Agreement - Willmeng Construction Inc.- CMAR

PRECONSTRUCTION SERVICES AGREEMENT BETWEEN
CITY OF APACHE JUNCTION AND
WILLMENG CONSTRUCTION, INC.
FOR CITY SERVICES EXPANSION
PROJECT NO. GG27001
THIS AGREEMENT is made as of the day of 2026 (the
__
“Effective Date”) by and between the CITY OF APACHE JUNCTION an Arizona
municipal corporation (“City”), and WILLMENG CONSTRUCTION, INC. an Arizona
corporation (“Contractor”), sometimes collectively referred to as the “Parties” or
individually as a “Party”.
RECITALS
A. City requires certain preconstruction construction services in
connection with City Services Expansion, Project No. GG27001 (the “Project”).
B. Contractor asserts its willingness, ability, and qualifications to
provide the labor, materials, equipment and services (the “Work”), called for in
this Agreement.
C. City and Contractor desire to set forth their respective
responsibilities and the manner and terms upon which Contractor shall complete
the Work.
D. The City issued Request for Qualifications No. 26-04, Construction
4	1	7	1	2	0	328	2068	1875	47	-1	
5	1	7	1	2	1	328	2069	205	46	96.328583	Manager
5	1	7	1	2	2	552	2070	45	34	96.814400	at
5	1	7	1	2	3	617	2068	96	36	92.447411	Risk
5	1	7	1	2	4	732	2088	15	7	92.103577	-
5	1	7	1	2	5	767	2068	88	47	96.091751	City
5	1	7	1	2	6	875	2068	201	38	96.234352	Services
5	1	7	1	2	7	1097	2068	276	47	84.822083	Expansion,”
5	1	7	1	2	8	1394	2077	54	27	96.388786	on
5	1	7	1	2	9	1469	2068	112	36	96.451698	June
5	1	7	1	2	10	1604	2068	66	44	96.526970	18,
5	1	7	1	2	11	1692	2068	124	44	96.526970	2026,
5	1	7	1	2	12	1839	2068	211	47	96.352234	pursuant
5	1	7	1	2	13	2066	2070	44	34	96.769608	to
5	1	7	1	2	14	2128	2068	75	36	96.913689	the
4	1	7	1	3	0	327	2131	1874	47	-1	
5	1	7	1	3	1	327	2132	242	46	94.791580	applicable
5	1	7	1	3	2	591	2133	237	45	96.278366	provisions
5	1	7	1	3	3	849	2131	47	38	92.449600	of
5	1	7	1	3	4	912	2133	143	36	91.403023	A.R.S.
5	1	7	1	3	5	1076	2133	100	36	96.427116	Title
5	1	7	1	3	6	1197	2133	56	36	96.610252	34
5	1	7	1	3	7	1274	2131	82	38	95.890129	and
5	1	7	1	3	8	1377	2131	179	47	96.566429	Apache
5	1	7	1	3	9	1577	2131	200	38	96.566429	Junction
5	1	7	1	3	10	1799	2131	89	47	96.384804	City
5	1	7	1	3	11	1907	2131	137	45	96.613998	Code,
5	1	7	1	3	12	2065	2131	85	38	96.437286	Vol.
5	1	7	1	3	13	2177	2131	24	44	91.287155	|,
4	1	7	1	4	0	327	2196	1877	47	-1	
5	1	7	1	4	1	327	2196	189	47	95.483856	Chapter
5	1	7	1	4	2	552	2196	38	38	96.585976	3:
5	1	7	1	4	3	627	2196	354	44	96.055107	Administration,
5	1	7	1	4	4	1017	2196	155	38	96.288734	Article
5	1	7	1	4	5	1208	2196	82	38	95.798820	3-7:
5	1	7	1	4	6	1331	2197	306	37	95.798820	Procurement
5	1	7	1	4	7	1671	2196	283	38	96.098656	Procedures.
5	1	7	1	4	8	1991	2196	86	38	96.624825	The
5	1	7	1	4	9	2113	2196	91	47	96.171478	City
4	1	7	1	5	0	328	2260	1876	40	-1	
5	1	7	1	5	1	328	2260	200	37	96.582199	received
5	1	7	1	5	2	545	2260	84	37	95.606834	and
5	1	7	1	5	3	645	2260	224	37	95.526772	evaluated
5	1	7	1	5	4	885	2260	264	37	96.061577	Statements
5	1	7	1	5	5	1164	2260	47	37	96.061577	of
5	1	7	1	5	6	1221	2260	320	40	96.402901	Qualifications
5	1	7	1	5	7	1557	2260	38	37	96.713341	in
5	1	7	1	5	8	1610	2260	279	37	96.081528	accordance
5	1	7	1	5	9	1902	2260	97	37	96.466614	with
5	1	7	1	5	10	2014	2260	72	37	96.750679	the
5	1	7	1	5	11	2102	2260	102	40	96.588638	RFQ
4	1	7	1	6	0	327	2323	1874	47	-1	
5	1	7	1	6	1	327	2334	201	36	96.593307	process,
5	1	7	1	6	2	545	2324	246	37	96.380066	conducted
5	1	7	1	6	3	809	2325	235	36	95.889694	interviews
5	1	7	1	6	4	1061	2324	96	37	96.955345	with
5	1	7	1	6	5	1173	2323	245	38	96.104668	shortlisted
5	1	7	1	6	6	1434	2323	119	38	96.769821	firms
5	1	7	1	6	7	1568	2334	55	27	96.613831	on
5	1	7	1	6	8	1638	2323	167	47	96.165909	August
5	1	7	1	6	9	1818	2325	55	36	96.616806	17
5	1	7	1	6	10	1887	2323	85	38	96.801857	and
5	1	7	1	6	11	1990	2324	67	43	96.829636	18,
5	1	7	1	6	12	2075	2325	126	42	96.594704	2026,
4	1	7	1	7	0	327	2388	1876	47	-1	
5	1	7	1	7	1	327	2388	84	38	96.580421	and
5	1	7	1	7	2	446	2388	198	38	92.362732	selected
5	1	7	1	7	3	678	2388	210	47	92.362732	Willmeng
5	1	7	1	7	4	926	2388	313	44	96.247864	Construction,
5	1	7	1	7	5	1277	2388	81	38	94.631157	Inc.
5	1	7	1	7	6	1394	2397	55	29	95.834160	on
5	1	7	1	7	7	1484	2388	168	47	95.834160	August
5	1	7	1	7	8	1685	2388	66	44	96.827469	19,
5	1	7	1	7	9	1787	2388	125	44	96.418495	2026,
5	1	7	1	7	10	1948	2389	45	37	96.108063	to
5	1	7	1	7	11	2027	2388	176	47	96.701248	provide
4	1	7	1	8	0	327	2452	1241	47	-1	
5	1	7	1	8	1	327	2452	293	37	96.600769	construction
5	1	7	1	8	2	636	2461	206	38	96.627655	manager
5	1	7	1	8	3	855	2453	47	36	96.633652	at
5	1	7	1	8	4	914	2452	84	37	96.354248	risk
5	1	7	1	8	5	1013	2452	195	37	96.579750	services
5	1	7	1	8	6	1221	2452	66	37	96.753883	for
5	1	7	1	8	7	1301	2452	70	37	96.607880	the
5	1	7	1	8	8	1389	2452	179	47	96.680649	Project.
2	1	8	0	0	0	1107	2580	312	45	-1	
3	1	8	1	0	0	1107	2580	312	45	-1	
4	1	8	1	1	0	1107	2580	312	45	-1	
5	1	8	1	1	1	1107	2580	312	45	96.031609	AGREEMENT
2	1	9	0	0	0	327	2709	1874	111	-1	
3	1	9	1	0	0	327	2709	1874	111	-1	
4	1	9	1	1	0	473	2709	1728	44	-1	
5	1	9	1	1	1	473	2709	127	44	96.692467	NOW,
5	1	9	1	1	2	632	2709	310	44	95.562363	THEREFORE,
5	1	9	1	1	3	974	2711	37	36	96.275200	in
5	1	9	1	1	4	1043	2709	318	38	96.187202	consideration
5	1	9	1	1	5	1391	2709	48	38	96.431175	of
5	1	9	1	1	6	1463	2709	72	38	96.396461	the
5	1	9	1	1	7	1568	2709	185	38	96.072067	Recitals
5	1	9	1	1	8	1784	2709	128	38	95.730103	noted
5	1	9	1	1	9	1943	2709	153	44	95.968910	above,
5	1	9	1	1	10	2126	2709	75	38	96.594574	the
4	1	9	1	2	0	327	2774	1874	46	-1	
5	1	9	1	2	1	327	2774	155	37	93.344955	mutual
5	1	9	1	2	2	528	2775	237	36	95.581306	covenants
5	1	9	1	2	3	810	2774	84	37	96.241791	and
5	1	9	1	2	4	939	2774	240	37	96.037994	conditions
5	1	9	1	2	5	1224	2774	150	43	95.347397	below,
5	1	9	1	2	6	1421	2774	84	37	96.512444	and
5	1	9	1	2	7	1550	2774	124	37	96.528435	other
5	1	9	1	2	8	1716	2774	116	46	95.927338	good
5	1	9	1	2	9	1877	2774	83	37	91.282326	and
5	1	9	1	2	10	2006	2774	195	37	91.282326	valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE. The term
“Contract Documents” as used in this Agreement shall mean this Agreement
including Exhibits A through C, which are attached hereto and incorporated in
this Agreement by reference, and any future amendments to this Agreement or
the exhibits from the RFQ. The Contract Documents also include any special
provisions and addenda issued prior to the execution of this Agreement and other
documents listed in this Agreement and modifications issued after execution of
this Agreement.
Should the Contract Documents contain any discrepancy or inconsistency, then
the following order of precedence of Contract Documents shall apply to resolve
the same:
1. this Preconstruction Agreement, including any amendments to the
Preconstruction Agreement with most recent taking precedent over
prior;
2. the Preconstruction Scope of Work (Exhibit A);
3. the Conceptual Program (Exhibit B);
4. Contractor’s response to the RFQ issued July 20, 2026 (Exhibit C).
Once the Construction Agreement is executed by Contractor and the City, this
Preconstruction Agreement and its exhibits will be superseded and replaced by
the Construction Agreement and its exhibits.
2. PRECONSTRUCTION SERVICES. Contractor shall provide the
services set forth in this Section 2 and as set forth in this Preconstruction Scope
of Services. Contractor shall perform the following required services, in addition
to the services more fully described in Exhibit A, as expeditiously as is consistent
with professional skill and care and the orderly progress of the Work:
2.1 Design Assistance. Contractor shall provide design assistance to the
Project as part of the Design Team. Contractor shall attend regular meetings with
the City, the Architect, and Developer during the development of the Project in
order to generally advise the City and Architect on the Project, including without
2

limitation, costs, site use and improvements, selection of materials, systems and
equipment. Contractor shall use its unique expertise on the design process by
providing recommendations as to construction feasibility; availability of materials
and labor; time requirements for installation and construction; value engineering
including factors to be considered relating to costs of alternative designs or
materials, preliminary budgets and possible economies which may be achieved;
and such other matters as might facilitate the completion of the Project in a timely
and economical manner.
2.2 Schedule. Within fifteen (15) calendar days after the Contractor is
provided with a Notice to Proceed, the Contractor shall prepare a preliminary
Master Schedule for the Project. Within thirty (30) calendar days after Contractor
is provided with the Schematic Design Documents from Architect, Contractor
shall prepare a detailed construction schedule (the “Construction Schedule”) for
the Project. Within thirty (30) calendar days after Contractor is provided with the
Design Development Documents, Contractor shall prepare an updated
Construction Schedule that coordinates and integrate the Architect’s design
efforts with construction activities.
2.3. Construction Management. Contractor shall review the Conceptual
Program and Project Schedule and determine logistic planning for the Project.
Contractor shall identify and budget design options, value engineering, alternate
materials, alternative solutions whenever design details affect construction
feasibility, cost or time schedules and bid alternates for review by the Project
Manager and the City.
2.4 Long-Lead Procurement Plan. Contractor shall create a long-lead
procurement plan and recommend and provide justification for purchase of any
long lead-time items and, if directed by the City, purchase and expedite the
procurement of such long lead-time items to ensure their delivery by the required
date. Long Lead Procurement Plan shall be updated at each milestone cost
estimate and shall be part of the GMP package.
2.5 Governmental Approvals. If requested by the City, Contractor shall
consult with and make presentations before applicable regulatory authorities to
determine the limitations on the Project design and to assist the City in obtaining
all necessary approvals for construction of the Project.
2.6 Guaranteed Maximum Price. Within thirty (30) calendar days after
Contractor is provided with the Bid Set from Architect, Contractor shall develop
3

and submit to the City for its review and approval: (1) a Guaranteed Maximum
Price (“GMP”) proposal for complete construction of the Project; and (2) a cost
breakdown for the construction of the Project. The GMP proposal shall be the sum
of the Cost of the Work, as such term is defined in Section 5.2.1 of the AIA A102-
2017. The Contractor’s Fee (defined as corporate overhead plus profit) shall be
§.25 % of the Cost of Work. Contractor shall also include with the GMP proposal a
written statement describing the basis for the GMP proposal, which shall include,
but is not limited to the following:
2.6.1 Alist ofthe drawings and specifications, including all addenda
thereto and the conditions of the contract, which were used in preparation of each
GMP proposal;
2.6.2 A list of allowances and a statement of their basis;
2.6.3 Alist of the clarifications and assumptions made by Contractor
in the preparation of the GMP proposal to supplement the information contained
in the drawings and specifications; and
2.6.4 A statement of the estimated cost organized by trade
categories, allowances, contingency, tax, insurance, bonds, and other items and
the fee that comprise the GMP.
2.6.5 A list of alternates, if applicable.
2.6.6 Definition and review of all the general conditions and general
requirements.
2.6.7 Alist of the wages or salaries of the Contractor’s supervisory,
cost estimating, accounting, and administrative personnel when stationed at the
site, or at Contractor’s principal office. Contractor shall include the percentage
of time that will be charged to the Work for each of the personnel and the rates at
which their time will be charged to the Work.
2.6.8 The date of substantial completion and final completion upon
which the GMP is based and the Construction Schedule upon which its based.
2.6.9 All the documents indicated in this Section 2.6 shall be
referred to as the “GMP Documents.”

2.7 Reporting. Contractor will submit such written reports as may be
required by the City to fully inform the City of the status of the Project and of
Contractor’s services under this Agreement no Jess than on a monthly basis.
Contractor also shall prepare and submit to the City special written reports as
directed by the City.
2.8 Staffing. Contractor shall provide to the City the names and
qualifications of the proposed employees of Contractor who will be primarily
involved in providing the services required under the Contract Documents (the
“Senior Project Team”). The Senior Project Team shall include the following
personnel:
David Laughlin, Senior Vice President of Construction & Team Principal
Tim Donoghue, Preconstruction Director
Sam Dul, Lead Estimator
Kenny Shepherd, Senior Project Manager
Devarshi Desai, Assistant Project Manager
Chris Moffitt, Superintendent
Kevin Baehr, Superintendent
The Project Manager shall be competent and be in attendance at the
Project site during the progress of the Work. The Project Manager shall represent
and be the agent of Contractor and communications given to the Project Manager
shall be as binding as if given to Contractor.
Contractor shall not make any change in the Senior Project Team without
the prior written approval of the City. Contractor shall not employ any member of
the Senior Project Team or major subcontractor or material supplier to whom the
City has made reasonable objection. If Contractor proposes to change a member
of the Senior Project Team or a major subcontractor or materials supplier during
the Project, Contractor shalt provide to the City the name and qualifications of the
individual or firm to replace the member of the Senior Project Team or major
subcontractor or materials supplier for their review and approval.
3 CITY’S PROJECT MANAGER. The City has appointed a Project
Manager to manage this Project and represent the City on the Project Site. The
Project Manager will assume all duties and responsibilities and will have all rights
and authority assigned to the City in the Contract Documents.

4 TERM. The Term of this Agreement shall be for a period commencing
October 20, 2026 and ending on the earlier of: (1) the date that the final
Construction Agreement has been executed by both Parties; or (2) December 31,
2027. This Agreement may be extended upon mutual written consent of the
Parties provided that any amendment shall be executed by an authorized
signatory of the Parties and provide in writing the amended term of the Agreement
and, if applicable, a specified dollar amount of additional payment to be owed by
the City to Contractor for the amended Term.
§ CHANGE ORDERS. A change order is a written order from the City to
Contractor issued after execution of the Contract authorizing a change in the
Work and setting forth the amount of the adjustment, if any, in the Contract Sum
and the extent of the change, if any, in the Progress Schedule. Change Orders do
not invalidate the Contract. Changes in the Work shall be performed under the
applicable provisions of the Contract Documents, and the Contractor shall
proceed promptly, unless otherwise provided in the Change Order. A Change
Order signed by the Contractor indicates the Contractor’s agreement therewith,
including the adjustment in the Contract Sum and Progress Schedule or the
method for determining them. There shall be no increase to the Contract Amount
for changes or additions to the Work without the prior written approval of the City.
Any extra or changed Work performed by Contractor without such prior written
approval (including Work known to or requested by the City or Architect) shall
conclusively be presumed to involve no adjustment to the Contract Amount;
further, absent such prior written approval, Contractor shall be conclusively
presumed to waive any claim for adjustment to the Contract Amount for such
Work.
6 COMPENSATION. The tota!f amount payable by the City to the
Contractor is an amount not to exceed Four Hundred Sixty-Three Thousand Seven
Hundred Thirty-Four Dollars and Zero Cents ($463,734.00) (the “Contract Sum”).
6.1 Application for Payment. Contractor shall submit an application for
payment to the City which reflects the Work rendered during the preceding
month. The application for payment shall include all such supporting and
substantiating documentation as the City and Project Manager shall require no
later than the twenty-fifth (25th) day of the month immediately following the month
covered by the application for payment. The City shall review, approve, and make
payment on Applications for Payment in accordance with the prompt payment
requirements of A.R.S. § 34-221, et seq., as may be amended from time to time,
provided the Contractor has fulfilled all duties and obligations required under this
Agreement.

6.2 Review of the Application for Payment. The Architect, Project
Manager, and the City shall review and approve the application for payment
submitted by Contractor. In conducting the review, the Architect, Project
Manager, and the City witl analyze the Work to determine if it is satisfactory before
payment is authorized. If the City finds that only a portion of the Work covered by
the application for payment is satisfactory, the City may authorize a partial
payment based on the portion of the work that was satisfactorily performed by the
Contractor.
6.3 [RESERVED]
6.4 Third-Party Payments. The City shall have no obligation to pay or to
be responsible in any way for payment to a subcontractor of the Contractor or any
other third party. To the extent an invoice submitted by the Contractor reflects
any payments made by the Contractor to subcontractors and/or materials
suppliers, the Contractor, in requesting such payments, thereby warrants and
guarantees to the City that for each such payment requested, all Work
represented by such payment has been performed to the Contractor’s
satisfaction and/or all materials represented by such payment have been
delivered to the Contractor’s satisfaction. The Contractor therefore warrants that
ithas approved such Work and materials for payment as requested in the invoice.
In addition, the Contractor warrants that each such payment to a subcontractor
or material supplier that is reflected in the application for payment has either
already been made to the subcontractor or material supplier or that such payment
will be made to the subcontractor or material supplier within five (5) business
days after the Contractor’s receipt from the City of payment representing Work
performed by the subcontractor or materials furnished by the supplier.
Contractor shall be ineligible to submit any further application for payment until it
has provided to the City documentary evidence of such payment to each
subcontractor or material supplier.
6.5 Final Completion of the Work and Final Payment. The Contractor shall
receive final payment upon the final completion of the Work. Final completion of
the Work shall be achieved when the Contractor has full performed all obligations
of this Agreement and has submitted a final application for payment has been
reviewed and approved by the City.
6.6 [RESERVED]

6.7 [RESERVED]
6.8 Waiver. The City may, inits sole discretion, waive these requirements
of strict compliance in connection with any particular claim, notice or demand,
provided that any such waiver or failure to insist on strict compliance shall not
waive such requirements with respect to any other claim, notice or demand. The
Contract Sum and Contract Time may be changed only by Change Order.
6.9 Records. Contractor and all consultants and subcontractors
employed by Contractor shall keep records of all expenditures made and all
costs, liabilities and obligations incurred under the Contract Documents.
Notwithstanding anything to the contrary in this Agreement, the expense of all
bookkeeping and accounting services and any associated electronic storage
necessary to produce and maintain such records shall be at Contractor’s sole
expense and shall not be a separate reimbursable expense under the Contract
Documents. Such records shall be kept on the basis of generally accepted
accounting principles. and shall be available to the City and the City’s authorized
representatives at all reasonable times during ordinary business hours.
Contractor shall maintain records for a period of at least three (3) years after
expiration of this Agreement and shall make such records available during that
retention period for examination or audit by City personnel during regular
business hours.
6.10 [RESERVED]
7 STANDARD OF PERFORMANCE. The Work shall be performed by
qualified professional construction contractors licensed in Arizona, selected and
paid by Contractor and acting in the interest of Contractor. While performing the
Work, Contractor and its subcontractors shall exercise the reasonable
professional care and skill customarily exercised by reputable members of
Contractor’s profession practicing in the Phoenix Metropolitan Area and shall use
reasonable diligence and best judgment while exercising its professional skill and
expertise. Contractor shall be responsible for all errors and omissions committed
by Contractor or its subcontractors in the performance of the Work.
8 [RESERVED]
9 [RESERVED]

10 DAMAGE. Contractor shall be responsible for and promptly remedy
any damage or loss of property caused in whole or in part by the Contractor, a
subcontractor, or anyone directly or indirectly employed by Contractor, or by
anyone for whose acts Contractor may be liable and for which Contractor is
responsible under the Contract, except where such damage or loss is directly
attributable to the negligent acts or omissions of City or by anyone for whose acts
City may be liable and not attributable to the fault or negligence of the Contractor.
City shall make claims regarding all damage or loss to Contractor within a
reasonable time after the first observance of such injury or damages.
11 INSURANCE.
11.1. General Requirements. Contractor, at its own expense, shall
purchase and maintain during the Term the insurance required by this Agreement
with companies duly licensed, possessing a current A.M. Best, Inc. Rating of
B++6, or approved unlicensed in the State of Arizona with policies and forms
satisfactory to City.
All insurance required by this Agreement shall be maintained in full force and
effect until the Work is accepted by the City. Failure to do so may, at the sole
discretion of City, constitute a material breach of this Agreement.
Contractor’s insurance shall be primary insurance as respects the City, and any
insurance or self-insurance maintained by City shall not contribute to it.
Any failure to comply with the claim reporting provisions of the insurance policies
or any breach of an insurance policy warranty shall not affect coverage afforded
under the insurance policies to protect City.
The insurance policies, except Workers’ Compensation, shall contain a waiver of
transfer rights of recovery (subrogation) against City, its agents, officers, officials
and employees for any claims arising out of Contractor’s acts, errors, mistakes,
omissions, Work or service.
The insurance policies may provide coverage which contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to City under such policies.
Contractor shall be solely responsible for the deductible and/or self-retention and
City, at its option, may require Contractor to secure payment of such deductibles
9

or self-insured retentions by a surety bond or an irrevocable and unconditional
letter of credit.
The insurance policies required by this Agreement, except Workers’
Compensation and Professional Liability, shall name City, its elected officials,
agents, officers, and employees as Additional insured parties.
Contractor shall expressly bind any subcontractors, or any other lower tier
subcontractors, used in the performance of any aspect of the Work, to the
insurance requirements in this Agreement, making such obligations applicable to
the other subcontractor to the same extent as it is applicable to Contractor. The
purpose of this provision is to require any lower tier subcontractor, regardless of
level, to provide insurance and indemnity required by this Agreement.
11.2. Commercial General Liability. Contractor shall maintain Commercial
General Liability insurance with a limit of not less than $2,000,000 for each
occurrence with a $2,000,000 Products/Completed Operations Aggregate and a
$4,000,000 General Aggregate limit. The policy shall include coverage for bodily
injury, broad form property damage, personal injury, products and completed
operations and blanket contractual coverage including, but not limited to, the
liability assumed under the indemnification provisions of this Agreement, which
coverage will be at least as broad as that on Insurance Service Office, Inc. Policy
Form No. CG 00011093, or the equivalent thereof.
Such policy shall contain a severability of interest provision and shall not contain
a sunset provision or commutation clause, nor any provision which would serve
to limit third party action over claims.
The Commercial General Liability additional insured endorsement shalt be at
least as broad as the Insurance Service Office, Inc.’s Additional Insured, Form B,
CG 20101185, or the equivalent thereof, and shall include coverage for
Contractor’s operations and products and completed operations.
If Contractor sublets any part of the Work, Contractor shall purchase and
maintain, at all times during prosecution of the Work an Owner and Contractor’s
Protective Liability insurance policy for bodily injury and property damage,
including death, which may arise in the prosecution of the Work. Coverage shall
be on an occurrence basis with a limit of not less than $1,000,000 per occurrence,
and the policy shall be issued by the same insurance company that issues
Contractor’s Commercial General Liability insurance.
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11.3. Automobile Liability. Contractor shall maintain Commercial/Business
Automobile Liability insurance with a combined single limit for bodily injury and
property damage of not less than $1,000,000 each occurrence with respect to
Contractor’s owned, hired, and non-owned vehicles assigned to or used in
performance of the Work. Coverage will be at least as broad as coverage code 1,
“any auto” (Insurance Service Office, Inc. Policy Form CA 00011293, or the
equivalent thereof). Such insurance shall include coverage for loading and off-
loading hazards. If hazardous substances, materials or wastes are to be
transported, federal mandatory motor carrier safety (“MCS”) 90 endorsement
shall be included and $5,000,000 per accident limits for bodily injury and property
damage shall apply.
11.4. Workers’ Compensation. Contractor shall carry Workers’
Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction over Contractor’s employees engaged in the
performance of the Work; and Employer’s Liability insurance of not less than
$100,000 for each accident, $100,000 disease for each employee, and $500,000
disease policy limit.
By execution of this Agreement, Contractor certifies as follows:
“| am aware and understand the provisions of A.R.S. § 23-901 et seg. which
requires every employer to be insured against liability for workers’
compensation or to undertake self-insurance in accordance with the
provisions of this chapter, and | will comply with such provisions before
commencing the performance of the Work of this Agreement.”
If Contractor has no employees for whom Workers’ Compensation insurance is
required by federal or state statutes, Contractor shall submit a declaration or
affidavit to City so stating and covenanting to obtain such insurance if and when
Contractor employs any employees subject to coverage.
11.5. Certificates of Insurance. Prior to commencing the Work, Contractor
shall furnish City with Certificates of Insurance, or formal endorsements as
required by the Agreement, issued by Contractor’s insurer(s), as evidence that
policies providing the required coverages, conditions and limits required by this
Agreement are in full force and effect. City shall not be obligated, however, to
review same or to advise Contractor of any deficiencies in such policies and
endorsements, and such receipt shall not relieve Contractor from, or be deemed
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a waiver of, City’s right to insist on strict fulfillment of Contractor’s obligations
under this Agreement.
The form of the certificates of insurance and endorsements shall be subject to the
approval of the Apache Junction City Attorney’s Office, shall comply with the
terms of this Agreement. Policies or certificates and completed forms of City’s
Additional Insured Endorsement (or a substantially equivalent insurance
company form acceptable to the City Attorney) evidencing the coverage required
by this Agreement shall be delivered to City Attorney, City of Apache Junction,
300 East Superstition Boulevard, Apache Junction, AZ 85119. The policy or
policies shall be in the usual form of public liability insurance, but shall also
include the following provision:
“Solely as respects work done by or on behalf of the named insured for the
City of Apache Junction, it is agreed that the City of Apache Junction and its
elected officials, officers, agents, and employees are added as additional
insured parties under this policy.”
In the event any insurance policies required by this Agreement are written on a
“claims made” basis, coverage shall extend for two (2) years past completion and
acceptance of Contractor’s Work or services and as evidenced by annual
Certificates of Insurance.
Contractor shall require its insurers to provide City thirty (30) calendar days’ prior
written notice of any nonrenewal, cancellation, or material change in the
coverage under such policy reducing coverage to below the amounts required by
this Agreement. If a policy does expire during the life of the Agreement, a renewal
certificate must be sent to the City Attorney’s Office thirty (30) calendar days prior
to the expiration date.
12. [RESERVED]
13. [RESERVED]
14. TAXES. Contractor shall pay as they become due all license, sales,
consumer, transaction privilege, use and other similar taxes for the Work or
portions of the Work which are legally enacted at the time bids are received
whether or not yet effective or subsequently applicable due to acts of jurisdictions
or bodies other than City.
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15. CITY LICENSES. Contractor understands that the activity described
in the Contract constitutes “doing business in the City of Apache Junction” and
Contractor agrees to obtain a business license pursuant to Chapter 8 of the
Apache Junction City Code, Vol. |, and keep such license current until the Work
is accepted by the City. Contractor also acknowledges that the tax provision of
the Apache Junction Tax Code, Chapter 8A, may also apply and if so, shall obtain
a transaction privilege license and/or other licenses as may be required by the
city code. Any activity by consultants and subcontractors within the corporate
city limits will invoke the same sales tax and business licensing regulations on the
consultants and subcontractors, and Contractor shall require and ensure its
consultants and subcontractors obtain and keep all applicable licenses current.
16. TERMINATION.
16.1 Termination by City.
16.1.1 City may terminate this Agreement in whole or part if the
city manager or his or her designee determines Contractor has failed to fulfill its
obligations under the Contract through no fault of City. Such termination may be
effected by City giving Contractor not less than ten (10) calendar days written
notice by certified mail, return receipt requested of City’s intent to terminate.
Contractor shall have ten (10) calendar days to cure the failure to the satisfaction
of City. If City terminates this Agreement for reasons of default by Contractor, the
amount of compensation provided for in this Agreement shall be reduced to
reflect the percentage of Work completed and the Contractor shall not be entitied
to payment for anticipated profits or unperformed services.
16.1.2 City may terminate this Agreement or a portion thereof if
conditions encountered during the progress of the Work make it impossible or
impracticable to proceed with the Work. In such case, Contractor shall appraise
the Work completed and submit an application for payment reflecting the
percentage of Work completed. The City shall review and approve the application
for payment submitted by Contractor to confirm the percentage of Work
completed. In conducting the review, the City will review the Work to determine if
it is satisfactory before payment is authorized. The City shall make this final
payment within thirty (30) calendar days from the Contractor’s submission of the
application for payment with the requisite supporting documentation and delivery
of the partially completed items. No claim for loss of anticipated profits will be
considered. Upon such termination, the Contractor shail deliver to the City all
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drawings, reports, special provisions, and estimates entirely or partially
completed, together with all used materials supplied by City.
16.2 Termination by Contractor. Contractor may terminate this
Agreement if City fails to make payment as agreed upon in this Agreement. Any
other termination will be deemed a breach of contract by Contractor. Contractor
shall provide Notice of Termination to City by Certified U.S. Mail ten (10) calendar
days before such termination takes effect.
16.3 No Relief of Responsibilities. Termination of this Agreement, or any
portion thereof, shall not relieve the Contractor of its responsibilities for the
completed Work, or the surety of its obligations concerning any just claims arising
out of the Work performed.
17. WRITTEN NOTICE. Written notice shall be deemed to have been duly
served if delivered in person to the individual or member of the firm or entity, or
to an office of the corporation for whom it was intended or if delivered at or sent
registered or certified mail, return receipt requested, and first-class postage
prepaid to the last business address known to them who gives the notice. Notices
shall be delivered to the following:
If to City: City of Apache Junction
Department of Public Works
300 East Superstition Boulevard
Apache Junction, AZ 85119
If to Contractor: Willmeng Construction, Inc.
1702 E. Highland Ave., Suite 400
Phoenix, AZ 85016
18. INDEPENDENT CONTRACTOR. City and Contractor agree and
understand that the relationship between the Parties is that of an independent
contractor. As such, Contractor is not entitled to receive any benefits to which
City employees are entitled by virtue of their employment with City. City shall not
be responsible for payment to employees of Contractor for salaries, related taxes
(including, but not limited to, federal social security tax as well as federal and
state unemployment taxes) and all other expenses related to their employment or
contractual relationship with Contractor. Contractor shail be responsible to City
for the acts and omissions of its employees, subcontractors and their agents and
employees and other persons providing any of the materials under any contract
document.
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19. INDEMNIFICATION. To the fullest extent permitted by law, Contractor
shall defend, indemnify and hold harmless City, its elected officials and appointed
officers, special districts, agents, and employees from and against any and ail
liability including but not limited to demands, claims, actions, fees, costs and
expenses, including reasonable attorney and expert witness fees, arising from, or
alleged to have arisen from, relating to, arising out of, or alleged to have resulted
from the acts, errors, mistakes, omissions, work or services of Contractor, its
agents, employees, or any tier of Contractor’s subcontractors in the performance
of this Agreement, but only to the extent caused by the negligence, recklessness
or intentional wrongful conduct of Contractor or its subcontractors in the
performance of the Work under this Agreement or any subcontract. Contractor’s
duty to defend, hold harmless and indemnify City, its elected officials and
appointed officers, special districts, agents, 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 an Contractor’s
acts, errors, mistakes, omissions, work or services in the performance of this
Agreement including any employee of Contractor, any tier of Contractor’s
subcontractor or any other person for whose acts, errors, mistakes, omissions,
Work or services Contractor may be legally liable, but only to the extent caused
by the negligence, recklessness or intentional wrongful conduct of Contractor or
any tier of Contractor’s subcontractors or any other person for whose acts,
errors, mistakes, omissions, Work or services Contractor may be legally liabie in
the performance of the Work under this Agreement or subcontract. The amount
and type of insurance coverage requirements set forth in this Agreement will in
no way be construed as limiting the scope of the indemnity in this Section 19. The
rights and obligations under this Section 19 shall survive expiration or termination
of this Agreement.
20. APPLICABLE LAW ANDO VENUE. The terms and conditions of this
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Arizona. Any action at law or in equity brought by either Party for the
purpose of enforcing a right or rights provided for in this Agreement, shall be tried
in a court of competent jurisdiction in Pinal County, State of Arizona. The Parties
hereby waive all provisions of law providing for a change of venue in such
proceeding to any other county. In the event either Party shall bring suit to
enforce any term of this Agreement or to recover any damages for and on account
of the breach of any term or condition in this Agreement, it is mutually agreed that
the prevailing Party in such action shall recover all costs including: all litigation
15

and appeal expenses, collection expenses, reasonable attorney fees, necessary
witness fees and court costs to be determined by the court in such action.
21. FORCE MAJEURE. Neither City nor Contractor, as the case may be,
shall be considered not to have performed its obligations under this Agreement
in the event of enforced delay (an “Enforced Delay”) due to causes beyond its
control and without its fault or negligence or failure to comply with applicable
laws, including, but not restricted to, acts of God, fires, floods, epidemics,
pandemics and related executive orders, quarantine, restrictions, embargoes,
labor disputes, and unusually severe weather or the delays of subcontractors or
materialmen due to such causes, acts of a public enemy, war, terrorism or act of
terror (including but not limited to bio-terrorism or eco-terrorism), nuclear
radiation, blockade, insurrection, riot, labor strike or interruption, extortion,
sabotage, or similar occurrence or any exercise of the power of eminent domain
of any governmental body on behalf of any public entity, or a declaration of
moratorium or similar hiatus (whether permanent or temporary) by any public
entity directly affecting the obligations under this Agreement. In no event will
Enforced Delay include any delay resulting from unavailability for any reason of
labor shortages, or the unavailability for any reason of particular contractors,
consultants, subcontractors, vendors or investors desired by Contractor in
connection with the obligations under this Agreement. Contractor agrees that
Contractor alone will bear all risks of delay which are not Enforced Delay. In the
event of the occurrence of any such Enforced Delay, the time or times for
performance of the obligations of the Party claiming delay shall be extended for a
period of the Enforced Delay; provided, however, that the Party seeking the
benefit of the provisions of this Section 21 shall, within thirty (30) calendar days
after such Party knows or should know of any such Enforced Delay, first notify the
other Party of the specific delay in writing and claim the right to an extension for
the period of the Enforced Delay; and provided further that in no event shall a
period of Enforced Delay exceed ninety (90) calendar days.
22. BINDING EFFECT, SUCCESSORS, ASSIGNMENT AND DELEGATION.
City and Contractor each bind themselves, their partners, successors, assigns
and legal representatives to the other Party and to the partners, successors,
assigns and legal representatives of such other Party in respect to all covenants,
agreements and obligations contained in the Contract. Neither Party shall assign
this Agreement or sublet it as a whole or delegate the duties under the
Agreement, without the written consent of the other Party, nor shall Contractor
assign any monies due or to become due to it without the previous written consent
of City.
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23. ENTIRE AGREEMENT. This Agreement and any attachments and the
Contract Documents represent the entire agreement between City and
Contractor and supersede all prior negotiations, representations or agreements,
either express or implied, written or oral. tt is mutually understood and agreed
that no alteration or variation of the terms and conditions of this Agreement shall
be valid unless made in writing and signed by the Parties. Written and signed
amendments shall automatically become part of the Contract and shall supersede
any inconsistent provision therein; provided, however, that any apparent
inconsistency shall be resolved, if possible, by construing the provisions as
mutually complementary and supplementary.
24. SEVERABILITY. City and Contractor each believe that the execution,
delivery and performance of this Agreement are in compliance with all applicable
laws. However, in the unlikely event that any provision of this Agreement is
declared void or unenforceable (or is construed as requiring City to do any actin
violation of any applicable laws, including any constitutional provision, law,
regulation, or city code), such provision shall be deemed severed from this
Agreement and this Agreement shall otherwise remain in full force and effect;
provided that this Agreement shall retroactively be deemed reformed to the
extent reasonably possible in such a manner so that the reformed agreement (and
any related agreements effective as of the same date) provide essentially the
same rights and benefits (economic and otherwise) to the Parties as if such
severance and reformation were not required. Unless prohibited by applicable
laws, the Parties further shall perform all acts and execute, acknowledge and/or
deliver all amendments, instruments and consents necessary to accomplish and
to give effect to the purposes of this Agreement, as reformed.
25. TIME IS OF THE ESSENCE. Time is of the essence with respect to all
provisions in this Agreement. Any delay in performance by either Party shall
constitute a material breach of this Agreement.
26. CONFLICT OF INTEREST. The Contract is subject to, and may be
terminated by City in accordance with, the provisions of A.R.S. § 38-511.
27. PROHIBITION TO CONTRACT WITH CONTRACTORS WHO ENGAGE
IN BOYCOTT OF THE STATE OF ISRAEL. The Parties acknowledge A.R.S. §§ 35-
393 through 35-393.03, as amended, which forbids public entities from
contracting with Contractors who engage in boycotts of the State of Israel.
Should Contractor engage in any such boycott against the State of Israel, this
17

Agreement shall be deemed automatically terminated by operation of law. Any
such boycott is a material breach of this Agreement.
28. PROHIBITED USE OF FORCED LABOR. In accordance with A.R.S. §
35-394, Contractor hereby certifies and agrees that Contractor does not
currently and shall not for the duration of this Agreement use: (1) the forced labor
of ethnic Uyghurs in the People’s Republic of China; (2) any services or goods
produced by the forced labor of ethnic Uyghurs in the People’s Republic of China;
and/or (3) any suppliers, contractors or subcontractors that use the forced labor
or any services or goods produced by the forced labor of ethnic Uyghurs in the
People’s Republic of China. If Contractor becomes aware during the Term that
Contractor is not in compliance with this Section 28, then Contractor shall notify
the City within five (5) business days after becoming aware of such
noncompliance. If Contractor does not provide the City with written certification
that Contractor has remedied such noncompliance within ninety (90) calendar
days after notifying the City of such noncompliance, this Agreement shall
terminate, except that if the Agreement termination date occurs before the end of
such ninety (90) day remedy period, this Agreement shail terminate automatically.
29. COMPLIANCE WITH FEDERAL AND STATE LAWS. Contractor
understands and acknowledges the applicability of the American with Disabilities
Act, the Immigration Reform and Control Act of 1986 and the Drug Free
Workplace Act of 1989 to the services performed under this Agreement.
As required by A.R.S. § 41-4401, Contractor hereby warrants its compliance with
all federal immigration laws and regulations that relate to its employees and
A.R.S. § 23-214(A). Contractor further warrants that after hiring an employee,
Contractor will verify the employment eligibility of the employee through the E-
Verify program. If Contractor uses any subcontractors in performance of
services, subcontractors shall warrant their compliance with ali federal
immigration laws and regulations that relate to its employees and A.R.S. § 23-
214(A), and subcontractors shall further warrant that after hiring an employee,
such subcontractor verifies the employment eligibility of the employee through
the E-Verify program. A breach of this warranty shall be deemed a material
breach of the Agreement that is subject to penalties up to and including
termination of this Agreement. Contractor is subject to a penalty of $100 per day
for the first violation, $500 per day for the second violation, and $1,000 per day
for the third violation. City at its option may terminate this Agreement after the
third violation. Contractor shall not be deemed in material breach of this
Agreement if Contractor and/or subcontractors establish compliance with the
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employment verification provisions of Sections 274A and 274B of the federal
Immigration and Nationality Act and the E-Verify requirements contained inA.R.S.
§ 23-214(A). City retains the legal right to inspect the papers of any contractor,
consultant, or subcontractor employee who works under this Agreement to
ensure that Contractor or subcontractor is complying with the warranty. Any
inspection will be conducted after reasonable notice and at reasonable times. If
state law is amended, the Parties may modify this paragraph consistent with state
law without effectuating an official amendment to this Agreement. Email
notification of the modification would be sufficient notice.
[Signatures on following page]
19

IN WITNESS WHEREOF Contractor and City have executed this Agreement
as of the date first set forth above.
CONTRACTOR:
WILLMENG CONSTRUCTION, INC., an
Arizona corporation
ORR snes by David J. Laughlin
. N: DAUS, E=diaughlingQwéimeng com,
David J. Laughlin Sires cost Sirs
Date: 2026.09.21 12:43:43-07 00°
By: David J. Laughiin
its: Senior Vice President
CITY:
CITY OF APACHE JUNCTION, ARIZONA,
an Arizona municipal corporation
By: Walter “Chip” Wilson
Its: Mayor
ATTEST:
Evie McKinney
City Clerk
APPROVED AS TO FORM:
EE
922-26
Richard J. Stern
City Attorney