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HomeMy WebLinkAboutResolution 98-072 agreement for construction of water facilities on cortaro ranch propertyMARANA RESOLUTION NO. 98-72 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, ACCEPTING AND AUTHORIZING THE APPROVAL OF AN AGREEMENT BETWEEN THE TOWN OF MARANA AND KAUFMAN AND BROAD OF ARIZONA, INC., AN ARIZONA CORPORATION, FOR CONSTRUCTION OF WATER FACILITIES AND PROVISIONS FOR WATER UTILITY SERVICE. WHEREAS, the Town of Marana and Kaufman and Broad of gMzona, Inc., agree to the construction of water facilities and provisions of water utility service for Cortaro Ranch property which has recently been pta-chased by Estes Homes; and WHEREAS, acceptance of the Agreement between the Town of Marana and Kaufinan and Broad of Arizona, Inc., will benefit the citizens of the Town of Marana and will be in the Town's best interest. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana, Arizona, accepting and authorizing the approval of the Agreement between the Town of Marana and Kaufman and Broad of Arizona, Inc., an Arizona corporation, attached hereto as Exhibit "A" and incorporated herein by this reference, for construction of water facilities and provisions for water utility service. BE IT FURTHER RESOLVED that the Mayor is authorized to execute said Agreement on behalf of the Town of Marana. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 16th day of June, 1998. Mayor ORA Mb~E H-A1Qq Marana, Arizona Resolution No. 98-72 Page 1 of 1 SMARA TOWN OF MARANA ATTN: TOWN CLERK 13251 N LON ADAMS RD MARANA AZ 85653 _ DOCKET: 10846 . PAGE: 558 NO. OF PAGES: 21 SEQUENCE: 19981230283 07/27/98 AG 11:47 F. ANN RODRIGUP- RECORDER RECORDED BY: RL_ DEPUTY RECORDER 2234 ROOC MAIL AMOUNT PAID $ 16.00 TOWN OF MARANA AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES AND PROVISION OF WATER UTILITY SERVICE THIS AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES, entered into as of the It, day of TUNE , 1998, by and between the TOWN OF MARANA, ARIZONA, an Arizona municipal corporation, (hereinafter referred to as "Marana" or "Town"), and KAUFMAN AND BROAD OF ARIZONA, INC., an Arizona Corporation, (hereinafter referred to as the "Developer"), is for the construction of Water Facilities necessary to provide water utility service to its Property, which is more specifically described on Exhibit "A" attached hereto and made a part hereof, (hereinafter the "Property"), on the following terms and conditions: RECITALS WHEREAS, the Developer is desirous of securing water to the area more particularly described in Exhibit "A" attached hereto and made a part hereof, and will construct certain water facilities and transfer the ownership thereof to Marana for such purposes; and WHEREAS, Marana is willing to supply water to Developer in accordance with the Municipal Code of the Town of Maran a, and in accordance with the terms of this Agreement. COVENANTS NOW, THEREFORE, in consideration ofthe mutual covenants, conditions, and agreements set forth below, the parties agree as follows: 1. DEFINITIONS 1.1 Developer: KAUFMAN AND BROAD OF ARIZONA, INC., and its successors and aSSIgns. 1.2 Property: That certain property or real estate development as shown on Exhibit "A" attached hereto and made a part hereof. 1.3 Water Facilities: Public water facilities which are to be constructed under this Agreement which are located within public rights-of-way or dedicated easements, Page 1 of 16 10846 558 J and which upon completion by Developer and inspection and acceptance by Marana, are deeded to Marana for operation and maintenance, including water mains, valves, pipelines, booster pumps, wells, reservoirs and all other water facilities necessary for service to the Property and appurtenant to the municipal water supply system ofthe Town of Marana. 1.4 Water System: Water facilities, including water mains, valves, pipelines, booster pumps, wells, reservoirs and all other water facilities necessary for service to the Property and appurtenant to the municipal water supply system of the Town of Marana. 2. CONSTRUCTION OF WATER FACILITIES 2.1 Plans and Specifications. Developer shall design and construct, at Developer's own expense, the Water Facilities in accordance with approved Plans and Specifications. The approved Plans and Specifications shall conform to the design standards of, at the option of Marana, (i) the City of Tucson water department, or (ii) the Town of Marana water department, capable of serving the water needs of all commercial and non-commercial development, sized to serve the maximum authorized development of the Property. A copy of said approved Plans and Specifications for the Water Facilities is attached as Exhibit "B," and incorporated herein by this reference. 2.2 Plans and Specifications. Approval. The Plans and Specifications for the Water Facilities shall be reviewed and approved in writing by Marana and the Arizona Department of Environmental Quality (ADEQ) or the Pima County Department of Environmental Quality (PCDEQ) prior to issuance of any water facilities construction permits by Marana. No work shall commence until Marana has issued a Water Facilities construction permit. 2.3 Contractor. The Water Facilities shall be constructed by a contractor properly licensed by the State of Arizona and in accordance with Plans and Specifications prepared by a qualified registered professional engineer. The location in the ground and manner of installation shall comply with the requirements of all public agencies having authority to prescribe regulations with respect to the location and manner of installation. 2.4 Permits and Licenses. Developer shall obtain all necessary permits and licenses, pay all fees and comply with all laws, ordinances and regulations related to the public health, safety, welfare and construction of the Water System. Page 2 of 16 10846 559 2.5 Materials. Workmanship. Equipment and Machinery. All materials shall be new and both workmanship and materials shall be of good quality and meet the specifications and standards of all of the following: (a) the American Water Works Association, (b) ADEQ, (c) PCDEQ, (d) all local regulatory agencies and (e) the Plans and Specifications incorporated herein by reference in Exhibit "B." Developer shall repair, or remove and replace, at Developer's own expense and at Marana's convenience, workmanship or materials which prove to be defective at any time within one year from the date of the final acceptance of Developer's work by Marana. 2.6 Connecting New Facilities. Upon completion ofthe Water Facilities, the Developer shall dedicate the Water Facilities and Water System to the Town, without cost, and the Town shall thereafter operate the Water Facilities as an integral part of its municipal water utility. The Water Facilities constructed pursuant to this Agreement shall be connected to Marana's existing water facilities at the point or points directed by Marana for Service Area requirements. 2.7 Inspection. Testing and Correction of Defects. Developer shall comply with the inspection and testing requirements of ADEQ, PCDEQ, and Marana for the facilities to be constructed hereunder, PROVIDED HOWEVER, said requirements shall be reasonable and shall not cause the Developer unwarranted delays in the ordinary course of construction. Developer shall promptly notify Marana when the Water Facilities under construction are ready for inspection and testing, and Marana shall inspect the same promptly after being so notified. For the purpose of inspection and testing of everything covered by this Agreement, or the work thereon, Developer shall give Marana and any inspectors appointed by it, free access to the construction site and facilitate the proper inspection of materials and work and shall furnish it with full information whenever requested as to the progress of the work in its various stages. The approval of work by any such inspector shall not relieve Developer from its obligation to comply in all respects with the instructions and specifications to make the work a finished job of its kind, completed in accordance with the best practices. Developer agrees that no inspection by or on behalf of Marana shall relieve Developer from its obligation to prosecute and complete the work in accordance with this Agreement. If at any time before the final completion and acceptance ofthe work, any part of the work is found to be defective in any way, or in any way fails to conform to this Agreement, Marana is hereby expressly authorized to reject or revoke acceptance of such defective or deficient work and require Developer to repair, replace or make good on such defective work. Marana specifically reserves the right to withhold approval and to forbid connection of the Water Facilities constructed pursuant to this Agreement to Marana's water utility Page 3 of 16 10845 560 system unless such Water Facilities have been constructed in accordance with the Plans and Specifications approved by Marana and are satisfactory to Marana upon inspection and testing. Developer agrees that it will promptly correct all defects and deficiencies in construction, materials and workmanship upon request by Marana made subsequent to inspections by Marana. 2.8 Change Orders. In the event that any applicable governmental agency, Marana or the Developer makes (or is desirous of making) any material changes to the design of the Water Facilities which are to be constructed in accordance with the Water Plans referred to in Exhibit "B" to this Agreement, the Developer shall (a) obtain Marana's prior consent to such material changes or modifications, (b) pay to Marana a reasonable fee for its time in reviewing such material changes or modifications and (c) pay the additional cost of construction associated with the same, if any. 2.9 Invoices. Developer agrees to furnish Marana, within thirty (30) days after completion of construction, copies of all Developer, subcontractor and vendor invoices for all engineering and other services, materials installed, construction performed, equipment provided, materials purchased and all else done directly or indirectly in connection with construction pursuant to this Agreement at the actual cost thereof. 2.10 Liens. Developer acknowledges its duty to obtain lien waivers from all third parties providing labor, materials or services hereunder. Developer hereby irrevocably waives any rights it may now have or which it may acquire during the course ofthis Agreement to record liens against Marana or its property. Developer shall also pay, satisfy and discharge all mechanics', material men's and other liens, and all claims, obligations and liabilities which may be asserted against Marana or its property by reason of, or as a result of, any acts or omissions of Developer, its employees, agents, servants, suppliers, or subcontractors, or the employees, agents, servants or suppliers of its subcontractors, in connection with or relating to the performance of this Agreement. 2.11 As-Built Plans. Developer agrees to furnish Marana, within thirty (30) days after completion of construction, "as-built" drawings certified as to correctness by an engineer registered in the State of Arizona showing the locations of all water mains, hydrants, valves, and service connections to all structures served from facilities constructed pursuant to this Agreement. Marana shall have the right to withhold water service to Developer pursuant to this Agreement until this condition is satisfied. 2.12 Risk. Developer shall carry on all work required hereunder at its own risk until the same is fully completed and accepted by Marana and will, in case of accident, Page 4 of 16 10846 561. ,.--...---~--<-_._-~.> destruction or injury to the work or material before such final completion and acceptance, replace or repair forthwith the work or materials so injured, damaged or destroyed, to the satisfaction of Marana and at Developer's own expense. 2.13 Insurance. Developer shall obtain insurance pursuant to Exhibit "E" incorporated herein by this reference. 2.14 Easements. Developer shall provide to Marana recordable easements and required surveying, over, under, and across all portions ofthe main and pipeline routes as may be necessary to serve each parcel or lot within Developer's development. If Developer's development involves road construction, all roads and drainage ways will be brought to grade by Developer prior to the commencement ofthe installation ofthe Water Facilities. No pavement or curbs shall be installed prior to completion of the Water Facilities. 2.15 Meter Service. Developer shall install, to Marana' s specifications, automated meters, sensors, and the other necessary equipment for automated meter reading for all water services on the Property. Provided that Developer is in compliance with this subparagraph, Marana agrees to waive any water connection or meter installation fees for new connections within the Property. 2.16 No Permanent Structures on Easements. No permanent structures (i.e., masonry walls, fences, etc.) shall be constructed on or through a water easement without the express written consent of Marana. 2.17 Title. All materials installed, Water Facilities constructed and equipment provided by Developer in connection with construction of the Water Facilities under this Agreement and the completed facilities as installed shall, upon Marana's acceptance of the same, become the sole property of Marana, and full legal and equitable title thereto shall be then vested in Marana, free and clear of any liens, without the requirement of any written document oftransfer to Marana or further acceptance by Marana. Developer agrees to execute or cause to be executed promptly such documents as legal counsel for Marana may request to evidence such conveyance of good and merchantable title to the Water Facilities free and clear of all liens. 3. COSTS OF CONSTRUCTION OF WATER FACILITIES 3.1 Developer shall, at Developer's sole cost and expense, install all the Water Facilities shown on the approved plans and specifications, and shall hold Marana free and harmless from any claim for the construction costs or any defects in such Water Facilities.e Page 5 of 16 10846 562 3.2 Developer shall, at Developer's sole cost and expense, make any and all alterations to any existing water distribution system, either on-site or off-site, necessitated by paving, drainage, or other improvements caused by the construction of the Developer's development. 3.3 The Water Facilities shall be transferred to the ownership of Marana upon their completion, and no refunds from revenues shall be provided. 4. SECURITY REQUIREMENTS 4.1 In accordance with Arizona Revised Statutes and the Marana Municipal Code, this Agreement is contingent upon Developer furnishing Marana with such security as may be appropriate and necessary, as determined by the Town Manager, to assure Marana that Developer will perform all the Water Facilities and Water System construction described above, together with all other obligations now existing or accruing under this Agreement. 5. WATER SERVICE; WATER RIGHTS 5.1 Marana shall be under no obligation to provide water utility service to Developer until each and every condition ofthis Agreement has been met and satisfied. Marana agrees that upon satisfaction of each and every condition provided in this Agreement, that it will then provide water utility service to the Developer's Property. 5.2 Developer hereby assigns to Marana, as a condition of Maran a providing water utility service, all of its Type 1 and Type 2 water rights as may exist on the Property to be served by Marana. Developer agrees to execute all forms necessary to effect the transfer of these water rights to Marana. 5.3 Marana will provide the Designation of Assured Water Supply status for the Property upon acceptance of the Property into Marana's service area by the Central Arizona Groundwater Replenishment District (CAGRD). Developer understands and agrees that a groundwater replenishment fee will be added to the water bills for customers living within the Property to fund the replenishment of groundwater. The amount of the replenishment fee may be reduced as a consequence ofthe transfer of Type 1 or Type 2 water rights to Marana. Page 6 of 16 10846 563 6. TERMINATION OF AGREEMENT 6.1 In the event Developer does not complete all of the Water Facilities and Water System construction described in Article 2, within three (3) years from the date of this Agreement, this Agreement shall be null and void, canceled and of no further force and effect. 6.2 Pursuant to A.R.S. 938-501 et seq., Marana may cancel this Agreement within three years after its execution, without penalty or further obligation if any person significantly involved in initiating, securing, drafting or creating this Agreement on behalf of Marana is, at any time while this Agreement or any extension of this Agreement is in effect, an employee or agent of Developer in any capacity or a consultant with respect to the subject matter ofthis Agreement. Cancellation under this section by Marana shall be effective when written notice from Marana is received by Developer unless the notice specifies a later time. In addition to the right to cancel as provided herein, Marana may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of Maran a from Developer arising as the result of this Agreement. 7. INDEMNIFICATION 7.1 To the fullest extent permitted by law, the Developer shall defend, indemnify and hold harmless the Town of Marana, its agents, officers, officials, elected officials, and employees from and against all tortuous claims, damages, losses and expenses (including but not limited to attorney fees, court costs, and the cost of appellate proceedings), relating to, arising out of, or alleged to have resulted from the acts, errors, mistakes, omissions, work or services ofthe Developer, its agents, employees, or any tier of Developer's subcontractors in the performance of this Agreement. Developer's duty to defend, hold harmless and indemnify the Town of Maran a, its agents, officers, officials and employees shall arise in connection with any tortuous 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 of Developer' s acts, errors, mistakes, omissions, work or services in the performance of this Agreement including any employee of the Developer, any tier of Developer' s subcontractors or any other person for whose acts, errors, mistakes, omissions, work or services the Developer may be legally liable. Further, Developer shall indemnify Marana against all claims that may be asserted against Marana for inadequate fire protection capacity arising from thee Page 7 of 16 10846 5.64 design and construction ofthe Water Facility and Water System by Developer or its employees or agents. 8. NOTICE 8.1 Communications hereunder shall be sent to the parties at the following addresses or to such other addresses as the parties may advise in writing: To Marana: Town Manager Town of Marana 13251 N. Lon Adams Road Marana, Arizona 85653-9723 With copy to: Daniel J. Hochuli Daniel J. Hochuli & Associates 220 E. Wetmore Road; Suite 110 Tucson, AZ 85705-1748 To Developer: Kaufman and Broad of Arizona, Inc. ~7RO NorTh S~~n Ro~n P. O. Box 17360 Tucson, Arizona 85731 Attn: Wi 11 i am A. Est e s, I I I With copy to: N / A 9. SEVERABILITY 9.1 In the event any portion of this Agreement shall be determined to be invalid, such invalidity shall not render void any remaining portions ofthis Agreement which can be given effect, and they shall remain in full force and effect. Page 8 of 16 10846 565 10. ASSIGNMENT 10.1 This Agreement shall be binding upon and for the benefit ofthe heirs, administrators, executors, successors and assigns of Marana and Developer. 11. MISCELLANEOUS 11.1 This instrument contains the sole and only agreement of the parties relating to this Agreement and correctly sets forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force and effect. This Agreement contains the entire agreement between the parties, and it shall not be amended, altered or changed, except by written instrument signed by the parties. 11.2 This Agreement shall remain on file at Marana Town Hall and shall be made available for public review upon request. 11.3 This Agreement is entered into under and shall be governed by the laws ofthe State of Arizona. 11.4 This Agreement has been arrived at by negotiation and shall not be construed against any party to it or against the party who prepared the last draft. 11.5 Captions and headings are for index purposes only and shall not be used in construing this Agreement. 11.6 BEFORE THIS AGREEMENT SHALL BECOME EFFECTIVE AND BINDING UPON EITHER MARANA OR DEVELOPER, IT MUST BE APPROVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA. In the event that it is not so approved, this Agreement shall be null and void and of no force or effect whatsoever. The remedies provided in this Agreement in favor of Marana shall not be deemed its exclusive remedies but shall be in addition to all other remedies available at law or in equity. No waiver by Marana of any breach by Developer of any provision of this Agreement nor any failure by Marana to insist on strict performance by Developer of any provision of this Agreement shall in any way be construed to be a waiver of any future or subsequent breach by Developer or bar the right of Maran a to insist on strict performance by Developer ofthe provisions of this Agreement in the future. Developer is an independent contractor and not an agent or employee of Marana. 11.7 This Agreement, and all rights and obligations hereunder, including those regarding water service to the Developer, shall be subject to all provisions of the Municipal Page 9 of 16 10846 56Q Code ofthe Town of Maran a and all applicable rates, fees, charges and tariffs ofthe Marana Water Utility as approved by the Mayor and Council ofthe Town of Maran a now or as they may be changed and approved by the Mayor and Council ofthe Town of Marana in the future. IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above written. TOWN OF MARANA , f ~l:J(k~) Mayor ORA M H~ ATTEST: .......,. ... l.;~'/1//) >~~.. __,-,..--" I i , . I i APP~~ AS TO FORM: k~~:gz .~/:x". . Daniel J. Hochuli ..) / T own Attorney DEVELOPER: V;(~~ William A. Estes, III Authorized Agent for Kaufman and Broad of Arizona, Inc. Page 10 of 16 10846 567 STATE OF ARIZONA ) ) ss. COUNTY OF PIMA ) ACKNOWLEDGMENT This instrument was acknowledged before me this 9 t h day of J un e William A. Estes. ~ Authorized Agent III of Arizona, as Developer. Inc. My Commission Expires: Ortohf>r CJ, lCJCJCJ OFFICIAL SEAL JANET L, METHOT N01ARY PUBUC ~ ARIZONA "IMA OOUNTY ~y f;.,,;p~, tlpires Oel . 9 J 1999 10846 Page 11 of 16 568 , 1998, by of Kaufman and Broad ~,~ U,( p ~. N ary Public EXHIBIT "A" LOCATION MAP OF THE DEVELOPMENT WITH LEGAL DESCRIPTION LOT NUMBERS 3 - 6, 71 -78, 97, AND 107 -144 OF CORTARO RANCH RECORDED IN PIMA COUNTY, ARIZONA IN BOOK 51 OF MAPS AT PAGE 6. Page 12 of 16 10846 569. - EXHIBIT "A" ..~ -5 -PH:t~ rIES. Tlr. E ~ ~ I I ~ ~ UNOA VISTA , BL 'rfJ. ~ :: -BJ ~ .,-./ ~ /'~' ~ ~ Q:: L...I ~ ~ ~ ~~ 23 ~~ ~:::J~ ~:::t:: ARTHUR PACK PARK ROAD I::! ~ ~ ~ SCALE- 1.6- = 1 MILE ~ ~ INA ROAD LDCA TIDN MAP A PORTION ex: THE NORTH HALF (NH) (Y SECnON 26, 1-12-5, R-12-E, G. ct 5.R.M., TOMV OF UARANA, PIMA COUNTY, ARIZONA CERTIFICA TION I HEREBY CERnFY THA T THIS PLAT REPRESENTS A SURVEY MADE BY ME OR UNDER MY SUPERVISION AND THA T ALL BOUNDARY MONUMENTS INDICA TED AS FOUND HEREON ACTUALL Y EXIST, AND TH[fR LOCA TION, SIZE AND MA TERIAL ARE CORRECTL Y SHOMV. ALL RECORDED EASE}JENTS AND RIGHTS-OF - WA Y L1STEDIN THE STEWART TITLE k TRUST OF TUCSON, NUMBER 95210272 DATED FEBRUARY 16, 1995, ARE SHOWN OR NOTED AS TO THEIR EFFECT. 10846 570 .An~D~'^- EXHIBIT "B" INCORPORATION BY REFERENCE OF THE PLANS AND SPECIFICATIONS OF THE WATER UTILITY FACILITIES TO BE CONSTRUCTED HEREUNDER Reference is hereby made to those certain 24" x 36" engineering drawings of the Water Facilities Plans. Copies of such engineering drawings may be reviewed at Marana's offices. Such engineering drawings may be more specifically described as follows: [Please provide a detailed description of the Plans and Specifications including the date and the code-number of the Plans and the name of the Engineering firm which prepared the same.] Page 13 of 16 r08l~6 571 ,0 _.~_. '''~ ... EXHIBIT" C" ITEMIZED BREAK-DOWN OF THE ESTIMATED COST OF THE WATER UTILITY FACILITIES TO BE CONSTRUCTED HEREUNDER [Please slip a line-by-line itemized break-down of the Estimated Cost of the Water Utility Facilities to be installed in accordance with this Agreement behind this cover sheet.] Page 14 of 16 10846 572 ~d -.,' ~.. . = -- lo0eOl5.667cs16.67H Contractor CORTARO RANCH Wa t el- F ac i 1 i t y llJ01-k EXHIBIT "e" -------------------------------------------------------------~---------- Cost CRANE Machine and Pump Service, Inc. 110 E. Lester Dr. Tucson, AZ 85705 SMYTH Steel 3415 E. Kleindale Tucson, AZ 85716 COMET Electric P.O. Box 573 Vail, AZ 85614 Arizona Hydrojetting & Plumb i ng, I nc . &351 E. Beverly Dr. Tucson, AZ 85710 ROYCE Corporation Pumps, Mechanical and above ground piping Sales ta>~ @ 3.25X CRANE Total 150,000g storage Tank 5,000g Pressure Tank Sales tax @ 3.25Y. SI'1YTH Tota 1 Electric & Controls Sales Tax @ 3.25Y. COMET Total Underground Piping Sales Tax @ 3.25X AH&P Total llla 11 Sales Tax @ 3.25 F:OYCE Tot a 1 $'33 ,235 .00 $3,030.14 $'36,265.14 $68,750.00 $11,800.00 $2,234.3? 83167.88 $6'3,432.55 $2,256.56 $71 ,689.11 $5,'300.00 $191.75 $6 ,091 .75 $21,041 .2E. $683.84 $21 , 725 . 10 WATER FACILITY Total $278,938.98 .oOeOl5.667cs16.67H 10846 MARANA Permit @ IX = $2,789.39 573 EXHIBIT "0" ACTUAL COST OF WATER FACILITIES To be attached at the completion of project per John Siath and Sandy Groseclose Page 15 of 16 10846 574 EXHIBIT "E" INSURANCE REOUIREMENTS [To be Attached Forthwith.] Page 16 of 16 10846 575 EXHIBIT E INSURANCE REQUIREMENTS The amount and type of insurance coverage requirements set forth herein shall in no way be construed to limit the scope of the indemnity contained in the Agreement. The Developer, at its own expense, shall purchase and maintain the herein stipulated minimum insurance with companies duly licensed, possessing a current A.M. Best, Inc., Rating ofB++6, or an approved company unlicensed in the State of Arizona with policies and forms satisfactory to the Town of Marana. All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the Agreement is satisfactorily completed and formally accepted by the Town; failure to do so may, at the sole discretion ofthe Town, constitute a material breach ofthe Agreement. The Developer's insurance shall be primary insurance as it relates to the Town, and any insurance or self-insurance maintained by the Town shall not contribute to any claims. Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the Town. The insurance policies, except Workers' Compensation, shall contain a waiver of transfer rights of recovery (subrogation) against the Town, its agents, officers, officials, elected officials, and employees for any claims arising out of the Developer's acts, errors, mistakes, omissions, work or servIce. The insurance policies may provide coverage which contains deductibles or self-insured retentions. Such deductibles and/or self-insured retentions shall not be applicable with respect to the coverage provided to the Town under such policies. The Developer shall be solely responsible for the deductibles and/or self-insured retentions and the Town, at its option, may require the Developer to secure payment of such deductibles or self-insured retentions by a Surety Bond or an irrevocable and unconditional letter of credit. The Town 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. The Town shall not be obligated, however, to review same or to advise Developer of any deficiencies in such policies and endorsements, and such receipt shall not relieve Developer from, or be deemed a waiver of, the Town's right to insist on strict fulfilment of Developer's obligations under this Agreement. The insurance policies, except Workers' Compensation, required by the Agreement, shall name the Town, its agents, officers, officials, elected officials, and employees as Additional Insureds. Page 1 of 3 10846 576 REQUIRED COVERAGE Commercial General Liability The Developer shall maintain Commercial General Liability insurance with a policy limit of not less than $5,000,000.00 for each occurrence with a $10,000,000.00 Products/Completed Operations Aggregate and a $10,000,000.00 General Aggregate Limit. The policy shall include coverage for bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage including, but not limited to, the liability assumed under the indemnification provisions ofthis Agreement which coverage will be at least as broad as the coverage under Insurance Service Office, Inc., Policy Form CG 00011093 or any replacements thereof. The coverage shall not exclude X, C, and U. Such General Liability policy shall contain a severability of interest provision, and shall not contain a sunset provision nor commutation clause, nor any provision which would serve to limit third party actions over claims. The Commercial General Liability additional insured endorsement shall be at least as broad as the coverage under Insurance Service Office, Inc., Additional Insured, Form B, CG 20101085, and shall include coverage for the Developer's operations and products and completed operations. If required by the Agreement, the contractor subletting any part of the work, services or operations awarded to the Developer shall purchase and maintain, at all times during prosecution of the work, services or operations under the Agreement, an Owner's and Contractor's Protective Liability insurance policy for bodily injury and property damage, including death, which may arise in the prosecution of the Developer's work, service or operations under the Agreement. Coverage shall be on an occurrence basis with a limit not less than $5,000,000.00 per occurrence, and the policy shall be issued by the same insurance company that issues the Developer's Commercial General Liability msurance. Automobile Insurance The Developer shall maintain comprehensive automobile liability insurance covering all owned and non-owned automobiles and trucks used by or on behalf ofthe Developer in connection with the work and services provided under the Agreement. Policy limits shall be not less than $5,000,000.00 per occurrence and $10,000,000.00 aggregate. Workers' Compensation The Developer shall carry Workers' Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over the Developer's employees engaged in the performance of the work or services and Employer's Liability insurance of not less than $1,000,000.00 for each accident, $1,000,000.00 disease coverage for each employee, and $5,000,000.00 disease policy limit. Page 2 of 3 10846 577 In case any work is subcontracted, the Developer will require the subcontractor to provide Workers' Compensation and Employer's Liability insurance to at least the same extent required of the Developer. Professional Liability The Developer shall maintain Professional Liability insurance covering acts, errors, mistakes, and omissions arising out of the work or services performed by the Developer, or any person employed by the Developer, with a limit of not less than $5,000,000.00 per claim. CERTIFICATES OF INSURANCE Prior to commencing work or services under this Agreement, the Developer shall furnish the Town with Certificates of Insurance, issued by the Developer's insurer(s), as evidence that policies providing the required coverages, conditions and limits required herein are in full force and effect. In the event that any insurance policy(ies) required by this Agreement is(are) written on a "claims made" basis, coverage shall extend for two years past completion and acceptance ofthe Developer's work or services and be evidenced by annual Certificates ofInsurance. If a policy does expire during the life of the Agreement, a renewal certificate must be sent to the Town fifteen (15) days prior to the expiration date. All Certificates of Insurance shall be identified with bid serial number and title. A $25.00 administrative fee will be assessed for all certificates received without the appropriate bid serial number and title. CANCELLATION AND EXPIRATION NOTICE Insurance required herein shall not be canceled nor materially changed without thirty (30) days prior written notice to the Town. Page 3 of 3 10846 578