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HomeMy WebLinkAboutC2024-057B Sagebrush Restoration - signedContract No. 2024-057B PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND SAGEBRUSH RESTORATION, LLC THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered in upon execution, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Sagebrush Restoration, LLC, an Arizona limited liability company (the “Vendor”). RECITALS A.The Town issued a Request for Proposals, RFQ No. 2023-010 (the “RFQ”), a copy of which is on file with the Town and incorporated herein by reference, seeking proposals from vendors interested in providing professional services consisting of Job Order Contracting (“JOC”) for General Contracting (the “Services”). B.The Vendor responded to the RFQ by submitting a proposal (the “Proposal”), attached hereto as Exhibit A and incorporated herein by reference. C.The Town desires to enter into an Agreement with the Vendor to perform the Services, as set forth below. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Vendor hereby agree as follows: 1.Term of Agreement. This Agreement shall be effective as of the date of execution and attested by the Town Clerk pursuant to Section 3-3-31 of the Town Code, and shall remain in full force and effect until June 30, 2025 (the “Initial Term”), unless terminated as otherwise provided in this Agreement. After the expiration of the Initial Term, this Agreement may be renewed for up four successive one-year terms (the “Renewal Term”) if (i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal, (ii) at least 30 days prior to the end of the then-current term of this Agreement, the Vendor requests, in writing, to extend this Agreement for an additional one-year term and (iii) the Town approves the additional one-year term in writing (including any price adjustments approved as part of this Agreement), as evidenced by the Town Manager’s signature thereon, which approval may be withheld by the Town for any reason. The Vendor’s failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of the then-current term of this Agreement; provided, however, that the Town may, at its discretion and with the agreement of the Vendor, elect to waive this requirement and renew this Agreement. The Initial Term and the Renewal Term are collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect. 2.Scope of Work. This is an indefinite quantity and indefinite delivery (Job Order Contract) Agreement for Services as previously set forth herein. Services shall only be provided when the Town identifies a need and proper authorization and documentation have been approved. For project(s) determined by the Town to be appropriate for this Agreement, the Vendor shall provide the Services to the Town on an as-required basis relating to the specific Services as may be agreed upon between the parties in writing, in the form of a written acknowledgment between the parties describing the Services to be provided (each, a “Work Order”). Each Work Order issued for Services pursuant to this Agreement shall be (i) in the form provided and approved by the Town for the Services, (ii) contain a reference to this Agreement and (iii) be attached to hereto as Exhibit B and incorporated herein by reference. By signing this Agreement, Vendor acknowledges and agrees that Work Order(s) containing unauthorized exceptions, conditions, limitations, or provisions in conflict with the terms of this Agreement, other than Town's project-specific requirements, are hereby expressly declared void and shall be of no force and effect. The Town does not guarantee any minimum or maximum amount of Services will be requested under this Agreement. All contractors and sub-contractors engaged in construction projects within the municipality shall display the contractor’s name/logo on both sides of the vehicle so that it is clearly visible and readable to a distance of at least fifty (50) ft. This mandate ensures clear identification of the entities involved in town projects and facilitates easy recognition of authorized personnel and equipment. 3.Compensation. The Town shall pay the Vendor an amount not to exceed $250,000 annually (Twelve [12] month period). Rates/projects shall be bid on a per project basis. The aggregate amount of this agreement shall not exceed $1,250,000. 4. Payments. The Town shall pay the Vendor monthly (and the Vendor shall invoice the Town monthly), based upon work performed and completed to date, and upon submission and approval of invoices, subject to the conditions set forth in Paragraph 2. All invoices shall document and itemize all work completed to date. Each invoice statement shall include a record of time expended and work performed in sufficient detail to justify payment. This Agreement must be referenced on all invoices. At the start of construction, ten percent (10%) of all pay requests will be retained by the Town to guarantee complete performance of the contract. When the work is fifty percent (50%) complete, this amount may be reduced to five percent (5%) providing that construction progress and quality of work is acceptable to the Town. Any funds which are withheld from the contractor will be paid no later than sixty (60) days after completion of the contract and settlement of all claims. Each invoice shall (i) contain a reference to this Agreement and (ii) document and itemize all work completed to date. The invoice statement shall include a record of materials delivered, time expended, and work performed in sufficient detail to justify payment. Additionally, invoices submitted without referencing this Agreement will be subject to rejection and may be returned. 5.Documents. All documents, including any intellectual property rights thereto, prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town. 6. Vendor Personnel. Vendor shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. Vendor agrees to assign specific individuals to key positions. If deemed qualified, the Vendor is encouraged to hire Town residents to fill vacant positions at all levels. Vendor agrees that, upon commencement of the Services to be performed under this Agreement, key personnel shall not be removed or replaced without prior written notice to the Town. If key personnel are not available to perform the Services for a continuous period exceeding 30 calendar days, or are expected to devote substantially less effort to the Services than initially anticipated, Vendor shall immediately notify the Town of same and shall, subject to the concurrence of the Town, replace such personnel with personnel possessing substantially equal ability and qualifications. 7. Inspection; Acceptance. All work shall be subject to inspection and acceptance by the Town at reasonable times during Vendor’s performance. The Vendor shall provide and maintain a self-inspection system that is acceptable to the Town. 8. Licenses; Materials. Vendor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Vendor. The Town has no obligation to provide Vendor, its employees or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement. The Town has no obligation to provide tools, equipment or material to Vendor. 9. Performance Warranty. Vendor warrants that the Services rendered will conform to the requirements of this Agreement and with the care and skill ordinarily used by members of the same profession practicing under similar circumstances at the same time and in the same locality. 10. Indemnification. To the fullest extent permitted by law, the Vendor shall indemnify, defend and hold harmless the Town and each council member, officer, employee or agent thereof (the Town and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or omissions, breach of contract, in connection with the work or services of the Vendor, its officers, employees, agents, or any tier of subcontractor in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section. 11. Insurance. 11.1 General. A. Insurer Qualifications. Without limiting any obligations or liabilities of Vendor, Vendor shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town. Failure to maintain insurance as specified herein may result in termination of this Agreement at the Town’s option. B. No Representation of Coverage Adequacy. By requiring insurance herein, the Town does not represent that coverage and limits will be adequate to protect Vendor. The Town reserves the right to review any and all of the insurance policies and/or endorsements cited in this Agreement but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Vendor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. C. Additional Insured. All insurance coverage, except Workers’ Compensation insurance and Professional Liability insurance, if applicable, shall name, to the fullest extent permitted by law for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees as Additional Insured as specified under the respective coverage sections of this Agreement. D. Coverage Term. All insurance required herein shall be maintained in full force and effect until all work or services required to be performed under the terms of this Agreement are satisfactorily performed, completed and formally accepted by the Town, unless specified otherwise in this Agreement. E. Primary Insurance. Vendor’s insurance shall be primary insurance with respect to performance of this Agreement and in the protection of the Town as an Additional Insured. F. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. G. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Vendor. Vendor shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. H. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self-insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Vendor shall be solely responsible for any such deductible or self-insured retention amount. I. Use of Subcontractors. If any work under this Agreement is subcontracted in any way, Vendor shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Agreement and insurance requirements set forth herein protecting the Town and Vendor. Vendor shall be responsible for executing any agreements with its subcontractors and obtaining certificates of insurance verifying the insurance requirements. J. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Vendor will provide the Town with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of the insurance policies as required by this Agreement, issued by Vendor’s insurance insurer(s) as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverages, conditions and limits of coverage specified in this Agreement and that such coverage and provisions are in full force and effect. Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The Town shall reasonably rely upon the certificates of insurance and declaration page(s) of the insurance policies as evidence of coverage but such acceptance and reliance shall not waive or alter in any way the insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement, it shall be Vendor’s responsibility to forward renewal certificates and declaration page(s) to the Town 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing the RFP number and title or this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate RFP number and title or a reference to this Agreement, as applicable. Additionally, certificates of insurance and declaration page(s) of the insurance policies submitted without referencing the appropriate RFP number and title or a reference to this Agreement, as applicable, will be subject to rejection and may be returned or discarded. Certificates of insurance and declaration page(s) shall specifically include the following provisions: (1) The Town, its agents, representatives, officers, directors, officials and employees are Additional Insureds as follows: (a) Commercial General Liability – Under Insurance Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent. (b) Auto Liability – Under ISO Form CA 20 48 or equivalent. (c) Excess Liability – Follow Form to underlying insurance. (2) Vendor’s insurance shall be primary insurance with respect to performance of this Agreement. (3) All policies, except for Professional Liability, including Workers’ Compensation, waive rights of recovery (subrogation) against Town, its agents, representatives, officers, officials and employees for any claims arising out of work or services performed by Vendor under this Agreement. (4) ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the phrases in the cancellation provision “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives” shall be deleted. Certificate forms other than ACORD form shall have similar restrictive language deleted. 11.2 Required Insurance Coverage. A. Commercial General Liability. Vendor shall maintain “occurrence” form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury. Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including but not limited to, separation of insured’s clause. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, officials and employees shall be cited as an Additional Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of “your work” for that insured by or for you.” If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. B. Vehicle Liability. Vendor shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Vendor’s owned, hired and non-owned vehicles assigned to or used in the performance of the Vendor’s work or services under this Agreement. Coverage will be at least as broad as ISO coverage code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees shall be cited as an Additional Insured under ISO Business Auto policy Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. C. Professional Liability. If this Agreement is the subject of any professional services or work, or if the Vendor engages in any professional services or work in any way related to performing the work under this Agreement, the Vendor shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Vendor, or anyone employed by the Vendor, or anyone for whose negligent acts, mistakes, errors and omissions the Vendor is legally liable, with an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate. D. Workers’ Compensation Insurance. Vendor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Vendor’s employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit. 11.3 Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town. 12. Termination; Cancellation. 12.1 For Town’s Convenience. This Agreement is for the convenience of the Town and, as such, may be terminated without cause after receipt by Vendor of written notice by the Town. Upon termination for convenience, Vendor shall be paid for all undisputed services performed to the termination date. 12.2 For Cause. If either party fails to perform any obligation pursuant to this Agreement and such party fails to cure its nonperformance within 30 days after notice of nonperformance is given by the non-defaulting party, such party will be in default. In the event of such default, the non-defaulting party may terminate this Agreement immediately for cause and will have all remedies that are available to it at law or in equity including, without limitation, the remedy of specific performance. If the nature of the defaulting party’s nonperformance is such that it cannot reasonably be cured within 30 days, then the defaulting party will have such additional periods of time as may be reasonably necessary under the circumstances, provided the defaulting party immediately (A) provides written notice to the non-defaulting party and (B) commences to cure its nonperformance and thereafter diligently continues to completion the cure of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of such termination for cause, payment shall be made by the Town to the Vendor for the undisputed portion of its fee due as of the termination date. 12.3 Due to Work Stoppage. This Agreement may be terminated by the Town upon 30 days’ written notice to Vendor in the event that the Services are permanently abandoned. In the event of such termination due to work stoppage, payment shall be made by the Town to the Vendor for the undisputed portion of its fee due as of the termination date. 12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further obligations by the Town or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a Vendor to any other party of this Agreement with respect to the subject matter of this Agreement. 12.5 Gratuities. The Town may, by written notice to the Vendor, cancel this Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Vendor or any agent or representative of the Vendor to any officer, agent or employee of the Town for the purpose of securing this Agreement. In the event this Agreement is canceled by the Town pursuant to this provision, the Town shall be entitled, in addition to any other rights and remedies, to recover and withhold from the Vendor an amount equal to 150% of the gratuity. 12.6 Agreement Subject to Appropriation. This Agreement is subject to the provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of this Agreement for payment of funds by the Town shall be effective when funds are appropriated for purposes of this Agreement and are actually available for payment. The Town shall be the sole judge and authority in determining the availability of funds under this Agreement and the Town shall keep the Vendor fully informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is a current expense of the Town, payable exclusively from such annual appropriations, and is not a general obligation or indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town and the Vendor shall be relieved of any subsequent obligation under this Agreement. 13. Miscellaneous. 13.1 Independent Contractor. It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Vendor acknowledges and agrees that the Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the Town. Vendor, its employees and subcontractors are not entitled to workers’ compensation benefits from the Town. The Town does not have the authority to supervise or control the actual work of Vendor, its employees or subcontractors. The Vendor, and not the Town, shall determine the time of its performance of the services provided under this Agreement so long as Vendor meets the requirements as agreed in Section 2 above and in Exhibit A. Vendor is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and Vendor do not intend to nor will they combine business operations under this Agreement. 13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 13.3 Laws and Regulations. Vendor shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Vendor is responsible abides by, and remains in compliance with, all rules, regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A) existing and future Town and County ordinances and regulations; (B) existing and future State and Federal laws; and (C) existing and future Occupational Safety and Health Administration standards. 13.4 Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the Town and the Vendor. 13.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 13.6 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of, review of, and entry into this Agreement. 13.8 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by Vendor without prior, written permission of the Town, signed by the Town Manager. Any attempted assignment or delegation by Vendor in violation of this provision shall be a breach of this Agreement by Vendor. 13.9 Subcontracts. No subcontract shall be entered into by the Vendor with any other party to furnish any of the material or services specified herein without the prior written approval of the Town. The Vendor is responsible for performance under this Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material breach of this Agreement by Vendor. 13.10 Rights and Remedies. No provision in this Agreement shall be construed, expressly or by implication, as waiver by the Town of any existing or future right and/or remedy available by law in the event of any claim of default or breach of this Agreement. The failure of the Town to insist upon the strict performance of any term or condition of this Agreement or to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the Town’s acceptance of and payment for services, shall not release the Vendor from any responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the Town to insist upon the strict performance of this Agreement. 13.11 Attorneys’ Fees. In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Agreement or on account of any breach or default hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a jury, which shall be deemed to have accrued on the commencement of such action and shall be enforced whether or not such action is prosecuted through judgment. 13.12 Liens. All materials or services shall be free of all liens and, if the Town requests, a formal release of all liens shall be delivered to the Town. 13.13 Offset. A. Offset for Damages. In addition to all other remedies at law or equity, the Town may offset from any money due to the Vendor any amounts Vendor owes to the Town for damages resulting from breach or deficiencies in performance or breach of any obligation under this Agreement. B. Offset for Delinquent Fees or Taxes. The Town may offset from any money due to the Vendor any amounts Vendor owes to the Town for delinquent fees, transaction privilege taxes and property taxes, including any interest or penalties. 13.14 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Rachael Goodwin, Town Manager With copy to: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Aaron D. Arnson, Town Attorney If to Vendor: Sagebrush Restoration, LLC 330 S. River Dr. Tempe, Arizona 85288 Attn: Jeff Cromer or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 13.15 Confidentiality of Records. The Vendor shall establish and maintain procedures and controls that are acceptable to the Town for the purpose of ensuring that information contained in its records or obtained from the Town or from others in carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or employees, except as required to perform Vendor’s duties under this Agreement. Persons requesting such information should be referred to the Town. Vendor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Vendor as needed for the performance of duties under this Agreement. 13.16 Records and Audit Rights. To ensure that the Vendor and its subcontractors are complying with the warranty under subsection 13.17 below, Vendor’s and its subcontractor’s books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Vendor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit (A) evaluation and verification of any invoices, payments or claims based on Vendor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (B) evaluation of the Vendor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary for the Town to audit Records as set forth in this subsection, Vendor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Vendor pursuant to this Agreement. Vendor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this subsection. The Town shall give Vendor or its subcontractors reasonable advance notice of intended audits. Vendor shall require its subcontractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-4401, the Vendor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Vendor’s or its subcontractors’ failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 13.18 Israel. Vendor certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a “boycott,” as that term is defined in ARIZ. REV. STAT. § 35-393, of Israel. 13.19 China. Pursuant to and in compliance with A.R.S. § 35-394, Vendor hereby agrees and certifies that it does not currently, and agrees for the duration of this Agreement that Vendor will not, use: (1) the forced labor of ethnic Uyghurs in the People’s Republic of China; (2) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; or (3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. Vendor also hereby agrees to indemnify and hold harmless the Town, its officials, employees, and agents from any claims or causes of action relating to the Town’s action based upon reliance upon this representation, including the payment of all costs and attorney fees incurred by the Town in defending such as action. 13.20 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Proposal, any Town-approved invoices, and the RFP, the documents shall govern in the order listed herein. 13.21 Non-Exclusive Contract. This Agreement is entered into with the understanding and agreement that it is for the sole convenience of the Town. The Town reserves the right to obtain like goods and services from another source when necessary. 13.22 Cooperative Purchasing. Specific eligible political subdivisions and nonprofit educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted to utilize procurement agreements developed by the Town, at their discretion and with the agreement of the awarded Consultant. Consultant may, at its sole discretion, accept orders from Eligible Procurement Unit(s) for the purchase of the Materials and/or Services at the prices and under the terms and conditions of this Agreement, in such quantities and configurations as may be agreed upon between the parties. All cooperative procurements under this Agreement shall be transacted solely between the requesting Eligible Procurement Unit and Consultant. Payment for such purchases will be the sole responsibility of the Eligible Procurement Unit. The exercise of any rights, responsibilities or remedies by the Eligible Procurement Unit shall be the exclusive obligation of such unit. The Town assumes no responsibility for payment, performance or any liability or obligation associated with any cooperative procurement under this Agreement. The Town shall not be responsible for any disputes arising out of transactions made by others. [SIGNATURES ON FOLLOWING PAGES] 7 ATTESTED TO: _______________________________ Linda G. Mendenhall, Town Clerk APPROVED AS TO FORM: ________________________________ Aaron D. Arnson, Town Attorney “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation FOR THE TOWN OF FOUNTAIN HILLS: ____________________________________ Rachael Goodwin, Town Manager FOR THE CONTRACTOR: By: Name Title: ______________________________ Tracy Meier (Jun 19, 2024 14:08 PDT) Tracy Meier Tracy Meier Project Coordinator Aaron Arnson (Jun 24, 2024 11:20 PDT) Aaron Arnson Rachael Goodwin (Jun 24, 2024 14:22 PDT) Rachael Goodwin EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND SAGEBRUSH RESTORATION, LLC [Vendors’s Proposal] See following pages. Town of Fountain Hills Admin-Procurement Robert Durham, Procurement Administrator 16705 E. Avenue of the Fountains, Fountain Hills, AZ 85268 [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT RFQ No. RFQ-2023-010 Job Order Contractor for General Contractors RESPONSE DEADLINE: December 14, 2023 at 5:00 pm Report Generated: Thursday, April 18, 2024 Sagebrush Restoration, LLC Response CONTACT INFORMATION Company: Sagebrush Restoration, LLC Email: estimating@sagebrushaz.com Contact: Jeff Cromer Address: 330 S. River Drive Tempe, AZ 85288 Phone: (602) 689-4907 Website: www.sagebrushaz.com Submission Date: Dec 14, 2023 3:05 PM [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT RFQ No. RFQ-2023-010 Job Order Contractor for General Contractors [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT Request for Qualifications - Job Order Contractor for General Contractors Page 2 ADDENDA CONFIRMATION Addendum #1 Confirmed Dec 4, 2023 2:24 PM by Jeff Cromer Addendum #2 Confirmed Dec 14, 2023 2:41 PM by Jeff Cromer QUESTIONNAIRE 1. Certification By confirming questions under this section, the Vendor certifies: NO COLLUSION* Pass The submission of the SOQ did not involve collusion or other anti-competitive practices. Confirmed NO DISCRIMINATION* Pass It shall not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246. Confirmed NO GRATUITY* Pass [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT RFQ No. RFQ-2023-010 Job Order Contractor for General Contractors [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT Request for Qualifications - Job Order Contractor for General Contractors Page 3 It has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip favor or service to a Town employee, officer or agent in connection with the submitted SOQ. It (including the Vendor’s employees, representatives, agents, lobbyists, attorneys, and subcontractors) has refrained, under penalty of disqualification, from direct or indirect contact for the purpose of influencing the selection or creating bias in the select ion process with any person who may play a part in the selection process, including the Selection Committee, elected officials, the Town Manager, Department Heads, and other Town staff unless such person is designated as a Town Representative. All contact must be address ed to the Town’s Procurement Agent, except for questions submitted as set forth in RFQ Submission Process section Inquiries. Any attempt to influence the selection process by any means shall void the submitted Proposal and any resulting Agreement. Confirmed FINANCIAL STABILITY* Pass It is financially stable, solvent and has adequate cash reserves to meet all financial obligations including any potential co sts resulting from an award of the Agreement. Confirmed NO SIGNATURE/FALSE OR MISLEADING STATEMENT* Pass The signature on the cover letter of the SOQ and the Vendor Information Form is genuine and the person signing has the author ity to bind the Vendor. Failure to sign the SOQ and the Vendor Information Form, or signing either with a false or misleading statement, shall void the submitted SOQ and any resulting Agreement. Confirmed PROFESSIONAL SERVICES AGREEMENT* Pass [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT RFQ No. RFQ-2023-010 Job Order Contractor for General Contractors [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT Request for Qualifications - Job Order Contractor for General Contractors Page 4 In addition to reviewing and understanding the submittal requirements, it has reviewed the attached sample Professional Services Agreement including the Scope of Work and other Exhibits. Confirmed REFERENCE CHECKS* Pass References will be checked, and it is Vendor’s responsibility to ensure that all information is accurate and current. Vendor authorizes the Town’s representative to verify all information from these references and releases all those concerned from any liability in connection with the information they provide. Inability of the Town to verify references shall result in the Proposal being considered non-responsive. Confirmed 2. Vendor Proposal GENERAL INFORMATION* Pass A. One page cover letter as described in the section titled "RFQ Submission Process ", the subsection titled "Required Submittal". B. Provide Vendor identification information. Explain the Vendor’s legal organization including the legal name, address, identification number and legal form of the Vendor (e.g., partnership, corporation, joint venture, limited liability company, sole proprietorship). If a joint venture, identify the members of the joint venture and provide all of the information required under this section for each member. If a limited liability company, provide the name of the member or members authorized to act on the company’s behalf. If the Vendor is a wholly owned subsidiary of another company, identify the parent company. If the corporation is a nonprofit corporation, provide nonprofit documentation. Provide the name, address and telephone number of the person to contact concerning the SOQ. C. Identify the location of the Vendor’s principal office and the local work office, if different from the principal office. D. Provide a general description of the Vendor that is proposing to provide the Services, including years in business. [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT RFQ No. RFQ-2023-010 Job Order Contractor for General Contractors [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT Request for Qualifications - Job Order Contractor for General Contractors Page 5 E. Identify any contract or subcontract held by the Vendor or officers of the Vendor that has been terminated within the last five years. Briefly describe the circumstances and the outcome. F. Identify any claims arising from a contract that resulted in litigation or arbitration within the last five years. Briefly describe the circumstances and the outcome. Cover_Letter_Signed.pdf7.2.1_General_Information.docx EXPERIENCE AND QUALIFICATIONS OF THE VENDOR* Pass A. Provide a detailed description of the Vendor’s experience in providing similar services to municipalities or other entities of a similar size to the Town, specifically relating experience with respect to JOC Contracting. B. Vendor must demonstrate successful completion of at least three similar projects within t he past 60 months. For the purpose of this Solicitation, “successful completion” means completion of a project within the established schedule and budget and “similar projects” resemble this project in size, nature and scope. Provide a list of at least thr ee organizations for which you successfully completed a similar project. This list shall include, at a minimum, the following information: 1. Name of company or organization. 2. Contact name. 3. Contact address, telephone number and e-mail address. 4. Type of services provided. 5. Dates of contract initiation and expiration. 7.2.2_Experience_&_Qualifications_of_Vendor.docx KEY POSITIONS* Pass A. Identify each key personnel member that will render services to the Town including title and relevant experience required, including the proposed Project Manager and Project Engineer. [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT RFQ No. RFQ-2023-010 Job Order Contractor for General Contractors [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT Request for Qualifications - Job Order Contractor for General Contractors Page 6 B. Indicate the roles and responsibilities of each key position. Include senior members of the Vendor only from the perspective of what their role will be in providing services to the Town. C. If a subcontractor will be used for all work of a certain type, include information on this subcontractor. A detailed plan for providing supervision must be included. D. Attach a résumé and evidence of certification, if any, for each key personnel member and/or subcontractor to be involved in this project. Résumés should be attached together as a single appendix at the end of the Proposal and will not count toward the Proposal page limit. However, each resume shall not exceed two pages in length. 7.2.3_Key_Positions.docx PROJECT APPROACH* Pass A. Describe the Vendor’s approach to performing the required Services in the section titled Scope of Work, including the following processes 1. Planning. 2. Estimating. 3. Scheduling. 4. Cost Controls. 5. Project Management and Team organization. 6. Bid Package Management. 7. Management of overhead costs. B. Describe any alternate approaches if it is believed that such an approach would best suit the needs of the Town. Include rationale for alternate approaches, and indicate how the Vendor will ensure that all efforts are coordinated with the Town’s Representatives. 7.2.4_Project_Approach.docx [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT RFQ No. RFQ-2023-010 Job Order Contractor for General Contractors [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT Request for Qualifications - Job Order Contractor for General Contractors Page 7 PROPRIETARY OR CONFIDENTIAL INFORMATION IN THE BID?* Pass Communicate information not to be made public by highlighting the proprietary/confidential information. No W-9 Pass W-9_Sagebrush_Restoration.pdfSagebrush_bond_letter.pdfSagebrush_Insurability_Letter.xps.pdfEVIDENCE_of_CVG_23 -24- Sagebrush.pdfSagebrush_Restoration_Certificates.pdfResumes_and_Certificates.pdf PRICE TABLES GENERAL AND ADMINISTRATIVE COSTS (G&A) Line Item Description Unit of Measure Percentage 1 General & Administrative Costs Percentage 10% PROFIT Line Item Description Unit of Measure Percentage 1 Profit Percentage 12% GENERAL CONDITIONS [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT RFQ No. RFQ-2023-010 Job Order Contractor for General Contractors [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT Request for Qualifications - Job Order Contractor for General Contractors Page 8 Line Item Description Quantity Unit of Measure Unit Cost Total 1 Project General Manager 1 HR $135.00 $135.00 2 Project Manager 1 HR $84.00 $84.00 3 Estimator 1 HR $65.00 $65.00 4 Senior Superintendent 1 HR $92.00 $92.00 5 Superintendent 1 HR $74.00 $74.00 6 CQC Inspector 1 HR $74.00 $74.00 7 Safety Manager 1 HR $89.00 $89.00 8 Field Engineer 1 HR $115.00 $115.00 9 Administrative Assistant 1 HR $54.00 $54.00 10 Dust Control 1 HR $58.00 $58.00 11 Private Locator/Underground Detection 1 HR $85.00 $85.00 12 Temporary Electric 1 Day $315.00 $315.00 13 Temporary Water 1 Day $105.00 $105.00 14 Temporary Toliet 1 Day $25.00 $25.00 15 Trash Service 1 Ton $65.00 $65.00 16 Trash Service Rental 1 Day $35.00 $35.00 [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT RFQ No. RFQ-2023-010 Job Order Contractor for General Contractors [SAGEBRUSH RESTORATION, LLC] RESPONSE DOCUMENT REPORT Request for Qualifications - Job Order Contractor for General Contractors Page 9 Line Item Description Quantity Unit of Measure Unit Cost Total 17 Temporary Fence 1 Day $2.50 $2.50 18 Trailer Rental Set up and Removal 1 Week $1,650.00 $1,650.00 19 Dust Control 1 Day $580.00 $580.00 TOTAL $3,702.50 General Information 7.2.1B Sagebrush Restoration, LLC (Sagebrush) is a Limited Liability S-Corporation and is owned/managed by Jeff Cromer who has been in the Construction/Environmental industry since 1986. Sagebrush is a well- established General Contractor known as a specialty contractor in the industry and provides services in Arizona & Nevada Statewide. We are a well-established company in the industry that holds a KB-1 General Contractor license with a dual mode building capability. Our license allows us to self-perform most Construction Services, Emergency Services, Environmental Remediation, and Subcontract with our vetted vendors as necessary. Jeff Cromer and Tracy Meier will be the contact personnel concerning this SOQ and can be contacted: 330 S. River Drive Tempe, AZ 85288 602-689-4907 7.2.1C Sagebrush has one office located at 330 S. River Drive Tempe, AZ 85288 7.2.1D Sagebrush has been in business over 12 years here in Arizona and we are a Construction/Environmental General Contractor that carries a KB-1 license with a dual mode building capabilities. Our license allows us to self-perform most Construction Services, Emergency Services, Environmental Remediation, and Subcontract with our vetted vendors as necessary. Daily, Sagebrush dispatches crews to perform Emergency Services, Environmental Remediation & Restoration/Construction Services throughout the valley and statewide. In essence, the service requested in this solicitation is what we provide to our current customer base every day. Sagebrush currently holds Job Order Contracts (JOC), Strategic Alliance Volume Expenditure (S.A.V.E.) and Cooperative Contracts to provide Emergency Services and Environmental Remediation with the City of Phoenix and City of Mesa are amongst other municipalities and School Districts throughout the State of Arizona. Sagebrush Project Managers, Superintendents and Field Technicians are trained and certified to identify potential safety issues and environmental conditions that may exist while making building repairs. Our field personnel have undergone specific training and are accredited in accordance with agencies like the EPA, OSHA, IICRC, AHERA, and other agencies for the specific services listed in this solicitation. Our staff carry DPS IVP fingerprint background cards in addition to being Level 2 background checked. 7.2.1E Sagebrush and its officer(s) have never been terminated from a contract during its time in business. 7.2.1F Sagebrush has not had any claims from a contract that resulted in litigation or arbitration. Experience and Qualifications of the Vendor 7.2.2A Sagebrush currently holds a JOC with the City of Mesa for Emergency Services and Restoration until 2024 and this is a cooperative JOC utilized by the City of Surprise and the City of Avondale in addition to other municipalities Statewide. Additionally, current JOC’s are held with City of Phoenix Procurement Division for Restoration Services until June 2024, City of Phoenix Parks and Recreation Building Repairs and Maintenance until 2029. Prior to these contracts, Sagebrush held numerous JOC’s throughout the State of Arizona. Under this JOC we provide the same services we are offering to the Town of Fountain Hills which include but not limited to: • Construction defects • Miscellaneous Building Repairs • Structural Repairs • Tenant Improvements • Restoration/Reconstruction • Environmental Remediation asbestos lead mold hazardous waste • Emergency Services 24-hour emergency response emergency water extraction emergency clean-up emergency board-ups contents processing Page | 2 7.2.2.B Florence Unified School District 1000 S. Main Street Florence, AZ 85132 Rich DeVries – Special Projects 520-251-1877 Cell/520-866-3500 Office rdevries@fusdaz.org Project – Johnson Ranch Elementary School Work Performed March of 2023 and completed May of 2023 Due to roofing system failure from a monsoon storm at this location Sagebrush was called in to renovate multiple areas on campus which included restrooms, 3 offices, storage room, 2 classrooms, library, nurses’ office and janitor closet. The services we provided were contents pack out and pack back, remove & replace insulation, drywall, texture, paint, flooring (carpet & tile), cove base, ceiling tile, grid, electrical, and light fixtures. With a crew of 8-10 they started with the inventory, photo documentation, packing and storing of contents prior to any renovation work. Once that was completed the crew was split into different priority areas to start renovation work. While this work was in progress the supervisor reached out to the subcontractors for a job walk so they can put together their proposals for their work. When Sagebrush completed the removal, the supervisor brought in the subcontractors to start the reconstruction portion of the project. As certain areas were getting completed the contents crew came back and started to put items back in those areas. Chino Valley Unified School District Chris Sherriff – Facilities Director 750 E. Center Street Chino Valley, AZ 86323 928-587-0349 Cell/928-583-5432 Office csherriff@chinovalleyschools.com Project – Chino Valley High School Building 100 Fire Work Performed June of 2022 and completed December 2023 This school had a fire that affected two (2) classrooms and significant smoke damage throughout the building. Sagebrush was called out to perform demo, remediation, contents, and reconstruction. Prior to starting any process Sagebrush set up a meeting with the school facilities director, City of Chino Valley, Fire Inspector and Hygienist to discuss the plan of action. Sagebrush had a crew of 14 and started to tackle the south of the building which was affected by smoke and water damage and the school needed the 4 classrooms turned back over immediately so we started to process contents which included inventory, photo documentation, smoke clean all items including books, paperwork, desks, chairs etc., packing and stored onsite with storage units. Once the south of the building was completed with contents the crew then started remediating those rooms by wiping walls, ceiling grid, lights and wires with fire and soot cleaner, removing ceiling tile and insulation and cleaning of the carpets. Once those areas were completed then Sagebrush painted all the rooms and put all the contents back in its original place. Sagebrush then started on the north side of the building which is where the fire started and did the same process for the contents with the except, we had to also inventory and photo document all the non- salvageable items and turn the list over to the insurance company. Once all the contents were taken care Page | 3 of Sagebrush started the remediation and demo process and while this process was happening we scheduled the subcontractors we needed to get us quotes on fire alarm, electrical, ceiling tile and grid, insulation, drywall, texture, paint, flooring, cabinets, doors, HVAC and gas company. Once our demo/remediation was completed Sagebrush filed permits for the reconstruction and work very closely with the Town of Chino Vally permitting department to meet our schedule for completion. City of Mesa 20 E. Main Street Mesa, AZ 85211 Samson Fernandez 480-242-9374 Cell/480-644-3870 Office samson.fernandez@mesaaz.gov Project – City of Mesa Safety Training Facility Worked performed July 2021 and completed September 2021 This training facility had water damage due to a monsoon storm and Sagebrush was called out for emergency services. When we arrived onsite we started extraction, set up equipment, moisture readings and moisture mapping the affected areas in different buildings which consisted of Auditorium hallway, janitor closet, alarm room, electrical room, IT room and an office. Prior to removal of the wet materials we hired a hygienist to test materials for asbestos. Once those came back negative then Sagebrush started to perform remediation work by removing all the affected insulation, drywall and cove base in those buildings. Once those areas have been completed we worked with our subcontractors to perform the reconstruction in these areas. Key Positions 7.2.3A Our key personnel with title and experience is as follows: Jeff Cromer – Jeff is the owner of Sagebrush Restoration, and he has been in the industry since 1986. Jeff is involved in all projects and makes it a point to communicate with all project managers as to the status of our projects on a daily basis. Chris Hays – Chris heads up our estimating team and his experience with our estimating software and attention to detail on every project he oversees is invaluable to all our clients. His communication skills with our clients is most impressive as he explains the scope, time frame and crew process. Chris has traveled nationwide working catastrophic events providing estimates of repairs along with managing construction projects. Kyle Gilliland – Kyle is our Senior Superintendent for Sagebrush and with his 31 years of experience he brings a wide range of knowledge to the environmental abatement restoration industry and construction projects. He has managed projects at federal buildings, military facilities, nuclear plants, mines and schools and the scope ranging from construction, abatement, emergency services, remediation, fire, water and demolition projects with a crew from 6 to over 50 personnel. Tracy Meier – Tracy is our Project Coordinator and Contents Manager for Sagebrush. Tracy has been in the restoration industry for over 15 years. Her role is to ensure that the field staff paperwork is filled out correctly, creates the invoices, SOV, AIA or any other billing process that is required of the client. She also handles the close out documents for submittal to the client, assists with emergency services and also assists with construction when needed. She also manages all our contents pack out/pack back which includes, documentation, photos, inventory logs and storage and her crew can range from 6 people to 30 people depending on the size of the project. Gerardo Diaz – Gerardo, is a Superintendent with 16 years’ of experience with emergency services, environmental abatement, and construction. He can handle any project that is thrown his way from a couple small TI’s to a multimillion-dollar project. His communication with our clients, safety procedures, scheduling etc. is always top notch. He has managed projects all over this state anywhere from schools, residential, banks, federal buildings, hotels/resorts and large manufacturing facilities. Robert Corral – Robert is a Superintendent with 7 years’ experience in the environmental/restoration business. Robert has managed environmental abatement, emergency services, construction and water loss projects throughout Arizona. Those projects range from schools, hotels/resorts, family residences, high rise buildings and banks. His management of a job site, communication with client, crew and subcontractors is always excellent. 7.2.3B Estimator(s) – The primary roll and responsibility is to submit detailed estimates, bids, quotes, or proposals to the client per the scope of work discussed in a timely manner. Senior Superintendent – Responsibilities include but are not limited to managing the field operations, organize/schedule projects, assist superintendents as needed, and attend project meetings Page | 2 Project Coordinator – Assist in the day-to-day operations with office staff, field staff, contractors and vendors. Contents Manager – overseeing the successful productivity while working alongside their crew to inventory, photo document, clean, pack and store clients contents. 7.2.3C When Sagebrush has to utilize a subcontractor it is our policy that we always have a representative onsite at all times. The subcontractors that we may use is as follows: RKS Plumbing – Plumbing and HVAC Mason Pro Services – Plumbing, HVAC, Electrical Dominion Environmental Consultants – Environmental Testing and Clearances, Site Assessment AZIAQ Testing, LLC - Environmental Testing and Clearances, Site Assessment Precision Contracting – Insulation, drywall, texture and paint Ghaster Painting – Painting, Sandblasting and Coatings NCG Drywall - Insulation, drywall, texture and paint Gervasio & Associates – Forensic and Structural Engineering Sun Country Flooring – Carpet, Laminate, Tile etc. Excite Flooring - Carpet, Laminate, Tile etc. Ductz of North Phoenix – HVAC Cleaning/Installation Skinner Interior – Ceiling Grid and Tile installation American Fire Protection – Fire Protection Systems, Fire Sprinkler System, Testing, Repairs, Installation, Fire Suppression Hiller Fire – Design, Installation, Inspection, Repairs, Fire Alarm, Fire Sprinkler, Fire Pumps, Backflows 7.2.3D Sagebrush has attached the Resumes and certifications for the employees that would be over seeing the Town of Fountain Hills. Project Approach 7.2.4A 1. Planning – When we are onsite, we first define the scope of work the client is requesting. Once defined we discuss the best approach to achieve their deadline and goals. We will then meet with the necessary Sagebrush personnel and go over the scope of work to strategically develop a structured plan for the project and then verify the plan with our client. The plan includes a scheduled start and finish date of the project, all paperwork, insurance, bonds, notifications, and any other paperwork required to be submitted to the proper contact person or municipality. We work hand in hand with all our vendors, subcontractors, and clients to make sure the project goes smoothly. 2. Estimating – After any job walk, we put together a detailed estimate of the scope of work and submit it to the proper contact person. Sagebrush has a team that is experienced in submitting SOV, Bids, AIA forms and any municipality bid forms that are required. If additional work is needed or discovered, we will discuss it with our client and submit a Change Order if it is warranted. 3. Scheduling – Each project is loaded into Microsoft Project by task or discipline with milestones and completion dates. During the course of the project, the schedule is updated, and weekly look- ahead schedules are sent to all subcontractors, so they are informed of any changes. Project Management monitors milestones and target completion dates to ensure the project stays on schedule. 4. Cost Controls – Sagebrush takes the time to develop an accurate budget for new projects. We constantly monitor our materials/vendors to make sure we have the most up to date costs when preparing our estimates. Management of these types of projects is performed by Project Managers using management tools that include management software programs on iPads. Each project is tracked daily for job costing, project scheduling, and documentation in addition to other relevant job data. All data is backed up daily through cloud technology to the office for seamless transition and shared communication. 5. Project Management & Team Organization – Our management staff can easily assign tasks to their team members with a defined project approach. Management holds a team meeting every day prior to starting a project to inform all employees of the scope of work for the day, assign tasks and complete a safety meeting. They ensure the goals for the day are met and the project stays on schedule. As for our office staff, they work together with the field operations to ensure all field paperwork, contractor invoices, billings, close out packets and scheduling align with each project in order to be completed in a timely manner. Below is our team organization chart: President Senior SuperintendentEstimatorProject Coordinator Field Technicians A/P & A/R Business Manger HRSuperintendent Page | 2 6. Bid Package Management – Our team reviews bid packets, verifies plans and/or scope within the bid packet, and prepares supporting documents and quality checks prior to submittal. We understand the importance of what the customer needs and know how our company can meet those needs. 7. Management of overhead costs – Sagebrush owner closely monitors fixed, variable, and semi- variable overhead costs monthly, quarterly, and yearly. Sagebrush optimizes the use of our resources and the technology that is most suitable and effective to meet our business goals. The owner ensures that our overhead cost is as low as possible while delivering the highest quality of work to our client. 7.2.4B As for alternate approaches that would best suit the Town of Fountain Hills, Sagebrush’s team has a wide range of techniques, solutions, and materials that we utilize that are not only safe for our customers but also our employees. We take every measure to ensure all parties are involved in our efforts and we coordinate these efforts with our site contact. We actively engage in assisting the client to find the most cost-effective solutions to meet their performance targets and can advise on a wide range of construction methods. East Gateway Center 4686 East Van Buren Street, #310 Phoenix, Arizona 85008 P : 602.273.1625 F : 602.273.0212 W : Insurica.com November 16, 2023 RE: Sagebrush Restoration, LLC To Whom It May Concern: We submit this letter in recommendation of our valued client, Sagebrush Restoration, LLC (Sagebrush). INSURICA Southwest Insurance Services LLC has arranged a surety program for Sagebrush with Atlantic Specialty Insurance Company, an Intact Company. They are a Treasury Listed, "A+" (Superior) XV ($2 billion or greater) Best rated surety company and are able to meet the surety needs of Sagebrush. They have indicated a willingness to support projects with bond requirements in the $4,000,000 range, with an aggregate program of $8,000,000. Bonds issued are always based on a satisfactory review of all contract documents, bond forms, verification of financing, and other current relevant underwriting information. Any arrangement for bonds is a matter between the contractor, surety and us. We assume no liability to third parties or to you if for any reason we do not execute said bond or bonds. We are pleased to share with you our most favorable experience and regard for our client. Should you have any questions, please feel free to call our office. Thank you. Sincerely, Lori L. Dawson-Brown Account Executive East Gateway Center 4686 East Van Buren Street, #310 Phoenix, Arizona 85008 P : 602.273.1625 F : 602.273.0212 W : Insurica.com November 16, 2023 Town of Fountain Hills/Town Hall 16705 E. Avenue of the Fountains Fountain Hills, Az. 85268 Re: RFQ-2023-010 REQUEST FOR QUALIFICATIONS JOB ORDER CONTRACTOR FOR GENERAL CONTRACTORS To Whom it May Concern: Please accept this letter of insurability. A certificate of insurance will be furnished to the Town of Fountain Hills should Sagebrush Restoration, LLC be the successful bidder. The insurance will meet the requirements outlined in the RFQ. Sincerely, Betsy Lee INSURICA Southwest SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 10/30/2023 INSURICA Southwest Insurance Services LLC 4686 E. Van Buren St., #310 Phoenix AZ 85008 Certificates 602-273-1625 602-273-0212 certs@INSURICA.com Great Divide Insurance Company 25224 SAGR01N Key Risk Insurance Company 10885Sagebrush Restoration, LLC 330 S. River Drive Tempe AZ 85288 Federal Insurance Company 20281 Nautilus Insurance Company 17370 1155564246 A X 1,000,000 X 100,000 X $5k PD/BI/PI Ded 5,000 1,000,000 2,000,000 X Y Y ECPO153759422 8/1/2023 8/1/2024 2,000,000 B 1,000,000 X Y Y BAP203539312 8/1/2023 8/1/2024 A X 5,000,000 X Y FFX202345116 8/1/2023Y 8/1/2024 5,000,000 D X N Y WCA201214420 8/1/2023 8/1/2024 1,000,000 1,000,000 1,000,000 A C Pollution & Professional Liab Equipment Ded: $1,000 Y Y ECPO153759422 06686236 8/1/2023 8/1/2023 8/1/2024 8/1/2024 Poll/Prof Limit Schedule Equip Leased/Rented Equip *See Below $397,168 $750,000 *Pollution & Professional Liability - Retro Date: 08/30/2011: Deductible: $5,000 / Pollution: Each Condition/Aggregate $1,000,000/$2,000,000; Professional: Each Claim/Aggregate: $1,000,000/$2,000,000. Certificate Holder is defined as additional insured with respects to the general, auto, excess and pollution liability if required or agreed to in a written contract subject to all provisions and limitations of the policy. General and auto liability coverage is primary and non-contributory. A Waiver of subrogation in favor of Certificate Holder applies to the general, auto, excess and pollution liability and employers liability/workers compensation if required or agreed to in a written contract subject to all provisions and limitation of the policy. Excess Liability is follow form subject to the actual policy coverages, conditions and exclusions. Per attached forms: ECP1246 01/21; ECP1248 01/21; BENV CA06 09/17; CA0449 11/16; ECP1260 01/21; CA0443 11/20; WC000313 04/84; EPC1219 01/21. ~ Evidence of Coverage Only ~ Evidence of Coverage ECP 1246 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission.Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS AUTOMATIC STATUS – ONGOING OPERATIONS – COVERAGE A, B, D.1 & D.4 Policy Number Policy Effective Date Policy Expiration Date Endorsement Effective Date ECPO1537594-22 8/1/2023 8/1/2024 8/1/2023 This endorsement modifies insurance provided under the following: ENVIRONMENTAL COMBINED POLICY I. SECTION III – WHO IS AN INSURED is amended to include as an additional insured: 1.Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement, in effect during this policy period, that such person or organization be added as an additional insured on this policy; and 2.Any other person or organization you are explicitly required to add as an additional insured under the contract or agreement described in Paragraph 1. above. Such contract or agreement must be executed and in effect prior to the performance of your work which is the subject of such contract or agreement. Such person(s) or organization(s) is an additional insured only with respect to liability for bodily injury or property damage under SECTION I – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Coverage D.1 – Contractors Pollution Legal Liability and Coverage D.4 – Microbial Substance Contractors Pollution Liability, or personal injury or advertising injury under SECTION I - COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY directly caused by: a.Your acts or omissions; or b.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured described in Paragraph 1. or 2. above. However, the insurance afforded to such additional insured described above: a.Only applies to the extent permitted by law; and b.Will not be broader than that which you are required by the contract or agreement to provide for such additional insured, and c.Will not extend beyond that which is provided to you in this policy. A person’s or organization’s status as an additional insured under this endorsement ends when your operations for the person or organization described in Paragraph 1. above are completed. II.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1)The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2)Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the occurrence which caused the bodily injury or property damage, or the offense which caused the personal and advertising injury, involved the rendering of, or the failure to render any professional architectural, engineering or surveying services. b. Bodily injury or property damage occurring after: (1)All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or ECP 1246 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission.Page 2 of 2 (2)That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. III.With respect to the insurance afforded to these additional insureds, the following is added to SECTION V – LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement described in Paragraph I.1.; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. IV.With respect to the insurance afforded to these additional insureds, the following is added to SECTION VI – REPORTING, DEFENSE, SETTLEMENT & COOPERATION: 1. Duties -- Additional Insured An additional insured must see to it that: a.We are notified in writing as soon as practicable of an occurrence or offense which may result in a claim or suit; b.We receive written notice of a claim or suit as soon as practicable; and c.A request for defense and indemnity of the claim or suit will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the contract or agreement requires that this coverage be primary and noncontributory. V. SECTION VII – CONDITION 10. – Other Insurance is amended by the addition of the following which supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to a person(s) or organization(s) included as an additional insured under this endorsement provided that: 1.The additional insured person(s) or organization(s) is a Named Insured under such other insurance; and 2.You have agreed in writing in a contract or agreement, in effect during this policy period, that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured person(s) or organization(s). Such contract or agreement must be executed and in effect prior to the performance of your work which is the subject of such contract or agreement. However, this provision does not apply if the other insurance available to the person(s) or organization(s) included as an additional insured is Owners and Contractors Protective Liability, Railroad Protective Liability, or similar project- specific, primary insurance. VI.This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a SCHEDULE of additional insureds, and which endorsement applies to that designated additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. ECP 1248 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission.Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS AUTOMATIC STATUS – COMPLETED OPERATIONS – COVERAGE A, D.1 & D.4 Policy Number Policy Effective Date Policy Expiration Date Endorsement Effective Date ECPO1537594-22 8/1/2023 8/1/2024 8/1/2023 This endorsement modifies insurance provided under the following: ENVIRONMENTAL COMBINED POLICY I. SECTION III – WHO IS AN INSURED is amended to include as an additional insured: 1.Any person or organization for whom you have performed operations when you and such person or organization have agreed in writing in a contract or agreement, in effect during this policy period, that such person or organization be added as an additional insured on this policy; and 2.Any other person or organization you are explicitly required to add as an additional insured under the contract or agreement described in Paragraph 1. above. Such contract or agreement must be executed and in effect prior to the performance of your work included in the products-completed operations hazard which is the subject of such contract or agreement. Such person(s) or organization(s) is an additional insured only with respect to liability for bodily injury or property damage under SECTION I – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Coverage D.1 – Contractors Pollution Legal Liability and Coverage D.4 – Microbial Substance Contractors Pollution Liability, directly caused by your work performed for the additional insured described in Paragraph 1. or 2. above, and included in the products-completed operations hazard. However, the insurance afforded to such additional insured described above: a.Only applies to the extent permitted by law; and b.Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; and c.Will not extend beyond that which is provided to you in this policy. II.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: a. Bodily injury or property damage arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1)The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2)Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the occurrence which caused the bodily injury or property damage involved the rendering of, or the failure to render any professional architectural, engineering or surveying services. III.With respect to the insurance afforded to these additional insureds, the following is added to SECTION V – LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement described in Paragraph I.1.; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. IV.With respect to the insurance afforded to these additional insureds, the following is added to SECTION VI – ECP 1248 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission.Page 2 of 2 REPORTING, DEFENSE, SETTLEMENT & COOPERATION: 1. Duties -- Additional Insured An additional insured must see to it that: a.We are notified in writing as soon as practicable of an occurrence which may result in a claim or suit; b.We receive written notice of a claim or suit as soon as practicable; and c.A request for defense and indemnity of the claim or suit will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the contract or agreement requires that this coverage be primary and noncontributory. V. SECTION VII – CONDITION 10. – Other Insurance is amended by the addition of the following which supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to a person(s) or organization(s) included as an additional insured under this endorsement provided that: 1.The additional insured person(s) or organization(s) is a Named Insured under such other insurance; and 2.You have agreed in writing in a contract or agreement, in effect during this policy period, that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured person(s) or organization(s). Such contract or agreement must be executed and in effect prior to the performance of your work included in the products-completed operations hazard which is the subject of such contract or agreement. However, this provision does not apply if the other insurance available to the person(s) or organization(s) included as an additional insured is Owners and Contractors Protective Liability, Railroad Protective Liability, or similar project- specific, primary insurance. VI.This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a SCHEDULE of additional insureds, and which endorsement applies to that designated additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. POLICY NO: BAP203539312 POLICY NO: BAP203539312 ECP 1260 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission.Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION (TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US) AUTOMATIC STATUS – COVERAGE A, B & D Policy Number Policy Effective Date Policy Expiration Date Endorsement Effective Date ECPO1537594-22 8/1/2023 8/1/2024 8/1/2023 This endorsement modifies insurance provided under the following: ENVIRONMENTAL COMBINED POLICY I.The following is added to Paragraph 17. Subrogation of SECTION VII – CONDITIONS: We waive any right of recovery against any person(s) or organization(s) because of payments we make under COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY, and COVERAGE D – CONTRACTORS POLLUTION LIABILITY under this policy. Such waiver by us applies only if: 1.The insured has agreed in writing in a contract or agreement with such person(s) or organization(s) to waive its right of recovery; and 2.The insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This waiver does not apply in any jurisdiction where such waiver is held to be illegal or against public policy or in any situation where the person(s) or organization(s) against whom subrogation is to be waived is found to be solely negligent. This endorsement does not apply to any person(s) or organization(s) designated in a SCHEDULE of person(s) or organization(s) against whom rights of recovery have been waived. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. POLICY NO: BAP203539312 POLICY NO: WCA201214420 ECP 1219 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission.Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT - COVERAGE A Policy Number Policy Effective Date Policy Expiration Date Endorsement Effective Date ECPO1537594-22 8/1/2023 8/1/2024 8/1/2023 This endorsement modifies insurance provided under the following: ENVIRONMENTAL COMBINED POLICY SCHEDULE Designated Construction Project(s):Designated Construction Project Limit: Each of your projects away from premises owned or rented to you, performed during the policy period when a Designated Per Project Aggregate Limit of Insurance is required in a written contractual agreement. $2,000,000 I.For all amounts which the insured becomes legally obligated to pay as damages caused by occurrences under SECTION I – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY which can be attributed only to ongoing operations as shown in the SCHEDULE above: 1.A separate Designated Construction Project Limit applies to each designated construction project and that limit is the lesser of: a.the Designated Construction Project Limit indicated in the SCHEDULE; or b.the amount of the General Aggregate Limit shown in the Declarations. 2.The Designated Construction Project Limit is the most we will pay for the sum of all damages under SECTION I – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, except damages because of bodily injury or property damage included in the products-completed operations hazard, regardless of the number of: a. Insureds; b. Claims made or suits brought; or c.Persons or organizations making claims or bringing suits. 3.Any payments made under SECTION I – COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY for damages shall reduce the Designated Construction Project Limit for that designated construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construction Project Limit, except as affected by the Designated Construction Project Aggregate Limit described in 5.b. below. 4.The limits shown in the Declarations for Each Occurrence and Damage to Premises Rented to You continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project Limit. 5. a.The Designated Construction Project General Aggregate Limit is the most we will pay for all damages under the Designated Construction Project Limit, described in 1. and 2. above. b.Regardless of the number of construction projects or designated construction projects covered under this policy, the most we will pay as the Designated Construction Project General Aggregate is $5,000,000. II.For all amounts which the insured becomes legally obligated to pay as damages caused by occurrences under SECTION I –COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY which can be attributed only to ongoing operations at the Designated Construction Project(s) shown in the SCHEDULE above: 1.Any payments made under SECTION I –COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY for damages shall reduce the amount available under the General Aggregate Limit or the Products Completed Operations Aggregate Limit, whichever is applicable; and 2.Such payments shall not reduce any Designated Construction Project General Aggregate Limit ECP 1219 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission.Page 2 of 2 III.When coverage for liability arising out of the products-completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products-completed operations hazard will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. IV.If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. V.The provisions of SECTION V – LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. EXHIBIT B TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND SAGEBRUSH RESTORATION, LLC [Quote or Work Order] See following pages.