Annual Contractor Agreements (licensed)

WHEREAS, HBF has agreed to provide certain construction services to the various properties identified, by project, below; and

WHEREAS, Contractor has agreed to provide construction services and materials in connection with the projects identified below; and

WHEREAS, the parties agree that the construction and services required by this agreement and any drawings and/or specifications prepared by HBF, or at HBF’s request, in connection with the projects identified below shall be executed by Contractor as provided in this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Scope of Work (“SOW”). The work to be performed by Contractor will be provided on a per project basis to HBF approved client upon request from HBF staff, progressively identified and attached to this document on an annual basis, hardcopies to be saved and/or archived by the HBF and incorporated into this document as if fully set forth herein. HBF staff will communicate the SOW to each such client, in writing. That document will then be signed by the client and Contractor prior to commencing any SOW.

2. Insurance and Uninsured Losses. Contractor shall obtain and/or verify the existence of the following policies for the following insurance coverages, which shall be carried continuously from the date of this Agreement for eight years following substantial completion of the SOW(s), progressively identified and attached to this Agreement, and in the amounts specified below or by state law:

   (a) Worker's compensation coverage as required by Colorado state law to cover all its employees in all SOW(s) to be performed under this Agreement, and all subcontractors, laborers, and agents of Contractor.

   (b) Comprehensive general liability (GL) coverage on an occurrence basis only, including broad form property damage coverage for completed operations, which names the HBF as an additional insured for both ongoing and completed operations and includes extended contractual liability coverage insuring, among other things, the “hold harmless” agreements of Contractor running to HBF pursuant to this or any other agreement, the limits of such coverage to be the upper limit of the available insurance, in no event shall this be less than $1 million each occurrence, $2 million aggregate. HBF and Contractor intend and agree that the coverage obtained by the Contractor naming HBF as an additional insured as set forth herein shall apply on a primary and non-contributory basis.

         i) If requested, the HBF will pay Contractor up to $150 annually to be listed as an additional insured with ongoing and completed operations coverage, with policy limits no less than the general liability limits described above. 

   (c) Automotive liability coverage on an occurrence basis only, including coverage of all owned, non-owned and hired vehicles, and including bodily injury and property damage coverage with the upper limit of the available insurance, in no event shall this be less than $500,000.

   (d) Any other insurance that might be reasonably requested by HBF as thought necessary in connection with a specific HBF-related project.

Prior to commencing any work under this Agreement, Contractor shall submit to HBF copies of binders, policies, and/or certificates of insurance that confirm these insurance coverages.

No policy will permit cancellation without 30 days prior written notice of cancellation to HBF. Failure of Contractor to maintain complete insurance may be deemed a material breach allowing HBF to terminate this Agreement, or to provide insurance at Contractor’s sole expense; in neither case, however, shall Contractor’s liability be lessened. In addition, Contractor shall not sublet or subcontract any part of this Agreement without previously obtaining approval from the HBF and similar insurance from its subcontractors and suppliers.

3. Payment. If applicable, HBF shall pay Contractor for its satisfactory execution of each SOW as determined by HBF staff. Payment shall be made in full to Contractor upon completion of the each respective project SOW identified above by Contractor pursuant to HBF's inspection and acceptance of such work.

4. Indemnification. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless HBF and its officers, directors, agents, employees, and principals, of, from, and against any and all claims, liabilities, including, without limitation, contractual liabilities, damages, losses, and expenses, including but not limited to, attorney’s fees and costs, arising out of, resulting from or related to the performance of the SOW, or work performed by any subcontractors, laborers, material men, or agents, provided that any such claim, liability, damage, loss or expense (1) is attributable to bodily injury, personal injury, sickness, disease or death, or to violations of alleged violations of the Occupational Safety and Health Act of 1970, as amended, or to regulations promulgated thereunder, or to violations or alleged violations of similar state laws and regulations, or to injury to or destruction of tangible property including the loss of use resulting therefrom, or to any defective work of Contractor, or to any breach by Contractor of this Agreement, and (2) caused in whole or in part by any act, failure to act, or omission of Contractor, any subcontractor of Contractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder and/or a volunteer on behalf of a party indemnified hereunder or caused in part by the negligence of a party indemnified hereunder and/or a volunteer on behalf of a party indemnified hereunder, provided however, such party indemnified shall not be indemnified for the willful misconduct of such indemnified party or its volunteer. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Section. In any and all claims against any party indemnified hereunder by any employee of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the

indemnification obligation under this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Contractor or any subcontractor under workers’ or workmen’s compensation acts, disability acts or other employee benefit acts. In addition, in no event shall Contractor’s obligations hereunder be limited to the extent of any insurance available to or provided by Contractor. At its sole discretion, HBF may withhold, from time to time, any monies otherwise due Contractor hereunder or under any other contract or agreement, a sum of money which, in the sole judgment of HBF, shall be sufficient to secure the performance of Contractor’s obligations under this Section.

5. Abide by Laws. Contractor shall comply with the requirements of the Occupational Safety and Health Act of 1970, as amended (including without limitation, the prompt submission of material safety data sheets when required), as well as all other applicable federal, state, and local health, safety, environmental, hazardous, and other work laws, regulations, and requirements.

6. Release of HBF. Contractor hereby releases HBF of and from any and all liability of whatsoever nature because of any injury or injuries to Contractor, its employees, agents, or subcontractors or any employees or agents of such subcontractors, or any other people doing work with or for Contractor on behalf of HBF.

7. Limited Contractor’s Warranty. Contractor hereby warrants to HBF, its successors and assigns, and to the respective owner(s) of the property at which the SOW is being performed that saisaidd SOW performed and materials furnished by the Contractor are free from defects or deficiencies and were performed in good and workmanlike mannerfor one year following the completion of the SOW referenced in Paragraph 1.7. No Assignment: This Agreement shall not be assigned by either party without the prior written consent of the non-assigning party.

8. Survival: The covenants and indemnities herein that by their nature are intended to survive termination or expiration hereof, shall survive any termination or expiration of this Agreement.

9. Governing Law; Severability: This Agreement will be construed and governed by the laws of the State of Colorado. Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without in any manner affecting the remaining provisions hereof in any jurisdiction or rendering that or any other provision of this Agreement invalid, illegal, or unenforceable in any other jurisdiction.