TASK 15 ADDITIONAL TALUS COVER MATERIAL

This item includes additional cover materials from a talus borrow area located above the Bullion King Mine. The additional talus borrow area does not have a road to the site, so access is limited to primitive excavator access. Building a road into the talus borrow area will NOT be permitted.

Any temporary access will have to be removed at the end of utilizing the talus borrow area. Talus materials will be stockpiled by dumping the talus over the cliff area above the Bullion King portal and stockpiling there for use as cover material.

This additional bid item includes the placement of the talus across the repository surface as specified by the PROJECT MANAGER. The talus will only be utilized if all topsoil materials are depleted. The estimated amount of additional talus cover material that may be required is 2,000 Cubic Yards

Measurement and Payment

Measurement for payment for this task will be measured to the nearest cubic yard of additional talus material transported, and placed over the repository surface, as directed by the PROJECT MANAGER. Payment for this task will be paid for at unit prices established in Item 15 of the Bid Schedule per cubic yard of additional mine waste excavated, transported, and placed. Such payment shall be considered full compensation for all labor, materials, equipment and all other items necessary and incidental to the excavation, transportation, and placement of mine wastes, as directed and described in the specifications. Payment will be as this task is completed and approved by the PROJECT MANAGER. Invoices are to be accompanied by Daily Job Logs summarizing the work included in the invoice. The additional excavation, transport, and placement of mine wastes in this Task are NOT GUARANTEED.

TASK 16 ADDITONAL EXCAVATOR TIME

This item includes additional machine time for a tracked excavator with operator to be used for grading, hydrologic control and other earthwork as directed by PROJECT MANAGER. The specified machine must have a minimum operating weight of 20,000 lbs and 65 flywheel horsepower. Equipment time will be accounted for in accordance with Equipment Rental Specifications 19 in the General Bid Specifications, 2009. Equipment time will start as directed by PROJECT MANAGER once the excavator is mobilized to the site. The hours of additional excavator time in Bid Item 16 are NOT GUARANTEED. The estimated quantity of hours that may be required is 20 hours.

Measurement and Payment

Payment for this task will be reflected under Item 16 of the Bid Schedule as an hourly rate for an Excavator and Operator. Bid hourly rate shall reflect the CONTRACTORS estimate for equipment and personnel cost per hour to complete the task. Measurement will be actual hours required to complete work as directed and approved by the PROJECT MANAGER. The hours of additional excavator time in Bid Item 16 are NOT GUARANTEED.

TASK 17 ADDITIONAL BULLDOZER TIME

This item includes additional machine time for a D5 Bulldozer (or larger) with operator to be used for grading, hydrologic control and other earthwork as directed by PROJECT MANAGER. The specified machine must have a minimum operating weight of 20,000 lbs and 96 flywheel horsepower. Equipment time will be accounted for in accordance with Equipment Rental Specifications 19 in the General Bid Specifications, 2009. Equipment time will start as directed by PROJECT MANAGER once the excavator is mobilized to the site. The hours of additional bulldozer time in Bid Item 17 are NOT GUARANTEED. The estimated quantity of hours that may be required is 20 hours.

Measurement and Payment

Payment for this task will be reflected under Item 17 of the Bid Schedule as an hourly rate for a bulldozer and operator. Bid hourly rate shall reflect the CONTRACTORS estimate for equipment and personnel cost per hour to complete the task. Measurement will be actual hours required to complete work as directed and approved by the PROJECT MANAGER. The hours of additional bulldozer in Bid Item 17 are NOT

GUARANTEED.

PROJECT OBSERVATION

The PROJECT MANAGER will be at the project site periodically to monitor construction activities and ensure that each work item is completed and constructed to design specifications. The PROJECT MANAGER will be available during regular business hours (8:00 A.M. to 5:00 P.M.) on weekdays. Inspections will not be scheduled on weekend days or holidays without prior approval of the PROJECT MANAGER. It is the CONTRACTOR's responsibility to schedule inspections with the PROJECT MANAGER so as not to delay the work. The following items must be observed and approved by the PROJECT MANAGER before proceeding with additional work:

1. Installation of sediment control.

2. Installation of fly ash and kiln dust

3. Repository preparation placement of waste rock materials and slopes.

4. Excavation and compaction of tailings material in repository.

5. Final configuration of repository prior to capping.

6. Final thickness and configuration of cover material on repository.

7. Final grading

8. Final reclamation and removal of sediment controls and restoration of disturbed areas associated with construction.

Colorado Division of Reclamation, Mining and Safety

Page 1 of 22 Pages Revised: 2/12/13

GENERAL CONDITIONS OF THE CONTRACT

DEFINITIONS

A. Contract Documents. The Contract Documents consist of:

(a) Agreement and Bid Schedule;

(b) Performance and Payment Bonds;

(c) Liability, Automobile and Workmen's Compensation Certificates of Insurance;

(e) Notice to Proceed;

(f) General Conditions of the Contract;

(g) Detailed Special Conditions, including all amendments issued prior to the opening of the bids and including any applicable Standard Work Specifications;

(h) Maps and drawings, including all amendments issued prior to the opening of the bids;

(i) Final inspection and certificate of completion;

(j) Notice of CONTRACTORS Settlement, and

(k) List of Equipment Offered.

B. Procedural Documents. The Procedural Documents consist of:

(a) Advertisement for Bids;

(b) Bid form;

(c) Bid Bond;

(d) Notice of Award;

(e) MBE/WBE Forms; and

(f) AML Contractor Ownership and Control Information Package (AVS);

(g) Three-Way Agreement for Reclamation Activities, if required

C. Correlation and Intent of the Documents

The Contract Documents are complementary; what is called for by any one document shall be as binding as if called for by all. The intention of the documents is to include all labor and materials, equipment and transportation necessary for the proper execution of the work. Materials or work described in words which have a well-known technical or trade meaning shall be held to refer to such recognized standards.

In case of a difference between the contract documents, precedence shall be given in the following respective order: Agreement, Special Conditions, Bid Schedule, Standard Work Specifications, Maps, Drawings, and General Conditions. Amendments shall take precedence in the area of the bid document which they modify or clarify. In the case of any such difference, the matter shall be promptly brought to the attention of the Principal Representative who will make a determination in writing.

D. Words and Terms Used

AGREEMENT - The word Agreement means the written Agreement entered into by the State of Colorado acting by and through the Principal Representative and the CONTRACTOR for the performance of the work and payment for the work.

COLORADO LABOR - The term Colorado Labor shall be defined as provided in Title 8-17-101, et seq. CRS 1973, as amended.

CONTRACTOR - The term CONTRACTOR means the sole proprietorship, partnership, or corporation entering into a Contract with the State of Colorado.

Page 2 of 22 Pages Revised: 2/12/13

DRAWINGS - The word Drawings shall mean all drawings in the Special Conditions.

PRINCIPAL REPRESENTATIVE OR STATE - The term Principal Representative means the Director of the State of Colorado, Division of Reclamation, Mining and Safety (DRMS) or his designee. The Colorado Division of Reclamation, Mining and Safety is located at 1313 Sherman Street, Room 215, Denver, Colorado, 80203, telephone (303) 866-3567.

PROJECT MANAGER - The term Project Manager means the Division of Reclamation, Mining and Safety employee or representative responsible for day to day observation of work at the project site, and general contract administration for the DRMS.

SUBCONTRACTOR - A Subcontractor is a sole proprietorship, partnership or corporation which has a contract with the CONTRACTOR for the performance of labor at the site of the work regardless of whether supplying of material is part of such contract, but without contractual relationship to the Principal Representative.

WORK - The word Work means material and/or labor.

PERFORMANCE AND PAYMENT BONDS

The CONTRACTOR shall furnish a labor and material payment bond for 100 percent of the original contract price and a performance bond for 100 percent of the original amount of the contract. The bonds are required by State Law, Title 24-105, 202-203, C.R.S. as amended. The bonds shall be submitted using the State forms. A certified or cashiers check or bank money order may be accepted in lieu of the bonds. If a surety other than a bond is used, the State will hold fifty percent (50%) of the surety until the final settlement date and fifty percent (50%) for six (6) months after the final settlement date.

Article 3. INSURANCE

A. The contractor shall obtain at his own expense, and maintain at all times during the term of this contract, insurance listed below. Proof of insurance must be submitted on certificates showing the following minimum coverage:

1) Worker’s Compensation Insurance as required by state statute, and Employer’s

Liability Insurance covering all of contractor’s employees acting within the course and scope of their employment.

2) Commercial General Liability Insurance written on ISO occurrence form CG 00 01

10/93 or equivalent, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows:

a. $1,000,000 each occurrence;

b. $1,000,000 general aggregate;

c. $1,000.00 products and completed operations aggregate; and

d. $50,000.00 any one fire.

If any aggregate limit is reduced below $1,000,000 because of claims made or paid, the contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the State a certificate or other document satisfactory to the State showing compliance with this provision.

Page 3 of 22 Pages Revised: 2/12/13

3) Automobile Liability Insurance covering any auto (including owned, hire and non-owned autos) with a minimum limit as follows: $1,000,000 each accident combined single limit.

The Certificates of Insurance and insurance policies required above shall be subject to the following stipulations:

B. The State of Colorado shall be named as additional insured on the Commercial General

Liability and Automobile Liability Insurance policies (leases and construction contracts will require the additional insured coverage for completed operations on endorsements CG 2010 11/85, CG 2037 or equivalent). Coverage required of the contract will be primary over any insurance or self-insurance program carried by the State of Colorado.

C. The Insurance shall include provisions preventing cancellation or non-renewal without at least 45 days prior notice to the State by certified mail.

D. The contractor will require all insurance policies in any way related to the contract and secured and maintained by the contractor to include clauses stating that each carrier will waive all rights of recovery, under subrogation or otherwise, against the State of Colorado, its agencies, institutions, organizations, officers, agents, employees and volunteers.

E. All policies evidencing the insurance coverages required hereunder shall be issued by insurance companies satisfactory to the State.

F. The contractor shall provide certificates showing insurance coverage required by this contract to the State within ten days of the notice of award. No later than 15 days prior to the expiration date of any such coverage, the contractor shall deliver the State certificates of insurance evidencing renewals thereof. At any time during the term of this contract, the State may request in writing, and the contractor shall thereupon within 10 days supply to the State, evidence satisfactory to the State of compliance with the provisions of this section.

Bidders are advised to consult with their insurance carrier concerning these requirements. Submit a bid only if you are prepared to complete these requirements.

Article 4. THREE-WAY AGREEMENT

If a three-way Agreement for Reclamation Activities) is required, the CONTRACTOR shall enter into a three-way agreement between the CONTRACTOR, the State of Colorado and the private landowner, and maintain for the duration of the work, in addition to that specified above, additional insurance coverage of:

a. Comprehensive General Liability Insurance, which includes operations & premises coverage, products/completed operation coverage, all on an occurrence basis, all with combined single limit of liability of $1,000,000;

b. Statutory Worker's Compensation and Occupational Disease Disability Insurance;

c. Employers' Liability Insurance with limits of $500,000 each occurrence; and

d. Automobile Insurance with a combined single limit of liability of $1,000,000, and furnish evidence of the insurance coverage as prescribed the three-way agreement.

If a three-way Agreement for Reclamation Activities is required, the CONTRACTOR will be required to furnish lien waivers to the private landowner. See Number 5 of the sample three-way Agreement for Reclamation Activities. The landowner's address will be furnished to the CONTRACTOR with the Notice to Proceed.

Page 4 of 22 Pages Revised: 2/12/13

Article 5. PROJECT SCHEDULE

The successful bidder shall, prior to the execution of an Agreement, furnish a plan for construction of the work showing (1) the date(s) he expects to move various pieces of equipment onto the work site, and (2) the dates and period(s) he proposes to perform each phase of the project work.

Article 6. APPLICANT VIOLATOR SYSTEM

The successful bidder will be required to submit a completed AML Contractor Ownership and Control Form and pass a check of the Applicant Violator System (AVS).

Although there are many circumstances under which a bidder might be found "not responsible", any CONTRACTOR who has had direct or indirect association with a firm that has had a permit revoked or a bond forfeited by the Division of Reclamation, Mining and Safety or the Mined Land Reclamation Board will be considered not responsible, and not eligible to be awarded any bid. Any firm listed in the federal Office of Surface Mining's Applicant Violator System or who is not confirmed by the Office of Surface Mining will be considered not responsible.

Article 7. MINORITY/WOMEN BUSINESS PARTICIPATION

The successful bidder is required to complete and return the Minority/Women Business Enterprise Participation Report Form before an Agreement will be executed.

Article 8. NOTICE TO PROCEED

After the Agreement has been fully-executed, the Principal Representative will issue the Notice to Proceed consistent with the project dates in the Special Conditions. Under no circumstance shall the CONTRACTOR begin work before a Notice to Proceed is issued.

Article 9. ACCIDENT PREVENTION AND SAFETY MEASURES

The CONTRACTOR shall comply with applicable provisions of OSHA Part 1926, Construction Standards and Interpretations, in effect on the date of Bid Opening. The CONTRACTOR shall continuously maintain, at his expense, adequate protection of the work and the Principal Representative's property, and shall take all practicable precautions in the interest of safety, including: Safety Glasses (when flying debris may be encountered), steel toe boots and hard hats (except when inside operator’s cab or inside vehicle cab) are required to be worn at all times. At least two 10 pound A B C rated Dry Chemical type-portable fire extinguishers shall be on site at all times. A First Aid Station meeting MSHA requirements (CFR 75.1713-7, or 77.1707) must be kept in a sanitary condition and must be kept on site during all work operations. An emergency accident and medical evacuation/transportation plan shall be established and posted for the site.

If required by the PROJECT MANAGER, the CONTRACTOR shall prepare a Safety, Health, and Environmental Action Plan (SHEAP) for the project operations prior to beginning work.

If a SHEAP is required, the CONTRACTOR will comply with the following at a minimum:

• TRAINING REQUIREMENTS: Prior to working on the site, site-specific hazard training as covered in the SHEAP will be administered to ALL persons working on the project site (both surface and underground), by the CONTRACTOR AND DRMS PROJECT MANAGER, and will be acknowledged on a form attached to the SHEAP to document this training.

• PROACTIVE SAFETY: The CONTRACTOR shall designate one person to be responsible for safety and health at the work site. The CONTRACTOR will conduct daily pre-work

Page 5 of 22 Pages Revised: 2/12/13 safety talks with all employees. The CONTRACTOR shall conduct daily work area safety inspections and document the results of these inspections.

Any shafts which were fenced prior to construction activities shall be protected by a temporary fence during non-working hours. Without relieving the CONTRACTOR of its legal or contractual duties to take safety precautions, other openings may be designated by the Principal Representative as requiring fencing due to proximity of houses or visitation by tourists.

Work may involve activities around unprotected hazardous mine shafts, stopes, adits and other openings which may be open to the surface or hidden from view by trash, debris, vegetation, or thin and unstable layers of surficial materials or rock. The CONTRACTOR shall be responsible for thoroughly investigating the site conditions and scheduling and directing his equipment, equipment operations, personnel and safety procedures to prevent accidents and injuries. Failure to comply will be cause for immediate suspension of the work.

All Chemicals, equipment and materials proposed and/or used in the performance of this Contract must conform to the standards required by the William-Stieger Occupational Safety and Health Act of 1970. Bidders must furnish all Material Safety Data Sheets (MSDS) for any regulated chemicals, equipment or hazardous materials at the time of delivery to the job site.

Projects involving work in or around radiological hazards will require special measures to be followed during the project.

Article 10. PLANS AND WORKING DRAWINGS

The drawings if any, included with the Contract Documents are complete and adequate for construction. While every effort has been made to have the plans and drawings free of errors and ambiguities, any such errors or ambiguities must be brought to the Principal Representative's attention immediately.

Article 11. JOB PROGRESS REPORTS

The CONTRACTOR will be required to properly complete weekly or daily progress reports, forms for which will be provided by the Principal Representative. Completed reports must be submitted to the Principal Representative prior to or at the time of requests for payment. Payment requests will not be processed until progress reports corresponding to the payment period are received.

Article 12. CORRESPONDENCE FROM THE CONTRACTOR

All correspondence from the CONTRACTOR to the Principal Representative shall be submitted to the PROJECT MANAGER with a copy to:

1313 Sherman Street, Room 215 Denver, Colorado 80203

(303) 866-3567

Fax (303) 832-8106

Article 13. MATERIALS

Unless otherwise stipulated, the CONTRACTOR shall provide and pay for all materials, labor, water, tools, equipment, light, power, transportation and other facilities necessary for the execution and completion of the work.

Page 6 of 22 Pages Revised: 2/12/13

Unless otherwise specified, all materials shall be new and both workmanship and materials shall be of good and uniform quality. The CONTRACTOR shall, if required, furnish satisfactory evidence as to the kind and quality of materials.

Article 14. PREFERENCE OF BIDDERS AND MATERIALS

The selection of materials and equipment for the work shall be in accordance with the laws of Colorado and the Buy American Act (41 U.S.C. 10) as follows:

A resident bidder shall be allowed a preference against a nonresident bidder from a state or foreign country equal to the preference given or required by the state or foreign country in which the nonresident bidder is a resident. (Title 8-19-101 to 102, CRS, as amended).

The Buy American Act provides that the Government give preference to domestic construction material. The CONTRACTOR agrees that only domestic construction material will be used by the CONTRACTOR, subs, material men and suppliers in the performance of this agreement, except for foreign construction material, if any, listed in this agreement.

Components, used in this clause, means those articles, materials, and supplies incorporated directly into construction materials. Construction material, as used in this clause, means an article, material or supply brought to the construction site for incorporation into the building or work. Construction material also includes an item brought to the site pre-assembled from articles, materials or supplies. However, emergency life safety systems, such as fire alarm systems, which are discrete systems incorporated into a public building or work and which are produced as a complete system, shall be evaluated as a single and distinct construction material regardless of when or how the individual parts or component of such systems are delivered to the construction site. Domestic construction material, as used in this clause means (a) an unmanufactured construction material mined or produced in the United States, or (b) a construction material manufactured in the United States, if the cost of its components mined produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as the construction materials determined by the Principal Representative or designee not to be mined, produced or manufactured in the United States in sufficient and reasonably available commercial quantities of a satisfactory quality, shall be treated as domestic.

Article 15. LABOR AND WAGES

Title 8-17-101, C.R.S., as amended applies to this contract and states that eighty percent of the laborers employed on each project must be Colorado labor. "Colorado labor" means any person who is a resident of the State of Colorado at the time of employment, without discrimination as to race, color, creed, sex, age or religion."

The Davis Bacon Act Does Apply. The rate of wages to be paid for all laborers and mechanics shall be in accordance with the laws of Colorado. The CONTRACTOR shall at all times enforce strict discipline and good order among his employees, and shall not employ on the work any unfit person or anyone not skilled in the work assigned to him.

Article 16. PROJECT MANAGER'S DECISIONS

The PROJECT MANAGER shall make decisions on all matters relating to the execution and progress of the work or the interpretation of the Contract Documents.

The PROEJCT MANAGER is, in the first instance, the judge of the performance of the Contract as it relates to compliance with drawings and specifications, quality of workmanship and material.

Page 7 of 22 Pages Revised: 2/12/13

Article 17. WORK ACCESS AND INSPECTION

The Principal Representative shall at all times have access to the work. The CONTRACTOR shall provide proper facilities for such access and for their inspection of the work. If any work should be covered up without approval or consent of the Principal Representative, it must if required, be uncovered for examination at the CONTRACTOR’S expense.

If the Special Conditions, the Principal Representative's instructions, laws, ordinances or any public authority require any work to be specifically tested or approved, the CONTRACTOR shall give the Principal Representative timely notice of its readiness for observation by the Principal Representative or inspection by another authority. If the inspection is by another authority, the CONTRACTOR shall give the Principal Representative timely notice of the date of inspection and copies of certificates of inspection being secured by the CONTRACTOR.

Article 18. PRIME CONTRACTOR

If several CONTRACTORS propose to join together to perform the work, the Principal Representative will recognize only one bonded prime CONTRACTOR, who will enter into a contract with the Principal Representative, and who will subcontract the work to such others as are required to perform the work, unless a "joint venture" arrangement between CONTRACTORS satisfactory to the Principal Representative has been executed. In this case, the "joint venture" shall be bonded in accordance with these General Conditions and shall designate a Superintendent with whom the Principal Representative can communicate and who will supervise the work and be fully responsible for the performance of the work.

Article 19. SUPERINTENDENCE OF THE WORK

The CONTRACTOR shall keep a competent and reliable superintendent on the job at all times that labor is being performed. The superintendent, in the CONTRACTOR’S absence from the site, shall stand in the stead of the CONTRACTOR and any authoritative directions given to the superintendent shall be as binding as if given to the CONTRACTOR.

The CONTRACTOR shall give efficient supervision to the work, using his best skill and attention.

He shall carefully study and compare all Drawings, Specifications and other instructions and shall at once report to the Principal Representative any error, inconsistency or omission which he may discover, but he shall not be liable to the Principal Representative for any damage resulting from any errors or deficiencies in the Contract Documents or other instructions by the Principal Representative.

The CONTRACTOR shall see that the work is carried out in accordance with the Contract Documents and in a thorough and first-class manner in every respect. The CONTRACTOR shall establish all lines, levels, grades, and marks necessary to facilitate the operations of all concerned in such CONTRACTOR’S work. He shall lay out the work in a manner satisfactory to the Principal Representative.

Article 20. SUBCONTRACTORS

The CONTRACTOR shall submit to the Principal Representative, a complete list of subcontractors for the project, including the name of the proposed subcontractor and a description of the work to be subcontracted. The CONTRACTOR shall not, without prior written approval of the Principal Representative, enter into any subcontract covering any part of the work covered by this contract.

If at any time the Principal Representative determines that any subcontractor is incompetent or undesirable, he shall notify the CONTRACTOR accordingly in writing and the CONTRACTOR shall take immediate steps for cancellation of the subcontract.

Page 8 of 22 Pages

Article 21. RELATIONS OF CONTRACTOR AND SUBCONTRACTOR

The CONTRACTOR agrees to bind each subcontractor to the terms of these General Conditions and to the requirements of the drawings and specifications, and any amendments or change orders, and also all the other Contract Documents, so far as applicable to the work of such subcontractor, unless specially noted to the contrary.

Nothing contained in the contract shall create any contractual relationship between any subcontractor and the Principal Representative. Approval by the Principal Representative to any subcontract or any provisions thereof shall not be construed to be a determination of the acceptability of any subcontract price, or of any amount paid under subcontract or to relieve the CONTRACTOR of any responsibility for performing all work covered by this contract.

The CONTRACTOR shall be fully responsible to the Principal Representative for the acts and omissions of his subcontractors and of persons either directly or indirectly employed by them. All instructions or orders in respect to work being done by subcontractors shall be given to the

CONTRACTOR.

Subcontracting by subcontractors shall be subject to the above requirements.

Article 22. WORK BY OTHERS

The Principal Representative reserves the right to let other contracts in connection with this work.

The work site is located in a mining area and mining or other construction activities may be occurring at the same time as the work proposed under this contract. It shall be the CONTRACTOR’S responsibility to coordinate his work with those of the landowners, mining companies or other contractors on the site. The CONTRACTOR shall allow other contractors or mining company’s reasonable opportunity for the introduction and storage of their materials and the execution of their work, and shall properly connect and coordinate his work with theirs.

The CONTRACTOR shall, without charge, permit the landowner, mining companies, and such other contractors to use the roads and other facilities constructed or improved by the CONTRACTOR for the contract work; provided that such usage shall in no way interfere with the contract work of the CONTRACTOR. If any part of the CONTRACTOR’S work depends, for proper execution or results, upon the work of any other contractor, the CONTRACTOR shall inspect and measure work already in place. The CONTRACTOR shall promptly report to the Principal Representative any defects in such work that render it unsuitable for proper execution and results, or any discrepancy between the executed work and the Special Conditions or Drawings. Failure of the CONTRACTOR to so inspect and report shall constitute an acceptance of the other CONTRACTOR'S work as fit and proper for the reception of his work, except as to defects which may develop in the other CONTRACTOR’S work after the execution of the CONTRACTOR’S work.

Article 23. MUTUAL RESPONSIBILITY OF CONTRACTORS

Should the CONTRACTOR cause damage to any separate CONTRACTOR on the work, the CONTRACTOR agrees, upon due notice, to settle with such CONTRACTOR by agreement if he concurs. If such separate CONTRACTOR sues the Principal Representative on account of any damage alleged to have been so sustained, the Principal Representative shall notify the CONTRACTOR, who shall defend such proceedings. If any judgment against the Principal Representative arises therefore, the CONTRACTOR shall pay or satisfy it and pay all costs incurred by the Principal Representative.

Page 9 of 22 Pages Revised: 2/12/13

Article 24. ACCESS AND WORKING AREA

Access to the sites or to the vicinity of sites is by public roads and private roads as shown on the drawings or as may be located in the field. Some sites may not have adequate access roads for CONTRACTOR’S methods or equipment and construction or improvement of existing roads may be required. Access roads used or constructed by the CONTRACTOR shall be maintained during use and the land reclaimed or restored to pre-existing or better conditions.

The CONTRACTOR shall keep access roads, equipment, the storage of materials and the operation of his workmen to the immediate vicinity of the work sites and shall not unreasonably encumber the premises with his materials and equipment. Caution shall be exercised at all times to avoid blocking roads or in any other way interfering with operations by others or presenting a hazard to personnel, equipment, or to the public.

The CONTRACTOR shall obtain all permits and/or permission required to use public and private roads. The CONTRACTOR shall obey all laws and regulations affecting the use of public thoroughfares.

The CONTRACTOR shall provide such temporary barricades, fences, or warning signs as may be necessary to make temporary or permanent roads safe by night as well as by day. He shall at all times have a sufficient number of watchmen, flagmen, and warning lights to protect traffic where it is interfered with by his operations, where his trucks enter or leave public roads, or where work is being done adjacent to such roads.

Article 25. PROTECTION OF WORK AND PROPERTY

The CONTRACTOR shall continuously maintain adequate protection of all his work and materials protect the property from injury or loss arising in connection with the Contract and adequately protect adjacent property as provided by law and the Contract Documents.

The CONTRACTOR shall make good any damage, injury or loss, except such as may be:

(a) Directly due to errors in the Contract Documents;

(b) Caused by agents or employees of the Principal Representative;

(c) Due to causes beyond the CONTRACTOR’S control and not to his fault or negligence.

The CONTRACTOR shall take all necessary precautions for the safety of employees on the work site, and shall comply with all applicable provisions of Federal, State and Municipal safety laws and building codes to prevent accidents or injury to persons on, about or adjacent to the premises where the work is being performed. He shall erect and properly maintain at all times, as required by the conditions and progress of the work, all necessary safeguards for the protection of workmen and the public and shall post danger signs warning against the hazards created by such features of construction.

The CONTRACTOR shall take due precautions when obstructing sidewalks, streets or other public ways in any manner, and shall provide, erect and maintain barricades, temporary walkways, roadways, trench covers, colored lights or danger signals and any other devices necessary to assure the safe passage of pedestrians and automobiles.

In an emergency affecting the safety of life or posing a threat to adjoining property, the CONTRACTOR, without special instruction or authorization from the PROJECT MANAGER or Principal Representative, is hereby permitted to act, at his discretion, to prevent such threatened loss or injury; and he shall so act, without appeal, if so authorized or instructed. The Principal Representative must be notified as soon as possible in the event of any emergency. Any

Page 10 of 22 Pages Revised: 2/12/13 compensation, claimed by the CONTRACTOR on account of emergency work, shall be determined by agreement for extra compensation.

Article 26. HISTORICAL PRESERVATION

Areas adjacent to the mine sites often contain related artifacts and structures, such as buildings, tipples, ore houses, headframes and foundations that may be historically significant. Care shall be exercised to avoid any effect to these structures and artifacts, in order to preserve their integrity.

Existing structures, except shaft timbering, shall not be used as load-bearing devices.

Article 27. ELECTRICAL POWER, POTABLE AND CONSTRUCTION WATER

The CONTRACTOR shall be responsible for providing electrical power and potable and construction water as needed to perform the contract work. If the CONTRACTOR desires to use power other than portable generators, the CONTRACTOR plans for providing such power will be subject to the Principal Representative's prior approval. The cost for providing power and water will not be paid for separately but shall be included in the bid prices of the various work items. The CONTRACTOR shall install and maintain all utilities in such manner as to protect the public and workmen and conform to any applicable laws and regulations. Upon completion of the work he shall remove all such temporary utilities from the site.

Article 28. PROTECTION OF EXISTING UTILITIES

Utilities, both underground and aboveground, may exist which could affect construction work covered under this contract. The CONTRACTOR is responsible for determining the nature and locations of any and all utilities which could affect construction work covered under this contract.

The horizontal and vertical locations of utilities may vary. The CONTRACTOR is responsible for excavation and equipment movement without damage to utilities. The CONTRACTOR assumes all responsibility for damages to any utilities he causes under this contract.

When construction crosses highways, railroads, streets or utilities under the jurisdiction of State, County, City or other Public agency, Public Utility or private entity, the CONTRACTOR shall secure proper written permission before executing such construction. The CONTRACTOR will be required to furnish a proper release before final acceptance of the work.

Article 29. PERMITS, LICENSES AND REGULATIONS

Permits and licenses at a Federal, State, County and/or local level, required for prosecution of the work shall be procured and paid for by the CONTRACTOR.

Article 30. TAXES

State of Colorado as purchaser is exempt from all Federal taxes under Chapter 32 of the Internal Revenue Code (Registration No. 84-730123K) and from all State and Local Government Use Taxes (Ref. Colorado Revised Statutes Chapter 39-26.114(a)). (Our Colorado State and Local Sales Tax Exemption Number is 98-022381). The Contractor is hereby notified that when materials are purchased in certain political subdivisions (for example- the City of Denver), the Contractor may be required to pay sales tax even though the ultimate product or service is provided to the State of Colorado. This sales tax will not be reimbursed by the State.

Page 11 of 22 Pages Revised: 2/12/13

Article 31. ROYALTIES AND PATENTS

The CONTRACTOR shall pay all royalties and license fees. He shall defend all suits or claims for infringement of any patent rights and shall save the State of Colorado harmless from loss on account thereof.

Article 32. PROJECT PUBLICITY

The Principal Representative will be sole provider of information about the project work to area residents and special districts, county, state, and federal agencies, and individuals from the media.

Any contact with these groups by the CONTRACTOR must be cleared through the Principal Representative.

Article 33. TIME OF COMPLETION

It is hereby understood and mutually agreed, by and between the parties hereto, that the date of beginning, rate of progress and the time for completion of the work to be done hereunder are Essential Conditions of the Contract; and it is further understood and agreed that the work embraced in this Contract shall be commenced in the time to be specified in the Notice to Proceed.

It is further agreed that time is of the essence of each and every portion of the Contract and of the specifications wherein a definite and certain length of time is fixed for the performance of any act whatsoever; and where under the Contract an additional time is allowed for the completion of any work, the new time limit fixed by such extension shall also be of the essence of the Contract.

The CONTRACTOR agrees that work will be performed with due diligence in accordance with accepted engineering and construction practices to the end that the entire contract work shall be completed within the time specified in the Special Conditions after receipt of the Notice to Proceed.

It is expressly understood and agreed, by and between the parties, that the stipulated performance time for completion of the work described is a reasonable time for completion of the work, taking into consideration all factors, including average climatic conditions and usual construction practices prevailing in the area.

Article 34. TEMPORARY SUSPENSION OF WORK

If the CONTRACTOR is responsible for a delay in progress of the work, the CONTRACTOR shall, without additional cost, work overtime and use such additional equipment and manpower as may be necessary to complete the contract work by the stipulated date. Failure to comply will be grounds for termination of this Agreement as stipulated below or assessment of liquidated damages as stipulated under TEMPORARY SUSPENSION OF WORK.

The State, acting by and through the Principal Representative, shall have the authority to suspend the work, either wholly or in part, for such period or periods as he or they may deem necessary due to:

(a) Unsuitable weather;

(b) Faulty workmanship;

(c) Improper superintendence

(d) CONTRACTOR failure to carry out orders or to perform any provision of the Contract

Documents;

(e) Conditions which may be considered unfavorable for the prosecution of the work.

Additional time will be added to the performance time for the contract for (a) above only.

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If it should become necessary to stop work for an indefinite period, the CONTRACTOR shall store all materials in such manner that they will not become an obstruction or become damaged in any way; and he shall take every precaution to prevent damage to or deterioration of the work, provide suitable drainage and erect temporary structures where necessary.

Such Suspend Work Order shall be in writing and the CONTRACTOR shall again proceed with the work when so notified in writing.

Article 35. ESTIMATED QUANTITIES

The CONTRACTOR understands and agrees that:

(a) The quantities and measurements set forth in the Special Conditions are in no case exact and in some instances the exact quantities and measurements are impossible to determine until after conditions have become known during construction;

(b) The quantities shown in the Special Conditions are for use as a basis for comparing bids only;

(c) The Principal Representative does not expressly, or by implication, agree that the actual amount of work performed or material furnished or installed will correspond therewith;

(d) During the progress of the work the Principal Representative may find it advisable and shall have the right to make changes in locations of portions of the work, to omit portions of the work and to increase or decrease the quantities, as may be deemed necessary or desirable;

(e) Under no circumstances or conditions will the CONTRACTOR be paid anything on account of anticipated profits upon the work or any portion thereof covered by the Contract which is not actually performed;

(f) Under no circumstances or conditions will the CONTRACTOR be paid more than the unit price bid for any item of the Bid because the actual quantity is greater or less than the quantity shown in the Bid or Bid Schedule, and

(g) Measurements of any openings have been made in sufficient detail to establish general shapes and dimensions. The locations and dimensions of vertical and horizontal openings and depths of materials shown on the documents as waste material, soil and unconsolidated material and rock material are approximate measurements only and shall be verified by excavation.

Article 36. DIFFERING SITE CONDITIONS

(a) The CONTRACTOR shall promptly, and before such conditions are disturbed, notify the Principal Representative of:

(1) Subsurface or latent physical conditions at the site differing materially from those indicated in the Contract, or

(2) Unknown physical conditions at the site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract.

The Principal Representative shall promptly investigate the conditions, and if he finds that such conditions do materially so differ and cause an increase or decrease in the

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CONTRACTOR’S cost of, or the time required for, performance of any part of the work under this Contract, whether or not changed as a result or such conditions, an equitable adjustment shall be made and the Contract modified in writing accordingly.

(b) No claim of the CONTRACTOR under this clause shall be allowed unless the CONTRACTOR has given the notice required in (a) above; provided, however, the time prescribed therefore may be extended by the State.

Article 37. CHANGES IN THE WORK

The Principal Representative, without invalidating the Contract, may order extra work, or make any other reasonably related changes by altering adding to or deducting from the work; the contract price and time for completion of the work will be adjusted accordingly by written change order.

All such work shall be executed under the conditions of the original contract except that any claim for extension of time caused by changes authorized in the change order shall be included in the written change order.

The Principal Representative shall have authority to make minor changes in the work, not involving extra cost, and not inconsistent with the purpose of the work, but otherwise, except in an emergency endangering life or property, no extra work or change in the Contract Documents shall be made unless by a change order. No claim by the CONTRACTOR for an equitable adjustment hereunder shall be allowed if asserted after final payment under this Contract, approved by the Principal Representative. No claim for any change to the Contract sum shall be valid unless so ordered.

The value of any extra work or change shall be determined in one or more the following ways:

(a) By estimate and acceptance in a lump sum;

(b) By unit prices named in the Contract;

(c) By actual cost plus a fixed fee, or percentage, the latter agreed upon prior to starting the extra or changed work.

Changed work shall be adjusted and considered separately for the work either added or omitted.

The amount of adjustment for work omitted shall be estimated at the time it is authorized, and the agreed adjustment will be deducted from the subsequent monthly progress payments.

Article 38. CLAIMS FOR EXTRA COST

If the CONTRACTOR claims that any instructions, by drawings or otherwise, involve extra cost under this Contract, he shall give the Principal Representative written Notice thereof within a reasonable time after the receipt of such instructions. In any event, before proceeding to execute the work, except in emergency endangering life or property, the procedure shall be as provided for under Article 35, CHANGES IN THE WORK. No such claim shall be valid unless so made.

In all such cases, the CONTRACTOR shall keep a correct account of the extra cost, in such form as the Principal Representative may direct, and shall present such account, supported by receipts.

The Principal Representative shall be entitled to reject any claim for extra cost whenever the foregoing procedure is not followed.

The payments to the CONTRACTOR in respect of such extra costs shall be limited to reimbursement for the current additional expenditure by the CONTRACTOR made necessary by the change in the work, plus a reasonable amount of overhead and profit, determined solely with reference to the additional work, if any, required by the change, at or prior to the time of making the change.

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Any claim by the CONTRACTOR arising by virtue of the Contract which is not disposed of by agreement shall be submitted in writing, together with any written and oral evidence in support thereof, to the Principal Representative for decision. Before making a decision the Principal Representative may notify the CONTRACTOR that additional written and/or oral evidence in support of the claim is required. If such notice is given, CONTRACTOR shall provide additional evidence to the Principal Representative within the time specified by the Principal Representative in the notice. The Principal Representative shall make his decision in writing and mail or otherwise furnish a signed copy to the CONTRACTOR. Pending the decision of the Principal Representative, the CONTRACTOR shall proceed diligently with the performance of the Contract.

Article 39. LIQUIDATED DAMAGES

If the CONTRACTOR shall neglect, fail or refuse to complete the work within the time agreed upon in this Agreement or any extension thereof, the CONTRACTOR shall be liable to the Principal Representative in the amount specified in the Special Conditions for this project for each and every calendar day the completion of the work is delayed beyond the time provided in this Agreement, as fixed and agreed liquidated damages, and not as a penalty. If the Principal Representative terminates the CONTRACTOR'S right to proceed, the resulting damage will consist of liquidated damages until such reasonable time as may be required for final completion of the work along with any increased costs incurred by the Principal Representative in completing the work. If the Principal Representative does not terminate the CONTRACTOR'S right to proceed, the resulting damage will consist of liquidated damages until the work is completed or accepted.

The Principal Representative shall have the right to deduct from and retain out of monies which may be due or which may become due and payable to the CONTRACTOR, the amount of such liquidated damages; and if the amount so retained by the Principal Representative is insufficient to pay in full such liquidated damages, the CONTRACTOR shall pay to the Principal Representative the amount necessary to effect payment in full of such liquidated damages.

Article 40. DAMAGES

If either party to this Contract shall suffer damage in any manner because of any wrongful act or neglect of the other party or of anyone employed by him, then he shall be reimbursed by the other party for such damage, except that the Principal Representative shall be responsible for and at his option insure against loss of use of any of his existing property, due to fire or otherwise, however caused.

Claims under this clause shall be made in writing to the party liable within a reasonable time of the first observance of such damage and not later than the time of final payment, except as expressly stipulated otherwise in the case of faulty work or materials.

Article 41. STATE’S RIGHT TO DO THE WORK

If the CONTRACTOR should neglect to prosecute the work properly or fail to perform any provision of the Contract, the Principal Representative, after seven (7) days' written notice to the CONTRACTOR and the Surety may, without prejudice to any other remedy he may have, make good such deficiencies and may deduct the cost thereof from…