13053- CONTRACT.PDF

CONSTRUCTION MANAGEMENT AT RISK
MARICOPA COUNTY, ARIZONA
Lower Buckeye & 4th Avenue Jails Flat Cell Modifications
FOR PROFESSIONAL SERVICES
PHASE I
PRE-CONSTRUCTION SERVICES
Office of Procurement Services
Serial # 13053-cMR
Contract # 13053-C MR
C-70-
Project # 1961 -1 3-1 205
Lower Buckeye & 4th Avenue Jails Flat Cell Modifications Serial # 13053-CMR
Contract between Maricopa County and Woodruff Construction pg # 1

CONSTRUCTION MANAGEMENT AT RISK
PROFESSIONAL SERVICES AGREEMENT
PHASE I
PRE-CONSTRUCTION SERVICES
BETWEEN COUNTYCOUNTYMARICOPA COUNTY, ARIZONA, AND CONTRACTOR
FOR
PROFESSIONAL SERVICES
FOR THE
Lower Buckeye & 4th Avenue Jails Flat Cell Modifications AT Lower Buckeye & 4th
Avenue Jails.
Whereas, Maricopa County, Arizona desires to construct Lower Buckeye & 4th Avenue Jails
Flat Cell Modifications at Lower Buckeye & 4th Avenue Jails., and
Whereas, it is the best interests of the COUNTY to obtain professional construction
management services in order to insure quality timely and valued construction from a pre-
approved professional Construction Manager at Risk (CIVIR), and
Whereas, the COUNTY has competitively selected the Construction Manager at Risk in
accordance in following the procedures in Section 34-603, Arizona Revised Statutes and the
Maricopa County Procurement Code from several firms, and
Whereas the selected firm will provide professional construction management services for the
Lower Buckeye & 4th Avenue Jails Flat Cell Modifications project as directed by the
Director of the Facilities Management Department.
This agreement made this day of , 2013.
By and between Maricopa County (hereinafter called the "Owner") and Woodruff Construction
(hereinafter called the "Contractor") as a
Construction Management at Risk Firm
Phase I Pre-Construction Services
Witnesseth, that the Owner and the Contractor for the considerations herein set forth, agree as
follows:
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Contract between Maricopa County and Woodruff Construction pg # 2

Pre-Construction Agreement
Construction Management Services
Maricopa County Facilities Management Department Maricopa County Arizona
TABLE OF CONTENTS
Article: 1. Scope of Work
2. Definitions
3. Term and Time of Performance
4. Compensation
5. Changes in Scope of Service
6. Indemnification
7. Insurance
8. Termination or Suspension of Contract
9. Miscellaneous
Exhibits
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ARTICLE 1 - SCOPE OF WORK
The Contractor shall furnish professional Construction Management (CM) Services for the
project described in Exhibit A attached hereto, upon issuance of Contractor's Notice to Proceed
by the Owner or Owner's Designee.
The Contractor shall furnish the following Services as specifically authorized by CM Contractor's
Notice to Proceed issued by the Owner or Owner's Designee.
1.1 CONTRACTOR hereby agrees to furnish all of the labor, materials, equipment services
and incidentals necessary to perform all of the work described in the Contract
Documents Including Drawings, Specifications and Addenda for the Project known as
the Lower Buckeye & 4th Avenue Jails Flat Cell Modifications, prepared by Deutsch
Architecture Group.
ARTICLE 2 - DEFINITIONS
2.01 BOARD OF SUPERVISORS: The Maricopa County Board of Supervisors, it's
successors and assigns.
2.02 COUNTY OR OWNER: Maricopa County, Arizona, a political subdivision of the State of
Arizona, which is the party hereto for which this Contract is to be performed. In all
respects hereunder, COUNTY performance is pursuant to the COUNTY's position as the
Owner of a construction project. In the event COUNTY exercises its regulatory authority
as a governmental body, the exercises of such authority and the enforcement of any
rules, regulations, laws and ordinances shall be deemed to have occurred pursuant to
the COUNTY's authority as a governmental body and shall not be attributable in any
manner to COUNTY as a party to this contract.
2.03 CHANGE ORDER: A written document ordering a change in the Contract Price or
Contract Time or a material change in the Work as determined by the PROJECT
MANAGER.
2.04 CONSULTANT: The individual, partnership, corporation, association, joint venture, or
any combination thereof, of properly registered professional architects and/or engineers,
which has entered into an agreement to provide professional services to the Owner.
2.05 CONTINGENCY: An established sum included in the Guaranteed Maximum Price
(GMP) for the purpose of defraying actual expenses that may arise due to unforeseen
circumstances of the Project for which the contingency is established.
2.06 CONTRACT DOCUMENTS: The Project Manual (including this Agreement and its
Exhibits, attachments and Forms), drawings and specifications, the Request For
Qualifications and CONTRACTOR's response thereto (as negotiated and accepted by
the COUNTY), any Addenda to the Project Manual, the record of the contract award by
the Maricopa County Board of Supervisors, the Contract, the Performance Bond and
Payment Bond, the Notice of Award, the Notice(s) to Proceed, the Purchase Order and
all agreed upon modifications issued after execution of the Contract are the documents
which are collectively referred to as the Contractor Documents.
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2.07 CONTRACT PRICE: The amount established in the Contract as the Guaranteed
Maximum Price (GMP), as may be amended by Change Order.
2.08 CONTRACT: This Construction Agreement.
2.09 DESIGNEE: the person or entity named, nominated or selected for the purpose
identified in that section of this Contract.
2.10 CONTRACTOR: An individual, partnership, corporation, association, joint venture, or
any combination thereof, which has entered into the contract with the Owner for
construction of the Owner's facilities and incidents thereto. The contractor for this
project is Woodruff Construction.
2.11 DIRECTOR OF FACILITIES MANAGEMENT: The Director of this Department, of
Maricopa County, Arizona, having the authority and responsibility for management of the
specific projects authorized under this Agreement.
2.12 FIELD ORDER: A written order which directs minor changes in the work, but which
does not involve a change in the Contract Price or Contract Time.
2.13 FINAL COMPLETION: The date certified by the CONSULTANT and PROJECT
MANAGER in the Final Certificate of Payment in which all conditions and requirements
of any permits and regulatory agencies have been satisfied; and the documents (if any)
required to be provided by CONTRACTOR have been received by the PROJECT
MANAGER; and to the best of Consultant's and PROJECT MANAGER's information and
belief has been fully completed in accordance with the terms and conditions of the
Contract Documents.
2.14 GENERAL CONDITION ITEMS: The provision of facilities or performance of work by the
CONTRACTOR for items, which do not lend themselves readily to inclusion in one of the
separate trade contracts. Payment for the General Condition items will be at cost and
included as part of the Guaranteed Maximum Price.
2.15 GUARANTEED MAXIMUM PRICE CONSTRUCTION CONTRACT: The method of
construction contracting whereby the CONTRACTOR provides design phase consulting
services (pre-construction services) and management responsibility for the project
(general conditions). The fee is a dollar amount negotiated for profit, overhead and off-
site general and administrative costs. All subcontracts are generally awarded by the
CONTRACTOR based on competitive bids received in response to invitations to bid
issued by the CONTRACTOR. The total price paid to the CONTRACTOR is either the
fee plus the costs or the Guaranteed Maximum Price (GMP), whichever is less. This
contract utilizes the Guaranteed Maximum Price as the method of compensation.
2.16 INSPECTOR: An employee of Maricopa County, Arizona, assigned by the Director of the
Facilities Management Department to make observations of work performed by a
Contractor.
2.17 LUMP SUM COMPENSATION: The amount established in the Pre-Construction
Services contract as the amount to be paid to the contract for the services outlined in the
contract, as may be amended by Change Order.
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2.18 MATERIALS: Materials incorporated in this Project, or used or consumed in the
performance of the Work.
2.19 NOTICE TO PROCEED: One or more written notices to CONTRACTOR authorizing the
commencement of Work.
2.20 PLANS AND/OR DRAWINGS: The official graphic representations of this construction
project which are a part of the Contract Documents.
2.21 PRICING DOCUMENTS: The set of documents upon which the GMP contract is
negotiated is comprised of the following: (i) the Owner approved Contract Documents,
(ii) the Estimated CONTRACTOR's Direct Construction Cost (including unit prices,
quantities and explanatory notes), (iii) the CONTRACTOR's General Condition Items,
(iv) schedules developed by the CONTRACTOR and approved by the PROJECT
MANAGER, and any other documents or exhibits utilized to derive the GMP.
2.22 PROJECT: The construction, alteration or repair, and all service and incidents thereto, of
the Maricopa County, Arizona facility, as contemplated and budgeted by the Owner,
including the work described in Exhibit A herein.
2.23 PROJECT MANAGER: The ranking managerial employee of the agency of COUNTY
government which requested the Project, or that person's designee, expressly
designated as PROJECT MANAGER, in writing by the DIRECTOR; who is the
representative of the Owner, concerning the Contract Documents.
2.24 PROJECT MANUAL: The official documents setting forth information and requirements;
contract forms, bonds, and certificates; general and supplementary conditions of the
Contract Documents; the specifications; and the plans and drawings of the Project.
2.25 RESIDENT PROJECT REPRESENTATIVE: An authorized representative of
CONSULTANT on the Project.
2.26 SMALL BUSINESS ENTERPRISE (SBE): has the meanings set forth in Article 13.8 of
the General Conditions to the Construction Contract and Section 00810, Maricopa
County Small Business Enterprise Program Construction Contracting Requirements and
as set forth in A.R.S. § 41-1001.
9 . 97 SUBCONTRACTOR: A person, firm or corporation having direct contact with
CONTRACTOR including one who furnishes material worked to a special design
according to the Project Manual for this work, but does not include who merely furnishes
material not so worked.
2.28 SUBSTANTIAL COMPLETION: That date on which, as certified in writing by
CONSULTANT, the Work, or a portion thereof designated by the PROJECT MANAGER
in its sole discretion, is at a level of completion in substantial compliance with the
Contract Documents such that all conditions of permits and regulatory agencies have
been satisfied and the Owner or its designee can enjoy beneficial use or occupancy and
can use or operate it in all respects for its intended purpose. A Certificate of Final
Inspection must be issued for Substantial Completion to be achieved, however, the
issuance of a Certificate of Occupancy or the date thereof are not to be determinative of
the achievement or date of Substantial Completion.
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2.29 SURETY: The surety company or individual which is bound by the performance bond
and payment bond with and for CONTRACTOR who is primarily liable, and which surety
company or individual is responsible for CONTRACTOR's acceptable and timely
performance of the work under the contract and for the payment of all debts pertaining
thereto in accordance with Section 255.05, [State] Statutes, as amended from time to
time.
2.30 VALUE ENGINEERING: An organized approach to providing the necessary function or
product which provides equal or better performance at a lower cost.
2.31 WORK: The totality of the obligations, including construction and other services required
by the Contract Documents, whether completed or partially completed, including all
labor, materials, equipment and service provided or to be provided by CONTRACTOR to
fulfill the CONTRACTOR's obligations. The work may constitute the whole or a part of
the project.
2.32 WRITTEN NOTICE: Shall be deemed to have been duly served if delivered in person to
the individual or to a member of the firm or to an officer of the corporation for whom it is
intended, if delivered at or sent by registered mail or other traceable delivery service to
the last known business address. Electronic, facsimile (FAX) or other telephonic
transmission shall not be considered as written notice.
ARTICLE 3- TERM AND TIME OF PERFORMANCE
3.1 The term of this Agreement shall begin on the date it is fully executed by both parties
and shall end on the date of commencement of the term of the agreement between the
COUNTY and the CONTRACTOR for construction services for the Lower Buckeye &
4th Avenue Jails Flat Cell Modifications or, no later than, 120 Calendar Days
beginning with the date specified in the Notice To Proceed., unless terminated in
accordance with Article 8. The Owner shall have the authority to extend the term of this
Agreement for such period of time as deemed necessary for the Project. Any such
extension shall be accomplished by an amendment to this Agreement in accordance
with the "AMENDMENTS" provisions stated in Article 9 herein.
3.2 All duties, obligations, and responsibilities of CONTRACTOR required by this Agreement
shall be completed no later than 120 Calendar Days beginning with the date
specified in the Notice To Proceed.. Time shall be deemed to be of the essence in
performing the duties, obligations and responsibilities required by this Agreement.
3.3 At or before the above referenced completion date for this contract the CONTRACTOR,
following completion of cost estimating, value engineering and other services set forth in
Article 4 will tender to the COUNTY a written Guaranteed Maximum Price (GIMP) for final
completion of this project. The COUNTY, by and through the Director, the PROJECT
MANAGER and/or other COUNTY personnel, will have the opportunity to negotiate the
amount of the GMP with the CONTRACTOR. In the event a GMP which is satisfactory
to COUNTY personnel in their reasonable discretion is not agreed upon in writing within
30 days of the tender of GMP, the COUNTY reserves the right to terminate this Contract
for convenience and the CONTRACTOR will immediately tender all documents, in
accordance with the applicable provisions of this agreement. The CONTRACTOR shall
have no recourse from this termination and the COUNTY shall take such documents, as
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defined, in 9.1 herein, and commence negotiations with the second and third ranked
firm, respectively. Conditions precedent to a Phase II contract for this project are the
satisfactory final completion of Phase I and an agreed upon GMP. If a GMP is agreed to
with the CONTRACTOR, a separate agreement will be entered into between the parties.
ARTICLE 4- COMPENSATION
4.1 Owner agrees to pay CONTRACTOR, in the manner specified in Section 4.2, the total
Lump Sum Compensation in the amount of Eleven thousand, seven hundred forty
eight dollars, and thirty three cents. ($11,748.33) for work actually performed and
completed pursuant to this Agreement, which amount shall be accepted by
CONTRACTOR as full compensation for all such work. It is acknowledged and agreed
by CONTRACTOR that this amount is the maximum payable and constitutes a limitation
upon Owner's obligation to compensate CONTRACTOR for its services related to the
Scope of Services set forth in Exhibit A attached hereto and in this Agreement. This
maximum amount, however, does not constitute a limitation, of any sort, upon
CONTRACTOR's obligation to perform all items of work required by or which can be
reasonably inferred from the Scope of Services. No amount shall be paid to
CONTRACTOR to reimburse its expenses.
The Lump Sum Compensation for Phase I Pre-Construction Services in the
amount of Eleven thousand, seven hundred forty eight dollars, and thirty three
cents. ($11,748.33) shall be paid out in accordance with the percentage amount set
forth therein as follows:
Project Phases Fee %
Scheduling 10%
Constructability Review 20%
Cost Estimating 20%
Value Engineering 10%
Guaranteed Maximum Price (GMP) 20%
Prequalification of Subcontractors 20%
4.1.1 It is understood that the method of compensation is that of Lump Sum which
means that CONTRACTOR shall perform all services set forth in Exhibit A, and
in this Agreement, for the total compensation in the Lump Sum amount, including
all reimbursable expenses.
4.2 METHOD OF BILLING AND PAYMENT
4.2.1. CONTRACTOR may submit invoices for compensation no more often than on a
monthly basis, but only after the services for which the invoices are submitted
have been completed. Such invoices shall include the phase of the services for
which invoice is submitted along with a detail of the task or services performed
for that phase. An original invoice plus one copy are due within fifteen (15) days
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of the end of the month, except the final invoice which must be received no later
than thirty (30) days after this Agreement expires. Invoices shall designate the
nature of the services performed and/or the expenses incurred.
4.2.2. COUNTY shall pay CONTRACTOR within thirty (30) calendar days of receipt of
CONTRACTOR's proper statement. To be deemed proper, all invoices must
comply with the requirements set forth in this Agreement and must be submitted
on the form and pursuant to instructions prescribed by PROJECT MANAGER.
Payment may be withheld for failure of CONTRACTOR to comply with a term,
condition, or requirement of this Agreement.
4.3 Notwithstanding any provision of this Agreement to the contrary, COUNTY may withhold,
in whole or in part, payment to the extent necessary to protect itself from loss on account
of inadequate or defective work which has not been remedied, or resolved in a manner
satisfactory to the PROJECT MANAGER, and/or due to CONTRACTOR's failure to
comply with Section 9.1 herein. The amount withheld shall not be subject to payment of
interest by COUNTY.
4.4 Payment shall be made to CONTRACTOR at the address registered for CONTRACTOR
with Maricopa County's Materials Management/Finance Departments at their on-line
registration: www.maricopa.gov/materials.
ARTICLE 5- CHANGES IN SCOPE OF SERVICES
5.1 Any change to the Scope of Services must be accomplished by a written amendment,
executed by the parties in accordance with Article 9 herein.
ARTICLE 6 - INDEMNIFICATION
6.1 To the fullest extent permitted by law, the CONTRACTOR shall defend, indemnify, and
hold harmless, COUNTY, and its agents, representatives, officers, directors, officials,
and employees from and against all claims, damages, losses, and expenses including,
but not limited to, attorney fees, court costs, expert witness fees, and the cost of
appellate proceedings, relating to, arising out of, or alleged to have resulted from the
negligent acts, errors, omissions or mistakes relating to the performance of this Contract.
The CONTRACTOR'S duty to defend, indemnify, and hold harmless COUNTY, its
agents, representatives, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss or expense that is attributable to bodily injury,
sickness, disease, death, or injury to, impairment, or destruction of property, including
loss of use resulting therefrom, caused by any negligent acts, errors, omissions, or
mistakes in the performance of this Contract including any person for whose negligent
acts, errors, omissions, or mistakes the CONTRACTOR may be legally liable.
The amount and type of insurance coverage requirements set forth herein will in no way
be construed as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to the sole negligence of County.
ARTICLE 7 - INSURANCE
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Contract between Maricopa County and Woodruff Construction pg #

7.1 The CONTRACTOR, at the CONTRACTOR'S own expense, shall purchase and
maintain the herein stipulated minimum insurance from a company or companies duly
licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of A7.
In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a
company or companies, which are authorized to do business in the State of Arizona,
provided that said insurance companies meet the approval of COUNTY. The form of
any insurance policies and forms must be acceptable to COUNTY.
7.1.1 All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the Contract is
satisfactorily completed and formally accepted. Failure to do so may, at the sole
discretion of COUNTY, constitute a material breach of this Contract.
7.1.2 CONTRACTOR'S insurance shall be primary insurance as respects COUNTY,
and any insurance or self-insurance maintained by COUNTY shall not contribute
to it.
7.1.3 Any failure to comply with the claim reporting provisions of the insurance policies
or any breach of an insurance policy warranty shall not affect the COUNTY'S
right to coverage afforded under the insurance policies.
7.1.4 The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to COUNTY under such
policies. CONTRACTOR shall be solely responsible for the deductible and/or
self-insured retention and COUNTY, at its option, may require the
CONTRACTOR to secure payment of such deductibles or self-insured retentions
by a surety bond or an irrevocable and unconditional letter of credit.
7.1.5 COUNTY reserves the right to request and to receive, within ten (10) working
days, certified copies of any or all of the herein required insurance policies and/or
endorsements. COUNTY shall not be obligated, however, to review such
policies and/or endorsements or to advise the CONTRACTOR of any
deficiencies in such policies and endorsements, and such receipt shall not relieve
the CONTRACTOR from, or be deemed a waiver of Maricopa COUNTY'S right
to insist on strict fulfillment of the CONTRACTOR'S obligations under this
Contract.
7.1.6 The insurance policies required by this Contract, except Workers' Compensation,
shall name COUNTY, its agents, representatives, officers, directors, officials, and
employees as Additional Insured's.
7.1.7 The policies required hereunder, except Workers' Compensation, shall contain a
waiver of transfer of rights of recovery (subrogation) against COUNTY, Maricopa
County, City its agents, representatives, officers, directors, officials, and
employees for any claims arising out of the CONTRACTOR'S work or service.
7.1.8 CONTRACTOR is required to procure and maintain the following coverages:
7.1.8.1 Commercial General Liability. Commercial General Liability insurance
and, when necessary, Commercial Umbrella insurance with a limit of not
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less than $2,000,000 for each occurrence, $2,000,000
Personal/Advertising Injury, $4,000,000 Products/Completed Operations
Aggregate, and $4,000,000 General Aggregate Limit. The policy shall
include coverage for bodily injury, broad form property damage, and
blanket contractual coverage, and shall not contain any provision that
would serve to limit third party action over claims. There shall be no
endorsement or modification of the CGL limiting the scope of coverage for
liability arising from explosion, collapse, or underground property
damage.
7.1.8.2 Automobile Liability. Commercial/Business Automobile Liability
insurance and, if necessary, Commercial Umbrella insurance with a
combined single limit for bodily injury and property damage of not less
than $2,000,000 each occurrence with respect to any of the
CONTRACTOR'S owned, hired, and non-owned vehicles assigned to or
used in performance of the CONTRACTOR's work or services under this
Contract.
7.1.8.3 Workers' Compensation. Workers' Compensation insurance to cover
obligations imposed by federal and state statutes having jurisdiction of
the CONTRACTOR'S employees engaged in the performance of the
work or services under this Contract; and Employer's Liability insurance
of not less than $1,000,000 for each accident, $1,000,000 disease for
each employee, and $1,000,000 disease policy limit.
CONTRACTOR waives all rights against COUNTY and its agents,
officers, directors and employees for recovery of damages to the extent
these damages are covered by the Workers' Compensation and
Employer's Liability or commercial umbrella liability insurance obtained by
CONTRACTOR pursuant to this agreement.
7.1.8.4 Builder's Risk (Property) Insurance. CONTRACTOR shall
purchase and maintain, on a replacement cost basis, Builders' Risk
insurance and, if necessary, Commercial Umbrella insurance in the
amount of the initial Contract amount as well as subsequent modifications
thereto for the entire work at the site. Such Builders' Risk insurance shall
be maintained until final payment has been made or until no person or
entity other than COUNTY has an insurable interest in the property
required to be covered, whichever is earlier. This insurance shall include
interests of COUNTY, CONTRACTOR, and all subcontractors and sub-
subcontractors in the work during the life of the Contract and course of
construction, and shall continue until the work is completed and accepted
by COUNTY. For new construction projects, CONTRACTOR agrees to
assume full responsibility for loss or damage to the work being performed
and to the structures under construction. For renovation construction
projects, CONTRACTOR agrees to assume responsibility for loss or
damage to the work being performed at least up to the full Contract
amount, unless otherwise required by the Contract documents or
amendments thereto.
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Builders' Risk insurance shall be on a special form and shall also cover
false work and temporary buildings and shall insure against risk of direct
physical loss or damage from external causes including debris removal,
demolition occasioned by enforcement of any applicable legal
requirements, and shall cover reasonable compensation for architect's
service and expenses required as a result of such insured loss and other
"soft costs" as required by the Contract.
Builders' Risk insurance must provide coverage from the time any
covered property comes under CONTRACTOR'S control and/or
responsibility, and continue without interruption during construction,
renovation, or installation, including any time during which the covered
property is being transported to the construction installation site, and
while on the construction or installation site awaiting installation. The
policy will provide coverage while the covered premises or any part
thereof are occupied. Builders' Risk insurance shall be primary and any
insurance or self-insurance maintained by the County is not contributory.
(May not be applicable on all horizontal construction projects or may be
required for complex projects. Use discretion.)
If the Contract requires testing of equipment or other similar operations, at
the option of COUNTY, CONTRACTOR will be responsible for providing
property insurance for these exposures under a Boiler Machinery
insurance policy or the Builders' Risk Insurance policy.
7.1.8.5 COVERAGES
Commercial General
Liability $2,000,000 Each Occurrence
$2,000,000 Personal & Advertising
Injury
$4,000,000 General Aggregate
$4,000,000 Products/Completed
Operations
Automotive Liability $2,000,000 Each Occurrence
Workers' Compensation $1,000,000 Each Accident
$1,000,000 Disease for Each
Employee
$ 1 ,000 ,000 Disease Policy Limit
Builders' Risk Replacement Cost
7.2 CERTIFICATES OF INSURANCE
7.2.1 Prior to commencing work or services under this Contract, the CONTRACTOR
shall furnish County with Certificates of Insurance in a form acceptable to
COUNTY, or formal endorsements as required by the Contract in the form
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provided by the County, issued by the CONTRACTOR'S insurer(s), as evidence
that policies providing the required coverage's, conditions, and limits required by
this Contract are in full force and effect. Such certificates shall identify this
contract number and contract title.
7.2.2 In the event any insurance policy(ies) required by this contract is(are) written on
a "claims made" basis, coverage shall extend for two (2) years past completion
and acceptance of the CONTRACTOR'S work or services and as evidenced by
annual Certificates of Insurance.
7.2.3 If a policy does expire during the life of the Contract, a renewal certificate must
be sent to COUNTY fifteen (15) days prior to the expiration date.
7.3 CANCELLATION AND EXPIRATION NOTICE
7.3.1 Insurance required herein shall not expire, be canceled, or materially changed
without thirty (30) days prior written notice to COUNTY.
ARTICLE 8 - TERMINATION OR SUSPENSION OF THE CONTRACT
8.1. TERMINATION BY THE OWNER FOR CAUSE
8.1.1. Criteria for Termination for Cause. The Owner may terminate the Contract if the
CMR
8.1.1.1. Persistently or repeatedly refuses or fails to supply enough properly
skilled Workers or proper materials;
8.1.1.2. Persistently disregards laws, ordinances, or rules, regulations or orders of
a public authority having jurisdiction;
8.1.1.3. Material breaches of any provision of the Contract;
8.1.1.4. Fails to furnish the Owner with assurances satisfactory to the Owner
evidencing the CMR's ability to complete the Work in compliance with all
the requirements of the Contract; or
8.1.1.5. Fails after commencement of the Work to proceed diligently and
continuously with the construction and completion of the Work for more
than seven (7) days, except as permitted under the Contract.
8.1.1.6. Persistently or repeatedly refuses or fails to carry out the Safety
provisions as required by Contract.
8.1.1.7. Fails to make payment to Subcontractors for materials or labor in
accordance with the respective agreements between the CMR and the
Subcontractors;
8.1.2. Effect of Termination for Cause. When any of the above conditions exist, the
Owner, after consultation with the Owner's Agent, and upon certification by the
A/E that sufficient cause exists to justify such action, may without prejudice to
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any other rights or remedies of the Owner and after giving the CMR and the
CMR's Surety, if any, three (3) days' written notice, terminate the Contract and
may, subject to any prior rights of the Surety:
8.1.2.1. Take possession of the Site and all materials, equipment, tools, and
construction equipment machinery thereon owned by the CMR ;
8.1.2.2. Accept assignment of subcontracts pursuant to the terms of this
contract and A.R.S.; and
8.1.2.3. Finish the Work by whatever reasonable method the Owner may deem
expedient.
8.1.3. CMR Right to Receive Payment. When the Owner terminates the Contract for
one of the reasons stated in Article 8.1.1, the CMR shall not be entitled to receive
further payment until the Work is finished.
8.1.4. Costs for Finishing Work. If the unpaid balance of the Contract Sum exceeds
costs of finishing the Work, including compensation for the Owner's and A/E's
services and expenses made necessary thereby, such excess shall be paid to
the CMR. If such costs exceed the unpaid balance, the CMR shall pay the
difference to the Owner. The amount to be paid to the CMR or Owner, as the
case may be, shall, upon application, be certified by the A/E after consultation
with the Owner, and this obligation for payment shall survive termination of the
Contract.
8.2. SUSPENSION BY THE OWNER FOR CONVENIENCE
8.2.1, Owner's Right. The Owner may, without cause, order the CMR in writing to
suspend, delay or interrupt the Work in whole or in part for such period of time as
the Owner may determine.
8.2.2. Adjustment in Contract Sum. An adjustment shall be made for increases in the
cost of performance of the Contract, including profit on the increased cost of
performance, caused by suspension, delay or interruption. No adjustment shall
be made to the extent:
8.2.2.1. That performance is, was or would have been so suspended, delayed
or interrupted by another cause for which the CMR is responsible; or
8.2.2.2. That an equitable adjustment is made or denied under another
provision of this Contract.
8.2.3. Method for Adjustment in Contract Sum. Adjustments made in the cost of
performance may have a mutually agreed fixed or percentage fee.
8.3. OWNER'S TERMINATION FOR CONVENIENCE
8.3.1. Effect of Termination for Convenience. The Owner reserves the right to
terminate the Contract for convenience and without cause even if the CMR has
not failed to perform any part of the Contract. Termination of the Work hereunder
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shall be effected by written notice to the CMR. Upon receipt of such notice, the
CMR shall, unless the notice otherwise directs:
8.3.1.1. Immediately discontinue the Work and the placing of all orders and
subcontracts in connection with this Contract;
8.3.1.2. Immediately cancel all of the existing orders and subcontracts made
hereunder;
8.3.1.3. Immediately transfer to the Owner all materials, supplies, Work in
progress, appliances, facilities, machinery and tools acquired by the
CMR in connection with the performance of the Contract, and take such
action as may be necessary or as the Owner may direct for protection
and preservation of the Work relating to this Contract; and
8.3.1.4. Deliver all plans, Drawings, Specifications and other necessary
information to the Owner.
8.3.2. CMR's Exclusive Remedy. If the Owner terminates the Contract for
convenience, the following shall be the CMR's exclusive remedy:
8.3.2.1. Reimbursement of all actual expenditures and costs approved by the
Owner as having been made or incurred in performing the Work;
8.3.2.2. Reimbursement of expenditures made and costs incurred with the
Owner's prior written approval in settling or discharging outstanding
commitments entered into by the CMR in performing the Contract; and
8.3.2.3. Payment of profit, in so far as profit is realized hereunder, of an amount
equal to the estimated profit on the entire Contract at the time of
termination multiplied by the percentage of completion of the Work. In
no event shall the CMR be entitled to anticipated fees or profits on Work
not required to be performed.
8.3.3. Warranties, Guarantees and lndemnitees to Remain in Effect. All obligations of
the CMR under the Contract with respect to completion of the Work, including but
not limited to all warranties, guarantees and indemnities, shall apply to all Work
completed or substantially completed by the CMR prior to a convenience
termination by the Owner. Notwithstanding the above, any convenience
termination by the Owner or payments to the CMR shall be without prejudice to
any claims or legal remedies that the Owner may have against the CMR for any
cause.
8.3.4. Conversion of Termination for Cause to Termination for Convenience. Upon a
determination that a termination of this Contract other than a termination for
convenience under this Article was wrongful or improper for any reason, such
termination shall automatically be deemed converted to a convenience
termination under this Article 8, and the CMR's remedy for such wrongful
termination shall be limited to the recoveries specified under Article 8.3.2.
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8.3.5. Remedy Limited to Damages. In the event that the CMR is terminated, whether
for cause or convenience, the CMR's sole remedy shall be for damages. In no
event shall the CMR be entitled to reinstatement or other equitable relief from a
court or through alternative dispute resolution as provided in the Phase II
Construction Services Contract.
8.3.6. Notice that Contract is Subject to Termination Provisions of A.R.S. § 38-511.
The parties acknowledge, and as required by law, notice is hereby given that this
Contract is subject to A.R.S. § 38-511.
ARTICLE 9- MISCELLANEOUS
9.1 OWNERSHIP OF DOCUMENTS
Any and all reports, photographs, surveys, and other data and documents provided or
created in connection with this Agreement are and shall remain the property of
COUNTY. In the event of termination of this Agreement, any reports, photographs,
surveys, estimates, schedules, drawings, and other data and documents prepared by
CONTRACTOR, whether finished or unfinished, shall become the property of COUNTY
and shall be delivered by CONTRACTOR to the PROJECT MANAGER within seven (7)
days of termination of this Agreement by either party. Any compensation due to
CONTRACTOR shall be withheld until all documents are received as provided herein.
This shall apply to all documents produced in any phase of the work, regardless of
whether a subsequent phase is undertaken with CONTRACTOR.
9.2 AUDIT RIGHT AND RETENTION OF RECORDS
COUNTY shall have the right to audit the books, records and accounts of
CONTRACTOR that are related to this Project. CONTRACTOR shall keep such books,
records, and accounts as may be necessary in order to record complete and correct
entries related to the Project.
CONTRACTOR shall preserve and make available, at reasonable times for examination
and audit by COUNTY, all financial records, supporting documents, statistical records,
and any other documents pertinent to this Agreement for the required retention period of
9 years. If any audit has been initiated and audit findings have not been resolved at the
end of the retention period or three (3) years, whichever is longer, the books, records,
and accounts shall be retained until resolution of the audit findings. Any incomplete or
incorrect entry in such books, records, and accounts shall be a basis for COUNTY's
disallowance and recovery of any payment upon such entry.
9.3 NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS
WITH DISABILITIES; SMALL BUSINESS ENTERPRISE POLICY
9.3.1 This Contract is made in accordance with and subject to the provision of all
applicable laws, statutes, ordinances, rules, regulations, executive orders and
codes. To the extent required by applicable law, each party hereto shall comply
and require its Subcontractors and suppliers to comply with all then applicable
federal, state of Arizona and local nondiscrimination laws, rules, regulations,
ordinances and executive orders, including, without limitation, the Civil Rights Act
of 1964, the Age Discrimination in Employment Act and the Americans with
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Disabilities Act, as they may be amended, modified, codified, supplemented or
repealed from time to time.
9.3.2 It is Maricopa County's policy to provide Small Business Enterprises (SBE) with
the opportunity to participate in the County's solicitation process and to be
considered to fulfill the requirements for various commodities and services. This
contract has no requirement for utilization of SBEs, however it does require that
utilization of SBE firms by CMR be reported for tracking by the County. A full
description of the County's SBE program and the contractual requirements are
attached hereto and incorporated herein by reference in Exhibit B.
9.4 INDEPENDENT CONTRACTOR
CONTRACTOR is an independent contractor under this Agreement. Services provided
by CONTRACTOR pursuant to this Agreement shall be subject to the supervision of
CONTRACTOR. In providing such services, neither contractor nor its agents shall act
as officers, employees, or agents of the COUNTY. This Agreement shall not constitute
or make the parties a partnership or joint venture. The COUNTY is not responsible for
any debt, default, act or omission of the Contractor.
9.5 THIRD PARTY BENEFICIARIES
Neither CONTRACTOR nor COUNTY intend to directly or substantially benefit a third
party by this Agreement. Therefore, the parties agree that there are no third party
beneficiaries to this Agreement and that no third party shall be entitled to assert a claim
against either of them based upon this Agreement. The parties expressly acknowledge
that it is not their intent to create any rights or obligations in any third person or entity
under this Agreement.
9.6 NOTICES
Whenever either party desires to give notice to the other, such notice must be in writing,
sent by certified United States mail, postage prepaid, return receipt requested, or by
hand-delivery with a request for a written receipt of acknowledgment of delivery,
addressed to the party for whom it is intended at the place last specified. The place for
giving notice shall remain the same as set forth herein until changed in writing in the
manner provided in this section. For the present, the parties designate the following:
Leah Hanwell, Facilities Project Manager Supervisor
Maricopa County Facilities Management Department
Maricopa County
401 W. Jefferson St
Phoenix, AZ 85003
FOR CONTRACTOR:
Wade Woodruff, Vice President
Woodruff Construction
9401 N. 7th Ave
Phoenix, AZ 85021
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9.7 ASSIGNMENT AND PERFORMANCE
Neither this Agreement nor any interest herein shall be assigned, transferred, or
encumbered by either party. In addition, CONTRACTOR shall not subcontract any
portion of the work required of it by this Agreement without written consent of the
PROJECT MANAGER.
CONTRACTOR represents that all persons delivering the services required by this
Agreement have the knowledge and skills, either by training, experience, education, or a
combination thereof, to adequately and competently perform the duties, obligations, and
services set forth in the Scope of Services and to provide and perform such services to
COUNTY's satisfaction for the agreed compensation.
CONTRACTOR shall perform its duties, obligations, and services under this Agreement
in a skillful and respectable manner. The quality of CONTRACTOR's performance and
all interim and final product(s) provided to or on behalf of COUNTY shall be comparable
to the best local and national standards.
9.8 CONFLICTS
Neither CONTRACTOR nor its employees shall have or hold any continuing or
frequently recurring employment or contractual relationship that is substantially
antagonistic or incompatible with CONTRACTOR's loyal and conscientious exercise of
judgment related to its performance under this Agreement.
CONTRACTOR agrees that none of its officers or employees shall, during the term of
this Agreement, serve as an expert witness against COUNTY in any legal or
administrative proceeding in which he or she is not a party, unless compelled by court
process. Further, CONTRACTOR agrees that such persons shall not give sworn
testimony or issue a report or writing, as an expression of his or her expert opinion,
which is adverse or prejudicial to the interests of COUNTY in connection with any such
pending or threatened legal or administrative proceeding. The limitations of this section
shall not preclude CONTRACTOR or any other persons from representing themselves in
any action or in any administrative or legal proceeding.
In the event CONTRACTOR is permitted to utilize subcontractors to perform any
services required by this Agreement, CONTRACTOR agrees to prohibit such
subcontractors, by written contract, from having any conflicts within the meaning of this
section.
9.9 CONTINGENCY FEE
CONTRACTOR warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for CONTRACTOR, to solicit or secure
this Agreement and that it has not paid or agreed to pay any person, company,
corporation, individual or firm, other than a bona fide employee working solely for
CONTRACTOR, any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this agreement. For a breach
or violation of this provision, COUNTY shall have the right to terminate this Agreement
without liability at its discretion, or to deduct from the Agreement price or otherwise
recover the full amount of such fee, commission, percentage, gift or consideration.
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9.11 MATERIALITY AND WAIVER OF BREACH
COUNTY AND CONTRACTOR agree that each requirement, duty, and obligation set
forth herein is substantial and important to the formation of this Agreement and,
therefore, is a material term hereof.
COUNTY failure to enforce any provision of this Agreement shall not be deemed a
waiver of such provision or modification of this Agreement. A waiver of any breach of a
provision of this Agreement shall not be deem a waiver of any subsequent breach and
shall not be construed to be a modification of the terms of this Agreement.
9.11 COMPLIANCE WITH LAWS
CONTRACTOR shall comply with all federal state, and local laws, codes, ordinances,
rules, and regulations in performing its duties, responsibilities, and obligations pursuant
to this Agreement.
9.12 SEVERANCE
In the event a portion of this Agreement is found by a court of competent jurisdiction to
be invalid, the remaining provisions shall continue to be effective unless COUNTY or
CONTRACTOR elects to terminate this Agreement. An election to terminate this
Agreement based upon this provision shall be made within seven (7) days after the
finding by the court becomes final.
9.13 JOINT PREPARATION
The parties acknowledge that they have sought and received whatever competent
advice and counsel as was necessary for them to form a full and complete
understanding of all rights and obligations herein and that the preparation of this
Agreement has been their joint effort. The language agreed to expresses their mutual
intent and the resulting document shall not, solely as a matter of judicial construction, be
construed more severely against one of the parties than the other.
9.14 PRIORITY OF PROVISIONS
If there is a conflict or inconsistency between any term, statement, requirement, or
provision of any exhibit attached hereto, any document or events referred to herein, or
any document incorporated into this Agreement by reference and a term, statement,
requirement, or provision of this Agreement, the term, statement, requirement, or
provision contained in this Agreement shall prevail and be given effect.
9.15 APPLICABLE LAW AND VENUE
This Agreement shall be interpreted and construed in accordance with and governed by
the laws of the State of Arizona. Venue for litigation or any proceedings concerning this
Agreement shall be in Maricopa County, Arizona.
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9.16 AMENDMENTS
No modification, amendment, or alteration in the terms or conditions contained herein
shall be effective unless contained in a written document prepared with the same or
similar formality as this Agreement and executed by the COUNTY and CONTRACTOR.
All amendments to this Contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County
9.17 PRIOR AGREEMENTS
This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements, and understandings applicable to the matters contained
herein and the parties agree that there are no commitments, agreements or
understandings concerning the subject matter of this Agreement that are not contained
in this document. Accordingly, the parties agree that no deviation from the terms hereof
shall be predicated upon any prior representations or agreements, whether oral or
written. It is further agreed that no modification, amendment or alteration in the terms or
conditions contained herein shall be effective unless set forth in writing in accordance
with Section 9.16 above.
9.18 DRUG-FREE WORKPLACE
It is a requirement of COUNTY that it enter into contracts only with firms that certify the
establishment of a drug free work place. Execution of this Agreement by
CONTRACTOR shall serve, as CONTRACTOR's required certification that it either has
or that it will establish a drug free work place.
9.19 INCORPORATION BY REFERENCE
The truth and accuracy of each "Whereas" clause set forth herein is acknowledged by
the parties. The attached Exhibits are incorporated into and made a part of this
Agreement.
9.20 LEGAL WORKER REQUIREMENTS
As required by Arizona Revised Statutes §41-4401, the County is prohibited after
September 30, 2008 from awarding a contract to any service or construction
contractor who fails, or whose subcontractors fail, to comply with Arizona
Revised Statutes § 23-214-A. The Contractor warrants that it complies fully with
all federal immigration laws and regulations that relate to its employees, that it
shall verify, through the employment verification pilot program as jointly
administered by the U.S. Department of Homeland Security and the Social
Security Administration or any of its successor programs, the employment
eligibility of each employee hired after December 31, 2007, and that it shall
require its subcontractors and sub-subcontractors to provide the same warranties
to the Contractor. The Contractor acknowledges that a breach of this warranty
by Contractor or by any subcontractor or sub-subcontractor under this Contract
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shall be deemed a material breach of this Contract, and is grounds for penalties,
including termination of this Contract, by Maricopa County. Maricopa County
retains the right to inspect the records of any Contractor, subcontractor and sub-
subcontractor employee who performs work under this Contract, and to conduct
random verification of the employment records of the Contractor and any
subcontractor and sub-subcontractor who works on this Contract, to ensure that
the Contractor and each subcontractor and sub-subcontractor is complying with
the warranties set forth above. Contractor shall be responsible for all costs
associated with compliance with this requirement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first
above written, each of which shall, without proof or accounting for the other counterparts, be deemed an
original contract.
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7/a3/(3
Principal (Signature) Date
Wade Woodruff, 86-0719004
Printed Name Federal Tax Identification Number
Vice President R00096809
Title Arizona Contractor's License Number
Net 30 90669
Vendor Terms NIGP Commodity Code (Advantage)
COUNTY OF MARICOPA, ARIZONA
RECOMMENDED BY: ACCEPTED AND APPROVED:
Department Head Date Chairman, Board of Supervisors Date
ATTEST:
Clerk of the Board Date
LEGAL REVIEW
Approved as to form and within the powers
and authority granted under the laws of the
State of Arizona to Maricopa County.
Maricopa County Attorney
By:
Deputy County Attorney
Date:
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LIST OF EXHIBITS AND FORMS
EXHIBITS: A. SCOPE OF SERVICES
B. SMALL BUSINESS ENTERPRISE PROGRAM
C. INSURANCE FORM
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EXHIBIT A
SCOPE OF SERVICES
The scope of work defining preconstruction services to be provided by the Construction
Manager at Risk (CONTRACTOR) for this project, are as follows:
SCHEDULING
(A) The CONTRACTOR shall develop a Detailed Project Schedule, utilizing Critical
Path Method (CPM) logic sequencing, reflecting the design (remaining portion
thereof) and construction of the overall project.
(B) The CONTRACTOR shall utilize the completed Detailed Project Schedule, to
develop a Project Control Schedule, which shall be presented in a bar graph
format. The purpose of the Project Control Schedule is to summarize the
information contained in the CPM schedule in order to provide the project team
with a management tool and an overall project visual aid to easily determine the
schedule and status of the total project and shall be provided to the County in
MicroSoft Project. The information derived from these two schedules are to
become part of the CONTRACTOR's management plan developed by the
CONTRACTOR.
(C) CONTRACTOR shall periodically update on a monthly basis both the Detailed
Project Schedule and the Project Control Schedule throughout the term of the
preconstruction and construction phases of the project as part of the
CONTRACTOR's management activity.
II. CONSTRUCTABILITY REVIEW
(A) The CONTRACTOR shall review and evaluate Design Development documents
for clarity, consistency, completeness, and ease of construction in order to
achieve the overall objective of the project.
(B) CONTRACTOR's review of the design documents shall include the following
activities:
Preparing a Master Checklist to be used as a g evieweng each
technical discipline.
2. Conducting reviews by preparing a "mark-up" set of documents and a list
of comments corresponding to the "mark-up."
3. Preparing and presenting a written report of constructability problems and
concerns, including:
(a) recommendations
(b) checklist and comments
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at least at each of the following stages:
(a) programming
(b) schematic design
(c) design development
(d) construction documents
4. Attending workshop meetings with the Consultant and the PROJECT
MANAGER to review proposed changes and recommending the changes,
which are to be implemented for the project.
5. Verifying and conducting final review of changes to the construction
Documents.
III. COST ESTIMATING
(A) The CONTRACTOR shall be responsible for preparing a minimum of four
Construction Cost Estimates.
(B) The CONTRACTOR shall prepare the first Construction Cost Estimate based on
the information prepared at the completion of the Programming phase and shall
estimate the cost of the major elements and subcomponents of the project. The
purpose of the first Construction Cost Estimate is to verify the owner's ability to
complete the project within the established construction budget. The cost
information derived from this estimate shall directly relate to the
CONTRACTOR's recommendations in the Constructability and Value Engineers
Report relative to ways to reduce and/or control costs.
(C) The CONTRACTOR shall prepare the second Construction Cost Estimate based
on the information prepared at the completion of the Schematic Design phase
and shall estimate the cost of the major elements and subcomponents of the
project. The purpose of the second Construction Cost Estimate is to verify the
owner's ability to complete the project within the established construction budget.
The cost information derived from this estimate shall directly relate to the
CONTRACTOR's recommendations in the Constructability and Value Engineers
Report relative to ways to reduce and/or control costs.
(D) The CONTRACTOR shall prepare the third Construction Cost Estimate based on
Design Development documents and shall estimate the cost of the major
elements and subcomponents of the project. The purpose of the first
Construction Cost Estimate is to verify the owner's ability to complete the project
within the established construction budget. The cost information derived from
this estimate shall directly relate to the CONTRACTOR's recommendations in the
Constructability and Value Engineers Report relative to ways to reduce and/or
control costs.
(E) The final Construction Cost Estimate shall be based on one hundred percent
(100%) complete construction documents and shall be "permit ready" with
sufficient detail to permit issuance of a building permit and to obtain all required
approval of all governmental authorities having jurisdiction over the project. The
second Construction Cost Estimate shall be used as the basis for negotiating the
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Guaranteed Maximum Price (GMP) for the project and the basis for monitoring
status of the project throughout the construction phase.
(F) Additional Construction Cost Estimates may need to be developed during the
pre-construction phase of the project and will be identified by the County
PROJECT MANAGER prior to development of the Lump Sum Compensation
amount.
IV. VALUE ENGINEERING
As a result of the CONTRACTOR'S Constructab lity Review or Construction Cost
Estimate and in order to reduce or control costs, the CONTRACTOR and Project Team
shall work together to analyze the building's structural, architectural, mechanical,
electrical and plumbing systems and elements, and make cost/performance
recommendations for the Owner's consideration. The CONTRACTOR shall prepare the
team's recommendations in the form of a written report to be presented to the Owner.
GUARANTEED MAXIMUM PRICE (GMP)
Utilizing the information arrived at by formulating a schedule and cost estimates along
with the results achieved by performing a constructability review and Value Engineering,
the Contractor shall determine a (GMP). Based upon the definition as set forth in
Section 2.15 of this agreement:
(A) The Contractor shall present the GMP in writing to the owner.
(B) The final GMP shall include all pricing documents as set forth in Section 2.21 of
this agreement.
VI. PREQUALIFICATION OF SUBCONTRACTORS
(A) The CONTRACTOR shall conduct a community outreach program to identify
potential minority subcontractors who may be selected to participate in the
project as small business enterprises (SBE) in order to satisfy the project's
assigned goals assigned by COUNTY for the construction phase of the project.
(i) CONTRACTUAL RELATIONSHIP
(1) Nothing contained in the Contract shall create any contractual
relationship between the Owner or A/E and any Subcontractor.
(ii) AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR
PORTIONS OF THE WORK
(1) Award. There are two ways to select subcontractors and major
suppliers (hereafter referred to as Subcontractors) prior to
submission of a GMP. They are qualifications-based selection and
competitive bidding.
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(2) Selection by qualifications only. The Owner may approve the
selection of a Subcontractor (s) based only on their qualifications
when the Owner agrees that it is in the best interest of the Project.
(3) Qualification based. Selection of a Subcontractor (s) should only
occur prior to the submittal of the GMP Proposal.
(4) Approval. The CMR must receive Owner approval of the selected
Subcontractor (s).
(5) Costs. The CMR will negotiate costs for services/supplies from each
Subcontractor selected under this method.
(6) Selection by competitive GMP and qualifications. All Work shall be
competitively GMP unless a Subcontractor was selected pursuant to
the Contract document(s). Competitive GMPs may occur prior to or
after the GMP Proposal.
(7) Subcontractor Interest. The CMR will develop Subcontractor
interest, submit the names of a minimum of three qualified
Subcontractors for each trade in the Project for approval by the
Owner and solicit GMP's for various work categories.
(8) Objections. If the Owner objects to any Subcontractors or to any
self-performed work for good reason, the CMR will nominate a
substitute Subcontractor.
(9) Pre-GMP Conference. The CMR will conduct a pre-GMP conference
with the prospective Subcontractors and the Owner will attend this
meeting at their discretion.
(10) Self-performed Work. If the CMR desires to self-perform certain
portions of the Work, it will request to be one of the approved
Subcontractors bidders for those specific GMP packages. The
CMR's GMP will be evaluated in accordance with the process
identified below. If events warrant and the Owner concurs that in
order to insure compliance with the project schedule and /or cost, the
CMR may self perform work without bidding or re-bidding the work.
(11) Evaluate GMPs. The CMR shall receive, open, record, and evaluate
the GMPs. The apparent low bidders will be interviewed to
determine the responsiveness of their proposals. In evaluating the
responsiveness of the GMP proposals the CMR, in addition to GMP
price, may consider the following factors: past performance on similar
projects, qualifications and experience of personnel assigned, quality
management plan, approach or understanding of the work to be
performed, and performance schedule to complete the Work. The
final evaluation of subcontractor GMPs will be done with the Owner.
The CMR will resolve any Subcontractor GMP withdrawal, protest or
disqualification in connection with the award at no increase in the
GMP.
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(12) List of Subcontractors. Within 10 days after Subcontractor GMP
opening, the CMR will prepare a list of recommended Subcontractors
for each category of Work, for the Owner's review and approval. The
list will detail:
(a) For each sub-agreement, the amount of the Subcontractor
GMP and the corresponding Subcontractor.
(b) The sum of Subcontractor GMP's received for all intended
sub-agreements.
(c) Trade work and its cost that CMR intends to self-perform, if
any.
(d) The Arizona Contractors License number of each
Subcontractor shall be provided. Upon request by the
Owner, the CMR shall promptly provide an experience
statement or other requested information providing
evidence of the Subcontractors' qualifications for the Work
and experience with similar projects.
(13) Subcontractor Summary Report. Upon Owner approval, the CMR
shall submit a summary report to the Owner of the selection process.
The report will indicate the Subcontractors contacted to determine
interest, the Subcontractors solicited, the GMPs received, costs
negotiated, and recommended Subcontractors for each category of
work.
(14) Approved Subcontractors. The approved Subcontractors will provide
a schedule of values with their GMP proposals, which will be used to
create the overall project schedule of values.
(15) Owner Objections. If, after receipt of Sub-bids or after award of
Subcontractors, the Owner objects to any nominated Subcontractor
or to any self-performed Work for good reason, the CMR will
nominate a substitute Subcontractor or Supplier from those who
submitted GMPs for the Work affected. Once such substitute
Subcontractors and Suppliers are consented to by the Owner, the
CMR's proposed GMP for the Work or portion thereof will be
correspondingly adjusted to reflect any higher or lower costs from
any such substitution.
(16) Pre-Construction Conference. Promptly after issuance of the Notice
to Proceed, the Owner will conduct a pre-award conference with the
CMR and other team members.
(iii) SUBCONTRACTUAL RELATIONS
(1) Subcontractors Subject to Contract. By an appropriate written
Agreement, the CMR shall require each Subcontractor, to the extent
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of the Work to be performed by the Subcontractor, to be bound to the
CMR by the terms of the Contract, and to assume toward the CMR
all the obligations and responsibilities which the CMR assumes
toward the Owner and A/E, except with respect to the ADR
provisions of this Contract. The CMR shall require its Subcontractors
to enter into similar agreements with their Subcontractors, except
with respect to the ADR provisions of this Contract. The CMR shall
make available to each proposed Subcontractor, prior to the
execution of the subcontract, copies of this Contract to which the
Subcontractor will be bound, except with respect to the ADR
provisions of this Contract. Each Subcontractor shall similarly make
copies of this Contract available to their Subcontractors.
(2) Terms to be Included in Subcontracts. All Work performed for the
CIVIR by a Subcontractor shall be pursuant to a written agreement
between the CMR and the Subcontractor. The CMR will insure that
each such subcontract contains provisions requiring:
(3) That the Work be performed and guaranteed in accordance with the
requirements of this Contract.
(4) Submission to the CMR of Applications for Payment under each
subcontract, and reasonable time to enable the CMR to apply for
payment in accordance with Article 4:
(a) That the Subcontractor pay sub-Subcontractors in
accordance with A.R.S. § 34-221;
(b) That the Subcontractor purchase and maintain insurance
and comply with all insurance provisions as required by
Article 7. If any subcontractor is unable to comply with this
paragraph the CMR shall request a waiver of this
requirement in writing, and shall provide justification for a
waiver. If the Owner grants the request it shall not
constitute a waiver of the Owner's right to strict
performance of this contract, including the insurance
requirements for all other subcontractors. No waiver of a
subcontractor's insurance requirements will be effective
unless it is in writing.
(c) That the Subcontractor consents to an assignment of the
subcontract from the CMR to the Owner in the event of
termination of the CMR by the Owner.
(d) That the Subcontractor complies with all safety
requirements.
(iv) CONTINGENT ASSIGNMENT OF SUBCONTRACT
(1) Each subcontract for a portion of the Work is hereby assigned by the
CMR to the Owner provided that:
Lower Buckeye & 4th Avenue Jails Flat Cell Modifications Serial # 13053-CMR
Contract between Maricopa County and Woodruff Construction Pg # 29

(a) Assignment is effective only after termination of the
Contract by the Owner for cause pursuant to this Contract
and only for those subcontracts which the Owner accepts
by notifying the Subcontractor in writing; and
(b) Assignment is subject to the prior rights of the Surety, if
any, obligated under the bond required by the Contract.
(A) The CONTRACTOR shall work in coordination with the COUNTY to verify and
ensure the eligibility of potential SBE participants for the SBE program and
counting the participation of those SBE participants towards the assigned SBE
reporting requirement for the construction project.
Lower Buckeye & 4th Avenue Jails Flat Cell Modifications Serial # 13053-CMR
Contract between Maricopa County and Woodruff Construction Pg # 30

EXHIBIT B
MARICOPA COUNTY
SMALL BUSINESS ENTERPRISE PROGRAM
CMR CONTRACTING REQUIREMENTS
PART 1 PURPOSE
1.1 It is Maricopa County's policy to provide Small Business Enterprises (SBE) with the
opportunity to participate in the County's solicitation process and to be considered to
fulfill the requirements for various commodities and services. This contract has no
requirement for utilization of SBEs, however it does require that utilization of SBE
firms by CMR be reported for tracking by the County.
PART 2 REPORTING APPLICABLE TO USE OF SBEs.
2.1 SBE CMR: An SBE CMR may indicate the SBE participation for that portion of the
contract that they themselves perform, plus those portions subcontracted to other
SBE firms.
2.2 SBE Subcontractor: The SBE amount will be based on that portion (dollar value) of
the contract that the SBE Subcontractor performs.
2.3 SBE — Non-SBE Joint Venture: A joint venture consisting of SBE participation and
non-SBE participation, functioning as a CMR, may list the SBE participation on the
basis of the percentage of profit accruing to the SBE firm.
2.4 Lower Tier Non-SBE Participation: SBE Subcontractors proposing to further
subcontract to non-SBE Contractors shall not have that portion of subcontracting
activity considered when determining SBE participation.
2.5 SBE Suppliers: Any SBE Supplier that manufactures or substantially alters the
material or product it supplies will have that portion of activity considered when
determining SBE participation.
2.6 SBE Trucking: trucking by SBEs will be the amount to be paid when the SBE trucker
has performed the trucking with his/her trucks, tractors, and employees or when an
SBE trucking broker has signed agreements with SBE truckers.
PART 3 REQUESTS FOR PAY
3.1 Each Request for Payment, including the final Request for Payment must be
accompanied by a Maricopa County SBE Program Participation Report in the form
as provided in Attachment 1 to this Section.
PART 4 ATTACHMENTS
4.1 Attachment 1: SBE Participation Reporting Form
Lower Buckeye & 4th Avenue Jails Flat Cell Modifications Serial # 13053-CMR
Contract between Maricopa County and Woodruff Construction pg #31

Maricopa County Small Business Enterprise Program
Participation Reporting Form
This form is to be submitted with each pay application or invoice. Any pay application or invoice without
this form attached is subject to rejection as not being a completed pay application or invoice pursuant to
the terms of the contract.
Name of Prime Consultant/Contractor Contract No.
Contact Person Project No.
Street Address Amount of this Pay Application/Invoice
City, State ZIP
Complete below with information on the SBE firms utilized as subconsultants/subcontractors for this pay
application/invoice. If work was self-performed and your firm, as the prime, is an SBE firm pursuant to
A.R.S. § 41-1001, et seq. then you may list your firm as the SBE firm.
SBE Firm Name SBE Firm Address Type of Work $ Pd to SBE this
Performed App/Inv
$
$
$
$
$
$
$
$
$
$
0 A mark in this box certifies that no SBE firms were utilized as the prime, sub-consultant or
subcontractor with respect to this pay application/invoice.
Date:
Signature
Phone No.:
Printed Name
Lower Buckeye & 4th Avenue Jails Flat Cell Modifications Serial # 13053-CMR
Contract between Maricopa County and Woodruff Construction Pg # 32

EXHIBIT C
CERTIFICATE OF INSURANCE
Part 1 - GENERAL
1.1 Description
1.1.1 The Maricopa County Certificate of Insurance format is hereby made a portion of
the Contract Documents.
1.2 Submittals
1.2.1 Submit "Maricopa County Certificate of Insurance" form with the CMR Contract.
Other forms, including the "ACORD" form, will not be accepted in lieu of the
Maricopa County Certificate of Insurance.
1.2.2 A sample Maricopa County Certificate of Insurance form is included in this
Section. The electronic file will be provided to the CMR.
Lower Buckeye & 4th Avenue Jails Flat Cell Modifications Serial # 13053-CMR
Contract between Maricopa County and Woodruff Construction Pg # 33

WOOD-C7 OP ID: ER
DAT E (MMIDO/VVVY)
CERTIFICATE OF LIABILITY INSURAINCI:
07/2312013
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 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 tights ko the
certificate holder In lieu of such endorsement(
PRODUCER Phone: 480-9414895 CONTACT NAME:
Eaton & Associates Inc. Fax: 480-946-351 2 PHONE (NC. No, Ext.) FAX (A/C, No):
P.O. Box 1960 E-MAIL
Scottsdale, AZ 85252-1960 ADDRESS:
Gregory J. Budiac INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A : AMCO Insurance Company 19100
INSURED BWC Enterprises, Inc. INSURER B:
dba: Woodruff Construction INSURER C:
2710 E. Lakin Drive
Flagstaff; AZ 86004 INSURER 0:
INSURERS:
INSURER F:
COVERAGES CERTIFICATE NUMBER: 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
INDIcAr E D. 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.
L rR TYPE OF INSURANCE ADDL 1NSR SUER MD POLICY NUMBER IMMJDONYVY± 155LICY-EFF—POTICY (MM1ODNYYY) E-Xir ,.. LIMITS
GENERAL LIABILITY ! rIIIIIIIIIIIII
COMMERC:;,... (IS-STEAL LIABILITY IIIIIIIIIIIIII
CLAIMS- Mi-iSE OCCUR one person) MINIIIIIIIII
all & AD I J
L. 1._ AGGR -1'
n 'TIL AGGREGATE LI M'T APPLIES D._ PEP. TI - COME/Or AGG
1 POLICY 1- - 1 i.3H 1 -' L
E I, iE . •:' INGLE LIMIT
AUTOMOBILE AU LIAILITY B ...(1..:1;._
E,(1.11.... II I II_IFRY (Per person) $
ANY AUTO
ALL OWNED :I Er: ULU) I'C'.. • 1L , IRJLIRY (Per •::ccident) $
ALS ITO A' N',..N-OAINED ' LIFE IY DAMAGE $
HIRED AuTos _ IC - #: ..dent)
$
71
UMBRELLA LIAB OCCUR EACH OCCURRENCT
EXCESS LIAB CLAIMS-MADE AGGREGATE $
LLD j I RETENTION $ $
YORKERS COMPENSATION v V \/ , TATI I. I 0TH-
A TOP. L MT I ER
•C '. ND I'M EMPLOYERS' PROPRIETOR/PARTNERE LIABILITY XECUTIVE Y1 N ACPWCA7224762094 01101/2013 01/01/2014 El. EACH p.ccic.:r..r $ 1,000,000
'A:EIGER/MEMBER (Mandatory In NH) EXCLUDED? N IA EL NFL ; -D III EMPLOYEE $ 1,000,00
DESCRIPTION I 4 yes, descnbe OF under OPERATIONS below EL DISE::/,'E - IT ' Y LIMIT S 1,000,00
. AFTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required)
..rding LBJ & 4th Avenue Jail Flat Cell Modifications. 13053 - CMR;
.12 .1.c)ect No. 1961-13-1205. Waiver of Subrogation applies in favor of
ricopa County, its agents, representatives, officers, directors,
officials and employees per attached Form WC 00 03 13 04 84.
CETTUICATE um.= (ANC ELLATION
MARI 013
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Maricopa County RID ACCORDANCE WITH THE POLICY. PROVIU.m.
401 W. Jefferson
Phoenix, AZ 85003-2278
(9)1988-2010 ACORD CORPORATION. All rights reserve
oiti) 2. 2010105) The ACORD name and logo are regit4tc -Aed me rks of ACORD.

WC 00 03 13 04 04
WORKERS COMPENSATION AND EMPLoYERS LIABILITY INSOPANicE POLICY
WAIVER OF OUR RIGHT TO 1RECovER FROM OTHERS NDOP3EiVIENT
We have the right to recover our pnyments 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 Viet you perform work under a written centred that requires you to obtain this agreement from us.)
This agreement f.7,lfall not operate directly or Indirealy to benefit anyone not named in the Schedule.
3cludule
AS REWIRED Elf WRITTEN CONTRACT
Tht ndorsement oho nhos the policy to which it is.ottached anti .c:fic:c,tiva. on the dote issued unloss otherNi$0
(The information ixv,f only wholi th endprsernent Is ria.aeod subsecocait prapai -Alori puy.)
Endorsement Effective 011(71/2013 Policy No. ACPWCA7224762094 Endorsement N o .
Insured MC Enterprises, inc. Premium
Insurance Company Countzi,tstgnoci
AMCO Insurance Company
'WC 00 03 13 04 84 Pagr of 1
'ID 1003 'Nnlo1m Coundlon Corripensallon Insurance
n^:f.A/02IT: - 74F4 likVanf- FL)n copy '12 0O0!3 1.0)

OP ID: ER
Ac) 1.7j [ DATE (MMIDDAW 0
CERTIRCATE OF L ABI Ty INSURANCE
07/23/2013
THIS CERTIFICATE 13 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
( ERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
FLOW. 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 be endorsed. If SUBROGATION IS WAIVED, subject to
Moo f..( .1-ms and conditions of the policy, certain policies may require an endorsement. A statement ort this certificate 0013$ not confer rights to the
Lerfiticate holder In lieu of such endorsement(s).
CONTACT
prouucas Phone: 480-941-4895 NAME:
P.,. Associates inc. Fax: 480-946.3512 PHONE (AC, No Ext): FAX (AC, No):
Box 1990 E-MAIL
.::-_,ttsdalo, AZ 05252-1960 ADDRESS:
IL gory J. Bucilac PRODUCL-R WOOD-C7
CUSTOMER ID
INSURER(S) AFFORDING COVERAGE NAIC *
INSURED BWC Enterprises, Inc. NSURI- A : National Fire Ins: Hartford 0413
dba: Woodruff Construction INSURER B : Insurance Company 3529
2710 E. Lakin Drive INSURER c:AGCS Marine Insurance Company i22837
Flagstaff, AZ 86004 INSURER D: Continental Casualty Company 20443
INSURER E:
INSURER F:
CO'IERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IT 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 ODE sutiq POI.ICY EFF POLICY EXP LIMITS
LTR TYPE OF INSURANCE SIR POLICY NUMBER IMM/DDIYYYY) (MMIDDIYYYX)
GENERAL LIABILITY FAr..IL OCCURRENCE $ 1,000,000
. _ .. 97/11/2013 07111/2014 7,-g.ii-o -t 10 HEN i ED 100,000
A . X COMMERCIAL GENERAL LIABILITY X X 6093649218 r REMISES (Ea occurrence) $
CLAIMS-MADE X OCCUR • MEE. I.I'L (Any one perEon) 5,000
r EI-EGNAL & ADV INJURY 1,000,000
c .NERAL AGGREGATE 2,000,000
GENE .AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP A.GG 2,000,000
I '. Y I i P R 0- T LOC $
AUTOMOBILE LIABILITY C :: LIDE !ET SINGLE: LIMIT $ 1,000,000
(E
•B _ Alir ( ALITG 5093649204 07/11/201 07/11/2014. lir.C.PIL:i INJURY (POI" person) $
ALL OWNIILD A. ITCLS IT INJURY (Per accident) $
..— SCHEDULED AUTOS I RCP._ RTY DAMAGE $
HIRED AUTOS (Pei accident)
.. X .
Y _ NON-OWNED AUTOS
UMBRELLA LIAB X OCCUR H :::LIRREN(211: 2,000,00
X EXCESS I i013 [ CLAIMS-MADE i EiA 2,000,00
5093649199 07/11/2013 07/11/2014
L E- IJiL FIE.LE
l-i:E IENTION $ 10,000 1 v,,,c_ , TATU- DT ri•
WoRHERS COMPENSATION I -1()P i• i IMITS ER
AND EMPLOYERS LIABILITY Y / N
L.PRIET'...I-.PARTNER/EXECUTIVE ' E.L. EACH ACCIDENT
,' l- :- 1, F I; /MEMEL R EXCLUDED? NI A F.L. DISE -',.Z.E - EA EMPLOYEE $
(Mandatory In NH)
I: ye - . C" e s c n b 0 under X.L. DISE:. : E- POLICY LIMIT $
ILE', 1.PIPTION OF OPERATIONS below
C Rented/Leased M2193008899 07/11/2013 07/11/2014 100,000 w/$100015ed
Spec Form
0E3 'ILVTION OF OPERATIONS! LOCATIONS! VEHICLES (Attach ACURD 101, Additional Remarks Schedule, If more space Is required)
REEL ding LBJ & 4th Avenue Jail Flat Cell Modifications. 13053 - MR.; Proj . -.5
.1_ :.,, I.,:i.L 13-1205.
S e e a IT. Ida oiled for additional wording.
TIPICATE HOLDER CANCELLATION
MARI 013
MOULT) ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Maricopa County FWD ACCORDANCE WITH THE POLICY PROVISIONS.
401 W. Jefferson
Phoenix, AZ 85003-2278 AUTHORIZED REPRESENTATIVE
@1988-2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009109) The ACONp name and loci() II re registered marks of ACORD

HOLZER CODE MAR1013 WOOD 07
NOTEPAD: INSUREDS NAME BWC Enterptises, Inc. OP ID: ER
Pegarding 1,111J 4th Avenue jail Flat Cell Modifications. 13053 - CMR;
Project NO. 19E1-13-1205. Maricopa County, its agents, representatives,
fficers, directors, officials and employees are additional insureds
on a primary and noncontributory basis per attached Form G140331D 0113.
‘Eliver of Subrogation applies in favor of . Maricopa County, its agents,
r.c.presentatives, officers, directors, officials and employees as
required by written contract per attached Form G-18652-J 07-12.

PoNcy #509.9649218
G-140331-D
CNA (Ed. 01/13)
BLANKET ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS —
WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE
It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE
PART as follows:
SCHEDULE (OPTIONAL)
Name of Additional Insured Persons Or Organizations
(As required by "written contract" . per Paragraph A. below.)
Locations of Covered Operations
(As per the "written ontract " provided the location is within the "coverage territo of his Coverage Part.)
A. Section II - Who Is An Insured is amended to include as an additional insured:
1. Any person or organization whom you are required by "written contract" to add as an additional insured on
this Coverage Part; and
2. The particular person or organization, if any, scheduled above.
The inst 'ranee provided to the additional insured is limited as fellows:
1. The person or organization is an additional insured only with respect to liability for "bodily injury," "property
damage," or "personal and advertising injury" caused In whole or in part by:
a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of
your ongoing operations specified in the "written contract"; or
b. 'Your work" that is specified in the "written contract" but only for "bodily njury" or "property damage'
included in the "products-completed operations hazard," and only if:
(1) The "written contract" requires you to provide the additional insured such coverage; and
(2) This Coverage Part provides such coverage.
2. If the "written contract" specifically requires you to provide additional insurance coverage via the 10/01
edition of CG2010 (aka CG 20 10 10 01), or via the 10/01 edition of CG2037 (aka CG 20 37 10 01), or via
the 11/85 edition of CG2010 (aka CG 20 10 11 85), then in paragraph B.1, above, the words 'caused in
whole or in part by' are replaced by the words 'arising out of'.
3. We will not provide the additional insured any broader coverage or any higher limit of insurance than:
a. The maximum permitted by law;
b. That required by the "written contract";
C. That described in B.1. above; or
d. That afforded to you under this policy,
whichever is less.
4. Notwithstanding anything to the contrary in Condition 4. Other In::;urance• (Section IV), this insurance is
excess of all other insurance available to the additional insured whether on a primary, excess, contingent or
G-1 /10331-D (Ed. 01/13)
Eage 1 of 2
Copyright, CNA All Rights Reserved.

G-140331-D
(Ed. 01/13)
CNA
any other basis. But if required by the "written contract" to be primary and non-contributory, this insurance
will be primary and non-contributory relative to insurance on which the additional insured is a Named
Insured.
5. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or
"personal and advertising injury" arising out of
0. The rendering of, or the failure to render, any professional architectural, engineering, or surveying
services, including:
(1) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports,
surveys, field orders, change orders or drawings and specifications; and
(2) Supervisory, inspection, architectural or engineering activities; or
b. Any premises or work for which the additional insured is specifically listed as an additional insured on
another endorsement attached to this Coverage Part.
C. SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows:
1. The Duties In The Event of Occurrence, Offense, Claim or Suit condition is amended to add the
following additional conditions applicable to the additional insured:
An additional insured under this endorsement will as soon as practicable:
Give us written notice of an "occurrence" or an offense which may result in a claim or "suit" under this
insurance, and of any claim or "suit" that does result;
) Except as provided in Paragraph B.4. of this endorsement, agree to make available any other insurance
the additional insured has for a loss we cover under this Coverage Part;
(3) Send us copies of all legal papers received, and otherwise cooperate with us in the investigation,
defense, or settlement of the claim or "suit"; and
(4) Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy
or program applies to a loss we cover under this Coverage Part. But if the "written contract" requires
this insurance to be primary and non-contributory, this provision (4) does not apply to insurance on
which the additional insured is a Named Insured.
We have no duty to defend or indemnify an additional insured under this endorsement until we receive from
the additional insured written notice of a claim or "suit."
D. Only for the purpose of the insurance provided by this endorsement, SECTION V — DEFINITIONS is amended
to add the following definition.
"Written contract" means a written contract or written agreement that requires you to make a person or
organization an additional insured on this Coverage Part, provided the contract or agreement:
1. Is currently in effect or becomes effective during the term of this policy; and
2. VVas executed prior to:
a. The "bodily injury" or "property damage"; or
b. The offense that caused the "personal and advertising injury;"
for which the additional insured seeks coverage under this Coverage Part.
All other terms and conditions of the Policy remain unchanged.
Material used with permission of ISO Properties, Inc.
G-140331-D (Ed. 01/13)
Page 2 of 2
Copyright, CNA All Rights Reserved.

Policy #5093649218
.G-18652-)
C (Ed. 07-42)
CONTRACTORS' GENERAL LIABILITY E.XTENSION F,NDORSEIVIENT
It is understood and agreed that this endorsement amends.the COMMERCIAL GENERAL LIABILITY COVERAGE
PART as follOwS. The changes this endorsement make S do not apply With respect to any coverage that has been
excluded or amended by another endorsement attached to this policy:
SCHEDULE
Coverage is summarized below. For particulars and limitations affecting each coverage, please. refer to the
corresponding policy prpyisions in the body of this endorsement.
. Additional insureds
Seven 'additional insured extensions.
,. podily.Injury — Expanded Definition
3. Broad Knowledge of Occurrence/ Notice of Occurrence
4. Broad Named Insured
6. Broadened Liability Coverage FOr.Demage TO "Your Product' And "Your Work"
Limit S100,000.
6. Contractual Liability 7 Railroads
Expanded definition of "insured contract.'•
7. Contractual Liability For Personal And Advertising Injury
8.. Electronic Data Liability .
Loss of Electronic Data Limit: sloc000:
9. Expanded Personal And Advertising Injury - Discrimination. Or Humiliation
1.0. Expected Or /Mended Injury
Reasonable foree — "bodily injury" be "property darriage:"
it General Aggregate Limits Of insurance .,- Per Project
12. In Rem Actions
13. Incidental Health Care Malpractice Coverage
14, Joint Ventures/Paristership/Limited Liability Companies
Coverage for your interest in such terminated or ended orgariizations.
10. Legal I.:lability/Alienated PrernisesiBorrovid Equipment Coverage
Extended perils.
Defailli limit increased to $500,000 for DaMageto Premises Rented -I 0 You.
$25,000 limit: for "prOperty damage" to borroWed tool or equipment at a jobSite.
16. Liberalization Clause.
17, Liquor Liability Coverage Extension
18. Medical Payments
Limits increaGed to $15,000.
Reporting increased tothree years from the date of accident.
19. Non-ciWned Aircraft Coverage.
20. Non-owned Watercraft
Increased to 75 feet.
21, Primary And Non-Contributory To Other Insurance
22. Pippe.rty Darhage - Elevators
27i.: .7;ipplementary Payments
Cost opf bail builds increased to :0,000.
Daily loss of earnings increased to $1,000.
:24. Unintentional Failure To•Disclose Hazards
26. Waiver Of.Subrogation:- Blanket
Waiver of sUbitgatiOn 'Where teduired bywritten contract lOt .Written agieeMent.
26: Wrap-Up Extension
G-18652-J , 07-12)
Page 1 of 12.
:dopyrighl:, CNA AII .Rights Reserved.

G-1865270
CNA (f.Ed. 0712)
1. ADDITIONAL INSURED 2. With respect to the insurance afforded to
these additional insureds, this insurance
SECTION .H WHO IS ANINSURED it amended does not apply to any "occurrence" which
to iholude as an insUred any . person Or organization takes place after the equipment lease
(Called additional insured) described in paragraphs OXpireS.
A. through G. below whom you are required to odd
in additional Insured on this policy cinder a 13, Le.ssoi. - Land
written contract or written.agreement, provided the An owner or other interest from whom land nas
writien contrabt or written agreement: been leased by you but only with respect to
I. Is currently in effect or becomes effective liability arising out of the ownership, -
during the terra of this policy; and maintenance or use of that specific part of the
lendleased to you and subject to the following
Ii. Was executed prior to the "bodily injury," additional exclusions:
"property damage" or "perSobal injurY and
advertising injury" for which the additional This, insurance does not apply to:
insured seeks coverage. 1. Any "occurrence" which takes place after
However, we will not provide the additional you cease to lease that land; Or
insured any broader coverage or any higher 2; Structural alterations, new construction or
limit of insurance than the least that is: demolition operations performed by or on
a. The maximum permitted by law; behalf of such additional insured.
b. Required in the Written contract Or written E. Lessor Premises
agreement; A Manager or lesser of Premises but only with
c. Afforded to you under this policy; or respect to liability arising out of :the ownership,
Maintenance or use of that specific . part of the
d. Described in. the applicable paragraphs A. premises leased to you and SUbjea to the
through. G. below. following additional exclusions:
Controlling tnterest 'This insurance does not apply to:
Any persons or organizations with a controlling 1. Any "occurrence" which takes place after
intereSt in .you hilt only with respect to.their you cease to be a tenant in that premise's;
liabilitYarising out of: or
1. Theirfinancial control of you; or 2. Structural alterations, new coniatruction or
2. Premises: they own, Maintain' or Centrel demolition operations perfortned by or On
while ybo lease or occupy these premises, behalf of such additional insured.
This insurance.does not apply to :structural Mortgagee, Assignee or Oec .ei.v.er
alterations, new construction and demolition' A.-mortgagee, assignee or receiver but only with
operations performed by.or for such additional respect to their liability as mortgagee, .assignee,
insured:. or rebeiVer end arising out of the:OWnership;
B. Ce-owner'afinsured P.remit:es Maintenance, Or Use of a prerniSes by you.
A.bb-oWner of a prerniSes cd-owned by.you arid This inscirence-dcieS not appyto StruCtural
covered under this insurance hot only with alteration's,. new construction or demolition
respect to the co-owner's liability as cu-oWner of operations performed by or for such additional
such prernises.. insured.
Lessor - Equipment State or Governmental Agency or
Subdivision or Political Subdivisions
1. Any.person .or organization from whom you
lease equipment; but. only with respect to A state or governmental agency or subdivision
liability for'"bodily "property.damage" Or political •scibdiViSiOn subjeCt to:the following
or "personal and 'advertising injury" . cauSed, provisions:
in 'Whole or in part.; by your maintenance ; 1. This. inSUranCe .applieS only -With respett to
operation or use of equipment leased to you the following hazards for which the state or
by such 'person or organization.. governmental agency or ,subdivision or
(Eo. 07-12)
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.G-18652-J
A 07 -12)
political subdivision has issued. a permit or CONDITIONS .Is amended toaddtbefollowing
authorization in connection with premises .provisions:
you Own or control, and to which this A. BROAD. KNOWLEDGE OF'OCCURRENCE
insUrenceappliet::
a. The exiotence, maintenance; repair, You must .give da or oU authbrize.d
Construction, erection, or removal . of representative notice of an "occurrence,"
advertising signs, awnings, canopies, Offense -claim, or 'suit only when the
cellar entrances, coal holes, driveways, "occurrence," offense, claim or "suit is known
manholes; marduccs„ hoiStaway to:
openings, sidewalk vaults, street ) You, if you .are on individual;
.banners, or decorations and similar (2) A :partner, if you: are a partnership;
expesures.or
b. The ConstrUctibn, erectiOn, or remove! (3) An executive officer or the employee
of elevators; Or 'designated by you to give eilch nOtiCe, if
you are corporetiori;..or
c. The ownerehio, Meintenance or use of (4) A Manager, if you are a limited
any elevators covered by this Company.
:insurance.
2. This insurance applies only with respect to B. NOTICE OF OCCURRENCE
operations performed by you or on your Your rights under this Coverage Part. will not he
behalf for which the state Or governmental prejudiced if you fail to give us .noticeof an
agency or subdivision or .politioel "occurrence," offense, claim o:r "suit!' and that.
subdivision has issued .permit Or .failute is solely due to your reasonable belief
authorization. that thebOdiry injuryThr "propertydarnageHAS
3. This insUrenbe does not apply to: not covered under this Coverage Part, l-low(,.3yer,
you Shall give written notice of this
"Bodily injury," "property ilaineue" or "ocCurrcrice," offense, Clairri .tesuir -to uSes
"personal and advertising injury" arising soon as you are aware that:this insurance may
out of operations performed for the apply to suCh "occurrence," offonse.claim or
federal geVernment, State Or "suit."
municipality; or 4. .BROAD NAMED INSURED.
b. "DAN. injury" . Or 'property dernage" A. Any Subsidiary or affiliate organization, other
included. Within the "products- than a partnership, joint Venture or . limited
completed operations hazard." liability' company, :in Which a Named insured
Agovernmental.permit which requires:you to s-pecifically shown in the Declarations has
add the governmental entityasen additional managenlent control, directly or through one or
insured will trigger this Provision 1. as. if the more subsidiary organizations, at the time - of
permit .were v,:e.ritten tontrect. loss will qualify as a Named Insured but only
tOfiILY MUM( —.EXPANDED.DEFINITION there iS nb other similar insurance: available: to
.suoh Organilaticin, nor Sirilli8f insurance: Which
SECTION V — DEFINITIONS, the - definition of would be available but for exhaustion of its
"bodily iniviy" is changed to read: limits. For the purpose of this provision, similar
"Bodily injury" means bodily injury, :sickness or insurance means general liability•r equivalent
disease sustained by p person, including death, insurance,, no matter whether its coverage is
humiliation; shock mental anguiSh or mental injury broader or narrower than that provided by this
by that person at any time which results as a Insurance. But if the only other similar
ConSequence of the bodily injury, sickness or insurance is 'for .a 'consolidated (Wrap-up)
disease. program," then a Subsidiary that qualifies as a
Named Insured on Such projett,spedifib
S. BROAD KNOWLEDGE OF OCCURRENCIE insurante can still qualify as a. Named Insured
NOTICE OP OGCURRFING1:-. on: this insurance; but not for projects covered
Condition 2: Dutieslo The Event:of O;currence, bythe."Co.nsolidated (wrap-up) program."
Offense, Claim or Suit of SECTION IV -.- [Please see itern.26.Q. of this endorsement for
COMMERCIAL GENERAL LIABILITY the definition of "consolidated (wrap-up)
program . 1
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G-18652-)
(Ed. 0742)
B. This endorsement does: not apply •to any (2): SincXe;
organization for which coverage is excluded by (3): Collapse; or
another endorsement attached to this policy.
C. Only for the purpose of this endorsement: (4) .Explosion
1. IVIanageMent control means: I. Damage to YoUt Work
a. Ownership interest representing more "Property damage" to "yourwork" .arieing.out of
than 50% Of the voting, appointment or it,. or any part of it and.included in.the
:designation power for the eUbsidiary "products-completed operations hazard."
organization's governing body; or This.exclusiondoes not apply ::
b. 'Having the right, pursuant to a written (1) . If the damaged work or the .work out of
contract, or pursuant to the bylaws, which the damage arises was
charter, operating agreement, or similar 'performed on your behalf by a
document Of a speoifiCally shown subcontractor; i or
.Named Insured or controlled subsidiary (2) if the 'cause Of loSS to the darnaged
'organization to select, appoint, or Work arises as e result of:
designate :a rnajOrity. Of the subsidiary
organization's :governing body. Such (a) Fire;
contract or document must have been (b) Smoke;
created prior to the time of loss; or
c. HaVing the right, pursuant to .a Written Collapse; or
trUSt agreement, to protect, control the ,(d) Explosion:.
use of,: encumber or transfer and sell *B. The following paragraph -is added to SECTION
property held by.atrust.
HI — LIMITS OF INSURANCE.:
2. Governing body means the Board of
Directors of a corporation. Subject .to 5, above, $100,000 is the most We
will pay Under Coverage A for the Surnot
3. Loss means: damages arising Out of any one"ObcOrrence'
a. The occurring of the "bodily injury" or because of"property damage' 'to "your product"'
"property damage"; or and "your work" that is caused byline, smoke,
crillapse or explosion and is included within the
b. The obriirnitting of the OfferiSe that "iproduct,completed operations hazard." This.
paused the "personal and adverting sUblirnit does :not apply t o: property darnage" to
injury." "your Work" if thedaMaged.workor the work out
D, The iri.61.11100Qe pi-ON/idea by this policy applies to of which the damage ariseS.was performed On
Named Insureds:when trading under their own your behalf by asubcontractor. . . .
names; or under such trading names ordoing- This Provision p. Broadened .Liability
business-as (DBA) names as any. .should Coverage For Damage To "Your Product"
Choose to employ. And *"Your. Work" does: not apply if an
BROADENED LIABILITY COVERAGE FOR endorsernent•of the same name is attached to
DAMAGE TO "YrWR PRODUCT" AND "YOUR this .policy.
WORK" 6. CONTRACTUAL 'LIABILITY -- RAILROADS
A. tinder SECTION I COVERAGE A — BODILY With respect to operations performed within 50 feet,
INJURY AND PROPERTY DAMAGE of railroad property, the ;definition of Insured
LIABILITY; paragraph .2. Exclusions is contract" in SECTION V -- DEFINITIONS is
amended to .delete exclusions: lc and I. and replaced by the. following::
replacetheM with the folloWing: "Insured-Contract' means:.
[This insurance does tint apply tbi a A contract for a lease of premises.. However,
k. Damage to Your Product that portion of the contract for a lease Of
"Property damage".to"your product" arising premises that iriderririifieS any rieitoh Or
out Of it, .or anypartOf it. except when organizatiop . for damage by fire to : prerni.3es
caused byor resulting from; 'while tented to" you or temporarily occupied by
(1) Fire;
G-18652,1 (Ed. 07-12)
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G-18.652-J
(Ed. 07-12)
you with permission of the owner is not an exclusion p. Electronic Data and replace it
insured contract;. with the following:
b. A sidetrack agreement; (This inSurance does riot applY to]
C. Any c:asernent or license agreement; p. Electronic Data
d. An obligation,. aS required tiy ordinance tO Damages arising out Of the loss of, loss Ofuse
indemnify . a municipality, except in connection of, . damage to, corruption: of inability to access,
with work , fOr a municipality; or inability to manipulate "electronic data" that
e. An elevator maintenance .agreement; does not result from physical injury to tangible
property;
f. That p.a.rt Of any other contract -or agreement However, this exclusion does notiapPly to
pertaining to your business . (including an liability for damages because of "bodily injury."
indemnification of a municipality in connection
With work performed for a Municipality) under B. The fel:lowing paragraph is added to SECTION
which you assume the tort liability of another III - LIMITS OF INSURANCE:
party: to .pay for "bodily injury" or "property Subject .to:5, above, $100,000 is The rnostWe
damage' to a third person or organization.: Tort will pay under Coverage A for all daMages
liability means e liability that would be imposed ariSing out of any one "occurrence" because Of
by law in the absence of any contract Or "property damage" that resultsfrom physical
agreement'. injury to tangible property and arises out of
Paragraph f. does not- include that part of arq - "electronic data."
Contract or agreement: O. The following definition it added to the
W. That indemnifies an architect, engineer' or SECTION V DEFINITIONS:
surveyor for injury or darnage arising out Of: "Electronic.data" moans information, facts. or
(ay Preparing., approving or failing to programs:stored as or on, created or used on,
prepare Or approve .map, shop Or transmitted to or from corriputer softWare
drawings, opinions, reports, surveys, (including systems and applications software) ;
field orders, change orders or drawings hard or floppy disks, CD-ROMS ., tapes, drives,
and specifications; or cells, data.processing devices or any other
(b) . .Giving directionS or inStrUctions, or media which are used with eleotrenically
faiiir to:give them, fthat i the. primary controlled equipment.
Cause of the injury or damage; D. For the purposes of the coverage provided by
(2) Under which • • • the insured., if an architect, this:. endorsement, the definition of "property
engineer or surveyor, assumes liability for damage" in . SECTION V — DEFINITIONS iS
an injury or damage arising out of the replaced by the following:
insured's rendering or failure to render 17. "Property .damage" meanc:
professional services, including those listed a. 'Physical injury to tangible. property,
in (4) above and supervisory, inspectiOn, :including all resulting loss of use of that
architeetural or engineering actiVitieS. property. All sUbh loss of USe shall be
7. CONTRACTUAL LIABILITY FOR PERSONAL deemed to bcour at the time of the
AND Al3YERTIBING INJURY physical injurythat caused it;
OnderSECTION I COVERAGE B —PERSONAL b. Loss of use of tangible property that is
AND:ADVERTISING INJURYLIABILITY:, not physically Injured. All such loss Of
Paragraph a. Exclusions is amended to delete use shall be deemed to occur at the
exclusion e. Contractual Liability. time of the: "occurrence" that caused it;
This prOVisiOn 7. does not ap.plyto anyperson or or
organization Who OtheiWise.qualifieS as an c. LoSs of, loss of Use Of, Jarnage to,
additional inSUred On thiS.COVerage-Pait. corruption of, inability: to •access, or
6. iF.LFCTROMIC.OATA LIABILITY inability to properly manipulate
"electronic data," resulting from
A. Unde.,r .0(5VE RAGE A — BODILY physical injury 10 tangible' property. All
INJI AND PROPEO7Y DAMAGE, such loss of "electronic data" shall bo
Paragraph 2.. Exchis .iolls is amended to delete
G-18652-J (rd. 07-12)
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C-1 9652-J
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deemed to occur at the time of the This provision 9. does nbt :apply to any 'person
"occurrence" that caused it. or organization who otherwise qualifies as an
additional insured on this Coverage. Part.
For the purposes of this insurance, .
"eleCtronic data" is not tangible properly. 10, EXPECTED OR INTENDED INJURY
E If Electronic Date Liability is provided at a Under SECTION I COVERAGE A —BODILY
higher limit by ailether endorsement attached to INJURY 'AND PROPERTY DAMAGE
this policy, then the $100,000 limit provided by LIABII...ITY, Paragraph 2. .Exclusions is
this Provision B. Electronic Data Liability iS amended to delete exclusion a. Expected or
part of, and not in addition to, that higher limit. Intended Injury and replace it with the
following:
9. EXPANDED PERSONAL AND ADVERTISING
INJURY , DISCRIMINATION OR HUMILIATION [This insurancedoes not apply to:]
A. SECTION V DEFINITIONS is .amended to a. Expected or 'Intended Itijtny
add the following to the definition of "Personal "Bodily injury" or "prciperty damage"
and advertising injury"; expected oreiritended from the stand 150i ht of*
h Discrimination or humiliation that results In the insured. This eXClusiondoes not.apply
injury to the feelings gr reputation Of a to "bodily injury" or "property damago"
natural person ; Out only if *such resulting from the use of reasonable tome to
discrimination or humiliation is: protect persons or property.
(1) Not done intentionally. by o at the 11. GENERAL AGGREGATE 'LIMITS OF
.directionol: INSURANCE:- PER PROJECT
(a) The insured; or A. For each construction project away from
premises you. own or rent; a Separate
lb) Any "executive officer," director, CoriStruction PrOject 'General Aggregate
stockholder, partner, member or Limit, equal to. the amount Of the General
'manager (if you are a limited liability Aggregate Limit, is the most we will pay for
company) of the insured:, and the sum of:
(2) Not direCtly or indirectly related to the 1. All damages under Coverage A, except
-employment, prospective employment, damages because of "bodily' injury" or
past employment or tentination Of "property damage' included in the
employMent Cif any person or persons "prOducts-coMpleted operations
by any insured. hazard"; and
EL Under SECTION ; I — COVERAGE B — 2. All mediCal expenses "Under Corag .e
PERSONAL AND ADVERTISING INJURY q,
LIABILITY, Paragraph 2. ExclUSIOAS is
amended to add the 'following additional that . arise from 'occurrences or
exclusions: accidents which can be attributed solely
tb ongoing :Operations at that
[ThiS insurance does not apply to] eciriStructibn :pebject. Sikh payments
Discrimination. Relating To ROOM, shall not reduce the General Aggregate
Dwelling Or Premises Limit shown in the Declarations, .nor the
COnstrUction PrOject Aggregate Unlit of
'Personal or advertising injury' caused by any other construction project.
diseriminatiOOn directly orindirectlyrelated.tO
thesale, rental, lease or sub-lease or B. AIL
prospective sale, rental, lease or sub-lease 1.. Damages under Coverage B, regardless of
of any room, dwelling or premises byor at the number of locations or construction
thedirectiOn of any -insured. projects involved;
'Fines Or Penalties' 2. Damages under Coverage A, caused by
Fines or penalties levied crimposed bye "Occurrences" which cannot be attributed
governmental entity beoa.use of solely to ongoing operations at a single
diSCriminatidn. Construction project, except .(tarnacps
because of "bodily injury" or "property
G-18652,I (Ed. 07,12)
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0-18652-i
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damage " 'included in the "products- Paragraphs 1 .b.(1) and 1.13(2) With the
completed operations hazard"; and following:
3. Medical eXpenSes under Coverage :C b. This insurance applies to "bodily injury' only
caused by accidents which cannot be if you are not in the buSiness of providing
attributed solely to ongoing operations at a professional health care services, and only
eingle:CoriatrUction project, if:
will reduce the Oeneral . Aggregate Limit shown (1) The "bodily injury' is caused by an
in the Declarations. "occurrence" that takes place in the
"coverage territory." For the purpose of
The limits •shown in the Declarations for Each this insurance:
Occurrence, for Damage To Premises Rented
To You and for Medical Expense continue to (a) "Bodily injury" caused by a "health
apply, but will be subject to either the care incident" will be considered
Construction Project Aggregate Limit or the caused by an ''occurrence'; and
GeneralAggregate Limit, depending on :(3) All acts, errors or omissions that
Whether the '"odcurrence" ban be attributed are logically connected by any
solely to ongoing operations at a particular common fact, cirOurriStarte,
construction project: situation, transaCtion, event, 'advice
D. When coverage .for liability arising out of the or decision will be considered to
''products-completed operations hazard' is constitute a Single "occurrence";
preVided, any payments for damages because (2) The "bodily injiaa(" occ.ure during the
of "bodily injury" or "property damage" included policy period. All "bodily injury" arising
in the "products-completed. operations hazard," from an "occurrence" will he .deemed to
regardless Of the number of ledationa lbw:jived have occurred at the time of the first
will reduce: the Products-Completed Operations act, error, or omission that is part of the
Aggregate Limit shown in the:Declaretions: "occurrence"; and
E. If a single construction pi-eject :away from B. With respect only to the 'insurance provided by
premises owned by or rented to the insured has this. Provision 13., Exclusion 2.e.. Employer's
been abandoned and then restarted, or if the Liability of SECTION I COVERAGE A
euthoriZed :contracting parties deviate froM BODILY INJURY AND PROPERTY DAMAGE,
plans; blueprints, designs, spebifiOationa Or is amended to append the
timetables, the projeCt Will .till be deemed to be
the same construction project.. Only for "bodily .injury" not covered by other
F. The provisions of SECTION LIMITS OF liability insurance (ineluding state-sanctioned
INSURANCE not otherwise modified by this self insurance) available to the insured (or
endorsement shall continue to apply as .which would be available but for exhaustion of
its limits); this exclusion does not apply to
stiCtilated. "bodily injUry" that arises. out Of a "health care
12. IN REM :ACTIONS incident."
Any action in teen against any veSsel Owned or C. SECTION V 7 DEFINITIONS iS amended to
operated .by or for you, or chartered by or for yoii will add the following new definition:
be'treated ,ih the same manner as though the action "Health care incident" means a negligent act,
were in personam against you. error or omission by your "einoloyeee" or
In rem is a term used to::designate actions instituted "volunteer workers" working on your behalf in
against the thing; as distinct from actions against. the rendering of or fEiilure to render professional
the person, which are said to be in petsbriam. health :care: services in any. -of the .following
capacities, Or *the related furniShing Of food,
13. INCIDENTAL HEALTH CARE MALPRACTICE beverages, medical suepliee or vpIimc.eS.;
'COVERAGE
A. With respect . to "bodily injOry' that: arises a. Physician;
out of a "healh care incident," COVERAGE A — b. Nurse.;
QODILY INJURY AND PROPERTY DAMAGE Emergency medipal technician;.
LIABILITY OF SECTION I — .COVERAGES Is
amended to replace Insuring Agreement el Paramedic;
e. Chiropractor;
0-18652-J (Ed. 07-12)
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G-1 8.652-J
(Ed. 07-12)
f. Dentist; duties. related. to the conduet of your
business.; and
g. Athletic trainer;
b. ''bodily injury". to a "volunteer worker"
h. Audiologist; while performing .d.Oties related to the
I. Physical therapist;: -conductor your business;
J. Psychologist; when .such "bodily injury" .arises out eta
"health GM incident,"
Speech therapist;
2, Your "volunteer workers" are i swede with
;. Other allied ripolth professional; or respect to;
ProyWr of that aid or Oood Samaritan a. "bodily injury" to a co-"volunteer worker"
services rendered in an emergency and for while performing duties related to the
which no payment is demanded or conduct Of your dusinesSi and
received:
b. "bodily injury" to an: "employee" While in
D: SECTION COVERAGE .A — BODILY the course of the "ernployee's"
INJURY AND PROPERTY DAMAGE, employment by YOU Or while perforMing
Paragraph 2. ExclOSioris is amended tO add the .duties related to the condoet of your
Viewing. additional exclusions.. These new business;
exclusions apply only to this Incidental Health
*Care Malpractice Coverage: when such "bodily injury" arises out of a
"health care incident."
[This insurance does not apply to]
3. Paragraphs 2. (1)(a), (b) and (c) of
Dishonesty or Crime SECTION: II • WHO IS AN INSURED do
Any dishonest, criminal or malicidus act, error ribt apply to "bodily injury" for whibti
or omission. insurance is provided thiS Provision la.
Clinical Trials I ProdUct TeStitin 4. Parag. raph 2,641)(d) of SECTION II —
WHO I:3 AN INSURED is deleted.
Acts, errers Ot omissions that docur in the
course of human clinical: trials or product G. With rasped, to the insurance provided by this
testing. Provision 13., the following is added to
Paragraph 4.h.(11) Of SECTION IV —
Medicare/Medicaid. Fraud COMMERCIAL GE NERAL LIABILITY
Medicare or 'Medicaid fraud or abuse. CONDITIONS:
SerVices ExClUdad by Endorsement TO the: extent this insurance applies, it is excess
over any of the other insurance (including
Any "health care incident" for which coverage is qualified self insurance), whether primary,
exelUded by endorsement. excess; contingent or on any other basis,
E. SECTION V — DEFINITIONS is amended to except for insurance purchased specifically by
add the following subparagraph tO Paragraph f, you tobe excess of this policy.
of the definition of 'insured contract: 14. JOINT VENTURES I PARTNERSHIP .1 :LIMITED
Paragraph f. dOeS not include that part of any LIABILITY .COMPANIES
contract or agreement: A. The felleWing kadded to SECTION II. — WHO
(4) Under Whieh you assume another's tort IS AN INSURED:
liability for "bodily 'injury" ariOing out of the 4 YOU are an insured when you 'had an
rendering of or failure to render profesSiehal Interest in .e. joint venture; partnership .. or
health Care services. limited liability company which terminated
F. SECTION II WHO IS AN INSURED is or ended prier to or during this policy
amended to add the following provisions: period, but Only tO the extent - of your .interest
Such joint venture, partnership or lirnited
1. Your "employees" are insureds with respect liabilit/ Company. This coverage does not
to: apply:
a. "bodily injury" to :a co."ernPloyee" while , Prior to the termination date of any joint
in the course Of the co-employee's" venture, partnership or limited liability
employment by you or while performing company;
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G-18.652-4
(Ed. 07-12)
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b. If there is other valid and collectible Paragraph (2) of this exclusion does not
insurance purchased specifically to apply if the premises are "your work."
insure the partnership, joint venture or Paragraphs (3) and (4) of this exclusion do
limited liability Company; Oa not apply to "property damage" to tools.or
c. To a joint venture, partnership or limited equipment loaned to you, A separate limit
liability. Oortipany Which is or waS Of insurance applies to such tools Or
insured under e "consolidated (wrap- equipment that pre damaged while being
up) insurance program." used in your operations.
please see Item 26C. of this endorsement Paragraphs (I), (3) and (4) of this excluSion
for the definition of "oonsolidated wrap-up) do not apply to "property damage" (other
program:"] than damage by the) to premises rented to
you or temporarily occupied by you' with the
B. The laSt paragraph of :SECTION 11 — WHO IS permission of the owner, or to the contents
AN INSURED is deleted and replaced by the of premises merited to you for a peribd of 7
following: or fewer consecutive days. A separate limit
Exeept 8S provided under the Contractors' of insurance applies to amage: To
General Liability: EXtension Endorsement Or by Premises Rented To You as d.escribed in
the attadhment of another endorsement (it any), 'SECTION111— LIMITS OF' INSURANCE.
no person or organization is an insured with Paragraphs (3), (4), (6) and (6) of this
respeat to the :conduct of any current or past excluSitin do not apply tO liability assumed
partnership, joirit ventUre or limited liability under a sidetrack agreement.
00Mpanythat is not ShOWO 08 a Named Insured
in the Declarations. Paragraph (6) of this exclUaiori dOes riot
applyy. to "property damage" inclUded in the
16:: LEGAL. .L.IABILITYIALJENATED PRE-:NIMES! "preducts-completed operations hazard."
la, 0 RI1OVVED EQUIP WI Off
Under SECTION I — COVERAGE A — BODILY
A. Under SECTION r COVERAGE 'A — BODILY INJURY AND PROPERTY DAMAGE the last
INJURY AND PROPERTY DAMAGE, paragraph of Paragraph 2. Exclusions is
Paragraph 2. Exclusions is amended to delete deleted and replaced by the following.
exOlbsion J. Darirtage to Property in its entirety
and replabe it With the following: Occlusions c, through rt. do not apply to
damage by fire to premises while 'rented to you
[This: insurance does not apply to:] or temporarily occupied by you with permission
j. Damage to Property Of the Owner nor to the contents Of premises
rented to you for a period of 7 or fewer
"Property. damage" to: consecutive days:
CO' 'Property yea own, rent, or occupy; A separate limit of insurance applies to this
(2) Premises you sell, give .away or coVerage as deabribed in SECTION 11 —
.abandon, if the 'property damage" LIMITS OF INSURANCE.
:arisea out of any part of those C. The felloWing paragraph iS added to SECTION
.prernises: 1,11 MITS OF INSURANCE:
(3) Property loaned to you; Subject to 6, above,. $5,000 isjhe most we will
(4) - Personal property in the. care, custody pay under Coverage A for damages arising out
'Ortontrol of the insured; of any one "occurrence" because Of "property
damage" to tools or equipment: loaned to you by
(5) lbat . particular pert of reel, property on others that occUrs while the equiprnent is being
whici, you qr any contractors or uSedto perform i Operations.
subcontractors .working directly or
'indirectly On:Your behalf are. performing 'D. .Partagraph 6. Darriage To PrerniSes Rented To
.operations, if the "property damage" You Limit of SECTION 111 — (NITS OF
OUt Of those operations; or INSURANCE le replaced by the following:
(8) Tha'_ particular iwt of any 'property that Subject to Paragraph *5. above, (the Fad-)
Must be restored, repaired or replaced Occurrence Limit), the Darr lane in
because "your . work" was ineerrectly Premises Rented To You Lirnii is the most
performed on it we Will pay under SECTION —
. -18652a.1 (Ed:. 07-12)
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G-18.652-J
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COVERAGE A for damages because of PI The amount shown in the I-Declarations
Vroperty .damage" to any one premises for Medical Expense Limit.
while rented to you or temporarily occupied B. ParagraPh 1.a.(3)(b) Of -SECTION I —
by you With the perrniSSiOn Of the OWner; COVERAGE C MEDICAL PAYMENTS, le
inclUding .cOntents Of such premises rented replaced by thefollowing:
to you for a period of 7 or fewer consecutive
days. The Damage To PremiseS Rented T9 (b) The expenses are incurred and. reported to
You Limit is the greater of us within three years of the, date of the
a. V500000; or accident; end
b. 'The Damage: To. Premises Rented To This paragraph D. does nOt apply to, medical
You Limit shown in the Declarations. expenses incurred in the .state of Missouri:
E. Paragraph 4,b.(1)(a)(ii) of SECTION !V — 9.410N-01AfNED. AIRCRAFT
COMMERCIAL GENERAL LIABILITY :Under SECTION I. COVERAGE A BODILY
CONDITIONS is deleted and replaCed by the INJURY AND PROPERTY DAMAGE LIABILITY.
following: Paragraph 2. ExCILitiOrfs is arnended .SOCh .that
(ii) That is property: . insurance for premises exclusion g, Aircraft, Auto or Watercraft does not
rented to you, for premises temporarily apply to an aircraft you do not own, provided that
occupied by you with the permission of the The pilot. in command holds a currently effective
owner; or for personal property of others in certificate issued by the duly constituted
your care,. custody or control; authority of the United States of America or
F. This Provisibn 16. does not apply if Damage TO Canada,. designating that persOn as a
Premises. Rented To You Liability under cornimerCial or airline transpOrt pilot;
SECTION — I — COVERAGE A is excluded by 2. The aircraft is rented to . yOu With a trained, paid
endorsement. crew; and
16,. LIBERALIZATION CLAUSE The aircraft dries not train oda persons Or Car o
If we adopt . a change in our forms or rules which tore charge..
would 'broaden coverage for .contractors under this 20. NON-OWNED WATERCRAFT
.endorsement WithoOt An: additional prerniurri Under SECTION — COVERAGE. A — 00f)ii.'r"
charge, your .policy Will aUtornatically provide the INJURY AND PROPERTY DAMAGE LIABILIIY,
.addltional :coverage .OS Of the date the revision is Paragraph 2. Exclusions iS amended to: delete
effective in yourstate. Subparagraph (2) of exclUsion g. Aireraft, Auto of
1 '?% LIQUOR .LIABILITY Watercraft. and replace it With the following.
Under SECTION i— COVERAGE A - BoDiLy [This exclusion .does not apply to:.)
INJURY AND PROPERTY DAMAGE„ Paragraph 2, (2) ,A, : watercraft you do :not own that is:
Exclusions is amendedlodelete exclusion o;
Liquor ) Less- than 15 feet long; and
This Provision 17. doeSnot :apply to any person or Not being used to carry persons or property
organization who otherwise:qualifiesas an for a charge.
additional insured on this Coverage Part. 21—PRIMARY AND NON-CONTRIBUTORY TO
NiiripICAL PAYMENTS . OTHER INSURANCE
A. Paragraph 7. Medical Expense Limit. of With respect to any person or organization that is
SECTION III — LIMITS OF INSURANCE is an additional insured under this Coverage Part, the
deleted and replaced bythe following; lb:flowing is added to Paragraph 4. of SECTION IV —
7. Subject 'to l'Paragraph 6.. above (the. Each COMMERCIAL GENERAL LIABILITY
Occurrence Unlit), the 'Medical Expense 'CONDITIONS:
Limit is: the most We :wilt :pay under If you have agreed in:writing in:a contract or
SECTION — — COVERAGE C for all agreement -triat this insurance is primary' and non-
lei(xlieat expenses because:of "bodily injury'' contributory relative teen additional insureds own
sustained by any one person, The Medical insUranCe, then this insUrance is prirnaryand We
Expense Limit is the greater of: will not seek contribution from that Other insurance.
(1) .$15 ;00Q or For the purpose of this Provision 21., the additional.
(....-18652-J (Ed. 07-12)
Page 10 of 1::
, Copyright, (MA All Rights Re:::;ved.

G-I 8652.J
CNA (Ed. 07-12)
insureds own insurance means insurance on which, We waive any right of recovery we may have against
the additional -insured is a Named Insured. any person or organization because of payments we
make for injury -or damage arising out of:
This Provision :21. doeS not apply in situations
where the endorsement-on this policyaffording . I. Your ongoing operations: or
coverage to theadditional insured Specifies that this 2. "Your work" included in the "products
inSurence is excessover any Other inauran.ce completed operations hazard"
available to that addi(ional insured.
22. PROPERTY DAMAGE -- ELEVATORS However, this. waiver applies only whert you have
agreed in writing to waive such rights of recovery in
A. Under SECTION I -- •COVERAGE A — BODILY' . a contract or agreement, and only if the contract or
INJURY AND: PROPERTY DAMAGE, agreement:
Paragraph 2. EXCILISiOrliS is amended such 1. Is in effect or becomes effective during the term
that exclusion k. Damage to Your Product, of this policy; and
and Subparagraph -(3), (4) and. (6) of exolusion
J. Damage. to Property de not -apply 'property 2. Was exediited prior to losS.
damage" that results frem the use Of elevatorS. 26: WRAP-UP EXTENSION: OWNER CONTROLLED
B. With respect Only to the coverage ptovided by INSURANCE: PRoGi4,A.M,, CONTRACTOR
this endorsement Condition: 4. Other CONTROLLED INSURANCE *PROGRAM OR
Insurance :in SECTION IV — COMMERCIAL CONSOLIDATED (WRAP-UP) INSURANCE
GENERAL LIABILITY CONDITIONS is PROG RAMS
amended to add the following subparagraph Note: The following provision does not apply to any
)(a)(v): public construction project in the state of Oklahorna,
4. Other Insurance .nor to any construction project in the state of
b. Excess Insurance Alaska, that is not.pertnitted to be intUred under a
"coriSOlidated•(wrap-up) insurance pregraM" by
0) *This insurance is excess over: applicable state statute or regulation:
(a) Any of the other insurance, If the endorsement Ex.ewslaN —
Whether primary, excess, CONSTRUCTION WRAP-UP or another
contingent or on any other exclusionary, endorsement pertaining to Owner
basis: Controlled Insurance Programs (0.C.I.P.) or
Contractor Contt oiled Insurance Programs
(v) That i8 PropertY insUrarice (C.C.I.P.) is attached to thiS:pOlicy, then the
covering RON:ay of others folloWing Chatiget apply:
damaged from the Use.Of
elevators. A. The following wording is added to the
S PLEIVIENIARY PAYMENTS: . endorsement: .
With respect to a "consolidated (wrap-up)
A. Under Section — Supplementary :Payments insurance program" project in which you are or
— Coverages A arid B, Paragraph 1.b., the limit were involved, this exclOsion ,deeS not apply to
Of $250 Shown for the cost Of bail :bends is theSe SurnS you became legally obligated to pay
replaced by $5,000: asdamages because of:
B. In Paragraph 1 .d., the limit of $250 shown fOr I. "Bodily injury;" 'property damage," or
daily loss Of earnings is replaced by $1,00& "personal or advertising injury" that occurs
24. UNINTENTIONAL FAILURE TO DISCLOSE during your -ongoing operations at the
HAZARDS project, or during such operations of
anyone acting on your behalf; nor
If unintentionally you should fail to disclose all
existing hazards at the inception dated your policy, 2. "Bodily injury" or "property damage"
.We will not deny coverage under-this Coverage Part included Within the "predUcts-coMpleted
because of such failure. operations- hazard" that arises out Of those
r..orilons of the project that 'are not
26. WAIVER QE SUBRO.GATION - BLANKET "residential StructUres."
Under SECTION: IV — CQM MERCIAL GENERAL, B. SEC noN IV — COMMERCIAL GENERAL
lANI tf Y CONDITIONS, The Transfer Of Rights LIABILITY CONDITIONS is amended to add
Olt(-:(. every Agairii;tOthers To Us Condition is
arm-Lc:led by the addition of the following:
G-18652-J (Ed. 07-12)
Page 11 of
Copyright ( N/-\M Rights Reserved.

G-18.652-)
CNA (Ed. 07-12)
the following : subparagraph 4.b.(1 )(o) to Contractor Controlled Insurance Program.
Condition 4. Other Insurance:
[This: insuranCe is excess over] "Residential structure" rneensen.ystructure
where 30% or more of the square: foot area is'
(C.) Any Of the other . insurance whether priniaiy, used or is intended to be used for human,
excess, Contingent or any other basis that is residenoyinclUding but nOt.lirnited to Singlebr
insurance available to you as a result of multifamily housing, apartments,
your being a participant in a "consolidated conclominiurnsi townhouses, cooperatives or
(wrap--up) insurance program" but only as planned unit developments arid -also includes
re.spects your involvement in that their. common areas and/or appurtenant
"corolidated '(Wrary.Up) insurance structurUb (including, pools, hot tubs, .detached
program:" garages.; cjueSt houses. or ahy. sirhilat
C: SECTION V — DEFINITIONS is arrlended to .struotures). WherEthere is no indiVidual
add the following definition: ownership of units, residential .structuredoc-g;
not include Military housing, college/university
"consolidated (wrap-up) insurance program" housing or dormitories long term care facilities,.
means a construction, erection or demolition' hotels„ or motels. Residential 'structure also
project fOr which the prime contractor/project does not include hospitals-or :prisons.
manager or owner of the construction project
has secured general liability insurance covering This provision 26. does notapply to any person
some or all of the contractors or subcontractors or brOanizatiOn Who otherwiSe..qualifies as en
involved inthe project; Such as an 'Owner *additional insured on this:Coverage Part.
Controlled lmurancE) r'rograni (0..0.1. P.) 'Or'
All other terrns and cOnditionsof the Policyfernain unchanged.
Thic endortoment, Which fonts a part of and is for attachment to the Pdliq issued by the designated Insurers, takes
effeet on the effective date et said Policy at the 'hour stated in said Policy, Unless another effective dote is shaWn
below, ,and.expires.conourrently with said Policy.
Material used with permission of ISO Properties, Inc
G-18652-, 0V-12)
rage 2 (3t1..
' Copyrnht, CNA All Rights 'Reserved.