12103-CONTRACT.PDF

AGREEMENT BETWEEN THE COUNTY OF MA.RICOPA, ARIZONA
AND DESIGN PROFESSIONAL
FOR
CONSTRUCTION MANAGER AT RISK (cmgR) PROJECT
PROJECT DELIVERY METHOD
THIS AGREEMENT made this day of in the year 20
BY AND BETWEEN THE COUNTY OF MARICOPA, ARIZONA, hereinafter called the "Owner,"
and Pearson Engineering_ Associates, Inc. hereinafter
called the "Design Professional" or
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: OET Zone 2 Refresh Design
PROJECT NUMBER: FM 121295
CONTRACT NUMBER: 12103-ROQ
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

Table of Contents Page #
SCOPE OF WORK 4
ARTICLE 1- DEFINITIONS 5
ARTICLE 2 - DP SERVICES AND RESPONSIBILITIES 8
2.1 BASIC SERVICES: 8
2.1.1 Phase I - Selection and Award of Construction Management @ Risk Contractor 8
2.1.2 Phase II- Construction Documents Development: 8
2.1.3 Phase III - Observation and Administration of the Construction Contract: 11
2.1.4 Maximum Cost Limit: 14
2.2 ADDITIONAL SERVICES: ..............-................,...................—.... ............... 14
2.3 REIMBURSABLE COSTS . 16
ARTICLE 3- SUBCONSULTANTS 17
3.1 REGISTRATION OF SUBCONSULTANTS: 17
3.2 SUBCONSULTANTS' RELATIONSHIP: 17
ARTICLE 4- OWNER'S RESPONSIBILITIES 17
4.1 INFORMATION FURNISHED: .................................... ......... ......... 17
ARTICLE 5- PROJECT MANAGEMENT AND REVIEW PROCEDURES 18
5.1 PROJECT MANAGEMENT . 18
5.2 REVIEW PROCEDURES: 18
ARTICLE 6- BASIS OF COMPENSATION 19
6.1 FEES FOR PROFESSIONAL SERVICES - 19
6.2 ADDITIONAL SERVICES/REIMBURSABLES FEE: 20
ARTICLE 7- PAYMENTS TO DP 21
7.1 PAYMENT FOR BASIC SERVICES: 21
7.2 PAYMENT FOR ADDITIONAL/REIMBURSABLE SERVICES: 21
7.3 DEDUCTIONS • 21
ARTICLE 8- INDEMNIFICATION AND INSURANCE 21
8.1 INDEMNIFICATION: 21
8.2 INSURANCE REQUIREMENTS . 22
8.3 REQUIRED COVERAGE . 23
8.4 COVERAGES: 23
8.5 CERTIFICATES OF INSURANCE: 24
8.6 CANCELLATION AND EXPIRATION NOTICES. 24
ARTICLE 9- PERFORMANCE 24
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

9.1 PERFORMANCE AND DELEGATION: 24
9.2 TIME FOR PERFORMANCE: 24
9.3 NO WAIVER OF PERFORMANCE: 25
ARTICLE 10- OWNERSHIP OF DOCUMENTS 25
10.1 OWNERSHIP OF DOCUMENTS:
ARTICLE 11- ALTERNATIVE DISPUTE RESOLUTION 26
ARTICLE 12 - SUSPENSION AND TERMINATION 30
12.1 PROJECT SUSPENSION. 30
12.2 TERMINATION OF AGREEMENT: 30
ARTICLE 13 - MISCELLANEOUS 30
13.1 MAINTENANCE OF RECORDS-
13.2 CANCELLATION- 31
13.3 PAYMENT OBLIGATIONS- 31
13.4 NON-DEFINED TERMS: 31
13.5 NON-WAIVER PROVISIONS: 31
13.6 NO HAZARDOUS SUBSTANCES OR PRODUCTS- 31
13.7 ENVIRONMENTAL CONTAMINATION . 31
13.8 ADA REQUIREMENTS - 31
13.9 SUCCESSORS AND ASSIGNS: 31
13.10 TRUTH-IN-NEGOTIATION CERTIFICATE. 32
13.11 NOTICES: 32
13.12 SEVERABILITY. 32
13.19 COMPLIANCE WITH LAWS: 33
13.22 INFLUENCE: 34
13.23 AMENDMENTS: 34
EXHIBIT A — LUMP SUM AMOUNT 36
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Agreement between Maricona County and Pearson Engineering Associates inc. Serial # 12103-ROQ

SCOPE OF WORK
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: Complete design services, including preparation of bid and/or construction documents,
construction contract administration and observation, review of recommendations and other deliverables
of the Construction Manager At Risk ("CM@R"), review of work prepared by other professional
consultants and the CM@R and its subcontractors, building commissioning, and other miscellaneous A/E
Services that may be required and are authorized by Owner.
DP acknowledges and warrants to Owner that in connection with Entering into this Agreement DP has
received and reviewed a copy of Owner's Standard Form of Agreement for Services by a CM@R for Pre-
Construction Services and for Construction Phase Services to be used for the Project and has familiarized
itself with the contents of both of those Agreements and all attachments or exhibits thereto and will
develop all design documents hereunder to be fully compatible to and consistent with those Agreements.
The terms of that Standard Form of Agreement for Services by a CM(iia are incorporated herein by
reference and made a part hereof.
DP also agrees that at time of execution of any agreement between Owner and CM@R, DP will have the
responsibility to obtain from Owner an executed or conformed copy of all contracts constituting the
CM@R contract for use in DP's A/E Services at all times after the CM@R Agreement is executed and in
force.
The Director or Director's designee may issue an Authorization to Proceed to encompass the entire Basic
Services as described in Section 2.1 for the Project or a portion of Basic Services, or for discretionary
tasks as specified in Section 2,2 for Additional Services or 2.3 for Reimbursable Costs.
The fees to be paid by Owner for A/E Services shall be determined by the following method mutually
agreed by the Director or Director's Designee and DP:
(1) A lump sum (See Section 6.1).
The aggregate sum of all payments for fees and costs including reimbursable expenses of DP under this
Agreement shall be limited to total cumulative expenditure authorized by the Marieopa County Board of
Supervisors.
The Director or Director's designee will confer with DP before any Authorization to Proceed is issued.
DP will discuss the scope of the A/E Services covered by the Authorization, the time to complete those
A/E Services and the fee for those A/E Services provided that when 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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Agreement between Maricopa County and Pearson Engineering Associates inc. Serial ll 12103-ROO

ARTICLE 1- DEFINITIONS
1.1 ADDITIONAL SERVICES: Those AYE Services specified in Section 2.2.
1.2 AS-BUILT DRAWINGS: The As-Built Drawings shall consist of a set of drawings which
clearly indicate all field changes that were made to adapt to field conditions and field
change. It shall include all buried and concealed installation of piping, conduit and utility
services. All buried and concealed items both inside and outside the facility shall be
accurately located on the As-Built Drawings as to depth and in relationship to not less than
two peinianent features such as interior or exterior wall faces. The As-Built Drawings shall
be clean and all changes, corrections, and dimensions shall be given in a neat and legible
manner.
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 AJE Services defined in Sect 2.1.
1.6 CHECK SET: A set of drawings that have been checked for errors and discrepancies
between the disciplines.
CONSTRUCTION DOCUMENTS: The documents prepared by DP and referred to in
Section 2.2 of this Agreement to be used for permitting and construction of the Project.
1.8 CONSTRUCTION MANAGER AT RISK ("CM@R"): A consultant selected pursuant to a
Request for Qualifications that shall contract with Owner in two (2) phases: initially as a
consultant to Owner during the design phase, and then serving the function of the Contract
Manager during construction.
1.9 CONSTRUCTION MANAGEMENT AT RISK: A process that allows an Owner to select a
CM@R based on qualifications; make the CM@,,,R a member of a collaborative project team;
centralize responsibility for construction under a single contract; obtain a bonded guaranteed
maximum price; produce a more manageable, predictable project; save time and money; and
reduce risk for the client, Owner, DP and the CM@R.
1.10 CONTRACT DOCUMENTS: This Agreement, the CM@R Proposal, the Design Proposal
by CM@R, the Construction Contract for this Project, the Plans and 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.
CONTRACT TIME: The time between the date when the Notice to Proceed is issued to the
CM@R and Substantial Completion of the Work.
1.12 COUNTY MANAGER: The chie executive officer of Owner.
1.13 DAY: Shall mean a calendar day.
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

1.14 DESIGN DEVELOPMENT DOCUMENTS: 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 and electrical systems, landscaping, construction
and finish materials and other items incidental thereto, and as required by the Project
Manager.
1.15 DESIGN PROFESSIONAL ('DP"): The individual, partnership, 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.
1.16 DIRECTOR OF THE FACILITIES MANAGEMENT DEPARTMENT OR DIRECTOR:
The Director of 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.
1.17 FINAL CONSTRUCTION DOCUMENTS: A complete and accurate set of plans and
specifications for the permitting and construction of the Project.
1.18 INSPECTOR: An employee or consultant assigned by the Project Manager to make
observations of Work performed by the CM@R.
1.19 MAXIMUM COST LIMIT: The maximum amount budgeted by Maricopa for the total cost
of the construction of the Work on the Project.
1.20 OWNER: The County of Maricopa, Arizona, the public body which is a party hereto and the
entity for which this contract is to be performed. ln 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 athibutable in any manner to Owner as a party to this contract.
1.21 PAYMENT APPLICATION: The certified form submitted by the CM@R requesting
payment for construction work to be approved by DP and the Project Manager.
1.22 PROJECT: The construction, alteration, or repair and all services and incidents thereto of a
County of Maricopa, Arizona facility as contemplated and budgeted by Owner.
1.23 PROJECT DEVELOPMENT SCHEDULE: A u-ritten document providing the proposed
completion date of each Phase of the Project through design, selection of CM@R,
construction and proposed date of occupancy by Owner.
1.24 PROJECT MANAGER: An employee of 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.
1.25 RECORD DRAWINGS: Record Drawings are the official record drawings that document
what was constructed. They are usually stamped and sealed by a professional. The
responsible party shall prepare Record Drawings for the Project. The responsible party shall
provide to Owner one (1) set of Record Drawings on computer magnetic media as required
by Owner with one (1) set of back-up media containing the complete drawings for the
Project in AutoCAD. The resulting image produced on the viewing screen shall include all
title blocks, borders, details and notes that are visible on full-sized originals. These
provisions apply to all projects conducted at Maricopa County. All electronic media with
As-Built or Record Drawings MUST be in AutoCAD format and PDF. The Project Manager
shall make allowance in their budget to be able to pay for these Additional Services.
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1.26 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 protection systems, materials and any of the engineering
services necessary to produce a complete and accurate set of plans and specifications for the
permitting and construction of the Project.
1.27 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.
1.28 STATEMENT OF PROBABLE CONSTRUCTION COST: A summary of the estimated
cost of the building(s) including wastewater, stormwater, 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.
1.29 SUBSTANTIAL COMPLETION: That date on which, as certified in writing by DP, the
Work, or a portion thereof designated by the Project Manager is at a level of completion in
substantial compliance with the Contract Documents and has satisfied all requirements in the
specifications 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.
1.30 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 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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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

ARTICLE 2 - DP SERVICES AND RESPONSIBILITIES
2.1 BASIC SERVICES:
DP agrees to provide complete professional A/E Services set forth in the Three (3) 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:
2.1.1 Phase I— Selection and Award of Construction Management @ Risk Contractor
Solicitation of CM@R: Upon completion of Phase I of the design process, and approval
by Owner of the Schematic Design Documents and Schematic Design Studies or at such
other time during Phases III or IV of the design process as Owner may elect, DP shall
participate in the evaluation, negotiation and selection of one qualified construction
management firm to serve as the CM@R.
Issuance of RFQ, Addenda, Proposal Opening and Selection:
2.1.1.1 At the direction of the Project Manager DP shall assist in the review the RFQ for
CM@R Services.
2.1.1.2 DP shall prepare addenda, if any are required, for Owner to issue to all prospective
firms intending to respond to the RFQ. No addendum shall be issued without the
prior written approval of the Project Manager.
2.1.1,3 At the request of the Project Manager DP shall participate in any selection committee
meetings and meet with Owner's staff and Project Manager to assist in evaluating
Responses to the RFQ and qualifications.
2.1.1.4 At the direction of the Project Manager DP shall attend all presentations by or
interviews with CM@R candidates.
2.1.2 Phase II — Construction Documents Development:
2.1,2.1 Working from the approved Design Development Documents and in accordance with
Owner's Format, DP with assistance from the CM@R shall prepare for approval by
Owner Construction Documents setting forth in detail all requirements necessary for
the construction of the Project. DP shall fully involve the CM@R during this design
phase to perform as needed or authorized, ongoing bidability and constructability
reviews, value engineering proposals, an estimate of final cost and a, preliminary
baseline construction schedule. 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. Since all Final
Construction Documents must be permissible, these Construction Documents must
be reviewed by the CM@R for its written concurrence that the Project can be
constructed within the Maximum Cost Limit set by Owner.
2.1.2.2 90% Construction Documents Submittal: DP shall make a 90% Construction
Documents submittal to the CM@R for review and concurrence. Upon approval of
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CM@R, the 90% Construction Documents shall then be submitted to Owner by DP
for approval by Owner, which submission shall include:
2.1.2.3 Four (4) hard copies and one (1) electronic media set (PDF and CAD) of all drawings
and specifications,
2.1.2.4 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.
2.1.2.5 DP shall, in the preparation of the 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.
2.1.2.6 A further updated Statement of Probable Construction Cost as determined by DP
and CM@It. as indicated by time factor, changes in requirements, or general market
conditions, and an updated Project Development Schedule.
2.1.2.7 An Authorization to Proceed with the completion of Phase 11 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, the CM@R and Owner mutually agree on methods of cost
reduction sufficient to enable construction of the Project within the funds available.
2.1.2.8 DP shall not proceed with further design development until approval of the 90%
Construction Documents and the Statement of Probable Cost is received from the
Director or Director's designee. DP, with input from the CM@R, shall make all
needed changes to the documents and resolve all questions indicated on the
documents. The 90% complete Check Set shall be returned to Owner.
2,1.2.9 At 90% completion of the Construction Document phase, DP shall deliver four .(4)
hard copies, one (1) electronic media set (PDF and CAD) on disk of the
Construction Documents and complete set of Project manuals and other documents
to Owner for distribution to Building Officials or entities for review and approval.
Owner will provide final review comments to DP. 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. DP shall not
proceed to the 100% Construction Document Phase until authorized by Owner to
do so.
2,1.2.10 100% Construction Documents Submittal:
2.1.2.11 Upon 100% completion of the Construction Documents, DP shall submit to Owner
and the CM@R each four (4) hard copies, one (1) electronic media set (PDF and
CAD) on disk of Check Sets of the drawings, specifications, reports, programs,
etc., together with a final, updated Statement of Probable Construction Cost
developed with assistance from the CM@R or, when specifically authorized by
Director as a reimbursable expense, a Detailed Estimate of Cost. All
recommendations of Owner and Clvl@R from this review shall be incorporated by
DP into the Construction Documents prior to submission of the 100% Construction
Documents. The Construction Documents 100% submittal shall consist of six (6)
full size sets of drawings; three (3) 11"x17" size sets of drawings and six (6) sets of
Project manuals for Owner to review together with one (1) electronic set of bound
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

Auto-Cad drawings and PDF's on disk. This set 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.
2.1.2.12 Prior to Owner's approval of the 100% Construction Documents, DP shall obtain
written concurrence from the CM@R that the approved 100% Construction
Documents can be constructed and completed within the Maximum Cost Limit.
Any subsequent material design modifications to the approved 100% Construction
Documents requested by Owner shall be an additional cost to Owner.
2.1.2.13 DP shall make all required changes or additions and resolve all questions from the
CM@R, the Project Manager and the Director 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 Specifications, along with a
reproducible set and an electronic copy to Owner and CM@R without additional
charge.
212.14 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 or
reproducible copies thereof available to Owner for reproduction of additional
copies as may be required for bid solicitation and/or construction purposes.
2.1.2.15 DP expressly warrants that the Plans and Specifications and Construction
Documents for the Project have been prepared by DP and the Subconsultants 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,
2.1.2.16 DP shall be responsible for and repay to Owner the cost of any additional design,
studies and reports, field layout testing, construction and administration and
supervision necessary to correct errors or 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.
2.1.2.17 DP agrees it shall be held accountable for any actual additional Project costs
incurred by Owner due to DP errors and omissions in the Construction Documents
that do not comply with the standard of care.
2.1.2.18 CM@R Contract:
2.1.2.19 During the timeframe of Owner's Agreement with the CM@R for Pm-Construction
Services, DP shall, as requested by the Project Manager, provide assistance to
Owner in connection with Owner's acceptance of CM@R's Guaranteed Maximum
Price ("GMP") proposal, including but not limited to determining and
memorializing the criteria and factors on which the GMP proposal is based;
2.1.2.20 In the event Owner does not accept the CM@R's last proposal of a GMP, after
value engineering and other steps to arrive at a GMP have been taken, Owner may,
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

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 assist
Owner in soliciting bids from qualified, licensed general contractors in accordance
with A.R.S. § 34-201 in its then existing statutory form.
2.1.2.21 During the tiniefraine of Owner's agreement with CM@R for Construction Phase
Services, DP acknowledges its responsibility and duties called out and set forth in
Owner's agreement with CM@R in addition to the responsibilities set forth herein.
2.1.3 Phase HI - Observation and Administration of the Construction Contract:
2,1.3.1 The Construction Phase of the Project shall 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 entered and other Contract
Documents and as provided herein,
2.1.3.2 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 between Owner and CM@R.
2.1.3.3 DP shall visit the site at least weekly and at such times as requested by the Project
Manager, and at all key construction events and 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.
2.1,3.4 DP is not responsible for the CM@R'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 CM@R's or
Subcontractors', or any of their agents' or employees', failure to perform the Work
in compliance 1,vith the Contract Documents.
2.1.3.5 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 Project Manager. DP shall
ascertain that the CM@R is making timely, accurate, and complete notations on its
As-Built Drawings as the Work proceeds and review those As-Built Drawings on a
monthly basis.
2.1.3.6 Based on observations at the site and consultation with the Project Manager, DP
shall assist in determining the amount due the CM@R 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
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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:
2.1.3.6.1 an evaluation of the Work for compliance with the Contract
Documents upon Substantial Completion,
2.1.3.6.2 the results of any subsequent tests required by the Contract Documents,
2.1.3.6.3 minor deviations from the Contract Documents correctable prior to
Project completion, and
2.1.3.6.4 any specific qualifications stated in the Payment Application.
2.1.3.7 If Owner elects to withhold, in whole or in part, any progress payment to CM@R,
DP will 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.
2.1.3.8 DP shall be the interpreter of the requirements of the Contract Documents and the
judge of 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 CM@R. If revisions to the plans and/or
specifications become necessary, DP shall make a written proposal as to the cost
unless the need for revision is attributable to DP.
2.1.3.9 DP shall render written recommendations, within a reasonable time, on all claims,
disputes or other matters in question between Owner and the CM@R 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 decisions regarding non-
technical interpretations or disputes related to or arising therefrom.
2.1.3.10 Such interpretations and decisions of DP shall be consistent with the intent of and
reasonably inferable from, the Contract Documents and shall be in written form
with graphic supplementation if helpful. In the capacity of interpreter, DP shall
endeavor to secure faithful performance of the Contract by both Owner and the
CM@R, and shall not show partiality to either.
2.1.3.11 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 of the work 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, electrical, structural, landscape or other related inspection
expertise and services as is necessary from time to time to determine compliance
with the Construction Contract.
2.1.3.12 DP shall review, approve, and return shop drawings, samples, and other
submissions of the CM@R for conformance with the design concept of the Project
and for compliance with the Contract Documents within fourteen (14) days from
receipt.
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROD

2.1.3.13 DP shall respond to all Requests for Information or Requests for Information or
Clarification from the CM@R or Owner within seven ("7) days from receipt. and
shall do so with graphic supplementation when helpful. All reviews are to be
conducted in a timely manner so as to not delay progress of the construction.
Changes to or substitution of Construction Documents shall not be authorized
without the concurrence of Owner.
2.1.3,14 As and if requested by Owner, DP shall review and recommend action on proposed
Change Orders within the scope of the Contract. 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.
2.1.3.15 Upon receipt of CM@R's Request for Substantial Completion with CMq_,,t)R;s
Punch List attached, DP shall, prior to occupancy by Owner, recommend Owner
make a determination as to Substantial Completion after first ascertaining that the
Project is substantially completed in accordance with the Contract requirements, A
DP punch list of any remaining defects and discrepancies in the Work required to
be shall be prepared by DP in conjunction with Project Manager, and full and
satisfactory performance obtained thereon from the CM@R before DP
recommends Final Acceptance Final Payment is made to the CM@R.
2.1,3.16 DP shall obtain from the CM@R all guarantees, operating and maintenance
manuals for equipment, releases of claims and such other documents and
certificates as may be required by applicable codes, laws, and the specifications,
review them for compliance with Contract requirements, and deliver them to
Owner if in compliance.
2.1.3.17 DP shall provide assistance in obtaining the CM@R'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, 3) final clean-up of the Project.
2.1.3.18 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,
2.1.3.19 DP shall prepare and submit to Owner weekly and/or monthly reports, as required
by the Project Manager, throughout the Construction Phase of the Project. The
reports shall provide the current status of activities of DP, CM@R, 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,
2.1.3.20 For both Basic and Additional Services, DP shall prepare Record Drawings and
provide to Owner one (1) set of Record Drawings, signed and sealed, on computer
magnet media with one (1) set of back-up 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.
2.1.3.21 In connection with Final Acceptance and final payment, DP shall inspect the Work
and determine:
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

2.1.3.21.1 Whether the CM@R has satisfactorily completed or corrected all items
on the punch list attached to the Request for Substantial Completion;
2.1.3.21.2 Whether the work complies with i) the Contract Documents, and ii) all
applicable laws, building codes or authorities having jurisdiction;
2.1.3.21.3 Whether required inspections by building officials have been
completed; and
2.1.3.21.4 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 deliver a
complete set of As-Built Drawings as defined in Article 1, above, prior
to Final Acceptance.
2.1,3.22 DP shall assist Owner in conducting a post-construction inspection at least thirty
(30) days prior to the expiration of the two-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.
2.1.4 Maximum Cost Limit:
2.1.4.1 If at any time during Phases I through III 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, with the CM@R's
assistance, 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.
1.1 ADDITIONAL SERVICES:
2.2.1 The Additional Services listed below are beyond the scope of the Basic Services as same
are defined in this Agreement, and if authorized 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, below.
2.2.1.1 Special analyses of Owner's needs, and special detailed programming requirements
for the Project authorized by Director or Director's designee.
2.2.1.2 Financial feasibility, life cycle costing or other special studies.
2.2.1.3 If not provided for in Basic Services or Owner's own program, planning surveys,
site evaluations, or comparative studies of prospective sites as authorized by
Director or Director's designee.
2.2.1.4 Design services relative to future facilities, systems and equipment which are not
intended to be constructed as part of the Project.
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Agreement between Maricapa County and Pearson Engineering Associates Inc. Serial # 12103-ROD

2.2.1.5 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.
2.2.1.6 Detailed Estimates of Construction Cost consisting of quantity surveys itemizing
all material, equipment and labor required for the Project.
2.2.1.7 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.
2.2.1.8 Investigation and making detailed appraisals and valuations of existing facilities,
and surveys or inventories in connection with construction performed by Owner.
2.2.1.9 Any additional special professional services (other than the customary
architectural, plumbing, civil, structural, geo-technical, mechanical and electrical
engineering and landscape design services) as may be required for the Project,
including but not limited to: acoustical, food service, theatrical, electronic, artists,
and sculptors.
2.2.1.10 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.
2.2.1.11 Extended assistance beyond that provided under Basic Services for the initial start-
up, testing, adjusting and balancing of any equipment or system; 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 CM@R, subcontractor, or equipment
manufacturer.
2.2.1.12 A/E Services concerning replacement of any Work damaged or built in non-
compliance with the Col-ill-act 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.
2.2.1.13 Making major revisions changing the scope of the Project, to Drawings and
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.)
2.2,1.14 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 during the course of the Agreement.
2.2.1.15 Providing services after Final Completion and final payment has been made to
the CM®R,
2.2.1.16 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 Observations and
Administration is approved by the Project Manager.
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2.2.1.17 Any other services not otherwise included in this Agreement.
2.2.1.18 Failure to timely perform any part of the 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 these services and others incurred by Owner shall be borne by DP.
2.2.1.19 DP shall not perform any services not covered by this Agreement and any such
services performed by DP without written authorization shall be at DP's own risk
and cost. DP hereby agrees that in the absence of' written authorization, DP shall
make no claim for compensation for unauthorized services.
2.2.1.20 At the County's option, The DP shall provide field investigation and "as-built"
drawings of existing data jack locations.
2.3 REIMBURSABLE COSTS:
2.3.1 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 and Special Subconsultants in
the interest of the progress of Work and in accordance with the County's Contractor
Travel Policy (MM0030) for the following purposes:
2.3.1.1 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.
2.3.1.2 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.
2.3.1.3 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 is not considered a permanent office.
2.3.1.4 Cost of printing, reproduction or photography which is required by or of DP to
deliver services set forth in this Agreement.
2.3.1.5 Identifiable testing costs approved by Project Manager.
2.3.1.6 All Permit fees paid to regulatory agencies for approvals directly attributable to the
Project.
2.3.1.7 Reimbursable Subconsultant expenses are limited to the items described above and
on the same basis.
2.3.1.8 All Reimbursable Costs will be approved by Owner only pursuant to verified
invoices, receipts or other acceptable proof of expenditure provided by DP.
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

ARTICLE 3- SUBCONSULTANTS
REGISTRATION OF SUBCONSULTANTS:
3.1.1 All contracts entered into by DP with Subconsultants or Special 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 and Special
Subconsultants must incorporate all terms and provisions of this Agreement as they relate to
the duties and responsibilities of DP on the Project.
3.2 SUBCONSULTANTS' RELATIONSHIP:
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 the 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
Arrington Watkins Architects
Caruso Turley Scott Structural Engineers
3.2.4 DP shall not change or replace any Subeonsultant without first obtaining prior written
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 unreasonable delayed by
the Director or Director's designee and if the request is denied, an explanation will be
provided.
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 Complete and accurate 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.
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

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 necessary to obtain
sufficient information to perform his services. Investigative services in excess of "Normal
Requirements," under normal industry standards, must be authorized in advance.
4.1.4 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.
ARTICLE 5- PROJECT MANAGEMENT AND REVIEW PROCEDURES
5.1 PROJECT MANAGEMENT:
5.1.1 The Director or Director's designee shall act on 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 The Maricopa County Facilities Management Department shall act as liaison between DP
and Owner. The Director shall designate a 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 During the Construction Phase, the Project Management staff shall assume the
responsibilities of Owner as described in the CM@R Construction Contract.
5.1.4 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:
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 and CM@R in accordance with the Project Schedule.
5.2.2 Owner and CM@R will be required to provide all review comments to DP within thirty (30)
days from receipt of the submittal.
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

5.2.3 DP shall respond to and incorporate review comments transmitted by Owner and CM@R.
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 or Project Manager 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, Project Manager or CM@R will reply within fourteen (14)
days to any responses requiring confirmation and will advise DP if any further reconciliation
is required.
5.2.6 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.
5.2.7 Resolution of Differences: Owner or Project Manager will schedule a meeting between DP,
CM@R and Owner, to take place within fourteen (14) days after review comments are
issued to DP, in order to resolve all issues between teams. Owner or Project Manager will
arrange additional meetings or conference calls if necessary, in order to expedite resolution
and avoid impact to the Project Schedule or the Contract Documents.
5.2.8 Backcheck Review: If any comments remain unsatisfied, additional backcheek submittals
shall be required from DP until all comments have been satisfied. Any costs associated with
DP's preparation of the backcheck submittals shall be DP's responsibility.
5.2.9 Resolution of all review comments is requisite for completion of any phase of the Design
Services.
ARTICLE 6- BASIS OF COMPENSATION
6.1 FEES FOR PROFESSIONAL SERVICES;
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 Fee mutually agreed upon of $641,340.08 or as set forth on
Exhibit "A" DP's Proposal.
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, CM@R, 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 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.
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

6.2 ADDITIONAL SERVICES/REIMBURSABLES FEE:
DP may be authorized to perform and for Additional Services described under Section 2.2 and
Reimbursable Costs described in 2.3. The payment for such services will be computed by a negotiated
lump sum fee:
6.2.1 Provide site investigation and production of as-built drawings as requested by Owner or
Project Manager.
6.2.2 The following principals may be employed on the Project:
Al I. Krueger, PE
David S. Pearson, PE
Jeff F. Ruthstrom, PE.
David Watkins AIA
Torn Morris, PE
6.2,3 Personnel on the Project by DP may include architects, engineers, designers, job captains,
draftsmen, specification writers, field accountants and inspectors 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 Should overtime work be deemed necessary and authorized in advance by the Director or
Director's designee, the compensation for such work shall be approved by the Director or
Director's designee and should be authorized to proceed with overtime.
6.2.5 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, 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,
6.2.6 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
2.4 shall not exceed $00.00. 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.
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

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.
7.1,1 15% upon completion and approval of Phase I.
7.1.2 75% upon submittal and approval of 90% of Phase II.
7.1.3 80% upon 100% completion of Phase II.
7.1.4 90% upon completion of and approval of all professional services including Phase III
services,
7.1.5 100% 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.
7.1.6 Partial payments may be made during Phase III, 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 a Lump Sum Amount, 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 the approved Subconsultants engaged on the Project or task. DP shall attach to the
invoice all supporting data for payment to the subconsultants.
7.2.2 In addition to the invoice, DP shall, submit a progress report giving the percentage of
completion of the Project development and the total estimated fee to completion.
7.3 DEDUCTIONS:
7.3.1 No deductions shall be made from the DP's compensation on account of liquidated damages
assessed against CM@R or other sums withheld from payments to CM@R.
ARTICLE 8- INDEMNIFICATION AND INSURANCE
8.1 INDEMNIFICATION:
DP's Duty to Indemnify and Defend. To the fullest extent permitted by law, the DP shall defend,
indemnify and hold harmless the OWNER, its agents, representatives, officers, directors,
officials, and employees from and against all claims, damages losses, and expenses, including but
not limited to attorney fees, court costs, expert witness fees, and the cost of appellate proceedings,
relating to, arising out of, or alleged to have resulted from the negligent, reckless, or intentionally
wrongful acts, errors, omissions or mistakes of the DP, its agents, representatives, employees, or
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

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.
8.1.1.1 The amount and type of insurance coverage requirements set forth herein will in no
way be construed as limiting the scope of the indemnity in this paragraph.
8.1.1.2 The scope of this indemnification does not extend to the sole negligence of Owner.
8.2 INSURANCE REQUIREMENTS:
8.2,1 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 A7. 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 form of any insurance policies and forms must be acceptable to
Owner.
8.2.1.1 All insurance required herein shall be maintained in full force and effect until all
work or service required to he performed under the terms of the Agreement is
satisfactorily completed and foinially accepted. Failure to do so may, at the sole
discretion of Owner, constitute a material breach of this Agreement.
8.2.1.2 DP's insurance shall be primary insurance as respects Owner, and any insurance or
self-insurance maintained by Owner shall not contribute to it.
8.2.1.3 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.
8.2.1.4 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.
8.2.1.5 Owner reserves the right to request and to receive, within ten (10) working days,
certified copies of any and all of the herein required insurance policies and/or
endorsements. Owner 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.
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial /I 12103-ROQ

8.2.1,6 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 Insured's.
8.2.1.7 The policies required hereunder, except Worker's 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:
8.3.3 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.
8.3.4 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-owed vehicles assigned to or used in performance of DP's work
or services under this Agreement.
8.3.5 Worker's Compensation: Workers' Compensation insurance to cover obligations imposed
by federal and state statutes haying 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.
8.3.6 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:
8.4.1 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
8.4.2 Automotive Liability $2,000,000 Each Occurrence
8.4.3 Workers' Compensation $1,000,000 Each Accident
$1,000,000 Disease for Each Employee
$1,000,000 Disease Policy Limit
8.4.4 Errors and Omissions $2,000,000 Each Claim
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

8.5 CERTIFICATES OF INSURANCE:
8,5.1 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.
8.5,1.1 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.
8.5.1.2 If a policy does expire during the life of the Agreement, a renewal certificate must
be sent to Owner within fifteen (15) days prior to the expiration date.
8.6 CANCELLATION AND EXPIRATION NOTICES:
8,6.2 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 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, 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:
9.2.1.1 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.
9.2.1.2 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 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.
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9.3 NO WAIVER OF PERFORMANCE:
9.3.1 The failure of either party 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 tenn, covenant,
condition or right with respect to further performance.
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 Drawings and 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 Drawings and Specifications for
information and reference in connection with Owner's use and occupancy of the Project.
10.1.3 Submission or distribution of Design 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 DP's rights.
10.1.4 To 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 incidental 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, Subconsultants and subcontractors 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, specifications and
reports or 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.
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Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

ARTICLE II- ALTERNATIVE DISPUTE RESO UTION
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
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 § 1.6.2 below, the County and CMR 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 CMR 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.
11.5 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 CMR
declaring need to commence the neutral evaluation process.
11.6 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.
11.7 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.
11.8 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.
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11.9 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.
11.10 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
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 CMR 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 1.6.11 and the proceeds
from the bond shall be allocated in accordance with paragraph 1.6.13 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.
11,11 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 CMR's appointed arbitrator and a third arbitrator (or "neutral arbitrator") who shall
be selected by the parties' arbitrators as set forth in Section 1.5.2. The arbitration is to be
convened and administered under the Revised Uniform Arbitration Act ("RIJAA") (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.
11.12 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 1.2, 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 thc Default Neutral Arbitrator. If the County and CMR
cannot agree on the single arbitrator or upon a Default Neutral Arbitrator, then County and the
CMR shall each submit two names to Judge Eino Jacobson, 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 1.4.13) unless and until the CMR is determined by the Arbitration Panel
to be the non-prevailing party and the Arbitration Panel determines per 1.6.11 what party pays
such costs.
11.13 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 baying been received. This deadline can be extended only
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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.
11.14 Procedure. The single arbitrator or the Arbitration Panel will conduct the hearing in such a
manner that will resolve disputes, in a prompt, cost efficient manner giving regard to the rights of
all parties. Each party shall supply to the single arbitrator or Arbitration Panel a written pre
hearing statement which shall contain a brief statement of the nature of the claim or defense, a list
of witnesses and exhibits, a brief description of the subject matter of the testimony of each
witness who will be called to testify, and an estimate as to the length of time that will be required
for the arbitration hearing. The single arbitrator or the 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 mariner 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.
11.15 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.
11.16 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 1.6.11 herein. The award is to be in accordance with the
Contract and the law of the State of Arizona.
11.17 Scope of Award. Regardless of the provisions of the RIJAA, 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.
11.18 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.
11.19 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.
11.20 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 CMR. Nothing herein
shall create the right by any party to assert claims against another party not germane to the
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Contract or not recognized 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. CMR cannot be joined to any pending
arbitration proceeding, without CMR's express written consent and unless CMR is given the
opportunity to participate in the selection of the single arbitrator or non-County appointed
arbitrator.
11,21 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 CMR 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 CMR's obligation to pay fees and costs be limited to
the amount of the bond posted herein, In no event shall any Arbitrator's hourly fees be awarded in
an amount in excess of $250 per hour and (i) costs shall not include any travel expenses in excess
of mileage at the rate paid by Maricopa County, not to exceed a one way trip of 150 miles, and
(ii) all travel expenses, including meals, shall be reimbursed pursuant to the travel policy of
Maricopa County in effect at the time of the hearing. The determination of prevailing and non-
prevailing parties, and the appropriate allocation of fees and costs, will be included in the award
by the single arbitrator or Arbitration Panel. Fees for the Neutral Evaluator shall be paid by
County.
11.22 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.
11.23 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.
11.24 Change Order. Any award in favor of the CMR against the County or in favor of the County
against the CMR shall be reduced to a Change Order and executed by the parties in accordance
with the award and the provisions of the Contract.
11.25 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.
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11.26 Inclusion in Other Contracts. The CMR shall cooperate with the County in efforts to include
this ADR provision in all other Project contracts. Subject to CMR's reasonable agreement, the
CMR agrees that any modification to this ADR provision that is included in the construction or
other contracts shall also apply to the CMR. It is the intent of the parties that any changes to this
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:
12.1.1 Owner may suspend the Project and DP's services without cause but if the Project is
suspended for more than 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 more than 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.
ARTICLE 13 - MISCELLANEOUS
13.1 MAINTENANCE OF RECORDS:
13.1.1 DP shall maintain and require Subconsultant to keep 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:
13.2,2 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:
13.3.3 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:
13.4.4 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:
13.5.5 The failure of either party 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:
13.6.6 DP shall use reasonable care not to specify for use in the Project any product known by DP
to contain hazardous substances as deemed in 42 U.S.0 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:
13.14.7 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:
13.8.8 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:
13.9.9 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.
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13.9.10 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.
13.10 TRUTH-IN-NEGOTIATION CERTIFICATE:
13.10.11 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:
13.11.12 Whenever any party is required 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
Jeff Ruthstrom, P.E.
Senior Vice President
Pearson Engineering Associates, Inc.
8825 N. 23rd Ave
Suite 11
Phoenix, AZ 85021
13.12 SEVERABILITY:
13.12.13 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:
13.13.14 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.
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13.14 EXTENT OF AGREEMENT:
13.14.15 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 way, 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.
13.15 NO CONTINGENT FEE:
13.15.16 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;
13.16.17 This Agreement shall be interpreted and construed in accordance with and governed by the
laws of the State of Arizona. 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:
13.17.18 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:
13.18.19 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:
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13.19.20 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:
13.20.21 This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements and understandings applicable to the matters contained herein
and the parties agree that there are no commitments, agreements or understandings
concerning the subject matter of this Agreement that are not contained in this document.
Accordingly, the parties agree that no deviation from the terms hereof shall be predicated
upon any prior representations or agreements, whether oral or written. It is further agreed
that no modification, amendment or alternation in the terms or conditions contained herein
shall be effective unless set forth in writing.
13.21 LEGAL WORKER REQUIREMENTS:
13.21.22 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. CM@R 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 administrated 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 CM@R. CM@R acknowledges that a breach of this
warranty by CM@R 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
CM@R any subcontractor and sub-subcontractor who works on this Contract, to ensure
that CM@R and each subcontractor and sub-subcontractor is complying with the
warranties set forth above. CM@R shall be responsible for all costs associated with
compliance with this requirement.
13.22 INFLUENCE:
13.22.1 As prescribed in MCI -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:
13.22.1.1 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,
13.22.1,2 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 AMENDMENTS:
OET Zone 2 Refresh Design Page 34
Agreement between Maricopa County and Pearson Engineering Associates Inc, Serial # 12103-ROQ

13.23.23 Al] amendments to this Contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County
IN WITNESS WHEREOF, this agreement shall be in full force and effect only
when the Board of Supervisors of Maricopa County, Arizona has approved it, and when executed by
the Chairman of the Board of Supervisors or when applicable, the Chief Procurement Officer.
Pearson Engineering Associates, Inc. 86-0358447
Design Professional Firm Name Federal Tax Identification Number
11164-
Arizona State Board of Technical Registration Number
Jeff Ruthstrom, P.E. Senior Vice President
Printed Name Title
Net 30
Vendor's/Firm 's Payment Terms
COUNTY OF MARICOPA, ARIZONA ATTEST:
RECOMMENDED BY
Department Head Date Clerk of the Board Date
LEGAL REVIEW:
ACCEPTED AND APPROVED:
Approved as to form and within the powers and
authority granted under the laws of the State of
Arizona to Maricopa County.
Chairman, Board of Supervisors Date
By:
Attorney for the Board of Supervisors Date
92544
NIGP Commodity Code (Advantage)
OET Zone 2 Refresh Design Page 35
Agreement between Maricopa County and Pearson Engineering Associates Inc. Serial # 12103-ROQ

EXHIBIT 'A' LUMP SUM AMOUNT
90% DESIGN REVIEW DOCUMENTS
PEARSON Mechanical Principal 160 Hours @ $144.92 = $23,187.20
ENGINEERING Mechanical Engineer 420 Hours @ $124.20 = $52,164.00
ASSOCIATES, Mech Senior Designer 370 Hours @ $106,97 = $39,578.90
INC. Electrical Principal 60 Hours @ $144.92 = $8,695.20
Elec Senior Designer 465 Hours @ $106.97 = $49,741.05
ELECTRICAL Electrical Designer 460 Hours @ $ 72.50 = $32,625.00
MECHANICAL
PLUMBING SUB-TOTAL = $205,991.35
100% DESIGN REVIEW DOCUMENTS
Mechanical Principal 32 Hours@ $144.92 = $ 4,637.52
Mechanical Engineer 100 Hours@ $124.20 = $12,420.00
Mech Senior Designer 92 Hours @ $106.97 = $ 9,841.24
Electrical Principal 32 Hours @ $144.92 = $ 4,637.44
Elec Senior Designer 120 Hours@ $106.97 = $12,836.40
Electrical Designer 110 Hours @ $ 72.50 = $ 7,975.00
PARTNERS
SUB-TOTAL $ 52,347.52
D. Pearson, PE
D. Doyle, PE
A. Krueger, PE CONSTRUCTION ADMINISTRATIVE SERVICES
J. Mostajabi, PE, RCM Mechanical Principal 320 Hours © $144.92 =$46,374,40
J Rothstrom, PE Mechanical Engineer 390 Hours @ $124.20 =$48,438.00
Electrical Principal 120 Hours @ $144,92 417,390.40
Elec Senior Designer 400 Hours @ $106.97 442,788_00
ASSOCIATES Electrical Designer 180 Hours @ $ 72,50 =$13,050.00
S. Harris, IAEI
SUB-TOTAL = $168,040.80
A. Mondragon
M. Olson, FASPE
POST CONSTRUCTION SERVICES
L. Robertson, fCCEI
C. Seymour, CP D Mechanical Principal 16 Hours @ $144.92 = $ 2,318.72
Mechanical Engineer 35 Hours @ $124.20 = $ 4,347_00
Mech Senior Designer 80 Hours @ $106.97 = $ 8,557.60
Electrical Principal 16 Hours @ $144,92 = $ 2,318.72
Elec Senior Designer 40 Hours @ $106.97 $ 4,278,80
8825 N 23rd Ave Electrical Designer 80 Hours @ $ 72,50 = 5,800.00
Suite 11
Phoenix, AZ 85021
T. (602) 264-0807 SUB-TOTAL = $ 27,620.84
F. (602) 274-7542
OET Zone 2 Refresh Design Page I 36
Agreement between Maricopo County and Pearson Engineering Associates Inc. Serial It 12103-ROQ

WI PEARSON Re: Maricopa County OET Zone 2
ENGINEERING Page 2
ASSOCIATES, INC. October 2, 2013
DATA/VOICE DEVICE LOCATION "AS-BUILT' DRAWINGS
Electrical Principal 15 Hours @ $144,92 = $ 2,173.80
Dec Senior Designer 46 Hours @ $106,97 $ 4,813.65
Electrical Designer 375 Hours @ $ 72.50 = $27,187.50
SUB-TOTAL $34,174.95
MECH/ELEC SUB-TOTAL = $488,175.46
ARCHITECTURAL ALLOWANCE =$ 79,392.00
STRUCTURAL ALLOWANCE =$ 54,272.62
CONTINGENCY =$ 15,500.00
ESTIMATED EXPENSES =$ 4,000.00
PROJECT TOTAL 2E $641,340.08
LA2013T13-2C161WpTrappsallExhibit A Lump Sum Amount.dpc
OFT Zone 2 Refresh Design Page 1 37
Agreement between Maricopa County and Pearson Engineering Associates inc. Serial It 12103-R0Q