Contract

City of Glendale — Regular Meeting (2023-06-13)

Extracted text (via ocr_local) 36635 characters

JOB ORDER MASTER CONTRACT
CONTRACT NO.

Article !. Table of Contents

Article|. PARTICIPANTS AND JOB ORDER CONTRACTING AGREEMENT... wed
Section 1.01 PARTIES .........cccsscsesssecesesesescsssnsssesscecscsvscsvsvssecsensscsesasaneavscsesesessaseeneseasieasieaeseseenesasensaaseee 4
Section 1.02 OVERVIEW OF JOB ORDER CONTRACTING UNDER THIS CONTRACT ...........cccceesesessesneeeee 5
Section 1.03 SCOPE OF WORK UNDER THIS JOC CONTRACT .........cccssssccetesesseeeeerseeeseeesreseserseseeseessenee 5

Article I]. © CONTRACT DOCUMENTS ......c.ccecssesesesssesseesesssesessssscsssessssaesenescatsensacaeeseeasseaseesesesesevasasaeesesseees 6
Section 2.01 CONTRACT DOCUMENTS ........cccscesessesessssesesesessesssesesssesssesescseesecseesesacseesieasaeaeseneasseeseeces 6
Section 2.02 DEFINITIONS........cccccccssscesssssssescesesesssesessssesesseesesessssscssscsssesescsessecerereseeseetseseaeeeseacaeseeneaees 7
Section 2.03 JOB ORDER PROCESS... cccccscssstssescsesssesceescsesesessssssssscseecsesscesasaeeeseaeseesseseacasseacassneneees 7
Section 2.04 JOB ORDER PROPOSAL ........ccccccsssccceessesseesscessessecsessesenscseseeesesenesseeeeesseeeasersasseseesseases 8
Section 2.05 ISSUANCE OF JOB ORDER AGREEMENTS (JOA)..........cscccesesesseesscseeeseseeeessessesssseatssansseeees 8

Article II]. © PRE-CONSTRUCTION SERVICES .........ccscsccscsseseesssessssesessesesseseevesesesseneersseveetassueasinensasseatensaneaeenes 9
Section 3.01 PRE-CONSTRUCTION SERVICES ..........cccccee cscs cscs ssscssscsesesseecessecanenseeeesssssasessseseesseseeeeees 9

Article IV. CONSTRUCTION SERVICES ...........:cessesseessseeeereeeeeeee 9
Section 4.01 GENERAL ..........c.cccccsscsesesssescsssesesesssscsssseesssesusessessscsesesesescscscseceseesacsueseseaenseensnenseessesssentees 9
Section 4.02 CONTRACTOR’S PRE-CONTRACT AND PRE-WORK DELIVERABLES...........ccccescccseesseeseeeeees 9
Section 4.03 PRE-CONSTRUCTION CONFERENCE ..........ccccccssssesssesssessecescscseesseseesaeseseasseccasseseseasensaees 10

Article V. CITY RESPONSIBILITIES ...........ccccccsesssesesseessescsescscsesvenseevsnenecscsssacseneseneassaseeedeaeaeatseseasacsessseeneaeas 10

Article VI. CONTRACT TIME. ........ccccccssccsesscesssesesesceenssscesseseeeseseseseseeavsssateeseaeasseasaeaeasseseasasseeeasseacasaeeneaees 10
Section 6.01 CONTRACT TERM ...........:cccscccsesesssssessesesesesescsssesesssessevsesssusecacassessdeneesaeaeaeasseeeesacstacateneeees 10
Section 6.02 CONTRACT TIME FOR SPECIFIC JOB ORDERS ........ccsccsssesssesseessesssecseesseeeeessseeseeseseseseeseees 10
Section 6.03 PROJECT SCHEDULE oo... eeecscssesecsescscesscenscsesevscsecssecesssseessessnesenesseensssseeeseaeseseseeneees 11
Section 6.04 SUBSTANTIAL COMPLETION ......cc.scsescsscsesescesesrsesssesseessseseerseseseseeessseeessssseecseatseneessenee 11
Section 6.05 FINAL ACCEPTANCE............ccsssssssssssecscssesssscsssesensvssssvesscsesnsseecsensseseeessetssessseseseasseseseeeeeees 11
Section 6.06 MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES ONLY .......cscccscesesscsseceseseseeeeeeteneeees 12

Article VII. CONTRACT PRICE........:.scecssesssesesesessssessseneseesesesesrsecsesseecaessseersssessensssecesnetseesseneges 12

Section 7.01 CONTRACT PRICE... 12
S@ction 7.02 COSTS ....ssssssssssessssesssessssesesssesnssecssseesssscsssesnssvsusscsesnesesssussesessesesussasaseesesssnessstsecsseaeaceneanenes 13
Article VII], © PAYMENT ......c.scscscssesesssvsscsssnsessossssssscsssssesseaessssusnssesvessscsesessussasssusassessassecuenesusarssenseeeseenes 13
Article IX. CHANGES TO THE CONTRACT .....cssscsssossessssseenssevevsteesesstesesescsensssatessesseseessssesrsesesscaessensseeets 13
Article X. SUSPENSION AND TERMINATION ......csccsccsssescsstsccestecnesserevetsessnesesestssassesesssssessseesacsesteeseeeees 13
Section 10.01 — For CONVENIENCE. ........essscessssssstseeseresesescsssessecsvscseesssseesavsesesssesisessseseseeteesetseetesaeeneees 13
Section 10.02 — FOr Cause....ccsscscssssssssseresssssssvsvsserssssssssescssssssseseesssseesesssessasseserseeeeesseesesesseaeesaeeneaees 14

Article X!. INSURANCE AND BONDS........c.cccscssscsesesesssesssesessesesssestsscusssscsssessesseaesssessecsseseesceesaaesteesasseseses 14

Section 11.01 INSURANCE REQUIREMENTS .........ccsscccssssssssssessesesssesrevscsvsvsessscsssestsceeaeeenesasseaeneesseanees 14
Article Xl. INDEMNIFICATION .......ccseseesessssessseessssscsssessesssescsessssescssecsssesscssenssseesecesesasaseestesesseeeeatenstees 20
Article XIII. DISPUTE RESOLUTION ......cccssscesssesesesescsesesessessescsssessseseessceseesasieseenenssaeeees 21

Section 13.01 Disputes...

Section 13.02 = Arbitration... seeseessesceavassessenecussesesecnenenecsenesasateaeeasatecseseees 21
Section 13.03 = Services to Continue Pending Dispute. ............. ee ceesceeeesseesstaecsessesassessecseeeeseseucesseees 23
Section 13.04 — Exceptions. 2... ececesesecssseesscssseesscsesersenscseessseseceessceeseesaesasseeseseseeeaesseseaseasseceaeesseees 23
Article XIV. — MISCELLANEOUS PROVISIONS ...........cccssesssesseseecsesssesenecsescseseseeseacsesacseseacaususessecsseasecessenees 23
Section 14.01 = MISCELLANEOUS PROVISIONS ..........ccecesessscsseersesenesesseeestsecsessseeassesseaeecneseeseeeseenes 23
Section 14.02 PERFORMANCE MEASUREMENT ............ccccccescesesseseseesesecseecseesesseseceeecscsseeesseeceseseaeses 23
Section 14.03 COOPERATIVE USE OF CONTRACT ........cscsssessesesseessetsesssseecsecssscessesssseseessssueerenscaeate 24
Article XV. SIGNATURE PAGE..........cscecsscseseesscsenscssessesesesseeecseseseeesseesessesesseesssessessseesesessseeensseevseesasesnees 25
Section 15.01 STANDARD JOB ORDER AGREEMENT FORM. ........ccsssessssesessssesesesessesesccscsecsceusecnssersas 26

THIS CONTRACT is made and entered into on the day of )
2023, by and between City of Glendale, an Arizona municipal corporation, hereinafter
called (“City”) and the “Contractor” designated below:

City and Contractor agree as follows:

Article |. PARTICIPANTS AND JOB ORDER CONTRACTING AGREEMENT

Section 1.01 PARTIES

CITY: Glendale

City of Glendale Project Manager: John Murphey
Address: 5850 W. Glendale Ave., Glendale, AZ 85301
Telephone: 623-930-3630

E-mail: jmurphey@glendaleaz.com

CONTRACTOR:

MGC Contractors, Inc.

Address: 4110 E. Elwood St., Phoenix. AZ 85040
Arizona ROC No.: 069949 A, 071441 B
Representative: Bryan Forster

Telephone: 602-695-3652

E-mail: bforster@mgccontractors.com

(Prior to execution of the Contract, Contractor must provide to City’s Engineering Department its
Contractor’s License Classification and current job appropriate insurance certificate.)

Section 1.02 OVERVIEW OF JOB ORDER CONTRACTING UNDER THIS CONTRACT

(i) This Contract establishes an indefinite delivery, indefinite quantity, Job Order Contract

(ii)

(iii)

(iv)

(v)

(vi)

for such Construction services within the scope of this Contract as City may request from
time to time by issuance of an individual Job Order for each Project. There will be a
separate Job Order for each Project that will describe the Work to be provided by
Contractor for that Project. There may be multiple Projects and therefore multiple Job
Orders under this Contract.

The amount to be paid by the City for the Project under each Job Order is the Contract
Price for the Job Order. The Contract price includes the Contract price for the Work. The
Contract Price for any Job Order may be either a Fixed Price or a Guaranteed Maximum
Price (GMP), subject to the following.

The Contract Price for each Job Order shall not exceed $4,000,000.00, including any
Change Orders.

The cumulative sum of the Job Orders performed by Contractor during the term of the
agreement shall not exceed $8,000,000.00.

There is no limit nor minimum on the number of Job Orders that City may issue to
Contractor during any twelve (12) month term of this Contract or during the entire
period this Contract is in effect

Contractor may refuse any Job Order under this Contract.

(vii) This Contract does not obligate or require City to offer any Job Order Agreement to

Contractor, no Contract in relation to any specific Work being entered into until a Job
Order Agreement therefore has been fully executed by City and Contractor which shall
enable work to begin.

Section 1.03 SCOPE OF WORK UNDER THIS JOC CONTRACT

The JOC will include work tasks as required to rehabilitate and maintain water,
wastewater, and reclaimed water treatment facilities located on city owned properties.

JOC work activities presented below are general in nature and may be included in
individual projects. The specific work requirements will be identified in Job Orders issued
by the city.

e Electrical, mechanical, and plumbing systems.

e SCADA, security systems, and instrumentation and control.
e Asset management tables and coordination.

e Water and wastewater quality compliance.
e Close confinement conditions and requirements.
e Earthwork and landscaping.

e Traffic Control to ensure a safe environment for the public while working in the right-of-
way, including the submittal and approval of traffic control plans.

e Asphalt/concrete repair or replacement of areas damaged by construction.
e Landscaping restoration of areas damaged by construction.

e Utility locating of existing underground infrastructure.

e Preparation of construction cost estimates.

e Preparation of Maintenance of Plant Operations (MOPO) to ensure continued operation
of key facilities during construction.

e = Ability to work with design professionals.

e Ability to provide preconstruction services such as construction cost estimating,
constructability reviews, value engineering, and public engagement.

e Other related functions as required

Article Il. © CONTRACT DOCUMENTS

Section 2.01 CONTRACT DOCUMENTS

(a) The Contract between City and Contractor shall consist of the following Contract
Documents:

(i) This Contract (including Exhibits thereto):

(ii) Supplemental General Conditions
Design and Construction Documents and Forms - City of Glendale (glendaleaz.com)

(iii) For each individual Project, the Job Order therefore, including the Exhibits thereto:
1) Standard Job Order Agreement Form

2) Scope of Work

3) Unique Insurance and/or Bond Requirements (if any);

4) Unique Government Provisions Compliance (if any);

(b) Conflicts. In the event of conflicts in terms between a specific Job Order, this Contract
and/or the Supplemental General Conditions or appendix thereto, the specific Job Order
Agreement, and then this Contract shall control.

Section 2.02 DEFINITIONS

The definitions in Section 2 of the Supplemental General Conditions apply to all the Contract
Documents, including this Job Order Master Contract. Additional definitions or defined terms
applicable to all the Contract Documents for a specific Project, if any, will be included in each Job
Order Agreement.

Section 2.03 JOB ORDER PROCESS

(a) When the City identifies the need for performance from a Job Order Contract, the City
will issue an individual Job Order proposal request to Contractor.

(b) Within seven (7) business days of receipt of this request, the Contractor shall arrange to
visit the site with the City designated representatives and arrange with the City to further
scope the project.

(c) Contractor shall respond within ten (10) business days of the Job Order proposal request
or site visit, whichever is later or as otherwise indicated on a case-by-case basis, by
submitting Contractor’s Job Order Proposal to the City representative.

(d) The City and Contractor shall enter negotiations for scope and price. Should City and
Contractor fail to reach agreement during the negotiation period, the City will cancel the
negotiations and request a proposal from another Job Order Contractor or solicit
construction services via another means. The City agrees not to use the proposal as a
bargaining tool (i.e. “bid shop”) with other vendors.

(e) Upon agreement, the City will draft a Job Order Agreement. Each Job Order shall be in the
form attached as Exhibit A hereto and shall not be effective or binding until fully executed
by all parties.

Section 2.04 JOB ORDER PROPOSAL

(a) Contractor will not be reimbursed for any Pre-Job Order costs, including proposal
preparation, attendance during negotiations, or site visits.

(b) Unless otherwise required under the terms of the Job Order proposal request,
Contractor’s Job Order proposal shall include the following:

(i) Contractor’s Price Proposal in PDF and electronic format (as directed by the City);

(ii) A project schedule and schedule of values that reflects the costs of each work element
on the schedule. The schedule must show all milestones (e.g. permits, submittals,
ordering materials, demolition, work phases, closeout, and completion date, 2-year
warranty affirmation);

(iii) Necessary documentation will be required to indicate that adequate scoping, layout,
setup and planning to accomplish the work has been done.

(c) The City may require either a unit cost proposal or a lump sum Job Order proposal. Should
the lump sum proposal methodology be accepted, the City and Contractor agree that the
schedule of values is provided to demonstrate proper understanding of the project and
that individual lines/items will not be added at the end of the Job Order.

({d) Direct job costs shall be based upon firm price quotes for Subcontractors on Contractors
approved Subcontractor lists. To the extent possible, Contractor shall obtain firm price
quotes from three (3) subcontractors for each discipline applicable to the project. Should
the Contractor self-perform the work, quotes are not required.

(e) The City may reject any Subcontractor without cause. Contractor shall use the City of
Glendale Subcontractor listing form.

Section 2.05 ISSUANCE OF JOB ORDER AGREEMENTS (JOA)

(a) Upon award of a Job Order, a signed copy of the Job Order will be electronically forwarded
to Contractor. Failure by Contractor receive the electronic orders shall not relieve

Contractor from the obligation to complete the Work under the Job Order in accordance
with the Job Order.

(b) The Project duration starts with the date on the Notice to Proceed.

Article Ill. © PRE-CONSTRUCTION SERVICES

Section 3.01 PRE-CONSTRUCTION SERVICES

(a)

Costs for Pre-Construction Services are included in Contractor’s overhead Job Orders
unless additional Pre-Construction Services are requested and contracted as a separate
Job Order for specific Work as requested and approved by the City.

Article IV. CONSTRUCTION SERVICES

Section 4.01 GENERAL

(a)

(b)

(c)

Contractor agrees at its own cost and expense, to do all work necessary and required to
fully, timely and properly complete the construction of the Project in strict accordance
with the Contract Documents in a good and workmanlike manner, free and clear of all
claims, liens, and charges whatsoever, in the manner and under the conditions specified,
and within the Project Schedule.

Contractor shall provide quality control for all work under this contract. Quality control is
considered part of the required work in each job order and separate payment shall not
be made for this effort.

At all times relevant to this Contract and performance of the Work, Contractor shall fully
comply with all Laws, Regulations, or Legal Requirements applicable to City, the Project
and the Contract, including, without limitation, those set forth in the Exhibits to this
Contract and each Job Order Agreement.

Section 4.02 CONTRACTOR’S PRE-CONTRACT AND PRE-WORK DELIVERABLES

(a)

(b)

The Contractor will provide the Deliverables in accordance with the Supplemental
General Conditions.

Any additional items which Contractor must deliver to City prior to commencing the Work
in the Job Order, if any, shall be set forth in the Job Order Agreement.

Section 4.03 PRE-CONSTRUCTION CONFERENCE

(a) Contractor shall attend the Pre-Construction Conference in accordance with Section 26
of the Supplemental General Conditions. Other Pre-Construction Conference
requirements for a specific Job Order shall be set forth in each Job Order Agreement.

(b) The City shall issue a notice to proceed at the pre-construction conference, however, this
may be waived if determined to be in the City’s best interest.

Article V. CITY RESPONSIBILITIES

(a) City shall have the responsibility, and provide, where possible, as-built documents of
existing facilities and site plan information.

(b) Additional services to be provided or responsibilities assumed, by City, if any, shall be
listed in the Job Order Agreement.

Article VI. CONTRACT TIME

Section 6.01 CONTRACT TERM

This Contract has a base period of one (1) year and two (2) option or renewal periods of one (1)
year each that may be exercised if it is in the best interest of City to do so. Any exercise of any
option to renew this Contract beyond the base period will only be effective upon written notice
from the City.

Section 6.02 CONTRACT TIME FOR SPECIFIC JOB ORDERS

(a) The Contract Time for each Job Order shall start with date listed on the Notice to Proceed
and end with a Letter of Acceptance (LOA), as set forth in Article 6.5 below. The Notice to
Proceed will not be issued until prior approval and acceptance by City of the Job Order.

(b) The Contract Time is identified in the Job Order as the Contract Duration in terms of
calendar days. Contractor agrees that it will commence performance of the Work after

receiving an official NTP letter and complete the Project through Final Acceptance (Letter
of Acceptance) within the Contract Time.

(d) Failure to the part of Contractor to adhere to the approved Project Schedule will be
considered for cause to receive no additional Job Orders and / or any contract extensions.

Section 6.03 PROJECT SCHEDULE

The Project Schedule shall be updated and maintained throughout Contractor’s performance
under a Job Order in accordance with Section 28 of the Supplemental General Conditions.

(a) For job orders in excess of forty-five (45) days in duration, Contractor shall submit a
Critical Path Method (CPM) schedule using Microsoft Project or equivalent software
acceptable to the City.

Section 6.04 SUBSTANTIAL COMPLETION

Substantial Completion shall be achieved no later than the Substantial Completion Date set forth
in the Project Schedule. Substantial Completion shall be determined in accordance with
Paragraph 31.3 of the Supplemental General Conditions.

(a) Failure to complete Job Orders within the Job Order time may result in the City issuing no
additional requests for Job Order proposals.

(b) Paragraphs 31.1 and 31.2 of the Supplemental General Conditions regarding liquidated
damages do not apply to Job Order Agreements.

Section 6.05 FINAL ACCEPTANCE

(a) Final Acceptance will be obtained within the time period set forth in the Project Schedule.

(b) Final Acceptance will be issued pursuant to Paragraphs 31.4 and 32 of the Supplemental
General Conditions.

Section 6.06 MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES ONLY

(a) Contractor and City waive claims against each other for consequential damages arising
out of or relating to this Contract. This mutual waiver includes:

(i) Damages incurred by City for rental expenses, for losses of use, income, profit,
financing, business and reputation, and for loss of management or employee
productivity or of the services of such persons; and

(ii) Damages incurred by Contractor for principal office expenses including the
compensation of personnel stationed there, for losses of financing, business and
reputation, and for loss of profit except anticipated profit arising directly from the
Work.

(b) This mutual waiver is applicable, without limitation, to all consequential damages due to
either party’s termination of this Contract.

(c) Nothing herein shall be deemed to constitute a waiver of any other remedy available to
City in the event of Contractor’s default under this Contact prior to full performance of
the Work including, as applicable, specific performance or completion of the Work on
behalf of Contractor, the cost and expense of which shall be offset against any monies
then or thereafter due to Contractor (if any) and otherwise immediately reimbursed to
City by Contractor.

Article Vil. CONTRACT PRICE

Section 7.01 CONTRACT PRICE

(a) In exchange for Contractor’s full, timely, and acceptable performance and construction of
the Work under a specific Job Order, and subject to all the terms of this Contract, City will
pay Contractor the Contract price, agreed to in each Job Order.

(b) The Contract Price for each Job Order is all inclusive and specifically includes all fees, costs,
overhead, profit, insurance and bond premiums, and taxes of any type necessary to fully,
properly and timely perform and construct the Work.

Section 7.02 COSTS

(a) For any portion of the Work which, either through this Contract, specific Job Order,
Change Order or otherwise, is performed and paid for on a cost, or time and materials
basis, the costs which may be reimbursed to Contractor and/or chargeable against the
Contract price shall be determined as set forth in Section 32 of the Supplemental General
Conditions.

Article Vill. PAYMENT

(a) If the Work under a specific Job Order is to be completed in less than forty-five (45) days,
Contractor shall submit a single invoice, and payment thereon shall be made in a single
lump sum payment, to the extent payment is actually and currently owed, in accordance
with A.R.S. § 34-609.

(b) If the Work under a specific Job Order is to be completed in forty-five (45) days or more,
payments shall be made to Contractor monthly and in accordance with Section 32 of the
Supplemental General Conditions.

Article IX. CHANGES TO THE CONTRACT
Changes to the Contract and/or Job Orders may be made in mutual agreement by the Contractor
and the City.

Article X. | SUSPENSION AND TERMINATION

Section 10.01 For Convenience.

(a) City may terminate this Contract for convenience, without cause, by delivering a written
termination notice stating the effective termination date, which may not be less than
fifteen (15) days following the date of delivery.

(b) Contractor will be equitably compensated any services and materials furnished prior to
receipt of the termination notice and for reasonable costs incurred.

(c)

Contractor will also be similarly compensated for any approved effort expended and
approved costs incurred that are directly associated with Project closeout and delivery of
the required items to the City.

Section 10.02 For Cause.

(a)

(b)

(c)

City may terminate this Contract for cause if Contractor fails to cure any breach of this
Agreement within seven days after receipt of written notice specifying the breach.

Contractor will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, are less than
the equitable amount due but not paid Contractor for Service and Repair furnished, City
will pay the amount due to Contractor, less City’s damages.

If City's direct damages exceed amounts otherwise due to Contractor, Contractor must
pay the difference to City immediately upon demand; however, Contractor will not be
subject to consequential damages more than $1,000,000 or the amount of this Contract,
whichever is greater.

Article Xl. INSURANCE AND BONDS

(a)

(b)

(c)

Contractor shall provide insurance as provided on the Exhibits attached hereto, and such
additional insurance as may be applicable under each Job Order Agreement. Contractor
shall provide proof of such insurance and all required endorsements in forms acceptable
to City prior to commencing any Work under this Contract.

Contractor shall provide performance and payment bonds to City, in accordance with
A.R.S. § 34-610(A), to cover Job Orders issued under this Contract, for the full amount of
each Job Order Agreement, however, this may be waived if determined to be in the City’s
best interest.

Failure to provide proof of insurance and the required endorsements (including a current
insurance Certificate of Liability, Section 11.01), or the required bonds, in forms
acceptable to City will be a material breach and grounds for termination for cause of this
specific Job Order and/or this Contract.

Section 11.01 INSURANCE REQUIREMENTS

he City only accepts the most recent version of ACORD® Certificate of Liability Insurance form
with additional insured endorsements. The Builder’s Risk policy (if required) and the Owners and
Contractors Protective Liability (OCP) policy shall remain in effect during construction through
the date of project Final Acceptance. The remainder of the insurance policies shall remain in
effect during construction and through the one-year warranty period that follows project Final
Acceptance, unless otherwise specified in contract documents. Proof of all required coverage(s)
shall be provided by the Contractor.

Commercial General Liability Policy forms must include:

(a)

(b)

(c)

(a)

(e)

(f)

(g)

Premises and Operations coverage with no explosion, collapse or underground damage
(XCU) exclusions;

Products and Completed Operations coverage. Contractor agrees to maintain this
coverage for a minimum of 10 years following completion of the Contractor Work and to
continue to name City as an Additional Insured for the entire 10-year period;

Blanket contractual coverage for the indemnity/hold harmless agreements assumed in
this Subcontract and in the Prime Contract. Any Employee Exclusion will be deleted;

Broad Form Property Damage coverage, including completed operations or its equivalent;

An endorsement in a form acceptable to the City, naming City, any other party required
to be named as an additional insured under the Contract Documents, and any other
parties in interest as Additional Insured(s) under the coverage specified under
Commercial General Liability. Any form that does not grant additional insured status for
both the ongoing operations and products/completed operations coverages IS NOT
ACCEPTABLE;

An endorsement in a form acceptable to the City, stating: "Such coverage as is afforded
by this policy for the benefit of the additional insured(s) is primary and noncontributory
except for any builder’s risk property insurance coverage that may be purchased and
maintained by City in connection with the Project, any other coverage maintained by such
additional insured(s) shall be non-contributing with the coverage provided under this
policy;”

Coverage SHALL BE on an "Occurrence" form. "Claims Made" and "Modified Occurrence"
forms are not acceptable;

(h) Coverage to include general aggregate limits on a "per project" basis;

1) Workers’ Compensation (required for both Contractors):
a) Coverage A. Statutory Benefits Coverage B. Employer’s Liability
b) Bodily Injury by accident $1,000,000 each accident
c) Bodily Injury by disease $1,000,000 policy limit
d) Bodily Injury by disease $1,000,000 each employee

2) Commercial Auto Coverage (required for Contractors):
a) Auto Liability limits of not less than $1,000,000 Combined Single Limit (Each
Accident), combined Bodily Injury and Property Damage Liability insurance.

Certificate to reflect coverage for "Any Auto, All Owned, Scheduled, Hired, or Non-
Owned.”

3) Commercial General Liability (required for both Contractors):

a) Each Occurrence Limit $2,000,000

b) Personal Injury/Advertising Injury Limit $1,000,000

c) Products/Completed Operations Aggregate$1,000,000
Limit

d) General Aggregate Limit $2,000,000

(other than Products/Completed Operations)

4) Excess Liability:
Umbrella or Excess Liability may be used to satisfy the above Auto and General Liability
coverage requirements and limits to reach a total combined limit of:

Auto Amount sufficient to cover difference in limits when compared to
minimum coverage required.

Each Occurrence Amount sufficient to cover difference in limits when compared to
minimum coverage required.

Aggregate Amount sufficient to cover difference in limits when compared to
minimum coverage required.

5)
a)

6)
a)

Builders Risk (if required, will be required for Contractors only):
Contractor shall include in its Cost Proposal the cost to obtain builders risk or “all risk”
or equivalent policy form coverage in the amount of the initial Construction Costs
(Hard Costs). This required insurance coverage is required on projects that are
typically outside the public rights-of-way whereby the City is constructing or
modifying a public building.

The City may, at the City’s sole option, purchase and maintain, in a company or
companies lawfully authorized to do business in the jurisdiction in which the Project
is located, property insurance written on a builders risk "all-risk" or equivalent policy
form in the amount of the initial Construction Costs (Hard Costs), plus value of
subsequent contract modifications and cost of materials supplied or installed by
others, comprising total value for the entire Project at the site on a replacement cost
basis.

This insurance shall include interests of the City, Contractor and its subcontractors in
the Project, and shall include, without limitation, insurance against the perils of fire
and physical loss or damage including, without duplication of coverage, theft,
vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework,
testing and startup, temporary buildings and debris removal, including demolition
occasioned by enforcement of any applicable legal requirements.

City shall bear the responsibility for the deductible for such coverage when a loss
affects the Work, provided, however, to the extent such loss is attributable to the
negligent or wrongful acts or omissions of Contractor or someone for whom
Contractor is responsible, Contractor shall bear the responsibility of the deductible.
Such property insurance will not cover any tools or equipment owned or rented by
Contractor that will not be incorporated into the Project, including trailers,
excavators, scaffoldings, or forms. Contractor is responsible for providing insurance
coverage for such items.

Owners and Contractors Liability Policy (OCP) (required for Contractors only):
Owners and Contractors Liability Policy: Prior to the execution of the Contract the
Contractor shall provide a separate policy of insurance in the amount of $2,000,000,
per occurrence, at its sole cost and expense, naming the City of Glendale, a Municipal
Corporation and all its agents, representatives, officers, directors, officials and
employees as the insured. The Policy shall be primary and not contributory to any

7)
a)

insurance or self-insurance maintained by the City of Glendale and shall remain in
effect through date of Final Acceptance.

Other Requirements:
If the Contractor maintains broader coverage and/or higher limits than the minimums
shown above, the City requires and shall be entitled to the broader coverage and/or the
higher limits maintained by the contractor. Any available insurance proceeds in excess of
the specified minimum limits of insurance and coverage shall be available to the City.

All policies must be written by insurance companies whose rating, in the most recent
AM Best’s Rating Guide, is not less than A-VII. All coverage forms must be acceptable
to City.

ACORD® Certificate of Liability Insurance form with the required endorsements
evidencing the required coverages must be PROVIDED to the City prior to
commencement of any Work. Failure of City to demand such certificate or other
evidence of full compliance with these insurance requirements or failure of City to
identify a deficiency from evidence that is provided shall not be construed as a waiver
of Contractor’s obligation to maintain such insurance. City shall have the right, but
not the obligation, to prohibit Contractor or any of its subcontractors from entering
the Project site until such certificates or other evidence that insurance has been
placed in complete compliance with these requirements is received and approved by
City.

The policies shall provide waivers of subrogation by endorsement or otherwise in
favor of the City. A waiver of subrogation shall be effective as to a person or entity
even though that person or entity would otherwise have a duty of indemnification,
contractual or otherwise, did not pay for the insurance premium directly or indirectly,
and whether or not the person or entity had an insurable interest in the property
damaged.

The following policies shall include Waiver of Subrogation endorsements:
Workers’ Compensation

The following policies shall include Additional Insured endorsements:
Commercial Auto Coverage
Commercial General Liability
Excess Liability
Builders Risk, and as loss payee

Contractor shall be responsible for satisfying any deductible or self-insured retention
with respect to any of the coverages required by the Contract Documents to be
provided by Contractor.

City reserves the right, in its sole discretion, to require higher limits of liability
coverage if, in City’s opinion, operations by or on behalf of Contractor create higher
than normal hazards and, to require Contractor to name additional parties in interest
to be Additional Insureds.

In the event that rental of equipment is undertaken by Contractor or any
Subcontractor to complete and/or perform the Work, Contractor agrees that it shall
be solely responsible for such rental equipment. Such responsibility shall include, but
not be limited to protection against theft, fire, vandalism and use by unauthorized
persons.

In the event that materials or any other type of personal property ("personal
property") is acquired for the Project or delivered to the Project site, Contractor
agrees that it shall be solely responsible for such property until it becomes a fixture
on the Project, or otherwise is installed and incorporated as a final part of the Project.
Such responsibility shail include, but not be limited to protection against theft, fire,
vandalism and use by unauthorized persons.

If City elects to utilize an Owner Controlled Insurance Program ("OCIP") which
provides coverage for the Work, the Contractor shall comply with all provisions of
any such OCIP.

Any additional provisions specific to the Project are attached. In the event of any
conflict between the attached terms and the terms of this Exhibit, Contractor shall
comply with the more stringent provisions.

m) Ifa policy does expire, a renewal certificate of the required coverage shall be sent to
the City of Glendale not less than five (5) days prior to the expiration date or, if a
policy is to be cancelled, changed or not renewed, a proper notice of such action shall
be sent to the City not less than ten (10) days prior to any such action by the insurance
company.

Notice shall be sent to:
Engineering Department

City of Glendale

5850 W. Glendale Ave, Suite 315

Glendale, AZ 85301

Article XII. INDEMNIFICATION

(a) To the fullest extent permitted by law, Contractor must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties"), for, from, and against any
and all claims, demands, actions, damages, judgments, settlements, personal injury
(including sickness, disease, death, and bodily harm), property damage (including loss of
use), infringement, governmental action and all other losses and expenses, including
attorneys’ fees and litigation expenses (each, a "Demand or Expense"; collectively,
"Demands or Expenses") asserted by a third-party (i.e. a person or entity other than City
or Contractor) and that arises out of or results from the breach of this Agreement by the
Contractor or the Contractor’s negligent actions, errors or omissions (including any
Subcontractor or other person or firm employed by Contractor), whether sustained
before or after completion of the Project.

(b) This indemnity and hold harmless provision applies even if a Demand or Expense is in part
due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Contractor shall be liable only to the extent the Demand or
Expense results from the negligence or breach of a responsibility of Contractor or of any
person or entity for whom Contractor is responsible.