12134-CONTRACT-SIGNED BY VENDOR.PDF

Southwest Justice Courts Architectural Services Page | 1
DBB Professional Services Contract Serial # 12134-ROQ

DESIGN BID BUILD (DBB)
PROFESSIONAL SERVICES CONTRACT
Southwest Justice Courts Architectural Services
Office of Procurement Services
Serial # 12134-ROQ
Contract # 12134-ROQ
C-73-13-040-5-02
Project # 0313-13-1061
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DBB Professional Services Contract Serial # 12134-ROQ

AGREEMENT BETWEEN THE COUNTY OF MARICOPA, ARIZONA
AND DESIGN PROFESSIONAL
-For-
DESIGN, BID-BUILD (DBB)
PROJECT DELIVERY METHOD
THIS AGREEMENT made this _9th__ day of _January__ in the year 2013_.
BY AND BETWEEN THE COUNTY OF MARICOPA, ARIZONA, hereinafter called the "Owner,”
and _Architekton__ hereinafter called the "Design Professional" or “DP.”
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound hereby, do covenant
and agree as follows:
PROJECT NAME: __Southwest Justice Courts Architectural Services_______
PROJECT NUMBER: _0313-13-1061_________________________________
CONTRACT NUMBER: _12134-ROQ_________________________________
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DBB Professional Services Contract Serial # 12134-ROQ

TABLE OF CONTENTS PAGE #
SCOPE OF WORK ..................................................................................... 5
ARTICLE 1: DEFINITIONS ........................................................................ 6
ARTICLE 2: DP SERVICES AND RESPONSIBILITIES ............................. 9
ARTICLE 3: SUBCONSULTANTS ........................................................... 20
ARTICLE 4: OWNER’S RESPONSIBILITIES .......................................... 21
ARTICLE 5: PROJECT MANAGEMENT AND REVIEW PROCEDURE ... 21
ARTICLE 6: BASIS OF COMPENSATION ............................................... 23
ARTICLE 7: PAYMENTS TO DP ............................................................. 24
ARTICLE 9: PERFORMANCE ................................................................. 27
ARTICLE 10: OWNERSHIP OF DOCUMENTS ....................................... 28
ARTICLE 11: ALTERNATE DISPUTE RESOLUTION ............................. 28
ARTICLE 12: SUSPENSION AND TERMINATION .................................. 33
ARTICLE 13: MISCELLANEOUS ............................................................ 33
EXHIBIT ‘A’: HOURLY RATE AND HOURS ............................................ 40
EXHIBIT ‘B ’DP PROPOSAL for SERVICES ............................................ 41
EXHIBIT ‘C’: RECORD DRAWING PROCEDURES ................................ 42
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DBB Professional Services Contract Serial # 12134-ROQ

SCOPE OF WORK
Design Professional (“DP”) shall furnish Architectural and Engineering Services (“A/E Services”)
for the Project and Contract described above, upon issuance by the Director of Maricopa
County Facilities Management Department (“MCFMD”) (“Director”) or Director’s designee of
DP’s Authorization(s) to Proceed.
DP shall furnish: planning, programming, feasibility studies, Statements of Probable
Construction Cost, partial or complete design services, including preparation of bidding and
construction documents, construction contract administration and observation, review of
Contractor Change Order Requests, issuance of Construction Change Orders, review of
Baseline and updated Construction Schedules, review work prepared by other professional
consultants and the Contractor, building commissioning, and other miscellaneous A/E Services
that may be required and are authorized by Owner.
The Director or Director’s designee may issue an Authorization to proceed to encompass entire
Basic Services (as defined in Section 2.2 herein) for a project, or for a portion of Basic Services,
or for discretionary tasks as specified in Sections 2.3 herein Additional Services or 2.4 herein
Reimbursable Services, or any combination thereof.
The fees to be paid by Owner for the A/E Services shall be:
A lump sum, not to exceed (See Section 6.1 herein). (Exhibit ‘B’). However, DP shall
provide Hourly Rates and Hours (by phase and service). (See Section 6.2 herein Exhibit ‘A’) for
reference in the event of added services or change orders.
The Director or Director’s designee will confer with DP before any Authorization to Proceed is
issued to DP to discuss the scope of the A/E Services covered by the forthcoming Authorization,
the time to complete the A/E Services and the fee for those A/E Services, provided that, where
no agreement is reached as to the fee for a particular Authorization to Proceed, payment for
those A/E Services will be made in accordance with Section 6.1.
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DBB Professional Services Contract Serial # 12134-ROQ

ARTICLE 1: DEFINITIONS
1.1 ADDITIONAL SERVICES: Those A/E Services specified in Section 2.3.
1.2 AS-BUILT DRAWINGS: The As-Built Drawings shall consist of a set of drawings which clearly
indicate all field changes (modifications, additions and deletions) that were made to the Contract
Documents to adapt to field conditions and field changes. Such drawings shall include but not be
limited to all new and existing buried and concealed installation of piping, conduit and utility services
identified and/or field-surveyed in the course of design through construction. All buried and
concealed items both inside and outside the facility shall be accurately located on the As-Built
Drawings as to depth, size and material and in relationship to not less than two permanent features
such as interior or exterior wall faces. The As-Built Drawings shall be clean and all changes,
corrections, and dimensions shall be indicated in a neat and legible manner and fully comply with the
format guidelines prescribed in attached Exhibit ‘C. One (1) hard-copy set of the As-Built Drawings
shall be submitted to the Owner with submittal of the Record Drawings. See Section 1.26 below for
“Record Drawings”, which are a different set of drawings.
1.3 AUTHORITY HAVING JURISDICTION: The Maricopa County Planning and Development
Department, the State Fire Marshal, the State Elevator Inspector and any Arizona municipal
corporation within which the Project is situated.
1.4 AUTHORIZATION TO PROCEED: A document issued by the Director or Director’s designee to DP
authorizing the performance of specific professional services, and stating the time for completion
and the amount of fee authorized for such services.
1.5 BASIC SERVICES: Those A/E Services defined in Section 2.2.
1.6 CHECK SET: A set of drawings that have been checked for errors and discrepancies between the
design disciplines.
1.7 CONSTRUCTION DOCUMENTS: The documents prepared by DP and their Subconsultants and
referred to in Section 2.2 of this Agreement to be used for permitting and construction of the Project.
1.8 CONSTRUCTION PROJECT MANAGER: An employee of Owner or agent of the Owner assigned
by the Director to monitor the construction and design services to be performed under this
Agreement and the construction of the Project as a direct representative of Owner. The Director
reserves the right, not to assign a Construction Project Manager to the project. In such case the
Owner’s Project Manager will assume all Owner responsibilities for the project.
1.9 CONTRACT DOCUMENTS: This Agreement, the DP proposal, the Construction Contract for this
Project (with its attachments), the Drawings and Project Specifications and Construction Documents
and exhibits and documents related thereto or contemplated thereby, as well as all Addenda,
Amendments and Change Orders related to each with respect to the Project and all changes to said
documents issued by Owner after execution of this Agreement.
1.10 CONTRACT TIME: The time between the date when the Notice to Proceed is issued to the
Construction Contractor and Final Completion of the Work.
1.11 CONTRACTOR: An individual, partnership, corporation, association, joint venture, or any
combination thereof, which has entered into a contract with Owner for construction of County of
Maricopa, Arizona, facilities and all incidents thereto.
1.12 COUNTY MANAGER: The chief executive officer of Owner.
1.13 DAY: Shall mean a calendar day.
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DBB Professional Services Contract Serial # 12134-ROQ

1.14 DEFERRED SUBMITTALS: Design deferred to the Contractor by the DP for completion of the
design due to the complexity and associated Code impacts. Typical Deferred Submittals may
include Curtain Wall Systems, Stairs, Precast, Fire Alarm, and Fire Protection System. DP shall
provide a list of recommended Deferred Submittals to the Owner for approval prior to presenting
their proposal for design services under this contract.
1.15 DESIGN DEVELOPMENT DOCUMENTS: The drawings, outline specifications and other
documents to delineate and describe the size and character of the entire Project as to civil,
structural, mechanical, plumbing, fire alarm and fire protection, electrical systems, landscaping,
construction and finish materials and other items incidental thereto, and as required by the Project
Manager.
1.16 DESIGN PROFESSIONAL (“DP”): The individual, partnership, LLC, professional association
corporation, association, joint venture, or any combination thereof, of properly registered
professional architects and/or engineers, that has entered into the Agreement to provide
professional services to Owner. DP is the prime Project professional as defined in the Rules
issued by the Arizona Board of Technical Registration.
1.17 DIRECTOR OF THE FACILITIES MANAGEMENT DEPARTMENT: The Director of the Facilities
Management Department of the County of Maricopa, Arizona having the authority and
responsibility for management of the specific project(s) to be carried out under this Agreement.
From time to time the Director may act through a Director’s designee.
1.18 FINAL CONSTRUCTION DOCUMENTS: A complete and accurate set of drawings and
specifications advancing the content of the Design Development documents so as to allow the
permitting and construction of the Project.
1.19 INSPECTOR: An employee or consultant assigned by the Project Manager or Construction Project
Manager to make observations of Work performed by a Contractor.
1.20 MAXIMUM COST LIMIT: The maximum amount budgeted by Maricopa County for the total cost of
the construction of the Work on the Project.
1.21 OWNER: The Owner is Maricopa County Facilities Management Department (FMD), the public
body which is a party hereto and the entity for which this contract is to be performed. In all
respects hereunder, Owner’s performance is pursuant to Owner’s position as Owner of the
Project. In the event Owner exercises its regulatory authority as a governmental body, the exercise
of such regulatory authority and the enforcement of any rules, regulations, codes, laws and
ordinances shall be deemed to have occurred pursuant to Owner’s authority as a governmental
body and shall not be attributable in any manner to Owner as a party to this contract.
1.22 PAYMENT APPLICATION: The certified form submitted by the Contractor requesting payment for
construction work to be reviewed by DP and approved by the Construction Project Manager.
1.23 PROJECT: The scope of construction, alteration or repair, and all services and incidents thereto,
of a County of Maricopa, Arizona facility as contemplated and budgeted by Owner.
1.24 PROJECT DEVELOPMENT SCHEDULE: A written document providing the proposed completion
date of each Phase of the Project through design, bidding, construction and proposed date of
occupancy by Owner.
1.25 PROJECT MANAGER: An employee of Owner or agent of the Owner assigned by the Director to
monitor the services to be performed under this Agreement and the construction of the Project as
a direct representative of Owner.
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DBB Professional Services Contract Serial # 12134-ROQ

1.26 RECORD DRAWINGS: Record Drawings are the official record drawings that document what was
constructed. The DP shall prepare Record Drawings from the As-Built documents for the Project.
The DP shall provide to Owner one (1) set of Record Drawings as a printed, hard-copy full-sized
set with one (1) corresponding set of digital media containing the complete Construction Drawings
for the Project in AutoCAD complying with the guidelines prescribed in attached Exhibit ‘C’. The
resulting image produced on the viewing screen shall include all of the kinds of information that is
visible on full-sized originals approved for permit and issued for construction. These provisions
apply to all projects conducted at Maricopa County. All electronic media with As-Built or Record
Drawings MUST be in AutoCAD of BIM format (consistent with guidelines in attached Exhibit ‘C’)
with matching PDF.
1.27 SCHEMATIC DESIGN DOCUMENTS: The drawings and other documents illustrating the scale
and relationship of the Project components including the selection of materials, systems, and
equipment, as well as initial program drawings and documents that establish and describe the size
and character of the Project as to architectural, structural, mechanical, electrical, plumbing, and
fire alarm and fire protection systems, materials and additional engineering services as deemed
necessary by the Owner and DP to produce a complete and accurate set of drawings and
specifications for the permitting and construction of the Project.
1.28 SCHEMATIC DESIGN STUDIES: Site and floor plans, elevations, sections and other items as
required by the Project Manager and shall show the scale and relationship of the parts and the
design concept of the whole.
1.29 STATEMENT OF PROBABLE CONSTRUCTION COST: A summary of the estimated cost of the
building(s) including wastewater, storm water, drainage, parking, lighting and landscaping with
fixed equipment, construction contingency allowance, escalation factors adjusted to the estimated
bid date, movable equipment (if any), contingencies (if any), utility service extensions (if
applicable), and a funding allocation evaluation comprised of a brief description of the basis for
estimated costs (similar projects) with square foot costs adjusted to bid date, and a preliminary
evaluation of the Project and the allocated construction funds in terms of each other.
1.30 SUBCONSULTANT: A person or organization of properly registered professional architects and/or
engineers, who has entered into an agreement with DP to furnish professional services for a
project or task, described under Basic Services or a task described under Additional Services or
Reimbursable Costs.
1.31 SUBSTANTIAL COMPLETION: That date on which, as certified in writing by DP, the Work, or a
portion thereof designated by the Construction Project Manager is at a level of completion in
substantial compliance with the Contract Documents and has satisfied all requirements in the
Project Specifications and other Contract Documents such that all conditions of permits and
authorized authorities having jurisdiction have been satisfied and Owner or Owner’s designee can
enjoy beneficial use and occupy and can use or operate in all respects for its intended purposes.
1.32 WORK: The entire construction or various separately identifiable parts thereof required to be
furnished under the Contract Documents. Work is the result of performing services, furnishing
labor and furnishing incorporating materials and equipment into the construction, all as required by
the Contract Documents.
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DBB Professional Services Contract Serial # 12134-ROQ

ARTICLE 2: DP SERVICES AND RESPONSIBILITIES
2.1 SUSTAINABILITY:
2.1.1 The Project shall comply with designated Maricopa County goals for sustainability. The
project shall incorporate “green” building practices to achieve the highest efficiency
standards reasonable to reduce operating costs via energy savings; improve worker
productivity; and reduce potential liability resulting from indoor air quality problems.
2.2 BASIC SERVICES:
DP agrees to provide complete professional A/E Services set forth in the five (5) phases of design
process enumerated below, including Code-compliant architectural, civil, structural, mechanical,
electrical engineering, plumbing, fire protection systems, landscape design and other engineering
services normally required for a project of this specific type, hereinafter collectively called "Basic
Services," as follows:
2.2.1 Phase I - Programming and Schematic Design:
2.2.1.1 DP shall confer with the Director or the Director’s designee to establish the
Program or program verification, consisting of a detailed listing of all functions
and spaces together with the square footage of each assignable space, gross
square footage, and a description of the relationships between and among the
principal programmatic elements. Based upon Owner’s input, DP shall establish
a design concept which shall incorporate environmental and visual elements.
Design of the Project is to include wastewater, storm water, drainage, parking,
lighting and any other design element necessary to complete the facility.
2.2.1.2 DP shall prepare and present, for approval by Owner, a Design Concept and
Schematics Report, comprising the Schematic Design Studies, including an
identification of any special requirement affecting the Project, a Project
Development Schedule and Statement of Probable Construction Cost, All
presentations shall be made to FMD and approved prior to any presentations to
the end user or stakeholders. This includes changes in scope and cost
estimates. Written approval from FMD is required prior to the release of any
information to the end user or stakeholders.
2.2.1.2.1 Schematic Design Documents shall consist of but not be limited to
site and floor plans, elevations, sections, etc., as required by the
Project Manager and the scale of the relationship of the parts and
design concept of the Project and shall also include a review of all
Building Codes and applicable laws to determine compliance,
scheduling and construction budget information.
2.2.1.2.2 Schematic Design Studies shall consist of but not be limited to site
and floor plans, elevations, sections, etc. as required by the Project
Manager and shall show the scale and relationship of the parts and
the design concept of the whole.
2.2.1.2.3 The Project Development Schedule shall define the proposed
completion date of each Phase of the Project through design,
bidding, construction, and proposed date of occupancy by Owner.
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2.2.1.2.4 Statements of Probable Construction Cost shall include a summary
of the estimated cost of the building(s) including fixed equipment, ,
escalation factors adjusted to the estimated bid date, movable
equipment (if any), contingencies (if any), alternates, utility
improvement, utility service extensions (if applicable), and any offsite
utilities included in the Scope of Work and applicable sales tax.
2.2.1.3 DP shall submit four (4) hard copies, one (1) electronic media set (in PDF
format, but generated from AutoCAD files complying with guidelines per Exhibit
‘C’) on disk of all documents required under this Phase I, without additional
charge, for approval by Owner. DP shall not proceed with the next Phase II until
the documents have been approved by Owner and a written Authorization to
Proceed with the next phase of the design has been issued by the Director or
Director’s designee.
2.2.1.4 DP shall prepare an energy efficiency study necessary to comply with all
applicable mechanical and electrical codes, requirements and standards for
Owner and the State of Arizona. The study shall also comply with the Maricopa
County Goals for Sustainability.
2.2.2 Phase II - Design Development:
2.2.2.1 Working from the previously approved Schematic Design documents, DP, shall
prepare and present, for review and approval by Owner, the Design
Development Documents, comprising the drawings, outline specifications and
other documents to delineate and describe the size and character of the entire
Project as to architectural, civil, structural, mechanical, fire alarm, fire protection,
plumbing and electrical systems, landscaping, construction materials and finish
materials. DP shall be required to make at least one (1) presentation of the
Design Development Documents to Owner. As and if requested by the Project
Manager, Subconsultants engaged by DP shall attend this presentation to
explain the design concept of their respective systems. All presentations shall
be made to FMD and approved prior to any presentations to the end user or
stakeholders. This includes changes in scope and cost estimates. Written
approval from FMD is required prior to the release of any information to the end
user or stakeholders.
2.2.2.2 At this Phase II presentation, DP shall also submit an Updated Statement of
Probable Construction Cost. If the Updated Statement of Probable Construction
Cost exceeds the Maximum Cost Limit, appropriate cost or scope reduction
recommendations must be included by DP in the recommendation at no cost to
Owner.
2.2.2.3 DP shall submit four (4) hard copies, one (1) electronic media set (in PDF
format, but generated from AutoCAD files complying with guidelines prescribed
in Exhibit ‘C’) on disk of all documents required under this Phase, without
additional charge, for approval by Owner, and DP shall not proceed with the
next Phase of the design until Owner has approved the documents and a written
authorization for the next Phase has been issued.
2.2.2.4 If requested by the Project Manager, DP shall prepare Finish Material Sample
boards as necessary to review the color selections of all finish materials with the
Project Manager and DP will furnish the approved colors to Owner within a
timeframe acceptable to the Project Manager. This shall be done in a timely
manner so as to not delay Project progress.
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DBB Professional Services Contract Serial # 12134-ROQ

2.2.3 Phase III - Construction Documents Development:
Working from the approved Design Development Documents and in accordance with
Owner’s format, DP shall prepare for approval by Owner Construction Documents,
setting forth in detail all requirements necessary for the permitting, bidding and
construction of the Project. DP is responsible for full compliance of the design and the
Construction Documents with all applicable codes of building officials or entities having
jurisdiction and shall opine to Owner that the Project can be constructed within the
Maximum Cost Limit set by Owner for the Construction Cost.
2.2.3.1 50% Construction Documents Submittal:
DP shall make a 50% Construction Documents submittal, for approval by Owner,
which submission shall include:
2.2.3.1.1 Four (4) hard copies and one (1) electronic media set of all drawings
(AutoCAD complying with guidelines prescribed in Exhibit ‘C’ with
matching PDF) and specifications (complying with designated
products / materials / systems prescribed by the Owner).
2.2.3.1.2 A complete index of every drawing sheet, to become part of the
Construction Documents, including DP's evaluation of the individual
percentage completion of each sheet at this stage.
2.2.3.1.3 DP shall, in the preparation of the Project Specifications, use the
most recent edition of CSI Standards promulgated by the
Construction Specifications Institute and these technical
specifications shall not be merely outline specifications as were
submitted during the Design Development phase. Specification
content shall be coordinated in conjunction with prescribed products /
materials / systems of the Owner, as identified during Design
Development.
2.2.3.1.4 An updated Statement of Probable Construction Cost, as determined
by DP as indicated by time factor, changes in requirements, or
general market conditions, and an updated Project Development
Schedule.
An Authorization to Proceed with the completion of Phase III will not
be issued by the Director or Director’s designee if the latest
Statement of Probable Construction Cost exceeds the Maximum
Cost Limit, unless Owner increases the Maximum Cost Limit or DP
and Owner mutually agree on methods of cost reduction sufficient to
enable construction of the Project within the funds available.
2.2.3.1.5 DP may also be authorized by Owner to include in the Construction
Documents approved additive alternate bid items to permit Owner to
award a Construction Contract within the limit of budgeted amount.
2.2.3.2 DP shall not proceed with further design until written approval from the Director
or Director’s designee is received on the 50% Construction Documents check
set and a Statement of Probable Cost DP shall make all needed changes to the
documents and resolve all questions indicated on the documents. The 50%
complete Check Set shall be returned to Owner.
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DBB Professional Services Contract Serial # 12134-ROQ

2.2.3.3 At 90% completion of the Construction Document phase, DP shall deliver four
(4) hard copies, one (1) electronic media set (AutoCAD complying with
guidelines prescribed in Exhibit ‘C’ with matching PDF) on disk of the
Construction Documents and complete sets of Project Specifications and other
required documents intended for permitting and construction to Owner for
distribution to Building Officials or entities for review and approval. Owner will
provide final review comments to DP. Owner and the Project Manager will
define 90% completion for DP. The Director or the Director’s designee may
require that DP furnish a detailed estimate of the cost of construction at this
point in the process as a reimbursable expense. DP shall not proceed to the
100% Construction Document Phase until authorized in writing by Owner to do
so.
2.2.3.4 100% Construction Documents Submittal:
2.2.3.4.1 Upon 100% completion of the Construction Documents, DP shall
submit to Owner four (4) hard copies, one (1) electronic media set
(AutoCAD complying with guidelines prescribed in Exhibit ‘C’ with
matching PDF) and one (1) electronic BIM model on disk of Check
Sets of the drawings, specifications, reports, programs, etc., together
with a final, updated Statement of Probable Construction Cost or,
when specifically authorized by the Director as a reimbursable
expense, a Detailed Estimate of Cost. The Construction Documents
100% submittal shall consist of six (6) full-size sets of drawings,
three (3) 11”x17” size set(s) of drawings and six (6) sets of Project
Specifications for Owner to review on disk. These sets with
resolution of comments from this review incorporated into the
documents shall establish completion of the 100% Construction
Documents. Once approved by Owner, the 100% Construction
Documents shall become the Approved 100% Construction
Documents and shall not be altered, modified or revised without
Owner’s prior written consent.
2.2.3.4.2 DP shall make all required changes or additions and resolve all
questions on the documents. The 100% complete Check Set shall be
returned to Owner. Upon final approval by Owner, DP shall furnish
one copy of all Drawings and Project Specifications, along with an
electronic copy to Owner without additional charge to Owner.
2.2.3.4.3 DP shall be responsible for preparing and filing the documents
required for approval by governmental authorities having jurisdiction
over the Project and in obtaining certifications of "permit approval" by
such reviewing authorities prior to printing of the Bid Documents. DP
shall make the original documents available to Owner for
reproduction of additional copies as may be required for bid
solicitation and/or construction purposes.
2.2.3.4.4 DP expressly warrants that the Drawings and Project Specifications
and Construction Documents for the Project have been prepared by
DP and the Subconsultants of DP by exercising their professional
skills with care and diligence and in a reasonable non-negligent
manner consistent with the standard of care of like professionals in
Maricopa County, Arizona.
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DBB Professional Services Contract Serial # 12134-ROQ

2.2.3.4.5 DP shall be responsible for the cost of any additional design, studies
and reports, field layout testing, construction and administrative and
supervision necessary to correct errors and omissions caused by or
attributable to DP and for any costs, loss or damages incurred by
Owner as a result of any additional design or construction costs
caused by such DP errors or omissions that fall outside the
applicable standard of care.
2.2.3.4.6 DP agrees it shall be held responsible for the cost of remedial or
corrective actions required as a result of DP errors and omissions in
the Construction Documents that do not comply with the standard of
care.
2.2.4 Phase IV – Public Bidding and Award of Contract:
2.2.4.1 Bid Documents Approvals and Printing:
2.2.4.1.1 Upon receipt of all necessary permit approvals of the Construction
Documents, and approval by Owner of the most recent Statement of
Probable Construction Cost from DP, DP shall assist Owner in
soliciting bids and awarding a construction contract.
2.2.4.1.2 Owner may have the drawings and specifications printed for bid
solicitation purposes, either through its open and ongoing agreements
with printing firms or as a reimbursable service through DP.
2.2.4.2 Issuance of Solicitation Documents, Addenda and bid opening:
2.2.4.2.1 In addition to fulfilling statutory advertising requirements, Owner shall
issue a notice to prospective bidders informing them how to obtain
solicitation documents.
2.2.4.2.2 DP shall prepare addenda to the solicitation documents, if any are
required, for Owner to issue same to all prospective respondents. No
such addendum shall be issued without Owner's approval.
2.2.4.2.3 DP shall be present at the solicitation opening, with Owner's
representatives, to assist as needed.
2.2.4.3 Should the lowest responsive, responsible Base Bid received exceed the
Maximum Cost Limit, Owner may:
2.2.4.3.1 approve the resulting increase in Project cost and award the
contract, or
2.2.4.3.2 reject all responses and re-solicit for the contract within a reasonable
time with no change in the Project, or
2.2.4.3.3 in accordance with A.R.S. § 34-104.E, direct DP at no added cost to
Owner to revise the Project scope or quality, or both, as approved by
Owner, and then re-solicit the contract, or
2.2.4.3.4 Abandon or suspend the Project per Article 12 below.
2.2.5 Phase V – Observation and Administration of the Construction Contract:
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DBB Professional Services Contract Serial # 12134-ROQ

2.2.5.1 The Construction Phase of the Project will commence with the award of the
Construction Contract and will end when final payment is made by Owner.
During this period, DP shall observe and provide administration of the
Construction Contract only as set forth in the Construction Contract and other
Contract Documents and as provided herein.
2.2.5.2 During the Construction Phase, DP shall advise and consult with Owner and
shall have authority to act on behalf of Owner only as set forth herein and to the
extent provided in the Construction Contract, incorporated by this reference.
2.2.5.3 DP shall visit the site at least weekly and at such times as requested by the
Construction Project Manager, and at all key construction events, DP's
Subconsultants shall visit the site weekly, to ascertain the progress of the
Project and to determine in general if the Work is proceeding in accordance with
the Contract Documents. On the basis of on-site observations, DP shall
endeavor to guard Owner against defects and deficiencies in the Work. DP shall
notify Owner of any non-compliant work discovered during the site visits. DP will
not be required to make extensive inspections or provide continuous daily on-
site inspections to check the quality or quantity of the Work unless otherwise set
forth in this Agreement.
DP is not responsible for the Contractor’s construction means, methods,
techniques, sequences or procedures, or for safety precautions and programs in
connection with the performance of the Work, nor will DP be held responsible
for the Contractor's or Subcontractors', or any of their agents’ or employees’,
failure to perform the Work in compliance with the Contract Documents.
2.2.5.4 DP shall furnish Owner with a written report of all observations of the Work
made by DP during each visit made to the Project. DP shall keep a log of all
non-compliant work and shall keep track of all such issues to resolution. DP
shall also state in the log the final resolution action and the date correction was
made. DP shall also note the general status and progress of the Work and
submit same in a timely manner or more often if requested by the Construction
Project Manager. DP shall ascertain that the Contractor is making timely,
accurate, and complete notations on its As-Built Drawings as the Work
proceeds by reviewing the Contractor’s As-Built Drawings on a monthly basis
and providing written confirmation to the Owner.
2.2.5.5 Based on observations at the site and consultation with the Construction Project
Manager, DP shall determine the amount due the Contractor in progress
payments and shall recommend approval or disapproval of amounts applied for
by executing AIA Form G702. This recommendation shall constitute a
representation by DP to Owner that, to the best of DP's knowledge, information
and belief, the Work has progressed to the point indicated in the pay application
and the quality and quantity of the Work is in compliance with the Contract
Documents subject to:
2.2.5.5.1 an evaluation of the Work for compliance with the Contract
Documents upon Substantial Completion,
2.2.5.5.2 the results of any subsequent tests required by the Contract
Documents,
2.2.5.5.3 minor deviations from the Contract Documents correctable prior to
Project completion, and
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2.2.5.5.4 any specific qualifications stated in the Payment Application.
2.2.5.6 If Owner elects to withhold, in whole or in part, any progress payment to
Contractor, DP may be requested to assist Owner in preparation of specific
written findings about the deficiency in the Work and in calculating the
reasonable cost necessary to correct the deficient work and complete same.
2.2.5.7 DP shall be the initial interpreter of the requirements of the Contract Documents
and the initial judge of the performance thereunder. DP shall render written
interpretations necessary for the proper execution or progress of the Work with
reasonable promptness on written request of either Owner or the Contractor. If
revisions to the Drawings and/or Project Specifications become necessary, DP
shall make a written proposal as to the cost unless the need for revision is
attributable to DP.
2.2.5.8 DP shall render written recommendations, within a reasonable time, on all
claims, disputes and other issues or matters in question between Owner and the
Contractor relating to the execution or progress of the Work or the interpretation
of the Contract Documents. The Director or Director’s designee shall make final
decision regarding interpretations or disputes related to or arising therefrom.
2.2.5.9 Such interpretations and recommendations of DP shall be consistent with the
intent of and reasonably inferable from, the Contract Documents and shall be in
written form with graphics supplementation if helpful. In the capacity of
interpreter, DP shall endeavor to secure faithful performance of the Contract by
both Owner and the Contractor, and shall not show partiality to either.
2.2.5.10 DP shall have authority to recommend rejection of Work which does not
conform to the Contract Documents. Whenever, in DP's reasonable opinion, it
is necessary or advisable to insure compliance with the Contract Documents,
DP will recommend special inspection or testing of any Work deemed to be not
in compliance with the Contract Documents, whether or not such Work has
been fabricated and delivered to the Project, or installed and completed but
such inspection or testing may only be authorized by Owner. DP shall provide
such normal mechanical, plumbing, electrical, structural, landscape or other
related inspection expertise and services as is necessary from time to time to
determine compliance with the Construction Contract.
2.2.5.11 DP shall review and return all submittals, shop drawings, samples, deferred
submittals and other submissions of the Contractor for conformance with the
design concept of the Project and for compliance with the Contract Documents
within fourteen (14) days from receipt.
2.2.5.12 DP shall respond to all Requests for Information or Clarification from
Contractor or Owner within seven (7) days from receipt and shall do so with
graphic supplementation when requested. All reviews are to be conducted in a
timely manner so as to not delay progress of the construction. Changes to or
substitution of Contract Documents shall not be authorized without the written
concurrence of Owner.
2.2.5.13 DP shall issue a Proposal Request (PR) and a Potential Change Order (PCO)
for each revision to the contract but only after consulting with and with the
agreement of the Construction Project Manager. The DP shall review and
make recommendations to the Construction Project Manager on all Change
Order Requests submitted by the Contractor prior to responding to the
Contractor. DP shall review and negotiate all Change Order Requests
submitted by the Contractor and recommend acceptable changes to the
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Construction Project Manager for final approval. Upon approval by the
Construction Project Manager the DP shall issue a Change Order for the
required approvals. DP shall review all Contractor requests for time extensions
and make recommendations to the Construction Manager before responding to
the Contractor. .DP may issue supplemental instruction or interpretation of the
Contract Documents or order minor changes in the Work so long as they
involve no change in Contract Time or Contract Price.
2.2.5.14 Upon receipt of the Contractor's Request for Substantial Completion with
Contractor’s Punch List attached, DP shall, prior to occupancy by Owner,
confirm and recommend to the Owner that the project is substantially complete
in accordance with the Contract requirements. Upon Owner written
concurrence, DP shall develop a complete, final punch list of any remaining
defects and discrepancies in the Work. The punch list shall be created with the
Owner’s involvement and include Owner’s comments. The complete punch list
shall be attached to the DP Certificate of Substantial Completion. DP shall be
responsible for all punch list back-checks and confirmation of full and
satisfactory performance before DP recommends to the Owner that a Final
Acceptance and final payment be made to the Contractor.
2.2.5.15 For Substantial Completion, DP shall obtain from the Contractor all guarantees,
Operation and Maintenance manuals for equipment, releases of claims and
such other documents and certificates as may be required by applicable codes,
laws, and the Project Specifications, review them for compliance with Contract
requirements, and deliver them to Owner if in compliance.
2.2.5.16 DP shall provide assistance in obtaining the Contractor's compliance with the
Contract Documents relative to 1) initial instruction of Owner's personnel in the
operation and maintenance of any equipment or system, 2) initial start-up and
testing, adjusting and balancing of equipment and systems, 4) final clean-up of
the Project.
2.2.5.17 During all phases of the Project, DP shall notify Owner in writing of all conflicts
between the Plans and Specifications and/or Contract Documents and any
laws, codes, ordinances, rules, regulations and restrictions that come to the
attention of DP or should have reasonably come to DP’s attention with the
exercise of due care.
2.2.5.18 DP shall prepare and submit to Owner weekly and/or monthly reports, as
required by the Construction Project Manager, throughout the Construction
Phase of the Project. The reports shall provide the current status of activities of
DP, Contractor, subcontractors, Consultants, Subconsultants, and others
whose activities affect the Project. The reports shall also include a copy of the
log on all non-compliant work and all resolution information.
2.2.5.19 For both Basic and Additional Services, DP shall prepare Record Drawings and
provide to Owner one (1) printed hard-copy full-size set of Record Drawings,
signed and sealed by the DP and the Subconsultants for their respective
disciplines, with one (1) corresponding set of digital on computer magnetic
media containing the complete drawings for the Project in AutoCAD and in
PDF. The image on screen shall include all title blocks, borders, details, and all
notes that are visible on the full-sized originals. Each sheet provided shall
indicate it is a Record Drawing. DP shall also prepare a simplified version of all
approved Egress Plans in the Drawings used in the permit approval process
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and provide such to Owner upon request for purposes of installation of
evacuation / exiting diagrams in the completed Project. DP acknowledges that
the quantity thereof and extent of depicted information may be determined by
the Authority Having Jurisdiction over the Project.
2.2.5.20 In connection with Final Acceptance and final payment, DP shall inspect the
Work and determine:
2.2.5.20.1 Whether the Contractor has satisfactorily completed or corrected all
items on the punch list attached to the Request for Substantial
Completion;
2.2.5.20.2 Whether the work complies with i) the Contract Documents, and ii) all
applicable laws, building codes or authorities having jurisdiction;
2.2.5.20.3 Whether required inspections by building officials have been
completed; and
2.2.5.20.4 In consultation with Owner, whether the Work is finally complete.
If the Work is not finally complete, the process as set forth above shall be
repeated until such time as the Work is finally completed in compliance with the
Contract Documents. DP shall also incorporate As-Built Drawings as defined in
Article 1, above, into the Record Drawings prior to Final Acceptance.
2.2.5.21 DP shall assist Owner in conducting a post-construction inspection at least
thirty (30) days prior to the expiration of the one-year post-construction
warranty period to identify deficiencies and warranty-related problems. DP shall
note, prepare and submit to Owner a written report on all faults, deficiencies or
warranty problems observed.
2.2.6 Maximum Cost Limit:
If at any time during Phases I through V of the Basic Services (or during any Additional
Services) the latest Statement of Probable Construction Cost submitted by DP exceeds
Owner’s Maximum Cost Limit, DP shall, at no additional cost to Owner, revise the Design
Documents to bring the Project costs within the Maximum Cost Limit. Such revised
Design Documents must be completed by DP within the time period designated in writing
by the Project Manager. The Maximum Cost Limit for the Work is not to be changed
unless amended by Maricopa County.
2.3 ADDITIONAL SERVICES:
2.3.1 The Additional Services listed below are beyond the scope of the Basic Services as same
are defined in this Agreement, and if authorized in advance by an appropriate written
directive from the Director or Director’s designee, will be compensated for by lump sum
agreed to by Owner under Section 6.1.1.1, below, or at the hourly rate as provided under
Section 6.1.2 hereof.
2.3.1.1 Special analyses of Owner’s needs, and special detailed programming
requirements for the Project authorized by Director or Director’s designee.
2.3.1.2 Financial feasibility, life cycle costing or other special studies.
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2.3.1.3 If not provided for in Basic Services or in Owner’s own program, planning
surveys, site evaluations, or comparative studies of prospective sites as
authorized by Director or Director’s designee.
2.3.1.4 Design services relative to future facilities, systems and equipment which are
not intended to be constructed as part of the Project.
2.3.1.5 Providing services to investigate existing conditions of facilities or to make
measured drawings thereof, after DP has expended an amount of time deemed
to be the normal requirement for renovation and alteration projects.
2.3.1.6 Detailed Estimates of Construction Cost consisting of quantity surveys itemizing
all material, equipment and labor required for the Project.
2.3.1.7 Excluding all equipment, materials, supplies and related items included in the
Construction Contract, design services required for or in connection with the
selection of furniture or furnishings or fixtures.
2.3.1.8 Investigation and making detailed appraisals and valuations of existing facilities,
and surveys or inventories in connection with construction performed by Owner.
2.3.1.9 Any additional special professional services (other than the customary
architectural, civil, structural, geo-technical, mechanical, plumbing, fire alarm,
fire protection, security, electrical engineering and landscape design services)
as may be required for the Project, including but not limited to: acoustical, food
service, theatrical, electronic, telephone/data, artists and sculptors.
2.3.1.10 The services of one or more full-time Project Field Representatives during
construction as deemed appropriate and as approved and authorized in
advance by the Project Manager.
2.3.1.11 Extended assistance beyond that provided under Basic Services for the initial
start-up, testing, adjusting and balancing of any equipment or system;
commissioning; extended training of Owner’s personnel in operation and
maintenance of equipment and systems, and consultation during such training;
and preparation of operating and maintenance manuals, other than those
provided by the Contractor, subcontractor, or equipment manufacturer.
2.3.1.12 A/E Services concerning replacement of any Work damaged or built in non-
compliance with the Contract Documents, providing the cause for such non-
compliance is determined by Owner to be other than by fault of DP or beyond
control of DP.
2.3.1.13 Making major revisions changing the scope of the Project, to Drawings and
Project Specifications, when such revisions are inconsistent with written
approvals or instructions previously given by Owner and are due to causes
beyond the control of DP. (Major revisions are defined as those changing the
scope and arrangement of spaces and/or scheme and/or any significant portion
thereof.)
2.3.1.14 Preparing to serve or serving as an expert witness in connection with any
public hearing, arbitration or legal proceeding, providing, however, that DP
cannot testify or give evidence against Owner in any matters during the course
of providing services under this Agreement
.
2.3.1.15 Providing services after Final Completion and final payment to the Contractor,
other than those called for under this Agreement.
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2.3.1.16 Additional Observation and Administration, in the event the time period of
Observation of DP under Basic Services exceeds the Contract Time for the
Work by more than 15%, and only if the delay in completion of the Work is in
the opinion of Owner beyond the control of DP and the Additional Observation
and Administration is approved by the Construction Project Manager.
2.3.1.17 Renderings, sketches, models or photographs to further convey the proposed
design concept to the Owner.
2.3.1.18 Any other services not otherwise included in this Agreement.
2.3.2 Failure to timely perform any part of requested Additional Services identified in this
Agreement shall be a breach of the Agreement and Owner may, in its sole discretion,
without liability, contract with others to perform those services and the cost for those
services by others incurred by Owner shall be borne by DP, if the DP had agreed to
perform those services within the time frame mutually agreed upon when authorized to
proceed with them.
2.3.3 DP shall not perform any services not covered by this Agreement and any such services
performed by DP without prior written authorization shall be at DP’s own risk and cost.
DP hereby agrees that in the absence of written prior authorization, DP’s work will be at
its own risk, cost, and expense and DP agrees that, without such prior written
authorization, DP will make no claim for compensation for unauthorized services.
2.4 REIMBURSABLE COSTS:
Reimbursable Costs are those items that are authorized by Owner in writing for payment in
addition to the Basic and Additional Services and consist of actual expenditures (as verified by
invoices) made by DP and its Subconsultants in the interest of the progress of Work and in
accordance with the County’s Contractor Travel Policy (MM0030) for the following purposes:
2.4.1 Identifiable transportation expenses in connection with the Project to locations outside the
Maricopa County area or from locations outside the Maricopa County area will not be
reimbursed unless specifically pre-authorized in writing by the Project Manager.
2.4.2 Meals and lodging expenses will not be reimbursed for temporarily relocating DP’s
employees from one of DP’s offices to another office if the employee is relocated for
more than ten (10) consecutive working days. Lodging will be reimbursed only for room
rates equivalent to Federal governmental lodging.
2.4.3 Identifiable communication expenses approved by the Project Manager, long distance
telephone, courier and express mail between DP’s various permanent offices. DP’s field
office at the Project site is not considered a permanent office.
2.4.4 Cost of printing, reproduction or photography will be paid for by the Owner through a third
party printing firm. The DP will be responsible for its own incidental printing related to the
project.
2.4.5 Identifiable testing costs approved by Project Manager.
2.4.6 All Permit fees paid to regulatory agencies for approvals directly attributable to the
Project.
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2.4.7 Reimbursable Subconsultant expenses are limited to the items described above and on
the same basis.
2.4.8 All Reimbursable Costs will be approved by Owner only pursuant to verified invoices,
receipts or other acceptable proof of expenditure provided by DP.
ARTICLE 3: SUBCONSULTANTS
3.1 REGISTRATION OF SUBCONSULTANTS:
All contracts entered into by DP with Subconsultants engaged to provide professional services on
the Project must be with registrants with the Arizona Board of Technical Registration. All such
contracts with Subconsultants must incorporate all terms and provisions of this Agreement
(including those re: Alternative Dispute Resolution) as they relate to the duties and
responsibilities of DP on the Project.
3.2 SUBCONSULTANTS' RELATIONS:
3.2.1 All services provided by the Subconsultants shall be pursuant to appropriate written
agreements between DP and the Subconsultants, which shall contain provisions that
preserve and protect the rights of Owner and DP under this Agreement.
3.2.2 Nothing contained in this Agreement shall create any contractual or business relationship
between Owner and the Subconsultants. DP acknowledges that Subconsultants are to
perform those professional services under the direction, control and supervision of DP as
the prime Project professional.
3.2.3 DP proposes to utilize the following Subconsultants:
FIRM NAME CONSULTING SERVICE
Dibble Engineering_____ Civil Engineering_________
Moore Swick Partnership Landscape Architects______
BDA Engineers________ Structural Engineering_____
Henderson Engineers___ Mechanical,Electrical,Plumbing,Fire
Protection, Green Globes Commissioning,
Data/Telecommunications, and Security
Systems Engineering.
3.2.4 DP shall not change or replace any Subconsultant without first obtaining prior approval
from the Director or Director’s designee in response to a written request stating the
reasons for any proposed substitution. Such approval shall not be unreasonably withheld
or delayed by the Director or Director’s designee and, if the request is denied, an
explanation will be provided.
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ARTICLE 4: OWNER’S RESPONSIBILITIES
4.1 INFORMATION FURNISHED:
Owner, at its expense and insofar as performance under this Agreement may require, shall
furnish DP with the following information:
4.1.1 Surveys of building sites, giving boundary dimensions, locations of existing structures
and/or trees, the grades and lines of street, pavement, and adjoining properties; the
rights, restrictions, easements, boundaries, and topographic data of a building site, and
such information as it has relative to sewer, water, gas and electrical services.
Information contained in such provided documents will be provided by Owner with no
express guarantee for their accuracy or completeness of lack thereof. DP agrees to field-
verify the accuracy or completeness of any information provided by the Owner as
deemed necessary by the DP to provide Contract Documents meeting expectations set
forth under Articles 2 and 3 herein.
4.1.2 Soil borings or test pits information, mechanical, structural, or other tests when deemed
necessary by Owner.
4.1.3 If available, drawings representing as-built conditions at the time of original construction
will be furnished to DP; however, they are not warranted to represent conditions as of the
date of this Agreement. DP must perform field investigations as deemed necessary by
the DP and Subconsultants in order to obtain sufficient information to perform services
complying with Articles 2 and 3 herein. Investigative services in excess of "Normal
Requirements," under normal industry standards, must be authorized in advance.
ARTICLE 5: PROJECT MANAGEMENT AND REVIEW PROCEDURE
5.1 PROJECT MANAGEMENT:
5.1.1 The Director or Director’s designee shall act in behalf of Owner in all matters pertaining to
this Agreement, and with the approval of the County Manager, the Director or Director’s
designee shall issue all Authorizations to Proceed to DP. The Director or Director’s
designee shall approve all invoices for payment to DP upon recommendation of the
Project Manager.
5.1.2 Maricopa County Facilities Management Department is the Owner. The Director shall
designate a Project Manager and Construction Project Manager to have general
responsibility for management of the project through all phases of this Agreement. The
Project Manager shall have authority to issue Authorizations to Proceed to DP and meet
with DP at periodic intervals throughout the preparation of the Contract Documents to
assess the progress of the design and professional services and the Work in accordance
with approved schedules. The Project Manager shall also examine documents submitted
by DP, including invoices, and shall promptly render decisions and/or recommendations
pertaining thereto, to avoid unreasonable delay in the progress of DP's work.
5.1.3 If Owner observes or otherwise becomes aware of any faulty or defective work in the
Project, or other nonconformance with the Contract Documents during the Construction
Phase, Owner shall give prompt notice thereof to DP.
5.2 REVIEW PROCEDURES:
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The following procedures shall be followed for review of all submittals required by Article 2 of this
Agreement:
5.2.1 DP shall submit programming when called for herein, Schematic Studies and Schematic
Documents, Design Development Documents and Construction Documents for review by
Owner in accordance with the Project Schedule.
5.2.2 Owner will be required to provide all review comments to DP within fourteen (14) calendar
days from receipt of the submittal.
5.2.3 DP shall respond to and incorporate review comments transmitted by Owner. Any budgetary
overruns or discrepancies shall be resolved by design and engineering modifications to match
or get below the Maximum Cost Limit.
5.2.4 Unless otherwise agreed to in writing, DP shall respond in writing within seven (7) days of
receipt of the review comments. Owner will log, transmit and facilitate the exchange of review
comments. DP shall also maintain a similar log and make it available to Owner at all times.
5.2.5 Replies to Responses: Owner will reply within seven (7) days to any responses requiring
confirmation and will advise DP if any further reconciliation is required.
5.2.6 Resolution of Differences: Owner will schedule a meeting between DP and Owner, to take
place within seven (7) days after review comments are issued to DP, in order to resolve all
issues between teams. Owner will arrange additional meetings or conference calls as
necessary, in order to expedite resolution and avoid impact to the Project Schedule or the
Contract Documents.
5.2.7 Punch List and Back-Check Review: Upon notice from the Contractor that the project is
substantially complete, the DP shall develop a punch list with assistance from the Construction
Project Manager, incorporating all comments into one punch list for issuance with the
Certificate of Substantial Completion. The DP will be responsible for all back-checks to the
punch list If any comments remain unsatisfied, additional back checks shall be required from
DP until all comments have been satisfied. Any costs associated with DP’s preparation of the
back-checks shall be DP’s responsibility.
5.2.8 Resolution of all review comments is requisite for completion of any phase of the Design
Services.
5.2.9 Any failure of Owner to make a decision within the time limits set forth herein shall not be
construed as acquiescence in all or any part of a subsequent DP claim for relief or remedy.
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ARTICLE 6: BASIS OF COMPENSATION
6.1 FEES FOR PROFESSIONAL SERVICE:
Owner agrees to pay DP, and DP agrees to accept as payment for all of the Basic Services rendered
pursuant to this Agreement, a Lump Sum Not-to-Exceed Fee mutually agreed upon of $2,674,786.43__
or as set forth on Exhibit ‘B’, DP’s Proposal, based upon hourly rates and hours, which shall be
indicated in DP’s proposal and in Exhibit A.
6.1.1 Payments to DP on account of the Lump Sum Fee shall be made on the percentage of
the Basic Services completed and approved according to the Phase of the A/E services.
6.1.2 The Lump Sum fee shall include all costs associated with performing the Basic Services
including but not limited to attendance at all meetings with Owner staff, Project Manager,
Contractor, and Subconsultants necessary to perform all of the Basic Services, as well as
travel, lodging, mileage, long distance communications, modeling reproductions, postage
and handling of Drawings, Specifications and other documents, data processing, internet
services, and photographic production or modeling techniques.
6.1.3 Owner shall have no obligation or liability to pay any fee, expenditure or cost beyond the
Lump Sum Compensation agreed to.
6.2 ADDITIONAL SERVICES/REIMBURSABLES FEE:
DP may be authorized to perform and for Additional Services described under Section 2.3 and
Reimbursable Costs described in 2.4. The proposal for such services will be a negotiated Lump Sum
Not-to-Exceed Fee (negotiated by reference to the hourly rates):
6.2.1 Hourly rates shall be as defined pursuant to Exhibit A.
6.2.2 The following principals may be employed on the Project:
Joseph M. Salvatore______ Architekton__________
John Kane_____________ Architekton__________
______________________ ___________________
6.2.3 Personnel directly engaged on a Project by DP may include architects, engineers,
designers, job captains, draftsmen, specification writers, field accountants and
manufacturer representatives engaged in consultation, research and design, production
of drawings, specifications and related documents construction inspection and other
services pertinent to a project during all phases therein.
6.2.4 Any authorized reimbursable services fee shall not include charges for office rent or
overhead expenses of any kind, including local telephone and utility charges, office and
drafting supplies, depreciation of equipment, professional dues, internet services,
subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic,
clerical, or other employees time or travel and subsistence not directly related to a
project. For all reimbursable services Owner will pay DP the direct cost of the service
without a multiplier. Authorized reproductions in excess of sets required at each phase of
the work will be a Reimbursable Service.
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6.2.5 Owner upon recommendation of the Director or Director’s Designee will reimburse DP for
authorized Reimbursable Services as verified by appropriate bills, invoices or statements,
pursuant to Article 7.
6.3 Absent an Amendment to the Agreement, the aggregate total of Reimbursable Costs under
Section 2.03(b) shall not exceed $26,049.79__, without the prior written approval of the Director
or Director’s designee. In the event that sum is exceeded, Owner shall have no liability or
responsibility for paying any such excess which will be DP’s own cost and expense.
ARTICLE 7: PAYMENTS TO DP
7.1 PAYMENT FOR BASIC SERVICES:
Payments for Basic Services will be made monthly in proportion to the professional services
performed during each Phase of DP services. Said payments shall, in the aggregate, not exceed
the percentage of the estimated total Basic Compensation indicated below for each Phase.
• 15% upon completion and approval of Phase I.
• 35% upon completion and approval of Phase II.
• 55% upon submittal and approval of 50% of Phase III.
• 75% upon submittal of required renderings and 100% completion and approval of Phase III.
• 80% upon 100% completion of Phase IV.
• 90% upon completion of and approval of all professional services including Phase V
services.
• 100% upon final acceptance and final payment to Contractor of all Work relating to this
Project subject to audit of all payments to DP by the Director or Director’s designee.
• Partial payments, not to exceed 90% in the aggregate, may be made during Phase V,
according to the amount paid on account of the Construction Contract.
7.2 PAYMENT FOR ADDITIONAL/REIMBURSABLE SERVICES:
7.2.1 Payment for Additional Services may be requested monthly in proportion to the services
performed. When such services are authorized as an hourly rate, DP shall submit for
approval by the Director or Director’s designee, a duly certified invoice, giving names,
classification, salary rate per hour, hours worked and total charge for all personnel
directly engaged on a project or task. To the sum thus obtained, any authorized
Reimbursable Services Cost may be added. DP shall attach to the invoice all supporting
data for payments made to approved Subconsultants engaged on the Project or task.
7.2.2 In addition to the invoice, DP shall, for Hourly Rate authorizations, submit a progress
report giving the percentage of completion of the Project development and the total
estimated fee to completion.
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7.3 DEDUCTIONS:
No deductions shall be made from DP’s compensation on account of liquidated damages
assessed against Contractors or other sums withheld from payments to Contractors.
ARTICLE 8: INDEMNIFICATION AND INSURANCE
8.1 INDEMNIFICATION:
8.1.1 DP’s Duty to Indemnify and Defend. To the fullest extent permitted by law, the DP shall
defend, indemnity 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 DP, its agents, representatives, employees, or Subcontractors relating to the
performance of this Contract. DP’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 DP may be legally liable.
8.1.2 The amount and type of insurance coverage requirements set forth below will in no way
be construed as limiting the scope of the indemnity
8.2 INSURANCE REQUIREMENTS:
DP, at DP’s own expense, shall purchase and maintain the herein stipulated minimum insurance
from a company or companies duly licensed by the State of Arizona and possessing a current
A.M. Best, Inc., rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may
be purchased from a company or companies which are authorized to do business in the State of
Arizona, provided that said insurance companies meet the approval of Owner. The format of any
insurance policies and forms must be acceptable to Owner.
8.2.1 All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Agreement is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of Owner,
constitute a material breach of this Agreement.
8.2.2 DP’s insurance shall be primary insurance as respects Owner, and any insurance or self-
insurance maintained by Owner shall not contribute to it.
8.2.3 Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect Owner’s right to coverage afforded
under the insurance policies.
8.2.4 The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to Owner. DP shall be solely responsible for the
deductible and/or self-insured retention and Owner, at its option may require DP to
secure payment of such deductibles or self-insured retentions by a surety bond or an
irrevocable and unconditional letter of credit.
8.2.5 Owner reserves the right to request and to receive, within ten (10) working days, certified
copies of any or all of the herein required insurance policies and/or endorsements. Owner
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shall not be obligated, however, to review such policies and/or endorsements or to advise
DP of any deficiencies in such policies and endorsements, and such receipt shall not
relieve DP from, or be deemed a waiver of Owner’s right to insist on strict fulfillment of
DP’s obligations under this Agreement.
8.2.6 The insurance policies required by this Agreement, except Workers’ Compensation, and
Errors and Omissions, shall name Owner, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
8.2.7 The policies required hereunder, except Workers’ Compensation, and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
Owner, its agents, representatives, officers, directors, officials and employees for any
claims arising out of DP’s work or service.
8.3 REQUIRED COVERAGE:
DP is required to procure and maintain the following coverage’s:
8.3.1 Commercial General Liability. Commercial General Liability insurance and, when
necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for
each occurrence, $2,000,000 Personal/Advertising Injury, $4,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for bodily injury, broad form property damage, and
blanket contractual coverage, and shall not contain any provision that would serve to limit
third party action over claims. There shall be no endorsement or modification of the CGL
limiting the scope of coverage for liability arising from explosion, collapse, or underground
property damage.
8.3.2 Automobile Liability. Commercial/Business Automobile Liability insurance and, if
necessary, Commercial Umbrella insurance with a combined single limit for bodily injury
and property damage of not less than $2,000,000 each occurrence with respect to any of
DP’s owned, hired, and non-owned vehicles assigned to or used in performance of DP’s
work or services under this Agreement.
8.3.3 Workers’ Compensation. Workers’ Compensation insurance to cover obligations imposed
by federal and state statutes having jurisdiction of DP’s employees engaged in the
performance of the work or services under this Contract; and Employer’s Liability
insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each
employee, and $1,000,000 disease policy limit.
8.3.4 Errors and Omissions (Professional Liability) Insurance. Errors and Omissions
(Professional Liability) insurance and, if necessary, Commercial Umbrella insurance,
which will insure and provide coverage for errors or omissions or professional liability of
DP, with limits of no less than $2,000,000 for each claim.
8.4 COVERAGES:
Commercial General Liability $2,000,000 Each Occurrence
$2,000,000 Personal & Advertising Injury
$4,000,000 General Aggregate
$4,000,000 Products/Completed Operations
Automotive Liability $2,000,000 Each Occurrence
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Workers’ Compensation $1,000,000 Each Accident
$1,000,000 Disease for Each Employee
$1,000,000 Disease Policy Limit
Errors and Omissions $2,000,000 Each Claim
8.5 CERTIFICATES OF INSURANCE:
Prior to commencing work or services under this Agreement, DP shall furnish Owner with
Certificates of Insurance in a form acceptable to Owner, or formal endorsements as required by
the Contract in the form provided by Owner, issued by DP’s insurer(s), as evidence that policies
providing the required coverage’s, conditions and limits required by this Agreement are in full
force and effect. Such certificates shall identify this contract number and title.
8.5.1 In the event any insurance policy(ies) required by this contract is(are) written on a “claims
made” basis, coverage shall extend for two years past completion and acceptance of
DP’s work or services and as evidenced by annual Certificates of Insurance.
8.5.2 If a policy does expire during the life of the Agreement, a renewal certificate must be sent
to Owner fifteen (15) days prior to the expiration date.
8.6 CANCELLATION AND EXPIRATION NOTICE:
Insurance required herein shall not expire, be cancelled, or materially changed without thirty (30)
days prior written notice to Owner.
ARTICLE 9: PERFORMANCE
9.1 PERFORMANCE AND DELEGATION:
9.1.1 DP Services to be performed hereunder shall be performed by DP's own staff, unless
otherwise approved in writing by Owner. Said approval shall not be construed as
constituting an agreement between Owner and said other person or firm. DP’s services
shall be performed in all respects in a manner consistent with that degree of skill and
care ordinarily exercised by practicing design professionals performing such services in
Maricopa County under the same or similar circumstances and conditions and in a
reasonable and non-negligent way.
9.1.2 DP agrees, within fourteen (14) days of receipt of a written request from Owner, to
promptly remove and replace any personnel employed or retained by DP, or any
subconsultants or subcontractors or any personnel of any such subconsultants or
subcontractors engaged by DP, to provide and perform services or work pursuant to the
requirements of this Agreement, whom Owner shall request in writing to be removed,
which request may be made by Owner with or without cause.
9.2 TIME FOR PERFORMANCE:
9.2.1 DP agrees to start all work hereunder upon receipt of an Authorization to Proceed issued
by the Director or Director’s designee and to complete each Phase within the time
stipulated in the Authorization to Proceed. Time is of the essence with respect to
performance of this Agreement.
9.2.2 The Project schedule establishes the critical time limit of DP’s services. DP shall not,
except for cause beyond the reasonable control of DP, exceed time limits established by
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this Agreement. Any adjustments in the schedule must be approved in writing by Owner
and must be requested in writing by DP within ten (10) days after the occurrence upon
which DP’s request for adjustment is based.
9.3 NO WAIVER OF PERFORMANCE:
The failure of the Owner to insist, in any one or more instances, on the performance of any of the
terms, covenants or conditions of this Agreement or to exercise any of its rights hereunder, shall
not be construed as a waiver or relinquishment of such term, covenant, condition or right with
respect to further performance.
9.4 Any failure of Owner to make a decision within the time limits set forth herein shall not be
construed as acquiesence in all or any part of a subsequent DP claim for relief or remedy.
ARTICLE 10: OWNERSHIP OF DOCUMENTS
10.1 OWNERSHIP OF DOCUMENTS:
10.1.1 By execution of this Agreement, DP assigns all copyright ownership and other intellectual
property interest in the Design Documents and Construction Documents prepared by DP
and further agrees to execute and to cause any Subconsultant to execute any separate
assignment agreement necessary to implement such assignment.
10.1.2 The Drawings and Project Specifications as instruments of service are and shall become
the property of Owner whether the Project for which they are made is executed or not.
DP shall be permitted to retain copies, including reproducible copies, of the Drawings and
Project Specifications for information and reference in connection with Owner's use and
occupancy of the Project.
10.1.3 Submission or distribution of Contract Documents to meet official regulatory requirements
or for other purposes in connection with the Project is not to be construed as publication
in derogation of any of DP's rights.
10.1.4 To the extent allowed by law, DP agrees not to divulge, furnish or make available to any
third person, firm or organization, without Owner’s prior written consent, or unless
incident to the proper performance of DP’s obligations hereunder, or in the course of
judicial or legislative proceedings where such information has been properly subpoenaed,
any non-public information concerning the services to be rendered by DP hereunder, and
DP shall require all of its employees, agents, and Subconsultants to comply with the
provisions of this paragraph.
10.1.5 In the event of future reuse of the Construction Documents by Owner, DP’s name and
seal shall be removed and DP shall not be liable to Owner or third parties in their reuse.
10.1.6 DP shall not use, or allow to be used, the Contract Documents, Drawings, Project
Specifications and reports of the unique aspects of this Project in any other project
without the prior written approval of Owner. DP’s use of standard specifications texts and
details are specifically excluded from the provisions of this paragraph.
ARTICLE 11: ALTERNATE DISPUTE RESOLUTION
11.1 Scope. Notwithstanding anything to the contrary provided elsewhere in the Contract, the
alternative dispute resolution (“ADR”) process provided for herein shall be the exclusive means
for resolution of claims or disputes arising under, relating to or touching upon 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
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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.
11.2 Neutral Evaluator, Arbitrators. The County will select a Neutral Evaluator to serve as set forth
in this ADR process. As needed under § 11.6.2 below, the County and DP shall each select an
arbitrator to serve as set forth in this ADR process. Each arbitrator selected shall be a member of
the State Bar of the State of Arizona and shall have experience in the field of construction law.
All arbitrators, once selected, shall serve as neutral arbitrators, even if they are party-appointed.
The County and the DP shall name their respective arbitrators within five (5) calendar days after
the declaration of a failure of mediation or the mutual waiver of mediation.
11.3 Discussion and Partnering. When a claim is made or a dispute arises relating to the Contract,
senior representatives of the County and the claimant will meet personally within ten (10) days to
discuss the claim/dispute and attempt to resolve it. If, after good faith efforts, resolution is not
achieved, the claim/dispute (hereafter “dispute”) will proceed to the neutral evaluation process.
11.4 Neutral Evaluation Process. If the parties have been unable to resolve the dispute after
discussions and partnering, the following neutral evaluation process shall be used to resolve any
such dispute.
11.4.1 Notification of Dispute. The County through its Agent shall promptly notify the Neutral
Evaluator in writing of the existence of a dispute within ten days of the County or the DP’s
declaring need to commence the neutral evaluation process.
11.4.2 Non-Binding Informal Hearing. The Neutral Evaluator shall schedule a non-binding
informal hearing of the matter to be held within ten (10) calendar days from receipt of
notification of the existence of a dispute. The Neutral Evaluator may conduct the hearing
in such manner as he deems appropriate and shall notify each party of the hearing of its
opportunity to present such evidence as they believe will resolve the dispute. The Neutral
Evaluator shall notify each party to the dispute that they shall submit a written outline of
the issues and evidence intended to be introduced at the hearing and their proposed
resolution of the dispute to the Neutral Evaluator before the hearing commences.
Potential Arbitrators shall not participate in such informal hearing or proceedings process.
The Neutral Evaluator is not bound by the rules of evidence when admitting evidence in
the hearing and may limit the length of the hearing, the number of witnesses or any
evidence introduced to the extent deemed relevant and efficient.
11.4.3 Non-Binding Decision. The Neutral Evaluator shall render a non-binding written
decision as soon as possible, but not later than five (5) calendar days after the hearing
concludes.
11.4.4 Further proceedings. In the event that either party declines to accept the Neutral
Evaluator’s decision as the resolution of the dispute, the dispute will proceed to
mediation.
11.5 Mediation. In the event that a meeting of principals and neutral evaluation have failed, the
parties shall engage in mediation (as a condition precedent to arbitration) within fifteen (15) days
of a party’s notifying the Neutral Evaluator that the party declines to accept the Neutral
Evaluator’s decision as the resolution of the dispute. The mediator shall be chosen by the
parties’ agreement. If such agreement is not reached by five (5) days after the neutral evaluator’s
receipt of a party’s notification, then the mediator shall be named by the Neutral Evaluator. In the
event that mediation fails (or is waived by both parties) then the matter shall proceed to binding
arbitration.
11.6 Binding Arbitration Procedure. The following binding arbitration procedure shall serve as the
exclusive method to resolve a dispute if any party chooses not to accept the decision of the
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Neutral Evaluator and mediation has failed or has been waived. A party requesting binding
arbitration shall notify the Neutral Evaluator in writing within seven (7) calendar days of the failure
or waiver of mediation of the party’s demand for arbitration. If the Contractor requests arbitration
it shall post a cash bond with the Neutral Evaluator in an amount agreed upon by the parties or, in
the event of no agreement, the Neutral Evaluator shall establish the amount of the cash bond to
defray the cost of the arbitration as set forth in paragraph 11.6.11 and the proceeds from the
bond shall be allocated in accordance with paragraph 11.6.13 by the Arbitration Panel. The bond
must be in the full amount agreed upon or as established by the Neutral Evaluator to pay the
potential cost of the full arbitration proceeding. The bond must be posted with and received by the
Neutral Evaluator within five (5) calendar days after the demand for arbitration.
11.6.1 Arbitration Panel and Applicable Law and Rules. Disputes involving less than
$200,000 shall be heard by one single arbitrator chosen by agreement of the parties. For
disputes in excess of $200,000, the Arbitration Panel shall consist of three arbitrators: the
County's appointed arbitrator, the DP's appointed arbitrator and a third arbitrator (or
“neutral arbitrator”) who shall be selected by the parties' arbitrators as set forth in Section
11.6.2. 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.
11.6.2 Selection of Neutral Arbitrator. For disputes in excess of $200,000, the parties’
arbitrators shall choose the Neutral Arbitrator, within ten (10) calendar days of notification
of a demand for arbitration having been received by the Neutral Evaluator. The Neutral
Arbitrator shall have the same qualifications as those of the arbitrators set forth in
paragraph 11.2 above. In the event that the two party selected arbitrators cannot agree
on a Neutral Arbitrator as set forth above, the Neutral Arbitrator shall be selected as the
Default Neutral Arbitrator. If the County and DP cannot agree on the single arbitrator or
upon a Default Neutral Arbitrator, then County and the Contractor shall each submit two
names to Judge Barry Schneider (Retired), or his successor as designated by Maricopa
County, who shall select one person. The Neutral Arbitrator may submit his invoices for
services to the OWNER, and the OWNER shall pay the amounts invoiced (subject to the
provisions of paragraph 11.6) unless and until the DP is determined by the Arbitration
Panel to be the non-prevailing party and the Arbitration Panel determines per 11.6.11
what party pays such costs.
11.6.3 Expedited Hearing. 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. To that end, any party can petition the Neutral Evaluator to
set an expedited hearing. If the Neutral Evaluator determines that the circumstances
justify it, the Neutral Evaluator shall contact the selected single arbitrator or Arbitration
Panel and 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 twenty (20) 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 Arbitration Panel upon
a showing of emergency circumstances.
11.6.4 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
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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
Arbitration Panel shall review and consider the Neutral Evaluator decision. The single
arbitrator or the Chairman 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 Chairman 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 Chairman.
11.6.5 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
emergency circumstances.
11.6.6 Award. The single arbitrator shall within ten (10) calendar days of the conclusion of a
hearing issue a reasoned award. The Arbitration Panel shall, within ten (10) calendar
days from the conclusion of any hearing, by majority vote issue its reasoned award. The
award shall include an allocation of fees and costs pursuant to 11.06.11 herein. The
award is to be in accordance with the Contract and the law of the State of Arizona.
11.6.7 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.
11.6.8 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
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 in reality one involving less than $200,000, the arbitration shall
continue before the Neutral Arbitrator as a single arbitrator, with the party appointed
arbitrators being excused.
11.6.9 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.
11.6.10 Severance and Joinder. To reduce the possibility of inconsistent adjudications, the
Neutral Evaluator 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 Neutral Evaluator, 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 DP. Nothing herein shall create the right by any party
to assert claims against another party not germane to the Contract or not recognized
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under the substantive law as applicable to the dispute. Neither the Neutral Evaluator nor
the single arbitrator or Arbitration Panel is authorized to join to the proceeding parties not
in privity with the County. DP cannot be joined to any pending arbitration proceeding,
without the Contractor’s express written consent and unless DP is given the opportunity
to participate in the selection of the single arbitrator or non-County appointed arbitrator.
11.6.11 Fees and Costs. Each party shall bear its own fees and costs in connection with any
informal hearing before the Neutral Evaluator and 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 DP is the non-prevailing party, all fees and costs as
noted above shall first be paid out of the bond posted with the Neutral Evaluator. In no
event shall the DP’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. Fees for the Neutral
Evaluator shall be paid by County.
11.6.12 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 resolution of the dispute.
11.6.13 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 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.
11.6.14 Change Order. Any award in favor of the DP against the County or in favor of the
County against the DP shall be reduced to a Change Order and executed by the parties
in accordance with the award and the provisions of the Contract.
11.6.15 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.
11.7 Inclusion in Other Contracts. The DP shall cooperate with the County in efforts to include this
ADR provision in all other Project contracts. Subject to DP’s reasonable agreement, the
Contractor agrees that any modification to this ADR provision that is included in the construction
or other contracts shall also apply to the DP. It is the intent of the parties that any changes to this
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ADR provision in later contracts will be evolutionary and designed to incorporate the terms of this
ADR provision without material changes to the substance or procedure of this ADR provision.
ARTICLE 12: SUSPENSION AND TERMINATION
12.1 PROJECT SUSPENSION:
Owner may suspend the Project and DP’s services without cause but if the Project is suspended
for more than one-hundred eighty (180) days, DP shall be paid for all Basic Services and
Reimbursables that have been authorized by an Authorization to Proceed and that were
performed by DP and accepted by Owner prior to the date of such suspension. If the Project is
resumed after having been suspended for 180 days, DP’s further compensation shall be subject
to renegotiation.
12.2 TERMINATION OF AGREEMENT:
12.2.1 Owner has the right to terminate this Agreement for its convenience upon seven (7) days
written notice to DP. Upon such termination, all charts, sketches, studies, drawings,
models and other documents related to services performed under this Agreement,
whether finished or not, shall be turned over to Owner within ten (10) days of notice of
termination provided that DP has been paid in full for services rendered and approved by
Owner as of the date of termination and reasonable termination costs supported by
documentation.
12.2.2 Owner has the right to terminate this Agreement for default upon seven (7) days written
notice stating the grounds for default or material breach. If DP has not cured the default
or breach to the satisfaction of Owner, Owner shall receive ownership of all design
documents upon request of Owner and Owner has the right to use, renovate and to make
derivative works of the design documents in order to complete the Project.
12.2.3 Termination, for whatever cause or on whatever basis, shall not result in DP’s being
entitled to claim any lost profits as a result of the termination.
ARTICLE 13: MISCELLANEOUS
13.1 MAINTENANCE OF RECORDS:
DP will maintain and require Subconsultant to retain adequate records and supporting
documentation which concern or reflect its services hereunder. The records and documentation
will be retained by DP for a minimum of six (6) years from the date of termination of this
Agreement or the date the Project is completed, whichever is later. Owner, or any duly authorized
agents or representatives of Owner, shall have the right to audit, inspect, and copy all such
records and documentation as often as they deem necessary during the period of this Agreement
and during the six (6) year period noted above. Refusal of DP to comply with the provisions of this
section shall be grounds for termination for cause of this Agreement by Owner.
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13.2 CANCELLATION:
Owner may cancel this Agreement without penalty or further obligation under A.R.S. § 38-511 if
any person significantly involved with this Agreement on behalf of Owner is or becomes a
consultant to DP or a Subconsultant with respect to the subject matter of the Agreement or an
employee of DP does so.
13.3 PAYMENT OBLIGATIONS:
All payment obligations of Owner are conditioned on the availability of funds which are approved
and allocated for such obligation. If funds are not allocated and available for continuation of DP’s
services, this Agreement may be terminated or suspended at the end of the time period for which
funds are available. No liability or penalty shall accrue or be attributable to Owner in the event it
becomes necessary to exercise rights under this provision.
13.4 NON-DEFINED TERMS:
If not specifically defined herein, terms, words and phrases will have their ordinary and common
meaning and they, together with abbreviations, shall be interpreted consistent with the design
professional industry standards and technical and trade meanings.
13.5 NON-WAIVER PROVISIONS:
The failure of the Owner to insist, in any one or more instances, on the performance of any of the
terms, covenants or conditions of the Agreement, or to exercise any of its rights hereunder, shall
not be construed as a waiver or relinquishment of such terms, covenant, conditions or right with
respect to further performance.
13.6 NO HAZARDOUS SUBSTANCES OR PRODUCTS:
DP shall use reasonable care not to specify for use in the Project any product known by DP to
contain hazardous substances as defined in 42 U.S.C. 9601, et seq. unless no reasonable
alternative is available and in that case Owner consent to sue shall first be obtained.
13.7 ENVIRONMENTAL CONTAMINATION:
DP shall immediately notify Owner both verbally and in writing of the presence of and location of
any environmental contamination of the site which it becomes aware of or reasonably should
become aware, including, but not limited to, hazardous substances and petroleum releases.
13.8 ADA REQUIREMENTS:
The Americans with Disabilities Act (“ADA”) is applicable to the Project. DP will use its skill and
training as a design professional and exercise the applicable standard of care to design the
Project in compliance with ADA requirements.
13.9 SUCCESSORS AND ASSIGNS:
The performance of this Agreement shall not be transferred, pledged, sold, delegated or
assigned, in whole or in part, by DP without the written consent of Owner.
DP and Owner each binds one another, their partners, successors, legal representatives and
authorized assigns to the other party of this Agreement and to the partners, successors, legal
representatives and assigns of such party in respect to all covenants of this Agreement.
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13.10 TRUTH-IN-NEGOTIATION CERTIFICATE:
In compliance with DP’s Competitive Negotiation Act, for any Authorization to Proceed for a
project to be compensated under the Lump Sum method DP shall certify that wage rates and
other factual unit costs supporting the compensation are accurate, complete, and current at the
time of said Authorization to Proceed. The original Project price and any addition thereto will be
adjusted to exclude any significant sums by which Owner determines the project price was
increased due to inaccurate, incomplete or noncurrent wage rates and other factual unit costs. All
such price adjustments will be made within one (1) year following the end of the Project.
13.11 NOTICES:
Whenever either party desires to give notice unto the other, such notice must be in writing, sent
by registered United States mail, return receipt requested, addressed to the party for whom it is
intended at the place last specified; and the place for giving of notice shall remain such until it
shall have been changed by written notice in compliance with the provisions of this paragraph.
For the present, the parties designate the following as the respective places for giving of notice:
 FOR OWNER:
Director, Maricopa County Facilities Management Department
401 W. Jefferson Street
Phoenix, Arizona 85003
 FOR DP:
Joseph M. Salvatore, AIA, LEED AP, Principal
Architekton
464 S. Farmer Ave,
Suite 101
Tempe, AZ 85281
13.12 SEVERABILITY:
If any term, covenant, condition or provision of this Agreement (or the application thereof to any
circumstance or person) shall be invalid or unenforceable to any extent, the remaining terms,
covenants, conditions and provisions of this Agreement shall not be affected thereby; and each
remaining term, covenant, condition and provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms,
covenants, conditions and provisions of this Agreement would prevent the accomplishment of the
original intent of the agreement between the parties.
13.13 SURVIVAL OF PROVISIONS:
All terms, conditions, covenants and obligations of Owner and DP hereunder shall survive the
termination or expiration of this Agreement as necessary and appropriate for such parties to fulfill
their obligations that accrued during the Term of this Agreement.
13.14 EXTENT OF AGREEMENT:
This Agreement represents the entire and integrated agreement between Owner and DP and
supersedes all prior negotiations, representations or agreements, written or oral. This Agreement
may not be amended, changed, modified, or otherwise altered in any respect, at any time after
the execution hereof, except by a written document executed with the same formality and equal
dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not
be deemed to be a waiver of any other breach of any provision of this Agreement.
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13.15 NO CONTINGENT FEE:
DP (or registered surveyor and mapper or professional engineer, as applicable) warrants that he
or she has not employed or retained any company or person, other than a bona fide employee
working solely for DP (or registered surveyor and mapper, or professional engineer, as
applicable) to solicit or secure this Agreement and that he or she has not paid or agreed to pay
any person, company, corporation, individual, or firm, other than a bona fide employee working
solely for DP (or registered surveyor and mapper or professional engineer, as applicable) any fee,
commission, percentage, gift or other consideration contingent upon or resulting from the award
or making of this Agreement. For the breach or violation of this provision, Owner shall have the
right to terminate the Agreement without liability and, at its discretion, to deduct from the contract
price, or otherwise recover, the full amount of such fee, commission, percentage, gift or
consideration.
13.16 APPLICABLE LAW AND VENUE OF LITIGATION:
This Agreement shall be enforced, interpreted, and construed in accordance with and governed
by the laws of the State of Arizona including the Revised Uniform Arbitration Act (A.R.S. §. 12-
3001 et seq.), which is applicable hereto. Any suit or action brought by any party concerning this
Agreement, or arising out of this Agreement, shall be brought in Maricopa County, Arizona.
13.17 INTERPRETATION:
The language of this Agreement has been agreed to by both parties to express their mutual intent
and no rule of strict construction shall be applied against either party hereto. The headings
contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall
include the other gender, and the singular shall include the plural, and vice versa, unless the
context otherwise requires. Terms such as “herein,” “hereof,” “hereunder,” and “hereinafter” refer
to this Agreement as a whole and not to any particular sentence, paragraph, or section where
they appear, unless the context otherwise requires. Whenever reference is made to a Section or
Article of this Agreement, such reference is to the Section or Article as a whole, including all of
the subsections of such Section, unless the reference is made to a particular subsection or
subparagraph of such Section or Article.
13.18 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.
13.19 COMPLIANCE WITH LAWS:
DP shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions in
performing its duties, responsibilities and obligations related to this Agreement.
13.20 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
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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.
13.21 LEGAL WORKER REQUIREMENTS:
As required by A.R.S. § 41-4401, OWNER 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 A.R.S. § 23-214-A. DP 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 DP. DP acknowledges
that a breach of this warranty by DP or by any subcontractor or sub-subcontractor under this
Agreement shall be deemed a material breach of this Agreement, and is grounds for penalties,
including termination of this Agreement, by Owner. Owner retains the right to inspect the records
of any DP, subcontractor and sub-subcontractor employee who performs work under this
Agreement, and to conduct random verification of the employment records of DP and any
subcontractor and sub-subcontractor who works on this Agreement, to ensure that DP and each
subcontractor and sub-subcontractor is complying with the warranties set forth above. DP shall
be responsible for all costs associated with compliance with this requirement.
13.22 INFLUENCE:
As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical
conduct, may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence
includes, but is not limited to:
13.22.1 A person offering or providing a gratuity, gift, tip, present, donation, money, entertainment
or educational passes or tickets, or any type valuable contribution or subsidy,
13.22.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
13.23 NON-DISCRIMINATION:
CONTRACTOR 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
http://www.azgovernor.gov/dms/upload/EO_2009_09.pdf which is hereby incorporated into this
contract as if set forth in full herein. During the performance of this contract, CONTRACTOR 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.
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WHEN DP IS AN INDIVIDUAL OR PARTNERSHIP
ATTEST
Witness:______________________________ ____________________________
Legal name of Partnership
Witness:______________________________ By: _________________________
____________________________
Legal name (Title, if any)
WHEN DP IS A JOINT VENTURE
____________________________________ _____________________________
Legal name of firm Legal name firm
By: ________________________________ By:_________________________
Signature Signature
___________________________________ _____________________________
Legal name and title Legal name and title
ATTEST
__________________________________ _____________________________
Witness Witness
__________________________________ _____________________________
Witness Witness
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EXHIBIT ‘A’: HOURLY RATE AND HOURS
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EXHIBIT ‘B ’DP PROPOSAL for SERVICES
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EXHIBIT ‘C’: Record Drawing Procedures
Introduction
These guidelines are issued to promote the development of electronic drawings suitable for use in the
Maricopa County Facilities Management Department CAD environment. Consistency and compatibility
with existing Maricopa County documents can only be achieved when these standards are strictly
adhered to. Electronic drawings produced and submitted in accordance with these standards have
significantly greater value to Maricopa County. Design Professionals (DP), their Subconsultants, and
Contractors delivering documentation to Maricopa County must ensure these standards are reviewed,
understood and followed by those people responsible for preparing electronic drawings.
Renovations and Space Change Projects Requirements
For typical Renovation and Space Planning projects, the DP is responsible for submitting a complete set
of Construction Documents (CDs) to Maricopa County prior to the beginning of construction. Upon
completion of construction, Contractors are responsible for submitting complete As-Built documentation
(per definitions included in the Agreement Between The County of Maricopa, Arizona and Design
Professional) to the Owner (in both electronic and hardcopy formats) and DP is responsible for submitting
the Record Drawings to the Owner based on this As-Built documentation. Construction Documents and
Record Drawings submitted to the Owner need to adhere the criteria outlined in this document.
All “DWG” files and AutoCAD drawing entities submitted at the end of a project must be able to be
manipulated using standard AutoCAD drafting procedures. Non-compliance with this policy may result in
the rejection of AutoCAD files submitted at project closeout, in addition to delayed rendering of final
project payment. “DXF” files will not be accepted at project closeout as a substitution for “DWG” AutoCAD
file deliverables. Projects using Building Information Modeling (BIM) software are still required to
submit “DWG” formats for their projects.
Electronic File Format
CAD drawings must be submitted in full compliance with AutoCAD software 2007 drawing file format (file
extension = .DWG).
All Construction and Record Document project drawings must be submitted to Maricopa County Facilities
Management Department in all file formats listed below; other formats are not acceptable without the prior
consent of Maricopa County Facilities Management Department.
• AutoCAD® 2007 or higher – DWG format only.
• Adobe® PDF version 6.0 or higher.
Scale, Units, Coordinate System and Orientation
AutoCAD drawings should be drafted at full scale in architectural or engineering units, such that one
drawing unit equals one inch. The User Coordinate System (UCS) for all AutoCAD drawings should be
set to “World”.
Tolerances
When projects require creation of new AutoCAD floor plans from field measurements, exterior building
dimensions should reconcile to within one (1) inch of actual building dimensions as measured in the field.
Interior building dimensions must reconcile to within half (1/2) inch of actual field dimensions. However,
individual project requirements may vary. Please confirm requirements with the Project Manager
designated by Maricopa County.
Blocks
The following rules must be employed when handling block entities:
1. All entities within a block must be created on layer 0.
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2. Drawing entities translated into AutoCAD blocks from non-AutoCAD systems must revert to
layer 0 when exploded within AutoCAD.
Policy on External Reference Files (XREFs)
Maricopa County will not accept the submission of any AutoCAD drawing deliverable which contains
unbound references to external source drawing files. All externally referenced data sources that were
used during the AutoCAD drawing production phase should be incorporated as a block within a single
drawing file, including the title block and all identifying information visible in the printed image, upon
project completion and prior to submission to Maricopa County. Layers contained in XREF’s inserted as
blocks should conform to Maricopa County guidelines. The resulting self-contained drawing file is an
acceptable deliverable to Maricopa County.
Owner Supplied CAD Files
Prior to commencement of design and construction services, Maricopa County will provide past Record
Drawings in AutoCAD per the Contract Agreement that can be used as the background for space
documentation projects. These have been generated using a variety of methods and may require field
verification. When no pre-existing Record Drawings in AutoCAD are available, consultants will be
required to produce drawings entirely from field measurements. AutoCAD files are transmitted for the
convenience and expediency of the DP, their Subconsultants and the Contractor but bear no implicit or
explicit guarantee of accuracy, reliability or correctness”. It is recommended to all recipients of Owner-
supplied drawing files to perform their own verifications as necessary to develop drawings for each phase
of the project.
Layers for CAD Files
All AutoCAD Files shall include but not be limited to the following building features that define the physical
boundaries necessary to define space, such as: 1) exterior walls; 2) vertical elevations & sections; 3)
details; 4) schedules; 5) doors; 6) glazing; 7) elevator shafts; 8) stair wells and other changes in floor
elevation; 9) built-in furniture and/or modular systems. The DP, their Subconsultants and the Contractor
shall adhere to these layer standards as much as possible, although additional layers, conforming to
standard formats, may be necessary, while some layers may not be applicable to every space
documentation project (furniture, roof lines, etc.).
AutoCAD layers should be named in accordance with the latest U.S. National CAD Standard (NCS) which
can be obtained from the National Institute of Building Sciences. Custom layers added by Maricopa
County begin with MC-. The specific name of custom layers may vary slightly by Maricopa County owner.
AIA CAD Layer Guidelines
See U.S. National CAD Standard Version 3 (attached).
USE OF BUILDING INFORMATION MODELING (BIM)
Although projects may utilize Building Information Modeling (BIM) for conveying three-dimensional
design, two-dimensional deliverables are still required as outlined in this guideline and as specified in
Maricopa County Agreements with the DP, their Subconsultants and Contractors.
BIM Execution Plan
Projects utilizing BIM are required to provide a BIM Execution Plan to document modeling practices. This
document declares what is being modeled, the accuracy of the models, the intent of the models, and how
project teams work within the models.
BIM Standards
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Modeling practices and standards should be declared and agreed upon in the Project’s BIM Execution
Plan.
BIM Models and Deliverables
Models turned over to Maricopa County as a deliverable must meet the requirements of the agreed upon
BIM Execution Plan.
Use of Revit
Models are to be created in the most current version of Autodesk Revit. Modeling practices are to be
declared in the project’s BIM Execution Plan.
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