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Home My WebLink AboutC2019-006F2 Contract No. 2019-006F2 JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HARDISON/DOWNEY CONSTRUCTION,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 Hardison/Downey Construction, 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 of any subject 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: Hardison/Downey Construction, Inc. 6150 North 16th Street, Suite A Phoenix, Arizona 85016 Attn: Pat Downey, Executive 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 L Grady E. Mille , To Manager ATTEST: (/� Elizabeth A ur e, Town Clerk APPROV AS TO FORM: aron D. Arnson, Tow Attorney (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On `trlavtdc— , 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 SL ? � '.. PATRICIA JO TEAOAL VO Cammlic.S to of 0 VCR r (Notary public-State of Arizona MARICOPA COUNTY Notary Public My comm.expires Dec.8,2020 (Affix notary seal here) [SIGNATURES CONTINUE ON FOLLOWING PAGES] 18 "Contractor" HARDISON/DOWNEY CONSTRUCTION, INC. a(n) Arizona corporation Name: ari-N '-- M/ARsP1 Title: i I cA res1dCn.f of- O ra'hh*rLS (ACKNOWLEDGMENT) STATE OF (-Kt-7 ors ) ) ss. COUNTY OF\'\--)GC\copa ) • On 1 'c1,) (4, ,2019,before me personally appeared H c her' fl1x4) they, 1�. 0-c 6 Qe,rafi•,o n$ of HARDISON/DOWNEY CONSTRUCTION, 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 signed the above document on behalf of the corporation. o U io �• Nopc64.6,t, Notary Public (Affix notary seal here) DEBRA E•WO L �• Nde„y Pub1c-stabs why MARCommi�PA c909 ExPims*WI A,"" 19 EXHIBIT A TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HARDISON/DOWNEY CONSTRUCTION, INC. [SOQ] See following pages. Copy 3 of 3 STATEMENT OF QUALIFICATIONS General Construction Services - CS2019-006 Town of Fountain Hills 1 hardison downey construction , Inc . GENERAL CONSTRUCTION SERVICES Town of Fountain Hills INDEX 1 STATEMENT OF QUALIFICATIONS 2 APPENDIX a I 3 I I J hardison/downey construction Inc 11 GENERAL CONSTRUCTION SERVICES Town of Fountain Hills A. GENERAL INFORMATION A.1.One page cover letter as described in Section 1.2(C). January 7,2019 Town Clerk 16705 East Avenue of the Fountains Fountain Hills,AZ 85268 Dear Mr.Snipes&Ms.Goodwin: hardison/downey construction is pleased to submit the attached Statement of Qualifications for the Town of Fountain Hills General Construction Services. We offer the Town an exceptional team with expertise in job order contract work for public and private clients.We are a locally-owned business with a direct, hands-on approach to project management and long standing relationships with local trade partners,vendors and suppliers. ) WHAT WE VALUE We are selective about our clients and carefully monitor our workload,which enables us to give each project the focus and attention it deserves,and to approach our relationships with clients and trade partners in a true team spirit.This business philosophy is responsible for the fact that the vast majority of our work is with repeat clients and word-of- mouth referrals. .J DEDICATED SERVICE GROUP hardison/downey has the unique ability to offer you the expertise of our in-house Service Group,something that sets 3 us apart from our competitors.This group of folks is solely dedicated to servicing clients for small projects that require quick mobilization and turnaround.Our experienced key personnel bring to the Town deep resumes of similar type of JOC work for the City of Phoenix and Arizona State University,as well as Continuing Services work in the private sector for clients such as GoDaddy,Discount Tire Corporate Offices,and Desert Mountain Club. CORPORATE STRENGTH In late 2010,hardison;downey became a wholly-owned subsidiary of Kitchell Corporation.Through this acquisition,we are fortunate to share the benefits of Kitchell's expertise and financial stability,while still operating as an independent mid-sized contractor offering flexibility,low overhead,quick decision-making,streamlined processes and a horizontal organizational structure. While our body of work illustrates compatibility and award-winning projects, our highest value is in our service. hardison/downey has been consistently recognized for a healthy process -focused,inclusive and proactive.We look forward to discussing our capabilities more with you. Regards: Pat Downey I Executive Vice President 602.366.1202 I pdowney@hardisondowney.com hardisontlowney- conalructlon. 'nc l/ GENERAL CONSTRUCTION SERVICES Town of Fountain Hills A.2.Provide Vendor identification information.Explain the Vendor's legal organization.Provide SOQ contact information. hardison'downey construction, inc. 'Federal Tax ID #: 86-0511329) is a licensed, bonded, and insured contractor corporation located at 6150 N.16th Street,Suite A,Phoenix,AZ 85016.We are also a wholly-owned subsidiary of Kitchell Corporation, a 65+ year old employee-owned company that offers general contracting, project and construction management,engineering and architectural services,custom home building and environmental services Through this acquisition,we are fortunate to share the benefits of Kitchen's expertise and financial stability,while still operating as an independent mid-sized contractor offering flexibility,low overhead,quick decision-making,streamlined processes and a horizontal organizational structure. Project Director Eric Rogers can be contacted concerning any further communications regarding this SOQ.His contact information below: Eric Rogers-6150 N.16th Street,Suite A,Phoenix,AZ 85016 1 602.366.1233 I erogers@hardisondowney.com A.3.Identify location of the Vendor's principal office and local work office. Our principal office is also our local work office and it is located at 6150 N. 16th Street,Suite A,Phoenix,AZ 85016. A.4.Provide general description of the Vendor that is proposing to provide the services,including years in business. hardison/downey construction brings to the Town of Fountain Hills the best the local market has to offer. • Compatible Work:Job Order Contract+Public Projects • Local Presence:Portfolio+Relationships+Reputation • Complimentary Process:Client Engagement+Program Driven Solutions+ Integrated Project Delivery 3 h/dc opened 33 years ago as an alternative for clients who need the expertise and financial stability of a large general contractor,but want the personal service and attention of a small one.The majority of our projects are done on a team build or design/build basis under a negotiated contract.Many of these jobs are fast-track and technically complex. Unlike most of our competitors, we offer a fully in-house service group, which has the experience and capability to complete master agreement service work for both public and private entities alike. We can respond to requests immediately,mobilize quickly and are adept at navigating the ins and outs of processes for public clients. We are selective about our clients and carefully monitor our workload,which enables us to give each project the focus and attention it deserves,and to approach our relationships with clients and trade partners in a true team spirit.This business philosophy is responsible for the fact that the vast majority of our work is with repeat clients and word-of- mouth referrals. For hardison/downey, the bottom line of our business philosophy is long-term relationships with our clients and trade partners achieved through a team approach to projects, quality construction,superior service, competitive prices and integrity in all of our business dealings. A.S.Identify any contract or subcontract held by the Vendor or officers of the vendor that has been terminated within the last five years.Briefly describe the circumstances and the outcome. No contracts have been terminated in the company's history. A.6.identify any claims arising from a contract that resulted in litigation or arbitration within the last five years.Briefly describe the circumstances and the outcome. In late 2017, an unknown third party labor company filed a lien on one of our projects alleging it was owed money by the framer on the project. hardison/downey construction bonded around the lien to protect the Owner.The third party labor company filed a lawsuit.A settlement agreement between the framer and the third party labor company was entered into. All payments to date have been made by the framer to the labor company per the terms of the agreement.Final payment by the framer(less than 520,000),will be made on or before January 15,2019 and all claims resolved.The project is complete and we have been paid in full. hardison/downy_ construction n c // GENERAL CONSTRUCTION SERVICES Town of Fountain Hills A.7.Identify whether Vendor has been debarred by any federal,state,or local government entity within the last five years,including the government entity,the circumstances of the debarment determination,whether the debarment is still in effect,and contact information for the debarring office and officer. hardison/downey has never been debarred by any federal,state,or local government in the company's 33 year history. A.8. Vendor Information Form. See appendix for the completed Vendor Information Form: B. EXPERIENCE & QUALIFICATIONS OF THE VENDOR 81.Provide a detailed description of the Vendor's experience in providing similar services to municipalities or other entities ofa similar size and in a similar climate to the Town within the past five($)years,specifically relating experience with respect to services. We have been self-performing maintenance and warranty services on custom homes and commercial properties for the last 15 years.Superintendents Gary Denny and Clifton Ramsey have self-performed hundreds of service tasks for our clients, as small as $1500 to $200,000, and have built such strong relationship with them that we have annual service contracts in place with numerous corporations and individual homeowners. B.Z.Vendor should demonstrate successful completion of at least three(3)similar projects within the past five years.Provide a list of at least three organizations for which you successfully completed a similar project. SIMILAR PROJECT#1 I DISCOUNT TIRE CORPORATE OFFICES 1 SERVICE MAINTENANCE I OWNER:Discount Tire Pi � CONTRACT DURATION Ongoing since 2003. COMPLETED TASKS Annual tasks completed:10-12($1,500-$200,000/task) Annual overall contract:$250,000 to$1,000,000 /• SCOPE OF WORK • Service and maintenance tasks performed in three facilities in • various spaces,including offices,break rooms,conference rooms, 1 and an airplane hangar.Typical services tasks include but are not limited to the following: • Demolition • Walls • Windows • Glass • Lighting , 11 • Shelvingtilt - ., • • Door systems • Coordination with other trade partners hardisonhtowney construction. -lc GENERAL CONSTRUCTION SERVICES Town of Fountain Hills SIMILAR PROJECT#2 Desert Mountain Club OWNER:Desert Mountain Club -: CONTRACT DURATION • t:Yr Ongoing since 2013. mot. COMPLETED TASKS Annual tasks completed: 10-15 tasks($1,500-$200,000.task) Annual overall contract:$25,000 to 5200,000 SCOPE OF WORK - Service and maintenance tasks performed in five facilities within Desert Mountain Club.Facilities consisted of a variety of indoor Ji'' and outdoor spaces,including custom homes,offices, HOA buildings,golf courses,clubhouses,spa,and showers.Typical service tasks include but are not limited to the following: 7 • Trim • Ducts • Valves • Lighting • Stone work • Bridges on golf course J • Pickle Ball court • Bike racks • Signage • ADA compliant guard rails • t hardison/downey 4 construction Inc ;r GENERAL CONSTRUCTION SERVICES Town of Fountain Hills SIMILAR PROJECT#3 KITCHELL CUSTOM HOMES _. ; ,3- 4-t T1 ,0: OWNER:Various homeowners $ . ;i ler CONTRACT DURATION _ I Ongoing since 2003. COMPLETED TASKS Annual tasks completed: 12-15 homes ($1,500-$200,000/task) Annual overall contract:$15,000 to$600,000 I ;, SCOPE OF WORK Service maintenance and warranty repair services on these homes including regular service maintenance (weekly, every six-month, annually), coordination with house managers, procurement of —r trade partners for larger scope tasks,and management of remodels. == - -- ---- — L Remodel work includes kitchen/bathroom, art gallery spaces, r" ' >w4.! custom millwork refinishing, backup generator installation, etc. " ' Typical service tasks include but are not limited to the following: i- 1`� • AC services r4. 7. i • Cabinets • Drywall i i, �``: :; Windows 3 • Handrails T $ tt • Painting t � ( • Plumbing repairsI • Landscape • Lighting , ',. Tile ` ! ` / i • Roofing ..._. . r • Security devices , 1� • 1>: ' I 1! hardison/clowney_ construction Inc // GENERAL CONSTRUCTION SERVICES Town of Fountain Hills REFERENCE#1 Company/Organization Discount Tire Contact Name Dan Moore,Senior Facilities Manager Contact Info 20225 N.Scottsdale Rd.,Scottsdale,AZ 85255 480.606.6835 daniel.moore@discounttire.com Services Executive offices and conference room remodels. Contract Dates 2003- present REFERENCE#2 Company/Organization Desert Mountain Club _/ Contact Name Clayton DeRonde,Senior Facilities Coordinator Contact Info 39730 E.Cave Creek Rd.,Scottsdale,AZ 85262 602.370.8826 cderonde@desertmt.com Services Rebuilding golf course bridges and large structural repairs. j Contract Dates 2013-present REFERENCE#3 Company/Organization Kitchell Custom Homes Contact Name Don Opatrny,Homeowner Contact Info Client Address Confidential 4 j 307.732.0113 (speak with Betsy Mollinet to reach Don) Client Email Confidential Services Service maintenance on residence. 1 Contract Dates 2003 - present REFERENCE#4 Company/Organization Kitchell Custom Homes Contact Name Jerry Tobin,Homeowner Contact Info Client Address Confidential 602.363.8767 Client Email Confidential Services Service maintenance of three residences for over 14 years. Contract Dates 2003- present hardisonicilowney_ c o n s l r u c I I a n - ,: 11 GENERAL CONSTRUCTION SERVICES Town of Fountain Hills 8.3.Provide license number,classification,and issuance date of all licenses issued by the Arizona Registrar of Contractors applicable to any of the services for which the Vendor is submitting an SOQ. LICENSE NUMBER CLASSIFICATION ISSUE DATE AZ License#069871 B1 Commercial 11/03/1987 AZ License#086190 B Residential 05/03/1990 B.4. The Town's representative may conduct any investigation deemed necessary to determine the Vendor's ability to perform the project.Vendor's may be requested to submit additional documentation within 72 hours(or as specified)to assist the Town in its evaluation. We understand that the Town may conduct investigations and we are willing to provide any additional documentation necessary in the requested time period to assist in the Town's evaluation. C. KEY POSITIONS C.1.Identify each key personnel member that will render services to the Town including the title and relevant experience required, including the proposed Project Manager and Project Engineer. J Eric Rogers w t Project Executive LEED AP . ' Talking Stick Resort Arena StrucLral Upgrades I Phoenix,Arizona "At'.` 1,000,000 SF 151.2 million This project consisted of structural modifications to the Talking St ck Resort Arena in downtown EXPERIENCE Phoenix.The upgrades were made to reinforce the roof trusses to accommodate rigging loads In industry since 1996 up to 200,000 pounds. With firm since 2008 Heritage Garage Repairs I Phoenix,Arizona $„2 goo EDUCATION The scope of this project includes concrete repair of the Northwest column and spandrels at the Bachelor of Architecture Heritage Square Parking Garage The work consists of concrete repair and removal of planter Texas Tech University soil,then repairing in order to maintain a waterproof area using sealant and tiompletrng the project by placing the planter soil back to its original location LEED'AP SPECIFIC QUALIFICATIONS Salt River Service Center Fuel Island I Phoenix,Arizona Public Projects $10.500 Repair work of roof drain corrosion damage to a concrete column on an existing structure The project includes abandonment of the existing drain and wrapping the,,'lumn up to the nearest braJket and bolting it together The existing exterior roof drain trnugh will then be modified w.th an adapter town PVC drain pipe down the side of the column. GoDaddy Continuing Services I Arizona 100000SF1S1 million } On-call services for long-time client GoDaddy at their Scottsdale,Tempe,Phoenix and Gilbert locations Projects included minor to major interior renovations,parking lot reconstruction and phased renovations.All projects were completed within occupied offices and required swing space to maneuver employees during construction. hardison/fdowney_ con stet,alien. trig. r;r GENERAL CONSTRUCTION SERVICES Town of Fountain Hills LisaMarie Lucas f. Project Manager I LEED AP Washington Elementary School District Capital On-Call Projects I Phoenix,Arizona Threes:hoots-TI Ren vations j 5970k Update and renovat on c f classrooms and student restrooms, student gymnasium floorng EXPERIENCE pr,;erts new playground equipment projects shade structure installation,exterior paint and In industry since 1989 landscape and plumbing upgrades for student restrooms,classrooms and library spaces With firm since 2018 The Memphis Zoo Exhibit Renovation Design-Build I Memphis,TN EDUCATION 33 01.70 SF I 51.2-1.-million Design-Build and civil construction for three new enclosures over three years The Primate MS Environmental Sciences Pi.:nic Pavilion,The Nutrition Center and Dragons Lair were all design-engineered designed, Grand Canyon University and built with a team of people including a zoologist,and environmental engineer and a biologist. BA Construction Mgmt, Arizona State University Glendale Public Library Design-Build I Glendale,Arizona 33,500 SF I 58.7 million j LEED LEED•AP Ground up construction containing adult,teen and.hildren's learning areas as well a meeting SPECiFICQUALIFICATIONS rooms,digital adventure areas and outdoor activity space. Use of Light,Light Diversion and Offset,LEED engineering principles. Public Projects A_ � Gary Denny = ;n ;irt, Superintendent Discount Tire Corporate Offices Service Maintenance I Scottsdale,AZ Service and maintenanc e tasks performed in three faulities in various spaces.including offices break rooms conference rooms,and an airplane hangar Typical services tasks Include but are EXPERIENCE not limited to the following:demolition,walls,windows,glass,lighting,shelving,door systems In industry since 1979 and coordination with other trade partners With firm since 2005 Desert Mountain Club Maintenance'Scottsdale,AZ Service and maintenance tasks performed in five facilities within Desert Mountain :flub EDUCATION Facilities consisted of a variety of indoor and outdoor spaces, including custom homes, Mesa High School offices,HOA buildings,and golf courses.Typical service tasks include but are not lim ted to the Mesa,AZ following trim ducts,valves,lighting,stone work bridges on golf:ourse,pickle ball court,bike racks,signage,and ADA compliant guard rails. RSI Refrigeration School Kitchell Custom Homes Warranty and Service Maintenance(Scottsdale,AZ Phoenix,AZ Service maintenance and warranty repair services on 12-15 custom homes including regular service maintenance(weekly,every six-month,annually) warranty repairs, coordination with SPECIFIC QUAUFICATIONS house managers,procurement of trade partners for larger scope tasks and management of Self-performance remodels. Remodel work includes kitchen/bathroom, art gallery spaces, custom millwork refinishing,backup generator installation,etc.Typical service tasks include but a'e not I mited to the following AC services,cabinets,drywall,windows,handrails,painting plumbing repairs, landscape lighting,tile,roofing,and security devices. hardisonhlowney_ construction Inc 11 GENERAL CONSTRUCTION SERVICES Town of Fountain Hills T. Clifton Ramsey Lac Superintendent N DiscountTire Corporate Offices Service Maintenance I Scottsdale,AZ Service and maintenance tasks performed n three fac l ties in various spaces, ncluding ,ffices, break rooms,conference rooms and an airplane hangar.Typical services tasks include but are EXPERIENCE not limited to the following:demolition walls windows,glass,lighting,shelving,door systems, and coordination with other trade partners In industry since 1993 With firm_ince 2017 Desert Mountain Club Maintenance'Scottsdale,AZ Service and maintenance tasks performed n five fac lities within Desert Mountain Club EDUCATION Facilities consisted of a variety of indoor and outdoor spaces, including custom homes, offices,HOA buildings,and golf courses.Typical service tasks include but are not limited to the Carpenter Training Center following:trim,ducts,valves,lighting,stone work,bridges on golf course,pickle ball court,bike Elk Grove,IL racks,signage,and ADA compliant guard rails York High School Kitchell Custom Homes Warranty and Service Maintenance!Scottsdale,AZ Elmhusti IL Service maintenance and warranty repair services on 12 15 custom homes including regular service maintenance(weekly,every six-month annually. warranty repairs,coordination with SPECIFIC QUAUFICATIONS house managers,procurement of trade partners for larger scope tasks,and management of Selfperformancr remodels. Remodel work includes kitchen/bathroom art gallery spaces, custom millwork refinishing,backup generator installation etc Typical service tasks include but are not i meted to the following:AC services,cabinets,drywall,windows handrails,painting,plumbing repairs, landscape,lighting,tile,roofing,and security devices. a Niko Panagiotakopoulos PIT• Project Engineer Maryland Shopping Center I Phoenix,AZ 8,000 SF j S600k Ti renovation of 7 unit shopping center Center contained a restaurant, hair salon and retail. EXPERIENCE Entire exterior was redone repainted,new HVAC for every unit,new exterior glass for all units. 1 interior walls were redone space was redistr,buted.new lighting installed,and full new floors s In industry since 2012 in every suite Personal spaces were given addition installation per customer request including ? With h/dc since 2018 new bar in restaurant with all applicable plumbing, multiple new restrooms,and expanded power requirements for salon tailor and restaurant EDUCATION ARTCC HVAC Replacement 1 Palmdale CA 1600 SF 1 S200k 85,Electrical Engineering Replaced an existing HVAC System in a control Tower with minimum shutdowns required. Arizona State University Drawings were made and reviewed by customers,materials ordered to keep up with schedule SPECIFIC QUALIFICATIONS and budget,and trade partners were selected through bids. Electrical ATCT Lightning Protection I Concord,CA 1000 SF 1 S250k Replaced the existing lightning protection system on a tower without the need for shutdown. Minor drawings were created to assist in receiving bids from trade partner.Code was reviewed to ensure all installation practi:es were safe and correct,and budget and schedule were created and maintained through the duratrin if the project hairdison downy_ r.aiotrueiion Inc II GENERAL CONSTRUCTION SERVICES Town of Fountain Hills C.1.Indicate the roles and responsibilities of each key position.Include senior members of the Vendor only from the perspective of what their role will be in providing services to the Town. TOWN OF FOUNTAIN HILLS PROJECT EXECUTIVE 3 11111 General Oversight Eric Rogers I PROJECT MANAGER Scheduling Estimating&Bidding Logistics Planning LJsaMarie Lucas PROJECT ENGINEER -31 Submittals RFIs ' Document Management Niko Panagiotakopouios 1 I I SUPERINTENDENT SUPERINTENDENT Facilitate Job Walks :. Trade partner Procurement i ' "- Pricing(intemal&external Management of vendors �, '� « r rt f .; Onsite Supervision -A• Safety compliance At- Daily Reports&Photo Log As-Builts Gary Denny Clifton Ramsey hardison/downey_ construction ,n c // GENERAL CONSTRUCTION SERVICES Town of Fountain Hills C3.If a subcontractor will be used for all work of certain type,include information on this subcontractor.A detailed plan for selecting subcontractors and providing supervision H must be included. Trade Partner TRADE PARTNERS Selection -- hardison/downey can self perform a majority of the Plan work for this contract but will use trade partners solely - for large electrical projects, roofing warranty work, and HVAC warranty work. For potential roofing and HVAC warranty work, we will procure the Town's original contractor for these _ services to maintain the terms of the warranty. For all large electrical projects, we will use Hawkeye Electric as our electrical trade partner. 1 PRF:QIJA! IF TRADE PARTNERS Hawkeye Electric is a closely-knit group of experienced electrical professionals who enjoy I;; ,I : :, • collaborating on electrical design, new construction, pi t. sote'v I re'rrrrr s remodels,and facility maintenance. Toter of Fn... .,. , I ' c :,. .. ., ., With relentless focus on customer satisfaction, ,;it,( Selo.: Appro:ri,.it,Tr❑d^ P.re-or; Hawkeye's #1 goal on every project is to identify and ,_:,,, .r P, r, understand the clients'needs and prepare & execute a plan to surpass their highest expectations. They are effective and efficient project managers and tradesmen who communicate openly with honesty, trust, and integrity as the principles that guide us along the way. REVIEW PROCt-I3S Since beginning in 1999, this commitment to service �.. has helped Hawkeye grow to become one of the top electrical contractors in the State of Arizona with a 3 B:cs Per Trade 5, IL1:e:;: solid reputation for dependability, performance, and [' cis ouege's :o Ensi,rt t ,II Scu:,; affordable pricing. i : y I_or:cst or Mu.; i r:.ifit,i,id Bit. L".:e a:) P d F.Iatnx to i_ra...,ite Results The project contact from Hawkeye Electric is Pat Tilton and his email address is pat@hawkeyeelectric.com. TRADE PARTNER SELECTION&SUPERVISION 1.Trade Partner Selection Using Both Qualifications&Cost n.vAs,i) We intend to implement the trade partner selection plan outlined in the graphic to right, using the qualification and bidding method of selection.We will engage our core prequalified trade partners early in30• I',rview ^J'tr, �c:ec e�: the process to assist with budgeting and value design, J.Ir;i A�v%ard f3: ,A,fatI to tSr. "`; oJr�c SuL::omIr,;c'-�r with the understanding that final selection is based on Rerir- Procure r,` a competitive bid process. Trade Partner Selection Plan hardisonhlowney_ construction :nc // GENERAL CONSTRUCTION SERVICES Town of Fountain Hills 2.Trade Partner Recruitment If awarded this project,we will advertise and hold a meeting in the local community,asking trade partners to submit the necessary prequalification forms in order to get on our bid lists. After successfully completing prequalification, each qualified trade partner will be sent a request to bid for all projects awarded to h/d by the Town. 3.Controversies&Claims hardison/downey maintains a zero-tolerance site specific program with 100°13 buy-in from all trade partners. Occasionally questions on trade partner performance do arise.When this happens,we informally handle these issues, which includes picking up the phone and doing whatever it takes to work it out with the trade partners,architects and owners.Our absolute last resort is any sort of litigation,and it rarely happens.There have been only a couple of instances in our 33-year history where we had to resort to litigation,due to total trade partner failure.Our number one goal on every project is owner satisfaction,and avoiding litigation is a major component of that success. as 3 1 hardsonydowney_ pti c o n e t r u c l l o n ,r c 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. hardison/downey construction,inc. 86-0511329 VENDOR SUBMITTING SOQ FEDERAL TAX ID NUMBER Pat Downey,Executive Vice President PRINTED NAME AND TITLE AUTHORIZED SIGNATURE 6150 N. 16th Street,Suite A 602.861.0044 602.861.9928 ADDRESS TELEPHONE FAX# Phoenix AZ 85016 1/7/19 CITY STATE ZIP DATE WEB SITE: www.hardisondowney.com E-MAIL ADDRESS: pdowney@hardisondowney.com ROC License Numbers and Classifications: ROC#069871-61 -General Commercial Contractor, ROC#086190-B-General Residential Contractor _.i SMALL, MINORITY, DISADVANTAGED AND WOMEN-OWNED BUSINESS ENTERPRISES (check appropriate item(s): Small Business Enterprise (SBE) Minority Busitess Enterprise(MBE) 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. N/A yis ko IV 0 El I I 3 3 3 J El ii ii J I 1 EXHIBIT B TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HARDISON/DOWNEY CONSTRUCTION, 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 HARDISON/DOWNEY CONSTRUCTION, INC. [Sample Job Order] C t Ywilio rmi, Jl 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)— Ma rk-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 $0.00 breakdown) SITE SAFETY $0.00 EQUIPMENT RENTAL(attach a list of specific cost breakdown) $0.00 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 (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} ACORO DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 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 ACIG Insurance Agency, Inc. CONTACT 2600 N. Central Exppwy. Suite 800 PHONE FAX Richardson, TX 75080 lac. EXt): E-MAIL 972-702-9004 (AM,Not: 972-687-0601 ADDRESS: accountmanagers@acig.com INSURER(S)AFFORDING COVERAGE _ NAIC# www.acig.com INSURER A: American Contractors Ins.Co.RRG 12300 INSURED INSURER e: ACIG Insurance Company 19984 hardison/downey construction, inc 6150 North 16th Street, Suite A INSURER c: Westchester Fire Ins.Co. 10030 Phoenix AZ 85016 INSURERD: INSURER E: INSURER F: Steadfast Insurance Company 26387 COVERAGES CERTIFICATE NUMBER: 47560186 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 LIMITS LTR INSD WVD POLICY NUMBER (MM/DDIYYYY) (MM/DDIYYYY)_ A ✓ COMMERCIAL GENERAL LIABILITY GL18PA0003 6/1/2018 6/1/2022 EACH OCCURRENCE $10,000,000 A GL18PB0003(GL Excess) 6/1/2018 6/1/2022 DAMAGE TO RENTED CLAIMS-MADE ✓ OCCUR PREMISES(Ea occurrence) $100,000 A IGL18PC0003(GL Excess) 6/1/2018 6/1/2022 MED EXP(Any one person) $5,000 PERSONAL 8,ADV INJURY $10,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $10,000,000 POLICY ✓ JECOT- LOC PRODUCTS-COMP/OP AGG $10,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) 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) C UMBRELLA LIAB / OCCUR G71132833001 6/1/2018 6/1/2022 EACH OCCURRENCE $25,000,000 ✓ EXCESS LIAB CLAIMS-MADE AGGREGATE $25,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER AND EMPLOYERS'LIABILITY ✓ STATUTE ERH B Y/N WCA000016818 6/1/2018 6/1/2019 ANYPROPRIETOR/PARTNER/EXB OF ICER/MEMB REXCLU ED?ECUTIVE N N/A WCA000001918 6/1/2018 6/1/2019 E.L.EACH ACCIDENT $1,000,000 (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 F Contractor Professional/Pollution E0C3999322-10 6/1/2018 6/1/2019 Per Claim:$10,000,000 Liability *Aggregate$10,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Job Order Master Agreement Contract No.2019-006F2 Additional Insureds as required per written contract. Professional/Pollution*Aggregate limit is total insurance available for all claims presented within the policy period for operations of insured.Limit will be reduced by payments of indemnity and/or expenses. CERTIFICATE HOLDER CANCELLATION Job Order Master Agreement-Contract No.2019-006F2 The Town of Fountail Hills SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 16705 East Avenue of the Fountains ACCORDANCE WITH THE POLICY PROVISIONS. Fountain Hills AZ 85268 AUTHORIZED REPRESENTATIVE '.` Michael J.O'Neill ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 47560186 I KITCHELL 1 18/19 18PA GL XS$25 WC PL10/10 1 Cassidy Teaff 13/18/2019 5.40:14 AM (PDT) 1 Page 1 of 4 This certificate cancels and supersedes ALL previously issued certificates. 933 ADDITIONAL INSURED - AUTOMATIC STATUS AS REQUIRED BY CONTRACT - BLANKET This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Any person or organization that you are required by written contract to include as an additional insured on this policy if the contract is executed prior to the loss. A. Who is an Insured(Section II)is amended to include as an insured any person or organization shown in the above SCHEDULE (called additional insured),but only with respect to liability for"bodily injury","property damage"or"personal and advertising injury" arising out of your premises or your operations for the additional insured,and only to the extent and for the minimum limits required in the written contract. B. The insurance provided to the additional insured is subject to the following limitations: 1. Unless required by written contract,this insurance does not apply to"bodily injury"or"property damage"occurring after "your work"for the additional insured has been completed or after that portion of"your work"out of which the"bodily injury" or"property damage"arises has been put to its intended use by any person or organization,whichever occurs first. 2. Unless specifically required by written contract,this insurance does not apply to"bodily injury"or"property damage"arising out of the sole negligence,act or omission of the additional insured. 3. This insurance does not apply to"bodily injury","property damage"or"personal and advertising injury"for which the additional insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement except to the extent that the additional insured would have been obligated to pay such damages in the absence of the contract or agreement. 4. This insurance does not apply to"bodily injury","property damage"or"personal and advertising injury"arising out of the rendering or failure to render any professional services by any insured or on any insured's behalf,including: a) The preparing,approving or failing to prepare or approve maps,shop drawings,opinions,reports,surveys,field orders,change orders,drawings or specifications;and b) Supervisory,inspection,architectural or engineering services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring,employment,training or monitoring of others by that insured,if the"occurrence"which caused the"bodily injury"or "property damage",or the offense which caused the"personal and advertising injury",involved the rendering of,or the failure to render,any professional architectural,engineering or surveying services. 5. This endorsement shall not apply to a person or organization if any other additional insured endorsement attached to this policy specifically applies to that person or organization. 6. The insurance afforded herein only applies to the extent permitted by applicable state law,including statutes governing additional insured coverage in the construction industry. 7. The insurance afforded to the additional insured shall not exceed the minimum limits required in the written contract. C. In no event shall the insurance provided to the additional insured exceed the scope of coverage,including minimum limits,required by the contract. If a written contract or agreement requires that additional insured status be provided by the use of specified edition dates of the ISO CG2010 and/or CG2037,then the terms of that endorsement are incorporated into this endorsement as respects such additional insured and shall supersede the coverage grant and limitations in Sections A.and B.of this endorsement.In the event that CG2010 and/or CG2037 are required but no edition dates are specified,the 04/13 editions shall apply. D. This insurance is excess to any other insurance,whether primary,excess,contingent or on any other basis,available to the additional insured unless a written contract requires that this insurance be primary or primary and non-contributing. However,this insurance is always excess to other insurance,whether primary,excess,contingent or on any other basis,when the additional insured has been added to the other insurance as an additional insured. Nothing herein contained shall be held to vary,alter,waive or extend any of the terms,conditions,provisions,agreements or limitations of the mentioned Policy,other than as above stated. 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:Same as policy effective date unless otherwise indicated above. Policy Effective:6/1/2018 Policy No.: GL18PA0003 Endorsement No.: Insured: hardison/downey construction, inc Premium$ Insurance Company: American Contractors Insurance Co. RRG 47560186 I KITCHELL 118/19 18PA GL XS$25 WC PL10/10 I Cassidy Teaff 1 3/18/2019 5:40:14 AM (PDT) I Page 2 of 4 This certificate cancels and supersedes ALL previously issued certificates. 205 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person(s)or Organization(s): Any person or organization for whom you have agreed by written contract to furnish this waiver. The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV—COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or"your work" done under a contract with that person or organization and included in the"products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, agreements or limitations of the mentioned Policy, other than as above stated. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective:Same as policy effective date unless otherwise indicated above. Policy Effective Date:6/1/2018 Policy No.: GL18PA0003 Endorsement No.: Insured: hardison/downey construction, inc Premium$ Insurance Company: American Contractors Insurance Co RRG 47560186 1 KITCHELL i 18/19 18PA GL XS$25 WC PL10/10 1 Cassidy Teaff 1 3/18/2019 5:40:14 AM (PDT) 1 Page 3 of 4 This certificate cancels and supersedes ALL previously issued certificates. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Whomever the named insured is required by written contract executed prior to loss to waive rights of recovery against. This endorsement does not apply to policies in California, Kentucky, New Jersey,Texas or Utah. This endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. This endorsement does not apply to policies in Kansas for private construction contracts unless the construction project involved is a consolidated or wrap-up program. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: Same as Policy Effective Date unless otherwise indicated above. Policy Effective Date: 6/1/2018 Policy No. WCA000001918 Endorsement No. Premium$ Insured hardison/downey construction, inc Carrier Name/Code: ACIG Insurance Company WC 00 03 13 (Ed. 04-84) ®1983 National Council on Compensation Insurance. 47560186 1 KITCHELL 1 18/19 18PA GL XS$25 WC PL10/10 1 Cassidy Teaff 1 3/18/2019 5:40:14 AM (PDT) 1 Page 4 of 4 This certificate cancels and supersedes ALL previously issued certificates. AC�® DATE(MM/DD/YYW) `� CERTIFICATE OF LIABILITY INSURANCE 6/1/2019 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 Lockton Companies NAMEACT 8110 E.Union Avenue PHONE FAX Suite 700 E-MAIL Exu: (A/C,No): Denver CO 80237 ADDRESS: (303)414-6000 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:*** SEE ATTACHMENT *** INSURED Hardison/downey construction,inc. INSURER B: 1328704 6150 N. 16th Street,Suite A INSURER C: Phoenix,AZ 85016 INSURER D: INSURER E: INSURER F: COVERAGES KITCO02 CERTIFICATE NUMBER: 15959326 REVISION NUMBER: XXXXXXX 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 ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX DAMAGE TO RENED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ XXXXXXX MED EXP(Any one person) $ XXXXXXX PERSONAL&ADV INJURY $ XXXXXXX GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ XXXXXXX POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ XXXXXXX OTHER: $ A AUTOMOBILE LIABILITY N N DT8105E496169 6/1/2018 6/1/2019 COMBINED NGLE LIMIT $ (Ea accident)SI 2,000,000 x ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XXXXXXX X AUTOS ONLY X AUTOS ONLY HIREDD (Per accident)PROPEDAMAGE $ XXXXXXX $ XXXXXXX UMBRELLA LIAB OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX EXCESS LIAB CLAIMS-MADE AGGREGATE $ XXXXXXX DED RETENTION$ $ XXXXXXX WORKERS COMPENSATION NOT APPLICABLE PER STATUTE E ERH- AND EMPLOYERS'LIABILITY R Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ XXXXXXX OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ XXXXXXX If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ XXXXXXX A Hired Auto Physical Damage N N DT8105E496169 6/1/2018 6/1/2019 Comp.Ded.$1,000 Coll.Ded.$1,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Job Order Master Agreement.Contract No.2019-006F2 CERTIFICATE HOLDER CANCELLATION See Attachments 15959326 The Town of Fountain Hills SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 16705 of the Fountains THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 16705 Eastin AvenueHill AZ 852th ACCORDANCE WITH THE POLICY PROVISIONS. FAUTHORIZED REPRESENTATIVE68 � L ©1988-20 ACORD CORK) TION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: D545516 Master ID: 1328704,Certificate ID: 15959326 AUTO INSURER BY STATE State Insuring Company NAIC AZ The Charter Oak Fire Insurance Company .25615 CA The Travelers Indemnity Company of Connecticut 25682 NM The Phoenix Insurance Company _25623 NV The Travelers Indemnity Company of America 25666 OH Travelers Property Casualty Company of America 25674 TX The Charter Oak Fire Insurance Company 25615 UT The Phoenix Insurance Company 25623 VA The Phoenix Insurance Company 25623 Miscellaneous Attachment: M550024 Master ID: 1328704,Certificate ID: 15959326 Policy # DT8105E496169 COMMERCIAL AUTO Kitchell Corporation Effictive 6/1/2018 - 6/1/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage.However,coverage for any injury,damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part,and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement.The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages.Read all the provisions of this endorsement and the rest of your policy carefully to determine rights,duties,and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE - LOSS B. BLANKET ADDITIONAL INSURED OF USE - INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE - TRANSPORTATION D. EMPLOYEES AS INSURED EXPENSES - INCREASED LIMIT E. SUPPLEMENTARY PAYMENTS - J. PERSONAL EFFECTS INCREASED LIMITS K. AIRBAGS F. HIRED AUTO - LIMITED WORLDWIDE L. NOTICE AND KNOWLEDGE OF ACCIDENT COVERAGE - INDEMNITY BASIS OR LOSS G. WAIVER OF DEDUCTIBLE - GLASS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED executed by you before the"bodily injury"or"property The following is added to Paragraph A.1., Who damage"occurs and that is in effect during the policy Is An Insured, of SECTION II - LIABILITY period,to be named as an additional insured is an COVERAGE: "insured"for Liability Coverage,but only for damages to which this insurance applies and only to the extent that Any organization you newly acquire or form during person or organization qualifies as an"insured"under the the policy period over which you maintain 50% or Who Is An Insured provision contained in Section II. more ownership interest and that is not separately C. EMPLOYEE HIRED AUTO insured for Business Auto Coverage. Coverage 1. The following is added to Paragraph A.1., Who under this provision is afforded only until the 180th Is An Insured, of SECTION II - LI- day after you acquire or form the organization or the ABILITY COVERAGE: end of the policy period,whichever is earlier. An "employee" of yours is an "insured" while B. BLANKET ADDITIONAL INSURED operating an "auto" hired or rented under a The following is added to Paragraph c. in A.1., contract or agreement in that"employee's" name, Who Is An Insured, of Section II - with your permission, while performing duties Liability Coverage: related to the conduct of your business. Any person or organization who is required under a written contract or agreement between you and that person or organization,that is signed and Miscellaneous Attachment:M550024 Master ID: 1328704,Certificate ID: 15959326 PAGE 1 OF 4 CA T3 53 02 15 2. The following replaces Paragraph b. in B.5., similar regulation imposed by the United States of Other Insurance,of SECTION IV-BUSINESS America applies to and prohibits the transaction of AUTO CONDITIONS: business with or within such country or jurisdiction, for b.For Hired Auto Physical Damage Coverage, Covered Autos Liability Coverage for any covered "auto" the following are deemed to be covered that you lease, hire, rent or borrow without a driver for a "autos"you own: period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your"employees", (1) Any covered"auto"you lease,hire, partners (if you are a partnership), members (if you are a rent or borrow;and limited liability company)or members of their households. (2) Any covered"auto"hired or rented by (a) With respect to any claim made or "suit" brought your"employee"under a contract in outside the United States of America,the territories an"employee's"name,with your and possessions of the United States of America, permission,while performing duties Puerto Rico and Canada: related to the conduct of your business. (i)You must arrange to defend the"insured" against, and investigate or settle any such However,any"auto"that is leased,hired, claim or"suit"and keep us advised of all pro- rented or borrowed with a driver is not a ceedings and actions. covered"auto". (ii) Neither you nor any other involved D.EMPLOYEES AS INSURED "insured"will make any settlement without our The following is added to Paragraph A.1., Who Is consent. An Insured, of SECTION II - COVERED AUTOS (iii) We may, at our discretion, participate in LIABILITY COVERAGE defending the "insured" against, or in the Any"employee"of yours is an"insured"while using settlement of,any claim or"suit". a covered "auto" you don't own, hire or borrow in (iv)We will reimburse the"insured"for sums your business or your personal affairs. that the "insured" legally must pay as E. SUPPLEMENTARY PAYMENTS - INCREASED damages because of "bodily injury" or LIMITS "property damage" to which this insurance applies, that the "insured" pays with our 1. The following replaces Paragraph A.2.a.(2), of consent, but only up to the limit described in SECTION II - COVERED AUTOS LIABILITY Paragraph C., Limit Of Insurance, of COVERAGE: SECTION II - COVERED AUTOS LIABILITY (2) Up to $3,000 for cost of bail bonds (in- COVERAGE. cluding bonds for related traffic law viola- (v) We will reimburse the "insured" for the tions) required because of an "accident" reasonable expenses incurred with our we cover.We do not have to furnish these consent for your investigation of such claims bonds. and your defense of the"insured"against any such"suit", but only up to and included within The following replaces Paragraph A.2.a.(4), of SECTION II - COVERED AUTOS the limit described in Paragraph C., Limits Of LIABILITY COVERAGE: Insurance, of SECTION II - COVERED AUTOS LIABILITY COVERAGE, and not in (4) All reasonable expenses incurred by the addition to such limit. Our duty to make such "insured" at our request, including actual payments ends when we have used up the loss of earnings up to$500 a day because applicable limit of insurance in payments for of time off from work. damages,settlements or defense expenses. F. HIRED AUTO-LIMITED WORLDWIDE COVERAGE -INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of Miscellaneous Attachment: M550024 Master ID: 1328704,Certificate ID: 15959326 SECTION IV-BUSINESS AUTO CONDITIONS: 5.Anywhere in the world,except any country or jurisdiction while any trade sanction,embargo,or PAGE 2 OF 4 (b) This insurance is excess over any valid and I. PHYSICAL DAMAGE - TRANSPORTATION collectible other insurance available to the EXPENSES-INCREASED LIMIT "insured"whether primary,excess contingent or on any other basis. The following replaces the first sentence in Paragraph (c) This insurance is not a substitute for re- A.4.a., Transportation Expenses, of SECTION III - quired or compulsory insurance in any PHYSICAL DAMAGE COVERAGE: country outside the United States,its ter- ritories and possessions,Puerto Rico and We will pay up to$50 per day to a maximum of$1,500 Canada. for temporary transportation expense incurred by you You agree to maintain all required or because of the total theft of a covered "auto" of the compulsory insurance in any such country private passenger type. up to the minimum limits required by local J.PERSONAL PROPERTY law. Your failure to comply with compulsory insurance requirements will not invalidate The following is added to Paragraph A.4., Coverage the coverage afforded by this policy, but we Extensions, of SECTION III - PHYSICAL DAMAGE will only be liable to the same extent we COVERAGE: would have been liable had you complied Personal Property with the compulsory insurance requirements. We will pay up to $400 for "loss" to wearing apparel (d) It is understood that we are not an admitted and other personal property which are: or authorized insurer outside the United (1) Owned by an"insured";and States of America, its territories and (2) In or on your covered"auto". possessions, Puerto Rico and Canada. We assume no responsibility for the furnishing of This coverage applies only in the event of a total theft certificates of insurance,or for compliance in of your covered"auto". any way with the laws of other countries No deductibles apply to this Personal Property relating to insurance. coverage. G.WAIVER OF DEDUCTIBLE-GLASS K.AIRBAGS The following is added to Paragraph D.,Deductible, The following is added to Paragraph B.3., Exclusions, of SECTION III-PHYSICAL DAMAGE of SECTION III-PHYSICAL DAMAGE COVERAGE: COVERAGE: No deductible for a covered "auto"will apply to glass Exclusion 3.a. does not apply to "loss"to one or more damage if the glass is repaired rather than replaced. airbags in a covered "auto"you own that inflate due to a cause other than a cause of "loss" set forth in H.HIRED AUTO PHYSICAL DAMAGE-LOSS OF USE Paragraphs A.1.b.and A.1.c.,but only: -INCREASED LIMIT a.If that "auto" is a covered "auto" for Compre- The following replaces the last sentence of Paragraph hensive Coverage under this policy; A.4.b.,Loss Of Use Expenses,of SECTION III- PHYSICAL DAMAGE COVERAGE: b.The airbags are not covered under any warranty; However,the most we will pay for any expenses for and loss of use is$65 per day,to a maximum of$750 for c. The airbags were not intentionally inflated. any one"accident". We will pay up to a maximum of $1.000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV-BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only Miscellaneous Attachment:M550024 Master ID: 1328704,Certificate ID: 15959326 when the"accident"or"loss"is known to: (a)You(if you are an individual) PAGE 3 OF 4 (b) A partner(if you are a partnership); tent required of you by a written contract signed (c) A member (if you are a limited liability corn- and executed prior to any "accident" or "loss", provided that the "accident"or"loss" arises out of pany); operations contemplated by such contract. The (d) An executive officer, director or insurance waiver applies only to the person or organization manager (if you are a corporation or other or designated in such contract. ganization);or N.UNINTENTIONAL ERRORS OR OMISSIONS (e) Any "employee" authorized by you to give no- tice of the"accident"or"loss". The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION M.BLANKET WAIVER OF SUBROGATION IV-BUSINESS AUTO CONDITIONS: The following replaces Paragraph A.5.,Transfer Of The unintentional omission of, or unintentional error in, Rights Of Recovery Against Others To Us, of any information given by you shall not prejudice your SECTION IV-BUSINESS AUTO CONDITIONS: rights under this insurance. However this provision 5. Transfer Of Rights Of Recovery Against does not affect our right to collect additional premium or Others To Us exercise our right of cancellation or non-renewal. We waive any right of recovery we may have against any person or organization to the ex- PAGE 4 OF 4 CA T3 53 02 15