7-7 RFP 2027-100 Contract Professional Services Example.pdf

Contract No.

Mountain Line (Northern Arizona Intergovernmental

Public Transportation Authority) 216 W. Phoenix Ave., Flagstaff, AZ 86001

(928) 679-8907 www.mountainline.az.gov

PROFESSIONAL SERVICES CONTRACT

CONTRACT NO. ______

MOUNTAIN LINE

PROFESSIONAL SERVICES CONTRACT

This Contract is made and entered into effective as of the DATE (the "Effective Date"), by and between the Northern Arizona Intergovernmental Public Transportation Authority, a political subdivision of the State of Arizona ("Mountain Line"), and CONSULTANT a[n] ("Consultant"). Mountain Line and Consultant may be referred to in this Contract collectively as the "Parties" and each individually as a "Party."

Mountain Line: Mountain Line 216 W. Phoenix Ave.

Flagstaff, AZ 86001 Mountain Line Representative:

Telephone:

E-mail:

Consultant: Name Address Address Professional Representative:

Telephone:

E-mail:

RECITALS

A. Mountain Line wishes to enter into a contract for PROJECT services;

B. Mountain Line issued Request for Proposals, RFP 2025-000 (the “RFP”), in order to obtain those services;

C. The Consultant submitted the successful Proposal, including the Best and Final Offer pricing, (“Proposal”);

D. Consultant is qualified to perform the Services;

E. Mountain Line desires to contract with the Consultant to provide these Services;

F. The Consultant is ready, willing, and able to provide the Services pursuant to the terms of this Agreement; and

G. Mountain Line is authorized to execute this contract for professional services.

Now therefore, in consideration of the mutual promises and obligations set forth in this Contract the Parties agree as follows:

AGREEMENTS

ARTICLE 1: SCOPE OF SERVICES

1. Scope of Services. Consultant shall provide the services described in the Scope of Services attached here to as Exhibit A (the "Services"). All work will be reviewed and approved by the Contract Administrator to determine acceptable completion. Review and approval by the Contract Administrator shall not relieve Consultant of any liability for defective, non-complying, improper, negligent or inadequate Services rendered pursuant to this Contract.

2. General Conditions and Specifications: Mountain Line has adopted standard General Conditions which apply to all construction projects and construction contracts entered into by Mountain Line (“General Conditions”). Mountain Line has also adopted and operates under the Standard Specifications and Details set forth in Section 3 of the General Conditions (“Standard Specifications”).

Mountain Line has also adopted and operates under the Standard Specifications and Details set forth in Section 3 of the General Conditions (“Standard Specifications”). Appendix 1 to the General Conditions set forth policies and requirements applicable to Mountain Line projects. To the extent they apply and/or impact the Services being rendered, Consultant shall comply with and render its Services in full compliance with all of the foregoing. Any questions concerning the applicability of any specific provisions of the General Conditions or Specifications to the Project or the Services shall be directed in writing to the Mountain Line representative designated by Mountain Line. The General Conditions are available on the Internet at: https://mountainline.az.gov/services-programs/purchasing/.

3. Government Provisions and Project Specific Conditions. Exhibits C and D set forth additional government provisions which Consultant and project specific conditions, if any, which Consultant shall comply with in performing the Services.

4. Coordination: Consultant shall be responsible for coordinating the performance of the Services with Mountain Line, the City of Flagstaff and Arizona Department of Transportation (“ADOT “), and the design professionals and contractors involved in the Project, as applicable. Consultant shall also cooperate with Mountain Line in communicating with, obtaining necessary approvals or permits from, and responding to, any applicable government entity or regulatory agency, including participation in any hearings or meetings.

ARTICLE 2: FEES

1. The amount paid to Consultant under this Contract, including reimbursable expenses, shall not exceed the value as detailed in Exhibit A.

2. Consultant shall be paid according to the schedule set forth in Exhibit A.

3. Monthly payments may be made to Consultant on the basis of a progress report prepared and submitted by Consultant for the work completed through the last day of the preceding calendar month. Mountain Line reserves the exclusive right to determine the amount of work performed and payment due the Consultant on a monthly basis. Consultant shall include with each invoice delivered to Mountain Line such documentation as the Contract Administrator may require to make its determination of work performed and payment due and any such determination by Mountain Line shall be for the purpose of payment and shall not be deemed an approval of any portion of the Services or a waiver of any of Mountain Line's rights hereunder. Mountain Line shall pay Consultant's approved invoices within thirty (30) days of receipt.

4. If for any reason the Consultant fails to fulfill in a timely and proper manner its obligations under this Contract, or if the Consultant violates any of the covenants, agreements, or stipulations of this Contract, Mountain Line may withhold from payment due to the Consultant such amounts as are necessary to protect Mountain Line's position for the purpose of set-off until such time as the exact amount of damages due to Mountain Line from Consultant is agreed to by the parties in writing, or is determined by a court of competent jurisdiction.

ARTICLE 3: TERM OF CONTRACT

1. This Contract shall be in full force and effect when approved and signed by Mountain Line. The first term of this Agreement shall be from the Effective Date thru final completion of the project or X (x) years with an additional optional X (x) year terms agreed to by the parties in writing unless sooner terminated as provided herein.

ARTICLE 4: TERMINATION OF CONTRACT

1. Mountain Line has the right to terminate this Contract for cause or convenience or to terminate any portion of the Services which have not been performed by the Consultant.

2. In the event Mountain Line terminates this Contract or any part of the Services as herein provided, Mountain Line shall notify the Consultant in writing, and immediately upon receipt of such notice, the Consultant shall discontinue all Services, or the specific Services being terminated, as applicable, under this Contract.

3. Upon such termination, the Consultant shall immediately deliver to Mountain Line any and all documents or work product generated by the Consultant under the Contract (collectively, the "Work Product"), together with all unused material supplied by Mountain Line applicable to the Services being terminated. Consultant shall be responsible only for such portion of the work as has been completed and accepted by Mountain Line. Use of incomplete data by Mountain Line shall be their sole responsibility.

4. Upon receipt of notice of termination, Consultant shall appraise the Services it has completed but has not yet been paid for and shall submit the Services and appraisal to the Contract Administrator for evaluation.

5. The Consultant shall receive as compensation in full for Services performed and approved by the Contract Administrator to the date of such termination, a fee for the percentage of Services actually completed and accepted by Mountain Line. This fee shall be in an amount to be mutually agreed-upon by the Consultant and Mountain Line, based upon the Scope of Work set forth in Exhibit A and the payment schedule set forth in Article 2 of this Contract. If mutual agreement between the Parties cannot be reached after reasonable negotiation, the Contract Administrator shall determine the percentage of satisfactory completion of each task set forth in the Scope of Work and the amount of compensation Consultant is entitled to for such work, and the Contract Administrator's determination in this regard shall be final. Mountain Line shall make such final payment within 60 days after the latest of: (i) Consultant's completion or delivery to Mountain Line of any portion of the Services not terminated;

or (ii) Consultant's delivery to Mountain Line of all Work Product and any unused material supplied by Mountain Line, in accordance with Paragraph 3 of Article 4.

ARTICLE 5: ALTERATIONS OR ADDITIONAL SERVICES

The entire Scope of Services to be performed in accordance with this Contract is set forth in Exhibit A. Services which are not included in Exhibit A will be considered Additional Services, only if approved in writing by the Contract Administrator prior to their performance. The Consultant shall not perform such Additional Services without prior written authorization in the form of an approved change order or contract amendment from Mountain Line. In the event the Consultant performs such claimed Additional Services without prior written authorization from Mountain Line, it shall be conclusively presumed that the claimed Additional Services were included in the Scope of Services and Consultant shall not be permitted to request or receive any additional compensation for such claimed Additional Services.

ARTICLE 6: ASSIGNMENT AND SUBCONTRACTING

1. This Contract may not be assigned in whole or in part without the prior written consent of Mountain Line, and any such attempted assignment shall be null and void and a material breach of this Contract, and shall transfer no rights to the purported assignee.

2. The Consultant may engage such subconsultants or professional associates as Consultant may deem necessary or desirable for the timely and successful completion of this Contract.

However, the use of such subconsultants or professional associates for the performance of any part of the Services specified in Exhibit A shall be subject to the prior written approval of Mountain Line.

Consultant will submit a complete list of subconsultants on Exhibit A and will update the information on the list during the term of the Contract, should the status or identity of said subconsultants change.

Employment of such subconsultants or professional associates in order to complete the Services set forth in Exhibit A shall not entitle Consultant to additional compensation beyond that set forth in Article

2. The Consultant shall be responsible for and shall warrant all Services including work delegated to such subconsultants or professional associates.

ARTICLE 7: COMPLETENESS AND ACCURACY

The Consultant shall be responsible for the completeness, accuracy and quality of all work done pursuant to the Contract including, but not limited to the Services, the Work Product, and the reports, survey work, plans, supporting data and special provisions prepared or compiled pursuant to Consultant's obligations under this Contract and shall correct at Consultant’s expense all errors or omissions which may be discovered therein. Mountain Line's acceptance or approval of the Consultant's Services shall in no way relieve the Consultant of any of Consultant's responsibilities hereunder.

Mountain Line shall furnish the Consultant available studies, reports and other data pertinent to the Consultant's services; obtain or authorize the Consultant to obtain or provide additional reports and data as required; furnish to the Consultant services of others required for the performance of the Consultant's services hereunder, and the Consultant shall be entitled to use and rely upon all such information and services provided by Mountain Line or others in performing the Consultant's services under this Contract.

ARTICLE 8: OWNERSHIP OF DOCUMENTS

All documents including but not limited to data computation, studies, reports, design notes and any original drawings which are prepared in the performance of this Contract are to be and remain the property of Mountain Line and are to be delivered to Mountain Line before final payment under this Contract is made to the Consultant or upon termination of this Contract for any reason. To the extent any such documents or the Work Product is deemed to be the property of Consultant, Consultant hereby assigns all of Consultant's right, title and interest (including any applicable copyrights) in such documents and Work Product to Mountain Line.

ARTICLE 9: INDEMNIFICATION

1. To the fullest extent permitted by law, the Consultant shall defend, indemnify, save and hold harmless Mountain Line and their Board members, officials, officers, employees and agents (collectively "Indemnitees") from and against any and all damages, claims, losses, liabilities, actions or expenses (including, but not limited to, attorneys' fees, court costs, and the cost of appellate proceedings) (collectively, "Claims") to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the Consultant in the performance of Services pursuant to this Contract including, but not limited to, any such performance by any subconsultant. The Consultant's duty to defend, hold harmless and indemnify Indemnitees pursuant to this section shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury, sickness, disease, including death, or to injury to, impairment, or destruction of property including loss of use resulting therefrom, to the extent caused by the negligent, reckless or intentionally wrongful acts, errors, mistakes, omissions, work or services of the Consultant or anyone for whose acts the Consultant may be legally liable. It is the specific intention of the Parties that the Indemnitee shall be indemnified by Consultant from and against all Claims other than those arising from the Indemnitees’ and/or any third party's negligence.

The Consultant will be responsible for primary loss investigation and defense and judgment costs where this Indemnification applies.

2. In the event that any action or proceeding shall at any time be brought against any of the Indemnitees by reason of any Claim referred to in this Article, the Consultant, at Consultant's sole cost and upon at least 10 day's written notice from Mountain Line, shall defend the same with counsel acceptable to Mountain Line, in Mountain Line's sole discretion.

3. The Consultant's obligations under this Article shall survive the expiration or earlier termination of this Contract.

4. The insurance provisions set forth in this Contract are separate and independent from the indemnity provisions of this Article and shall not be construed in any way to limit the scope and magnitude of this Indemnification, nor shall this Indemnification be construed in any way to limit the scope, magnitude or applicability of the insurance provisions.

5. The Consultant shall not be responsible for warranties, guarantees, fitness for a particular purpose, breach of fiduciary duty, loss of anticipated profits or for economic, incidental or consequential damages to Mountain Line or any third party arising out of breach of contract, termination, or for any other reason whatsoever. Additionally, the Consultant shall not be responsible for acts and decisions of third parties, including governmental agencies, other than the Consultant’s subconsultants, that impact project completion and/or success.

6. Regardless of anything else herein to the contrary, Consultant’s initial defense obligation only arises for those claims covered by its Commercial General Liability Policy. Consultant does not have a defense obligation for any Loss that will be covered by Consultant’s Professional Liability Insurance Policy (an “Professional Liability Covered Indemnified Claim”); provided, however, for the avoidance of doubt, any costs and expenses (including reasonable attorney’s fees and court costs) that Owner incurs in connection with Owner’s defense of any Professional Liability Covered Indemnified Claim are included in Consultant’s obligation for such Professional Liability Covered Indemnified Claim.

ARTICLE 10: INSURANCE

Consultant shall secure and maintain during the life of this Contract, the insurance coverages set forth on Exhibit B.

ARTICLE 11: WARRANTIES

1. The Consultant shall be responsible for and shall and hereby does warrant that all Services provided shall: (i) conducted in accordance with the prevailing standard of care by exercising the skill and ability ordinarily required of engineers performing the same or similar services, under the same or similar circumstances, in the State of Arizona; (ii) be provided by properly trained, qualified, and licensed workers, subconsultants, and/or subvendors; (iii) conform to the requirements of this Contract (including all applicable descriptions, specifications, drawings and samples); and (iv) meet all specifications, requirements and legal regulations, statutes and/or codes that apply thereto, including, without limitation, all federal, state, county, and Mountain Line rules regulations, ordinances and/or codes that may apply..

2. Immediately upon notice from the Contract Administrator thereof, Consultant shall correct or replace as required by the Contract Administrator, at Consultant’s expense, all defects, noncompliance, or inadequacies which may be discovered in any of the Services provided under this Contract. Mountain Line's acceptance or approval of the Services shall in no way relieve the Consultant of any of Consultant's responsibilities hereunder. Unless a longer period is provided in the Contract Documents, this obligation to correct or replace shall continue for a period of two (2) years after acceptance of the specific Services.

ARTICLE 12: DISCLOSURES BY CONSULTANT.

1. The Consultant shall reveal fully and in writing any financial or compensatory agreements which the Consultant has with any prospective contractor prior to Mountain Line’s publication of requests for proposals or comparable documents.

2. The Consultant hereby warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this contract, and that the Consultant has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this contract.

3. The Consultant shall comply with Executive Order No. 11246 entitled "Equal Opportunity Employment" as amended by Executive Order no. 11375, and supplemented Department of Labor Regulations 41 CFR, Part 16.

ARTICLE 13: CONTRACT ADMINISTRATOR

Mountain Line's Contract Administrator for this Contract shall be Mountain Line or its designee(s).

ARTICLE 14: NOTICE

All notices or demands required to be given, pursuant to the terms of this contract, shall be given to the other Party in writing, delivered in person, sent by facsimile transmission, deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested or deposited with any commercial air courier or express service at the addresses set forth below, or to such other address as the Parties may substitute by written notice, given in the manner prescribed in this paragraph.

Mountain Line: ______________________ Mountain Line 216 W. Phoenix Ave.

Flagstaff, AZ 8600 E-mail:__________________

Consultant: ________________________ E-mail:__________________

A notice shall be deemed received on the date delivered, if delivered by hand, on the day it is sent by facsimile transmission, on the second day after its deposit with any commercial air courier or express services or, if mailed, three (3) working days (exclusive of United States Post Office holidays) after the notice is deposited in the United States mail as above provided, and on the delivery date indicated on receipt, if delivered by certified or registered mail. Any time period stated in a notice shall be computed from the time the notice is deemed received. Notices sent by facsimile transmission shall also be sent by regular mail to the recipient at the above address. This requirement for duplicate notice is not intended to change the effective date of the notice sent by facsimile transmission. E-mail is not an acceptable means for meeting the requirements of this section unless otherwise agreed in writing.

ARTICLE 15: GENERAL PROVISIONS

A. RECORDS AND AUDIT RIGHTS. Consultant's records (hard copy, as well as computer readable data), and any other supporting evidence deemed necessary by Mountain Line to substantiate charges and claims related to this contract shall be open to inspection and subject to audit and/or reproduction by Mountain Line's authorized representative to the extent necessary to adequately permit evaluation and verification of cost of the work, and any invoices, change orders, payments or claims submitted by the Consultant or any of his payees pursuant to the execution of the contract. Mountain Line’s authorized representative shall be afforded access, at reasonable times and places, to all of the Consultant's records and personnel pursuant to the provisions of this article throughout the term of this contract and for a period of three years after last or final payment.

B. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals, Exhibits and Appendices attached hereto are acknowledged by the Parties to be substantially true and correct, and hereby incorporated as agreements of the Parties.

C. ATTORNEYS' FEES. In the event either Party brings any action for any relief, declaratory or otherwise, arising out of this Contract, or an account of any breach or default hereof, the prevailing Party shall be entitled to receive from the other party reasonable attorneys' fees and reasonable costs and expenses (including expert witness fees), determined by the arbitrator or court sitting without a jury, which fees shall be deemed to have accrued on the commencement of such action and shall be enforced whether or not such action is prosecuted through judgment.

D. ENTIRE AGREEMENT. This Contract constitutes the entire understanding of the Parties and supersedes all previous representations, written or oral, with respect to the services specified herein.

E. GOVERNING LAW. This Contract shall be governed by and construed in accordance with the substantive laws of the State of Arizona, without reference to conflict of laws and principles.

Exclusive jurisdiction and venue for any action brought to enforce or construe any provision of this Contract shall be proper in the Superior Court of Coconino County, Arizona and both Parties consent to the sole jurisdiction of, and venue in, such court for such purposes.

F. INDEPENDENT CONTRACTOR. The services Consultant provides under the terms of this Contract to Mountain Line are that of an Independent Contractor, not an employee, or agent of Mountain Line. As an independent contractor, Consultant shall: (a) have discretion in deciding upon the method of performing the services provided; (b) not be entitled to worker's compensation benefits from Mountain Line; (c) not be entitled to any Mountain Line sponsored benefit plan; (d) shall select the hours of his/her work; (e) shall provide his/her own equipment and tools; and (f) to the extent required by law, be responsible for obtaining and remaining licensed to provide the Services.

G. TAXES. Consultant shall be solely responsible for any and all tax obligations which may result out of the Consultant’s performance of this contract. Mountain Line shall have no obligation to pay any amount for taxes, of any type, incurred by the Consultant. Mountain Line will report the value paid for these Services each year to the Internal Revenue Service (I.R.S.) using Form 1099. Mountain Line shall not withhold income tax as a deduction from contractual payments. Consultant acknowledges that Consultant may be subject to I.R.S. provisions for payment of estimated income tax. Consultant is responsible for consulting the local I.R.S. office for current information on estimated tax requirements.

H. AMENDMENTS. Any amendment, modification or variation from the terms of this Contract shall be in writing and signed by all Parties hereto.

I. COMPLIANCE WITH LAW. The Consultant specifically agrees and hereby warrants to Mountain Line that in the performance of the Services, Consultant and anyone acting on Consultant's behalf, including but not limited to Consultant's subconsultants, will comply with all state, federal and local statutes, ordinances and regulations, and will obtain all permits and licenses applicable for performance under this Contract.

J. SEVERABILITY. In the event that any provision of this Contract shall be held to be invalid and/or unenforceable, the remaining provisions shall be valid and binding upon the Parties.

K. WAIVER. None of the provisions of this Contract shall be deemed to have been waived by any act or knowledge of any Party or its agent or employees, but only by a specific written waiver signed by an authorized officer of such Party and delivered to the other Party. One or more waivers by either Party of any provisions, terms, conditions, or covenants of this Contract, or any breach thereof, shall not be construed as a waiver of a subsequent breach by the other Party.

L. COUNTERPARTS. This Contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, binding on all of the Parties. The Parties agree that this Contract may be transmitted between them via facsimile. The Parties intend that the faxed signatures constitute original signatures and that a faxed contract containing the signatures (original or faxed) of all the Parties is binding upon the Parties.

M. CANCELLATION FOR CONFLICT OF INTEREST. Pursuant to the provisions of A.R.S.

§ 38-511, Mountain Line may cancel any contract or agreement, without penalty or obligation if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of Mountain Line is, at any time while the contract or any extension thereof is in effect, an employee of any other party to the contract in any capacity or a consultant to any other party to the contract with respect to the subject matter of the contract.

N. LICENSES. Consultant shall maintain in current status all Federal, State, and Local licenses and permits required for the operation of the business conducted by Consultant and the Services.

O. PERMITS AND RESPONSIBILITIES. Consultant shall, without additional expense to

Mountain Line, be responsible for obtaining any necessary licenses and permits and for complying with any applicable Federal, State and Municipal Laws, codes and regulations in connection with the execution of the work.

P. LIENS. Consultant shall cause all materials, service or construction provided or performed under the resultant contract to be free of all liens, and if Mountain Line requests, Consultant shall deliver appropriate written releases, in statutory form of all liens to Mountain Line.

Q. PATENTS AND COPYRIGHTS. All services, information, computer program elements, reports and other deliverables, which may be patented or copyrighted and created under this contract are the property of Mountain Line and shall not be used or released by Consultant or any other person except with the prior written permission of Mountain Line.

R. WORKPLACE COMPLIANCE. The Consultant understands and acknowledges the applicability to it of the American with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free Workplace Act of 1989.

S. ACCESS. Mountain Line shall arrange for access to and make all provisions for the Consultant to enter upon public and private property as required for the Consultant to perform services hereunder.

T. THIRD PARTIES. The services to be performed by the Consultant are intended solely for the benefit of Mountain Line. No person or entity not a signatory to this Contract shall be entitled to rely on the Consultant's performance of its services hereunder, and no right to assert a claim against the Consultant by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Contract or the performance of the Consultant's services hereunder.

U. PRIORITY OF DOCUMENTS. In the event of a conflict between the terms of this Contract and the terms of any other document related to the Services, including but not limited to Scope of Services, the terms of this Contract shall prevail. In the event of a conflict between the terms of any bid document (RFP, RFQ, IFB) and the terms of a response, the terms of the bid document will control.

Agreement to the terms set forth herein is a material and necessary precondition and inducement to Mountain Line for entering into the Contract with Consultant.

ARTICLE 16: FUNDS APPROPRIATION

If the term of this Contract or provision of any Services hereunder extends beyond the current fiscal period of Mountain Line and the Mountain Line Board of Directors does not appropriate funds to continue this Contract and pay for charges hereunder, Mountain Line may terminate this Contract at the end of the current fiscal period. Mountain Line agrees, to the extent reasonably practical, to give written notice of such termination pursuant to Article 14 of this Contract at least thirty (30) days prior to the end of the current fiscal period and will pay to the Consultant approved charges incurred through the end of such period.

ARTICLE 17: EXHIBITS

The following Exhibits air attached hereto and incorporated into this Contract:

Exhibits:

A Scope of Services, Fees, and Schedule B Insurance C Government Provisions Compliance (if any) D Project Specific Conditions (if any)

In witness whereof, the parties hereto have executed and caused to be signed by their duly authorized representatives, this Contract on the date first written above.

MOUNTAIN LINE:

NORTHERN ARIZONA INTERGOVERNMENTAL

PUBLIC TRANSPORTATION AUTHORITY,

a political subdivision of the State of Arizona

By: Heather Dalmolin

Its: CEO and General Manager

APPROVED TO AS TO FORM

DICKINSON WRIGHT, PLC

By:

Its: General Counsel

CONSULTANT:

By:

Its:

EXHIBIT A

SCOPE OF SERVICES, FEES, AND SCHEDULE

See the attached Exhibit A.

EXHIBIT B

INSURANCE

INSURANCE PROVISIONS AND REQUIRED COVERAGE, TERM AND TERMINATIONS

A. Contractor shall obtain and submit to Mountain Line before any Services are performed, certificates from the Contractor's insurance carriers indicating the presence of coverages and limits of liability as set forth in the Contract Documents, but in no event shall the coverages and limits be less than those specified as follows:

1. Workers’ Compensation:

Coverage A. Statutory Benefits.

Coverage B. Employer’s Liability.

Bodily Injury by accident $1,000,000 each accident Bodily Injury by disease $1,000,000 policy limit Bodily Injury by disease $1,000,000 each employee

Coverage must include a Waiver of Subrogation endorsement.

Where applicable, U.S. Longshore and Harbor Workers Compensation Act Endorsement shall be attached to the policy.

2. Commercial Auto Coverage:

Auto Liability limits of $1,000,000 each accident, combined Bodily Injury and Property Damage Liability insurance. Certificate to reflect coverage for “Any Auto” or “All Owned, Scheduled, Hired and Non-Owned”.

If the Contract Documents require Contractor to remove and haul hazardous waste from the Project site, or if the Project involves such similar environmental exposure, pollution liability coverage equivalent to that provided under the ISO Pollution Liability-Broadened Coverage for Covered Autos Endorsement shall be provided, and the Motor Carrier Act Endorsement (MCS 90) shall be attached.

3. Commercial General Liability:

Each Occurrence Limit $1,000,000 Personal Injury/Advertising Injury Limit $1,000,000 Products/Completed Operations Aggregate Limit $1,000,000 General Aggregate Limit $2,000,000 (other than Products/Completed Operations)

Coverage must include a Waiver of Subrogation endorsement.

Both policy forms must include:

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

ii. 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 include Mountain Line as an Additional Insured for the entire 10-year period.

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

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

v. An endorsement including Mountain Line, each of the Partners, and any other party required to be included as an additional insured under the Contract Documents, except for Worker’s Compensation and professional liability, and any other parties in interest as Additional Insured(s) under the coverage specified under Comprehensive General Liability or Commercial General Liability. The endorsement shall be on ISO forms CG2010B 11/85 or CG2026 11/85, or equivalent. Additional Insured Endorsements on both ISO forms CG2010 10/01 and CG2037 10/01 are acceptable. ISO forms CG2010A or CG2010B 10/93 and/or 3/97, or their equivalent, ARE NOT ACCEPTABLE. Any form that does not grant additional insured status for both the ongoing operations and products/completed operations coverages

IS NOT ACCEPTABLE.

vi. An endorsement stating: “Such coverage as is afforded by this policy for the benefit of the additional insured(s) is primary and any other coverage maintained by such additional insured(s) shall be non-contributing with the coverage provided under this policy.”

vii. Coverage must be on an “Occurrence” form. “Claims Made” and “Modified Occurrence” forms are not acceptable.

viii. Coverage to include general aggregate limits on a “per project” basis.

4. Excess Liability:

Umbrella Liability to extend the above liability coverages and limits to reach a total combined limit of:

Each Occurrence $5,000,000 Aggregate $5,000,000

5. Errors & Omissions Liability (Applicable any design/engineering services are part of Work)

Per Occurrence $3,000,000 Aggregate $5,000,000

Any claims made retro-active data shall be clearly shown on the Certificate of Insurance and shall be effective prior to the commencement of any work

Coverage provided must have no exclusion for design-build projects. Designer must provide evidence of coverage for nine (9) years beyond completion of the Project in the form of a renewal insurance policy certificate and/or the purchase of an extended reporting period endorsement should the policy be cancelled or non-renewed

6. Pollution Legal Liability

Per Claim/Aggregate $1,000,000

(Applicable as to any pollutants or hazardous waste exposures as part of Work)

Contractor shall maintain insurance covering losses caused by pollution conditions (including mold) that arise from the Work.

7. Other Requirements

i. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to the additional insured(s) in the event of cancellation, non-renewal or material reduction in coverage.

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

iii. Certificates of Insurance with the required endorsements evidencing the required coverages must be delivered to Mountain Line prior to commencement of any Work. Failure of Mountain Line to demand such certificate or other evidence of full compliance with these insurance requirements or failure of Mountain Line to identify a deficiency from evidence that is provided shall not be construed as a waiver of Contractor’s obligation to maintain such insurance. Mountain Line 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 Mountain Line.

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

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

vi. In the event that rental of equipment is undertaken 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, theft, fire, vandalism and use by unauthorized persons.

vii. 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 shall include, but not be limited to, theft, fire, vandalism and use by unauthorized persons.

viii. Contractor shall maintain “all risk” property insurance, on a replacement cost basis, covering loss or damage to personal property (for which it has title and/or risk of loss) which is to become a final part of the Project, during any time such personal property is in transit and while stored or worked upon away from the Project site. Mountain Line shall be included as additional insured under such insurance.

B. Mountain Line and Contractor waive all rights against each other and against Mountain Line and the Partners for damages caused by fire or other perils covered by Contractor's Risk or any other property insurance, except such rights as they may have to the proceeds of such insurance. Such insurance may be subject to an amount deductible from the sums otherwise payable thereunder and the burden of such deduction shall be borne by the party receiving the direct benefit of such insurance.

C. 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, the Contractor shall comply with the more stringent provisions.

EXHIBIT C

GOVERNMENT PROVISIONS COMPLIANCE

EXHIBIT D

PROJECT SPECIFIC CONDITIONS