shall maintain Professional Liability covering wrongful acts, errors and/or omissions, including design errors, if applicable,for damage sustained by reason of or in the course of operations under this Contract resulting from professional services provided by the Contractor as part of the Contract. Contractors Professional Liability (Errors and Omissions)policy must be kept in effect during the project and for up to three(3)years after completion of the project. The policy/coverages shall be amended to include the following: a. Coverage shall apply for three (3) years after project is complete. b. Policy is to be on a primary basis; if other professional coverage is carried. Per Loss $ 1,000,000 Aggregate $ 2,000,000 6. Builders'Risk Insurance or Installation Floater—Completed Value Basis Unless otherwise provided,the Contractor shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located,Builders'Risk Insurance in the amount of the initial Contract Sum,plus value of subsequent modifications, change orders, and cost of material supplied or installed by others, comprising total value of the entire Project at the site on a replacement cost basis without optional deductibles. a. Policy must provide coverage from the time any covered property becomes the responsibility of the Contractor, and continue without interruption during construction,renovation, or installation, including any time during which the covered property is being transported to the construction installation site, or awaiting installation,whether on or off site. b. Such Builders'Risk Insurance shall be maintained,unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance,until final payment has been made or until no person or entity other than the County's has insurable interest in the property to be covered, whichever is later. 10 c. The Builders'Risk insurance shall include interests of the County and if applicable, affiliated or associate entities,the General Contractor, subcontractors and sub-tier contractors in the Project. d. The Builders'Risk Coverage shall be written on a Special Covered Cause of Loss form and shall include theft,vandalism,malicious mischief,collapse, false-work, temporary buildings,transit, debris removal including demolition, increased cost of construction,architect's fees and expenses,flood (including water damage), earthquake, and if applicable, all below and above ground structures,piping,foundations including underground water and sewer mains, piling including the ground on which the structure rests and excavation, backfilling, filling, and grading. e. The Builders' Risk shall include a Beneficial Occupancy Clause. The policy shall specifically permit occupancy of the building during construction. Contractor shall take reasonable steps to obtain consent of the insurance company and delete any provisions with regard to restrictions within any Occupancy Clauses within the Builder's Risk Policy. The Builder's Risk Policy shall remain in force until acceptance of the project by the County. f. Equipment Breakdown Coverage (a.k.a.Boiler&Machinery) shall be included as required by the Contract Documents or by law,which shall specifically cover insured equipment during installation and testing(including cold and hot testing). g. The deductible shall not exceed$25,000 and shall be the responsibility of the Contractor except for losses that involve all Acts of God such as flood, earthquake, windstorm,tsunami,volcano, etc. 7. Special Coverages (check as appropriate and insert amount}: n (1) Performance Bond $ n Labor and Material $ ❑ Payment Bond $ n (2)Professional Errors and Omissions • n (3)Aircraft Liability n (4) Owner's Protective ❑ (5) Boiler and Machinery n (6) Loss of Use Insurance ❑ (7)Crime, including Employee Dishonesty Coverage, or Fidelity Bond B. Proof of Insurance: 1. Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shall not be suspended,voided or canceled except after thirty(30) days prior written notice has been given to the County, except when cancellation is for non-payment of premium,then ten (10) days prior notice may be given. Such notice shall be sent directly to (County Representative's Name & 11 Address). If the insurance carrier will not provide the required notice,the Consultant/Contractor and or its insurance broker shall notify the County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days of receipt of insurers' notification to that effect. Simultaneously with the Certificates of Insurance, the Contractor shall file with the Procurement Officer a certified statement as to claims pending against the required coverages, reserves established on account of such claims, defense costs expended and amounts remaining on policy limits. 2. In addition,these Certificates of Insurance shall contain the following clauses: a. The contractor's insurance shall be primary and non-contributory with any insurance or self insurance purchased by the County. b. The insurance companies issuing the policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any premiums or for assessments under any form of policy. c. Any and all deductibles or self insured retentions in the above- described insurance policies shall be assumed by and be for the amount of, and at the sole expense of the Contractor. d. Location of operations shall be: "all operations and locations at which work for the referenced Project is being done." 3. Certificates of Insurance for all renewal policies shall be delivered to the County's Representative at least fifteen(15)days prior to a policy's expiration date except for any policy expiring on the expiration date of this contract or thereafter. 4. The County reserves the right to request and receive a copy of any policy and any policy endorsement at any time during the term of this contract, VIII. Exemptions and Preferences. A. All purchases of construction or building or any other materials for any Contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-5K. B. Pursuant to state statute and to the extent permitted by law, Colorado labor shall be employed to perform the Project to the extent of not less than eighty percent (80%) of each type or class of labor employed on such project; except for highway construction, which is subject to C.R.S. § 43-2-208, which provides that all laborers shall be bona fide residents of Colorado with a preference to residents of the County where the Project is performed. IX. Protection and Restoration of Property and Landscape;Hazardous Materials. A. Protection and Restoration of Property and Landscape. 12 1. The Contractor shall be responsible for the preservation of all public and private property and shall carefully protect from disturbance or damage all land and property, as well as any monuments and property marks until the Procurement Officer has witnessed or otherwise referenced their location and shall not remove them until directed. 2. The Contractor shall be responsible for all damage or injury to property of any character, during the prosecution of the Project, resulting from any act, omission, neglect, or misconduct in its manner or method of executing the Project, or at any time due to defective Project work or materials, and said responsibility shall not be released until the project shall have been completed and accepted. 3. When or where any direct or indirect damage or injury is done to public or private property by or on account of any act, omission, neglect, or misconduct by the Contractor in the execution of the Project, or in consequence of the non-execution thereof by the Contractor, it shall restore, at its own expense, such property to a condition similar or equal to that existing before such damage or injury was done, by repairing, rebuilding, or otherwise restoring as may be directed, or it shall make good such damage or injury in an acceptable manner. 4. Materials storage, equipment parking, vehicle parking and stockpiling excavated materials shall be allowed only in those areas designated by the Procurement Officer. 5. If the Contractor disturbs any of the landscape not called for removal, it shall restore those areas as directed by the Procurement Officer at the Contractor's expense. B. Hazardous Materials 1. The County shall not be responsible for the cost of and the removal or cleanup of Hazardous Materials found in any materials brought to the Project site, after the Project site is turned over to the Contractor. 2. The Contractor shall provide the Procurement Officer with a written certification each time materials or equipment is brought onto the Project site that such materials or equipment do not contain Hazardous Materials. X. County Work at the Project Site. A. The County may perform other work related to the Project at the site by the County's own forces, have other work performed by utility owners or let other direct contracts therefor which shall contain terms similar to these. The Contractor shall perform and coordinate its activities with other contractors to avoid conflict and minimize disruptions. 13 B. The Contractor shall afford each utility owner and other contractor who is a party to such a direct contract (or the County if the County is performing the additional work with the County's employees) proper and safe access to the site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such work, and shall properly connect and coordinate the work with theirs. The Contractor shall do all cutting, fitting and patching of the Project that may be required to make its several parts come together properly and integrate with such other work. The Contractor shall not endanger any work of others by cutting, excavating or otherwise altering their work and will only cut or alter their work with the written consent of Procurement Officer and the others whose work will be affected. The duties and responsibilities of Contractor under this paragraph are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of the Contractor in said direct contracts between the County and such utility owners and other contractors. C. If any part of the Contractor's Project depends for proper execution or results upon the work of any such other contractor or utility owner (or the County), the Contractor shall inspect and promptly report to the Procurement Officer in writing any delays, defects or deficiencies in such work that render it unavailable or unsuitable for such proper execution and results. The Contractor's failure to report such conditions will constitute an acceptance of the other work as fit and proper for integration with the Contractor's Project except for latent or non- apparent defects and deficiencies in the other work, XI. Changes in the Project and Use of Change Orders. A. The County may, from time to time, request changes in the scope of services of the Contractor to be performed hereunder. 1. The Procurement Officer shall issue a notice informing the Contractor of a planned change in the Project and requesting the Contractor's detailed price proposal and adjusted schedule of work. The Contractor shall submit a priced proposal for performing the proposed change in the Project within five (5) days of notice or such other time acceptable to both parties. When the Contractor and the County reach agreement on the adjustments to the Contract price and/or Contract time, and changes in the Project, such adjustments shall be promptly recorded in an executed Change Order. B. All Contractor initiated change requests shall be submitted to the County and the Procurement Officer in a letter or written notice with the reference notation "Contractor Change Request". If the Contractor: (i) receives any oral or written instructions, directives or interpretations of Contract Documents, or determinations front the Procurement Officer or, (ii) identifies what it believes are design errors or omissions in the Contract Drawings or Specifications, or (iii) encounters a differing site condition; or, (iv) is delayed in the progress of the Project; or, (v) becomes aware of any other matter or circumstance which it believes would require a change in the Contract Price or Contract Time, the Contractor shall give the Procurement Officer prompt written notice of such matters. i. All Contractor change requests shall be dated, numbered sequentially, and shall describe the action or event which the Contractor believes may require an extension 14 in time, price or other modification. The Contractor shall also provide descriptions of possible Contractor actions or solutions to minimize the cost of the Contractor change request and, provide an estimate of the adjustment in the Contract price and/or Contract time, which it believes is appropriate. 2. Contractor Time Requirements. a. With respect to orders, instructions, directives, interpretations, determinations, or the discovery of any errors or omissions in this Contract, a Contractor change request shall be submitted before the Contractor acts on them, but in no event more than ten (10) consecutive calendar days after they were received or discovered. b. With respect to any differing site conditions, a Contractor change request shall be submitted before the conditions are disturbed, but in no event more than ten (10) consecutive calendar days after the conditions are first discovered. c. With respect to delays, a Contractor change request shall be submitted as soon as the Contractor has knowledge of the delay,but in no event more than ten(10) consecutive calendar days therefrom. d. With respect to any matters or circumstance which the Contractor believes would require a change, including delays, a Contractor change request shall be submitted as soon as the Contractor has knowledge of the matter or circumstance, but in no event more than ten (10) consecutive calendar days after the Contractor becomes aware of such circumstance or matter. 3. Submittal Requirements and Waiver of Claims a. If the Contractor does not submit a Contractor change request within the time required above, any action by the Contractor related to such order, direction, instruction, interpretation, determination, design error or omission, or other matter, including delays or differing site conditions, will not be considered by the County as a change to the Project and the Contractor waives any claim for an adjustment on the Contract price or the Contract time. b. The Contractor shall, at the time a Contractor change request is submitted provide the Procurement Officer with a complete and itemized proposal of Contract price and time adjustments. The proposal shall also contain a detailed explanation, citing all applicable provisions in this Contract, which supports the Contractor change request. If the Contractor does not submit its itemized proposal within the time described above or within such extension, which the Procurement Officer, in his/her discretion may have granted in writing, it waives any claim for an 15 adjustment in the Contract price or Contract time arising out of the act or event described in the Contract change request. c. If a Contractor change request is denied by the Procurement Officer, in whole or in part, any claim for an increase in the Contract price or Contract time arising out of the act or event described in the Contractor change request is waived unless the Contractor timely complied with the provisions of paragraphs 2(a-d) of this Section. XII. Warranty and Guarantee; Tests and Inspections; Correction, Removal or Acceptance of Defective Project Work. A. Warranty. 1. The Contractor warrants and guarantees to the County that all Project work, whether supplied, furnished, installed, provided, or performed by Contractor, a subcontractor,or supplier,will be in accordance with this Contract and will not be defective and that all Project work shall be performed in a skillful and workmanlike manner. Additionally, the Contractor shall warrant that all equipment which is incorporated into the Project or any subsystem shall be new,free from liens and defects in design,have clear title, be free from faulty materials and workmanship,and shall conform in all aspects to the terms of this Contract, to the drawings issued for manufacture by the Contractor, and shall be in conformance with the those technical specifications provided in Section II (Scope of Work) of this Contract and Contractor's Proposal. Except where longer periods of warranty are indicated for certain items, Contractor warrants Project work, whether furnished, installed, provided, performed or supplied by Contractor, a subcontractor or supplier, to be free from faulty materials and workmanship and that each piece of equipment or any part thereof incorporated into the Project or any subsystem shall conform to the aforementioned warranty and guarantee provisions and be free from failure for a period of not less than One Year from date of Final Payment. Landscaping replacement shall be warranted for two (2) growing seasons. 2. With respect to all warranties, express or implied, from subcontractors, manufacturers, or suppliers for Project work performed and materials furnished under the Contract,the Contractor shall: a. Obtain all warranties that would be given in normal commercial practice. To the extent that the subcontractor's, manufacturer's, or supplier's, standard warranty exceeds the minimum County requirements as set forth in this Section or elsewhere in this Contract, the subcontractor's, manufacturer's,or supplier's standard warranty shall apply. b. Require all warranties to be executed, in writing, for the benefit of the County, if directed by the Procurement Officer;or c. Enforce all warranties for the benefit of the County, if directed by the Procurement Officer. 16 d. Assign all warranties and guarantees in writing to the County upon the request of the County. B. Access to Project. The Procurement Officer and the Procurement Officer's representatives, other representatives of the County, testing agencies and governmental agencies with jurisdictional interests shall have access to the Project, at any time for their observation, inspecting and testing. Contractor shall provide proper and safe conditions for such access. C. Tests and Inspections. 1. The Contractor shall cooperate with material testing persons and firms, and for required inspections, and compliance and approval tests for the work performed by the Contractor or its subcontractor. 2. If any laws, ordinances, rules, regulations, code or order of any public body having jurisdiction requires any Project work (or part thereof) to specifically be inspected, tested or approved, the Contractor shall assume full responsibility therefore,pay all costs in connection therewith and furnish the Procurement Officer the required certificates of inspection,testing or approval. The Contractor shall also be responsible for and shall pay all costs in connection with any inspection or re-testing required in connection with the County's or the Procurement Officer's acceptance of a supplier of materials or equipment proposed to be incorporated in the Project, or of materials or equipment submitted for approval prior to the Contractor's purchase thereof for incorporation in the Project. The cost of all inspections, testing, re-testing and approvals in addition to the above which are required by this Contract shall be paid by the Contractor(unless otherwise specified). The County will conduct and pay for the conformance tests on materials installed in-place, and the Contractor shall pay for re-testing of all failing and non-conforming materials thereafter. 3. All inspections, tests or approvals other than those required by laws, ordinances, rule, regulations, code, or order of any public body having jurisdiction shall be performed by organizations acceptable to the Procurement Officer. 4. If any Project work (including the work of others) that is to be inspected, tested or approved is covered without written concurrence of the Procurement Officer, it must be uncovered for observation. Such uncovering and testing when required by the Procurement Officer shall be at the Contractor's expense. 5. Neither observations by the Procurement Officer nor inspections, tests or approvals by others shall relieve the Contractor from the Contractor's obligations to perform the Project in accordance with this Contract. D. Correction or Removal of Defective Work. If required.by the Procurement Officer or the County, the Contractor shall promptly, as directed, either correct all defective Project work, whether or not fabricated, installed or completed, or, if the Project work has been rejected by the Procurement Officer or the County,remove it from the site and replace it with non-defective Project work. The Contractor shall bear all direct, indirect and consequential costs of such correction or 17 removal (including but not limited to fees and charges of engineers, architects, attorneys and other professionals)made necessary thereby. E. Correction Period. If within two (2)years after the date of Final Payment or such longer period of time as may be prescribed by laws or by the terms of any applicable special guarantee required by the Contract Documents or by any specific provision of the Contract Documents, any Project work is found to be defective, the Contractor shall promptly without cost to County and in accordance with County's written instructions, either correct such defective Project work, or, if it has been rejected by County,remove it from the site and replace it with non-defective Project work. If the Contractor does not promptly(within seven (7) days from receipt)comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, the County may have the defective Project work corrected or the rejected Project work removed and replaced, and all direct, indirect and consequential costs of such removal and replacement (including but not limited to fees and charges of engineers, architects, attorneys and other professionals) will be paid by the Contractor. Contractor shall also pay for any damage to other Project work, other property, or person, which occurred as a result of the defective Project work. F. County May Correct Defective Work. If the Contractor fails within ten (10) consecutive calendar days after written notice of the Procurement Officer or the County to proceed to correct and to correct defective Project work or to remove and replace rejected Project work as required by the Procurement Officer or the County in accordance with paragraph D of this Section, or if the Contractor fails to perform the Project work in accordance with the Contract Documents, or if the Contractor fails to comply with any other provision of the Contract Documents, the County may, after seven (7) days'written notice to the Contractor, correct and remedy any such deficiency. In exercising the rights and remedies under this paragraph the County shall proceed expeditiously to the extent necessary to complete corrective and remedial action. The County may exclude the Contractor from all or part of the site, take possession of all or part of the Project, and suspend the Contractor's services related thereto, take possession of the Contractor's tools, appliances, construction equipment and machinery at the site and incorporate in the Project all materials and equipment stored at the site or for which the County has paid the Contractor but which are stored elsewhere. The Contractor shall allow the County, the County's representatives, agents and employees such access to the site as may be necessary to enable the County to exercise the rights and remedies under this paragraph. All direct, indirect and consequential costs of the County in exercising such rights and remedies will be charged against the Contractor, and a Change Order will be issued by the County incorporating the necessary revisions in the Contract price. Such direct, indirect and consequential costs will include but not be limited to fees and charges of engineers, architects, attorneys and other professionals, all court costs and all costs of repair and replacement of work of others destroyed or damaged by correction, removal or replacement of the Contractor's defective Project work. The Contractor shall not be allowed an extension of the Contract time because of any delay in performance of the Project work attributable to the exercise by the County of the County's rights and remedies hereunder. XIII. Liquidated Damages. It is the County's intent to complete this project no later than April 1st 2016. Liquidated damages of$1000.00 per calendar day shall be paid if project is not completed by that deadline. 18 • A. Time for Completion. It is hereby understood and mutually agreed,by and between the Contractor and the County, that the date of beginning Project work and the time of completion as specified herein are essential conditions of the Contract. The Contractor agrees that said Project • shall be prosecuted regularly, diligently, and at such rate of progress as will ensure completion within the time(s) specified. It is expressly understood and agreed, by and between the Contractor and the County, that the time(s) for completion of the Project described herein are reasonable time(s) for the completion of the Project, taking into consideration the average climatic conditions prevailing in the locality of the Project. B. Time is of the Essence to the Contract. It is further agreed that time is of the essence in completing the Project,and that the Project Work Schedule and all dates set forth therein and where in this Contract, an additional time is allowed for the completion of the Project,the new time limit fixed by such extension shall be of the essence of the Contract. C. Liquidated Damages. Completion of the Project is of paramount importance to the County. If any portion of the Project is not completed in accordance with any time extensions granted by the County, the County will suffer damage, the extent of which will be impractical and extremely difficult to estimate accurately. Therefore, as part of the consideration for executing the Contract, it is hereby agreed that the Contractor shall pay to the County the liquidated damage amounts specified in the Contract. This particular provision shall not be construed as a penalty upon said Contractor for failing fully to complete said Project as agreed in the Proposal and this Contract nor is it intended, but as Liquidated Damages to compensate the County for all costs incurred as a result of such breach of Contract. D. Delays in Project Completion of Construction Phase. Subject to the terms of "Excusable Delays", as contained in paragraph E of this Section,the Contractor expressly agrees to pay the County as a reasonable estimate of just compensation for damages contemplated with the clause, the amount set forth as liquidated damages for each consecutive calendar day that completion is delayed in the construction of the Project. E. Excusable Delays -Force Majeure. If, by reason of Force Majeure, any party hereto shall be rendered unable wholly or in part to carry out its obligations under this Contract then such party shall give notice and full particulars of such Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the liability then claimed, but for no longer period, and any such party shall remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, orders of any kind of the Government of the United States or the State of Colorado or any political subdivision, except the County, or any civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines, or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the 19 settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable to it in the judgment of the party having the difficulty. F. Cumulative Remedy. The liquidated damages referred to herein are intended to be and are cumulative and shall be in addition to every other remedy now or hereafter enforceable at law, in equity,by statute, or under Contract. XIV. Termination of Contract. A. The County may terminate this Contract upon the occurrence of any one or more of the following events: 1. If the Contractor commences a voluntary case under any chapter of the Bankruptcy Code (Title II, United States Code), as now or hereafter in effect, or if Contractor takes any equivalent or similar action by filing a petition or otherwise under any other federal or state law in effect at such time relating to the bankruptcy or insolvency; 2. If a petition is filed against Contractor under any chapter of the Bankruptcy Code as now or hereafter in effect at the time of filing, or if a petition is filed seeking any such equivalent or similar relief against Contractor under any other federal or state law in effect at the time relating to bankruptcy or insolvency; 3. If the Contractor makes a general assignment for the benefit of creditors; 4. If a trustee, receiver, custodian or agent of Contractor is appointed under applicable law or under Contract, whose appointment or authority to take charge of property of Contractor is for the purpose of enforcing a Lien against such property or for the purpose of general administration of such property for the benefit of Contractor's creditors; 5. If the Contractor persistently fails to perform the Project in accordance with this Contract including but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the work schedule established in this Contract; 6. If the Contractor disregards laws, ordinances, rules, regulations, or orders of any public body having jurisdiction; B. Termination Prior to Expiration of Contract Term. The County has the right to terminate this Contract, with or without cause, by giving written notice to the Contractor of such termination and specifying the effective date thereof. Such notice shall be given at least ten (10) days before the effective date of such termination. In such event all finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this Contract shall become the County's property. Contractor shall be entitled to receive compensation in accordance with the Contract for any satisfactory Project work completed pursuant to the terms of this Contract prior to the date of termination. Notwithstanding the above, Contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of the Contract by the Contractor. 20 XV, Independent Contractor Status. A. The parties to this contract intend that the relationship between them contemplated by the contract is that of independent contractor. Contractor, and any agent, employee, or servant of Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County. B. Contractor is not required to offer his services exclusively to Pitkin County under this contract. Contractor may choose to work for other individuals or entities during the term of this contract, provided that the basic services and deliverable products required under this contract are submitted in the manner and on the schedule defined under this contract. C. Contractor warrants that all work produced will conform to all applicable industry standard of care, skill and diligence in the performance of Contractor's obligations under this contract. D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin County employee, servant or agent in the course of completing work under this contract. E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin County and is responsible for payment of any federal, state, FICA and other income taxes. F. The Contractor shall be required to complete and submit to the County, a Form W-9 Taxpayer Identification Number Request. XVI. Computation of Time. A. When any period of time is referred to in this Contract by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a legal holiday, such day will be omitted from the computation. B. All times stated in this Contract are of the essence. XVII. Records and Cost Pricing Data. A. The Contractor shall maintain in a safe place at the site one record copy of all Drawings, Specifications, Addenda, Written Amendments, Change Orders, Project Directive Changes, Field Orders and written interpretations and clarifications in good order and annotated and updated weekly to show all changes made during construction. These record documents together with all approved samples will be available to the Procurement Officer for reference. Upon completion of the Project, these record documents and samples will be delivered to the Procurement Officer for the County. B. The Contractor shall maintain all data and records pertinent to the Project performed under this Contract, in accordance with generally accepted accounting principles, and shall preserve and make available all data and records until the expiration of three (3) years from the date of final 21 payment under this Contract, or for such longer period, if any,as is required by applicable statute or by other articles of this Contract. The County shall have access to all such data and records for such time period to inspect, audit and make copies thereof during normal business hours. The Contractor covenants and agrees that it shall require that any subcontractor utilized in the performance of this Contract permit the authorized representatives of the County to similarly inspect and audit all data and records of said subcontractors relating to the performance of said subcontractors under this Contract for the same time period. C. If this Contract is completely or partially terminated, the records relating to the Project terminated shall be made available for three (3) years after any resulting final termination payment. D. Records pertaining to appeals or to litigation or the settlement of claims arising under or relating to the performance of this Contract shall be made available until disposition of such appeals,litigation,or claims. XVIII. Miscellaneous. A. Assignability. This Contract is not assignable by either party. Any use of subcontractors by the Contractor for performance of this Contract must be accepted in writing by the County. B. Binding Arbitration. Any disputes arising out of this Contract shall be subject to binding arbitration. The parties agree that any disputes concerning the terms and conditions of this Contract shall be submitted and finally settled by arbitration. Arbitration shall be conducted pursuant to the rules of the American Arbitration Association and shall be presided over by the Pitkin County Hearing Officer appointed to arbitrate Pitkin County Contract disputes. Costs of the arbitration shall be awarded to the substantially prevailing party. C. Severability. if any term, section,or other provision of this Contract shall,for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of such term, section, or other provision shall not affect any of the remaining provisions of this Contract, and to this end, each term, section and provision of this Contract shall be severable. D. Integration and Modification. This Contract represents the entire and integrated Contract between the County and the Contractor and supersedes all prior negotiations, representations, or Contract, either written or oral. This Contract may be amended only by written Contract signed by both the County and the Contractor. E. Contract Made in Colorado. The parties agree that this Contract was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. F. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this Contract including the arbitration described in this section, the substantially prevailing party shall be entitled to its costs and reasonable attorney's fees. 22 G. Governmental Immunity. Contractor agrees and understands that Pitkin County is relying on and does not waive the monetary limitations or terms or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise available to Pitkin County or any of its officers, agents or employees. Further,nothing in this Contract shall be construed or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. II. Current Year Obligations. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County. Pitkin County's obligations under this Contract are subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of the Contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. I. Notice. Any notice required by this Contract shall be deemed delivered through either of the following: (1) hand delivery to the person at the address below or (2) by certified first class mail, postage prepaid, return receipt requested addressed as follows: 1. To Pitkin County with copies to: Jonah Frank Pitkin County Attorney's Office 76 Service center Rd. 530 E. Main Street,#302 Aspen, Colorado 81611 Aspen,Colorado 81611 970-920-5374 Fax: (970) 920-5198 2. To Contractor: Eaton Sales &Service, 556 25 Road, Grand Junction,CO 81505 J. Waiver. No waiver by either party of any right, term or condition of this Contract shall be deemed or construed as a waiver of any other right, term or condition, nor shall a waiver of any breach hereof be deemed to constitute a waiver of any subsequent breach, whether of the same or of a different provision of this Contract. XIX. Contractor's Representations. A. In order to induce County to enter into this Contract, Contractor makes the following representations: 1. Contractor has familiarized himself with the nature and extent of this Contract, Project, 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 Project. 2. Contractor has carefully studied the site and has performed all necessary investigations, tests, and subsurface investigations to define the latent physical conditions of the construction site affecting cost,progress,or performance of Project. 23 3. Contractor has made or caused to be made examinations, investigations, and tests and studies of such reports and related data as it deems necessary for the performance of Project at the Contract price, within the Contract time, and in accordance with the other terms and conditions of this Contract; and no additional examinations, investigations, tests, reports, or similar data are or will be required by Contractor for such purposes. 4. Contractor has correlated the results of all such observations, examinations, investigations, tests, reports and data with the terms and conditions of this Contract. 5. Contractor has given Procurement Officer written notice of all conflicts, errors, or discrepancies that it has discovered in this Contract, and the written resolution thereof by Procurement Officer is acceptable to Contractor. 6. By executing this Contract, the Contractor represents that it has visited the site, familiarized itself with the local conditions under which the Project work is to be performed (including weather conditions which can be expected), and correlated its observations with the requirements of this Contract. 7. The undersigned representative of Contractor represents that it is an authorized representative of Contractor for the purposes of executing this Contract and that it has full and complete authority to enter into this Contract on behalf of Contractor, XX. Counterparts. This Contract may be executed in multiple counterparts, each of which shall constitute an original,but all of which shall constitute one and the same document. XXI. Public Contracts for Services and Public Contracts with Natural Persons. In conformance with the provisions of C.R.S. § 8-17.5-101 and 102,as amended and C.R.S. § 24-76.5-101, as amended PUBLIC CONTRACTS FOR SERVICES. CRS §847.5-101. [Not Applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services,sponsored projects, intergovernmental agreements, or information technology services or products and services] Contractor certifies,warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract,through participation in the E-Verify Program or the Department program established pursuant to CRS §8.17.5- 102(5)(e), Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor(a) shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting 24 with an illegal alien for work under this contract, (c)shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation,undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the Department program,Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated,Contractor shall be liable for damages. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS§24-76.5-101.Contractor, if a natural person eighteen (18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(a) is a citizen or otherwise lawfully present in the United States pursuant to federal law,(b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c)has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this contract. ADDENDUM. IN WITNESS WHEREOF,the parties have executed this Contract as of the date first set out herein above. CONTRACTOR (Company name) Eaton Sales&Service By......14....—.L., ter--' Division Mana•er Na 1 e Title i 08/11/2015 Date PITKIN COUNTY, COLORADO MANAGER APPROVAL: _:di ON AP.'R 6 AL: 411111114410) 40- t ) .„. -.A4 -411". .,., - 0 / //g- Jon P-4 •ck, o ty Manager Date ec ion Leader Date • RECOMMENDED FOR APPROVAL: •._rf� 1l c� F :t Ma••ager Date 4 25 :-,te°4-;;*• k=4 v Eatitra Sates & Service LLC PETROLEUM EOUIPMENT T,INKS 'INSTALLATION OM 245-0144 FAX (97O24114 July 13,2015 Pitkin County 76 Service Rd Aspen,CO 81611 Attn: Jonah Frank RE: Tank Monitor Equipment For Fuel Inventories,Water Detection and Interstitial Sensing For The Shop(no equipment included fertile used oil tank) Quote:, 132.18DP Eaton Sales&Service is pleased to Submit the RillOwing quote for your consideration: TANK MONITOR Veeder Rept TLS-41 Console 2 Inventory Tank Probes 1 Overfill Alarm&.Acknowledgement Switch 4"Gas Float Kit 4"Diesel Float Kit 2 4" Probe Caps Interstitial Sensor Interstitial Cap 2"Interstitial Nipple 2 4"Probe Risers Misc.2"&4"Pipe Fittings Total ror Above$7,850,00 Note: Customer to provide tank.monitor interface board in the Ward system if needed. Probes are inventory and water detection only. This quote does not include a probe for the used oil tank.This quote includes,the electrical,permit costs for all sites. LABOR EMS Labor Travel/Mileage Per Diem Electrical/Electrical Permit Total For Above$12,037.00 556 25 ROAD GRAND JUNCTION,COLORADO 81505 Page 2 of S.Quo:'13/SD!' RECAP Tank Monitor $7,850.00 Labor 12,037.00 Total For Above$19,887.00 SCOPE OF WORK: • Eaton's electrician to provide and install a heated cabinet in the shed by the tank farm for the Veeder Root console to maintain correct operating temperature • install a TLS-4i console in the heated cabinet,mount overfill alarm on the outside of the building. • Install probe risers,probes,float kits,probe caps,interstitial sensor and sensor cap in the split aboveground fuel tank • Eaton's electrician to provide conduit and wire to the console,overfill alarm&acknowledgement switch,tank probes and interstitial sensor to the Veeder Root console • Eaton's electrician to install conduit and wire from the console to the customer's existing Ward fuel management system • Program the Veeder Root,verify correct inventory readings and 90%alarm condition. • Customer to verity communication to the Veeder Root through the Ward system • Complete start up and warranty paperwork TERMS OF PAYMENT: • I. Terms are Net 10 days,. 2. Percentage of contract will be billed as follows: 35%down payment required 35%upon notification of shipment of materials Balance due upon 100% completion of contract 3. No retention or liquidated damages are allowed on our price 4. Customer agreements and payment terms with third parties are wholly independent of Seller's term and shall not affect the payment and terms of this Contract. 5. If applicable,Seller takes exception to any third-party licensed surety bonding requirements. Seller may,however,offer alternatives to satisfy Purchaser's bonding requirements COMMENTS: 1. The prices in this quote are firm through delivery,based on receipt of an order and authorization to proceed within 30 days from the date of this proposal. 2. F.O.B. Aspen,CO 3. All applicable state and local taxes are excluded CONSTRUCTION COMMENTS: The proposal does not include encountering,removing or disposing of contaminated materials. Charges for original job impact will be handled on a separate time and material basis. Note: Any sludge or residue not removable by normal pumping procedures,will have to be handled on a separate time and material basis. The sludge or liquid will have to be properly drummed and left on site,and wilt be an added cost above this quote. Page 3 of 8,Quote 13 18OP GENERAL CONDITIONS: 1. Subject to Terms and Conditions on following pages. 2. All terms are subject to change based on payment history. 3. Seller reserves the right to select binding arbitration/venue in case of dispute. We appreciate the opportunity to bid on your needs and hope to have the privilege of working with you. Please feel free to contact me ifyou have any questions Sincerely, VSL &i4 ;PL,. C EATON SALES&SERVICE,LLC.�.DEBORAH-___k_ HILLIPS (970)245-0144 Quote 132 18 DP,Total$19,887.00 Addlirrmp ACCEPTED A r . ' 'FITC E DA E Page 4 of 8.Quote 13 18DP Terms&Conditions Establishment of Credit. This Contract shall be subject to Purchaser's establishing credit satisfactory to Seller's credit department showing Purchase's ability to make payments in accordance with the terms of this Contract. 2. Entire Agreement. This Contract contains the entire agreement between Purchaser and Seller and shall be governed by and construed in accordance with the laws of the state of Seller's division designated on the applicable purchase order or this Contract, excluding, however, such state's choice of law rule for purposes of conflict of laws. This Contract may not be modified except with the written consent of Seller's Main Office,and cannot be countermanded by Purchaser. The terms hereof may not in any manner whatsoever be varied by Purchaser's acceptance or purchase order. In the event of any inconsistency between the terms and scope hereof and Purchaser's acceptance or purchase order, the terms and scope hereof shall control, and Purchaser shall be deemed to have assented to the same in full. 3. Errors. Stenographic and clerical errors are subject to correction. Claims for shortages,defective goods,errors or allowances must be made within thirty(30)days from the date of invoice. 4. Delivery;Shipment Terms; Freight Damage Claims. A. Shipping dates are approximate and are contingent on fire, accidents, strikes, floods, manufacturer production schedules, installation schedules and coordination of trades, transportation delays, or other causes beyond Seller's control. Seller wilt exert the utmost effort to perform satisfactorily its shipping obligations and meet installation schedules, but shall not be liable for delay for any reason or for damage in transit of any merchandise,equipment or materials furnished or purchased hereunder("Merchandise"). Seller may make delivery of Merchandise in installments, which will be separately invo iced. B. The shipping terms, including the F.O.B.point(such as"shipper's dock"or a designated destination)must be indicated.The shipping terms should also include whether freight is "collect"or to be"prepaid and add." If these terms are not indicated,they may be chosen by Seller. Whenever Merchandise is delivered to the designated F.O.B. point or a common carrier(by manufacturer or Seller), or is received by Purchaser, whichever is earlier, Seller's responsibility shall cease and title and troll risk of loss (including transportation delays and losses), injury or destruction with respect to Merchandise by any cause whatsoever, shall pass to Purchaser and Purchaser shall be liable to Seller for the full price of the Merchandise. Delivery to Seller's plant for purposes of convenience, coordination or price protection shall be considered "delivery" for invoice purposes. When any contract is quoted on a F.O.B. destination basis, such destination or jobsite must be accessible for delivery by truck. C. If any damage is evident upon delivery, Purchaser must make a notation on the freight bill of lading and have the carrier's agent sign upon delivery for claim record. Purchaser must immediately notify Seller and file a claim with the carrier, as Seller assumes no responsibility for goods damaged in shipment. Shortages and hidden damages or defects to goods must be reported to Seller and carrier within thirty (30) days of receipt of shipment. The quoted prices do not include the cost of unloading which shall be Purchaser's responsibility. 5. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHERWISE, EXCEPT AS PROVIDED BY ORIGINAL MANUFACTURERS. Page 5 0(8,Quote 13218DP 6. lndcmtnification. A. Purchaser hereby agrees to reimburse, indemnify, protect, defend and hold harmless Seller, and Seller's officers,directors, agents, servants, employees, attorneys, successors and assigns ("Seller's Representatives") against any and all of Seller's or Purchaser's losses,damages, liabilities,costs and expenses, including attorneys' fees,arising from or related to the shipment, installation, storage or use of Merchandise, including, but not limited to claims for property damage,personal Injury or death, or any penalty or fine by a governmental agency for pollution, environmental damage, cleanup, or otherwise, and whether such claim is made by any third party against Seller or Purchaser, except to the extent that said damage, personal injury or death, or penalty or tine is proven to have been caused by Seller's sole negligence. 13. Seller shall have NO LIABILITY for any Merchandise malfunctions or other problems resulting, directly or indirectly, from any accident (not caused by Seller), subsequent work on Merchandise by Purchaser or any third party, improper operation of Merchandise, inadequate maintenance and/or failure to properly protect Merchandise from environmental hazards. Seller does not assume any liability and Purchaser agrees to hold Seller harmless from and defend and indemnify Seller for losses or claims for any tanks that emerge from their set position and/or are lost after installation due to improper ballasting, ground water, high water tables, or hydrostatic pressure, unless proper anchorage is provided for under the terms of this Contract. Purchaser shall at all times provide adequate ballast. C. Purchaser agrees to reimburse, indemnify, protect, defend and hold harmless Seller and Seller's Representatives against any and all claims for damages or lost profits arising from infringements of patents, designs, trade secrets, copyrights, trade names, and/or trademarks with respect to Merchandise manufactured either in whole or part to Purchaser's specifications. Seller assumes no liability for sales, engineering or application information extended by its personnel. Purchaser agrees to indemnify and hold harmless Seller and Seller's Representatives from any and all claims, losses, suits, damages,judgments,and costs,whether direct or indirect,arising from or related to sales, engineering or application information provided or representations made by Seller and/or Seller's Representatives. D. NO EMPLOYEE OR REPRESENTATIVE OF SELLER IS AUTHORIZED TO CHANGE THE FOREGOING INDEMNIFICATION PROVISIONS IN ANY WAY. 7. Insurance. Seller shall maintain adequate workers' compensation insurance covering its own employees. Unless otherwise specified, Purchaser shall maintain general liability, completed operations and builders'all.risks insurance,and shall meet financial responsibility requirements of federal and state storage tank regulations sufficient to protect against claims that may arise. Unless otherwise specified, Seller shall not be required to obtain fidelity or surety bonds,and the cost of any such bond may be added to the price. 8. No Employment Relationship. Seller, in furnishing services hereunder, is acting only as an independent contractor. Seller does not undertake by this Contract or otherwise to perform any obligations of Purchaser, whether regulatory or contractual, or to assume any responsibility for Purchaser's business or operations. 9. Progress Payments. Seller, in its sole discretion, may require progress payments, covering the materials, labor, and subcontractor charges. In the event such payments are required by Seller, they will be invoiced from time to time,as determined by Seller. Payments will be in accordance with Seller's standard terms,as set forth. In the event Purchaser fails to pay any progress payment when due, Seller may suspend work, terminate the contract, or exercise any other rights it may have without incurring any liability whatsoever to Purchaser. Page G of 8,Quole 13218DP 10. Title. Title to and the right to possess Merchandise shall remain vested in Seller until Purchaser pays the entire purchase price. In the event Purchaser does not promptly pay the purchase price according to the terms hereof,or in the event Purchaser's credit or financial responsibility becomes impaired or unsatisfactory, as Seller may determine,or in the event Purchaser fails to perform any condition or obligation, Seller may, at its election, demand immediate payment in cash before making delivery,suspend delivery and terminate this contract,or mature the entire unpaid portion of the purchase price, in each event without notice and without any liability whatsoever to Purchaser. Upon Purchaser's bankruptcy, receivership, or failure to pay any amount when due, Seller may, at its option, declare this Contract terminated, enter the premises, and retake possession of Merchandise, whereupon all payments made by Purchaser will be forfeited as liquidated damages,rents and costs. 11. Cancellation and Return of Merchandise. Purchaser may cancel an order only upon advance written approval of Seller and provided Purchaser pays the freight charges and Seller's reasonable cancellation and restocking charges, based in part on manufacturer's charges. No Merchandise is returnable without Seller's advance written consent, with shipping instructions furnished, and no Merchandise will be accepted for credit without Seller's authorization. At the option of Seller, return of Merchandise prior to receiving Seller's approval will result in such Merchandise remaining the property of the Purchaser and it will be stored at Purchaser's risk and expense. If Seller accepts Merchandise in return for credit a handling charge, based in part on acceptance of the Merchandise for return by the manufacturer, will be charged and no credit will be issued to Purchaser until credit from the manufacturer is received. 12. Costs of Collection. If suit is brought by Seller for collection of the purchase price due under this Contract, Purchaser agrees to pay all costs of collection, including reasonable attorneys' fees and court costs. 13, Third-Party Installation; Storage Tanks. Seller will not be held responsible for property damage or other liability resulting from the installation by any third party of equipment or attendant connections; nor will Seller be held responsible for any damage or loss resulting from the use,under air pressure,al'any storage lank. 14. Prior Testing. All tanks are thoroughly tested for leaks before shipment,and all pumps are set to correct measurement and sealed. Seller will not be responsible for any claims for loss of gasoline or other liquids, or any other losses whatsoever, by reason of leakage or inaccuracy of measurement. 15. IN NO EVENT SHALL SELLER BE HELD LIABLE TO PURCHASER OR ANY OTHER PERSON FOR ANY DAMAGES(INCIDENTAL,CONSEQUENTIAL,OR OTHERWISE)FOR BREACH OF WARRANTY, FAILURE OR DELAY IN MAKING DELIVERY, OR FOR ANY OTHER CAUSE EXCEPT AS SPECIFICALLY SET FORTH HEREIN. 16, Severability. The provisions of this Contract will be deemed severable, and if any provision of this Contract Is held illegal, void or invalid under applicable law, such provision may be changed to the extent reasonably necessary to make the provision legal,valid and binding. If any provision of this Contract is held illegal, void or invalid in its entirety, the remaining provisions of this Contract will not be voided but will remain binding in accordance with their terms, • Page 7 q(8,Quote 132/8DP 17. Prices;Terms of Sale;Credit. A. All prices arc quoted in good faith, however, from time to time, applicable taxes may increase or manufacturers may change prices without notice prior to shipment. As a result,Seller may quote an incorrect price, in which case Seller may,at its discretion,add such price or tax increase to Purchaser's price. B. All payments are to be made to Seller at its address and pursuant to the terns of this Contract and the applicable purchase order. All credits and terms of sale must be approved by Seller's Main Office at the time of the order and are subject to review and approval during the life of any contract. A finance charge of two percent(2%)per month (24% per year) may be charged on any unpaid balance remaining at the end of every thirty(30) day period. If payment is not made promptly when due, Purchaser must pay all costs and expenses of collection, including reasonable attorneys' fees. A time payment plan can be arranged only with advance approval by Seller's Main Office. Seller may revoke any credit extended to Purchaser because of its failure to pay when due or for any other reason. C. Purchaser shall be responsible for and shall pay all sales, use, excise, governmental surcharge, and other taxes (including penalties and interest) levied in connection with a sale. The stated prices do not include applicable taxes unless specified and Seller may charge for the same by a subsequent or supplemental invoice. D. Purchaser hereby grants,and Seller hereby retains,a purchase-money security interest in all Merchandise, including the proceeds therefrom, for the purpose of securing Purchaser's obligation to make payment in full, until payment is received in full in cash or collected funds, at which time the security interest shall cease. Seller may, at its option,repossess Merchandise upon Purchaser's default in payment and charge Purchaser with any deficiency. Purchaser agrees to execute upon demand appropriate financing statements for perfecting this security interest. IF any work is to be performed on property not owned by Purchaser, upon Seller's request, Purchaser shall provide a Landlord's Waiver in a form acceptable to Seller. 18. Governmental Compliance. Environmental compliance shall be Purchaser's responsibility and Purchaser's failure to comply strictly with applicable federal, state or local requirements, rules and/or regulations(including but not limited to those applicable to notice) shall completely void all express or implied warranties of Seller. It shall be Purchaser's responsibility to report any inventory shortage or suspected releases within 24 hours of such occurrence to federal,state and all other regulatory authorities having jurisdiction, in addition to Seller and a certified tank handler. Purchaser agrees to hold Seller harmless from and indemnify and defend Seller against any clams or liability relating to Purchaser's failure to comply strictly with all federal, state or local environmental requirements, rules and/or regulations, including those applicable to notice. Unless otherwise specified herein, Purchaser or its agent shall furnish a state fire marshal's permit, if required, and all other permits, licenses, inspection fees or approvals, whether required by federal,stale or local regulations. Purchaser shall register all new or replacement regulated storage tanks in accordance with applicable state and local regulations. Purchaser represents that no consent, approval or authorization, declaration or filing with any third party or governmental agency is required in connection with the performance of the Purchaser's obligations hereunder or to permit Seller to perform its obligations hereunder, other than those approvals that have been previously obtained by Purchaser. I9. Hardware/Software Compatibility. In connection with this Contract, Purchaser and Seller assume that any fueling system hardware and software supplied by Purchaser is inherently compatible and requires only routine start-up and programming. If upon start-up, it is discovered that the hardware and/or software is not compatible or has innate deficiencies that require additional configuration or upgrading, Seller will be held harmless from any resulting delays in completion of the work, and shall be a entitled to full payment of the Contract Price notwithstanding. Page Sof R.(hold 13218U1' 20. Administrative Provisions. A. Changes. This Contract may be amended at the request of either party from time to time by written Change Order signed by both parties,with such Change Order setting forth the particular changes to be made and the effect of such changes on the price and on the time of completion, subject to Seller's approval. A charge may be made for changes in drawings and/or specifications after Purchaser and Seller have previously agreed upon same. The total charge will include order reprocessing costs and additional material and labor costs. The total charges for these will be agreed to after receipt of written Purchaser authorization or direction for these changes. B. Recordlceepfng. Purchaser is responsible to keep daily accurate inventory records on products stored in tanks, lines, and dispensing equipment. in the event of a shortage within thirty(30)days from date of installation, Purchaser shall immediately notify Seller by telephone, to be followed with written confirmation. In no event shall Seller be responsible for shortages, clean-up or related costs incurred for said shortages prior to notification. C. Contingencies. Seller will be excused from performance under this Contract and will have no liability for any period it is prevented from performing any of its obligations, in whole or in part, as a result of delays caused by the Purchaser or a third party or by any act of God, war, civil disturbance, fire, floods, frost, manufacturers' production schedules,installation schedules and coordination of trades,delays in transportation,acts of government agencies,accidents,court order,labor disputed third party performance or nonperformance,or other causes beyond Seller's reasonable control, including failures or fluctuations in electrical power, heat, light, or telecommunications, and such nonperformance shall not be a default hereunder, or grounds for termination of this Contract. D. Recordings. Seller may take photographs and video recording of all aspects of excavation and installation. 21. Notice of Lien Rights. To Protect all parties, a mechanical lien will be automatically filed when payment is not received according to the terms of this Contract. Seller hereby notifies Purchaser that persons or companies furnishing labor or materials for the construction on Purchaser's land may have lien rights on said land and buildings if not paid. tEs&sEt LL Eattn Sales S,.rvitee LLC PETROLEUM EQUIPMENT TANKS INSTALLATION {970)2245.0144 FAX (970)2.45-.1143. • July 7,2015. Pitkin County 76 Service Rd Aspen.CO 31611 Atm: Jonah Frank RE: Tank Monitor Equipment For Fuel Inventories,Water Detection and.Interstitial Sensing For The Airport Facility Quote: 132 17DP Eaton Sales&Service is pleased to submit the following quote for your consideration: TANK MONITOR 1 Veeder Root TLS-41 Console Inventory Tank Probes 2"Gas Float Kit 2'Diesel Float Kit 3 2"Caps for probesand interstitial.:sensors 2"Pipe Fittings Interstitial Sensor 1 Overfill Alarm&Acknowledgement Switch Total For Above$8,784:00 Note; Customer to provide tank monitor interface board n the.Wart!system if needed. Probes are inventory and water detection only. LABOR. ES&S.Labor Travel/Mileage Per Diem Electrical Total For Above 510037.00 RECAP Tank Monitor $8,784.00 Labor 10,037.00 Total For Above S18,821,00 666 25 ROAD • GRAND JUNCTION:COLORADO 61505 Page 2 48.Quote 132171)1' SCOPE OF WORK: • Eaton's electrician to provide a mounting structure for equipment at the fuel tank arca. • Eaton's electrician to provide and install a heated cabinet for the Veeder Root to maintain correct operating temperature of the tank monitor console. • Install the TLS-4i console in the heated cabinet • • Remove existing clock gauges • Install tank probes,float kits and probe caps in the diesel and unleaded product. • Install an interstitial sensor and cap on the fuel tank • Eaton's electrician to provide conduit and wire to the console,tank probes and interstitial sensor to the console and from the console to the customer's existing Ward fuel management system for RS-232 communication.Install overfill alarm and acknowledgement switch and terminate. • Program the Veeder Root,verify correct inventory readings and 90%overfill alarm condition. • Customer to verify communication to the Veeder Root through the Ward system • Complete start-up and warranty paperwork TERMS OF PAYMENT: i. Terms are Net 10 days,. 2. Percentage of contract will be billed as follows: 35%down payment required 35%upon notification of shipment of materials Balance due upon 100% completion of contract 3. No retention or liquidated damages are allowed on our price 4. Customer agreements and payment terms with third parties are wholly independent of Seller's term and shall not affect the payment and terms of this Contract. 5. If applicable,Seller takes exception to any third-party licensed surety bonding requirements. Seller may,however,offer alternatives to satisfy Purchaser's bonding requirements COMMENTS: I. The prices in this quote are firm through delivery,based on receipt of an order and authorization to proceed within 30 days from the date of this proposal. 2. F.O.B. Aspen,CO 3. All applicable state and local taxes are excluded. CONSTRUCTION COMMENTS: • The proposal does not include encountering,removing or disposing of contaminated materials. Charges for original job impact will be handled on a separate time and material basis. Note: Any sludge or residue not removable by normal pumping procedures,will have to be handled on a separate time and material basis. The sludge or liquid will have to be properly drummed and left on site,and will be an added cost above this quote. GENERAL CONDITIONS: I. Subject to Terms and Conditions on following pages. 2. All terms are subject to change based on payment history. 3. Seller reserves the right to select binding arbitration/venue in case of dispute. Page 3 of8,Quote 13217DP We appreciate the opportunity to bid on your needs and hope to have the privilege of working with you. Please feel free to contact me if you have any questions Sincerely, 1 pieg4(14 EATON SALES&SERVICE, LLC.--DEBtbRAH PHILLIPS (970)245-0144 Quote 13217DP,Total SI 8,821.00 Pa -I) • 4,14AI le ...„ TITLE �— 13( 11 t DATE Page 4 of8,Quote 13217D1' Terms&Conditions Establishment of Credit. This Contract shall be subject to Purchaser's establishing credit satisfactory to Seller's credit department showing Purchaser's ability to make payments in accordance with the terms of this Contract, 2. Entire Agreement. This Contract contains the entire agreement between Purchaser and Seller and shall be governed by and construed in accordance with the laws of the state of Seller's division designated on the applicable purchase order or this Contract, excluding, however, such state's choice of law rule for purposes of conflict of laws. This Contract may not be modified except with the written consent of Seller's Main Office,and cannot be countermanded by Purchaser. The terms hereof may not in any manner whatsoever be varied by Purchaser's acceptance or purchase order. In the event of any inconsistency between the terms and scope hereof and Purchaser's acceptance or purchase order, the terms and scope hereof shall control, and Purchaser shall be deemed to have assented to the same in full. 3. Errors. Stenographic and clerical errors are subject to correction. Claims for shortages,defective goods,errors or allowances must be made within thirty(30)days from the date of invoice. 4. Delivery;Shipment Terms; Freight Damage Claims. A. Shipping dates are approximate and are contingent on fire, accidents, strikes, floods, manufacturer production schedules, installation schedules and coordination of trades, transportation delays, or other causes beyond Seller's control. Seller will exert the utmost effort to perform satisfactorily its shipping obligations and meet installation schedules,but shall not be liable for delay for any reason or for damage in transit of any merchandise, equipment or materials furnished or purchased hereunder("Merchandise"). Seller may make delivery of Merchandise in installments, which will be separately invoiced. B. The shipping terms,including the F.O.B.point(such as"shipper's dock"or a designated destination)must be indicated.The shipping terms should also include whether freight is "collect"or to be"prepaid and add." If these terms are not indicated,they may be chosen by Seller. Whenever Merchandise is delivered to the designated F.O.B. point or a common carrier (by manufacturer or Seller), or is received by Purchaser, whichever is earlier, Seller's responsibility shall cease and title and full risk of loss (including transportation delays and losses), injury or destruction with respect to Merchandise by any cause whatsoever,shall pass to Purchaser and Purchaser shall be liable to Seller for the full price of the Merchandise, Delivery to Seller's plant for purposes of convenience, coordination or price protection shall be considered "delivery" for invoice purposes. When any contract is quoted on a F.O.B. destination basis, such destination or jobsite must be accessible for delivery by truck. C. If any damage is evident upon delivery, Purchaser must make a notation on the freight bill of lading and have the carrier's agent sign upon delivery for claim record. Purchaser must immediately notify Seller and lite a claim with the carrier, as Seller assumes no responsibility for goods damaged in shipment. Shortages and hidden damages or defects to goods must be reported to Seller and carrier within thirty (30) days of receipt of shipment. The quoted prices do not include the cost of unloading which shall be Purchaser's responsibility. 5. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHERWISE, EXCEPT AS PROVIDED BY ORIGINAL MANUFACTURERS. Page Sof 8.Quote 1321?DP 6. Indemnification. A, Purchaser hereby agrees to reimburse, indemnify, protect, defend and hold harmless Seller, and Seller's officers, directors, agents,servants, employees,attorneys,successors and assigns ("Seller's Representatives") against any and all of Seller's or Purchaser's losses,damages, liabilities,costs and expenses, including attorneys' fees,arising from or related to the shipment, installation, storage or use of Merchandise, including, but not limited to claims for property damage,personal injury or death,or any penalty or fine by a governmental agency for pollution, environmental damage, cleanup,or otherwise,and whether such claim is made by any third party against Seller or Purchaser, except to the extent that said damage, personal injury or death, or penalty or fine is proven to have been caused by Seller's sole negligence, R. Seller shall have NO LIABILITY for any Merchandise malfunctions or other problems resulting, directly or indirectly, from any accident (not caused by Seller), subsequent work on Merchandise by Purchaser or any third party, improper operation of Merchandise, inadequate maintenance and/or failure to properly protect Merchandise from environmental hazards. Seller does not assume any liability and Purchaser agrees to hold Seller harmless from and defend and indemnify Seller for losses or claims for any tanks that emerge from their set position and/or arc lost after installation due to improper ballasting, ground water, high water tables, or hydrostatic pressure, unless proper anchorage is provided for under the terms of this Contract. Purchaser shall at all times provide adequate ballast. C. Purchaser agrees to reimburse, indemnify, protect, defend and hold harmless Seller and Seller's Representatives against any and all claims for damages or lost profits arising from infringements of patents, designs, trade secrets, copyrights, trade names, and/or trademarks with respect to Merchandise manufactured either in whole or part to Purchaser's specifications. Seller assumes no liability for sales, engineering or application information extended by its personnel. Purchaser agrees to indemnify and hold harmless Seller and Seller's Representatives from any and all claims, losses, suits, damages,judgments,and costs,whether direct or indirect,arising from or related to sales, engineering or application information provided or representations made by Seller and/or Seller's Representatives. D. NO EMPLOYEE OR REPRESENTATIVE OF SELLER IS AUTHORIZED TO CHANGE THE FOREGOING INDEMNIFICATION PROVISIONS IN ANY WAY. 7. Insurance. Seller shall maintain adequate workers' compensation insurance covering its own employees. Unless otherwise specified, Purchaser shall maintain general liability, completed operations and builders' all-risks insurance,and shall meet financial responsibility requirements of federal and state storage tank regulations sufficient to protect against claims that may arise. Unless otherwise specified, Seller shall not be required to obtain fidelity or surety bonds,and the cost of any such bond may be added to the price. 8. No Employment Relationship. Seiler, in furnishing services hereunder, is acting only as an independent contractor. Seller does not undertake by this Contract or otherwise to perform any obligations of Purchaser, whether regulatory or contractual, or to assume any responsibility for Purchaser's business or operations. 9. Progress Payments. Seller, in its sole discretion, may require progress payments, covering the materials, labor, and subcontractor charges. In the event such payments are required by Seller, they will be invoiced from time to time,as determined by Seller. Payments will be in accordance with Seller's standard terms,as set forth. In the event Purchaser fails to pay any progress payment when due, Seller may suspend work, terminate the contract, or exercise any other rights it may have without incurring any liability whatsoever to Purchaser, Page 6 48.Quote 13217DP 10. Title. Title to and the right to possess Merchandise shall remain vested in Seller until Purchaser pays the entire purchase price. In the event Purchaser does not promptly pay the purchase price according to the terms hereof,or in the event Purchaser's credit or financial responsibility becomes impaired or unsatisfactory, as Seller may determine,or in the event Purchaser fails to perform any condition or obligation, Seller may, at its election, demand immediate payment in cash before making delivery,suspend delivery and terminate this contract,or mature the entire unpaid portion of the purchase price, in each event without notice and without any liability whatsoever to Purchaser. Upon Purchaser's bankruptcy, receivership, or failure to pay any amount when due, Seller may, at its option, declare this Contract terminated, enter the premises, and retake possession of Merchandise, whereupon all payments made by Purchaser will be forfeited as liquidated damages,rents and costs. 11. Cancellation and Return of Merchandise. Purchaser may cancel an order only upon advance written approval of Seller and provided Purchaser pays the freight charges and Seller's reasonable cancellation and restocking charges,based in part on manufacturer's charges. No Merchandise is returnable without Seller's advance written consent, with shipping instructions furnished, and no Merchandise will be accepted for credit without Seller's authorization. At the option of Seller, return of Merchandise prior to receiving Seller's approval will result in such Merchandise remaining the property of the Purchaser and it will be stored at Purchaser's risk and expense. If Seller accepts Merchandise in return for credit a handling charge, based in part on acceptance of the Merchandise for return by the manufacturer, will be charged and no credit will be issued to Purchaser until credit from the manufacturer is received. 12. Costs of Collection. If suit is brought by Seller for collection of the purchase price due under this Contract, Purchaser agrees to pay all costs of collection, including reasonable attorneys' fees and court costs. 13. Third-Party Installation; Storage Tanks. Seller will not be held responsible for property damage or other liability resulting from the installation by any third party of equipment or attendant connections; nor will Seller be held responsible for any damage or loss resulting from the use,under air pressure,of any storage tank, 14. Prior Testing. All tanks are thoroughly tested for leaks before shipment,and all pumps are set to correct measurement and sealed. Seller will not be responsible for any claims for loss of gasoline or other liquids, or any other losses whatsoever, by reason of leakage or inaccuracy of measurement. 15. IN NO EVENT SHALL SELLER BE HELD LIABLE TO PURCHASER OR ANY OTHER PERSON FOR ANY DAMAGES(INCIDENTAL,CONSEQUENTIAL,OR OTHERWISE)FOR BREACH OF WARRANTY,FAILURE OR DELAY IN MAKING DELIVERY,OR FOR ANY OTHER CAUSE EXCEPT AS SPECIFICALLY SET FORTH HEREIN. l6. Severability. The provisions of this Contract will be deemed severable, and if any provision of this Contract is held illegal,void or invalid under applicable law,such provision may be changed to the extent reasonably necessary to make the provision legal,valid and binding. If any provision of this Contract is held illegal, void or invalid in its entirety, the remaining provisions of this Contract will not be voided but will remain binding in accordance with their terms. Page 7 of 8,Quote 13217DP 17. Prices; Terms of Sale;Credit. A. All prices are quoted in good faith, however, from time to time, applicable taxes may increase or manufacturers may change prices without notice prior to shipment. As a result,Seller may quote an incorrect price,in which case Seller may,at its discretion,add such price or tax increase to Purchaser's price. B. All payments are to be made to Seller at its address and pursuant to the terms of this Contract and the applicable purchase order. All credits and terms of sale must be approved by Seller's Main Office at the time of the order and are subject to review and approval during the life of any contract. A finance charge of two percent(2%)per month (24% per year) may be charged on any unpaid balance remaining at the end of every thirty(30)day period. If payment is not made promptly when due, Purchaser must pay all costs and expenses of collection, including reasonable attorneys' fees. A time payment plan can be arranged only with advance approval by Seller's Main Office. Seller may revoke any credit extended to Purchaser because of its failure to pay when due or for any other reason. C. Purchaser shall be responsible for and shall pay all sales, use, excise, governmental surcharge, and other taxes(including penalties and interest) levied in connection with a sale. The stated prices do not include applicable taxes unless specified and Seller may charge for the same by a subsequent or supplemental invoice. I3. Purchaser hereby grants,and Seller hereby retains,a purchase-money security interest in all Merchandise, including the proceeds therefrom, for the purpose of securing Purchaser's obligation to make payment in full, until payment is received in full in cash or collected funds, at which time the security interest shall cease. Seller may, at its option, repossess Merchandise upon Purchaser's default in payment and charge Purchaser with any deficiency. Purchaser agrees to execute upon demand appropriate financing statements for perfecting this security interest. If any work is to be performed on property not owned by Purchaser, upon Seller's request, Purchaser shall provide a Landlord's Waiver in a form acceptable to Seller. IS. Governmental Compliance. Environmental compliance shall be Purchaser's responsibility and Purchaser's failure to comply strictly with applicable federal, state or local requirements, rules and/or regulations (including but not limited to those applicable to notice) shall completely void all express or implied warranties of Seller. It shall be Purchaser's responsibility to report any inventory shortage or suspected releases within 24 hours of such occurrence to federal,state and all other regulatory authorities having jurisdiction, in addition to Seller and a certified tank handler. Purchaser agrees to hold Seller harmless from and indemnify and defend Seller against any clams or liability relating to Purchaser's failure to comply strictly with all federal, state or local environmental requirements, rules and/or regulations, including those applicable to notice. Unless otherwise specified herein,Purchaser or its agent shall furnish a state fire marshal's permit, if required, and all other permits, licenses, inspection fees or approvals, whether required by federal,state or local regulations. Purchaser shall register all new or replacement regulated storage tanks in accordance with applicable state and local regulations. Purchaser represents that no consent, approval or authorization, declaration or filing with any third party or governmental agency is required in connection with the performance of the Purchaser's obligations hereunder or to permit Seller to perform its obligations hereunder, other than those approvals that have been previously obtained by Purchaser. 19. Hardware/Software Compatibility. In connection with this Contract, Purchaser and Seller assume that any fueling system hardware and software supplied by Purchaser is inherently compatible and requires only routine start-up and programming. If upon start-up, it is discovered that the hardware and/or software is not compatible or has innate deficiencies that require additional configuration or upgrading, Seller will be held harmless from any resulting delays in completion of the work, and shall be a entitled to full payment of the Contract Price notwithstanding. Page S of 8.Quote.!3 17DP 20. Administrative Provisions. A. Changes. This Contract may be amended at the request of either party from time to time by written Change Order signed by both parties,with such Change Order setting forth the particular changes to be made and the effect of such changes on the price and on the time of completion, subject to Seller's approval. A charge may be made for changes in drawings and/or specifications after Purchaser and Seller have previously agreed upon same. The total charge will include order reprocessing costs and additional material and labor costs. The total charges for these will be agreed to after receipt of written Purchaser authorization or direction for these changes. 13. Recordkeeping. Purchaser is responsible to keep daily accurate inventory records on products stored in tanks, lines, and dispensing equipment. In the event of a shortage within thirty(30)days from date of installation, Purchaser shall immediately notify Seller by telephone, to be followed with written confirmation. In no event shall Seller be responsible for shortages, clean-up or related costs incurred for said shortages prior to notification. C. Contingencies. Seller will be excused from performance under this Contract and will have no liability for any period it is prevented from performing any of its obligations, in whole or in part,as a result of delays caused by the Purchaser or a third party or by any act of God, war, civil disturbance, fire, floods, frost, manufacturers' production schedules,installation schedules and coordination of trades, delays in transportation,acts of government agencies,accidents, court order,labor disputed third party performance or nonperformance,or other causes beyond Seller's reasonable control, including failures or fluctuations in electrical power, heat, light, or telecommunications, and such nonperformance shall not be a default hereunder, or grounds for termination of this Contract. 0. Recordings. Seller may take photographs and video recording of all aspects of excavation and installation. 21. Notice of Lien Rights. To Protect all parties,a mechanical lien will be automatically filed when payment is not received according to the terms of this Contract. Seller hereby notifies Purchaser that persons or companies furnishing labor or materials for the construction on Purchaser's land may have lien rights on said land and buildings if not paid. • .f.10,1X,nr Eaten &des At Service LLC PETROLEUM EQUIPMENT MAWS INS7ALIATION (970)246-0144 FAX:(970)246-1143 July 13.2015 Pitkin County 76 Service Center Rd Aspen,CO 81611 Attn: Jonah Frank. RE: Dispenser and Submersible Pump Upgrade Quote: I5086DP Eaton Sales&.Service is pleased to submit the fellowing quote for yoitr consideration: EQUIPMENT 2 Red Jacket Submersible Pump Dresser Wayne 2-Hose,2-Product Dispenser • All Other Equipment Needed To Complete Scope Of Work Total For AbOve,S15;635.00 LABOR. ES&S.Labor Travel/Mileage Per Diem - Electrical • Freight Total For Above S7;823.00 RECAP. Equipment S15,635.00 Labor 7,823.00 Total For Above 523,458.00 Note: Customer will provide equipment and labor to move concrete blocks,provide a 3'x3x 6" thick concrete slab for Eaton to mount the dispenser to. Customer will move concrete blocks back into place to protect the new dispensing device. This quote is based on the.TLS-41 Veeder knot console being approved,as that quote included the electrical upgrades as needed to power the submersible turbines and solenoids This quote ineludes.a 2 hose,2 product dispenser for future change of fuel product based on customer's needs Currently both tank&have diesel. 55525 ROAD • GRAND JUNCTION.COLORADO 81505 • Page 2 of 8.Quote 1508601' SCOPE OF WORK: • Eaton's electrician to provide material and labor as required for this scope of work. • Disconnect and remove existing 115 volt pumps. • Install submersible risers,submersibles,solenoids,and ball valves. • On the customer provided concrete pad install a Wayne Fleet dispenser on stand with dispenser pan. 9 Plumb with 1.5"flex line and piping from each tank separately to the 2 hose,2 product dispenser. • Terminate product lines and electrical. • From the dispenser terminate pulsers to the existing Ward fuel management system. • Purge and calibrate the dispenser. • Verify readings to the Ward system. • Complete start-up and warranty paperwork. TERMS OF PAYMENT: 1. Terms are Net 10 days,with prior approval of credit. 2. Percentage of contract will be billed as follows: 35%down payment required 35%upon notification ofshipment of materials Balance Due upon 100% completion of contract 3. No retention or liquidated damages are allowed on our price 4. Customer agreements and payment terms with third parties are wholly independent of Seller's term and shall not affect the payment and terms of this Contract. 5. If applicable,Seller takes exception to any third-party licensed surety bonding requirements. Seller may,however,offer alternatives to satisfy Purchaser's bonding requirements 6. Credit Card payments$5,000.00 or greater will be charged a convenience fee of 3%per dollar of invoice. COMMENTS: 1. The prices in this quote are firm through delivery,based on receipt of an order and authorization to proceed within 30 days from the date of this proposal. 2. F.O.B.Aspen,Co 3. All applicable state and local taxes are excluded. CONSTRUCTION COMMENTS: The proposal does not include encountering,removing or disposing of contaminated materials. Charges for original job Impact will be handled on a separate time and material basis. Note: Any sludge or residue not removable by normal pumping procedures,will have to be handled on a separate time and material basis. The sludge or liquid will have to be properly drummed and left on site,and will be an added cost above this quote. GENERAL CONDITIONS: 1. Subject to Terms and Conditions on following pages. 2. All terms are subject to change based on payment history. 3. Seller reserves the right to select binding arbitration/venue in case of dispute. Page 3 of 8.Quote 15(1S6DP We appreciate the opportunity to bid on your needs and hope to have the privilege of working with you. Please feel free to contact me if you have any questions Sincerely, ' •/ c EATON SALES&SERVICE,LLC.—DE' •RAI 'IIILLIPS (970)245-0144 Quote I5086DP,Total$23,458.00 CCEPTED / . , TITLE Et/ C DATE Page 4 qf8.(prole 15086DP Terms& Conditions Establishment of Credit. This Contract shall be subject to Purchaser's establishing credit satisfactory to Seller's credit department showing Purchaser's ability to make payments in accordance with the terms of this Contract. 2. Entire Agreement. This Contract contains the entire agreement between Purchaser and Seiler and shall be governed by and construed in accordance with the laws of the state of Seller's division designated on the applicable purchase order or this Contract, excluding, however, such state's choice of law rule for purposes of conflict of laws. This Contract may not be modified except with the written consent of Seller's Main orrice,and cannot be countermanded by Purchaser. The terms hereof may not in any manner whatsoever be varied by Purchaser's acceptance or purchase order. In the event of any inconsistency between the terms and scope hereof and Purchaser's acceptance or purchase order, the terms and scope hereof shall control, and Purchaser shall be deemed to have assented to the same in full. 3. Errors. Stenographic and clerical errors are subject to correction. Claims for shortages, defective goods,errors or allowances must be made within thirty(30)days from the date of invoice. 4. Delivery;Shipment Terms; Freight Damage Claims. A. Shipping dates are approximate and are contingent on fire, accidents, strikes, floods, manufacturer production schedules, installation schedules and coordination of trades, transportation delays, or other causes beyond Seller's control, Seller will exert the utmost effort to perform satisfactorily its shipping obligations and meet installation schedules, but shall not be liable for delay for any reason or for damage in transit of any • merchandise,equipment or materials furnished or purchased hereunder("Merchandise"). Seller may make delivery of Merchandise in installments, which will be separately invoiced. B. The shipping terms,including the F.O.B.point(such as"shipper's dock"or a designated destination)must be indicated.The shipping terms should also include whether freight is "collect"or to be"prepaid and add." If these terms are not indicated,they may be chosen by Seller. Whenever Merchandise is delivered to the designated F.O.B. point or a common carrier(by manufacturer or Seller), or is received by Purchaser, whichever is earlier, Seller's responsibility shall cease and title and full risk of loss (including transportation delays and losses), injury or destruction with respect to Merchandise by any cause whatsoever, shall pass to Purchaser and Purchaser shall be liable to Seller for the full price of the Merchandise. Delivery to Seller's plant for purposes of convenience, coordination or price protection shall be considered "delivery" for invoice purposes. When any contract is quoted on a F.O.B. destination basis, such destination or jobsite must be accessible for delivery by truck. C. If any damage is evident upon delivery, Purchaser must make a notation on the freight bill of lading and have the carrier's agent sign upon delivery for claim record. Purchaser must immediately notify Seller and file a claim with the carrier, as Seller assumes no responsibility for goods damaged in shipment. Shortages and hidden damages or defects to goods must be reported to Seller and carrier within thirty (30) days of receipt of shipment. The quoted prices do not include the cost of unloading which shall be Purchaser's responsibility. S. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHERWISE, EXCEPT AS PROVIDED BY ORIGINAL MANUFACTURERS. Page S ef8,Quote 15086131' 6. Indemnification. A. Purchaser hereby agrees to reimburse, indemnify, protect, defend and hold harmless Seller,and Seller's officers,directors, agents, servants, employees, attorneys, successors and assigns ("Seller's Representatives") against any and all of Seller's or Purchaser's losses,damages, liabilities,costs and expenses, including attorneys' fees,arising from or related to the shipment, installation, storage or use of Merchandise, including, but not limited to claims for property damage, personal injury or death,or any penalty or fine by a governmental agency for pollution,environmental damage,cleanup,or otherwise, and whether such claim is made by any third party against Seller or Purchaser,except to the extent that said damage, personal injury or death, or penalty or fine is proven to have been caused by Seller's sole negligence. 13. Seller shall have NO LIABILITY for any Merchandise malfunctions or other problems resulting, directly or indirectly, from any accident (not caused by Seller), subsequent work on Merchandise by Purchaser or any third party, improper operation of Merchandise, inadequate maintenance and/or failure to properly protect Merchandise from environmental hazards. Seller does not assume any liability and Purchaser agrees to hold Seller harmless from and defend and indemnify Seller for losses or claims for any tanks that emerge front their set position and/or are lost after installation due to improper ballasting, ground water, high water tables, or hydrostatic pressure, unless proper anchorage is provided for under the terms of this Contract. Purchaser shall at all times provide adequate ballast. C. Purchaser agrees to reimburse, indemnify, protect, defend and hold harmless Seller and Seller's Representatives against any and all claims for damages or lost profits arising from infringements of patents, designs, trade secrets, copyrights, trade names, and/or trademarks with respect to Merchandise manufactured either in whole or part to Purchaser's specifications. Seller assumes no liability for sales, engineering or application information extended by its personnel. Purchaser agrees to indemnify and hold harmless Seller and Seller's Representatives from any and all claims, losses, suits, damages,judgments,and costs,whether direct or indirect,arising from or related to sales, engineering or application information provided or representations made by Seller and/or Seller's Representatives. D. NO EMPLOYEE OR REPRESENTATIVE OF SELLER IS AUTHORIZED TO CHANGE THE FOREGOING INDEMNIFICA'T'ION PROVISIONS IN ANY WAY. 7. Insurance. Seller shall maintain adequate workers' compensation insurance covering its own employees. Unless otherwise specified, Purchaser shall maintain general liability, completed operations and builders'all-risks insurance,and shall meet financial responsibility requirements of federal and state storage tank regulations sufficient to protect against claims that may arise. Unless otherwise specified, Seller shall not be required to obtain fidelity or surety bonds,and the cost of any such bond may be added to the price. 8. No Employment Relationship. Seller, in furnishing services hereunder, is acting only as an independent contractor. Seller does not undertake by this Contract or otherwise to perform any obligations of Purchaser, whether regulatory or contractual, or to assume any responsibility for Purchaser's business or operations. 9. Progress Payments. Seller, in its sole discretion, may require progress payments, covering the • materials, labor, and subcontractor charges. In the event such payments are required by Seller, they will be invoiced from time to time,as determined by Seller. Payments will be in accordance with Seller's standard terms,as set forth. In the event Purchaser fails to pay any progress payment when due, Seller may suspend work, terminate the contract, or exercise any other rights it may have without incurring any liability whatsoever to Purchaser. Page 6 o/s.Quote 150861P • 10. Title. Title to and the right to possess Merchandise shall remain vested in Seller until Purchaser pays the entire purchase price. In the event Purchaser does not promptly pay the purchase price according to the terms hereof,or in the event Purchaser's credit or financial responsibility becomes impaired or unsatisfactory,as Seller may determine,or in the event Purchaser fails to perform any condition or obligation, Seller may, at its election, demand immediate payment in cash before making delivery,suspend delivery and terminate this contract,or mature the entire unpaid portion of the purchase price, in each event without notice and without any liability whatsoever to Purchaser. Upon Purchaser's bankruptcy, receivership, or failure to pay any amount when due, Seller may, at its option, declare this Contract terminated, enter the premises, and retake possession of Merchandise, whereupon all payments made by Purchaser will be forfeited as liquidated damages,rents and costs. 11. Cancellation and Return of Merchandise. Purchaser may cancel an order only upon advance written approval of Seller and provided Purchaser pays the freight charges and Seller's reasonable cancellation and restocking charges,based in part on manufacturer's charges. No Merchandise is returnable without Seller's advance written consent, with shipping instructions furnished,and no Merchandise will be accepted for credit without Seller's authorization. At the option of Seller, return of Merchandise prior to receiving Seller's approval will result In such Merchandise remaining the property of the Purchaser and it will be stored at Purchaser's risk and expense. If Seller accepts Merchandise in return for credit a handling charge, based in part on acceptance of the Merchandise for return by the manufacturer, will be charged and no credit will be issued to Purchaser until credit from the manufacturer is received. 12. Costs of Collection. If suit is brought by Seller for collection of the purchase price due under this Contract, Purchaser agrees to pay all costs of collection, including reasonable attorneys' fees and court costs. i3. Third-Party Installation; Storage Tanks. Seller will not be held responsible for property damage or other liability resulting from the installation by any third party of equipment or attendant connections; nor will Seller be held responsible for any damage or loss resulting from the use,under air pressure,of any storage tank. 14. Prior Testing. All tanks are thoroughly tested for leaks before shipment,and all pumps are set to correct measurement and sealed. Seller will not be responsible for any claims for loss of gasoline or other liquids, or any other losses whatsoever, by reason of leakage or inaccuracy of measurement. • 15. IN NO EVENT SHALL SELLER BE HELD LIABLE TO PURCHASER OR ANY OTHER PERSON FOR ANY DAMAGES(INCIDENTAL,CONSEQUENTIAL,OR OTHERWISE)FOR BREACH OF WARRANTY, FAILURE OR DELAY IN MAKING DELIVERY,OR FOR ANY OTHER CAUSE EXCEPT AS SPECIFICALLY SET FORTH HEREIN. 16, Severability. The provisions of this Contract will be deemed severable, and if any provision of this Contract is held illegal,void or invalid under applicable law, such provision may be changed to ilie extent reasonably necessary to make the provision legal,valid and binding. If any provision of this Contract is held illegal, void or invalid in its entirety, the remaining provisions of this Contract will not be voided but will remain binding in accordance with their terins. Page 7 q/S,Owe I SOS6DP 17. Prices;Terms of Sale; Credit. A. All prices are quoted in good faith, however, from time to time, applicable taxes may increase or manufacturers may change prices without notice prior to shipment. As a result,Seller may quote an incorrect price,in which case Seller may,at its discretion,add such price or tax increase to Purchaser's price. B. All payments are to be made to Seller at its address and pursuant to the terms of this Contract and the applicable purchase order. All credits and terms of sale must be approved by Seller's Main Office at the time of the order and are subject to review and approval during the life of any contract. A finance charge of two percent(2%)per month (24% per year) may be charged on any unpaid balance remaining at the end of every thirty (30)day period. If payment is not made promptly when due, Purchaser must pay all costs and expenses of collection, including reasonable attorneys' fees. A time payment plan can be arranged only with advance approval by Seller's Main Office. Seller may revoke any credit extended to Purchaser because of its failure to pay when due or for any other reason. C. Purchaser shall be responsible for and shall pay all sales, use, excise, governmental surcharge, and other taxes(including penalties and interest) levied in connection with a sale. The stated prices do not include applicable taxes unless specified and Seller may charge for the same by a subsequent or supplemental invoice. D. Purchaser hereby grants,and Seller hereby retains,a purchase-money security Interest in all Merchandise, including the proceeds therefrom, for the purpose of securing Purchaser's obligation to make payment in full, until payment is received in full in cash or collected funds, at which time the security interest shall cease. Seller may, at its option,repossess Merchandise upon Purchaser's default in payment and charge Purchaser with any deficiency. Purchaser agrees to execute upon demand appropriate financing statements for perfecting this security interest. If any work is to be performed on property not owned by Purchaser, upon Seller's request, Purchaser shall provide a Landlord's Waiver in a form acceptable to Seller. 18, Governmental Compliance. Environmental compliance shall be Purchaser's responsibility and Purchaser's failure to comply strictly with applicable federal, state or local requirements, rules and/or regulations (including but not limited to those applicable to notice)shall completely void all express or implied warranties of Seller. it shall be Purchaser's responsibility to report any inventory shortage or suspected releases within 24 hours of such occurrence to federal,state and all other regulatory authorities having jurisdiction, in addition to Seller and a certified tank handler. Purchaser agrees to hold Seller harmless from and indemnify and defend Seller against any clams or liability relating to Purchaser's failure to comply strictly with all federal, state or local environmental requirements, rules and/or regulations, including those applicable to notice. Unless otherwise specified herein,Purchaser or its agent shall furnish a state fire marshal's permit, if required, and all other permits, licenses, inspection fees or approvals, whether required by federal,state or local regulations.Purchaser shall register all new or replacement regulated storage tanks in accordance with applicable state and local regulations. Purchaser represents that no consent, approval or authorization, declaration or filing with any third party or governmental agency is required in connection with the performance of the Purchaser's obligations hereunder or to permit Seller to perform its obligations hereunder, other than those approvals that have been previously obtained by Purchaser. 19. Hardware/Software Compatibility. In connection with this Contract, Purchaser and Seller assume that any fueling system hardware and software supplied by Purchaser is inherently compatible and requires only routine start-up and programming. If upon start-up, it Is discovered that the hardware and/or software is not compatible or has innate deficiencies that require additional configuration or upgrading, Seller will be held harmless from any resulting delays in completion of the work, and shall be a entitled to full payment of the Contract Price notwithstanding. Page 8 q/$.Quote 15086DP 20. Administrative Provisions. A. Changes. This Contract may be amended at the request of either party from time to time by written Change Order signed by both parties, with such Change Order setting forth the particular changes to be made and the effect of such changes on the price and on the time of completion, subject to Seller's approval. A charge may be made for changes in drawings and/or specifications after Purchaser and Seller have previously agreed upon same. The total charge will include order reprocessing costs and additional material and labor costs. The total charges for these will be agreed to after receipt of written Purchaser authorization or direction for these changes. B. Reeordkeeping. Purchaser is responsible to keep daily accurate inventory records on products stored in tanks, lines, and dispensing equipment. In the event of a shortage within thirty(30)days from date of installation,Purchaser shall immediately notify Seller by telephone, to be followed with written confirmation. In no event shall Seller be responsible for shortages, clean-up or related costs incurred for said shortages prior to notification, C. Contingencies. Seller will be excused from performance under this Contract and will have no liability for any period it is prevented from performing any of its obligations, in whole or in part, as a result of delays caused by the Purchaser or a third party or by any act of God, war, civil disturbance, fire, floods, frost, manufacturers' production schedules,installation schedules and coordination of trades,delays in transportation,acts of government agencies,accidents,court order, labor disputed third party performance or nonperformance,or other causes beyond Seller's reasonable control, including failures or fluctuations in electrical power, heat, light, or telecommunications, and such nonperformance shall not be a default hereunder, or grounds for termination of this Contract. D. Recordings. Seller may take photographs and video recording of all aspects of excavation and installation. 21. Notice of Lien Rights. To Protect all parties,a mechanical lien wilt be automatically filed when payment is not received according to the terms of this Contract. Seller hereby notifies Purchaser that persons or companies furnishing labor or materials for the construction on Purchaser's land may have lien rights on said land and buildings if not paid. , ti,,Cmulifirl '''''%,- ;:**•`'Y' 1; '' E at ill' I I sles & Service ! LC PETROLEUM EQUIPMENT TANKS INSTALLATION (970)245-0144 FAX:(970)245-1143 June 29,2015 Pitkin County Shop 76 Service Center Road Aspen,CO 81611 Atm: Jonah Frank RE: Benecor DEF Tote Enclosure/Customer will provide the DEE Totes/Drums as needed Eaton Sales&Service is pleased to submit the following quote for your consideration: EQUIPMENT 1 Benecor DEF Tote.Enclosure,Cold Weather, 'A hp pump,25'hose reel,pulse meter with display Total For Above$17,366.00 Taxes excluded Terms:50%down payment,balance due upon notification of shipment of material. Estimated Freight Charges to Aspen,Co TOTAL $1,900.00-$2,000,00 Assume approx,4-6 weeks for delivery to Aspen after receipt of order. Installation of the above equipment is not included,Eaton will provide an electrical quote separately. We appreciate the opportunity to bid on your needs and hope to have the•privilege of working with you. Please feel free to contact me if you have any questions Sincerely, °N ---1 .s. ,„....LL.6„4. A__ ,-pit , / EATON SALES&SERVICE,LLC.—DE r. RAH PHILLIPS (970)245-0144 'V N - ACCEPTED if A fir fir I TLE 47; 11 I ATE 556 25 ROAD o GRAND JUNCTION,COLORADO 81505 . Arse AraN a � Eat' n Sales Service LLC PLSROLEUr11 EQUIPMENT TANKS INSTALLATION (070)245-0144 FAX:(070)245-11.43 July 7,:201 5 Pitkin:County 76'Service Rd Aspen,CO,81611 Attn: Jontlh Frank RE: Tank Monitor Equipment Ferrite!l Inventories,Water Detection and Interstitial Sensing for Landfill Quote: 132 tGDP Eaton Sales.,&Service is pleased to Submit the following quote for your consideration: TANK MONITOR Veeder Root TLS-4 Console 2 Inventory Tants Probes: 4"Diesel Float Kits 2 4"Prole Caps 2 Interstitial..Sensors 2 Interstitial Caps. 4"Probe Risers 2 Pipe Thread Sealant Total 1 r Above$84069.00 Note: Customer-to provide tank monitor lnterfaee:board#n the.Ward-system if needed. Probes are invcntorj'and water detection only. LABOR ES&S Labor -. Travel/Mileage Per Diem Electrical Total FOr Above S.10_,040.00 RECAP Tank Monitor $8,069.00 Labor 10,040.00 Too For Above$18,109.00 556 25 ROAD • GRAND JUNCTION,0O4.ORADO;81505 Page?q13.Owe. 132161)? SCOPE OF WORK: This quote includes the costs for Eaton's electrician to provide a new electrical sub panel at the fuel tank area and provide 220 volts to the panel.Eaton's electrician to provide a mounting structure for the new sub panel,Veeder Root console and overfill alarm and acknowledgement switch. • Install a heated cabinet for the Veeder Root to maintain correct operating temperature of the tank monitor console. • Install the TLS-4 console in the heated cabinet • Remove existing clock gauges with alarms.Probes install in these tank openings. • Install tank probes,float kits, probe caps,interstitial sensors and interstitial caps on the two diesel fuel tanks • Eaton's electrician to provide conduit and wire to the console,overfill alarm and acknowledgement switch,tank probes and sensors from the tank to the Veeder Root console • Eaton's electrician to provide RS-232 wire from the tank console to the customer's existing Ward fuel management system for customer communication through the Ward system to the Veeder Root console. • Program the Veeder Root,verify correct inventory readings and 90%overfill alarm condition. • Customer to verify communication to the Veeder Root through the Ward system • Complete start-up and warranty paperwork TERMS OF PAYMENT: 1, Terms are Net 10 days,. 2. Percentage of contract will be billed as follows: 35%down payment required - 35%upon notification of shipment of materials Balance due upon 100% completion of contract 3. No retention or liquidated damages are allowed on our price 4. Customer agreements and payment terms with third parties are wholly independent of Seller's term and shall not affect the payment and terms of this Contract. 5. if applicable,Seller takes exception to any third-party licensed surety bonding requirements. Seller may,however,oiler alternatives to satisfy Purchaser's bonding requirements COMMENTS: I. The prices in this quote are firm through delivery,based on receipt of an order and authorization to proceed within 30 days from the date of this proposal. 2. F.O.B. Aspen, CO 3. All applicable state and local taxes are excluded. CONSTRUCTION COMMENTS: The proposal does nor include encountering,removing or disposing of contaminated materials. Charges for original job impact will be handled on a separate time and material basis. Note: Any sludge or residue not removable by normal pumping procedures,will have to be handled on a separate time and material basis. The sludge or liquid will have to be properly drummed and left on site,and will be an added cost above this quote. GENERAL CONDITIONS: I. Subject to Terms and Conditions on following pages. 2. All terms are subject to change based on payment history. 3, Seiler reserves the right to select binding arbitration/venue in case of dispute. Page 3 of8.Quote 13316DP We appreciate the opportunity to bid on your needs and hope to have the privilege of working with you. Please feel free to contact me if you have any questions Sincerely, ,�.. I __! j.......lL4r EATON SALES&SER I ,LLC.—DEBORA i PHILLIPS (970)245-0144 Quote 13216DP,Total$18,109.00 Ali► I ACC-PTE(D� A ' • �►y a TITL li DA 'E Page.1 of Quote 132161)1' Terms&Conditions Establishment of Credit. This Contract shall be subject to Purchaser's establishing credit satisfactory to Seller's credit department showing Purchaser's ability to make payments in accordance with the terms of this Contract. 2. Entire Agreement. This Contract contains the entire agreement between Purchaser and Seller and shall be governed by and construed in accordance with the laws of the state of Seller's division designated on the applicable purchase order or this Contract, excluding, however, such state's choice of law rule for purposes of conflict of laws. This Contract may not be modified except with the written consent of Seller's Main Office,and cannot be countermanded by Purchaser. The terms hereof may not in any manner whatsoever be varied by Purchaser's acceptance or purchase order. In the event of any inconsistency between the terms and scope hereof and Purchaser's acceptance or purchase order, the tertius and scope hereof shall control, and Purchaser shall be deemed to have assented to the same in full. 3. Errors. Stenographic and clerical errors arc subject to correction. Claims for shortages,defective goods,errors or allowances must be made within thirty(30)days from the date of invoice. 4. Delivery;Shipment Terms; Freight Damage Claims. A. Shipping dates are approximate and are contingent on fire, accidents, strikes, floods, manufacturer production schedules, installation schedules and coordination of trades, transportation delays, or other causes beyond Seller's control. Seller will exert the utmost effort to perform satisfactorily its shipping obligations and meet installation schedules,but shall not be liable for delay for any reason or for damage in transit of any merchandise,equipment or materials furnished or purchased hereunder("Merchandise"). Seller may make delivery of Merchandise in installments, which will be separately invoiced. B. The shipping terms, including the F.O.B.point(such as"shipper's dock"or a designated destination)must be indicated.The shipping terms should also include whether freight is "collect"or to be"prepaid and add." If these terms are not indicated,they may be chosen by Seller. Whenever Merchandise is delivered to the designated F.O.B. point or a common carrier(by manufacturer or Seller), or is received by Purchaser, whichever is earlier, Seller's responsibility shall cease and title and full risk of loss (including transportation delays and losses), injury or destruction with respect 10 Merchandise by any cause whatsoever, shall pass to Purchaser and Purchaser shall be liable to Seller for the full price of the Merchandise. Delivery to Seller's plant for purposes of convenience, coordination or price protection shall be considered "delivery" for invoice purposes. When any contract is quoted on a F.O.B. destination basis, such destination or jobsite must be accessible for delivery by truck. C. If any damage is evident upon delivery, Purchaser must make a notation on the freight bill of lading and have the carrier's agent sign upon delivery for claim record, Purchaser must immediately notify Seller and file a claim with the carrier, as Seller assumes no responsibility for goods damaged in shipment. Shortages and hidden damages or defects to goods must be reported to Seller and carrier within thirty (30) days of receipt of shipment. The quoted prices do not include the cost of unloading which shall be Purchaser's responsibility. 5. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, FiTNESS FOR PURPOSE, OR OTHERWISE, EXCEPT AS PROVIDED BY ORIGINAL MANUFACTURERS. Page 5 or8,Quofe 13216DP 6. Indemnification. A. Purchaser hereby agrees to reimburse, indemnify, protect, defend and hold harmless Seller, and Seller's officers,directors, agents,servants, employees,attorneys, successors and assigns ("Seller's Representatives") against any and all of Seller's or Purchaser's losses,damages, liabilities,costs and expenses, including attorneys' fees,arising from or related to the shipment, installation, storage or use of Merchandise, including, but not limited to claims for property damage, personal injury or death,or any penalty or fine by a governmental agency for pollution, environmental damage,cleanup, or otherwise, and whether such claim is made by any third party against Seller or Purchaser,except to the extent that said damage, personal injury or death, or penalty or fine is proven to have been caused by Seller's sole negligence. B. Seller shall have NO LIABILITY for any Merchandise malfunctions or other problems resulting, directly or indirectly, from any accident (not caused by Seller), subsequent work on Merchandise by Purchaser or any third party, improper operation of Merchandise, inadequate maintenance and/or failure to properly protect Merchandise from environmental hazards. Seller does not assume any liability and Purchaser agrees to hold Seller harmless from and defend and indemnify Seller for losses or claims for any tanks that emerge from their set position and/or are lost after installation due to improper ballasting, ground water, high water tables, or hydrostatic pressure, unless proper anchorage is provided for under the terms of this Contract. Purchaser shall at all times provide adequate ballast. C. Purchaser agrees to reimburse, indemnify, protect, defend and hold harmless Seller and Seller's Representatives against any and all claims for damages or lost profits arising from infringements of patents, designs, trade secrets, copyrights, trade names, and/or trademarks with respect to Merchandise manufactured either in whole or part to Purchaser's specifications. Seller assumes no liability for sales, engineering or application information extended by its personnel. Purchaser agrees to indemnify and hold harmless Seller and Seller's Representatives from any and all claims, losses, suits, damages,judgments,and costs,whether direct or indirect,arising from or related to sales, engineering or application information provided or representations made by Seller and/or • Seller's Representatives. D. NO EMPLOYEE OR REPRESENTATIVE OF SELLER IS AUTHORIZED TO CHANGE THE FOREGOING INDEMNIFICATION PROVISIONS IN ANY WAY. 7. Insurance. Seller shall maintain adequate workers' compensation insurance covering its own employees. Unless otherwise specified, Purchaser shall maintain general liability, completed operations and builders'all-risks insurance,and shall meet financial responsibility requirements of federal and state storage tank regulations sufficient to protect against claims that may arise. Unless otherwise specified, Seller shall not be required to obtain fidelity or surety bonds,and the cost of any such bond may be added to the price. 8. No Employment Relationship. Seller, in famishing services hereunder, is acting only as an independent contractor. Seller does not undertake by this Contract or otherwise to perform any obligations of Purchaser, whether regulatory or contractual, or to assume any responsibility for Purchaser's business or operations. 9. Progress Payments. Seller, in its sole discretion, may require progress payments, covering the materials, labor, and subcontractor charges. In the event such payments are required by Seller, they will be invoiced from time to time,as determined by Seller. Payments will be in accordance with Seller's standard terms, as set forth. In the event Purchaser fails to pay any progress payment when due, Seller may suspend work, terminate the contract, or exercise any other rights it may have without incurring any liability whatsoever to Purchaser. Page 6 of S.Quote l32/6DP 10. Title. Title to and the right to possess Merchandise shall remain vested in Seller until Purchaser pays the entire purchase price. In the event Purchaser does not promptly pay the purchase price according to the terms hereof,or in the event Purchaser's credit or financial responsibility becomes impaired or unsatisfactory,as Seller may determine,or in the event Purchaser fails to perform any condition or obligation, Seller may, at its election, demand immediate payment in cash before making delivery,suspend delivery and terminate this contract,or mature the entire unpaid portion of the purchase price, in each event without notice and without any liability whatsoever to Purchaser. Upon Purchaser's bankruptcy, receivership, or failure to pay any amount when due, Seller may, at its option, declare this Contract terminated, enter the premises, and retake possession of Merchandise, whereupon all payments made by Purchaser will be forfeited as liquidated damages,rents and costs. 11. Cancellation and Return of Merchandise. Purchaser may cancel an order only upon advance written approval of Seller and provided Purchaser pays the freight charges and Seller's reasonable cancellation and restocking charges,based in part on manufacturer's charges. No Merchandise is returnable without Seller's advance written consent, with shipping instructions furnished,and no Merchandise will be accepted for credit without Seller's authorization. At the option of Seller, return of Merchandise prior to receiving Seller's approval will result in such Merchandise remaining the property of the Purchaser and it will be stored at Purchaser's risk and expense. If Seller accepts Merchandise in return for credit a handling charge, based in part on acceptance of the Merchandise for return by the manufacturer, will be charged and no credit will be issued to Purchaser until credit from the manufacturer is received. 12. Costs of Collection. Ifsuit is brought by Seller for collection of the purchase price due under this Contract, Purchaser agrees to pay all costs of collection, including reasonable attorneys' fees and court costs. 13. Third-Party Installation; Storage Tanks. Seller will not be held responsible for property damage or other liability resulting from the installation by any third party of equipment or attendant connections; nor will Seller be held responsible for any damage or loss resulting from the use,under air pressure,of any storage tank. 14. Prior Testing. All tanks are thoroughly tested for leaks before shipment,and all pumps are set to correct measurement and sealed. Seller will not be responsible for any claims for loss of gasoline or other liquids, or any other losses whatsoever, by reason of leakage or inaccuracy of measurement. 15. IN NO EVENT SHALL SELLER BE HELD LIABLE TO PURCHASER OR ANY OTHER PERSON FOR ANY DAMAGES(INCIDENTAL,CONSEQUENTIAL,OR OTHERWISE)FOR BREACH OF WARRANTY, FAILURE OR DELAY IN MAKING DELIVERY,OR FOR ANY OTHER CAUSE EXCEPT AS SPECIFICALLY SET FORTH HEREIN. 16. Severability. The provisions of this Contract will be deemed severable,and if any provision of this Contract is held illegal,void or invalid under applicable law, such provision may be changed to the extent reasonably necessary to make the provision legal,valid and binding. If any provision of this Contract is held illegal, void or invalid in its entirety, the remaining provisions of this Contract will not be voided but will remain binding in accordance with their terms. Page 7 48.Quote 13216DP 17. Prices;Terms of Sale;Credit. A. All prices are quoted in good faith, however, from time to time, applicable taxes may increase or manufacturers may change prices without notice prior to shipment. As a result,Seller may quote an incorrect price,in which case Seller may,at its discretion,add such price or tax increase to Purchaser's price. B. All payments are to be made to Seller at its address and pursuant to the terms of this Contract and the applicable purchase order. All credits and terms of sale must be approved by Seller's Main Office at the time of the order and arc subject to review and approval during the life of any contract. A finance charge of two percent(2%)per month (24% per year) may be charged on any unpaid balance remaining at the end of every thirty(30)day period. If payment is not made promptly when due, Purchaser must pay all costs and expenses of collection, including reasonable attorneys' fees. A time payment plan can be arranged only with advance approval by Seller's Main Office. Seller may revoke any credit extended to Purchaser because of its failure to pay when due or for any other reason. C. Purchaser shall be responsible for and shall pay all sales, use, excise, governmental surcharge, and other taxes (including penalties and interest) levied in connection with a sale. The stated prices do not include applicable taxes unless specified and Seller may charge for the same by a subsequent or supplemental invoice. D. Purchaser hereby grants, and Seller hereby retains,a purchase-money security interest in all Merchandise, including the proceeds therefrom, for the purpose of securing Purchaser's obligation to make payment in full, until payment is received in full in cash or collected funds, at which time the security interest shall cease. Seller may, at its option,repossess Merchandise upon Purchaser's default in payment and charge Purchaser with any deficiency. Purchaser agrees to execute upon demand appropriate financing statements for perfecting this security interest. If any work is to be performed on property not owned by Purchaser, upon Seller's request, Purchaser shall provide a Landlord's Waiver in a form acceptable to Seller. IS. Governmental Compliance. Environmental compliance shall be Purchaser's responsibility and Purchaser's failure to comply strictly with applicable federal, state or local requirements, ndes and/or regulations(including but not limited to those applicable to notice) shall completely void all express or implied warranties of Seller. It shall be Purchaser's responsibility to report any inventory shortage or suspected releases within 24 hours of such occurrence to federal,state and all other regulatory authorities having jurisdiction, in addition to Seller and a certified tank handler. Purchaser agrees to hold Seller harmless from and Indemnify and defend Seller against any clams or liability relating to Purchaser's failure to comply strictly with all federal, state or local environmental requirements, rules and/or regulations, including those applicable to notice. Unless otherwise specified herein,Purchaser or its agent shall furnish a state fire marshal's permit, if required, and all other permits, licenses, inspection fees or approvals, whether required by federal,state or local regulations.Purchaser shall register all new or replacement regulated storage tanks in accordance with applicable state and local regulations. Purchaser represents that no consent, approval or authorization, declaration or filing with any third party or governmental agency is required in connection with the performance of the Purchaser's obligations hereunder or to permit Seller to perform its obligations hereunder, other than those approvals that have been previously obtained by Purchaser. 19. Hardware/Software Compatibility. In connection with this Contract, Purchaser and Seller assume that any fueling system hardware and software supplied by Purchaser is inherently compatible and requires only routine start-up and programming. If upon start-up, it is discovered that the hardware and/or software is not compatible or has innate deficiencies that require additional configuration or upgrading, Seller will be held harmless from any resulting delays in completion of the work, and shall be a entitled to full payment of the Contract Price notwithstanding. Page S nj8.Quote 13216DP 20. Administrative Provisions. A. Changes. This Contract may be amended at the request of either party from time to time by written Change Order signed by both parties,with such Change Order setting forth the particular changes to be made and the effect of such changes on the price and on the time of completion, subject to Seller's approval. A charge may be made for changes in drawings and/or specifications after Purchaser and Seller have previously agreed upon same. The total charge will include order reprocessing costs and additional material and labor costs. The total charges for these will be agreed to after receipt of written Purchaser authorization or direction for these changes, B. Recordkeeping. Purchaser is responsible to keep daily accurate inventory records on products stored in tanks, lines, and dispensing equipment. In the event of a shortage within thirty(30)days from date of installation,Purchaser shall immediately notify Seller by telephone, to be followed with written confirmation. In no event shall Seller be responsible for shortages, clean-up or related costs incurred for said shortages prior to notification. C. Contingencies. Seller will be excused from performance under this Contract and will have no liability for any period it is prevented from performing any of its obligations, in whole or in part,as a result of delays caused by the Purchaser or a third party or by any act of God, war, civil disturbance, tire, floods, frost, manufacturers' production schedules,installation schedules and coordination of trades,delays in transportation,acts of government agencies,accidents,court order, labor disputed third party performance or nonperformance,or other causes beyond Seller's reasonable control, including failures or fluctuations in electrical power, heat, light, or telecommunications, and such nonperformance shall not be a default hereunder, or grounds for termination of this Contract. D. Recordings. Seller may take photographs and video recording of all aspects of excavation and Installation. 21. Notice of Lien Rights. To Protect all parties,a mechanical lien will be automatically filed when payment is not received according to the terms of this Contract. Seller hereby notifies Purchaser that persons or companies furnishing labor or materials for the construction on Purchaser's land may have lien rights on said land and buildings if not paid. .„„,„ _ .. .... ,i„. !Jim, ;.‘„, • .-,•,,......,,, , ,.., Eaton Sales 4s1-1 Service LLC PETROLOIM EQUIPMENT TANKS INSTALLATION (970)245-0144 FAX:(970)245-1143 August 6,2015 V itkin County 76 Service Center Road Aspen,Co 81611 RE:Bond Requirement for Contract Jonah,Eaton will bond the projects based on requiretnents of Pitkin County contracts for the work to be pm o i .1* r vied as deetbed by Eaton Sales and Service, LLC proposals.Tins will increase the total amount of the proposals by$3,210.00. Please sign and return and Eaton will get the.Bond ill Place. Sincerely, Deborah Phillips/Sales Eaton Sales and Service,LLC 556 25 Road Grand 4 unction,co 8 15°5 Phone:970-245-0144 FaX 970-245-1143 E-Mail:deborahp@eatonmetatcom iutdv, i a -C,;1-.C.:kik. Ca„Litit'\,. ( 51----- 5513 25 ROAD 0 .GRAND JUNCTION.COLORADO 61505