EXHIBIT 6.4
ELKHORN GOLDFIELDS, INC.
------------------------
EAST BUTTE DEVELOPMENT CONTRACT
-------------------------------
ELKHORN GOLDFIELDS, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
1.0 DEFINITIONS, INFORMATION AND INSTRUCTIONS
1.1 DEFINITIONS:
1.1.1 "Owner": Elkhorn Goldfields, Inc.
1.1.2 "Owner's Representative": ▇▇▇ ▇▇▇▇▇▇▇ - Director, Elkhorn Mine or
alternate appointee.
1.1.3 "Contractor": Centennial Development Company
1.1.4 "Document" or "Contract": this contract document.
1.2 CONTRACT DOCUMENT:
1.2.1 The document includes the following:
o Definitions, Information and Instructions
o Form of Tender
o Scope of Work & Technical Specifications
o General Terms and Conditions
o Qualifications and Assumptions
o Drawings
1.3 EXAMINATION OF THE DOCUMENT:
1.3.1 Centennial Development Company shall, before signing this contract,
carefully examine the document in its entirety to satisfy himself as to
the completeness of the document (as listed above in 1.2.1), site
conditions and work requirements. Should discrepancies in or omissions
to the document be found, or in doubt arise as to the meanings or
requirements in the document, Contractor shall at once notify the
Owner's representative. Clarifications will be provided by the Owner.
Any addenda shall be part of the document.
1.4 WORK SCHEDULE:
1.4.1 Centennial Development Company should begin mobilization of equipment,
materials and personnel on or before March 15, 2001 in a timely manner
to begin work shortly thereafter.
1.5 MISCELLANEOUS OVERHEAD:
1.5.1 Centennial Development Company has made provision in his bid for the
following and all miscellaneous services and costs:
1.5.2 Safety and first aid as required by MSHA & OSHA policies;
1.5.3 Temporary offices, warehousing, tool sheds, utilities and the like;
1.5.4 Construction of the lay-down, storage, shop and work areas, if
necessary, as approved by Owner's Representative;
1.5.5 Transportation to and from the site.
1.6 PERMITS AND LICENSES:
1.6.1 With the exception that follows, the Owner shall procure all necessary
permits and/or licenses required for contract work, and the contractor
shall be bound by all terms and conditions of all such permits or
licenses.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
1.6.2 Centennial Development Company shall ensure that he and all
Subcontractors comply with all requirements of any federal, state or
municipal Act, Bylaws or Regulation applicable to Centennial
Development Company's or any Subcontractor's performance of Services
governing responsibilities of employers. Centennial Development
Company shall indemnify Elkhorn Goldfields, Inc. and save it harmless
from and against all claims, demands, prosecutions or suits based on
or arising out of Centennial Development Company's or any
Subcontractor's failure to make the necessary returns or payment or
other violation of such Act, Bylaws or Regulation and from and against
any loss, damages, penalties, costs or expenses (including legal fees
and disbursements or court costs) or liability therefore suffered or
incurred by Elkhorn Goldfields, Inc. in respect thereto.
1.8 THE CONTRACT:
1.8.1 This contract must include a completed and signed section 2.0 "Form of
Tender", which will become binding upon both parties when completely
executed. The contract thus signed by both parties constitutes the
entire agreement between the parties, and may be amended thereafter
only by written consent of both parties.
1.9 INSURANCE:
1.9.1 Insurance coverages shall be in accordance with section 4.22, "General
Terms and Conditions", unless otherwise amended by mutual, written
consent of the parties.
1.10 PAYMENT:
1.10.1 The Owner will pay for work completed semi-monthly, provided that work
for which a progress billing is submitted has been delivered to the
Owner and approved by the Owner's Representative and the value of
invoices accurately reflects the percentage of completion.
1.10.2 Items such as Surface Facilities that may be purchased by the Owner
from Centennial Development Company will be assessed and negotiated
upon completion of the Project.
1.11 EXTRA WORK, MATERIALS & Equipment Rates:
1.11.1 Labor and equipment for extra work as agreed to by the Owner and
Centennial Development Company shall be paid, after acceptance by the
Owner, at the rates specified in section 2.0, Article III. Materials
will be paid at cost plus 10 percent. Approval by the Owner's
Representative is required for materials exceeding $500 per purchase.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
FORM OF TENDER
BETWEEN CONTRACTOR AND ELKHORN GOLDFIELDS, INC.
THIS AGREEMENT, made in duplicate, as of the 26th day of January, in the year
two-thousand-and-one.
BETWEEN:
Centennial Development Company - "Contractor"
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
And
Elkhorn Goldfields, Inc. - "Owner"
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Whereas the Owner has accepted the quoted rates as submitted by the Contractor
to perform certain work known and described as:
Elkhorn Mine - East Butte Development
Where-in-as the Contractor and the Owner in consideration of their respective
promises and obligations herein, covenant and agree with each other as follows:
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
ARTICLE I
---------
(A) The "Contract Document" is defined as Form of Agreement, Scope of Work
and Responsibilities, and the General Terms and Conditions.
(B) For the purpose of this Contract, the "Owners Representative" referred
to in the General Terms and Conditions and the other Contract Documents
shall mean the Director or alternate appointee for Elkhorn Goldfields,
Inc.
(C) The term "Work" shall mean "Work" as defined in Section 3, Scope of
Work.
(D) If there is any discrepancy between drawings, then the latest detail
issued for Construction Drawings shall govern and take precedence over
all other drawings. In any event, the Contractor shall immediately
advise the Owners Representative of any discrepancies in the Drawings
or other Contract Documents before proceeding with the Work Affected.
ARTICLE II
----------
(A) The Contractor will provide all labor, equipment, and services as
described and agreed upon under the Scope of Work and Responsibilities,
and in accordance with the General Terms and Conditions.
(B) The Owner will provide all design drawings and services as described
and agreed upon under the Scope of Work and Responsibilities, and in
accordance with the General Terms and Conditions.
ARTICLE III
-----------
(A) The Owner, in consideration of, and as compensation for the
satisfactory performance of the services herein, will compensate the
Contractor at the following rates:
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
ARTICLE IV
(A) The Contractor shall use his best efforts and conduct the work to be
performed herein as expeditiously as possible.
(B) This agreement shall commence on the 2nd day of February, 2001 and will
be completed on or by the 31st day of December, 2001.
ARTICLE V
(A) Elkhorn Goldfields, Inc. shall:
(1) Make semi-monthly payments to the Contractor on account of the work
performed as certified by the Owner's Representative, and
(2) Upon Total Performance of the Work as certified by the Owner's
Representative pay to the Contractor the unpaid balance of
monies then due.
(B) Elkhorn Goldfields, Inc. will have the right to terminate the Contract
without penalty with seven (7) days notice should the Contractor in
Elkhorn Goldfields, Inc. sole opinion be unable to meet his commitments
on this Contract. In the event of such as termination the Contractor
will be compensated for his reimbursable costs incurred to the date of
termination and for any other costs reasonable incurred as a result of
such termination and agreed to by Elkhorn Goldfields, Inc.
(C) Elkhorn Goldfields, Inc will have the right to terminate this Contract
for any Contractor default and in accordance with the General Terms and
Conditions.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
ARTICLE VI
(A) Elkhorn Goldfields, Inc. and the Contractor's Representatives, with
respect to the implementation of the
Contract are:
Elkhorn Goldfields, Inc.:
▇▇▇ ▇▇▇▇▇▇▇
Managing Director
▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇-▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Centennial Development Company:
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
President Vice President
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ 3209 West ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Canada P3Y-1L7
(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
(B) The Contractor warrants that he has full power, license and authority
to perform the operations required of it hereunder in the State of
Montana.
(C) The Agreement, Scope of Work and Responsibilities, General Terms and
Conditions form the entire Agreement between the parties. There are not
understandings, representations, or warranties of any kind except as
expressly set herein. No changes, alterations or modifications shall be
effective unless in writing and signed by those persons designated for
such purpose in writing by each of the parties.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the 2nd day
of February, 2001.
SIGNED AND DELIVERED in the presence of:
THE OWNERS
ELKHORN GOLDFIELDS, INC.
/s/ ▇▇▇ ▇▇▇▇▇▇▇
------------------------------
▇▇▇ ▇▇▇▇▇▇▇ - Managing Director
THE CONTRACTOR
CENTENNIAL DEVELOPMENT COMPANY
------------------------------
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ - President
CENTENNIAL DEVELOPMENT COMPANY
------------------------------
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ - Vice President
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
East Butte Development Project: Bid Schedule
------------------------------------------------------------------------------------------------------------------------------------
UNIT PRICE UNITS APPROXIMATE TOTAL AMOUNT
QUANTITY
------------------------------------------------------------------------------------------------------------------------------------
PRELIMINARY WORK
Mobilization of equipment, labor, temporary
buildings, and materials. $81,349.00 LS 1 $81,349.00
------------------------------------------------------------------------------------------------------------------------------------
DEVELOPMENT WORK
------------------------------------------------------------------------------------------------------------------------------------
Collar portal and install gate $16,408.98 LS 1 $16,408.98
------------------------------------------------------------------------------------------------------------------------------------
Primary Access (10' wide x 12' high)
with Spot ▇▇▇▇▇▇ $305.00 LFT 0 0
------------------------------------------------------------------------------------------------------------------------------------
Primary Access (10' wide x 12' high) $367.00 LFT 0 0
with Pattern Bolting
------------------------------------------------------------------------------------------------------------------------------------
Primary Access (10' wide x 12' high)
with Standard Support $377.00 LFT 818 $308,386.00
------------------------------------------------------------------------------------------------------------------------------------
Primary Access (10' wide x 12' high) $390.00 LFT 400 $156,000.00
with Full Support
------------------------------------------------------------------------------------------------------------------------------------
Muckbays, drill stations, etc.
(nominally 10' wide x 12' high) $377.00 LFT 200 $75,400.00
------------------------------------------------------------------------------------------------------------------------------------
Extra excavation in sumps $2.79 CFT 4000 $11,160.00
------------------------------------------------------------------------------------------------------------------------------------
Secondary Access (10' wide x 10' high)
with Spot Bolting $279.00 LFT 0 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Secondary Access (10' wide x 10' high)
with Pattern Bolting $335.00 LFT 0 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Secondary Access (10' wide x 10' high)
with Standard Support $343.00 LFT 0 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Secondary Access (10' wide x 10' high)
with Full Support $352.00 LFT 250 $88,000.00
------------------------------------------------------------------------------------------------------------------------------------
Secondary Access (8' wide x 8' high)
with Full Support $378.00 LFT 600 $226,800.00
------------------------------------------------------------------------------------------------------------------------------------
Waste Hauling
using 6 yard scooptram $3.73 CYD 0 $0.00
------------------------------------------------------------------------------------------------------------------------------------
Mats $16.00 EACH 200 $3,200.00
------------------------------------------------------------------------------------------------------------------------------------
8 ft. Split-set in lieu of 5 ft. Split-set $9.00 EACH 100 $900.00
------------------------------------------------------------------------------------------------------------------------------------
8 ft. resin bolt in lieu of 5 ft. Split-set $16.50 EACH 100 $1,650.00
------------------------------------------------------------------------------------------------------------------------------------
Raise (6' x 6') equipped with ladders
(less than 70 degree slope) $395.00 LFT 200 $79,000.00
------------------------------------------------------------------------------------------------------------------------------------
Shotcrete $276.00 CYD 100 $27,600.00
------------------------------------------------------------------------------------------------------------------------------------
5 ft. Split-set in raise $28.75 EACH 300 $8,625.00
------------------------------------------------------------------------------------------------------------------------------------
RATE UNITS
EXTRA WORK
------------------------------------------------------------------------------------------------
LABOR
------------------------------------------------------------------------------------------------
Superintendent $45.00 /HOUR
------------------------------------------------------------------------------------------------
Lead Miner $43.55 /HOUR
------------------------------------------------------------------------------------------------
Miner $41.43 /HOUR
------------------------------------------------------------------------------------------------
Mechanic $39.13 /HOUR
------------------------------------------------------------------------------------------------
Electrician $40.54 /HOUR
------------------------------------------------------------------------------------------------
Operator $35.10 /HOUR
------------------------------------------------------------------------------------------------
Laborer $29.61 /HOUR
------------------------------------------------------------------------------------------------
EQUIPMENT
------------------------------------------------------------------------------------------------
2 boom Jumbo $82.00 /HOUR
------------------------------------------------------------------------------------------------
13 Ton Truck $42.00 /HOUR
------------------------------------------------------------------------------------------------
6 yard scooptram $90.00 /HOUR
------------------------------------------------------------------------------------------------
3.5 yard scooptram $46.00 /HOUR
------------------------------------------------------------------------------------------------
2 yard scooptram $36.00 /HOUR
------------------------------------------------------------------------------------------------
Surface Loader $36.00 /HOUR
------------------------------------------------------------------------------------------------
Scissor Lift $25.00 /HOUR
------------------------------------------------------------------------------------------------
Jackleg/Stoper Drills $5.00 /HOUR
------------------------------------------------------------------------------------------------
600kW Genset $54.00 /HOUR
------------------------------------------------------------------------------------------------
825 CFM Electric Compressor $17.00 /HOUR
------------------------------------------------------------------------------------------------
Alimak $25.00 /HOUR
-------------------------------------------------------------------------------------------------
PROJECT COMPLETION WORK
De-mobilization of equipment, lar,
temporary buildings, and materials. $53,536.00 LS 1 $53,536.00
------------------------------------------------------------------------------------------------------------------------------------
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
MONTHLY INTERNAL RENTAL RATES
(includes O/H and Margin)
75% - 100% Operating 50% - 75% Operating 0% - 50% Operating
Jumbo $11,400.00 $7,500.00 $5,000.00
3.5yd Scooptram $8,322.00 $6,242.00 $4,161.00
2yd Scooptram $4,560.00 $3,420.00 $2,280.00
Truck $5,700.00 $4,275.00 $2,850.00
Jacklegs $143.00 $107.00 $72.00
Anfo Loader $44.00 $33.00 $22.00
Fans $428.00 $321.00 $214.00
Electric Pumps $400.00 $300.00 $200.00
Air Pumps $171.00 $128.00 $86.00
Shop Equipment $285.00 $214.00 $143.00
Office Equipment $171.00 $128.00 $86.00
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
SCOPE OF WORK & TECHNICAL SPECIFICATIONS
3.1 PROJECT SUMMARY & Schedule:
3.1.1 The Project is located northeast of Boulder, Montana at an elevation of
approximately 6300 feet above sea level and is reached by approximately
20 miles of paved and dirt roads after leaving Interstate 15 at the
Boulder Exit.
3.1.2 Roads to within 500 feet of the project site are maintained by
Jefferson County.
3.1.3 Over-the-road trailer trucks can drive to within 500 feet of the
project site.
3.1.4 Only 110/220 volt commercial electric power is available at the site.
Contact Montana Power Company at (▇▇▇) ▇▇▇-▇▇▇▇ for details.
3.1.5 Culinary water is not available at the site: however, a source of
surface water is available.
3.1.6 The work will consist of approximately 1218 feet of 10 feet wide by 12
feet high access drift with ▇▇▇▇-▇▇▇▇, sumps, and approximately 250
feet of secondary access. A 200 foot raise may be driven upon
completion of the access drift. The raise is to be considered optional
work at the discretion of the owner. However, a minimum of one month's
advance notice will be given to the Contractor if the raise will be
included in the work.
3.1.7 Work is expected to commence on or before 15 March 2001 and continue at
a rate of approximately 20 feet per day, working five days per week.
3.1.8 Additional development work and ore production is contemplated but not
included in this scope-of-work.
3.2 SAFETY CONSIDERATIONS:
3.2.1 The contractor agrees to follow MSHA regulations and safety regulations
set forth by Elkhorn Goldfields, Inc. during the entire Project.
3.2.2 The contractor will be responsible for providing safety training to
contractor personnel.
3.2.3 The contractor will be responsible for providing mine rescue capability
in accordance with 30 CFR, Part 49.
3.3 SURFACE BUILDINGS, FACILITIES, AND OTHER SERVICES TO BE PROVIDED BY
CONTRACTOR:
3.3.1 Shop, warehouse, office, compressors, power generators, portal heater,
fuel tanks as required. The contractor will be expected to generate
enough additional power for an underground core drill.
3.3.2 Communications, transportation, first aid, mine lamps, self rescuers.
3.3.3 Off-site garbage disposal, water and sanitary facilities, dry
facilities as required.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
3.3.4 The contractor will be expected to generate enough additional
electricity to power an underground core drill drawing approximately 60
Kw. The drill will operate from the muckbays shown in the Preliminary
Development Plan. Drilling is expected to begin when the ramp is about
half complete.
3.4 CONTRACTOR'S U/G MINING EQUIPMENT
3.4.1 13 to 16 ton class truck(s).
3.4.2 3.5 yard to 5 yard class loader(s).
3.4.3 Single or twin-boom jumbo(s).
3.4.4 Bolting equipment.
3.4.5 Support equipment as needed.
3.4.6 Fan adequate for the equipment in-use and for the length of drift.
3.4.7 One active and one spare Flygt 13 hp high head pump or equivalent and
miscellaneous small pumps.
3.5 U/G SERVICES CARRIED WITH DEVELOPMENT HEADINGS:
3.5.1 Properly sized ventilation duct and/or vent bag in primary and
secondary access.
3.5.2 One of each to be installed in primary access headings: 4" schd. 10
compressed air line, 2" schd. 10 drill water line, 4" schd. 10
discharge water line. Pipe to become property of Elkhorn Goldfields,
Inc. upon completion of the work.
3.5.3 Power cable for fans, pumps, electric jumbo (if needed), and core drill
(owned and operated by others).
3.6 PORTAL
3.6.1 The Owner shall excavate the portal site back to bedrock.
3.6.2 The Contractor shall not remove or damage any trees around the portal
site.
3.6.3 The Contractor shall square-up, bolt, and screen the portal face.
3.6.4 The Contractor shall construct, install, and maintain a secure locking
gate on the portal.
3.7 PRIMARY DEVELOPMENT
3.7.1 Main decline dimensions: 10 feet wide x 12 feet high to center of arch.
3.7.2 Approximate horizontal length: 622 feet at a -15% grade and 596 feet
at a -1% grade.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
3.7.3. The Owners Representative and Contractor will decide together on the
proper ground control system to be used, based on ground conditions.
The footage break-down by ground support type as listed in Article III,
Part B is to be considered an estimate; actual footage will depend on
conditions encountered. Full support will include 5' Split-Sets on a 3'
x 3' bolting pattern with chainlink in the back and down the ribs to 6'
above the sill. Standard support will include, 5' Split-Sets on a 3' x
3' pattern with screen in the back, extending only from springline to
springline. Pattern bolting will include 5' Split-Sets on 3' x 3'
centers in the back extending from springline to springline. Spot
bolting will be with 5' Split-Sets as agreed between the Owner and
Contractor. Payment per foot of decline will be as bid in Article III,
Part B.
3.7.4 Additional ground support is anticipated at intersections or in poor
ground as agreed between the Owner's Representative and Contractor. 8'
Split-Sets or 8' resin bolts may be substituted for 5' Split-Sets in
the standard 3' x 3' bolting pattern and will be paid per bolt. Mats
may be added and will be paid per mat. Shotcrete, if required, will be
paid by the cubic yard. Mats, shotcrete, or 8' bolts in lieu of 5'
bolts will be paid as bid in Article III, Part B. (Note that additional
ground support costs are paid in addition to the footage cost in
Section 3.7.3).
3.7.5 Bad ground is anticipated between 500 and 600 feet from the portal.
Methods and means of drilling and blasting, including short rounds in
bad ground, may be specified by the Owner's Representative.
3.7.6 Muck bays: 10' wide x 12' high x 40' long (length measured from rib of
decline, grade to be flat for first 25 feet) at approximately 300 foot
intervals. Support will depend on ground conditions encountered.
3.7.7 Sumps will be designed to suit water conditions encountered and be paid
by the cubic foot of excavation.
3.8 SECONDARY RAMP DEVELOPMENT
3.8.1 At least 2 stope access ramps 50' to 100' long each 10' wide x 10' high
at +/- 20%.
3.8.2 The Owners Representative and Contractor will decide together on the
proper ground control system to be used, based on ground conditions.
The footage break-down by ground support type as listed in Article III,
Part B is to be considered an estimate; actual footage will depend on
conditions encountered. Full support will include 5' Split-Sets on a 3'
x 3' bolting pattern with chainlink in the back and down the ribs to 6'
above the sill. Standard support will include, 5' Split-Sets on a 3' x
3' pattern with screen in the back, extending only from springline to
springline. Pattern bolting will include 5' Split-Sets on 3' x 3'
centers in the back extending from springline to springline. Spot
bolting will be with 5' Split-Sets as agreed between the Owner and
Contractor. Payment per foot of decline will be as bid in Article III,
Part B.
3.8.3 Additional ground support is anticipated at intersections or in poor
ground as agreed between the Owner's Representative and Contractor. 8'
Split-Sets or 8' resin bolts may be substituted for 5' Split-Sets in
the standard 3' x 3' bolting pattern and will be paid per bolt. Mats
may be added and will be paid per mat. Shotcrete, if required, will be
paid by the cubic yard. Mats, shotcrete, or 8' bolts in lieu of 5'
bolts will be paid as bid in Article III, Part B. (Note that additional
ground support costs are paid in addition to the footage cost in
Section 3.8.2).
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
3.8.4 Bad ground is anticipated in the secondary development heading leaving
the primary ramp at 251.9 feet in from the portal. Methods and means of
drilling and blasting, including short rounds in bad ground, may be
specified by the Owner's Representative.
3.9 MUCK HAULAGE
3.9.1 Ore and waste will be hauled on surface by the Contractor to locations
designated by the Owner's Representative. Surface ore and waste piles
will be located 500 to 750 feet from the portal.
3.10 RAISE DEVELOPMENT (OPTIONAL WORK)
3.10.1 A 6' x 6' raise approximately 200 feet long will be driven at
approximately a 68 degree slope from the 6300 level to surface. The
exact location will be determined based on ground conditions and
drilling results.
3.10.2 The raise will be equipped with ladders and serve as an escapeway and
ventilation raise. Bolting with 5' Split-Sets is likely and will be
paid as bid in Article III, Part B.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
4.0 GENERAL TERMS AND CONDITIONS
4.1 DEFINITIONS
4.1.1 "Agreement" means the memorandum of agreement to which these General
Terms and Conditions are attached, executed by Elkhorn Goldfields, Inc
and Centennial Development Company whereby the Contract came into
existence.
4.1.2 "Article" means the Paragraph or Paragraphs grouped under a heading
called an "Article"
4.1.3 "Changes" means additions, deletions or other revisions to the Work
within the general scope of the Contract.
4.1.4 "Contemplated Change Notice" means a written request prepared by
Elkhorn Goldfields, Inc.
4.1.5 "Contract" is the agreement between the Parties to perform their
respective duties, responsibilities and obligations as prescribed in
the Contract Documents and represents the entire agreement between the
Parties.
4.1.6 "Contract Change Order" means a written confirmation prepared
and executed by Elkhorn Goldfields, Inc. and Centennial Development
Company evidencing a modification to the Contract.
4.1.7 "Contract Documents" means the Agreement, these General Terms and
Conditions, Special Terms and Conditions, the Drawings and
Specifications, The Qualifications and Assumptions, and any other
documents incorporated by reference in any of the foregoing.
4.1.8 "Contractor" means Centennial Development Company.
4.1.9 "Contract Price" means the total amount of compensation payable under
the Contract to Centennial Development Company for the Services and
shall include any additions or reductions established or agreed upon
from time to time as provided herein.
4.1.10 "Contract Time" means the time or times stipulated in the Contract
Documents for completion of the Work.
4.1.11 "Dispute" means a difference between the Parties as to the
interpretation, application, administration of the Contract or the
amount of compensation to which Centennial Development Company is
entitled.
4.1.12 "Drawings" means the drawings designated by Elkhorn Goldfields, Inc.
illustrating all or part of the Work.
4.1.13 "Effective Date" means the date stated in the Agreement when the
Contract becomes effective.
4.1.14 "Field Work Instruction" means a written instruction varying the
Contract requirements, issued by Elkhorn Goldfields, Inc.'s
Representative and accepted by Centennial Development Company.
4.1.15 "General Terms and Conditions" means these terms and conditions
attached to the Agreement and forming part of the Contract Documents.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
4.1.16 "Materials" means the materials, apparatus, and equipment that are by
this Contract to be procured, erected, installed or placed or otherwise
incorporated into the Work.
4.1.17 "Paragraph" means the part of the text of these General Terms and
Conditions following a separate and distinct number.
4.1.18 "Party" means Elkhorn Goldfields, Inc. or Centennial Development
Company.
4.1.19 "Services" means the supply of labor, materials, and construction
materials required to complete the Work.
4.1.20 "Subcontract" means a contract between Centennial Development Company
and any Subcontractor or between any Subcontractor and any other
Subcontractor.
4.1.21 "Subcontractor" means any person or entity, including suppliers of
materials and construction materials, with whom Centennial Development
Company or any other person or entity, has a contract for part of the
Services.
4.1.22 "Unit Price" means the cost of Services for a unit established by
Centennial Development Company's quote or elsewhere in the Contract
Documents and shall include all materials, construction materials,
labor, equipment, delivery, handling, overhead and profit, and all
duties and taxes applicable.
4.1.23 "Work" means the total facilities constructed pursuant to the Contract
Documents.
4.1.24 "Work Papers" means all Specifications, Drawings, diagrams, sketches,
surveys, designs, studies and reports, models and manufacturers'
guarantees and other documents, information and data pertaining to the
Work or any part thereof and any amendments thereto, whether
originating with Elkhorn Goldfields, Inc. or generated, made or
acquired by Centennial Development Company or a Subcontractor or any of
their employees.
4.1.25 All of the foregoing definitions shall apply to all of the Contract
Documents unless specified to the contrary or unless they are
inappropriate in the context.
4.4 CHANGES
4.4.1 Without invalidating the Contract, Elkhorn Goldfields, Inc. may make
Changes, and the Contract Price and Contract Time shall be adjusted
accordingly by Elkhorn Goldfields, Inc. issuance to Centennial
Development Company of either:
i. Field Work Instruction, confirmed by a Contract Change Order;
ii. Or, Contract Change Order.
4.4.2 Where the Change is authorized by a Field Work Instruction, Centennial
Development Company, upon acceptance of the Field Work Instruction
shall forthwith supply Services to effect the Change.
4.4.3 Elkhorn Goldfields, Inc. may also initiated a Change by its issuance to
Centennial Development Company a Contemplated Change Notice. Subject to
Paragraph 4.4.7, where the Change is initiated by a Contemplated Change
Notice, Centennial Development Company shall not supply Services
relating to the Changes until advised either orally by Elkhorn
Goldfields, Inc.'s Representative or in writing by a Contract Change
Order.
4.4.4 Subject to Paragraph 4.4.7, any increase or decrease in the Contract
Price or alteration in the Contract Time resulting from a Change shall
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
not be made until a Contract Change Order describing the Change and the
price increase or decrease in connection with this Change is signed by
Centennial Development Company and Elkhorn Goldfields, Inc. Centennial
Development Company shall keep accurate records of quantities, or
costs, and present an account of the costs of the Change together with
vouchers where applicable.
4.4.5 The method of valuing an increase or decrease to the Contract Price in
respect of a Change shall be determined by one of the following methods
as mutually agreed by the Parties:
i. Estimate and acceptance in a lump sum;
ii. Unit Prices set out in the Contract or subsequently agreed
upon;
iii. Or, cost and a fixed or a percentage fee.
4.4.6 Subject to Paragraph 4.4.3, the method of valuing an increase or
decrease in the Contract Price shall be agreed to by Elkhorn
Goldfields, Inc. and Centennial Development Company before Centennial
Development Company proceeds with the Change.
4.4.7 If the method of valuing an increase or decrease in the Contract Price
cannot be promptly agreed upon and the Changes is, in Elkhorn
Goldfields, Inc.'s opinion, required to be proceeded with, then Elkhorn
Goldfields, Inc will issue a written authorization for the Change
setting out the method of valuation and, setting out Elkhorn
Goldfields, Inc.'s valuation of the alteration in Contract Price.
4.4.8 Such authorization shall be subject to final determination in the
manner set out in Article 4.8. Pending final determination of such
method and value, Elkhorn Goldfields, Inc will include the increase or
decrease in Contract Price based on Elkhorn Goldfields, Inc.'s value
with the Progress Payment Statement.
4.5 CONTRACTOR'S KNOWLEDGE OF CONDITIONS
4.5.1 Centennial Development Company represents that, prior to the Effective
Date, they have:
i. Had an opportunity to, and have carefully examined, the Site,
its surroundings, the local conditions, and the Drawings
and Specifications;
ii. Made all investigations essential to al full understanding
of the difficulties which may be encountered in his providing
Services;
iii. And sufficient equipment, experience, and forces to provide
Services in accordance with the Drawings, Specifications and
the other terms of the Contract within the Contract Time.
4.6 CHANGED CONDITIONS
4.6.1 If after the Effective Date, Centennial Development Company encounters
difficulties not specified in Section 3.0 or in the Contract Documents,
Centennial Development Company shall notify Elkhorn Goldfields, Inc.'s
Representative of such conditions immediately. Elkhorn Goldfields,
Inc.'s Representative shall thereupon promptly investigate the
conditions and if Elkhorn Goldfields, Inc. is satisfied that they
materially differ from those indicated in the Contract Documents,
Elkhorn Goldfields, Inc. shall make a Change to allow for such
conditions in accordance with the procedure for the Changes set out
herein.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
4.7 ELKHORN GOLDFIELDS, INC.'S REPRESENTATIVE'S RIGHTS AND DUTIES
4.7.1 Elkhorn Goldfields, Inc.'s Representative shall administer, on Elkhorn
Goldfields, Inc.'s behalf, the day to day services on the Site, and in
this regard shall act on Elkhorn Goldfields, Inc.'s behalf on the
following matters:
i. Monitoring of the Services pursuant to the Contract;
ii. The coordination of the Services with the Services of other
contractors and Elkhorn Goldfields, Inc.'s other operations;
iii. The organization and control of the Site including access to
and use thereof.
4.7.2 The appointment of Elkhorn Goldfields, Inc.'s Representative pursuant
to Paragraph 4.7.1 shall in no way detract from or affect the
responsibility of Centennial Development Company.
4.7.3 Subject only to the Protest Procedure provided herein, Centennial
Development Company shall forthwith comply with the directions,
decisions, and requirements of Elkhorn Goldfields, Inc.'s
Representative in respect of all matters outlined in this Article 4.7
and elsewhere in the Contract Documents. With respect to any matter
within the scope of Elkhorn Goldfields, Inc.'s Representative's duties,
Centennial Development Company may not rely on communications from any
person other than Elkhorn Goldfields, Inc.'s Representative or his
authorized delegate.
4.7.4 Nothing herein shall detract from Centennial Development Company's sole
responsibility and right to direct and supervise his personnel and
Elkhorn Goldfields, Inc.'s Representative may not, except where
specifically provided herein, interfere with or issue instructions to
Centennial Development Company's personnel.
4.8 PROTEST PROCEDURE
4.8.1 Within a reasonable time after a Dispute arises, Elkhorn Goldfields,
Inc.'s Representative shall make an initial determination and shall
notify Centennial Development Company of such determination thereof.
Notwithstanding any such Dispute, Centennial Development Company will
supply Services affected by such Dispute if requested to do so by
Elkhorn Goldfields, Inc.'s Representative.
4.8.2 Any determination made by Elkhorn Goldfields, Inc.'s Representative
pursuant to Paragraph 4.8.1 will be final and shall not form the basis
of any subsequent claim by either Party unless the Centennial
Development Company within thirty (30) days following the day on which
Elkhorn Goldfields, Inc.'s Representative notified Centennial
Development Company of such determination, delivers to Elkhorn
Goldfields, Inc.'s Representative a written protest stating clearly and
in detail the basis thereof and the probable extent and value of the
amount affected by the Dispute and identifying the relevant provisions
of the Contract Documents.
4.8.3 Elkhorn Goldfields, Inc.'s decision and response to the written Dispute
outlined in Paragraph 4.8.2 shall be transmitted to Centennial
Development Company in writing within fourteen (14) days of Elkhorn
Goldfields, Inc.'s Representative receiving the said notice described
in Paragraph 4.8.2.
4.8.4 Pending settlement of the Dispute, Elkhorn Goldfields, Inc.'s
Representative will give such instructions as, in its opinion, are
necessary for the Services and to prevent delays. The Parties shall act
immediately according to such instructions, it being understood that by
so doing neither Party will jeopardize any claim it may have against
the other. Centennial Development Company shall abide by such
instructions but if not satisfied with them, may pursue any rights
which he feels entitled to pursue but only after completion of all of
the Work.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
4.9 SUPERVISION AND REPRESENTATION
4.9.1 Centennial Development Company shall ensure that the Services are
carried on at all times under competent and adequate supervision
acceptable to Elkhorn Goldfields, Inc.'s Representative's. Supervision
shall not be altered without Elkhorn Goldfields, Inc.'s prior approval
unless alterations are unavoidable for reasons beyond Centennial
Development Company's control.
4.9.2 Centennial Development Company shall have on the Site during the
performance of the Services, a competent representative designated as
such to Elkhorn Goldfields, Inc.'s Representative. Such representative
shall have full authority to act for and on behalf of Centennial
Development Company. Communications to, statements by, and acts of,
such representative shall be deemed to be communications, statements or
acts, to, by, and of Centennial Development Company.
4.9.3 Except in emergencies and situations where it is not practical, Elkhorn
Goldfields, Inc.'s Representative shall give instructions and
directions pertaining to the work only to Centennial Development
Company's Representative. Centennial Development Company's
Representative will then direct the work.
4.10 SUBCONTRACTORS
4.10.1 Centennial Development Company agrees to preserve and protect the
rights of the Parties with respect to Services performed by a
Subcontractor.
4.10.2 Centennial Development Company agrees to employ those Subcontractors
proposed by him in writing and accepted by Elkhorn Goldfields, Inc. at
the Effective date.
4.10.3 Elkhorn Goldfields, Inc. may, in its sole discretion, object to the
use of a proposed Subcontractor and require Centennial Development
Company to employ another Subcontractor.
4.10.4 If Elkhorn Goldfields, Inc. requires a change from a proposed
Subcontractor pursuant to Paragraph 4.10.3, the Contract Price shall
be adjusted by the difference in cost occasioned by such change.
4.10.5 Each Subcontract shall provide that the Subcontractor will comply with
direct instructions from Elkhorn Goldfields, Inc.'s Representative when
Elkhorn Goldfields, Inc.'s Representative considers that an emergency
exists or a question of safety is involved or in respect of matters
having to do with access to, control or security of the Site or the
safety or security of property or persons.
4.10.6 Elkhorn Goldfields, Inc. shall provide to a Subcontractor, such
information effecting the Contract as is required by law.
4.10.7 Nothing contained in the Contract Documents shall create a contractual
relationship between a Subcontractor and Elkhorn Goldfields, Inc.
4.11 CONTRACTOR'S RESPONSIBILITY FOR SURVEYING AND CONNECTING WORK
4.11.1 Unless agreed otherwise, Elkhorn Goldfields, Inc. will establish and
maintain survey control within the work site. This will include setting
sights or grade-poles at reasonable intervals. Centennial Development
Company will be responsible for proper use of sights or grade-poles to
▇▇▇▇ the face and maintain line and grade in the headings.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
4.11.2 Centennial Development Company shall carefully check for correctness
and suitability, all lines, grades and elevations before proceeding
with its Services. If any faults or problems exist, Centennial
Development Company shall notify Elkhorn Goldfields, Inc.'s
Representative immediately and shall not proceed until such faults or
problems are resolved. If Centennial Development Company proceeds
without resolution having been made, the work shall be without expense
to Elkhorn Goldfields, Inc. or alteration in the Contract Price.
4.12 SAFETY
4.12.1 After the Effective Date, Centennial Development Company shall:
i. Ensure that neither he nor any Subcontractor nor any of his or
their agents or employees shall do, commit, or permit any act
which is likely to endanger the health or safety of any person
or which contravenes any safety rule or regulation applicable
to the Site and the Work, whether such rules and regulations
are established by Elkhorn Goldfields, Inc. or exist as a
matter of law;
ii. Take such precautions that are in Elkhorn Goldfields, Inc.'s
opinion, necessary to ensure the safety and health of person
on or adjacent to the Site or to comply with the aforesaid
rules and regulations.
4.12.2 Prior to the commencement of the Work, Centennial Development Company
and Elkhorn Goldfields, Inc. will review Centennial Development
Company's Standard Safety Procedures and establish a comprehensive set
of Safety Procedures. Centennial Development Company shall perform the
Services in accordance with such established Safety Procedures and in
particular, shall ensure that:
i. No alcohol or drugs are brought on the Site;
ii. No Services are performed by anyone while under the influence
of alcohol or drugs;
iii. The guarding procedures are in place before any operation
involving blasting begins.
4.13 CENTENNIAL DEVELOPMENT COMPANY'S USE OF SITE TO BE CONFINED WITHIN
LIMITS
4.13.1 Centennial Development Company shall confine all work, storage, and
activities of employees to the limits indicated by Elkhorn Goldfields,
Inc.'s Representative.
4.14 OVERTIME
4.14.1 Overtime costs including wage premium paid to Centennial Development
Company employees, additional taxes, insurance, and overhead shall be
at Centennial Development Company's expense.
4.15 COMPLIANCE WITH APPLICABLE LAWS, RESPONSIBILITY FOR PERMITS AND
LICENSES
4.15.1 Centennial Development Company shall ensure that he and all
Subcontractors comply with all requirements of any federal, state, or
municipal Act, Bylaw or Regulation applicable to Centennial
Development Company's or any Subcontractor's performance of Services
governing responsibilities of employers. Centennial Development
Company shall indemnify Elkhorn Goldfields, Inc. and save it harmless
from and against all claims, demands, prosecutions or suits based on
or arising out of Centennial Development Company's or any
Subcontractor's failure to make the necessary returns or payment or of
other violation of such Act, Bylaw or Regulation and from and against
any loss, damages, penalties, costs or expenses ((including legal fees
and disbursements or court costs) or liability therefore suffered ot
incurred by Elkhorn Goldfields, Inc. in respect thereto.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
4.16 PERSONNEL
4.16.1 In the performance of the Services, Centennial Development Company
shall employ and shall cause Subcontractors to employ on the Site only
personnel who are fit, competent, and adequately skilled to perform the
Services in a satisfactory manner.
4.16.2 Any Centennial Development Company employee deemed by Elkhorn
Goldfields, Inc. to be working in an unsafe or illegal manner shall be
removed from the property by Centennial Development Company's on-site
supervisor immediately upon notification of such from Elkhorn
Goldfields, Inc.'s Representative.
4.17 MATERIALS
4.17.1 All Materials shall be new and of first quality and condition
unless otherwise agreed to by Elkhorn Goldfields, Inc. prior to the
materials being brought on-site.
4.18 TITLE
4.18.1 Title to all Materials installed on-site shall belong to Elkhorn
Goldfields, Inc. unless otherwise agreed to in writing. This
includes, but is not limited to pipe and ground support materials.
4.19 WORKMANSHIP
4.19.1 Centennial Development Company's workmanship shall be equal to the best
quality customarily prevailing in the mining industry.
4.20 CLEANUP
4.20.1 Centennial Development Company shall keep the Site and the Work clean
as the Services progress, removing debris from the Site at least
weekly.
4.20.2 When the Work is finished, Centennial Development Company shall:
i. Remove all construction Materials and all surplus Materials
(which he shall be entitled to remove and the title to which
shall revert to him upon such removal) and all rubbish and
waste;
ii. Leave the Site, the Work, and adjacent areas in a neat and
orderly condition, free and clear of all obstructions and
hindrances.
4.20.3 If Centennial Development Company refuses or neglects to comply with
the provisions of this Article 4.26, Elkhorn Goldfields, Inc. may
rectify the default at Centennial Development Company's expense.
4.21 CENTENNIAL DEVELOPMENT COMPANY'S RESPONSIBILITY FOR THE WORK
4.21.1 Centennial Development Company shall complete the Work for acceptance
by Elkhorn Goldfields, Inc. in an undamaged condition notwithstanding
that any damage may occur to it prior to Elkhorn Goldfields, Inc.
acceptance.
4.21.2 The restoration of any damaged part of the Work is Centennial
Development Company's responsibility and shall be considered included
in the Contract Price.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
4.22 INSURANCE
4.22.1 Prior to commencement of any work under this Contract and until
completion and final acceptance of the Work, Centennial Development
Company shall, at its sole expense, maintain the following Insurance on
its own behalf, and furnish to Elkhorn Goldfields, Inc., Certificate(s)
of Insurance evidencing the same and reflecting the effective and
expiration dates of such coverage as follows:
i. Workers Compensation and Occupational Disease Insurance in
accordance with the applicable law or laws;
ii. Comprehensive General Liability/Excess Umbrella Liability
with a combined Bodily Injury and Property Damage limit of
Two Million Dollars ($2,000,000).
iii. Comprehensive Automobile Liability Insurance covering the use
of all owned, non-owned, and hired vehicles with Bodily Injury
and Property Damage Limit of One Million Dollars ($1,000,000).
4.22.2 It is further understood that such insurance is to be primary and
any insurance maintained by Elkhorn Goldfields, Inc. is excess and
non-contributory.
4.22.3 The carrying of the insurance described shall in no way be interpreted
as relieving Centennial Development Company of any responsibility of
liability under this Contract.
4.22.4 All insurance where permissible, shall include Elkhorn Goldfields,
Inc. and all other indemnities named in the Contract as Additional
Insured.
4.22.5 Should Centennial Development Company engage a Subcontractor, the same
conditions will apply under this Contract to each Subcontractor.
4.23 PROTECTION OF MATERIALS AND CONSTRUCTION MATERIALS
4.23.1 Centennial Development Company shall be responsible for ensuring that
the Materials are delivered to the Site in good condition and remain in
good undamaged condition until incorporated into the Work and shall be
responsible for replacing damaged, lost or stolen Materials. Materials
provided by Elkhorn Goldfields, Inc. or others and which are to be
erected, installed, placed or otherwise incorporated into the Work by
Centennial Development Company, shall be the responsibility of
Centennial Development Company from the time such Materials are
off-loaded at the Site. Centennial Development Company shall be
responsibility for replacing or repairing any such Materials that may
be damaged, lost or stolen after their arrival at the Site.
4.23.2 Centennial Development Company will be the responsible for protecting
the Construction Materials from damage, loss or theft.
4.24 INDEMNIFICATION
4.24.1 Centennial Development Company shall indemnify Elkhorn Goldfields, Inc.
and save it harmless from and against all claims, demands, prosecutions
or suits based on arising out of any acts or omissions of Centennial
Development Company or of any Subcontractor or of their employees or
agents or on or out of the Services and the Work not being performed or
not provided as required by the Contract, and from and against any
loss, damages, penalties, costs or expenses (including any court costs
and any legal fees or expenses) or liability therefore, suffered or
incurred by Elkhorn Goldfields, Inc. in respect thereto.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
4.25 CONFIDENTIAL TREATMENT OF WORK
4.25.1 No photographs of the Site or any portion of the Work will be permitted
without prior approval.
4.25.2 No press or publicity release respecting the Contract Services, Work,
or the Project will be permitted without Elkhorn Goldfields, Inc.'s
prior approval.
4.26 PAYMENT
4.26.1 Centennial Development Company shall be entitled to receive monthly
progress payments during the performance of the Services equal to the
value of the Services completed less the amount of progress payments
previously claimed.
4.26.2 Progress Payments shall be made by Elkhorn Goldfields, Inc. on or
before the fifteenth (15) day following receipt of invoice.
4.26.3 Payment of any portion of the Contract Price at any time shall not
be any evidence of acceptance by Elkhorn Goldfields, Inc. of any of
the Work nor constitute a waiver of any right to remedy.
4.26.4 Progress Payments or a portion thereof otherwise due may be withheld by
Elkhorn Goldfields, Inc. for any of the following reasons:
i. Defective Materials or workmanship not remedied at the date
when a progress payment is due;
ii. Claims against Elkhorn Goldfields, Inc. by third parties
for which as between Centennial Development Company and
Elkhorn Goldfields, Inc., Centennial Development Company is
responsible;
iii. Failure to comply with terms of the contract.
When the reason for withholding a progress payment is removed, Elkhorn
Goldfields, Inc. shall promptly make the withheld payment.
4.27 LIENS
4.27.1 Centennial Development Company shall indemnify Elkhorn Goldfields,
Inc. and save it harmless from and against all claims, demands,
prosecutions, or suits involving a claim or claims for compensation
for services, labor or materials furnished to or employed in
connection with or for the completion of the Work, and from and
against all liens upon the real or personal property of Elkhorn
Goldfields, Inc. arising out of such services, labor or materials
whether before or after completion of the Work, and against any loss,
damages, penalties, costs or expenses (including any court costs and
any legal fees or expenses) or liabilities therefore suffered or
incurred by Elkhorn Goldfields, Inc. in respect thereto and shall
ensure that the said properties are kept free and clear of all liens
or encumbrances arising from the performance of the Services.
4.28 ASSIGNMENT
4.28.1 Centennial Development Company shall not assign the Contract nor any
part thereof without the prior written consent of Elkhorn Goldfields,
Inc., which consent may be arbitrarily withheld.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
4.29 ELKHORN GOLDFIELDS, INC.'S RIGHT TO TERMINATE CENTENNIAL DEVELOPMENT
COMPANY'S RIGHT TO PROCEED WITH THE WORK
4.29.1 At any time Elkhorn Goldfields, Inc. may terminate Centennial
Development Company's right to proceed with its Services on all or
any part of the Work, If:
i. Centennial Development Company refuses or neglects to supply
sufficient and properly skilled workmen, Materials or proper
quality or Quantity or Construction Materials necessary for
the efficient
performances of his Services;
ii. Centennial Development Company fails to comply with the
requirements of this Contract;
iii. Centennial Development Company becomes insolvent, permits
any act of bankruptcy, makes a general assignment for the
benefit of his creditors or is adjudged bankrupt;
iv. A receiver, trustee or liquidator is appointed to administer
any of the property or income of Centennial
Development Company;
v. Centennial Development Company demonstrates an inability or
unwillingness to make prompt payment to his employees, agents
or Subcontractors; or
vi. Conditions should arise which, in the opinion of Elkhorn
Goldfields, Inc. make it advisable or desirable in the
interest of Elkhorn Goldfields, Inc. and its operators
to terminate Centennial Development Company's right to
proceed with his Services on all or any part of the Work.
4.29.2 Elkhorn Goldfields, Inc.'s right to terminate Centennial Development
Company's right to proceed with his services on all or any part of the
Work shall accrue on the happening of any of the events specified in
Paragraph 4.41.1 and shall be effected upon Elkhorn Goldfields, Inc.'s
giving to Centennial Development Company forty-eight (48) hours
notice of Elkhorn Goldfields, Inc.'s intention to terminate. Elkhorn
Goldfields, Inc. may specify in such notice the event causing such
right to terminate, the manner in which such termination shall take
place and the effective time of such termination which time shall be
no sooner than forty-eight (48) hours after delivery of the said
notice to Centennial Development Company.
4.30 ARBITRATION
4.30.1 With the approval of both Parties, any dispute arising under the
Contract and not settled by the Protest Procedure in Article 4.8, may
be arbitrated. Unless otherwise agreed by the Parties, the dispute may
be submitted to a three-man board of arbitration in accordance with the
arbitration law of the state in which the site is located, and no such
arbitration shall take place until after the completion of the work.
4.31 LAW OF THE CONTRACT
4.31.1 The Contract shall be interpreted in accordance with and its
administration and performance governed by the laws of the jurisdiction
in which the Site is located.
4.32 NOTICES
4.32.1 Any communication hereunder shall be deemed to have been made
effectively if it is put in writing and delivered in the case of
communications by Centennial Development Company to Elkhorn Goldfields,
Inc.'s Representative and in the case of communications by Elkhorn
Goldfields, Inc. to Centennial Development Company's designated
representative on the Site.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
5.0 DRAWINGS
5.1 Elkhorn Goldfields, Inc. - Site Map: East Butte Mine
5.2 Elkhorn Goldfields, Inc. - Development Plan: East Butte Mine
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL ▇▇. ▇▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, INC.
EAST BUTTE DEVELOPMENT CONTRACT
================================================================================
QUALIFICATIONS AND ASSUMPTIONS
1. Prices do not include any State of Federal tax. These taxes, if
applicable, will be shown as a separate line item on the bottom of
each invoice.
2. Prices are based on a single heading advance rate.
3. Pricing is based on CDC being allowed to carry out the work as
scheduled. Any changes to the schedule requested by Elkhorn
Goldfields Inc. may impact costs and CDC reserves the right to
evaluate the impact and adjust prices accordingly.
4. Prices are based on the ground support outlined in the Scope of Work.
Should additional ground support be required, this ground support would
be installed at the Extra Work Rates shown in the Schedule of Prices.
5. Should ground or water conditions be encountered which impede or stop
progress, the work required to control the condition would be carried
out at the Extra Work Rates shown in the Schedule of Prices.
6. In the event that grouting is required, the Extra Work Rates quoted
do not include supply and operating costs of a grout plant.
7. The Owner is responsible for delays or downtime resulting from
failure to provide Owner supplied services.
8. This proposal is based on CDC crews working two 8 hour shifts, 5 days
per week as outlined in the Scope of Work.
9. Prices assume that there will be no restrictions on blasting times
throughout the project.
10. The pay schedule for the performance of services by CDC will be
invoiced on semi-monthly and the terms are Net 15 days.
11. Centennial Development welcomes the opportunity to complete the
project using the "open book" method of job costing and invoicing.
12. Open book prices may be reviewed on a quarterly basis if required.
13. CDC will make all supplier material quotations available to Elkhorn
Goldfields, Inc.
================================================================================
CENTENNIAL DEVELOPMENT COMPANY
PROPOSAL No. 01-008