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C2019-006U1
Contract No. 201 9-006U 1 JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND UTILITY CONSTRUCTION COMPANY,INC. THIS JOB ORDER MASTER AGREEMENT (this "Contract") is entered into as of March 19, 2019, between the Town of Fountain Hills, an Arizona municipal corporation (the "Town") and Utility Construction Company, Inc., a(n)Arizona corporation (the"Contractor"). RECITALS A. The Town issued a Request for Qualifications, CS2019-006, Construction Services (the "RFQ"), a copy of which is on file in the Town Clerk's Office and incorporated herein by reference, seeking statements of qualifications from vendors for construction and related services. B. The Contractor submitted a Statement of Qualifications(the"SOQ") in response to the RFQ, attached hereto as Exhibit A and incorporated herein by reference, and the Town desires to enter into an Agreement with the Contractor for Construction Services (the"Services"). 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 Contractor hereby agree as follows: 1. Term of Contract. This Contract shall be effective as of the date first set forth above and shall remain in full force and effect for one year with up to four(one)year renewable options. 2. Job Order Master Contract Process. 2.1 Indefinite Delivery and Quantity. This Contract establishes an indefinite delivery, indefinite quantity, Job Order Contract for such Construction Services within the scope of this Contract as Town may request from time to time by issuance of an individual Job Order for each Project. Unless otherwise specified in a specific Job Order,Job Orders will generally include Design Services and where Design Services are necessary, Town will contract for those services separately. A separate Job Order will be issued for each Project describing the specific Work to be performed by the Contractor for that Project. There may be multiple Projects, and, therefore, multiple Job Orders, under this Contract. 2.2 Non-Exclusive Contract. Town shall have the right to perform work of the types included in this Contract itself or to have other Contractors perform such work. In addition, as to any Job Order, Town may elect to have Design Services provided by Town's internal 1 consultants or by independent Design Professionals. Such action by Town shall not constitute a breach or otherwise violate this Contract. 2.3 No Obligation for Town. This Contract does not obligate or require Town to offer any Job Order to Contractor and no Contract will exist for any specific Work until a Job Order for such Work has been fully executed by Town and Contractor. 2.4 Scope of Work Under This Contract. This Contract is for a broad range of maintenance,repair and minor construction work on real property. The scope of this Contract will be to provide construction services, including minor associated incidental design services, for a broad range of Town renovation and construction projects and will include a variety of trades as set forth on Exhibit B. 2.5 Contract Price for Each Job Order. The amount to be paid by Town for the Project under each Job Order is the Contract Price for the Job Order. The Contract Price includes the Contract Price for the Work. The Contract Price for any Job Order may be a Fixed Price or a Guaranteed Maximum Price (GMP), subject to the following: A. The cumulative sum of the Job Orders performed by Contractor during any twelve (12)month period shall not exceed $125,000.00. B. There is no limit on the number of Job Orders that Town may issue to Contractor during any twelve (12) month period of this Contract or during the entire period this Contract is in effect. C. Contractor may not refuse any Job Order under this Contract properly issued by Town,unless Contractor explains,in writing and to Town's satisfaction, that the scope of work under a specific Job Order is poorly defined or hazardous to health or safety. 2.6 Job Order Format. Each Job Order shall be in the form attached as Exhibit C hereto and shall not be effective or binding until fully executed by all parties. 2.7 Job Order Development. The general steps for development of a Job Order are: A. When Town identifies a need for performance of a Project under a Job Order,Town will issue a request to Contractor and also advise Contractor of the nature of the Work to be done. At the same time, Town will advise the Contractor if Design Services are required and how those services will be provided. Within two (2) working days of receipt of this notification, or such other time as set by Town, Contractor will: (i) Visit the proposed site of the Project with Town designated representatives; and (ii) Arrange with Town to further define the scope of the needed Project. 2 B. Contractor will thoroughly acquaint itself with all available information concerning the conditions of the Work under each Job Order and is responsible for correctly and fully estimating the difficulty of performing the Work, the actions required to perform the Work and the cost of successfully performing the Work under each Job Order. C. Town will arrange for any needed Design Services to produce the Drawings and Specifications, with a copy to Town and a copy to Contractor. Design Services will not begin until the scope of Design Services is approved by Town. The Drawings and Specifications developed as part of the Design Services are subject to approval by Town. If there are no Design Services required for a specific Job Order,Town will develop Drawings and Specifications consisting of a line drawing and a written description of the contemplated Work. D. Upon establishment of the scope of Work needed for a Project, Contractor will prepare its proposal for accomplishment of the Project under either a Fixed Price or a Guaranteed Maximum Price (GMP), as in a form and substance determined by Town. GMP (Open Book) pricing shall consist of direct job cost, project-specific general conditions, general and administrative cost, profit, Bond cost and sales tax will be added to Open Book pricing for total Job Order Cost. 2.8 Issuance of Job Orders. The Town Representative will compare the Contractor's Job Order Proposal with Town's estimate, schedules and other requirements, and then, if the Town Representative determines it is in the best interest of Town, arrange a meeting with Contractor, at which time the Contractor's Job Order Proposal will be discussed and negotiated. If the Town Representative determines that it is in the best interest of Town, Town shall then issue a completed Job Order, in the form attached as Exhibit C, to Contractor for execution. 3. Performance of the Work. 3.1 Specifications. The Maricopa Association of Governments, Uniform Standard Specifications for Public Works Construction, current edition ("MAG Specifications"), Maricopa Association of Governments, Standard Details for Public Works Construction, current edition ("MAG Details"), have been adopted by Town and shall apply to the Work, to the extent applicable. In addition, to the extent Town has adopted its own Town Specifications, and/or Supplements and/or Modifications to the MAG Specifications or MAG Details (collectively the "Town Specifications"), those Town Specifications shall apply to the Work when and where appropriate and the Contractor shall fully comply therewith. Any questions or concerns about the applicability of any specific MAG or Town Specifications to the Work shall be directed in writing to the Project Engineer. The MAG Specifications, MAG Details and Town Specifications are incorporated into the Contract. 3.2 Coordination. Contractor shall be responsible for coordinating the performance of the Work with the Project Engineer, Project Manager, Engineering Department and other departments or agencies within Town, the design professionals and other contractors involved in the Project. Contractor shall also cooperate with Town in communicating with, 3 obtaining necessary approvals or permits from, and responding to, any applicable government entity or regulatory agency, including participation in any hearings or meetings. 3.3. Inspection/Reporting. Before starting the Work, the Contractor shall carefully study and compare the various plans, drawings, other Contract Documents, and Specifications relative to that portion of the Work, as well as the information furnished by Town, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or omissions discovered by the Contractor shall be reported promptly to Town in such form as Town may require. The Contractor shall be liable to Town for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences between field measurements or conditions in the Contract Documents if the Contractor, with the exercise of reasonable care should have recognized such error, inconsistency,omission or difference and fails to report it to Town. The exactness of grades, elevations, dimensions, or locations given on any Drawings, or the work installed by other contractors, is not guaranteed by Town. The Contractor shall,therefore, satisfy itself as to the accuracy of all grades, elevations, dimensions and locations. In all cases of interconnection of its work with existing or other work, Contractor shall verify at the site all dimensions relating to such existing or other work. Any errors due to the Contractor's failure to so verify all such grades, elevations, locations or dimensions shall be promptly rectified by the Contractor without any increase in the Contract Price.Any design errors or omissions noted by the Contractor during this review shall be reported promptly to Town, but it is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. 3.4. Extra Work/Changes in the Work/Approvals. Town reserves the right to make such changes in the plans and specifications for the Work,within the general scope thereof, as it may deem appropriate and any such change as set forth in a written Change Order or Extra Work Order shall be deemed a part of this Contract as if originally incorporated herein. A. Contractor shall not be entitled to payment for additional work unless a written Change Order or Extra Work Order, in form and content prescribed by Town,has been executed by Town prior to starting the additional work;on all such Change Orders and Extra Work Orders, Contractor shall specify the increased and/or decreased costs and whether it believes any extensions of time will be necessary to complete its Work as modified by the Change Order or Extra Work Order. In no event, however, will the Contractor be entitled to collect for overhead and profit for such changes more than the percentages of Contractor's actual and direct cost incurred in such change as set forth in the corresponding Change Order. If additional work is performed on the basis of an Extra Work Order, a corresponding Change Order shall be prepared, approved and processed by Town before payment can be made to Contractor. B. Upon request by Town, Contractor shall submit for Town's prior approval all samples,product data, shop drawings on all materials, systems and equipment to be incorporated into the Work. 4 C. The Project Manager shall be designated by the Town. All communications concerning performance of the Work or the Project shall be provided to the designated Project Manager, who has the authority to act on behalf of Town, as delineated and limited by the Contract Documents and applicable law. The Project Manager has no authority to bind Town or Town Council in contravention of any Town Code, State or Federal statute or regulation, or this Contract. Project communications may be exchanged by e-mail upon the written agreement of the Project Manager and Contractor, but e-mail communications are not binding upon Town and cannot change the terms of the Contract or the scope of Work or effectuate any change that requires a written change order. The use of e-mails is for information only, and e-mails will have no legal or binding effect. 3.5. Time/Float. Contractor shall strictly comply with the Project schedule approved in writing by Town(the"Contract Time"). The Contract Time shall start with the Notice to Proceed and end with final acceptance of the Work. Contractor shall commence performance of the Work and complete the Project through both substantial completion and final acceptance within the Contract Time, and failure to do so shall be a material breach of the Contract. A. Time is of the essence of the Contract, for the Project,for the Work, and for each phase and/or designated milestone thereof. B. No modification to the Contract Documents or the Contract Time shall be effective unless approved in writing, in advance, by Town. C. The total float time within the overall schedule is for the exclusive use of Town, but Town may approve Contractor's use of float as needed to meet contract milestones and the Project completion date. 4. Payments. Payments shall be made as follows: 4.1 Progress Payments. A. Progress billings will be processed monthly starting upon Project commencement. B. Contractor billings shall be submitted on Contractor's typical invoice form. C. A list of all suppliers (including name, contact information and phone numbers) to be used by Contractor must be received and approved by Town, prior to release of Contractor's monthly progress payment. Town's approval of Contractor's suppliers shall not release Contractor from any of its obligations under this Contract, including without limitation, Contractor's indemnification, and insurance obligations. D. If required by Town, Contractor will be required to execute an Unconditional Waiver and Release on Progress Payment or Unconditional Waiver and Release on final payment contemporaneously with the receipt of partial or final payments, or other form of acknowledgment of payment and/or release of claims as required by Town, 5 as well as unconditional lien waivers executed by subcontractors and/or suppliers who have provided labor, materials, or rental equipment to Contractor. Payments of any amounts covered by any conditional lien waivers may, at Town's sole discretion, be made by joint check issued to the Contractor and the subcontractor or supplier. E. Contractor shall submit all other supporting documentation substantiating its Invoice as may be reasonably required by the Engineer,Project Manager, Town, and applicable laws. 4.2 Final Payment. Final payment including retainage shall be paid only after: (i) the Work has been fully completed (including completion of all incorrect or incomplete work items)and accepted by Town and Engineer;(ii)necessary operating manuals,any excess materials and supplies necessary for matching materials and supplies incorporated into the Work, and complete "as-built" drawings, plans and specifications have been delivered to Town; (iii) if required by Town, full and unconditional lien waivers and releases by Contractor and any person performing labor or supplying material, machinery, fixtures, or tools for the Work have been delivered to Town; (iv) all conditions and requirements imposed by Town or any financing entity for the corresponding disbursement have been met;and(v)Contractor delivers to Town an Invoice requesting payment. The Contract number must be referenced on all invoices. 4.3 Town's Right to Withhold Payment. Town may withhold payment to such extent as may be necessary in Town's opinion to protect Town from loss for which the Contractor is responsible, including, without limitation: A. defective Work not remedied; B. third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to Town is provided by the Contractor; C. failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; D. reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; E. damage to Town or another contractor; F. reasonable evidence that the Work will not be completed within the Contract Time set forth in Exhibit B (or otherwise by Town), and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or G. persistent failure to carry out the Work in accordance with the Contract Documents. 4.4 Joint/Direct Checks. Payments to Contractor may be made by checks payable jointly to Contractor and its employees, agents, subcontractors and suppliers, or any of them, and when in the sole opinion of Town it is advisable, payments may be made directly to 6 Contractor's subcontractors and any amount so paid shall be deducted from the amounts owed to Contractor under this Contract. 4.5 Payment Not A Waiver. No payment (nor use or occupancy of the Project by Town)shall be deemed acceptance or approval of the Work or as a waiver of any claims,rights, or remedies of Town. 4.6. Liens and Bond Claims. Contractor shall make all payments, in the time required, of all labor and materials furnished to Contractor in the course of the Work and shall promptly furnish evidence of such payments as Town may require. Contractor shall pay when due all claims arising out of performance of the Work covered by this Contract for which a lien may be filed either against the real estate or leasehold interest of Town, or against payments due from Town to Contractor, or for which a claim may be made against any payment or performance bond or both. To the fullest extent permitted by law, Contractor agrees that no liens or other claims in the nature of a lien against the real estate, leasehold, or other interest of Town, against payment due from Town to Contractor, or against any payment or performance bond, shall be filed or made in connection with the Work by any party who has supplied professional services, labor,materials, machinery, fixtures, tools, or equipment used in or in connection with the performance of this Contract, and Contractor agrees to remove or to cause to be removed any such liens or claims in the nature of a lien or bond claim within ten (10) days upon receiving notice or obtaining actual knowledge of the existence of such liens or claims. In addition, Contractor agrees to defend, indemnify, and hold harmless Town from and against any and all such liens and claims. This paragraph does not apply to claims and liens of Contractor due to non-payment for Work performed. 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. Contractor Personnel. Contractor shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. Contractor agrees to assign specific individuals to key positions. Contractor 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, Contractor 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 Contractor's performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the Town. 8. Licenses; Materials. Contractor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor, without limitation, all of Contractor's applicable licenses issued by the Arizona Registrar of Contractors. The Town has no obligation to provide Contractor, its employees or subcontractors any business registrations or licenses required to perform the specific services set 7 forth in this Agreement. The Town has no obligation to provide tools, equipment or material to Contractor. 9. Work Standards,Warranties and Correction of Work. All materials and other items incorporated into the Work shall be new, and all Work shall be of good and workmanlike quality and completed in strict conformance with all applicable laws, rules and regulations and the plans, specifications, schedules, Contract Documents and all other terms and conditions of the Contract. 9.1 Express Warranties. Within fourteen (14) days of the completion of the Work(or at such earlier time as requested by Town),Contractor shall execute and deliver to Town all warranties regarding the Work required by the Project plans and specifications. These warranties shall be in form and content satisfactory to Town, and any other person reasonably requested by Town, or Town's lender(s). 9.2 Standard Warranty. In the absence of any requirement for warranties in the Project specifications, Contractor hereby warrants that the Work shall be free of any defects in quality or workmanship for a period of two (2) years after the date of completion and acceptance of the Project by Town. 9.3 Correction of Work. The Contractor shall promptly correct Work rejected by the Project Engineer, Project Manager, or Town as failing to conform to the requirements of the Contract Documents. The Contractor shall bear the cost of correcting such rejected Work. In addition to the Contractor's other obligations including warranties under the Contract, the Contractor shall, for a period of (two) 2 years after Substantial Completion, correct work not conforming to the requirements of the Contract Documents. If the Contractor fails to correct nonconforming Work within a reasonable time, Town may correct it and the Contractor shall reimburse Town for the cost of correction. 10. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify 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")to the extent that such Claims(or actions in respect thereof)are caused by the negligent acts, recklessness or intentional misconduct of the Contractor, its officers, employees, agents, or any tier of subcontractor in connection with Contractor's work or services 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 Contractor, Contractor shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do 8 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 Contractor. 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 Contractor 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. Contractor'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 Contractor. Contractor 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 9 respect to the policy limits provided to the Town. Contractor 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, Contractor shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Section and insurance requirements set forth herein protecting the Town and Contractor. Contractor 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, Contractor 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 Contractor'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 Contractor'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 RFQ number and title or this Agreement. A$25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate RFQ 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 RFQ 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. 10 (2) Contractor'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 Contractor 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. Contractor 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. Contractor shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Contractor's owned, hired and non-owned vehicles assigned to or used in the performance of the Contractor'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. 11 C. Professional Liability. If this Agreement is the subject of any professional services or work, or if the Contractor engages in any professional services or work in any way related to performing the work under this Agreement,the Contractor shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Contractor,or anyone employed by the Contractor,or anyone for whose negligent acts, mistakes, errors and omissions the Contractor 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. Contractor shall maintain Workers' Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Contractor'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 Contractor of written notice by the Town. Upon termination for convenience, Contractor 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 Contractor 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 Contractor 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 Contractor 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 12 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 consultant 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 Contractor, 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 Contractor or any agent or representative of the Contractor 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 Contractor 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 Contractor 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 Contractor shall be relieved of any subsequent obligation under this Agreement. 12.7. Upon any termination of the Contract, no further payments shall be due from Town to Contractor unless and until Contractor has delivered to Town any and all documentation required to be maintained by Contractor or provided by Contractor to Town. 12.8. Under no circumstances shall Town have any liability for any costs, expenses, overhead, or profits in relation to any work not actually performed, or for any future or anticipated profits, recovery, damages, expenses, or loses. 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 Contractor 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. Contractor, 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 Contractor, its employees or subcontractors. The Contractor,and not the Town, shall determine the time of its performance of the Services provided under this Agreement so long as Contractor meets the requirements of its agreed Scope of Work 13 as set forth in Section 2 above and in Exhibit B. Contractor is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and Contractor 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. Contractor 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 Contractor 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 Contractor. 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 Contractor without prior, written permission of the Town, signed by the Town Manager. Any attempted assignment or delegation by Contractor in violation of this provision shall be a breach of this Agreement by Contractor. 14 13.9 Subcontracts. No subcontract shall be entered into by the Contractor with any other party to furnish any of the material or services specified herein without the prior written approval of the Town. The Contractor 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 Contractor. 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 Contractor 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 Contractor any amounts Contractor 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 Contractor any amounts Contractor 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: Grady E. Miller, Town Manager 15 With copy to: Town of Fountain Hills 4711 East Falcon Drive, Suite 111 Mesa, Arizona 85215 Attn: Aaron D. Arnson, Town Attorney If to Contractor: Utility Construction Company, Inc. 8435 East Baseline Road, Suite 106 Mesa,Arizona 85209 Attn: Bob Martin, Vice President 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 Contractor 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 Contractor's duties under this Agreement. Persons requesting such information should be referred to the Town. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under this Agreement. 13.16 Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under subsection 13.17 below, Contractor'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 Contractor 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 Contractor'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 Contractor'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, Contractor 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 Contractor pursuant 16 to this Agreement. Contractor 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 Contractor or its subcontractors reasonable advance notice of intended audits. Contractor 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 Contractor 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). Contractor's or its subcontractor's 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. Contractor 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 Conflicting Terms. In the event of any inconsistency,conflict or ambiguity among the terms of this Agreement, the Scope of Work, the Fee Proposal, the RFQ and the Contractor's SOQ,the documents shall govern in the order listed herein. 13.20 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. 13.21 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 Contractor. Contractor 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 Contractor. 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. 13.22 Special Provisions. The Contract created by this request and the resulting request for qualifications will automatically renew for up to four successive one-year terms,unless the Vendor notifies the Town in writing of its desire to terminate the Contract. If extended, the then-current prices shall be applicable during the subsequent renewal year unless the Vendor notifies the Town in writing of any rate increase and the Town approves the increase with an authorized signature,prior to the end of the then-current term. 17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. "Town" TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation Grady E. Mille Tow Manager ATTEST: c izabeth . rke, Town CI rk APPRO ED AS TO FORM: aron D. Arnson, To n Attorney (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On art-C-V1 2 cP , 2019, before me personally appeared Grady E. Miller, the Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be,and acknowledged that he signed the above document,on behalf of the Town of Fountain Hills. = OFFICIAL SEAL nn �,`�`1`, PAThiCIA JO TOAL44sCtek_ek.- 2) �O Oil - �,,"b�" Commission#521340 : =;_"y: s� Notary public-State of Arizona Notary Public �t� � MARICOPA COUNTY — My comm.expires Dec.8,2020 I. (Affix notary seal here) [SIGNATURES CONTINUE ON FOLLOWING PAGES] 18 "Contractor" UTILITY CONSTRUCTION COMPANY, INC., a(n)Arizona corporation By: /.* .4..... ..:433" 4"') Name: Bob Martin, CCM Title: Vice President (ACKNOWLEDGMENT) STATE OF Arizona ) ) ss. COUNTY OF Maricopa ) On February 2 8 ,2019,before me personally appeared Bob Mart in, the Vice President of UTILITY CONSTRUCTION COMPANY, INC., a(n) Arizona corporation,whose identity was proven to me on the basis of satisfactory evidence to be the person who he/she claims to be, and acknowledged that he/she si ed the above ocument on behalf of *hQ crpnratLn_ _ ( ;'`"►0,4. CHRISTOPHER O.HARPER Notary Public-Arizona 5 �; �' Maricopa County 1 b;,i . My Comm. Expires Sep 8,2019 No ary Public (Affix notary seal here) 4 19 4 I EXHIBIT A TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND UTILITY CONSTRUCTION COMPANY, INC. [SOQ] See following pages. Copy#2 STATEMENT OF QUALIFICATIONS Submitted by: Utility Construction Company, Inc. CS2019-006 General Construction Services January 7, 2019 Submitted to: Town Clerk Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills,Arizona 85268 Submitted by: Utility Construction Company, Inc. 8435 E. Baseline Rd, Suite#106 Mesa, Arizona 85209 ArtijarilE Phone: (480) 654-3100 41Dioxiortructicam. Contact: Bob Martin, Vice President Company,mme. 7oaoltu.tle . January 7,2019 Town Clerk Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills,Arizona 85268 Re: C52019-006 General Construction Services Job Order Contract Subject: Submittal of 50Q by Utility Construction Company,Inc. Ladies and Gentlemen, Utility Construction Company, Inc. (UCC) is very pleased to present the Town of Fountain Hills with the this Statement of Qualifications (SOQ) in response to Solicitation No. CS2019-006 for the 'General Construction Services'Job Order Contract. UCC is experienced in the management and delivery of work under long-term Job Order Contracts. We are confident that you will find UCC to be a highly qualified firm of value to the Town of Fountain Hills for the performance of many services identified in the solicitation. For your reference, please note: • UCC has provided one(1)original and three(3)copies of this 50Q. • UCC hereby acknowledge the following Addenda: Questions and Responses (1 page), "C52019-006 QA (PDF)" • UCC's contact person for this opportunity is: Bob Martin,CCM,Vice President,Cell(602)717-7697 • UCC takes no exceptions to the requirements of the Solicitation. • UCC has been in business for 27 years and is financially stable. • Bob Martin is authorized to bind UCC under the solicitation and this 50Q. if you have any questions, or need any other information, please do not hesitate to contact me at (602) 717- 7697. Thank you very much for your consideration. Sincerely, Bob Martin,CCM Vice President bobJutilitvconstructionco.com Cell: (602)717-7697 General Construction Services.JOC Statement of Qualifications Town of Fountain Htils Utility Construction Company,Inc. 1 Solicitation No.CS2019-006 January 7.2019 14E .stoa 11" a... TABLE OF CONTENTS COVER LETTER 1 TABLE OF CONTENTS 2 A. GENERAL INFORMATION: 3 (1) Cover Letter 3 (2) Vendor Identification 3 (3) Office Location 3 (4) General Description of Vendor 4 a. General Information 4 b. Proposed UCC Services(Scope of Work) 4 (5) Terminated Contracts 7 (6) Claims 7 (7) Debarment 7 (8) Vendor Information Form 7 B. EXPERIENCE AND QUALIFICATIONS OF THE VENDOR: 8 (1) Vendor's Experience in Similar Services 8 (2) Similar Projects 9 (3) AZ Contractor's Licenses 11 (4) Additional Documentation 11 C. KEY POSITIONS: 12 (1) UCC Key Personnel 12 (2) Roles and Responsibilities 13 (3) Subcontractors 13 CONCLUSION 15 Attachments: UCC'Vendor Information Form'with AZ UTRACS DBE/SBC documentation General Construction Services-JOC Statement of Qualifications Town of Fountain Hills Utility Construction Company,Inc. 2 Sol>citatlon No.CS2019 006 January 7.2019 117H A. GENERAL INFORMATION: (i) Cover Letter Utility Construction Company, Inc. (UCC) has provided a cover letter at the forward of this Statement of Qualifications(SOQ). (2) Vendor Identification UCC is a privately-held Arizona corporation founded in 1992. UCC is not a wholly owned subsidiary of another company. UCC is a for-profit corporation. Following is key information related to the firm: Legal Name: Utility Construction Company, Inc. Physical Address: 8435 E. Baseline Rd.Suite#106, Mesa,Arizona 85209 Mailing Address: P.O. Box 1820,Queen Creek.Arizona 85142 Identification No.: 86-0810765(Federal Tax ID Number) Legal Form: Corporation The following person is UCC's representative that may be contacted concerning this SOQ: Name: Bob Martin,CCM Title: Vice President E-Mail: bob(cutilitvconstructionco.com Cell: (602)717-7697 (3) Office Location UCC principal office is located in the southeast valley at 8435 E. Baseline Road, Suite #106, Mesa, Arizona 85209. This Mesa, AZ office will serve as UCC's 'principal office' and 'local work office' for services under this Job Order Contract. UCC may also utilize local UCC branch offices throughout the valley for dispatch of personnel and equipment for services provided to the Town of Fountain Hills. General Construction Services.JOC Statement of Qualifications Town of Fountain Hills UMW Construction Company,Inc. 3 Solicitation No.CS2019-006 January 7.2019 2QH &16144&11044 Nam. (4) General Description of Vendor a. General Information Utility Construction Company, Inc. (UCC) is licensed general contractor focusing on construction, service, maintenance and material re-sale contracts in the southwest United States. With our headquarters in Mesa,Arizona,work in the Phoenix-metro area is our primary target. UCC is owned by UCC President and CEO Suzette Nickum. UCC is a certified Disadvantaged Business Enterprise (DBE) with the Arizona Department of Transportation, and a certified Small Business Concern (SBC)with the City of Phoenix. UCC has a strong background in electrical infrastructure including Streetlighting, Traffic Signals, Underground Utilities, Directional Boring and Medium Voltage work. In the last decade, UCC has also grown to provide services in other fields including grading/earthwork and wet utilities. Service contracts, O&M contracts,JOC contracts and Alternative Delivery contracts represent a large portion of our work. UCC has approximately 120 employees,including many long-term key personnel. UCC has multiple facilities in place in the Phoenix valley for staging of labor and equipment for efficient dispatching to project sites. We hold a large fleet of construction equipment to support our self-perform work, including backhoes, trenchers, excavators, dump trucks, water trucks, aerial lifts, bucket trucks, line trucks, heavy earthmoving equipment,vertical pressure drills,soft-dig(water,air)vacuum excavation rigs,trucks and trailers. UCC founded in 1992 and has been in business for twenty-seven(27)years. UCC is also able to offer the services and products of UCC subsidiary 'PLG, LLC' for custom indoor and outdoor lighting LED products and solutions (www. plgled.com), including energy and lighting audits, photometric design, LED retrofits, custom fixtures, energy saving options and LED design. PLG, LLC is UL certified,IGA dark sky listed and DLC listed. b. Proposed UCC Services(Scope of Work) UCC has a strong background in delivering civil, commercial and building projects from $1,000 to $5.OM in size through self-perform work and subcontractor services. Table 1. below provides a list of the proposed services of UCC under this JOC. UCC intends to self-perform the services listed in Table 1. UCC is interested in work under this JOC for any and all of the trades listed in Table 1. Table 2. below provides an summary of UCC experience compared to all services listed in Section II. Scope of Work of the Request for Statement of Qualifications(RFQ). General Construction Services-JOC Statement of Qualifications Town of Fountain Hills Utility Consttuctlon Company,Inc. 4 Solicitation No.CS2019.00fi January 7,2019 vpnac ar Table 1-UCC Proposed Services(Self-Perform Work) Service: Including: a) Buildings and Improvements Electrical Wet/Dry Utilities Lighting Communication/Telco Utility Services Grading/Earthwork m)Lighting Indoor Outdoor Sports Park Common Area LED Controls Energy-Savings Contracts n) All wiring, plumbing,conduit: 600V and under Medium Voltage over 600V Electrical Distribution SES's/Gear Controls Electrical Service q) Other Construction-related General Contracting projects and materials as needed: O&M Services Traffic Signals Streetlighting Directional Boring Excavations Trenching Vacuum Pot-Holing Site Work Grading Water Truck services Dump Truck/Hauling services Demolition ) General Construction Services-JOC Statement of qualifications Town of Fountain Has Utility Construction Company,Inc, 5 Solicitation No.CS2019-006 January 7,2019 isrlEtsArs �r..e = snv.ax. Table 2-UCC Experience Matrix UCC in role General Contractor, Services Experience in managed No experience Self-Performing Subcontractors to date to Perform Trade a Buildings&Improvements X X b Slabs/Foundations X X c Walls/Flooring/Roofing X d Debris X X e Doors/Windows X f Canopies/Shades X X g Ramps X h Steps X 1 Fences/Gates X X j Playground Equipment and Surfaces X k Sports fields, turf, bleachers and X structures I Plumbing/sprinklers X m Lighting X X n All wiring, plumbing,conduit X X o Fixtures and Equipment X p Park benches,ramadas and picnic tables X q Other construction-related projects and X X materials as needed As outlined in Table 2.above, UCC has experience with projects collectively encompassing all services listed in Section ii.Scope of Work of the Request for Statement of Qualifications except the following items: j) Playground equipment and surfaces k)Sports fields,turf, bleachers and structures General Construction Services-JOC Statement of Quallications Town of Fountain Hills Utility Construction Company,Inc. 6 Solicitation No.C52019.006 January 7,2019 i74' Qoo.�a�ttoa a �waaa7c�ww. (5) Terminated Contracts UCC and its Officers have never had any contract or subcontract terminated. (6) Claims Within the past five years, no claims have been filed against UCC that have resulting in litigation or arbitration with the following item that may be considered as an exception: While under a 5-year contract (2014-2018) with the City of Phoenix for city-wide Streetlight Maintenance services, a vehicle accident with occurred at an ADOT freeway overpass off-ramp. UCC, the City of Phoenix, Arizona Department of Transportation (ADOT) and multiple other public agencies and private parties were listed as defendants in a claim. Multiple allegations were made by the Plaintiff related to deficient design and insufficient maintenance of the roadway, one being lack of proper streetlighting at the location. UCC worked collaboratively with the City of Phoenix to demonstrate that the streetlights in question were outside of the requirements of UCC's service contract, with the streetlights being owned and maintenance by ADOT. UCC's comprehensive database of service records (over 25,000 work orders under the contract) and comprehensive record keeping also aided in the clarification. At this time UCC is working to have our firm dismissed from the claim. (7) Debarment UCC has never been debarred by any federal,state or local government agency. (8) Vendor Information Form Please see attached'Vendor Information'form,page iv.of the solicitation. General Construction Services-JOC Statement of Qualifications Town of Fountain Hills Utility Construction Company,Inc. 7 Solicitation No.CS2019-006 January 7.2019 �E�E.aH er. — nns■..+.ac u... B. EXPERIENCE AND QUALIFICATIONS OF THE VENDOR: (1) Vendor's Experience in Similar Services UCC holds a great amount of experience providing similar services to municipalities (and other public agencies)within the last five years. In fact,1OC/service contracts comprise more than SO%of UCC's annual revenue. UCC experience in providing similar services includes the following recent long-term multi-year service / JOC contracts: • U.S. Department of Homeland Security Comprehensive Tactical t 4 Infrastructure Maintenance and Repair(CTIMR)Area 3 • O&M of Industrial Waste Water Pretreatment Plant at Davis- ,ti»W `. Monthan AFB,Tucson AZ t • San Carlos Irrigation Project - Electric & Underground Services Contract .°- • U.S. Forest Service ID/IQ-Road Maintenance Blading, Black Mesa & Lakeside districts I. • San Carlos Irrigation Project-Generator Maintenance Contract . • San Carlos Irrigation Project-HVAC Maintenance Contract • City of Phoenix Streetlight Maintenance JOC • City of Phoenix Directional Boring JOC • Cityof Peoria Lighting Maintenance and Inspections (see 2 UCAAreaC Crew �NotegFectiveendng eoffad below). protection devices. • City of Phoenix Foundations and Conduit for Traffic Signals 10C • City of Chandler Streetlight Pole Replacement Contract • City of Avondale Streetlight Pole Replacement Contract UCC's long-term multi-year service / JOC contract experience demonstrates UCC ability to be successful under this JOC for the Town of Fountain Hills across many trades of work. General Construction Services-JOC Statement of Qualifications Town of Fountain Hills Utility Construction Company,Inc. 8 Solicitation No.CS2019-006 January 7,2019 Qoas Iru�Uon c ommpwa�c aw.. (2) Similar Projects Following are four (4) project examples of some of UCC's recent relevant work. Each example project below has been selected to highlight different services / trades of work to illustrate the extent of UCC's experience and capabilities. Example Protect#1: Monte Vista RV Resort Expansion Phase 2A (a) Name of Client: Equity Lifestyle Properties, Inc. . , I;;` •�, (b) Contact Name: Mr.Scott Brown -•- -`= (c) Contact Information: 8700 E. University Drive Mesa,AZ 85207 (c/o Ms.Cheryl Waggoner) t ; Phone: (602)717-4720 ;� E-Mail: i 1 scott_brown@equitylifestyle.com ucc Crew Installing new sewer main with proper trench shoring In place. (d) Type of Services Provided: Construction of new 115 lot RV Resort, including site demolition, clear & grub, site earthwork / grading, water, sewer, storm drain, gas-trench, centurylink / telco, SRP infrastructure, private electrical, private streetlighting, retention basins. (e) Dates of Contract: May 18, 2016-December 31,2016 Example Project#2: Eastmark Community Facilities-Phase VIII Roadway (a) Name of Client: Brookfield Residential/ DCS Contracting,Inc. (b) Contact Name: Mr. Dan Haas (c) Contact Information: 14646 N.Kierland Blvd,Suite 165 it, Scottsdale,AZ 85254 L" (c/o Ms.Molly Gromoske) r _ Phone: (602) 292-7011 r E-Mail: dan@hccminc.com UCC Crew constructing Traffic Signal Work, (d) Type of Services Provided: Construction of improvements for Signal Butte Rd&Ray Rd. new roadway, including streetlighting, traffic signals, landscape lighting, accent lighting, tunnel lighting, private electrical, SRP transmission&distribution underground. (e) Dates of Contract: September 1,2017-August 31, 2018. General Construction Services-JoC Statement of Qualifications Town of Fountain Hills Utility Construction Company.Inc, 9 Solicitation No.CS2019-006 January 7,2019 EH Q-a-tsu.uon Example Project#3: Lighting Maintenance and inspection Services.Q16-04 (a) Name of Client: City of Peoria (b) Contact Name: Mr. David Stanek (c) Contact Information: 9875 N.85th Ave,2nd Floor Peoria,AZ 85345(c/o Lisa Houg,Contract Officer) Phone: (480)201-9315 E-Mail: david.stanek@peoriaaz.gov (d) Type of Services Provided: Provide lighting maintenance, repair and inspection services for City of Peoria community parks and schools, including sports lighting, pools, security lights, parking lot lights, various sports fields and gymnasium lights. Totals approximately 44 different sites/ facilities. Work has included LED conversions and LED retrofits. (e) Dates of Contract: Base year+Option Year 1: February 12,2016-February 11, 2018. Example Project #4: Viewpoint Northpoint Building. Electrical Outage and 500KVA Transformer Replacement (a) Name of Client: Flatiron Electric, Inc. (b) Contact Name: Mr.Steve Ross CI z '° .. (c) Contact Information: P.O.Box 3819 Apache Junction,AZ 85117 'r ?o ; aw,daa.� E Phone: (602)989-7899 s# p E-Mail: steve@flatironelectric.com (d) Type of Services Provided: Emergency call-out to trouble-shoot medium voltage outage at Viewpoint RV Resort Northpoint Building. UCCInstallingnewsomaTransformer Provide and replace faulty 500KNA 12,470-208/120V 30 with Crane. Transformer. (e) Dates of Contract: August 10,2018-August 21, 2018. General Construction Services-JOC Statement of Qualifications Town of Fountain Hills Utility Construction Company,Inc. 10 Solldtalion No.CS2019-006 January 7,2019 TrrIEboffs (3) AZ Contractor's Licenses Following is information for all current UCC licenses issued by the Arizona Registrar of Contractors applicable to the services proposed by UCC: Number Classification First Issuance Date ROC 124023 General Commercial,A General Engineering May 16, 1997 ROC 200356 General Commercial,A-17 Electric and Transmission Lines September 26,2004 ROC 122544 Specialty Commercial, L-11 Electrical May 14, 1997 (4) Additional Documentation Please let us know if you have any questions or require any additional documentation. UCC will respond to any requests within 72 hours(or as specified)to assist the Town in its evaluation. Thank you. General Construction Services-JOC Statement of Qualifications Town of Fountain Hilts Utility Construction Company.Inc. 11 Solicitation No.CS2019-006 January 7.2019 ae,,. s C. KEY POSITIONS: (1) UCC Key Personnel Table 3 below identifies each of UCC's proposed key personnel to be assigned to the project with information about each person's employment term,qualifications and experience. Table 3-UCC Key Personnel Name Employment Title/Role with UCC Qualifications and Relevant Experience Mr.Bob Martin,CCM 20 Years • Holds coveted Certified Construction Manager Vice President certification (CMAA). Program Manager • 20 Years Experience in Construction and Service Contracts. • Has overseen a majority of UCC work/contracts. • Served as Program Manager for all JOC/Service contracts listed in B.(1)above. • Served as Program Manager for all example projects listed in section B.(2)above. • Strong background in multiple trades/services. Mr. Josh Howland, 3 Years • Certified Associate in Project Management. CAPM • Manages$3.0-$4.OM in projects annually for UCC. Project Manager • Served in Project Manager role for many of UCC's recent JOC contracts. • Skilled in planning and execution of job orders. • Strong background in multiple trades/services. • Proficient in time management and schedule of resources. Ms.Natalie Shaffer 5 Years • Served as UCC's Project Engineer for our 5-year City Project Engineer of Phoenix Streetlight Maintenance Contract, 2014- 2018 (25,000 work orders) -one of UCC's largest and most high-profile contracts. • Skilled in organization and administration of project files. • Excellent customer service and professional writing skills. General Construction Services-JOC Statement of Qualifications Town of Fountain Has Utility Construction Company.Inc, 12 Solicitation No.C$2019.006 January 7,2019 ZQiteEaH Jom ft. (2) Roles and Responsibilities Based on the organizational structure of UCC, following are the primary roles and responsibilities of UCC's Key Positions under this JOC: Program Manager: Monitors UCC's efforts to ensure work is performed properly. Aids in the implementation of standard procedures for the 10C. Has limited role in day-to-day activities, serving in a senior management role available to the Town of Fountain Hills if/as needed. Leads UCC's efforts for preparation and submittal of proposals for task orders under the JOC. Will participate in preparation of 10C proposals including job-walks, identification of scope of work and cost estimate. Responsible for Quality Assurance of UCC work as needed. Project Manager: Primary contact for day-to-day activities of project. Responsible for ensuring adequate labor, materials, equipment, subcontractor and other resources as required are effectively planned, organized and implemented in order to construct work efficiently,effectively,safely and with high quality In accordance with the contract documents. Keeps in contact with Town of Fountain Hill's project representatives to ensure customer satisfaction. Reports to Program Manager. Responsible for quality control in collaboration with field team. Project Engineer: Responsible for submittals, permits, procurement of materials, submittal & transmittal logs, RFI's, project documentation, compiling field documentation (daily reports, safety forms, inspection forms, bill of ladings,etc.). Reports to Project Manager. Perform field inspections as needed. (3) Subcontractors UCC intends to utilize subcontractor services for any work outside of UCC's self-perform work(see section A.(4), above). No specific subcontractors are being proposed or included as part of our team at this time. To aid in the selection in subcontractors, UCC will prepare and implement a subcontractor selection plan with proposed key features outlined below. Solicitation of Subcontractors: UCC shall solicit for subcontractor proposals by any of the following methods: • Publishing an advertisement for quotations in local trade magazines, bid publications and/or plan rooms; • Calling local subcontractors to request quotations; • Faxing or e-mailing requests for quotations to local subcontractors. Potential subcontractors will be sought and solicited with notice and opportunities provided to certified Small Business Concerns (SBC's) and Minority-Owned, Woman-Owned and Small Business firms (DBE's) found at httos://tracs.azdot.gov. A minimum of three (3) firms should be solicited for all subcontracting opportunities. Assistance to SBE subcontractors: UCC will offer assistance to interested SBE subcontractors to aid them in successfully bidding, securing and completing the work. Examples of ways UCC may aid SBE subcontractors include offering expedited payment or other special payment terms, assistance with administrative tasks, assistance securing materials or equipment, offering pre-bid job walks and financial backing or guarantees General Construction Services-JOC Statement of Oualifications Town of Fountain Hills Utility Construction Company.Inc. 13 Solicitation No.CS2019-006 January 7.2019 laH for the purchase of goods required for the project. In the past, UCC has made expedited payment to SBE subcontractors,even making payment prior to UCC receipt of payment from the Client. Implementation of Plan: Upon award of the JOC contract, UCC key project personnel shall finalize and implement the plan. The plan will be finalized with feedback, review and consensus of all UCC key personnel. Through the life of the JOC the plan may be updated as needed following the same procedure described above. Evaluation of Subcontractor Quotes: When reviewing and selecting a subcontractor from responses received, it will be important to address both subcontractor pricing and subcontractor qualifications. Award will not be based on price alone. A point system pre-established by UCC will be used to rate different criteria of the subcontractor, to allow for evaluation and selection of subcontractors based on a combination of qualifications and price. In addition to pricing, evaluation criteria may include: • Work experience on Similar Projects • Schedule • Experience on Town of Fountain Hills • Local Representation(business location) Projects • Amount of work to be self-performed • Qualifications of the firm • DBE/WBE/SBE/MBE Certifications • Safety Record • Approach/Understanding of the Project • Experience of proposed key personnel Independent evaluations of a subcontractor quotations will be completed by no less than three (3) employees of UCC. The points will be averaged or totaled to determine the final score of the subcontractor. The subcontractor with the highest score will be deemed the best value, and first recommended for the award. In many cases the low bidder will not be deemed best-value. Benefit of UCC plan: UCC's Subcontractor Selection Plan will benefit the project by resulting in the selection of qualified, willing, experienced and reasonably-priced subcontractors to be utilized for work. Furthermore,UCC's preference to utilize SBE firms may help in the development and growth of those firms. General Construction Services-JOC Statement of Qualifications Town of Fountain Hips Utility Construction Company,Inc. 14 Solicitation No.CS2019.006 January 7,2019 vi714 S7m.ara..uo . CONCLUSION UCC is genuinely excited about the opportunity to be of service to the Town of Fountain Hills on this JOC. Our 27 years experience in the valley across many of the trades (services) included in this 1OC makes us a ideal candidate for this contract. We have a strong background in JOC's, and are experienced in effectively managing and successfully performing work under long term contracts. UCC has built a strong reputation within the valley of successfully performing on contracts of similar scope and value to this JOC. We have the personnel,experience and commitment to make this JOC a success. We look forward to being of service! Thank you very much for your consideration of Utility Construction Company, Inc. General Construction Services-JOC Statement of Qualifications Town of Fountain H lls Utility Construction Company,Inc 1 f Solicitation No.CS2019-006 January 7,2019 TOWN OF FOUNTAIN HILLS COMMUNITY SERVICES DEPARTMENT CS2019-006 IV.Vendor Information By submitting an SOQ, the submitting Vendor certifies that it has reviewed the entire RFQ, including Appendix I and Appendix 2, if awarded the Agreement, agrees to be bound by all terms and conditions contained therein. Utility Construction Company, Inc 86-0810765 VENDOR SUBMITTING SOQ FEDERAL TAX ID NUMBER Bob Martin, CCM, Vice President PRINTED NAME AND TITLE AUT ORIZED SIGNATURE 8435 E. Baseline Rd, #106 480-654-3100 / 480-654-8374 ADDRESS TELEPHONE FAX# Mesa, AZ 85209 January 7, 2019 CITY STATE ZIP DATE bobautilityconstructionco.com WEB SITE: www.utilityconstructionco.com E-MAIL ADDRESS: ROC License Numbers and Classifications: AZROC 124023 (A-Gen) , AZROC 200356 (A-17 Ele) AZROC 122544 (L-11 Ele) SMALL, MINORITY, DISADVANTAGED AND WOMEN-OWNED BUSINESS ENTERPRISES(check appropriate item(s): x Small Business Enterprise(SBE) Minority Business Enterprise(MBE) x Disadvantaged Business Enterprise(DBE) Women-Owned Business Enterprise(WBE) Has the Vendor been certified by any jurisdiction in Arizona as a minority or woman-owned business enterprise? If yes,please provide details and documentation of the certification. Please see attached 945164.3 Iv -AZ UTRACS https://utracs.azdot.gov/FirmProfilc?bidderld=11243 Call us:602.712.7761 l Email: AZUTRACS-Support©azdot.gov(mailto:AZUTRACS-Support@azdot.gov) AZUTRACS iQ�, (/Home/) Arizona's Transportation Business Portal Search(DBE) Firm Directory(/Search) l Log in (/Account/Login) Home (/Home) Register/ Renew(/AzUtracsRegistration/) Contract Compliance Tools/Resources Utility Construction Company, Inc. Firm Information • Firm Description v Firm Name: Utility Construction Company,Inc. Electrical Contracting, including electrical system equipment& install,traffic signals, DBA Name: street lights, airport lighting, construction of Firm www.utilityconstructionco.com utility water/sewer lines; Webslte: electrical/communication lines; airport Firm 19442 E Warner Rd runway construction, Boring, building Address: Construction-Commercial Building, bus Mesa,Arizona 85212 Firm County Maricopa Firm Registrations and Certifications Location: Firm Work View Map(/Location AZ UTRACS 11243 Territory: (MapLocationByld/11243) Number: AZ UTRACS 5/22/2021 Primary Suzette Nickum Renewal Date: Contact: Firm Phone: 480-654-3100 DBE Cartifid: ,Yes:' Firm Email: suzette@utilityconstructionco.com ACDSE No Certified: /� Secondary Barbara Dehner I,SBC Rogisbrad :VlesF ,(� Contact: Secondary 480-654-3100 Primary SBC 236220 Phone: NAICS: Secondary barbara@utilityconstructionco.com Email: 1 of 4 1/4/2019,12:51 PM -AZ UTRACS https://utracs.azdot.gav/FirmProfiie?bidderld=11243 DBEIACDBE Certified NAICS and Descriptions • [423320]-Brick, Stone,and Related Construction Material Merchant Wholesalers/[238910]- Construction equipment(except crane)rental with operator/[237130]-Construction management,power and communication transmission line/[237110]-Construction management, water and sewer line/[484220]-Dump trucking(e.g.,gravel,sand,top-soil)/[238210]-Electrical contractors/[237310]-Highway,Street,and Bridge Construction/[237990]-Other Heavy and Civil Engineering Construction/[238110)-Poured Concrete Foundation and Structure Contractors/[238120]-Steel reinforcing contractors Firm Description (see above) : Electrical Contracting, including electrical system equipment & install, traffic signals, street lights, airport lighting, construction of utility water/sewer lines; electrical/communication lines; airport runway construction, Boring, building Construction-Commercial Building, bus shelter/terminal construction, Dust Control, earthwork, drill & excavating - grading, drill shafts, Clearing & Grubbing, concrete Cutting, poured concrete foundations & structures, curb, gutters, sidewalk, driveways; highway, streets & bridges; and site preparation, mobilization; trucking, water truck and dump truck services, paving, asphalt trucking, pipe - roadways, sanitary, culverts, & storm drains, precast concrete, Rebar, reinforcing steel, structural steel. Broker for electrical equipment & wiring, construction materials, parts & products. Broker for brick, stone and related materials. Manufacture Light Fixtures, construction wholesale supplier. 2 of 4 114/2019, 12:51 PM -AZ UTRACS https:.:/utracs.azdot.gov/FirmProfile?bidderId 11243 Firm Capabilities la Learn More Work Category Name Work Category Name Airport Runway Construction Lighting/Electrical System Airport Runway Lighting Equipment Boring Lighting/Electrical System Installation Building Construction-Commercial Building Manufacturer-Light Fixtures Bus Shelter/Terminal Construction Mobilization Clearing&Grubbing-Building Paving-Asphalt-Trucking Demolition Pipe-Roadway Clearing And Grubbing-Tree Pipe-Sanitary Removal Pipe Culvert, Storm Drain Clearing And Grubbing(Not Tree Precast Concrete Removal) Rebar Concrete Cutting Reinforcing Steel Construction Wholesale Supplier Structural Steel Culverts Supplier/Broker-Construction Curb. Gutter, Sidewalk, Driveways Materials and Equipment(No Curbs&Gutters- installation) Building/Structures Supplier/Broker-Electrical Demolition/Removal Equipment(includes Light bulbs) Drill&Excavate Traffic Signals, Lighting,Fms Drilled Shafts (Equipment) Dust Control Traffic Signals,Lighting,Fms Earthwork (Installation) Truck Driver(except owner Electrical operators) Excavating-Grading Truck Leasing with Driver Grading /Construction equipment(except Jacking, Boring Pipe crane)rental with operator Trucking Utilities-Communication& Electrical Utilities-Water&Sewer Water Lines,Sanitary Sewer 3of4 1?4.2019, 12:51 PM -AZ UTRACS https://utracs.azdot.gov/FirmProfile?bidderld-'11243 Contact Information For Participating UCP Members ADOT (g) (ity of Arizona Department of Transportation City of Phoenix y Business Engagement and City of Phoenix T U(S l)N Compliance Office Equal Opportunity Department City of Tucson 1801 W Jefferson#101. MD154A Business Relations Division Department of Procurement Phoenix,AZ 85007 251 W. Washington St.7th Floor 255 W.Alameda,6th Floor 602.712.7761 Phoenix,AZ 85003 P.O.Box 27210 602.262.6790 or Tucson,AZ 85726-7210 602.534.1557/TTY) 520.791.4593 or 520.837.4000 Select Language E • This website is maintained by the Arizona Department of Transportation(http://azdot.gov). ©2019-ADOT UTRACS Application 4of4 1/4/2019, 12:51 PM EXHIBIT B TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND UTILITY CONSTRUCTION COMPANY, INC. [Scope of Work] See following page(s). Vendor may be asked to provide some or all of services of installation, demolition, removal and disposal of the following: a. Buildings & improvements b. Slabs/foundations c. Walls/flooring/roofing d. Debris e. Doors/windows f. Canopies/shades g. Ramps h. Steps i. Fences/gates j. Playground equipment and surfaces k. Sport fields,turf, bleachers and structures 1. Plumbing/sprinklers m. Lighting n. All wiring, plumbing, conduit o. Fixtures and equipment p. Park benches, ramadas and picnic tables q. Other construction-related projects and materials as needed EXHIBIT C TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND UTILITY CONSTRUCTION COMPANY, INC. [Sample Job Order] J,4,KAIN4, TOWN OF FOUNTAIN HILLS, ARIZONA Community Services Department JOB ORDER Job Order No. Contract No. Project No. THIS JOB ORDER is made and entered into on the day of , 20_, by and between Town of Fountain Hills,an Arizona municipal corporation("Town")and the"Contractor"designated below. This Job Order is entered in to pursuant to and incorporates herein the terms and provisions of the Job Order Master Contract No. , dated , 20 , between Town and Contractor ("Master Contract"). Upon full execution of this Job Order,the Job Order,together with the Master Contract(including all of the Contract Documents as defined therein), shall be the Contract between the Parties for the construction work specified herein ("Work"). Town and Contractor agree as follows: TOWN: Town Project Manager: Telephone: Fax: E-mail: CONTRACTOR: (Name) (Address) Arizona ROC No.: Federal Tax ID No.: Contractor Representative: Telephone: Fax: E-mail: DESIGN PROFESSIONAL: (Name) (Address) Design Professional Representative: Telephone: Fax: E-mail: PROJECT DESCRIPTION: PROJECT SITE ADDRESS/LOCATION: SCOPE OF WORK AND PROJECT SCHEDULE/DURATION: Attached Exhibit A (Including any Preconstruction and/or Design Services under Article 17) CONTRACT PRICE FOR WORK: The Fixed Price of$ • or Guaranteed Maximum Price/GMP(Open Book)of$ LIQUIDATED DAMAGES(IF ANY): [PM to Check any that apply] Substantial Completion Amount$ /day Final Completion Amount$ /day Pursuant to MAG§ 108.9 CONTRACTOR'S MARK-UP AND PROJECT SCHEDULE OF VALUES Attached Exhibit B UNIQUE INSURANCE AND/OR BOND REQUIREMENTS(IF ANY): Attached Exhibit C UNIQUE PROJECT SPECIFIC CONDITIONS(IF ANY): Attached Exhibit D LIST OF PROJECT PLANS AND SPECIFICATIONS(IF ANY): Attached Exhibit E IN WITNESS WHEREOF, the parties hereto have executed this Job Order through their duly authorized representatives and bind their respective entities as of the effective date. "Town" TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation Signature Name Title ATTEST: Signature Name Title "CONTRACTOR" jNameJ Signature Name Title EXHIBIT A—SCOPE OF WORK AND PROJECT SCHEDULE/DURATION 1. Scope of Work: 2. Schedule: EXHIBIT B—CONTRACTOR'S MARK-UP COEFFICIENTS AND PROJECT SCHEDULE OF VALUES (To be provided by Contractor for each Job Order in the following form) Self-Performed work(including any direct purchases or other miscellaneous costs to the JOC)— Mark-up Direct Cost of the Individual Project(Delivery Order)Value $0-$49,999 $50,000- $100,000- $200,000- $500,000- $1,000,000+ $99,999 $199,999 $499,999 $999,999 Coefficient <x.xx> <x.xx> <x.xx> <x.xx> <x.xx> <x.xx> Subcontracted Work—Mark-up Direct Cost of the Individual Project(Delivery Order)Value $0-$49,999 $50,000- $100,000- $200,000- $500,000- $1,000,000+ $99,999 $199,999 $499,999 $999,999 Coefficient <x.xx> <x.xx> <x.xx> <x.xx> <x.xx> <x.xx> [continued on next page] Project Schedule of Values (Sample) 1 GENERAL CONDITIONS SUB-CONTRACTOR OR SUPPLIER PROJECT MANAGER hours per week $0.00 FIELD SUPERVISION hours per week $0.00 TEMPORARY FACILITIES(attach a list of specific cost breakdown) $0.00 SITE SAFETY $0.00 EQUIPMENT RENTAL(attach a list of specific cost $0.00 breakdown) PERMITS $0.00 Sub Total-GENERAL CONDITIONS $0.00 SUB CONTRACTOR COSTS 2 SITE WORK $0.00 3 CONCRETE $0.00 4 MASONRY $0.00 5 METALS $0.00 6 WOOD&PLASTICS $0.00 7 THERMAL&MOISTURE PROT. $0.00 8 DOORS&WINDOWS $0.00 9 FINISHES $0.00 10 SPECIALTIES $0.00 11 EQUIPMENT $0.00 12 FURNISHINGS $0.00 13 SPECIAL CONSTRUCTION $0.00 14 CONVEYING SYSTEMS $0.00 15 MECHANICAL $0.00 16 ELECTRICAL $0.00 Sub Total-SUB CONTRACTOR COSTS $0.00 SCOPE OF SELF PERFORMED WORK:(describe) LABOR COST for SELF-PERFORMED WORK: $0.00 MATERIALS COST for SELF-PERFORMED WORK: $0.00 OTHER MISC COSTS: (describe) $0.00 $0.00 Sub Total-SELF-PERFORMED WORK AND $0.00 OTHER MISC COSTS ALLOWANCES OR CONTINGENCY AMOUNTS $0.00 i (PROVIDE LIST) GRAND TOTAL $0.00 EXHIBIT C—UNIQUE INSURANCE AND/OR BOND REQUIREMENTS(IF ANY) {Provide any additional insurance requirements beyond the Standard Insurance Requirements, and/or bond requirements for the Project once approved by to confirm adequate insurance and bond coverages for this Project] EXHIBIT D—PROJECT SPECIFIC CONDITIONS {To be completed by PM from the specific Project requirements and specifications) EXHIBIT E—LIST OF PROJECT PLANS AND SPECIFICATIONS(IF ANY): {To be completed by PM if applicable) 47) ACOREP CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 3/18/2019 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. 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). PRODUCER CONTACT Crest Insurance Group, LLC PHONE Diane Walsh FAX 5285 E Williams Cir. Ste 4500 (A/C.No.Extl:480-689-5339 (A/C,No): Tucson AZ 85711 ADDRESS: DWalsh@crestins.com INSURER(S)AFFORDING COVERAGE NAIC N INSURER A:Continental Insurance Company •35289 INSURED 7OUTILCON INSURER B:United Fire&Casualty 13021 Gtilityate Caynsarner, Company, Inc INSURER C:American Mining Insurance Company 15911 Gateway Warner, LLC PO Box 1820 INSURER D: Queen Creek AZ 85142 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1969170400 REVISION NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W LIMITS LTR INSD VD POLICY NUMBER (MM/DD/YYYYI (MM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY Y Y 6014740478 7/1/2018 7/1/2019 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $100,000 _ X 5,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X Fla PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y Y 60492641 7/1/2018 7/1/2019 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ — OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) A X UMBRELLA LIAB OCCUR 6046348471 7/1/2018 7/1/2019 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ C WORKERS COMPENSATION Y BAWC287401 7/1/2018 7/1/2019 X PER ERH- C AND EMPLOYERS'LIABILITY Y/N AMWC287301 7/1/2018 7/1/2019 STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Physical Damage 60492641 7/1/2018 7/1/2019 Comp/Coll Ded: $1,000 B Scheduled Equipment 60492641 7/1/2018 7/1/2019 Value:Listed Below DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Certificate holder and others when required in a written contract or agreement are Additional Insured(General Liability&Automobile Liability)including Products Completed.Coverage is Primary&Non-Contributory(General Liability).Waiver of Subrogation(General Liability,Automobile Liability&Workers Compensation)applies.This form is subject to all policy forms,terms,endorsements,conditions definitions&exclusions. The Town,its agents,representatives,officers,directors,officials and employees are included as additional insureds when required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The Town of Fountain Hills 16705 East Avenue of Fountains AUTHORIZED REPRESENTATIVE Foutain Hills AZ 85268 &Flit, R:#*cAW ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. unless paragraph B. below applies, 1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named Insured's ongoing operations as specified in such written contract; or 2. bodily injury or property damage caused in whole or in part by your work and included in the products- completed operations hazard, and only if a. the written contract requires the Named Insured to provide the additional insured such coverage;and b. this coverage part provides such coverage. B. bodily injury,property damage, or personal and advertising injury arising out of your work described in such written contract, but only if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037. II. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. a III. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. 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; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary,excess, contingent or any other basis. However, if this insurance is required by written CNA75079XX(1-15) Policy No: 6 014 74 047s Page 1 of 2 Endorsement No: s The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement contract to be primary and non-contributory, this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense,or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX(1-15) Policy No: 6014740478 Page 2 of 2 Endorsement No: 5 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured -Primary And Non-Contributory To Additional Insured's Insurance 3. Bodily Injury—Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Broadened Liability Coverage For Damage To Your Product And Your Work 7. Contractual Liability- Railroads 8. Electronic Data Liability 9. Estates, Legal Representatives and Spouses 10. Expected Or Intended Injury—Exception for Reasonable Force 11. General Aggregate Limits of Insurance—Per Project 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures/Partnership/Limited Liability Companies 15. Legal Liability — Damage To Premises / Alienated Premises / Property In The Named Insured's Care, Custody or Control 16. Liquor Liability 17. Medical Payments 18. Non-owned Aircraft Coverage 19. Non-owned Watercraft 20. Personal And Advertising Injury—Discrimination or Humiliation 21. Personal And Advertising Injury-Contractual Liability 22. Property Damage-Elevators 23. Supplementary Payments 24. Unintentional Failure To Disclose Hazards � 25. Waiver of Subrogation—Blanket MEOW 26. Wrap-Up Extension: OCIP CCIP, or Consolidated (Wrap-Up) Insurance Programs - CNA74705XX(1-15) Policy No: 6014740478 Page 1 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through H. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement;or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through H. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by,on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. D. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The CNA74705XX(1-15) Policy No: 6014740478 Page 2 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by,on behalf of, or for such additional insured. E. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by,on behalf of, or for such additional insured. G. State or Governmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or pN c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. H. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor,presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only MOM with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: CNA74705XX(1-15) Policy No: 6014740478 Page 3 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Indudes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or CNA74705XX(1-15) Policy No: 6014740478 Page 4 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory,excess, contingent or otherwise,which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation;or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above,this insurance does not apply to: • a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 6. BROADENED LIABILITY COVERAGE FOR DAMAGE TO YOUR PRODUCT AND YOUR WORK A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusions k. and I.and replace them with the following: This insurance does not apply to: k. Damage to Your Product Property damage to your product arising out of it, or any part of it except when caused by or resulting from: (1) fire; (2) smoke; (3) collapse; or (4) explosion. I. Damage to Your Work Property damage to your work arising out of it, or any part of it and included in the products-completed operations hazard. This exclusion does not apply: (1) If the damaged work, or the work out of which the damage arises, was performed on the Named Insured's behalf by a subcontractor; or CNA74705XX(1-15) Policy No: 6014740478 Page 5 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement (2) If the cause of loss to the damaged work arises as a result of: (a) fire; (b) smoke; (c) collapse; or (d) explosion. B. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most the Insurer will pay under Coverage A for the sum of damages arising out of any one occurrence because of property damage to your product and your work that is caused by fire, smoke, collapse or explosion and is included within the product-completed operations hazard. This sublimit does not apply to property damage to your work if the damaged work, or the work out of which the damage arises,was performed on the Named Insured's behalf by a subcontractor. C. This Broadened Liability Coverage For Damage To Your Product And Your Work Provision does not apply if an endorsement of the same name is attached to this policy. 7. CONTRACTUAL LIABILITY—RAILROADS With respect to operations performed within 50 feet of railroad property, the definition of insured contract is replaced by the following: Insured Contract means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner is not an insured contract; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to the Named Insured's business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.does not include that part of any contract or agreement: (1) That indemnifies an architect,engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection,architectural or engineering activities. 8. ELECTRONIC DATA LIABILITY CNA74705XX(1-15) Policy No: 6014740478 Page 6 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion p. Electronic Data and replace it with the following: This insurance does not apply to: p. Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1) any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data that does not result from physical injury to tangible property. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of bodily injury, This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relation expenses or any other loss, cost or expense incurred by the Named Insured or others arising out of that which is described in Paragraph(1)or(2)above. B. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most the Insurer will pay under Coverage A for all damages arising out of any one occurrence because of property damage that results from physical injury to tangible property and arises out of electronic data. C. The following definition is added to DEFINITIONS: Electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. D. For the purpose of the coverage provided by this ELECTRONIC DATA LIABILITY Provision, the definition of property damage in DEFINITIONS is replaced by the following: m Property damage means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; g b. Loss of use of tangible property that is not physically Inured.All such loss of use shall be deemed to occur at � 9� P I� Y pY � Y� 1 the time of the occurrence that caused it;or c. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate electronic data, resulting from physical injury to tangible property. All such loss of electronic data shall be deemed to occur at the time of the occurrence that caused it. For the purposes of this insurance, electronic data is not tangible property. E. If Electronic Data Liability is provided at a higher limit by another endorsement attached to this policy, then the $100,000 limit provided by this ELECTRONIC DATA LIABILITY Provision is part of, and not in addition to, that higher limit. 9. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy, provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for CNA74705XX(1-15) Policy No: 601474047E Page 7 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Indudes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. 10. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 11. GENERAL AGGREGATE LIMITS OF INSURANCE- PER PROJECT A. For each construction project away from premises the Named Insured owns or rents, a separate Construction Project General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of: 1. All damages under Coverage A, except damages because of bodily injury or property damage included in the products-completed operations hazard; and 2. All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Construction Project General Aggregate Limit of any other construction project. B. All: 1. Damages under Coverage B, regardless of the number of locations or construction projects involved; 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single construction project, except damages because of bodily injury or property damage included in the products-completed operations hazard; and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single construction project, will reduce the General Aggregate Limit shown in the Declarations. C. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Construction Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a particular construction project. D. 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 shown in the Declarations, regardless of the number of projects involved. CNA74705XX(1-15) Policy No: 6014740478 Page 8 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement E. If a single construction project away from premises owned by or rented to the Insured has been 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. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. 12. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. 'Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period, All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to: I. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: s Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions: This insurance does not apply to: IMMO Discrimination arda any actual or alleged discrimination, humiliation or harassment, including but not limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud CNA74705XX(1-15) Policy No: 6014740478 Page 9 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance,situation,transaction, event, advice or decision will be considered to constitute a single occurrence; III. amend the definition of Insured to: a. add the following: the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and CNA74705XX(1-15) Policy No: 6014740478 Page 10 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs(a), (b), (c)and(d)of Paragraph 2.a.(1)of WHO IS AN INSURED. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 14. JOINT VENTURES/PARTNERSHIP I LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations, except that if the Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company; and If the joint venture, partnership or limited liability company is or was insured under a consolidated (wrap-up) insurance program, then such insurance will always be considered valid and collectible for the purpose of paragraph c. above. But this provision will not serve to exclude bodily injury, property damage or personal and advertising injury that would otherwise be covered under the Contractors General Liability Extension Endorsement provision entitled WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS. Please see that provision for the definition of consolidated(wrap-up) insurance program. 15. LEGAL LIABILITY — DAMAGE TO PREMISES I ALIENATED PREMISES I PROPERTY IN THE NAMED INSURED'S CARE, CUSTODY OR CONTROL A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion j. Damage to Property in its entirety and replace it with the following: This insurance does not apply to: CNA74705XX(1-15) Policy No: 6014740478 Page 11 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement j. Damage to Property Property damage to: (1) Property the Named Insured owns, rents, or occupies, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises the Named Insured sells, gives away or abandons, if the property damage arises out of any part of those premises; (3) Property loaned to the Named Insured; (4) Personal property in the care, custody or control of the Insured; (5) That particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on the Named Insured's behalf are performing operations, if the property damage arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire)to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. Paragraph(2)of this exclusion does not apply if the premises are your work. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to property damage included in the products-completed operations hazard. Paragraphs(3)and(4)of this exclusion do not apply to property damage to: i. tools,or equipment the Named Insured borrows from others, nor ii. other personal property of others in the Named Insured's care, custody or control while being used in the Named Insured's operations away from any Named Insured's premises. However,the coverage granted by this exception to Paragraphs(3)and(4)does not apply to: a. property at a job site awaiting or during such property's installation,fabrication, or erection; b. property that is mobile equipment leased by an Insured; c. property that is an auto,aircraft or watercraft; d. property in transit;or e. any portion of property damage for which the Insured has available other valid and collectible insurance, or would have such insurance but for exhaustion of its limits, or but for application of one of its exclusions. A separate limit of insurance and deductible apply to such property of others. See LIMITS OF INSURANCE as amended below. CNA74705XX(1-15) Policy No: 6014740478 Page 12 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE. C. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $25,000 is the most the Insurer will pay under Coverage A for damages arising out of any one occurrence because of the sum of all property damage to borrowed tools or equipment, and to other personal property of others in the Named Insured's care, custody or control, while being used in the Named Insured's operations away from any Named Insured's premises. The Insurer's obligation to pay such property damage does not apply until the amount of such property damage exceeds$1,000. The Insurer has the right but not the duty to pay any portion of this$1,000 in order to effect settlement. If the Insurer exercises that right, the Named Insured will promptly reimburse the Insurer for any such amount. D. Paragraph 6., Damage To Premises Rented To You Limit, of LIMITS OF INSURANCE is deleted and replaced by the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under Coverage A for damages because of property damage to any one premises while rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, including contents of such premises rented to the Named Insured for a period of 7 or fewer consecutive days.The Damage To Premises Rented To You Limit is the greater of: a. $500,000;or b. The Damage To Premises Rented To You Limit shown in the Declarations. E. Paragraph 4.b.(1)(a)(ii)of the Other Insurance Condition is deleted and replaced by the following: (II) That is property insurance for premises rented to the Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care,custody or control; 16. LIQUOR LIABILITY Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Liquor Liability. This LIQUOR LIABILITY provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 17. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: ENEE 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C— Medical Payments for all medical expenses because of bodily injury sustained by any one person.The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: $N,NNN,NNN,NNN; or (2) the amount shown in the Declarations for Medical Expense Limit. CNA74705XX(1-15) Policy No: 6014740478 Page 13 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 18. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 19. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 20. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS,the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured;or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: CNA74705)0((1-15) Policy No: 6014740478 Page 14 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/0l/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • - Provision 1. ADDITIONAL INSURED of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. This PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 21. PERSONAL AND ADVERTISING INJURY-CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability. B. Solely for the purpose of the coverage provided by this PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY provision, the following changes are made to the section entitled SUPPLEMENTARY PAYMENTS—COVERAGES AAND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply if Coverage B—Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. CNA74705XX(1-15) Policy No: 6014740478 Page 15 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the$250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 25. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 26. WRAP-UP EXTENSION: OCIP,CCIP,OR CONSOLIDATED(WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.)is attached,then the following changes apply: A. The following wording is added to the above-referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor CNA74705XX(1-15) Policy No: 6014740478 Page 16 of 17 Endorsement No: 1 The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement 2. Bodily injury or property damage included within the products-completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4.Other Insurance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. C. DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.)or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. This WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. gi All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and a expires concurrently with said Policy. CNA74705XX(1-15) Policy No: 6014740478 Page 17 of 17 Endorsement No: a. The Continental Insurance Co. Effective Date: 04/01/2017 Insured Name:UTILITY CONSTRUCTION COMPANY, INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WESTFIELD • SM SERIES BUSINESS AUTO ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE The coverage provided by this endorsement is summarized below and is intended to provide a general coverage description only. For the details affecting each coverage, please refer to the terms and condi- tions in this endorsement. A. Who Is An Insured broadened: • Additional Insured by Contract, Agreement or Permit • Legally Incorporated Subsidiaries • Newly Acquired Organizations B. Supplementary Payments • Bail Bonds - $5000 • Loss of Earnings - $500 C. Fellow Employee Exclusion Amendment D. Coverage Extensions • Transportation Expenses • Personal Effects (Excess Basis) E. Additional Coverages • Expenses paid for returning a stolen covered auto • Fire Department Service Charge F. Airbag Coverage -Accidental Discharge G. Glass Repair - Waiver of Deductible H. Knowledge and Notice of an Accident, Claim or Suit I. Unintentional Failure To Disclose Hazards J. Worldwide Coverage K. Definitions • Bodily Injury Redefined In addition to the policy amendments contained in A. through K. listed above, the endorsements listed below will automatically be attached to your policy to complete the coverage provided by the Signature Series Business Auto Endorsement: • Audio. Visual and Data Electronic Equipment Coverage Added Limits - CA 99 60 • Auto Loan/Lease Gap Coverage - CA 20 71 • Drive Other Car Coverage - Broadened Coverage For Named Individuals - (Executive Officers/Spouses) - CA 99 10 • Employee Hired Autos - CA 20 54 • Employees As Insureds - CA 99 33 • Hired Auto Physical Damage (Refer to Auto Declarations page) • Rental Reimbursement Coverage - CA 99 23 • Waiver of Transfer of Rights of Recovery (Waiver of Subrogation) - CA 04 44 A. WHO IS AN INSURED BROADENED 50% of the voting stock on the ef- SECTION II - COVERED AUTOS LIABILITY festive date of this endorsement. COVERAGE, item A. Coverage, 1. Who Is An However, "insured" does not include Insured is amended to include the following any subsidiary that is an "insured" additional paragraphs: under any other liability policy or would be an "insured" under such a d. Any legally incorporated subsidiary policy but for its termination or the of yours in which you own more than exhaustion of its limit of insurance. CA 70 77 10 13 Page 1 of 3 Coverage under this provision is af- C. FELLOW EMPLOYEE EXCLUSION AMEND- forded only for the first 180 days af- MENT ter you acquire or form the SECTION II - COVERED AUTOS LIABILITY organization or until the end of the COVERAGE, item B. Exclusions, 5. Fellow policy period, whichever comes first. Employee does not apply if the "bodily injury" results from the use of a covered "auto" you e. Any organization you newly acquire own or hire. or form, other than a partnership or joint venture, and over which you D. COVERAGE EXTENSIONS maintain ownership or a majority in- SECTION III - PHYSICAL DAMAGE COVER- terest. However, coverage under AGE, Item A. Coverage, 4. Coverage Exten- this provision: sions, a. Transportation Expenses is replaced (1) Does not apply if the organiza- with the following: tion you acquire or form is an a. Transportation Expenses "insured" under another auto li- ability policy or would be "in- We will pay up to $100 per day to a sured" under such a policy but maximum of $1,800 for transporta- for its termination or the ex- tion expense incurred by you be- haustion of its limits of insur cause of the total theft of a covered "auto" of the private passenger type. ance; We will pay only for those covered (2) Does not apply to "bodily injury" "autos" for which you carry either or "property damage" that oc- Comprehensive or Specified Causes tutted before you acquired or of Loss Coverage. We will pay for formed the organization; and transportation expenses incurred during the period beginning 48 hours (3) Is afforded only for the first 180 after the theft and ending, regardless days after you acquire or form of the policy's expiration, when the the organization or until the end covered "auto" is returned to use or we pay for its "loss". of the policy period, whichever comes first. The following is added to Item 4. Cover- age Extensions: f. Any person or organization with whom you agreed in writing in a c. Personal Effects contract, agreement or permit, to We will pay up to $500 for the "loss" provide insurance such as is af- of your personal effects that are forded under this policy. contained in a covered "auto" due to This provision only applies if the the total theft of the covered "auto." written contract or agreement has We will pay only for those personal been executed or permit has been effects that are contained in covered issued, prior to the "bodily injury" or "autos" for which you carry either issued, "property damage". Comprehensive or Specified Causes Of Loss Coverage. B. SUPPLEMENTAL PAYMENTS Our payment for"loss" of or damage SECTION II - COVERED AUTOS LIABILITY to personal effects will apply only on an excess basis over other collect- COVERAGE, item A. Coverage, 2. Coverage ible insurance. Extensions, a. Supplementary Payments, sub- paragraphs (2) and (4) are deleted and re- E. ADDITIONAL COVERAGES placed with the following: SECTION III - PHYSICAL DAMAGE COVER- (Z) Up to $5,000 for cost of bail COVER- AGE, A. Coverage, is amended to include the following additional coverage items: bonds (including bonds for re- lated traffic law violations) re- 5. We will pay the expense of returning a quired because of an "accident" stolen covered "auto" to you. we cover. We do not have to furnish these bonds. 6. Fire Department Service Charge When a fire department is called to save (4) All reasonable expenses in- or protect a covered "auto", its equip- curred by the "insured" at our ment, its contents or occupants from a request, including actual loss of Covered Cause Of Loss, we will pay up earnings up to $500 per day be- to $1,000 for your liability for Fire De- cause of time off from work. partment Service Charges: CA70771013 Page 2 of 3 (a) Assumed by contract or agreement mean that you have such know- prior to loss; or ledge, unless receipt of such documents is known to you, any (b) Required by local ordinance_ of your executive officers or partners or your insurance No deductible applies to this additional coverage. manager. F. AIRBAG COVERAGE - ACCIDENTAL DIS- CHARGE HAZARDS SECTION III - PHYSICAL DAMAGE COVER- Under SECTION IV - BUSINESS AUTO CON- AGE, Item B. Exclusions, subparagraph 3.a. DITIONS, B. General Conditions, 2. is deleted and replaced with the following: Concealment, Misrepresentation Or Fraud is amended to include the following additional a. Wear and tear, freezing, mechanical paragraph: or electrical breakdown. If you unintentionally fail to disclose any Mechanical breakdown does not ap- hazards existing at the inception date of ply to the accidental discharge of an your policy, we will not deny coverage airbag. under this Coverage Part because of G. GLASS REPAIR - WAIVER OF DEDUCTIBLE such failure. SECTION III - PHYSICAL DAMAGE COVER- J. WORLDWIDE COVERAGE AGE, item D. Deductible the following para- Under SECTION IV - BUSINESS AUTO CON- graph is added: DITIONS, B. General Conditions, 7. Policy No deductible shall apply to glass dam- Period, Coverage Territory, subparagraph (5) age if the glass is repaired rather than is deleted and replaced with the following: replaced. (5) Anywhere in the world, if: H. KNOWLEDGE AND NOTICE OF AN ACCI- DENT, CLAIM OR SUIT (a) A covered "auto" of the private passenger type is leased, hired, SECTION IV -BUSINESS AUTO CONDITIONS, rented or borrowed without a Item A. Loss Conditions is amended as fol- driver for a period of 45 days or lows: less; and Subparagraph a. under Item 2. Duties In (b) The "insured's" responsibility to The Event Of Accident, Claim, Suit Or pay damages is determined in Loss, is amended to include the following a "suit" on the merits, in the paragraphs: United States of America, Puerto Rio or Canada or in a This requirement applies when the settlement we agree to. "accident," claim, "suit" or "loss" is first known to: (c) If, for such "autos" a "suit" is (1) You, if you are an individual; brought outside the territory de- scribed in 7.(1) through 7.(4) (2) A partner, if you are a partner- above, we will reimburse the ship; or insured for defense expenses incurred with our written con- (3) An executive officer or insur- sent, but we will make no pay- ance manager, if you are a cor- ment, nor will we reimburse the poration. insured for damages. Subparagraph b.(2) under 2. Duties In K. DEFINITIONS The Event Of Accident, Claim, Suit Or Under SECTION V - DEFINITIONS, Item C. is Loss is amended as follows: replaced by the following: (2) Immediately send us copies of any request, demand, order, C. "Bodily injury" means bodily injury, sick- notice, summons or legal paper ness or disease sustained by a person, received concerning the claim including mental anguish, mental injury or "suit." or death resulting from any of these. "Bodily injury" includes mental anguish Your employees may know of or other mental injury resulting from documents received concerning "bodily injury". a claim or "suit". This will not CA 70 77 10 13 Page 3 of 3 POLICY NUMBER: TRA 3855642 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply un- less modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): Automatic Status when required by Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Oth- ers To Us Condition does not apply to the person(s) or organization(s) shown in the Sched- ule, but only to the extent that subrogation is waived prior to the "accident" or the 'loss" under a contract with that person or organization. CO insurance Services Office, Inc, 2011 CA 04 44 10 13 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 07/01/2018 Policy No. BAWC287401 Endorsement No. Insured Utility Construction Company, Inc. Premium Insurance Company Berkley National Insurance Company Countersigned by WC 00 03 13 (Ed. 4-84) ®1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 07/01/2018 Policy No. AMIC287301 Endorsement No. Insured Utility Construction Company, Inc. Premium Insurance Company American Mining Insurance Company Countersigned by WC 00 03 13 (Ed. 4-84) o 1983 National Council on Compensation Insurance.