260053-CONTRACT PHASE I.PDF

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
CONSTRUCTION MANAGEMENT AT RISK
MARICOPA COUNTY, ARIZONA
MCSO Food Factory Refresh
PHASE I
PRE-CONSTRUCTION SERVICES
Office of Procurement Services
Serial # 260053-CMR
Contract # 260053-CMR
C-73-___________________________
Project # 1962-26-00597
Facilities Management, Maricopa County Arizona
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 1

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
CONSTRUCTION MANAGEMENT AT RISK
PROFESSIONAL SERVICES AGREEMENT
PHASE I
PRE-CONSTRUCTION SERVICES
_________________________________________________________________
BETWEEN MARICOPA COUNTY, ARIZONA, AND CONTRACTOR
FOR
PROFESSIONAL SERVICES
FOR THE
MCSO Food Factory Refresh AT 3150 West Lower Buckeye Road, Phoenix, AZ 85009
Whereas, Maricopa County, Arizona desires to construct MCSO Food Factory Refresh at 3150 West
Lower Buckeye Road, Phoenix, AZ 85009, and
Whereas, it is the best interests of the COUNTY to obtain professional construction management services
in order to insure quality timely and valued construction from a pre-approved professional Construction
Manager at Risk (CMR), and
Whereas, the COUNTY has competitively selected the Construction Manager at Risk in accordance in
following the procedures in Section 34-603, Arizona Revised Statutes and the Maricopa County
Procurement Code from several firms, and
Whereas the selected firm will provide professional construction management services for the MCSO Food
Factory Refresh project as directed by the Director of the Facilities Management Department.
This agreement made this 30th day of September, 2026.
By and between Maricopa County (hereinafter called the “Owner”) and Kitchell Contractors, Inc. of
Arizona (hereinafter called the “Contractor”) as a
Construction Management at Risk Firm
Phase I Pre-Construction Services
Witnesseth, that the Owner and the CMR for the considerations herein set forth, agree as follows:
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 2

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
TABLE OF CONTENTS PAGE #
PROFESSIONAL SERVICES AGREEMENT ..................................................................... 2
ARTICLE 1 - SCOPE OF WORK .................................................................................... 4
ARTICLE 2 - DEFINITIONS ........................................................................................... 4
ARTICLE 3 - TERM AND TIME OF PERFORMANCE ................................................. 6
ARTICLE 4 - COMPENSATION ..................................................................................... 7
ARTICLE 5 - CHANGES IN SCOPE OF SERVICES ...................................................... 8
ARTICLE 6 - INDEMNIFICATION ................................................................................ 8
ARTICLE 7 - TERMINATION OR SUSPENSION OF THE CONTRACT ....................... 8
ARTICLE 8 - MISCELLANEOUS ................................................................................. 10
EXHIBIT A - SCOPE OF SERVICES ............................................................................ 18
EXHIBIT B.................................................................................................................... 23
SMALL BUSINESS ENTERPRISE PROGRAM ................................................................... 23
Participation Reporting Form ................................................................................. 24
EXHIBIT C - ALTERNATIVE DISPUTE RESOLUTION ............................................. 25
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 3

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
ARTICLE 1 - SCOPE OF WORK
The CMR shall furnish professional Construction Management (CM) Services for the project described in Exhibit A
attached hereto, upon issuance of CMR’s Notice to Proceed by the Owner or Owner’s Designee.
The CMR shall furnish the following Services as specifically authorized by CMR Notice to Proceed issued by the
Owner or Owner’s Designee.
1.1 CMR hereby agrees to furnish all services included in this contract.
ARTICLE 2 - DEFINITIONS
2.1 ALLOWANCE: A predetermined amount of funds identified in the contract for a specific item(s) or
work where the exact scope and or cost cannot be reasonably determined or for specific items or
scope(s) agreed to by the Owner and CMR.
2.2 BOARD OF SUPERVISORS: The Maricopa County Board of Supervisors, its successors and assigns.
2.3 COUNTY OR OWNER: Maricopa County, Arizona, a political subdivision of the State of Arizona, which
is the party hereto for which this Contract is to be performed. In all respects hereunder, COUNTY
performance is pursuant to the COUNTY’s position as the Owner of a construction project. In the event
COUNTY exercises its regulatory authority as a governmental body, the exercises of such authority and the
enforcement of any rules, regulations, laws and ordinances shall be deemed to have occurred pursuant to the
COUNTY’s authority as a governmental body and shall not be attributable in any manner to COUNTY as a
party to this contract.
2.4 CHANGE ORDER: A written document ordering a change in the Contract Price or Contract Time or a
material change in the Work as determined by the PROJECT MANAGER.
2.5 CMR CONTINGENCY: By mutual agreement between the Owner and the CMR the GMP may include a
CMR Contingency in the amount stated in the GMP Summary. Subject to the terms of the Contract
Documents and with prior written notification (including an appropriate Change Order Request) to Owner,
CMR shall be entitled to allocate from and apply against the CMR Contingency increases in the cost of the
work that could not have been reasonably anticipated or for increases in General Condition costs. The Owner
may disallow such CMR Contingency use and deny reimbursement in the absence of prior notice or if the
Owner determines that the use was not consistent with the Contract Documents. CMR may not apply use or
allocate from the CMR Contingency any amounts for any of the foregoing purposes that are the result of a
material breach or material failure to perform by the CMR, any subcontractor or vendor (except as necessary
to replace any subcontractor or vendor because of the bankruptcy or failure of such party to perform), or any
party for which any of them are liable or responsible at law or under the Contract Documents, or for any non-
allowable costs of the work. The Owner reserves the right to issue a deductive Change Order at any point
during the Project, as agreed to by the CMR, deducting any or all remaining CMR Contingency from the
GMP. Upon Substantial Completion the Owner will issue a deductive Change Order for the remaining CMR
Contingency balance.
2.6 CONSULTANT: The individual, partnership, corporation, association, joint venture, or any combination
thereof, of properly registered professional architects and/or engineers, which has entered into an agreement
to provide professional services to the Owner.
2.7 CONTRACT DOCUMENTS: The Project Manual (including this Agreement and its Exhibits, attachments
and Forms), drawings and specifications, the Request For Qualifications and CONTRACTOR’s response
thereto (as negotiated and accepted by the COUNTY), any Addenda to the Project Manual, the record of the
contract award by the Maricopa County Board of Supervisors, the Contract, the Notice of Award, the
Notice(s) to Proceed, the Purchase Order and all agreed upon modifications issued after execution of the
Contract are the documents which are collectively referred to as the Contractor Documents.
2.8 CONTRACT PRICE: The amount established in the Contract as the Guaranteed Maximum Price (GMP), as
may be amended by Change Order.
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 4

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
2.9 CONTRACT: This agreement and its exhibits and attachments.
2.10 CMR (“Contractor” may be substituted for CMR): An individual, partnership, corporation,
association, joint venture, or any combination thereof, which has entered into the contract with the
OWNER for pre-construction services and/or construction of the Work. The Construction Manager
at Risk for this Project is Kitchell Contractors, Inc. of Arizona.
2.11 DESIGNEE: the person or entity named, nominated or selected for the purpose identified in that section of
this Contract.
2.12 DIRECTOR OF FACILITIES MANAGEMENT: The Director of this Department, of Maricopa County,
Arizona, having the authority and responsibility for management of the specific projects authorized under
this Agreement.
2.13 FIELD ORDER: A written order which directs minor changes in the work, but which does not involve a
change in the Contract Price or Contract Time.
2.14 FINAL COMPLETION: The date certified by the CONSULTANT and PROJECT MANAGER in the Final
Certificate of Payment in which all conditions and requirements of any permits and regulatory agencies have
been satisfied; and the documents (if any) required to be provided by CMR have been received by the
PROJECT MANAGER; and to the best of Consultant’s and PROJECT MANAGER’s information and belief
has been fully completed in accordance with the terms and conditions of the Contract Documents.
2.15 GENERAL CONDITION ITEMS: The provision of facilities or performance of work by the CMR for items,
which do not lend themselves readily to inclusion in one of the separate trade contracts. Payment for the
General Condition items will be at cost and included as part of the Guaranteed Maximum Price.
2.16 GUARANTEED MAXIMUM PRICE CONSTRUCTION CONTRACT: The method of construction
contracting whereby the CMR provides design phase consulting services (pre-construction services) and
management responsibility for the project (general conditions). The fee is a dollar amount negotiated for
profit, overhead and off-site general and administrative costs. All subcontracts are generally awarded by the
CMR based on competitive bids received in response to invitations to bid issued by the CMR. The total price
paid to the CMR is the Guaranteed Maximum Price (GMP), which includes ALL MARK-UP’S, including
but not limited to insurance, bonds, general conditions, overhead and profit.. This contract utilizes the
Guaranteed Maximum Price as the method of compensation.
2.17 CONSTRUCTION PROJECT MANAGER: An employee of Maricopa County, Arizona, assigned by the
Director of the Facilities Management Department to make observations of work performed by a CMR.
2.18 LUMP SUM COMPENSATION: The amount established in the Pre-Construction Services contract as the
amount to be paid to the contract for the services outlined in the contract, as may be amended by Change
Order.
2.19 MATERIALS: Materials incorporated in this Project, or used or consumed in the performance of the Work.
2.20 NOTICE TO PROCEED: One or more written notices to CMR authorizing the commencement of Work.
2.21 PLANS AND/OR DRAWINGS: The official graphic representations of this construction project which are
a part of the Contract Documents.
2.22 PRICING DOCUMENTS: The set of documents upon which the GMP contract is negotiated is comprised
of the following: (i) the Owner approved Contract Documents, (ii) the Estimated CMR’s Direct Construction
Cost (including unit prices, quantities and explanatory notes), (iii) the CMR’s General Condition Items, (iv)
schedules developed by the CMR and approved by the PROJECT MANAGER, and any other documents or
exhibits utilized to derive the GMP.
2.23 PROJECT: The construction, alteration or repair, and all service and incidents thereto, of the Maricopa
County, Arizona facility, as contemplated and budgeted by the Owner, including the work described in
Exhibit A herein.
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 5

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
2.24 PROJECT MANAGER: The ranking managerial employee of the agency of COUNTY government which
requested the Project, or that person’s designee, expressly designated as PROJECT MANAGER, in writing
by the DIRECTOR; who is the representative of the Owner, concerning the Contract Documents.
2.25 PROJECT MANUAL: The official documents setting forth information and requirements; contract forms,
bonds, and certificates; general and supplementary conditions of the Contract Documents; the specifications;
and the plans and drawings of the Project.
2.26 RESIDENT PROJECT REPRESENTATIVE: An authorized representative of CONSULTANT on the
Project.
2.27 SMALL BUSINESS ENTERPRISE (SBE): has the meanings set forth in Article 13.8 of the General
Conditions to the Construction Contract and Section 00810, Maricopa County Small Business Enterprise
Program Construction Contracting Requirements and as set forth in A.R.S. § 41-1001.
2.28 SUBCONTRACTOR: A person, firm or corporation having direct contact with CMR including one who
furnishes material worked to a special design according to the Project Manual for this work, but does not
include who merely furnishes material not so worked.
2.29 SUBSTANTIAL COMPLETION: That date on which, as certified in writing by Design Professional, the
Work, or a portion thereof designated by the PROJECT MANAGER in its sole discretion, is at a level of
completion in substantial compliance with the Contract Documents such that all conditions of permits and
regulatory agencies have been satisfied and the Owner or its designee can enjoy beneficial use or occupancy
and can use or operate it in all respects for its intended purpose. A Certificate of Final Inspection must be
issued for Substantial Completion to be achieved, however, the issuance of a Certificate of Occupancy or the
date thereof are not to be determinative of the achievement or date of Substantial Completion.
2.30 VALUE ENGINEERING: An organized approach to providing the necessary function or product which
provides equal or better performance at a lower cost.
2.31 WORK: The totality of the obligations, including construction and other services required by the Contract
Documents, whether completed or partially completed, including all labor, materials, equipment and service
provided or to be provided by CMR to fulfill the CMR’s obligations. The work may constitute the whole or
a part of the project.
2.32 WRITTEN NOTICE: Shall be deemed to have been duly served if delivered in person to the individual or to
a member of the firm or to an officer of the corporation for whom it is intended, if delivered at or sent by
registered mail or other traceable delivery service to the last known business address. Electronic, facsimile
(FAX) or other telephonic transmission shall not be considered as written notice.
ARTICLE 3 - TERM AND TIME OF PERFORMANCE
3.1 All duties, obligations, and responsibilities of CMR required by this Agreement shall be completed no later
than June 30, 2027. Time shall be deemed to be of the essence in performing the duties, obligations and
responsibilities required by this Agreement.
3.2 At or before the completion of this contract the CMR, following completion of cost estimating, value
engineering and other services set forth in Article 4 will submit to the COUNTY a written Guaranteed
Maximum Price (GMP) for the construction of this project. The CMR shall submit the GMP in a format
approved by the COUNTY. The COUNTY, by and through the Director, Deputy Director and/or Project
Manager, will have the opportunity to negotiate the amount of the GMP with the CMR. In the event the
COUNTY and CMR cannot come to agreement on a GMP within a reasonable timeframe, as determined by
the COUNTY, the COUNTY reserves the right to terminate this Contract for convenience and the CMR will
immediately submit all documents, in accordance with the applicable provisions of this agreement. The CMR
shall have no recourse from this termination and the COUNTY shall take such documents, as defined, in Section
8.1 herein, and commence negotiations with the second and third ranked firm, respectively. Conditions,
precedent to a Phase II contract, for this project are the satisfactory final completion of Phase I and an agreed
upon GMP. If a GMP is agreed to with the CMR, a separate agreement will be entered into between the parties.
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 6

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
ARTICLE 4 - COMPENSATION
4.1 Owner agrees to pay CMR, in the manner specified in Section 4.2, the total Lump Sum Compensation in the
amount of Seven Hundred One Thousand Eight Hundred Seventeen dollars ($701,817) for work actually
performed and completed pursuant to this Agreement, which amount shall be accepted by CMR as full
compensation for all such work. It is acknowledged and agreed by CMR that this amount is the maximum
payable and constitutes a limitation upon Owner’s obligation to compensate CMR for its services related to the
Scope of Services set forth in Exhibit A attached hereto and in this Agreement. This maximum amount,
however, does not constitute a limitation, of any sort, upon CMR’s obligation to perform all items of work
required by or which can be reasonably inferred from the Scope of Services. No amount shall be paid to CMR
to reimburse its expenses. In addition, no overhead, profit, or mark-up’s will be added or paid by the owner for
any services performed under this contract.
The Lump Sum Compensation for Phase I Pre-Construction Services in the amount of Seven Hundred One
Thousand Eight Hundred Seventeen dollars ($701,817) shall be paid out based upon the percentage
complete for each of the following Project Phases.
PROJECT PHASES
Scheduling
Constructability Review
Cost Estimating
Value Engineering
Guaranteed Maximum Price (GMP)
Prequalification of Subcontractors
4.1.1 It is understood that the method of compensation is that of Lump Sum which means that CMR shall
perform all services set forth in Exhibit A, and in this Agreement, for the total compensation in the
Lump Sum amount. This Lump Sum amount is considered, by all parties to the contract, to include
all CMR reimbursable expenses. Absent a Change Order specifically indicating otherwise, no
amount greater than the Lump Sum Compensation will be paid to reimburse the CMR for any other
expenses (reimbursable or otherwise).
4.2 METHOD OF BILLING AND PAYMENT
4.2.1 CMR may submit invoices for compensation no more often than on a monthly basis. Invoices shall
be based upon the percentage complete for each Project Phase. Invoices shall be submitted
electronically to Business Services at fmd-accountspayable@mail.maricopa.gov.
4.2.2 COUNTY shall pay CMR within thirty (30) calendar days of receipt of CMR’s proper statement.
To be deemed proper, all invoices must comply with the requirements set forth in this Agreement
and must be submitted on the form and pursuant to instructions prescribed by PROJECT
MANAGER. Payment may be withheld for failure of CMR to comply with a term, condition, or
requirement of this Agreement.
4.3 Notwithstanding any provision of this Agreement to the contrary, COUNTY may withhold, in whole or in part,
payment to the extent necessary to protect itself from loss on account of inadequate or defective work which
has not been remedied, or resolved in a manner satisfactory to the PROJECT MANAGER, and/or due to CMR’s
failure to comply with Section 8.1 herein. The amount withheld shall not be subject to payment of interest by
COUNTY.
4.4 Payment shall be made to CMR at the address registered for CMR with Maricopa County’s Office of
Procurement Services/Finance Departments at their on-line registration:
http://www.maricopa.gov/finance/vendors.aspx
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 7

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
ARTICLE 5 - CHANGES IN SCOPE OF SERVICES
5.1 Any change to the Scope of Services must be accomplished by a written amendment, executed by the parties
in accordance with Article 8 herein.
ARTICLE 6 - INDEMNIFICATION
6.1 CMR’s Duty to Indemnify and Defend. To the fullest extent permitted by law, the CMR shall defend,
indemnify and hold harmless the OWNER, its agents, representatives, officers, directors, officials, and
employees from and against all claims, damages losses, and expenses, including but not limited to attorney
fees, court costs, expert witness fees, and the cost of appellate proceedings, relating to, arising out of, or alleged
to have resulted from the negligent, reckless, or intentionally wrongful acts, errors, omissions or mistakes of
the CMR, its agents, representatives, employees, or subcontractors relating to the performance of this Contract.
CMR’s duty to defend, indemnify and hold harmless the OWNER, its agents, representatives, officers,
directors, officials, and employees shall arise in connection with any claim, damage loss or expense that is
attributable to bodily injury, sickness, disease, death or injury to, impairment, or destruction of property,
including loss of use resulting therefrom, caused by the referenced acts, errors, omissions or mistakes in the
performance of this Contract, including those made by any person for whose acts, errors, omissions or mistakes,
the CMR may be legally liable.
ARTICLE 7 - TERMINATION OR SUSPENSION OF THE CONTRACT
7.1 TERMINATION BY THE OWNER FOR CAUSE
7.1.1 Criteria for Termination for Cause. The Owner may terminate the Contract if the CMR:
7.1.1.1 Persistently or repeatedly refuses or fails to supply enough properly skilled Workers or
proper materials;
7.1.1.2 Persistently disregards laws, ordinances, or rules, regulations or orders of a public authority
having jurisdiction;
7.1.1.3 Material breaches of any provision of the Contract;
7.1.1.4 Fails to furnish the Owner with assurances satisfactory to the Owner evidencing the CMR’s
ability to complete the Work in compliance with all the requirements of the Contract; or
7.1.1.5 Fails after commencement of the Work to proceed diligently and continuously with the
construction and completion of the Work for more than seven (7) days, except as permitted
under the Contract.
7.1.1.6 Persistently or repeatedly refuses or fails to carry out the Safety provisions as required by
Contract.
7.1.1.7 Fails to make payment to Subcontractors for materials or labor in accordance with the
respective agreements between the CMR and the Subcontractors;
7.1.2 Effect of Termination for Cause. When any of the above conditions exist, the Owner, after
consultation with the Owner’s Agent, and upon certification by the A/E that sufficient cause exists to
justify such action, may without prejudice to any other rights or remedies of the Owner and after giving
the CMR and the CMR’s Surety, if any, three (3) days' written notice, terminate the Contract and may,
subject to any prior rights of the Surety:
7.1.2.1 Take possession of the Site and all materials, equipment, tools, and construction equipment
machinery thereon owned by the CMR ;
7.1.2.2 Accept assignment of subcontracts pursuant to the terms of this contract and A.R.S.; and
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 8

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
7.1.3 Finish the Work by whatever reasonable method the Owner may deem expedient. CMR Right to
Receive Payment. When the Owner terminates the Contract for one of the reasons stated in Article
7.1.1, the CMR shall not be entitled to receive further payment until the Work is finished.
7.1.4 Costs for Finishing Work. If the unpaid balance of the Contract Sum exceeds costs of finishing the
Work, including compensation for the Owner's and A/E's services and expenses made necessary
thereby, such excess shall be paid to the CMR. If such costs exceed the unpaid balance, the CMR
shall pay the difference to the Owner. The amount to be paid to the CMR or Owner, as the case may
be, shall, upon application, be certified by the A/E after consultation with the Owner, and this
obligation for payment shall survive termination of the Contract.
7.2 SUSPENSION BY THE OWNER FOR CONVENIENCE
7.2.1 Owner's Right. The Owner may, without cause, order the CMR in writing to suspend, delay or
interrupt the Work in whole or in part for such period of time as the Owner may determine.
7.2.2 Adjustment in Contract Sum. An adjustment shall be made for increases in the cost of performance
of the Contract, including profit on the increased cost of performance, caused by suspension, delay or
interruption. No adjustment shall be made to the extent:
7.2.2.1 That performance is, was or would have been so suspended, delayed or interrupted by
another cause for which the CMR is responsible; or
7.2.2.2 That an equitable adjustment is made or denied under another provision of this Contract.
7.2.3 Method for Adjustment in Contract Sum. Adjustments made in the cost of performance may have a
mutually agreed fixed or percentage fee.
7.3 OWNER'S TERMINATION FOR CONVENIENCE
7.3.1 Effect of Termination for Convenience. The Owner reserves the right to terminate the Contract for
convenience and without cause even if the CMR has not failed to perform any part of the Contract.
Termination of the Work hereunder shall be effected by written notice to the CMR. Upon receipt of
such notice, the CMR shall, unless the notice otherwise directs:
7.3.1.1 Immediately discontinue the Work and the placing of all orders and subcontracts in
connection with this Contract;
7.3.1.2 Immediately cancel all of the existing orders and subcontracts made hereunder;
7.3.1.3 Immediately transfer to the Owner all materials, supplies, Work in progress, appliances,
facilities, machinery and tools acquired by the CMR in connection with the performance
of the Contract, and take such action as may be necessary or as the Owner may direct for
protection and preservation of the Work relating to this Contract; and
7.3.1.4 Deliver all plans, Drawings, Specifications and other necessary information to the Owner.
7.3.2 CMR’s Exclusive Remedy. If the Owner terminates the Contract for convenience, the following shall
be the CMR’s exclusive remedy:
7.3.2.1 Reimbursement of all actual expenditures and costs approved by the Owner as having been
made or incurred in performing the Work;
7.3.2.2 Reimbursement of expenditures made and costs incurred with the Owner's prior written
approval in settling or discharging outstanding commitments entered into by the CMR in
performing the Contract; and
7.3.2.3 Payment of profit, in so far as profit is realized hereunder, of an amount equal to the
estimated profit on the entire Contract at the time of termination multiplied by the
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 9

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
percentage of completion of the Work. In no event shall the CMR be entitled to anticipated
fees or profits on Work not required to be performed.
7.3.3 Warranties, Guarantees and Indemnities to Remain in Effect. All obligations of the CMR under the
Contract with respect to completion of the Work, including but not limited to all warranties, guarantees
and indemnities, shall apply to all Work completed or substantially completed by the CMR prior to a
convenience termination by the Owner. Notwithstanding the above, any convenience termination by
the Owner or payments to the CMR shall be without prejudice to any claims or legal remedies that the
Owner may have against the CMR for any cause.
7.3.4 Conversion of Termination for Cause to Termination for Convenience. Upon a determination that a
termination of this Contract other than a termination for convenience under this Article was wrongful
or improper for any reason, such termination shall automatically be deemed converted to a
convenience termination under this Article 7, and the CMR’s remedy for such wrongful termination
shall be limited to the recoveries specified under Article 7.3.2.
7.3.5 Remedy Limited to Damages. In the event that the CMR is terminated, whether for cause or
convenience, the CMR’s sole remedy shall be for damages. In no event shall the CMR be entitled to
reinstatement or other equitable relief from a court or through alternative dispute resolution as
provided in the Phase II Construction Services Contract.
7.3.6 Notice that Contract is Subject to Termination Provisions of A.R.S. § 38-511. The parties
acknowledge, and as required by law, notice is hereby given that this Contract is subject to A.R.S. §
38-511.
ARTICLE 8 - MISCELLANEOUS
8.1 OWNERSHIP OF DOCUMENTS
Any and all reports, photographs, surveys, and other data and documents provided or created in connection with
this Agreement are and shall remain the property of COUNTY. In the event of termination of this Agreement,
any reports, photographs, surveys, estimates, schedules, drawings, and other data and documents prepared by
CMR, whether finished or unfinished, shall become the property of COUNTY and shall be delivered by CMR to
the PROJECT MANAGER within seven (7) days of termination of this Agreement by either party. Any
compensation due to CMR shall be withheld until all documents are received as provided herein. This shall apply
to all documents produced in any phase of the work, regardless of whether a subsequent phase is undertaken with
CMR.
8.2 AUDIT RIGHT AND RETENTION OF RECORDS
COUNTY shall have the right to audit the books, records and accounts of CMR that are related to this Project.
CMR shall keep such books, records, and accounts as may be necessary in order to record complete and correct
entries related to the Project.
CMR shall preserve and make available, at reasonable times for examination and audit by COUNTY, all financial
records, supporting documents, statistical records and any other documents pertinent to this Agreement for the
required retention period of 9 years. If any audit has been initiated and audit findings have not been resolved at
the end of the retention period or three (3) years, whichever is longer, the books, records and accounts shall be
retained until resolution of the audit findings. Any incomplete or incorrect entry in such books, records, and
accounts shall be a basis for COUNTY’s disallowance and recovery of any payment upon such entry.
8.3 NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH
DISABILITIES; SMALL BUSINESS ENTERPRISE POLICY
8.3.1 This Contract is made in accordance with and subject to the provision of all applicable laws, statutes,
ordinances, rules, regulations, executive orders and codes. To the extent required by applicable law,
each party hereto shall comply and require its Subcontractors and suppliers to comply with all then
applicable federal, state of Arizona and local nondiscrimination laws, rules, regulations, ordinances
and executive orders, including, without limitation, the Civil Rights Act of 1964, the Age
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 10

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
Discrimination in Employment Act and the Americans with Disabilities Act, as they may be amended,
modified, codified, supplemented or repealed from time to time.
8.3.2 It is Maricopa County’s policy to provide Small Business Enterprises (SBE) with the opportunity to
participate in the County’s solicitation process and to be considered to fulfill the requirements for
various commodities and services. This contract has no requirement for utilization of SBE’s; however,
it does require that utilization of SBE firms by CMR be reported for tracking by the County. A full
description of the County’s SBE program and the contractual requirements are attached hereto and
incorporated herein by reference in Exhibit B.
8.3.3 CMR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09
including flow down of all provisions and requirements to any subcontractors. Executive Order
2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and
downloaded at the Governor of the State of Arizona’s website
https://apps.azsos.gov/public_services/register/2009/46/governor.pdf which is hereby incorporated
into this contract as if set forth in full herein. During the performance of this contract, CMR shall not
discriminate against any employee, client or any or any other individual in any way because of that
person’s age, race, creed, color, religion, sex, disability or national origin.
8.4 INDEPENDENT CONTRACTOR
CMR is an independent contractor under this Agreement. Services provided by CMR pursuant to this Agreement
shall be subject to the supervision of CMR. In providing such services, neither CMR nor its agents shall act as
officers, employees, or agents of the COUNTY. This Agreement shall not constitute or make the parties a
partnership or joint venture. The COUNTY is not responsible for any debt, default, act or omission of the CMR.
8.5 THIRD PARTY BENEFICIARIES
Neither CMR nor COUNTY intends to directly or substantially benefit a third party by this Agreement. Therefore,
the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be
entitled to assert a claim against either of them based upon this Agreement. The parties expressly acknowledge
that it is not their intent to create any rights or obligations in any third person or entity under this Agreement.
8.6 NOTICES
Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United
States mail, postage prepaid, return receipt requested, or by hand-delivery with a request for a written receipt of
acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place
for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this
section. For the present, the parties designate the following:
Charles Jones, Director
Facilities Management
Maricopa County
401 W. Jefferson Street
Phoenix, AZ 85003
FOR CMR:
Aron Kirch, Vice President of Operations
Kitchell Contractors, Inc. of Arizona
2231 E. Camelback Road, Suite 400
Phoenix, AZ 85016
8.7 ASSIGNMENT AND PERFORMANCE
Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered by either party. In
addition, CMR shall not subcontract any portion of the work required of it by this Agreement without written
consent of the PROJECT MANAGER.
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 11

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
CMR represents that all persons delivering the services required by this Agreement have the knowledge and skills,
either by training, experience, education, or a combination thereof, to adequately and competently perform the
duties, obligations, and services set forth in the Scope of Services and to provide and perform such services to
COUNTY’s satisfaction for the agreed compensation. CMR shall perform its duties, obligations, and services
under this Agreement in a skillful and respectable manner. The CMR shall exercise the CMR’s skill and judgment
in furthering the interests of the Owner to furnish efficient construction administration, management services, and
supervision; and to perform the Work in an expeditious and economical manner consistent with the COUNTY’s
interests and in accordance with the requirements of the Contract Documents
8.8 CONFLICTS
Neither CMR nor its employees shall have or hold any continuing or frequently recurring employment or
contractual relationship that is substantially antagonistic or incompatible with CMR’s loyal and conscientious
exercise of judgment related to its performance under this Agreement.
CMR agrees that none of its officers or employees shall, during the term of this Agreement, serve as an expert
witness against COUNTY in any legal or administrative proceeding in which he or she is not a party, unless
compelled by court process. Further, CMR agrees that such persons shall not give sworn testimony or issue a
report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of
COUNTY in connection with any such pending or threatened legal or administrative proceeding. The limitations
of this section shall not preclude CMR or any other persons from representing themselves in any action or in any
administrative or legal proceeding. In the event CMR is permitted to utilize subcontractors to perform any services
required by this Agreement, CMR agrees to prohibit such subcontractors, by written contract, from having any
conflicts within the meaning of this section.
8.9 CONTINGENCY FEE
CMR warrants that it has not employed or retained any company or person, other than a bona fide employee
working solely for CMR, to solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for CMR, any fee,
commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of
this agreement. For a breach or violation of this provision, COUNTY shall have the right to terminate this
Agreement without liability at its discretion, or to deduct from the Agreement price or otherwise recover the full
amount of such fee, commission, percentage, gift or consideration.
8.10 MATERIALITY AND WAIVER OF BREACH
COUNTY AND CMR agree that each requirement, duty, and obligation set forth herein is substantial and
important to the formation of this Agreement and, therefore, is a material term hereof.
COUNTY failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or
modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deem a
waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement.
8.11 COMPLIANCE WITH LAWS
CMR shall comply with all federal state, and local laws, codes, ordinances, rules, and regulations in performing
its duties, responsibilities, and obligations pursuant to this Agreement.
8.12 SEVERANCE
In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining
provisions shall continue to be effective unless COUNTY or CMR elects to terminate this Agreement. An election
to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by
the court becomes final.
8.13 JOINT PREPARATION
The parties acknowledge that they have sought and received whatever competent advice and counsel as was
necessary for them to form a full and complete understanding of all rights and obligations herein and that the
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 12

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent
and the resulting document shall not, solely as a matter of judicial construction, be construed more severely
against one of the parties than the other.
8.14 PRIORITY OF PROVISIONS
If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit
attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by
reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement,
or provision contained in this Agreement shall prevail and be given effect.
8.15 APPLICABLE LAW AND VENUE
This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of
Arizona. Venue for litigation or any proceedings concerning this Agreement shall be in Maricopa County,
Arizona.
8.16 AMENDMENTS
No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless
contained in a written document prepared with the same or similar formality as this Agreement and executed by
the COUNTY and CMR.
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office
of Procurement Services shall be responsible for approving all amendments for Maricopa County
8.17 PRIOR AGREEMENTS
This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and
understandings applicable to the matters contained herein and the parties agree that there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not contained in this
document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any
prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment
or alteration in the terms or conditions contained herein shall be effective unless set forth in writing in accordance
with Section 8.16 above.
8.18 DRUG-FREE WORKPLACE
It is a requirement of COUNTY that it enter into contracts only with firms that certify the establishment of a drug
free work place. Execution of this Agreement by CMR shall serve, as CMR’s required certification that it either
has or that it will establish a drug free work place.
8.19 INCORPORATION BY REFERENCE
The truth and accuracy of each “Whereas” clause set forth herein is acknowledged by the parties. The attached
Exhibits are incorporated into and made a part of this Agreement.
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 13

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
8.20 LEGAL WORKER REQUIREMENTS
As required by Arizona Revised Statutes §41-4401, the County is prohibited after September 30, 2008 from
awarding a contract to any service or construction contractor who fails, or whose subcontractors fail, to comply
with Arizona Revised Statutes § 23-214-A. The CMR warrants that it complies fully with all federal immigration
laws and regulations that relate to its employees, that it shall verify, through the employment verification pilot
program as jointly administered by the U.S. Department of Homeland Security and the Social Security
Administration or any of its successor programs, the employment eligibility of each employee hired after
December 31, 2007, and that it shall require its subcontractors and sub-subcontractors to provide the same
warranties to the CMR. The CMR acknowledges that a breach of this warranty by CMR or by any subcontractor
or sub-subcontractor under this Contract shall be deemed a material breach of this Contract, and is grounds for
penalties, including termination of this Contract, by Maricopa County. Maricopa County retains the right to
inspect the records of any CMR, subcontractor and sub-subcontractor employee who performs work under this
Contract, and to conduct random verification of the employment records of the Contractor and any subcontractor
and sub-subcontractor who works on this Contract, to ensure that the CMR and each subcontractor and sub-
subcontractor is complying with the warranties set forth above. CMR shall be responsible for all costs associated
with compliance with this requirement.
8.21 UNIFORM ADMINISTRATIVE REQUIREMENTS
When applicable and by entering into this Contract the Contractor agrees to comply with all applicable provisions
of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST
PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200
et seq.
8.22 FORCED LABOR
By submitting a bid for this solicitation and/or entering into a contract as a result of this solicitation, contractor
agrees to comply with all applicable portions of Arizona Revised Statutes Section 35-394. Contracting;
procurement; prohibition; written certification; remedy; termination; exception; definitions.
Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use:
The forced labor of ethnic Uyghurs in the People’s Republic of China.
Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.
Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the
forced labor of ethnic Uyghurs in the People’s Republic of China.
If contractor becomes aware during the term of the agreement that contractor is not in compliance with this
paragraph, the contractor shall notify the County within five business days after becoming aware of the
noncompliance. If the contractor fails to provide a written certification to the County that the contractor has
remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement
terminates, except that if the agreement termination date occurs before the end the 180 day period, the agreement
terminates on the agreement termination date.
8.23 WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01
If vendor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of
$100,000 or more, vendor certifies it is not currently engaged in, and agrees for the duration of this agreement
to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott
prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 14

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
8.24 COMPLIANCE WITH WEB CONTENT ACCESSIBILITY GUIDELINES (WCAG)
Contractor agrees and warrants that all of its web content services and products and all of its mobile apps
services and products, covered under this contract, and in all languages provided, comply with Level A and
Level AA success criteria and conformance requirements specified in the Web Content Accessibility
Guidelines (WCAG) 2.1(AA) or will be modified to be compliant prior to delivery or installation to County.
Contractor further agrees and warrants that all web content services and products and all mobile apps services
and products, in all languages provided, shall remain in full compliance with the above WCAG success
criteria and conformance requirements during the term of the contract. Contractor agrees to immediately
notify County in the event it becomes aware that any web content services and products or any mobile apps
services and products provided under this Contract become non-compliant with the above WCAG success
criteria and conformance requirements, if applicable. In such an event, Contractor agrees it will work to
remediate any identified compliance deficiencies and will notify County concerning the estimated
remediation completion date. Upon request, Contractor shall provide County with documentation, including
but not limited to a third-party assessment certificate, substantiating compliance of the services or products
with the above WCAG success criteria and conformance requirements and any other applicable governmental
regulations regarding accessibility. Non-compliance with the above WCAG success criteria and
conformance requirements will be deemed a material breach of the contract and the County may immediately
terminate the contract or impose other legal remedies at the County’s discretion, including suspension of
services and/or products. The County reserves the right to audit Contractor’s compliance with the above
WCAG success criteria and conformance requirements. The Contractor will indemnify, defend, and hold
harmless the County against any third-party claims arising from the Contractor’s non-compliance with the
above WCAG success criteria and conformance requirements.
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 15

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first
above written, each of which shall, without proof or accounting for the other counterparts, be deemed an
original contract.
260053-CMR
MCSO Food Factory Refresh
9/3/2026
___________________________________ ____________________________________
Principal (Signature) Date
Aron Kirch________________ 86-0542011_____________________
Printed Name Federal Tax Identification Number
Vice President of Operations______________
ROC 067969
Title Arizona Contractor’s License Number
909-24
Vendor Terms NIGP Commodity Code (Advantage)
COUNTY OF MARICOPA, ARIZONA
RECOMMENDED BY: ACCEPTED AND APPROVED:
______________________________________ _____________________________________
Department Head Date Chair, Board of Supervisors Date
ATTEST:
_n/a_____________________________________ _____________________________________
Kevin Tyne, Date Clerk of the Board Date
Chief Procurement Officer
LEGAL REVIEW
Approved as to form and within the powers and
authority granted under the laws of the State of
Arizona to Maricopa County.
By: _________________________________
Deputy County Attorney
Date: _________________________________
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 16

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
LIST OF EXHIBITS AND FORMS
EXHIBITS: A. SCOPE OF SERVICES
B SMALL BUSINESS ENTERPRISE PROGRAM
C ALTERNATIVE DISPUTE RESOLUTION
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 17

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
EXHIBIT A - SCOPE OF SERVICES
The scope of work defining preconstruction services to be provided by the Construction Manager at Risk (CMR) for this
project, are as follows:
I. SCHEDULING
(A) The CMR shall develop an Overall Construction Project Schedule, utilizing Critical Path Method
(CPM) logic sequencing, reflecting the design (remaining portion thereof) and construction of the
overall project.
(B) The CMR shall utilize the completed Construction Project Schedule, to develop a Project Control
Schedule, which shall be presented in a bar graph format. The purpose of the Project Control Schedule
is to summarize the information contained in the CPM schedule in order to provide the project team
with a management tool and an overall project visual aid to easily determine the schedule and status
of the total project and shall be provided to the County in Primavera P6 software. The information
derived from these two schedules are to become part of the CMR’s management plan developed by
the CMR.
(C) CMR shall periodically update on a monthly basis both the Construction Project Schedule and the
Project Control Schedule throughout the term of the preconstruction and construction phases of the
project as part of the CMR’s management activity.
II. CONSTRUCTABILITY REVIEW
(A) The CMR shall review and evaluate Design Development documents for clarity, consistency,
completeness, and ease of construction in order to achieve the overall objective of the project.
(B) CMR’s review of the design documents shall include the following activities:
1. Preparing a Master Checklist to be used as a guide for reviewing each technical discipline.
2. Conducting reviews by preparing a “mark-up” set of documents and a list of comments
corresponding to the “mark-up.”
3. Preparing and presenting a written report of constructability problems and concerns,
including:
(a) recommendations
(b) checklist and comments
At least at each of the following stages:
(a) programming
(b) schematic design
(c) design development
(d) construction documents
4. Attending workshop meetings with the Consultant and the PROJECT MANAGER to review
proposed changes and recommending the changes, which are to be implemented for the
project.
5. Verifying and conducting final review of changes to the construction Documents.
III. COST ESTIMATING
(A) The CMR shall be responsible for preparing multiple Construction Cost Estimates. The milestones at
which each estimate will be performed will be identified by the County PROJECT MANAGER prior
to the development of the Lump Sum Compensation amount. The requirements of each of the estimates
are as follows:
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 18

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
1. Programming Construction Cost Estimate: Based on the information prepared at the
completion of the Programming phase and shall estimate the cost of the major elements and
subcomponents of the project. The purpose of this Construction Cost Estimate is to verify
the owner’s ability to complete the project within the established construction budget. The
cost information derived from this estimate shall directly relate to the CMR’s
recommendations in the Constructability and Value Engineers Report relative to ways to
reduce and/or control costs.
2. Schematic Design Construction Cost Estimate: Based on the information prepared at the
completion of the Schematic Design phase and shall estimate the cost of the major elements
and subcomponents of the project. The purpose of this Construction Cost Estimate is to verify
the owner’s ability to complete the project within the established construction budget. The
cost information derived from this estimate shall directly relate to the CMR’s
recommendations in the Constructability and Value Engineers Report relative to ways to
reduce and/or control costs.
3. Design Development Construction Cost Estimate(s): Based on Design Development
documents and shall estimate the cost of the major elements and subcomponents of the
project. Generally performed utilizing the 50% Design Development and 100% Design
Development design documents, the purpose of these Construction Cost Estimates is to verify
the owner’s ability to complete the project within the established construction budget. The
cost information derived from this estimate shall directly relate to the CMR’s
recommendations in the Constructability and Value Engineers Report relative to ways to
reduce and/or control costs.
4. Construction Document Construction Cost Estimate(s): Based on Construction
Documents and shall estimate the cost of the major elements and subcomponents of the
project. Generally performed utilizing the 50% Construction Documents, the purpose of these
Construction Cost Estimates is to verify the owner’s ability to complete the project within
the established construction budget. The cost information derived from this estimate shall
directly relate to the CMR’s recommendations in the Constructability and Value Engineers
Report relative to ways to reduce and/or control costs.
The final Construction Cost Estimate shall be based on one hundred percent (100%) complete
construction documents and shall be “permit ready” with sufficient detail to permit issuance
of a building permit and to obtain all required approval of all governmental authorities having
jurisdiction over the project. This Construction Cost Estimate shall be used as the basis for
negotiating the Guaranteed Maximum Price (GMP) for the project and the basis for
monitoring status of the project throughout the construction phase, unless the owner agrees
to establishing a GMP utilizing an earlier version of the design documents.
5. Additional Construction Cost Estimates may need to be developed during the pre-
construction phase of the project and will be identified by the County PROJECT MANAGER
prior to development of the Lump Sum Compensation amount.
6. The CMR is required to participate in a reconciliation process with the Owner, Design
Professional, and 3rd party independent estimator. CMR shall perform all of their estimates
independent of the 3rd party estimate and provide updated estimates to the Owner following
the reconciliation of the CMR’s and 3rd party independent estimator’s estimates.
IV. VALUE ENGINEERING
As a result of the CMR’S Constructability Review or Construction Cost Estimate and in order to reduce or
control costs, the CMR and Project Team shall work together to analyze the building’s structural, architectural,
mechanical, electrical and plumbing systems and elements, and make cost/performance recommendations for
the Owner’s consideration. The CMR shall prepare the team’s recommendations in the form of a written report
to be presented to the Owner.
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 19

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
V. GUARANTEED MAXIMUM PRICE (GMP)
Utilizing the information arrived at by formulating a schedule and cost estimates along with the results achieved
by performing a constructability review and Value Engineering, the CMR shall determine a (GMP). Based
upon the definition as set forth in Section 2.15 of this agreement:
(A) The CMR shall present the GMP in writing to the owner.
(B) The final GMP shall include all pricing documents as set forth in Section 2.21 of this agreement.
The final GMP shall include a letter of assumptions and clarifications used by the CMR to develop
the GMP.
CONTRACTUAL RELATIONSHIP
Nothing contained in the Contract shall create any contractual relationship between the Owner or A/E and any
Subcontractor.
AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK
(1) Award. There are two ways to select subcontractors and major suppliers (hereafter referred to as
Subcontractors) prior to submission of a GMP. They are qualifications-based selection and
competitive bidding.
(2) Selection by qualifications only. The Owner may approve the selection of a Subcontractor (s) based
only on their qualifications when the Owner agrees that it is in the best interest of the Project.
(3) Qualification based. Selection of a Subcontractor (s) should only occur prior to the submittal of the
GMP Proposal.
(4) If the CMR wishes to replace any Subcontractor or Vendor after GMP Proposal is received by the
Owner. The CMR must receive approval from the Owner in writing.
(5) Approval. The CMR must receive Owner approval of the selected Subcontractor (s).
(6) Costs. The CMR will bid costs for services/supplies from each Subcontractor selected under this
method.
(7) Selection by competitive Bid and qualifications. All Work shall be competitively bid unless a
Subcontractor was selected based on qualifications and approved by the Owner..
(8) Subcontractor Interest. The CMR will develop Subcontractor interest, submit the names of a minimum
of three qualified Subcontractors for each trade in the Project for approval by the Owner and solicit
bids various work categories.
(9) Objections. If the Owner objects to any Subcontractors or to any self-performed work for good reason,
the CMR will nominate a substitute Subcontractor.
(10) Pre-GMP Conference. The CMR will conduct a pre-GMP conference with the prospective
Subcontractors and the Owner will attend this meeting at their discretion.
(11) Self-performed Work. If the CMR desires to self-perform certain portions of the Work, it will request
to be one of the approved Subcontractors bidders for that specific disciple.. The CMR and
subcontractor’s sealed bids shall be submitted to the Owner for opening. The CMR bid must be
received by the Owner two (2) business days prior to the sealed subcontractor bid due date.
(12) Evaluate GMPs. The CMR shall receive, open, record, and evaluate the bids for each disciple. The
apparent low bidders will be interviewed to determine the responsiveness of their proposals. In
evaluating the responsiveness of the bid proposals. In addition to the subcontractor bids the CMR may
consider the following factors: past performance on similar projects, qualifications and experience of
personnel assigned, quality management plan, approach or understanding of the work to be performed,
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 20

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
and performance schedule to complete the Work. The final evaluation of subcontractor bids will be
completed by the Owner through the CMR’s list of recommended subcontractors. The CMR will
resolve any Subcontractor bid withdrawal, protest or disqualification in connection with the award at
no increase in the GMP.
(13) List of Subcontractors. Within 10 days after Subcontractor bid opening, the CMR will prepare a list
of recommended Subcontractors for each category of Work, for the Owner’s review and approval.
The list will detail:
(a) For each sub-agreement, the amount of the Subcontractor bid and the corresponding
Subcontractor.
The sum of Subcontractor bid received for all intended sub-agreements.
(b) The Arizona Contractors License number of each Subcontractor shall be provided. Upon
request by the Owner, the CMR shall promptly provide an experience statement or other
requested information providing evidence of the Subcontractors' qualifications for the Work
and experience with similar projects.
(14) Owner Objections. If, after receipt of Sub-bids or after award of Subcontractors, the Owner objects
to any nominated Subcontractor or to any self-performed Work for good reason, the CMR will
nominate a substitute Subcontractor or Supplier from those who submitted bids for the Work affected.
Once such substitute Subcontractors and Suppliers are consented to by the Owner, the CMR’s
proposed GMP for the Work or portion thereof will be correspondingly adjusted to reflect any higher
or lower costs from any such substitution.
(15) Pre-Construction Conference. Promptly after issuance of the Notice to Proceed, the Owner will
conduct a pre-award conference with the CMR and other team members.
SUBCONTRACTUAL RELATIONS
(1) Subcontractors Subject to Contract. By an appropriate written Agreement, the CMR shall require each
Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the
CMR by the terms of the Contract, and to assume toward the CMR all the obligations and
responsibilities which the CMR assumes toward the Owner, except with respect to the ADR provisions
of this Contract. The CMR shall require its Subcontractors to enter into similar agreements with their
Subcontractors, except with respect to the ADR provisions of this Contract. The CMR shall make
available to each proposed Subcontractor, prior to the execution of the subcontract, copies of this
Contract to which the Subcontractor will be bound, except with respect to the ADR provisions of this
Contract. Each Subcontractor shall similarly make copies of this Contract available to their
Subcontractors.
(2) Terms to be Included in Subcontracts. All Work performed for the CMR by a Subcontractor shall be
pursuant to a written agreement between the CMR and the Subcontractor. The CMR will insure that
each such subcontract contains provisions requiring:
(3) That the Work be performed and guaranteed in accordance with the requirements of this Contract.
(4) Submission to the CMR of Applications for Payment under each subcontract, and reasonable time to
enable the CMR to apply for payment in accordance with Article 4:
(a) That the Subcontractor pay sub-Subcontractors in accordance with A.R.S. § 34-221;
(b) That the Subcontractor consents to an assignment of the subcontract from the CMR to the
Owner in the event of termination of the CMR by the Owner.
(c) That the Subcontractor complies with all safety requirements.
CONTINGENT ASSIGNMENT OF SUBCONTRACT
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 21

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
(1) Each subcontract for a portion of the Work is hereby assigned by the CMR to the Owner provided
that:
(a) Assignment is effective only after termination of the Contract by the Owner for cause
pursuant to this Contract and only for those subcontracts which the Owner accepts by
notifying the Subcontractor in writing; and
(2) The CMR shall work in coordination with the COUNTY to verify and ensure the eligibility of potential
SBE participants for the SBE program and counting the participation of those SBE participants
towards the assigned SBE reporting requirement for the construction project.
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 22

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
EXHIBIT B
MARICOPA COUNTY
SMALL BUSINESS ENTERPRISE PROGRAM
CMR CONTRACTING REQUIREMENTS
PART 1 PURPOSE
1.1 It is Maricopa County’s policy to provide Small Business Enterprises (SBE) with the opportunity to
participate in the County’s solicitation process and to be considered to fulfill the requirements for
various commodities and services. This contract has no requirement for utilization of SBEs, however
it does require that utilization of SBE firms by CMR be reported for tracking by the County.
PART 2 REPORTING APPLICABLE TO USE OF SBEs.
2.1 SBE CMR: An SBE CMR may indicate the SBE participation for that portion of the contract that they
themselves perform, plus those portions subcontracted to other SBE firms.
2.2 SBE Subcontractor: The SBE amount will be based on that portion (dollar value) of the contract that
the SBE Subcontractor performs.
2.3 SBE – Non-SBE Joint Venture: A joint venture consisting of SBE participation and non-SBE
participation, functioning as a CMR, may list the SBE participation on the basis of the percentage of
profit accruing to the SBE firm.
2.4 Lower Tier Non-SBE Participation: SBE Subcontractors proposing to further subcontract to non-SBE
Subcontractors shall not have that portion of subcontracting activity considered when determining SBE
participation.
2.5 SBE Suppliers: Any SBE Supplier that manufactures or substantially alters the material or product it
supplies will have that portion of activity considered when determining SBE participation.
2.6 SBE Trucking: trucking by SBEs will be the amount to be paid when the SBE trucker has performed
the trucking with his/her trucks, tractors, and employees or when an SBE trucking broker has signed
agreements with SBE truckers.
PART 3 REQUESTS FOR PAY
3.1 Each Request for Payment, including the final Request for Payment must be accompanied by a
Maricopa County SBE Program Participation Report in the form as provided in Attachment 1 to this
Section.
PART 4 ATTACHMENTS
4.1 Attachment 1: SBE Participation Reporting Form
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 23

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
Maricopa County
Small Business Enterprise Program
Participation Reporting Form
This form is to be submitted with each pay application or invoice. Any pay application or invoice without
this form attached is subject to rejection as not being a completed pay application or invoice pursuant to
the terms of the contract.
_____________________________ ___________________________________
Name of Prime Consultant/Contractor Contract No.
_____________________________ ___________________________________
Contact Person Project No.
_____________________________ $__________________________________
Street Address Amount of this Pay Application/Invoice
_____________________________
City, State ZIP
Complete below with information on the SBE firms utilized as subconsultants/subcontractors for this pay
application/invoice. If work was self-performed and your firm, as the prime, is an SBE firm pursuant to A.R.S.
§ 41-1001, et seq., then you may list your firm as the SBE firm.
$ Pd to SBE this
SBE Firm Name SBE Firm Address Type of Work Performed
App/Inv
$
$
$
$
$
$
$
$
$
$
□ A mark in this box certifies that no SBE firms were utilized as the prime, sub-consultant or
subcontractor with respect to this pay application/invoice.
Date: ____________________________ ______________________________________
Signature
Phone No.: _______________________ ______________________________________
Printed Name
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 24

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
EXHIBIT C - ALTERNATIVE DISPUTE RESOLUTION
1.1 Scope. Notwithstanding anything to the contrary provided elsewhere in the Contract, the
alternative dispute resolution (“ADR”) process provided herein shall be the exclusive means for
resolution of claims or disputes arising under or related to the Contract, the interpretation thereof
or the performance or breach by any party thereto, including but not limited to original claims or
disputes asserted as cross claims, counterclaims, third party claims or claims for indemnity or
subrogation, in any threatened or ongoing litigation or arbitration with third parties, if such disputes
involve parties to contracts containing this ADR provision. No changes can be made to this process
without the mutual assent of the County and the claimant. The parties have structured this
procedure with the goal of providing for the prompt, efficient and final resolution of all disputes
falling within the purview of this ADR process.
1.2 Meeting of Principals. When a claim is made or a dispute (hereafter “dispute”) as described in
Paragraph 1.1 arises, senior representatives of the County and the claimant will meet personally
within ten (10) business days to discuss the dispute and attempt to resolve it. If, after good faith
efforts, resolution is not achieved, the dispute will proceed to mediation.
1.3 Qualifications of Mediator and Arbitrators. Any person selected as mediator or arbitrator, either
as single arbitrator as a member or Chair of the arbitration panel, shall be a member of the State
Bar of Arizona and have experience in construction law.
1.4 Mediation. If the parties have been unable to resolve the dispute after a meeting of principals, the
parties may enter into mediation. The parties shall jointly select a mediator. The parties may
mutually agree to waive mediation and proceed directly to arbitration. If the mediation process is
requested by either party, the mediation period shall be informal and shall not exceed sixty (60)
calendar days from the selection of the mediator. During the mediation process either party may
terminate mediation on written notice to the other party and the mediator.
1.5 Binding Arbitration Procedure. The following binding arbitration procedure shall serve as the
exclusive method to resolve a dispute if mediation is unsuccessful, if mediation has been waived
by the parties, or if a party requests arbitration during the mediation process. Except as provided
in Section 1.7.5 and 1.7.9, the decision of the arbitrator or arbitrator panel is final and binding on
the parties and not subject to further judicial review.
1.5.1 A party requesting binding arbitration shall notify the other party of their demand for
arbitration in writing within seven (7) calendar days of (1) the failure of mediation; (2)
waiver of mediation; or (3) of the party’s demand to terminate mediation.
1.5.2 If the CMR requests arbitration it shall post a cash bond with the arbitrator in an amount
agreed upon by the parties or, in the event of no agreement, the arbitrator shall establish
the amount of the cash bond to defray the cost of the arbitration and the proceeds from the
bond shall be allocated in accordance with paragraph 1.7.7. The bond must be in the full
amount agreed upon or as established by the Arbitrator to pay the potential cost of the full
arbitration proceeding. The bond must be posted with and received by the arbitrator within
five (5) calendar days after the demand for arbitration.
1.5.3 Disputes involving less than $200,000 shall be heard by one single arbitrator chosen by
agreement of the parties. If the parties cannot agree on the single arbitrator, then the parties
shall each submit two names to a Judge designated by Maricopa County who shall select
the single arbitrator.
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 25

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
1.5.4 For disputes in excess of $200,000, the arbitration panel shall consist of three arbitrators:
the County's appointed arbitrator, the CMR's appointed arbitrator and a third arbitrator who
shall be selected by the parties' arbitrators and serve as the Chair of the arbitration panel.
1.5.5 The arbitration is to be convened and administered under the Revised Uniform Arbitration
Act (“RUAA”) (A.R.S. § 12-3001 et seq.) and the American Arbitration Association
Construction Rules shall serve as a guideline for proceedings, thus as a supplement to the
RUAA.
1.6 Expedited Hearing. Any party can request the single arbitrator or the Chair of the arbitration panel
to set an expedited hearing. If the single arbitrator or the Chair of the arbitration panel determines
that the circumstances justify it, the single arbitrator or the Chair of the arbitration panel will
arrange for scheduling of the arbitration at the earliest possible date. In any event, the hearing of
any dispute not expedited will commence as soon as practical but in no event later than thirty (30)
calendar days after notification of request for arbitration having been received. This deadline can
be extended only with the consent of all the parties to the dispute, or by decision of the single
arbitrator or the Chair of the arbitration panel upon a showing of good cause.
1.7 Procedure. The single arbitrator or the arbitration panel will conduct the hearing in such a manner
that will resolve disputes in a prompt, cost efficient manner giving regard to the rights of all parties.
Each party shall supply to the single arbitrator or arbitration panel a written pre-hearing statement
which shall contain a brief statement of the nature of the claim or defense, a list of witnesses and
exhibits, a brief description of the subject matter of the testimony of each witness who will be called
to testify, and an estimate as to the length of time that will be required for the arbitration hearing.
The single arbitrator or the Chair of the arbitration panel shall determine the nature and scope of
discovery, if any, and the manner of presentation of relevant evidence consistent with deadlines
provided herein, and the parties’ objective that disputes be resolved in a prompt and efficient
manner. No discovery may be had of any materials or information for which a privilege is
recognized by Arizona law. The single arbitrator or the Chair upon proper application shall issue
such orders as may be necessary and permissible under law to protect confidential, proprietary or
sensitive materials or information from public disclosure or other misuse. Any party may make
application to the Maricopa County Superior Court to have a protective order entered as may be
appropriate to confirm or enforce such orders of the Chair.
1.7.1 Hearing Days. In order to effectuate parties’ goals, the hearing once commenced, will
proceed from working day to working day until concluded, absent a showing of good cause.
1.7.2 Award. The single arbitrator shall within ten (10) calendar days of the conclusion of a
hearing issue an award. The arbitration panel shall, within ten (10) calendar days from the
conclusion of any hearing, by majority vote, issue its award. The award shall include an
allocation of fees and costs pursuant to 1.7.7 herein. The award is to be in accordance with
the Contract and the law of the State of Arizona.
1.7.3 Scope of Award. Regardless of the provisions of the RUAA, the arbitration panel shall be
without authority to award punitive damages, and any such punitive damage award shall
be void. If an award is made against any party in excess of one hundred thousand dollars
($100,000), exclusive of interest, arbitration fees, costs and attorneys’ fees, it shall be
supported by written findings of fact, conclusions of law and a statement as to how damages
were calculated.
1.7.4 Jurisdiction. The arbitration panel shall not be bound for jurisdictional purposes by the
amount asserted in any party’s claim, but shall conduct a preliminary hearing into the
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 26

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
question of jurisdiction over the claim as regards its amount upon application of any party
at the earliest convenient time, but not later than the commencement of the arbitration
hearing. If the dispute is determined to involve less than $200,000, the arbitration shall
continue before the Neutral Arbitrator as a single arbitrator, with the party appointed
arbitrators being excused.
1.7.5 Entry of Judgment. As provided in the RUAA, any party can make application to the
Maricopa County Superior Court for confirmation of an award, and for entry of judgment
on it.
1.7.6 Severance and Joinder. To reduce the possibility of inconsistent adjudications, the
Mediator or the single arbitrator or arbitration panel, may: (i) at the request of any party,
join and/or sever parties, and/or claims arising under other contracts containing this ADR
provision, and (ii) the Mediator, on his own authority, or the single arbitrator or arbitration
panel may, on its own authority, join or sever parties and/or claims subject to this ADR
process as deemed necessary for a just resolution of the dispute, consistent with the parties’
goal of the prompt and efficient resolution of disputes, provided; however, that the A/E,
OWNER and Project Professionals shall not be joined as a party to any claim made by a
CMR. Nothing herein shall create the right by any party to assert claims against another
party not arising under or related to the Contract or not recognized under the substantive
law as applicable to the dispute. Neither the Mediator nor the single arbitrator or arbitration
panel is authorized to join to the proceeding parties not in privity with the County. The
CMR cannot be joined to any pending arbitration proceeding, without CMR’s express
written consent and unless CMR is given the opportunity to participate in the selection of
the single arbitrator or non-County appointed arbitrator.
1.7.7 Fees and Costs. Each party shall bear its own fees and costs in connection with any
informal hearing before the mediation. All fees and costs associated with any arbitration
before the single panel or arbitration panel, including without limitation the arbitrator fees,
and the prevailing party’s reasonable attorneys’ fees, expert witness fees and costs, will be
paid by the non-prevailing party, except as provided for herein. In the event that CMR is
the non-prevailing party, all fees and costs as noted above shall first be paid out of the bond
posted with the arbitrator. In no event shall the CMR’s obligation to pay fees and costs be
limited to the amount of the bond posted herein. In no event shall any arbitrator’s hourly
fees be awarded in an amount in excess of $250 per hour and (i) costs shall not include any
travel expenses in excess of mileage at the rate paid by Maricopa County, not to exceed a
one way trip of 150 miles, and (ii) all travel expenses, including meals, shall be reimbursed
pursuant to the travel policy of Maricopa County in effect at the time of the hearing. The
determination of prevailing and non-prevailing parties, and the appropriate allocation of
fees and costs, will be included in the award by the single arbitrator or arbitration panel.
1.7.8 Confidentiality. Any proceeding initiated under this ADR provision shall be deemed
confidential to the maximum extent allowed by Arizona law and, except for disclosures to
a party’s attorneys or accountants, no party shall make any disclosure related to the
disputed matter or to the outcome of any proceeding except to the extent required by law,
or to seek interim equitable relief, or to enforce an agreement reached by the parties or an
award made hereunder. This provision does not affect the County’s right to inform the
County Supervisors of the dispute.
1.7.9 Equitable Litigation. Notwithstanding any other provision of ADR to the contrary, any
party can petition the Maricopa County Superior Court for interim equitable relief as may
become necessary to preserve the status quo and prevent immediate and irreparable harm
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 27

Docusign Envelope ID: D6096E80-E545-86C9-8026-C1021ED27967
to a party or to the Project pending resolution of a dispute pursuant to ADR provided herein.
No court may order any permanent injunctive relief except as may be necessary to enforce
an order entered by the arbitration panel. The fees and costs incurred in connection with
any such equitable proceeding shall be determined and assessed in ADR.
1.7.10 Change Order. Any award in favor of the CMR against the County or in favor of the
County against the CMR shall be reduced to a Change Order and executed by the parties
in accordance with the award and the provisions of the Contract or a settlement agreement
as appropriate.
1.7.11 Merger and Bar. Any claim asserted pursuant to this ADR process shall be deemed to
include all claims, demands, and requests for compensation for costs and losses or other
relief, including the extension of the Contract performance period which reasonably should
or could have been brought against any party that was or could have been brought into this
ADR process, with respect to the subject claim. The arbitration panel shall apply legal
principles commonly known as merger and bar to deny any claim or claims against any
party regarding which claim or claims recovery has been sought or should have been sought
in a previously adjudicated claim for an alleged cost, loss, breach, error, or omission.
1.8 Inclusion in Other Contracts. The CMR shall cooperate with the County in efforts to include this
ADR provision in all other Project contracts.
END OF EXHIBIT
MCSO Food Factory Refresh Serial # 260053-CMR
Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Pg. # 28