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HomeMy WebLinkAboutbocc.con.126.2007 CLERK'S CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING/ARCHIVING CONTRACT #: 126-2007 Originating DepartmentlDivision: Airport Contact Person: David Ulane Phone #: 429-2853 Project Name: Airport Signage and Wayfinding D BOCC AGENDA ITEM (BOCC signature required) ~STAFF AUTHORIZED SIGNATURE (per Revised Procurement Code 712(05) Check procurement~e: ONone DInformallZlFormal DSole Source DEmergency DState Bid D Check Contrad Tvpe: Dollar Amount: $283,782.00 DServicesIMaintenance DLicense/Use DLease ~Construction DGoods, Equipment, Supplies DOther (e.g. revenue) Budget Line ItemlLedger Number 404.69.95703.86000 DEmployrnent (for county employees) DIntergoverrnnental Agreement (Requires BOCC Action) ONon-Profit DQuasi-Public DOrant Agreements (Requires BOCC Action) DChange Order/Contract Amendment ConttactorlBusiness NW Sign Industries Contract Execution 09/11/2007 Automatic Renewal N Complete Name: Ronald Brodie Contract End Date: 12/31/2009 Term of Contract: 09/11/2007 - 12/31/2009 All Contracts should be proofed for the following: ~No Pages Missing ~If a Page is Left Intentionally Blank -Note on Page ~Page numbered consecutively ~All Signatures Affixed ~All Dates Filled In ~All Other Blanks Filled In ~All Exhibits Attached ~All Legal Descriptions Attached (if appropriate) ~otice of AwardlProceed Attached (if appropriate) DSpecial Instructions for Finance Department: ~Sent to Clerk and Recorder for Scanning/Archiving ~Authorized Staff Person's Name: David Ulane BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING. Note: Clerk's Office will keep original documents in compliance with Colorado State Archives retainage schedule. Amended 10_16_06 Contract #126-2007 Ledger #404.69.95703.86000 PITKIN COUNTY CONSTRUCTION CONTRACT THIS CONTRACT, made this 11th day of September 2007, by and between the Board of County Commissioners of Pitkin County, Colorado, (hereinafter called the "County") and NW Sign Industries, Inc. (hereinafter called the "Contractor") to perform the following work: Airport Signage and Wayfinding ("Project"). I. Term of Contract. The term of this contract is from September II, 2007 to December 31, 2009. II. Scone of Work and Work Schedule. A. Per the County's attached Request for Proposals dated August 3, 2007, and the Contractor's attached Proposal dated August 28, 2007. B. All work performed under this Contract shall be done according to the following wOlk schedule: Work outlined in the Request for Proposals shall be completed no later than December 31, 2007. III. Pavment. The County agrees to pay, and the Contractor agrees to accept, in full payment for the performance of this Contract, the total price of $283,782.00 (two hundred eighty three thousand seven hundred eighty two dollars and zero cents US) in accordance with this Contract, subject to increase 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 thirty (30) days for work done to date. 2. Progress payments. a. County sha11 make progress payments, within thirty (30) days of County's approval of Contractor's pay request. Page I of24 b. If Contractor is satisfactorily performing this Contract, progress payments shall be in an amount equal to ninety percent (90%) of the calculated value of any Project work completed, less the aggregate of payments previously made until fifty percent (50%) of the Project work required by this Contract has been performed. Thereafter, County shall pay all rett'..ining progress payments and maintain only existing retainage if, in the opinion of the Procurement Officer and County, satisfactory progress is being made on the Project. 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 sha11 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 Oblil!ations. 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 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. Page 2 of 24 B. Subcontractors, Suppliers and Others. I. 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 sha11 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 ContractoI'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 payor 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 sha11 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 indP.111nifY 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 sha11 defend all such claims in connection with any alleged infringement of such rights. Page 3 of24 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 sha11 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 sha11 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. I. 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 sha11 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 consequentia11y out of any action, legal or equitable, Page 4 of24 brought by any such other party 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 materials, rubbish and debris from and about the premises as well as all tools, appliances, construction equipment and machinery, temporary structures, stumps or portions of trees, and surplus materials, and sha111eave the site clean and ready for occupancy by the County. The Contractor shall restore to original condition all property not designated for altemtion by this Contract. 3. The Contractor sha11 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 adjacen1 property to stresses or pressures that will endanger it. H. Safety and Protection. I. 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 incorpomted therein, whether in stomge 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 pmcticable interference with traffic and existing utility systems. No section of any road sha11 be closed to the public, nor any Page 5 of24 utility system put out of service except after permission has been granted by the Procurement Officer. Each item of the Project sha11 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 kept 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 sha11 bear all expense of maintaining traffic over the section of 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 Page 6 of24 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. The cost of furnishing all shop drawings and samples shall be borne by Contractor. v. Perfonnance and Pavment Bond. A. Contractor sha11 furnish a performance and payment bond in the amount of the total Contract value for all Contracts over $50,000, as required by C.R.S. ~ 38-26- 101, et seq. All Bonds sha11 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. TntlP.t11nitv. The Contractor (including, by definition here and hereinafter, its officials, employees, agents and representatives, subcontractors and suppliers), sha11 and hereby does release, discharge, indemnify and hold harmless the County of Pitkin and its officials, employees, agents and representatives from and against liability for any claim, demand, loss, damages, penalty, judgment, expenses, costs (including costs of investigation and defense), fees (including reasonable attorney and expert witness fees) or compensation in any form or kind whatsoever for any bodily injury, death, personal injury or property damage arising out of or in connection with any negligent act, intentional act, error or omission by the Contractor, and for any consequentia1liability alleged to accrue against the County on account of the Contractor's acts, errors or omissions; provided, however, that such indemnity sha11 not be construed as an indemnity for bodily injury or property damage arising from the sole negligence of the County or its employees. The Contractor further sha11 investigate, process, respond to, adjust, provide defense for and defend, payor settle all claims, demands, or lawsuits related hereto at its sole Page 7 of24 expense and sha11 bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudulent. VII. Insurance. The Contractor agrees to procure and maintain, at its own expense, a policy or policies of insurance as specified in this section. The Contractor sha11 cause any subcontractor of the Contractor to procure and maintain, the minimum insurance coverages as specified in this section. A. In whole or in part, the Contractor shall secure and maintain for the term of its Contractual relationship with the County such insurance policies, from companies licensed in the State of Colorado, as will protect itself, the County and others as specified [Insert Names if Applicable], from claims for bodily injuries, death, personal injury or property damage, which may arise out of or result from the Contractor's acts, errors or omissions. The following insurance coverage, at or above the limits indicated and including such endorsements as are indicated by an "X", are required: 1. Statutory Workers' Cmnpensation: Colorado statutory minimums 2. Commercial General Liability - ISO 1998 Form or equivalent (With County named additional insured) Each Occurrence Limit $1.000.000.00 General Aggregate Limit $2.000.000.00 Products/Completed Operations Aggregate Limit $2.000.000.00 Comprehensive Form (All risks) to include (place X by applicable provisions): ..x.. PremiseslOperations Underground, Explosion & Collapse Hazard .-X. ProductsICompleted Operations ..x.. Contractual Liability ..x.. Independent Contractors and Subcontractors ..x.. Broad Form Property Damage ..x.. Personal Injury 3. Business Auto Coverage: Combined Single Limit Liability (each accident) $1.000.000.00 4. Special Coverages ..x (1) Performance Bond _100% X Labor and Material _100% Payment Bond (2) Professional Errors and Omissions (3) Aircraft Liability (4) Owner's Protective (5) Builder's Risk (6) Boiler and Machinery Page 8 of24 (7) Loss of Use Insurance (8) Pollution Liability (9) Crime, including Employee Dishonesty Coverage, or Fidelity Bond B. Proof of Insurance: 1. To provide evidence of the required inaurance covemge, copies of Certificates of Insurance in a form acceptable to the County sha11 be filed with the County through the Procurement Officer, no later than ten (10) calendar days prior to commencement of operations affecting the County. Failure to file or maintain acceptable Certificates of Insurance with the County is agreed to be a material breach of any Contract. These Certificates of Insurance shall contain a provision that coverage afforded under the policies will not be canceled or materially altered unless at least thirty (30) calendar days prior written notice by certified mail, return receipt requested (effective upon proper mailing), has been sent to the County (through the County's Risk Department). (For purposes of this provision, "materially altered" shall mean a change affecting the coverage's required herein, including a change to policy limits as set out in the then-current policy declarations page). Simultaneously with the Certificates of Insurance, the Contractor shall file with the County, through the Procurement Officer (and promptly update, as necessary), 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: 8. The clause "other insurance provisions," in 8 policy in which the County of Pitkin holds a Certificate, sha11 not apply to the County of Pitkin. 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 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 sha11 be delivered to the County's Representative at least fifteen (15) days prior to a policy's expiration Page 9 of24 date except for any policy expiring on the expiration date of this Contract or there- after. 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. Exemntions 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 84-780oo-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. 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 sha11 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. Page 10 of24 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 distwbs 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 sha11 not be responsible for the cost of and the removal or clean up 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. 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 worlc, 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 cmnparable 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 Page II of24 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 Proiect and Use of Chanee 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 from 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. 1. All Contractor change requests sha11 be dated, numbered sequentia11y, and shall describe the action or event which the Contractor believes may require an extension in time, price or other modification. The Contractor sha11 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. Page 12 of24 b. With respect to any differing site conditions, a Contractor change request shall be submitted before the conditions are distwbed, 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 sha11 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 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 r"mnmtee: Tests and Insuections: Correction. Removal or ACCql"'n..e of Defective Proiect Work. P...13 of24 A. Warranty. 1. The Contractor warrants and guarantees to the County that all Project WOlk, 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 sha11 be performed in a skillful and worlrrrumlilce manner. Additionally, the Contractor sha11 warrant that all equipment which is incorporated into the Project or any subsystem sha11 be new, free fiom liens and defects in design, have clear title, be free from faulty materials and worlnnan<:hip, and sha11 conform in all aspects to the terms of this Contract, to the drawings issued for manufacture by the Contractor, and sha11 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 workm~n~hip and that each piece of equipment or any part thereof incorpomted into the Project or any subsystem sha11 conform to the aforementioned warranty and guarantee provisions and be free from failure for a period of not less than one vear from date of Final Payment. I...'ldocaping replacement sha11 be warranted for two (2) growing seasons. 2. With respect to all warranties, express or implied, from subcontractors, manufacturers, or suppliers for Project wmk performed and materials furnished under the Contract, the Contractor sha11: a. Obtain all warranties that would be given in normal cornrnen:ial 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 sha11 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. 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 sha11 have access to the Project, at any time for their observation, inspecting and testing. Contractor sha11 provide proper and safe conditions for such access. Page 14 of24 c. Tests and Inspections. 1. The Contractor sha11 cooperate with material testing persons and firms, and for required inspections, and comp1iance and approval tests for the work performed by the Contractor or its subcontractor. 2. If any laws, ordinances, rules, regu1ations, 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 sba11 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 sba11 also be responsible for and sha11 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 incoIpOrated in the Project, or of materials or equipment submitted for approval prior to the Contractor's purchase thereof for incoIpOration in the Project. The cost of all inspections, testing, re-testing and approvals in addition to the above which are required by this Contract sba11 be paid by the Contractor (unless otherwise specified). The County will conduct and pay for the confurmance tests on materials installed in-place, and the Contractor shall pay for re-testing of all fai1ing 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 sba11 be performed by organizations acceptable to the Procurement Officer. 4. If any Project wOIk (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 sba11 be at the Contractor's expense. 5. Neither observations by the Procurement Officer nor inspections, tests or approvals by others sba11 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 sha11 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 sba11 bear all direct, indirect and consequential costs of such correction or 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 Page IS of24 special guarantee required by the Contract Documents or by any specific provision of the Contract Documents, any Project wOIk is found to be defective, the Contractor sha11 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 sha11 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 sha11 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 Contractors services related thereto, take possession of the Contractors tools, app1iances, construction equipment and 1lII'ChiJ>ery at the site and incolJlOrate in the Project all materials and equipment stored at the site or for which the County bas paid the Contractor but which are stored elsewhere. The Contractor sha11 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 incolJlOrating 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 Contractors defective Project work. The Contractor sha11 not be allowed an extension of the Contract time because of any delay in performance of the Project work atln"butable to the exercise by the County of the County's rights and remedies hereunder. XIII. Liauitlated Damalles. It is the County's intent to complete this project no later than November 10, 2007. Liquidated damages of up to $2,300 per calendar day shall be paid if project is not completed by that deadline. A. Time for Completion. It is hereby understood and mutually agreed, by and between the Contractor and the County, that the date ofbeginni11g Project work and the time Page 16 of24 of completion as specified herein are essential conditions of the Contract. The Contractor agrees that said Project sha11 be prosecuted regularly, diligently, and at such mte 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 descnDed 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 peua1ty upon said Contractor for failing fully to COIDplete 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 sha11 be rendered unable wholly or in part to carry out its obligations under this Contract then such party sha11 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, sha11 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, sha11 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 sha11 be remedied with all reasonable Page 17 of24 dispatch sha11 not require the settlement of strikes and lockouts by acceding to the dP.l11Ands 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 anyone 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 fi1ing 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 fi1ing, 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. creditors; If the Contractor makes a general assignment for the benefit of 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 fur the pwpose of general adminiotration 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 sha11 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 Page 18 of24 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. Not withstanding 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. XV. lndeuendent 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 sha11 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 sha11 be required to complete and submit to the County, a Form W-9 Taxpayer Identification Number Request. XVI. ComDUtation 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. Page 190f24 XVII. Records and Cost Pricinl! Data. A. The Contractor sha11 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 sha11 maintain all data and records pertinent to the Project performed under this Contract, in accordance with generally accepted accounting principles, and sha11 preserve and make available all data and records until the expiration of three (3) years from the date of final 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 sha11 have access to all such data and records for such time period to inspect, audit and make copies thereof during normal business hoUJ'S. The Contractor covenants and agrees that it sha11 require that any subcontractor utilized in the performance of this Contract to permit the authorized representatives of the County, to similarly insped 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 sha11 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 sha11 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 sha11 be awarded to the substantially prevailing party. C. Severability. If any term, section, or other provision of this Contract sha11, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability Page 20 of24 of such term, section, or other provision sha11 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 omL This Contract may be amended only by written Contract signed by both the County and the Contractor. E. Contract Made in Colollldo. 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. Attomey'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 sha11 be entitled to its costs and reasonable attomey's fees. 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 sha11 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. H. 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. 1. Notice. Any notice required by this Contract shall be deemed delivered through either of the following: (l) 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 David Ulane, AAE. 0233 E. Airport Rd, E. Concourse, Suite A Aspen, CO 81611 Phone: (970) 429-2853; Fax: (970) 920-5378 Ernail: davidU@co.pitkin.co.us Page 21 of24 with copies to: Pitkin County Attorney's Office 530 E. Main Street, #302 Aspen, Colorado 81611 Fax: (970) 920-5198 2. To Contractor: NW Sign Industries, Inc. 360 Crider Ave. Moorestown 08057 Fax: 856-802-0412 1. 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 Reuresentations. 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 allloca1 conditions and federal, state, and loca1laws, 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. 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. Paae 22 of24 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. Countemarts. 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. Comuliance With House Bill 06-1343 A. In compliance with House Bill 06-1343, amending Title 8 of the Colorado Revised Statutes by the addition of Article 17.5, Illegal Aliens-Public Contract for Services, enacted by the General Assembly of the State of Colorado, the ContractOI shall not: 1. Knowingly employ or contract with an illegal alien to perform work under this contract or; 2. Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. B. In compliance with House Bill 06-1343 enacted by the General Assembly of the State of Colorado: 1. The Contractor shall verify or attempt to verify through participation in the Basic Pilot Program [created in Public Law 208, 104th Congress, as amended and expanded in Public Law 156, 108th Congress, as amended, that is Rdministered by the United States Department of Homeland Security] that the Contractor does not employ any illegal aliens and, if the Contractor is not accepted into the Basic Pilot Program prior to entering into this contract, the Contractor sha11 apply to participate in the Basic Pilot Program every three months until the Contractor is accepted or this contract has been completed, whichever is earlier. This provision shall not be required or effective if the Basic Pilot Program is discontinued. 2. The Contractor shall be prohibited from using Basic Pilot Program procedures to undertake pre-employment screening of job applicants while this contract is being performed. Page 23 of24 3. If the Contractor obtains actual knowledge that a subcontractor performing work under this contract knowingly employs or contracts with an illegal alien, the Contractor sha11 be required to: a. Notify the subcontractor and the County within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and b. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (a) of this paragraph (3) the subcontractor does not stop employing or contracting with the illegal aliens; except that the Contractor sha11 not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 4. The Contractor sha11 comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the Department of Labor and Employment is undertaking pursuant to the authority established in Subsection (5) of C.R.S. ~ 8-17.5-102. IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein above. Date PITKIN COUNTY, STATE OF COLORADO 1- cher, County Manager .{!J Date s~~?,_ O~ S '0 Cad Da:S ?7DFORAPPROVAL: tf? '1/M.7 Procurement Officer Date Page 24 of24 0' PERFORMANCE BOND The American Institute of AJchitects, AlA Document No. A312 (MuI:h, 1987 Edition) Bond No. 105005074 Any singular reference to Contractor. Surety, Owner or other party sbal1 be considere4 plural where applicable. CONTRACTOR (Name and Address): N TN Sign Industries, Inc. 360 Crider Avenue Moorestown, NJ 08057 OWNER (Name and Address): Pitkin COunty COlorado 0233 E. Airport Road, Suite A Aspen, CO 81611 CONSTRUCTION CONTRACT Date: September 11, 2007 Amount: 283,782.00 Description (Name and Location): Aspen/Pitkin County Airport Slgnage and Wayftnding Project - Contract #126-2007 SURETY (Name and Principal Place ofBuslness) Travelers Casualty and Surety COmpany of America One Tower Square Hartford, cr 06183 BOND Date (Not earlier than Construction Contract Dale): September 13, 2007 Amount: 283,782.00 Modifications to thi [X None o See Page 3 (Corporate Seal) SURETY Comllanv: (Comorale Seal) Travelers Casualty and 5u~ (JbA Companyof~ . Si8llllture: ~ Name and Title: Donna M. Chlancone Attomey~n-Fact (Any additional signatures appear on page 3) (FOR INFORMATION ONLY AGENT: Commerce Insurance Services 1701 Route 70 East P.O. Box 2060 Cherry Hili, NJ 08034(877) 396-3800 Name, Address and Telepbone) OWNER'S REPRESENTATIVE (An:hilllct,Engirar or other DarM: 215-282-2447 B-21S (SIll7) A312-1984 1 The Conlraclor and the Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performanee of the Con- struction Conlract, which is incorporated herein by reference. Z If the Contractor performs the Construction Contract. the Surety and the ConlrlCtOr lhall have no oblilJlllion under this Bond, except to participate in conferences as provided in Sub- parBgmph 3.1. 3 If there is no Owner Defllult, the Surety's obligation under this Bond shall arise after: 3.1 The owner has notified the Contractor and the Surety at its address described in Paragmph 10 below that the Owner is considering declaring a Contractor Default and has requested and attempted to mange a conference with the Conlractor and the Surety to be held not later than fifteen days after receipt of such notice to discuss methods of perfonning the Conatruction Contract If the Owner. the Contractor and the Surety as-, the Contractor shall be allowed a reasonable time to perform the Construction Conlract, but such an as-ment shall not waive the Owner's right, if any, subsequently to declare a Contrac- tor Default; and 3.2 The Owner has declared a Conlractor Default and for- mally terminated the Contractor's right to complete the contract. Such Contractor Default lhall not be declared earlier than twenty days after the Contractor and the Surety have received notice as provided in Subparagraph 3.1; and 3.3 The Owner has aped to pay the Balance of the Con. lract Price to the Surety in accordance with the terms of the Construclion Contract or to a contractor selected to perform the Construction Contract in accordance with the terms of the contract with the Owner. 4 When the Owner has satisfied the conditions of Paragraph 3, the Surety shall promptly and at the Surety's expense take one of the following actions: 4.1 Arrange for the Contractor, with consent of the Owner. to perform and complete the ConstrUction Con- tract; or 4.2 Undertalce to perform and complete the Construction Conlract itself, through its agents or through independent contractors; or 4.3 Obtain bids or negotiated proposals from qualified conlractors acceplable to the Owner for a contract for per- formance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and the conlractor selected with the Owner.s con- currence, to be secured with pcrfurmance and payment bonds executed by a qualified surety equivalent to the bonds issued on the ConstrUction Contract, and pay to the Owner the amount of damages as described in Paragraph 6 in _ of the Balance of the Conlract Price incurred by the Owner resulting from the conlra.tor's default; or 4.4 Waive its right to perform and complete, mange for completion. or obtain a new conlractor and with reasonable promptness under the circumstances: .1 After investigation, determine the amount for B-215 (5/87) which it may be liable to the Owner and, as soon as practicable after the amount is determined, tender payment therefor to the Owner; or .z Deny liability in whole or in part and notify the Owner citing reasons therefor. 5 If the Surety ~ not proceed as provided in Paragraph 4 with reasonable promptnm, the Surety shall be deemed to be in default on this Bond fifteen days after receipt of an additions! wrillell notice Ii'om the Owner to the Surety demanding that the Surety perform ita obligations under this Bond, and the Owner sbaJJ be entitlecllo erdbn:e any remedy available to the Owner. If the Surety proceeda as provided in Subparagraph 4.4, and tho OWllOl reftges the payment tendered or the Surety has denied 1iabi1ity, in whole or in part, without lIuther notice the Owner shall be entitled to enforce any remedy available 10 the Owner. 6 After the Owner has terminated the c....t....tui.s right to complete the Collllnu:lion ContnIct, and if the Surety elects to act under Subparagraph 4.1, .2, or 43 above, then the responsibilities of the Surely to the Owner sbaJJ not be greater than those of the Contractor under the Construction Con- tract, and the respollSibilities of the Owner to the Surety lhall not be greater than those of the Owner UIIder the Coastruc- tion CoIllllCt. To the limit of the IIIIOUIll of this Bond, but ~~to~~bytheOwner~the~~the Contract Price to mltlplioll of coels and do....... on the Con- struction Contract, the Surety is obligated without duplica- tion for: 6.1 The responsibilities of the Contractor for correction of defective work and complelion of the Conslruclion ContracL 6.Z Addilionallegal, design pro1Qsiona1 and delay costs resuJting liom the Contnlctcr'. DeliuIt, and resulting from theacti_~~Io~~the~UIIder~b 4; and 6.3 Liquidated damages, or if no liqaIdsIed........ are specified in the ConstruclioD ConlIIel, IICIUIl damIges caused by delayed performance ~ -..paibnnanoe ~the Contractor. 7 The Surety Ihall not be liable to the Owner or others for ob1iptions ~ the Contractor \bat are umeIIIec1to tbe Con- struction Conlnct, and the Ba1ance of tbe CoaIIact Price shall not be reduced or set oft' on _ ~ any lIIICb UlIICIated oblilJlllions. No right of action shallaacrue on this Bond to any person 01" entity other than the Owner or ita heirs, ex- ecutors, administrators or successors. 8 The Surety hnby waives nolice of any ehange, iDcluding changes of time, 111 the Con8Iruction CoaIIact ~ to related subcontracts, pIIRlhue onIln and olber obIIptions. 9 Any proceeding, legal or equitabJe. UIIder this Bond may be instituted in any court of <XIIIljlC_juriadiclion in the loca- tion in which the work or part of the work illocated and 1hal1 be instituted within two yaus after' ContraclDr Default or within two years after the Contractor ceased worldng or within two year after the Surety nlblel or &ill 10 perfonn its obligations UIIder this Bond, whichever OCCUII first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limllalion available to sureties as a A321'1984 2 defense in lhe jurisdiction of the suit shall be applicable. 10 Notice 10 the Surety. the Owner or the Contractor shall be mailed or delivered 10 the address shown on the signature page. tt When this Bond has been furnished 10 comply wilb a statutory or olber lepl requirement in the location where Ibe COIIlItruClion was 10 be performed, any provision in this Bond conflicting wilb said statutory or legal requirement shall be deemed deleted herefiom and provisiOllB confonning 10 such statulory or olber legal requirement shall be deemed incor- porated herein. The intent is that this Bond shall be construed as a statulory bond and not as a common law bond. 12 DEFINITIONS 12.1 Balance oflbe Contract Price: The Iotal amount payable by the Owner to Ibe Contraclor under the Con- struction Contract after all proper adjllBlments have been made. including allowance 10 the Contractor of any MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: amounts received or 10 be received by the Owner in sett1o- men! of insurance or other c1aims for damaaes 10 which the Contractor it eDlitIed, n=duced by all wIid and proper payments made 10 or on behalf of the Contractor under the Construction Contract. 11.2 CoIl8truetlOl\ Contract: The agreement between the Owner and the Coub...tu. identill"Cl 011 the slpature page, including all Contract Documents and chanpa thereto. 12.3 Coat.-*' DelIwIt: I'aiJIft of the a.."'........ \Wllch has neither been remedied Dor waived, to perform or other- wise 10 comply wilh the IermI of the Ccm8tna:Iion Contract. 1%.4 Owner DeJiu1t: Paibn of the Owner, which... Deitber been remedied Dor waived, 10 pay the Contractor as IeqUired by the Construction Contract or to perform and complete or comply with the other IermI thereof. (Space is provided below fur addiIionaI signatures ofadded parties, other than those appearing 011 the cover pege) CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) (Corporate Seal) Signature; Name and Title; Address: B-21S (S/87) SURJlTY Company: Sigaature; Nome and Titl.: Address: A312-1984 3 PAYMENT BOND The Amerk:an Institute of Arcbitects, AlA Document No. A312 (M1I1'Cb, 1987 Edition) Bond No. 105005074 Any sinsular reference to Contractor, Surety, Owner or other party shall be considerocl plural where applicable. CONTRACTOR (Name and Address): N W Sign Industries, Inc. 360 Crider Avenue Moorestown, NJ 08057 OWNBR (Name and Address): Pitkin County Colorado 0233 E. Airport Road, Suite A Aspen, CO 81611 CONSTRUCTION CONTRACT Date: September 11, 2007 Amount: 283,782.00 De8cription (Name and Location): Aspen/Pitkin County Airport Slgnage and Wayfincl1ng Projecl- Contract #126-2007 SURETY (Name and Principal Place ofBuainess) Travelers Casualty and Surety Company of America One Tower Square Hartford, CT 06183 BOND Date (Not earlier than Construction Contract Date): September 13, 2007 Amount: 283,782.00 Modifications to tbis Bond: [X None o See Page 3 (Corporate Seal) SURETY CoDlDanv: (~ ~~I~~ny, . SIgnature: . Name and Title: Donna M. Ollancone Attorney-in-Fact t-:>1*tA:> e.~ tI eMA..:l .. Ca> pear on page 3) (FOR INFORMATION ONLY AGENT: Commerce Insurance Services 1701 Route 70 East P.O. Box 2060 Cherry HiII, NJ 08034(877) 396-3800 Name, Addre88 and Telepbone) OWNER'S REPRESENTATIVE (Arcbitecl,EnsD- or other Darty): 215-282-2447 8-215 (5187) AJI2-I984 4 I The Conlraclor and the SlII'ely,jointly and soverally, bind themselves, their heirs, executol8, adminiJlntlOl'l, successors and assigns 10 the Owner 10 pay fur labor, materials and equip- ment ftunished for uac in the performance of the ConslnlC- tion Contract, which is Incorporated hClein by leference. 2 With respect 10 the Owner, this obligation sba1l be null and void if the Contractor: 2,1 Promptly makes payment, direclly or indirectly, for all sums due ClaimanlS, and U Defends, indemnifies and holds hannless the Owner from claims, demands, liens or suilS by any penon or en. tity whose claim, demand, lien or aWt is fur the payment for labor, materiala or equipmenl furnished fur uae in the perfol1llllllce of the Conattuction Contract, provided the Owner has promptly notified the Contractor and the Surety (allhe address descrihed in Paragraph 12) of any claims, demands, liens or aWlS and tendered defense of such claims, demands, liens or suilS 10 the Contractor and the Surety, and provided there is no Owner Default 3 With lespect to Claimanta, this obligation shall be null and void if the Contractor promptly makes payment, directly or indirect1y, for all sums due. 4 The Surety shall have no obliplion to C1aimants tmder this Bond until. 4.1 C1alman1S who are employed by or have a dinIct con- tract with Ihe Contractor have given notice to the Surety (at the addtess described in Paragraph 12) and sent a copy, or notice thCleOf, to the Owner, stsIing that a claim is be- ing made under this Bond and, with substantial accuracy, the amounl of the claim. U C1alman1S who do nol have a dinIct contracl with the contractor: .1 Have furnished written notice 10 the Contrac- tor and sent a copy, or notice thereof, to Ibe Owner, within 90 days after having last per- fonned labor or last furnished materials 01 equipmenl included in the claim staling, with substantial accuracy, the amounl of the claim and the name of the party to whom the materials WCIe furnished or supplied or for whom the labor was done or performed; and .2 Have either received a rejection in whole or in part from the Contractor, or not received within 30 days of furnishing the above notice any com- munication from the Contractor by which the contractor has indicated the claim will be paid directly or indirectly; and .3 Not having been paid within Ihe above 30 days, have senl a written notice to the Surety (al the address described in Paragraph 12) and sent a copy, or notice thClCof, to the Owner, stating that a claim is being msde under this Bond and enclosing a copy of the previous written notice furnished to the Contractor. S If a notice required by Paragraph 4 is given by the Owner to the Contractor or to the Surety, that is sufficient compliance. 8-2U (5187) , When the Claimant has satisfied the condition of P8DIgraph 4, the Surety sba1l JlIODI)lIIy and at the Surety's ex- pense lake the following actiollS: 6.1 Send an _war 10 the Claimant, with a copy 10 the Owner, within 45 days after receipt of the cIalm, staling the amounts that lite .nvIlopolled and lhe beais ftIl" challeng- ing any amounts that lite cIiaputed. U Pay <X' ImIIIgO ftIl" payment of any IllldispUllOd amounts. 7 The Surety'a IOlaI obligation shall not excoed the aDIOIDII of this Bond, and the amount of this Bond sba1l be credited for any paymentl made in good &lth by the Surety. 8 Amounta owed by the owner to the Contractor 1IIUIer the Construction Contract shall be used for the performance of the Construction Contract and 10 aatisfy clam.., if lilY, 1IIUIer any Construction P~ Bond. By the Contractor tIJr. Dishing and the Owner accepIing this Bond, they asree that all funda eamed by the Contractor in the performance of Ibe COlISlnlCIion Contract are dedicaled to aatisfy obliaatlona of the Contractor and the Surety un4er lhls Bond, l\Ibject to the Owner's priority 10 use the ftmda for the completion of the work. 9 The Surety shall DOl be liable to the Owner, C1aiman18 or others for obligationa of the Contractor that are ume1ated to the ConstnlCtion Contract. The Owner sba1l not be 1lable for payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond 110 ob1lgationa 10 malce payments to, give notices on behalf of, or otherwise have obligations to Claimants under this Bond. 10 The Surety hereby waives JIOlice of any change, including changes of time, 10 the Consltuclion Contract or 10 !elated subconIracts, purchase orders and olber obllpliona. 11 No suil or action sba1l be Cl'DllIIC"CCCI by a Claimant under this Bond other than in a court of ~1e1\t jurisdic- tion in the location in which the work or part of the work is located or after the expiration of one ywr from the date (1) on which the Claimant gave the notice required by Sub- paragraph 4.1 or Clause 4.2.3, or (2) on which the last labor or service was performed by lllyone or the last materia1a or equipment were tlJrnished by anyone under the Consttuc- tion Contract, whichever of(1) or (2) fint 0CClIII. lfthe pro- visiona of this Paragraph lite void or probibited by law, the minimum period of limitation aval1able 10 8Ul'lIties 18 a defense in the Jurisdiction of the suit shall be appliOable. 12 Notice to the Surety, the Owner or the ConIractor shall be malted or deliveted 10 the addteu Ihown on the IlignalUre page. Actual receipt of notice by Surety, the Owner or the Contractor, however accomplished, shall be aufliclent com- pliance 18 of the date received at the addma abown on the signslUre page. 13 When this Bond has been furnished to comply with a statutory or other legal tequirement in the location where the construction was to be ""'r".....d, any proviaion in this Bond conflicting with said statutory or legal requlmnent shall be deemed deleted heteftom and provisions conformIna to auch statutory or other legal requlmnent sha1l be deemed incor- porated herein. The in1ent is that this Bond sba1l be CODS1rued A31l-1984 S as a statutory bond and not as a common law bond. 14 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the ConlraClOr shall pr0- mptly furnish a copy of this Bond or shall permit a copy to be made. 15 DEFINITIONS 15.1 Claimant: An individusl or entity having a direct con. lI8cl with the Contractor or with a subcontractor of the Contractor III furnish labor, materials or equipment fur use in the perfonnance of the Contract. The intent of this Bond shall be to include without limitation in the tenns "labor, materials or equipmenf' that part of water, gas, power, light, heat, oil, gasoline, 1elepbone service or rental equip- ment used in the Construction ConlraCt, architectural MOD1FtCAT10NS TO THIS BOND ARE AS FOLLOWS: and engineering services required for performance of the work of the Contr8ctor and the Contr8ctor's aubcoDtractors, and all other lleml for which a mechanlc'a lien may be assertecIln the jurisdiction whete the labor, materiaJs or equip- ment were lbrnlahed. 15.2 Conatructlon C9nttact: The agreement between the Owner and die Contractor identified on the aignatum pep, including aJJ Conlract Documenta and changes tbereto. 15.3 Owner DeliuIt: Fai1unl oflbe Owner, which bu neitber been JeIDCdied llOf waMd, to pay die c.,......... u teqUired by the CotuIlrucdon Conlract or to peribtm and complele or comply with the other tenns thereof. (Space is provided below fur addltional signatures ofadded)Xllties, ocher than those appearing 1RI the CCMIr page) CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) Signature: Name and TWo: Address: 11-215 (SlS7) SURETY Company: , Seal) Signature: Name and Title: Address: A312-1984 6 ,.. TRAVELERSJ POWER OF ATTORNEY WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE REO BORDER Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, IDe. Seaboard Surety Company St. Paul Fire and Marine Insurance Company Attorney-In Fact No. 218932 St. Paul Guardian Insurance Company 81. Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company Certificate No. 001860783 KNOW ALL MEN BY THESE PRESENTS: That Seaboard Surety Company is a cOlpOration duly organized under the laws of the State of New York, that St. Paul Fire and Marine Insurance Company, 51. Paul Guardian Insurance Company and S1. Paul Mercury Insurance Company are corporations duly organized under the laws of the State of Minnesota, that Farmington Casualty Company. Travelers Casualty and Surety Company. and Travelers Casualty and Surety Company of America are corporations duly organized under the laws of the State of Connecticut, that United States Fidelity and Guaranty Company is a corporation duly organized under the laws of the State of Maryland, that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and Guaranty Insurance Underwriters, Inc. is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called the "Companies"), and that the Companies do hereby make, constitute and appoint Joseph Morrissey, Donna M. Chiancone, Marianne Surgner, Sleveo G. Raffuel, and Uoique L. Leonard I of the City of Cherrv Hill , State of New Jersev , their true and lawful Attomey(s)-in-Fact, each in their separate capacity if more than one is named above, to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their.~usiPess o(guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required o,r ~f'l\L.t6pin atl)'~ns OH,~eedingS allowed by law. ':\. '\.} '" ,,"V iJ"'"' . ~;," " ..~ ~.. S..;:. ........... ,~7'-- .,O'i ,\~ :\.\~) IN WITNESS WHEREOF, the Companies have caused this ins~tX': Qg:n~~d the\<:~mte seals to be hereto affixed, this d f July 2007 '\:\" -C,' '\\' ay 0 ..., ' """ "-' .. :\1. '; \'-- FarmingtonCasuaJty~~~) d\\L)\ \1,,\1\' Fidelity and Guaranty, 'lIp'" ,,"I Fidelity and Guaranty Insn+ nde~.., Inc. Seaboard Surety Company St. Paul Fire and Marine Insurance Company 9@ e' ~~...~ State of Connecticut City of Hartford ss. 24th St. Paul Guardian Insurance Company St. Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company By: 24th July 2007 On this the day of , before me personally appeared George W. Thompson, who acknowledged himself to be the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., Seaboard Surety Company, S1. Paul Fire and Marine Insurance Company, S1. Paul Guardian Insurance Company, S1. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Tmvelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. In Witness Whereof, I hereunto set my hand and official seal. My Commission expires the 30th day of June, 201 I. 55440-5-07 Printed in U.S.A. '<<\.~CT':~I.~~ WARNING: THIS POWER OF ATTORNEY IS INVAliD WITHOUT lHE REO BORDER WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., Seaboard Surety Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, S1. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America. and United States Fidelity and Guaranty Company, which resolutions are now in full force and effect. reading as follows: RESOLVED, that the Chairman. the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds. recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking. and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED. that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity. or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President. any Executive Vice President, any Senior Vice President. any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Resident Vice Presidents. Resident Assistant Secretaries or Attorneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the , Company in the future with respect to any bond or understanding to which it is attached. I, Kori M. Johanson. the undersigned, Assistant Secretary, of Farmington Casualty Company, Fidelity and Guaranty Insurance Company. Fidelity and Guaranty Insurance Underwriters, Inc., Seaboard Surety Company, St. Paul Fire and Marine Insuranc~ C,gmpanr.t S1. Paul Guardian Insurance Company, S1. Paul Mercury Insurance Company, Travelers Casualty and Surety Company. Travelers Casualty and S_~ \.ctnpanY&mericl\"'Tfd Untted States Fidehty and Guaranty Company do hereby certify that the above and foregomg IS a true and correct copy of the pow~\,ttom~~ed b~il\t\:rompanies, which IS In full force and effect and has not been revoked. \ ~\~v .....~~. ..:..~ ~ .\) ~~. ~O S \, . \l...'t. IN TESTIMONY WHEREOF. I have hereunto set my hand at),4.:.r ~ the-& ~ s~w.d.~ames thIS 1lth day of '\~~~) ',., ~~=~: 'O~'.;\) ,"~ ~ ~\ \\\:.. ~\,. !Jo,. ~~\~ ~O Kori M. Johans .20 Jl1. G@ ~, ~"'....~ To verify the authenticity of this Power of Attorney, call 1-800-421-3880 or contact us at www.travelersbond.com. Please refer to the Attorney-In-Fact number, the above-named individuals and the details of the bond to which the power is attached. WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER , . .~ . CASH & INVESTED CASH IlONDS STOCK INVESTMENT INCOME DUE AND ACCRUED PREMIUM BAlANCES REINSURANCE RECOVERABlE NET DEFERRED TAX ASSET CEDED DEPOSIT ASSET STATE SURCHARGES RECEIVABlE OTl-ER ASSSTS TOTAL ASSETS STATE OF CONNECTICUT ) COUNTY OF HARTFORD )88. CITY OF HARTFORD ) lRAVEl.ERS CASIlAI. TV AND SURETY COIlPANV OF AlIERlCA HARTFORD, CONNEcnCur 00183 FINANCIAl. STATEMENT AS OF DECBABER 31.2000 AS FILED IN THE STATE OF NEW JERSEY CAPITAl. STOCK $ 8.000,000 $ 114,080,791 2.012.711.671 14.8e6.181l 34.078.331 1811.187.298 3.G84,On 42.7118,2llO 8,134./122 1411,430 (4,414,080) : I I. Jr'-J-' .'. UNEARNED PREMIUMS LOSSES LOSS AOJUSTUENT EXPEIlSES COMMISSIONS TAXES, LICENSES AND FEES OlHER EXPENSES DMDEMDS CURRENT FEDERAL AND FOREIGN INCOME TAXES CEllED REINSURANCE NET PREMIUMS PAYABLE FUNllS HELD UNDER REINSURANCE 1'REAnES AMOUllTS WITHHELD I RETAlllED SY COMPANY FOR OTHERS REMmANCI;S ANllITEMS NOT ALLOCATED PROVISION FUR REINSURANCE PAYABLE TO PARENT. SUBSIllIARlES & AFFILIATES PAYABLE FOR SECURITIES RElROACT1VE REINSURANCE RESERVE ASSUMED OTHER ACCRllI;D EXPENSES AND lIA8lLmeS TOTAL LlABlUnES CAPITAL STOCK PAID IN SURPLUS OTl-ER SURPLUS TOTAL SURPLUS TO POUC'IHOlDERS P'JtT.i'i4i538 TOTAL LIABIUTlES & SURPLUS $ 724.800.438 872,911,763 1211.788,154 28.013.028 21.233,782 30.823,025 7.080,280 38.7211.832 (4.981.882) 99.054,332 39.095.839 60,265.233 5.827,014 66,256,776 4,975,100 20.846.nl 119._ $2,163.513,765 S 8,000.000 303,297.402 816.803.349 $1.127.900.751 , 3.291.414.6313 LAWRENCE A. S1UTA, Sl:ING OUL Y SWORN, SAYS THAT HE IS C1-IIEF FINANCIAL OFFICER. TRAVELERS BOND & FINANCIAL PRDDUCTS, OF TRAVEl.ERS CASUALTY SURETY COMPANY OF AlIER/C,," AND THAT TO 1HE BEST OF HIS KNOWLEDGE AND BELIEF, THE FOREGOING IS A TRUE AND CORRECT STATEMENT DF 1HE FINANCIAL CONDITION OF SAID COMPANY AS OF THE 31.t DAY OF DECEMBER, 2006. 1jk._~. .. . ::~\,- """",~fIJ~ -t.(~ I~ ~~~ ~ . " . "U~LIC " . \ . ..' j i! ~~ .r: ".t, ~. ............ ~;. '~"~;::~7iE;:~~(? >:..? b-/~' NOTARV P IC Anna P. Nowlk Notary Public My Ccmml88lon Expires June 30, 2011 - CIl-n"': "-T77A NWSIGN ACORDm CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) 09/10107 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Commerce Bane Ins. Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 336 Route 70 Eest HOLDER. THIS CERTIFICATE DOES NOT AIIEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. Marlton ,NJ 08053 877 396-3800 INSURERS AFFORDING COVERAGE HAlC# INSURED INSURER k Hertford Fire Insurance Company 19682 NW Sign Industries, Inc. INSURER" Hartford CRUSItY Insurance Company 29424 360 Crider Avenue INSURER ~ Wausau Insurance Company Moorestown, NJ 08057 INSURER D: INSURER E: COVERAGES THE POlICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSueD TO THE INSURED NAMED ABOVE FOR THE POliCY PERIOD INDICATED. NOTWJTHSTANOING ANY REQUIREMENT, TERM OR CONDITION OF AHV CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO AlL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH ~. AGGREGATE UMITSSHOWN MAY HAVE BEEN REDUCEOSY PAIDC~ ~ TYPE Of'1N8URANCE POUCYHUMBI!R ~ ~ UMITS A ~NERALLlAIIILlTY 13UUNTH5861 11/12/06 11/12/07 ~ .!.. ~MERCIALGENERALUA8ILITY ~._, _ --.J CLAIMS MADE [!J OCCUR MED EXP lAIN one !*BOO) PERSONAl.. & NJV INJURY A ~AGGRE~E .UMIT APP~ PER: IPOLlcyl XI~ IX ILOC ~OMOBILE UABIUTY 2L ..,., AUTO _ ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS :!: NON-OWNED AUTOS GENERAL AGGREGATE PRODUCTS. COMPIOP AGG 01 000 000 5300 000 010 000 01 000 000 02 000 000 02 000 000 13UUNTH5861 11/12/06 11/12/07 COMBINED SINGLE LIMIT (Eaaccident) 01,000,000 BODtl Y INJURY (Per pInOn) o BOOIL Y INJURY (Per ecddent) o PROPERTY DAMAGE (PerIlCCldent) o ==rOE LlAIIlUlY AUTO ONLY. EAACCIDENT 0 ANY AUTO OTHER THAN EAN;<; 0 AUTO ONLY: AGG 0 B ::iJ~SlUMBRELLA LIABIUTY 13XHUTH6053 11/12/06 11/12/07 EACH OCCURRENCE 010 000 000 X OCCUR D ClAIMS MADE AGGREGATE 010 000 000 0 ~ ~EDUcn.LE 0 X RETENTION 010 000 0 C WORKIER8 COMPENSATlON AND WCJZ91445846017 06104107 06104108 X WCSTA11J. IO;r.r EMPLOYEftS" UABILITY E.L EACH ACCIDENT 01 000 000 ANY PROPRIETORIPARTNERlEXECUTIVE OFFICERlMEMBER EXClUDED? E.L DISEASE. EA EMPLOYEE 01 000 000 ~~I~OVl~qbeln E.L. DISEASE. POLICY LIMIT $1 000 000 OTHER DESCRIPTION OF OPERATIONSJ LOCATIONS' VEHlCLI!S' EXCLUSIONI ADDED BY ENDORSEMENT I SPECIAL PROVISIONS *5 Days for Non.payment of Premium. RE: All operations In connection with Aspen! Pitkin County Airport Pitkin County Colorado and Aspen/ Pitkin County Airport ere Included as an Additional Insured with respect to General Liability. CERTIFICATE HOLDER CANCE" ATION Pitkin County Colorado 0233 East Airport Road Aspen, CO 81611 SHOULD AMY OF THE AllOW DDClUBED POLIClE8 BE CANCELLED BEFORE THE EXPIRATION DATI! THEREOF, THE I18UING IN8URER WILl. ENDl!AVOR TO MAIL ~ DAYS WRrITEN NOTICE TO THE CERTlFICATI! HOLDER NAMED TO THE LEFT, BUT.FAlLURE TO DO so IHALL IMPOSE NO OBLIGATION OR UAlNUTY OF AMY KIND UPON THE INIURER, ITI AGENTI OR REPRESENTATIVE" AUTNO~REP"'E~~ . ACORD 25 (2001/08) 1 of 2 #S612~599100 JTS .. ACORD CORPORATION 19S5 4 IMPORTANT If the certificate holder Is an ADDITIONAL INSURED, tha pollcy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the tenns and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this Ionn does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affinnatively or negatively amend, extend or aller the coverage afforded by the policies listed thereon. ACORD 2U (2001108) 2 of 2 #S8125331M599100