250038 -CONTRACT PHASE II GMP 8.PDF
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Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 1 CONSTRUCTION MANAGEMENT AT RISK (CMR) PHASE II, GMP 8 CONSTRUCTION SERVICES (Renovation of West Courts Tenant Improvement Project) Office Space Optimization Project FACILITIES MANAGEMENT DEPARTMENT By and Through the OFFICE of PROCUREMENT SERVICES Contract # 250038-CMR Serial # 250038-CMR C-73-____________________ Project # 3303-25-00523 MARICOPA COUNTY, ARIZONA ' ,*" &&- $'( C-73-26-002-X-06 Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 2 CONSTRUCTION MANAGEMENT AT RISK PROFESSIONAL SERVICES AGREEMENT PHASE II CONSTRUCTION SERVICES BETWEEN MARICOPA COUNTY, ARIZONA, OWNER, AND Kitchell Contractors, Inc. of Arizona, PROFESSIONAL CMR FOR CONSTRUCTION SERVICES FOR Office Space Optimization Project AT Phoenix, Arizona Whereas, Maricopa County (hereinafter the “County” or “Owner”) desires to construct Office Space Optimization Project at Phoenix, Arizona, and Whereas, it is in the best interests of the County to obtain professional construction management services in order to insure quality, timely and valued construction from a pre-approved professional Construction Manager at Risk (CMR), and Whereas, the COUNTY has competitively selected the Construction Manager at Risk in accordance in following the procedures in Section 34-603, Arizona Revised Statutes, and the Maricopa County Procurement Code from several firms, and Whereas the selected firm will provide professional CMR and construction management services for the Office Space Optimization Project as directed by the County. Whereas the Facilities Management Department is a part of the Maricopa County Regional Development Services constellation, the Assistant County Manager will, from time to time, participate or assist in the timely execution of various aspects of the design, construction, and completion management on behalf of the Maricopa County Manager. This agreement made this 11th day of February, 2026, by and between Maricopa County (hereinafter called the “Owner”) and Kitchell Contractors, Inc. of Arizona, hereinafter called the “CMR” as Construction Manager at Risk for Phase II Construction Services. Witnesseth, that the Owner and the CMR, for the considerations herein set forth, agrees as follows: Construction Agreement Construction Management at Risk Phase II The Scope of this Project is defined as follows: The construction of Office Space Optimization Project, and as further outlined in Exhibit A, attached hereto and incorporated herein by reference as though fully set forth herein. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 3 TABLE OF CONTENTS PAGE # ARTICLE 1 - SCOPE OF WORK.................................................................................... 5 CONTRACT PRICE WITH A GUARANTEED MAXIMUM PRICE (GMP) ..................... 5 ARTICLE 2 – DEFINITIONS.......................................................................................... 5 ARTICLE 3 - CMR’S SERVICES AND RESPONSIBILITIES......................................... 9 ARTICLE 4 - PRIORITY OF PROVISIONS ................................................................. 14 ARTICLE 5 - DESIGN PROFESSIONAL’S AUTHORITY............................................ 14 ARTICLE 6 - TIME FOR PERFORMANCE ................................................................. 15 ARTICLE 7 - CHANGES IN THE WORK OR TERMS OF CONTRACT DOCUMENTS ............................................................................................................... 17 ARTICLE 8 - PAYMENTS AND COST OF THE WORK.............................................. 20 ARTICLE 9 - CONTINGENCY..................................................................................... 25 ARTICLE 10 - DISCOUNTS, REBATES AND REFUNDS............................................. 26 ARTICLE 11 - SUBCONTRACTS AND PURCHASE ORDERS .................................... 26 ARTICLE 12 - INSURANCE ......................................................................................... 26 ARTICLE 13 - INDEMNIFICATION AND INSURANCE ............................................. 30 ARTICLE 14 – PERFORMANCE / PAYMENT BOND AND QUALIFICATIONS OF SURETY................................................................................................. 30 ARTICLE 15 - INDEPENDENT CMR........................................................................... 31 ARTICLE 16 - ACCESS TO AND RETENTION OF PROJECT RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW................................ 32 ARTICLE 17 - AS BUILT RECORDS ........................................................................... 32 ARTICLE 18 - CMR’S RESPONSIBILITY FOR THE WORK...................................... 33 ARTICLE 19 - OCCUPATIONAL HEALTH AND SAFETY ......................................... 33 ARTICLE 20 - PERMITS, LICENSES AND IMPACT FEES......................................... 35 ARTICLE 21 – PERSONNEL........................................................................................ 35 ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 4 ARTICLE 22 - CMR'S WARRANTIES ......................................................................... 35 ARTICLE 23 - DEFECTIVE WORK............................................................................. 36 ARTICLE 24 - CONSTRUCTION SIGNAGE................................................................ 37 ARTICLE 25 - OWNERSHIP OF CONTRACT DOCUMENTS..................................... 37 ARTICLE 26 - CMR'S REPRESENTATIVE ................................................................. 37 ARTICLE 27 - OWNER’S RIGHT TO TERMINATE CONTRACT .............................. 38 ARTICLE 28 - RESOLUTION OF DISPUTES .............................................................. 38 ARTICLE 29 – NOTICES.............................................................................................. 39 ARTICLE 30 - REQUIREMENTS FOR CONTRACTS WITH SBE GOALS ................. 40 ARTICLE 31 - OTHER TERMS & CONDITIONS ........................................................ 40 ATTACHMENT A......................................................................................................... 46 EXHIBIT A - CONSTRUCTION DOCUMENTS ........................................................... 47 EXHIBIT B - GMP PROPOSAL.................................................................................... 48 EXHIBIT C - INSURANCE CERTIFICATE(S) ............................................................. 49 EXHIBIT D - PAYMENT BOND ................................................................................... 50 EXHIBIT E - PERFORMANCE BOND ......................................................................... 51 EXHIBIT F - MARICOPA COUNTY SMALL BUSINESS ENTERPRISE PROGRAM . 52 EXHIBIT G - ALTERNATIVE DISPUTE RESOLUTION............................................. 54 EXHIBIT H - SUBCONTRACTOR MANAGEMENT PLAN......................................... 58 EXHIBIT I - LEGAL WORKER CERTIFICATION ..................................................... 59 ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 5 ARTICLE 1 - SCOPE OF WORK The CMR shall furnish professional Construction Management at Risk Services for the Project described in Exhibits A and B attached hereto and incorporated herein by this reference upon issuance of CMR’s Notice-to-Proceed by the Owner or Owner’s representative. The CMR shall furnish the following Services as specifically authorized by “CMR’s Notice to Proceed” issued by the Facilities Management Department. 1.1 The contract price elements are as follows: CONTRACT PRICE WITH A GUARANTEED MAXIMUM PRICE (GMP) ****See 01/19/26 West Courts TI – Kitchell - GMP 8**** TOTAL GMP (ALL INCLUSIVE) $1,809,888.56 Contract Fee is included at 4.75%. This fee is comprised of Overhead and Profit at 2% and 2.75% respectively. It is understood that all changes in contract value (additive or deductive) will have a 2.0% Overhead cost applied which is part of the 4.75% Fee included in GMP. 1.2 CMR hereby agrees to furnish all of the labor, materials, equipment services and incidentals necessary to perform all of the work or reasonably inferable from the Contract Documents including Drawings, Specifications and Addenda for the Project known as the Office Space Optimization Project, prepared by DWL Architects + Planners, the Design Professional. ARTICLE 2 – DEFINITIONS 2.1 AUTHORITY HAVING JURISDICTION: The Maricopa County Planning and Development Department 2.2 BASELINE PROJECT SCHEDULE: The initial schedule attached hereto and incorporated into Exhibit “B”. 2.3 BOARD OF SUPERVISORS: The Maricopa County Board of Supervisors, its successors and assigns. . 2.4 COUNTY OR OWNER: Maricopa County, Arizona, a political subdivision of the State of Arizona, which is the party hereto for which this Contract is to be performed. In all respects hereunder, COUNTY performance is pursuant to the COUNTY’s position as the Owner of a construction Project. In the event COUNTY exercises its regulatory authority as a governmental body, the exercises of such authority and the enforcement of any rules, regulations, laws and ordinances shall be deemed to have occurred pursuant to the COUNTY’s authority as a governmental body and shall not be attributable in any manner to COUNTY as a party to this contract. 2.5 CHANGE ORDER: A written document ordering a change in the Contract Price or Contract Time or a material change in the Work as determined by the Owner. 2.6 CONDITIONAL NOTICE TO PROCEED: Not applicable herein. 2.7 CONSTRUCTION PROJECT MANAGER: An employee of Owner or agent of the Owner assigned by the Director to monitor the construction and design services to be performed under this Agreement and the construction of the Project as a direct representative of Owner. The Director reserves the right, not to assign a Construction Project Manager to the project. In such case the Owner’s Project Manager will assume all Owner responsibilities for the project. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 6 2.8 CONTRACT: This Construction Agreement. 2.9 CONTRACT DOCUMENTS: The Project Manual (including this Agreement and its Exhibits, Attachments and Forms including the General Conditions and General Requirements), drawings and specifications, the Request For Qualifications and/or proposals, as applicable and CMR’s response thereto titled “Guaranteed Maximum Price Proposal” dated Monday, January 19, 2026 and herein attached as Exhibit B (as negotiated and accepted by the Owner), any Addenda to the Project Manual, the record of the contract award by the Board of Supervisors, the Contract, the Performance Bond and Payment Bond, the Notice of Award, the Notice(s) to Proceed, the Purchase Order(s) and all agreed upon modifications issued after execution of the Contract are the documents which are collectively referred to as the Contract Documents as referenced herein. 2.10 CONTRACT PRICE: The amount established in the Contract as the Guaranteed Maximum Price (GMP), as may be amended, if so warranted, by a Change Order issued in conformity with the Contract Documents. 2.11 CONTRACT TIME: The time between the Project initiation date specified in the Notice to Proceed for this phase and final completion, including any milestone dates thereof, established in the contract, as may be amended by any change order. 2.12 CMR: An individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into the contract with the Owner for construction of the Work. The Construction Manager at Risk for this Project is Kitchell Contractors, Inc. of Arizona. 2.13 DAY: A Day is defined as a 24-hour period beginning at 12:01 a.m. and ending at Midnight, Arizona standard time. 2.14 DESIGN PROFESSIONAL: The individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects and/or engineers, which has entered into an agreement to provide professional services for this Project. For purposes of this Contract Design Professional and A/E may be used interchangeably. 2.15 DIRECTOR OF FACILITIES MANAGEMENT DEPARTMENT: The Director of this Department, of Maricopa County, Arizona, having the authority and responsibility for management of the specific Projects authorized under this Agreement. 2.16 FEE: CMR Profit 2.17 FIELD ORDER or SUPPLEMENTAL INSTRUCTION: A written order which directs minor changes or interpretations of the Contract Documents in accordance with Article 7, but which does not involve a change in the Contract Price or Contract Time. 2.18 FINAL COMPLETION: The date certified by the Design Professional and Owner in the Final Certificate of Payment in which all conditions and requirements of any permits and regulatory agencies have been satisfied; and the documents (if any) required to be provided by CMR have been received by the Owner; and to the best of Design Professional’s knowledge and belief the Project has been fully completed in accordance with the terms and conditions of the Contract Documents. 2.19 GENERAL CONDITION ITEMS: Includes, but is not limited to the following types of costs for the CMR during the construction phase: payroll costs for Project Manager or Construction Manager but not both for Work conducted at the site, payroll costs for the superintendent and full-time general foremen, payroll costs for management personnel resident and working on the site, workers not included as direct labor costs engaged in support (e.g. loading/unloading, clean-up, etc.), administrative office personnel, costs of offices and temporary facilities including office materials, office supplies, office equipment, minor expenses, utilities, fuel, sanitary facilities and telephone services at the site, costs of liability insurance premiums not included in labor burdens for direct labor costs, costs of bond premiums, costs of consultants not in the direct employ of the CMR or ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 7 Subcontractors, fees for permits and licenses. Certain limitations and exclusions are described in the General Conditions. 2.20 GUARANTEED MAXIMUM PRICE CONSTRUCTION CONTRACT: The method of construction contracting whereby the CMR provides design phase consulting services (pre- construction services) and management responsibility for the Project (general conditions). The CMR’s fee is a percentage of the direct costs. All subcontracts are generally awarded by the CMR based on competitive bids received in response to invitations to bid issued by the CMR to those entities on an Owner pre-approved, pre-qualified list of subcontractors. The total price paid to the CMR is either (a) the cost plus the fee or (b) the Guaranteed Maximum Price (GMP), whichever is less. This contract utilizes the Guaranteed Maximum Price as the method of compensation. The fee is for all the CMR’s services, including construction management services, and is calculated as a percentage of the actual costs. Thus, if the actual costs of the Project plus the percentage of cost fee are less than the GMP, the fee will reduce accordingly. 2.21 INSPECTOR: An employee of the Owner of Maricopa County, Arizona, assigned by the Director to make observations of work performed by a CMR. 2.22 LOOK AHEAD SCHEDULE: A schedule for a period of 3 weeks ahead of the current date to be delivered during regular Project meetings. 2.23 MATERIALS: Materials incorporated in this Project or used or consumed in the performance of the Work. 2.24 NOTICE-TO-PROCEED: One or more written notices to CMR authorizing the commencement of Work. 2.25 THE OFFICE OF PROCUREMENT SERVICES: The Maricopa County Department with authority for all procurement activity within Maricopa County. 2.26 OWNER’S CONTINGENCY: The GMP will include an Owner Contingency for addressing incomplete or revised design elements that arise during construction, to cover unforeseen conditions, or additional scope requests made by the Owner and/or Owner’s Design Professional, in an amount agreed to between the Owner and the CMR. Subject to the terms of the Contract Documents and with prior written Owner approval through a “Contingency Use Approval” form and include cost breakdowns and supporting documentation. CMR shall be entitled to utilize Owner Contingency for additions or modifications required due to design development or finalization of incomplete drawings/specifications, and or, increases in the scope of the work that could not have been reasonably anticipated. The Owner may disallow such Owner Contingency use and deny reimbursement in the absence of prior written notice or if the Owner determines that the use was not consistent with the Contract Documents or the scope of the work should have been reasonably anticipated. CMR may not apply, use, or allocate any amounts from the Owner Contingency for any of the following: x a material breach or material failure to perform by the CMR; x to pay any subcontractor, vendor, or any party that is liable for or responsible at law or under the Contract; or x for any non-allowable costs of the work The Owner Contingency may also be used at the discretion of the Owner to cover any increases in Project costs that resulted from Owner directed changes. The OWNER reserves the right to issue a deductive Change Order at any point during the Project, as agreed to by the CMR, deducting any or all remaining Owner Contingency from the GMP. Upon Substantial Completion the Owner shall issue a deductive Change Order for the remaining Owner Contingency balance. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 8 2.27 OVERHEAD: All CMR home office expenses. 2.28 PLANS AND/OR DRAWINGS: The official graphic representations of this construction Project which are a part of the Contract Documents. 2.29 PRELIMINARY WORK: not applicable. 2.30 PRICING DOCUMENTS: The set of documents and specifications upon which the GMP contract is negotiated is comprised of the following: (i) the Owner approved Contract Documents, (ii) the Estimated and Actual Selected Qualified Bids CMR’s Direct Construction Cost (including unit prices, quantities and explanatory notes), (iii) the CMR’s General Condition Items, (iv) schedules developed by the CMR and approved by the Owner, and any other documents or exhibits utilized to derive the GMP. 2.31 PROJECT: The construction, alteration or repair, and all services and incidents thereto, of a Maricopa County facility as contemplated and budgeted by the Owner as described in the Contract Documents, including the work described therein. 2.32 PROJECT INITIATION DATE: the date of actual deployment onto the site of Work for the Project which may be equal to or after the date of Notice to Proceed. 2.33 PROJECT MANAGER: An employee of the Owner or agent of the Owner assigned by the Director of the Department of Facilities Management to monitor the work to be performed under this Agreement and the construction of a Project as a direct representative of the Owner and who is the representative of the Director concerning the Contract Documents. 2.34 PROJECT MANUAL: The official documents setting forth information and requirements; contract forms, bonds, and certificates; general and supplementary conditions of the Contract Documents; the specifications; and the plans and drawings of the Project. 2.35 RESIDENT PROJECT REPRESENTATIVE: An authorized representative of the Design Professional on the Project. 2.36 SCHEDULE: The document setting for the timeline and milestones for this Project (see Exhibit B). 2.37 SCHEDULE OF VALUES: A schedule showing the portion of the Work to be used to make payment of the allotted funds for the Project based upon the GMP and Project schedule. 2.38 SUBCONTRACTOR: A person, firm or corporation having a direct contract with CMR including one who furnishes material worked to a special design according to the Project Manual for this work, but does not include those who merely furnish material not so worked. 2.39 SUBMITTAL SCHEDULE: The schedule for initiation and completion of submittals. 2.40 SUBSTANTIAL COMPLETION: That date on which, as certified in writing by Design Professional, the Work, or a portion thereof designated by the Owner in its sole discretion, is at a level of completion in substantial compliance with the Contract Documents such that all conditions of permits and regulatory agencies have been satisfied and the Owner or its designee can enjoy beneficial use or occupancy and can use or operate it in all respects for its intended purpose(s). 2.41 SURETY: The surety company or individual which is bound by the performance bond and payment bond with and for CMR who is primarily liable, and which surety company or individual is responsible for CMR’s acceptable and timely performance of the work under the contract and for the payment of all debts pertaining thereto in accordance with Arizona Revised Statutes. All surety ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 9 companies or individuals shall be authorized to conduct suretyship business under Arizona Law and have an Arizona Resident Agent. 2.42 WORK: The totality of the obligations, including construction and other services required by the Contract Documents, whether completed or partially completed, including all labor, materials, equipment and service provided or to be provided by CMR to fulfill CMR’s obligations. The work may constitute the whole or a part of the Project. 2.43 TARIFFS ALLOWANCE: Any increased costs associated with tariffs promulgated after the Contract execution date are not included in the GMP. The Contractor will assist the Owner with sourcing alternative materials not affected by the tariff, but in the event that the Owner chooses to retain the originally selected material, or there is not another material option available that does not affect the Contract Price, and/or Contract Time, then the CMR is entitled to request a Tariffs Allowance and a Change Order for the additional cost and time associated with the enactment of the applicable tariffs, provided that the CMR gives the Owner written notice and documentation of the increased costs and time. The supporting documentation of the increased costs and time will be inclusive of CMR’s subcontractors or suppliers’ manufacturers that describe the surcharge and documentation showing the original cost vs. the updated cost with tariff impact. This notice and documentation, along with any material price increases, will be submitted in a Tariffs Allowance Authorization. The Owner may disallow a Tariffs Allowance request and deny a Change Order in the absence of prior written notice or if the Owner determines that the documentation of the increased costs and time is insufficient or not consistent with the tariff impact. The Owner receives the savings for any amount under an Owner-approved Tariffs Allowance and is responsible for any amount over that allowance. 2.44 WRITTEN NOTICE: As set forth in Article 29 herein. ARTICLE 3 - CMR’S SERVICES AND RESPONSIBILITIES 3.1 INTENTION OF OWNER: It is the intent of Owner to describe in the Contract Documents a functionally complete Project (or part thereof as applicable) to be constructed in accordance with the Contract Documents. Any work, materials or equipment that may reasonably be inferred from the Contract Documents as being required to produce the intended result shall be supplied by CMR. When words, which have a well-known technical or trade meaning, are used to describe work, materials or equipment, such words shall be interpreted in accordance with that meaning. Reference to standard specifications, manuals, or codes of any technical society, organization or association, or to the laws or regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code or laws or regulations in effect at the time of permit issuance. Owner shall have no duties other than those duties and obligations set forth within the Contract Documents. 3.12 THE CMR: Shall promptly order and expedite all materials and other parts of the Work to be readily available as and when required or needed for or in connection with the construction, furnishing and equipping of the improvements. No excess materials are to be purchased, and the Owner shall not be charged for any materials acquired but not used in the Project, and any materials remaining at the end of the Project are to be removed at CMR’s expense. Shall plan, record, and update, the construction schedule of the Project. The Schedule shall indicate the dates for the commencement and completion of the various stages of construction and shall be revised as required by the Contract Documents and the condition of the Work. The Progress Schedule shall encompass all of the work of all trades necessary for the construction of the Project and shall be sufficiently complete and comprehensive to enable progress to be monitored on a weekly basis. This schedule is in addition to the look ahead schedule as discussed in Article 2.2.3. 3.13 SUPERINTENDENCE AND SUPERVISION: 3.13.1 The orders of Owner are to be given through the Owner or Owner’s Representative, which instructions are to be strictly and promptly followed in every case. CMR shall keep on the Project ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 10 site during its progress, a competent, full-time, English-speaking SUPERINTENDENT or PROJECT MANAGER (hereinafter referred to as SUPERINTENDENT) and any necessary assistants, all satisfactory to the Owner. The SUPERINTENDENT shall not be changed except with the written consent of Owner, unless the SUPERINTENDENT proves to be unsatisfactory to CMR and ceases to be in its employ. CMR shall give efficient supervision to the work, using its diligent skill and attention. 3.13.2 Daily, CMR’s SUPERINTENDENT shall record, at a minimum, the following information in a bound log: the day; date; weather conditions and how any weather conditions affected the progress of the work; time of commencement of work for the day; the work being performed; materials, labor, personnel, equipment and subcontractors at the Project site; visitors to the Project site including representatives of Owner, Design Professional, and regulatory authorities; any special or unusual conditions or occurrences encountered; and the time of termination of work for the day. All information shall be recorded in the daily log. The daily log shall be kept on the Project site and shall be available at all times for inspection and copying by the Owner and Design Professional. 3.13.3 The CMR, Design Professional and Owner shall meet at least every week or as otherwise determined by the Owner and/or Design Professional during the course of the work to review and agree upon the work performed to date and to establish the controlling items of work for the next three weeks. The CMR shall publish, keep, and distribute minutes and any comments thereto of each such meeting. 3.13.4 CMR shall supervise and direct the work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. CMR shall be solely responsible for the means, methods, techniques, sequences and procedures of construction. 3.14 CMR TO CHECK DRAWINGS, SPECIFICATIONS AND DATA: CMR shall use reasonable effort to verify all dimensions, quantities and details shown on the drawings, specifications or other data received from Design Professional, and shall notify Owner and Design Professional of all errors, omissions and discrepancies found therein within three (3) calendar days of discovery. CMR will not be allowed to take advantage of any error, omission or discrepancy. CMR shall not be liable for damages resulting from errors, omissions or discrepancies in the Contract Documents unless CMR recognized or should have reasonably inferred such error, omission or discrepancy and failed to report it to Design Professional. 3.14.1 DIFFERING SITE CONDITIONS: 3.14.2 In the event that during the course of the work, CMR encounters an underground utility that was not shown on the Contract Documents; or subsurface or concealed conditions at the Project site which differ materially from those shown on the Contract Documents or from those ordinarily encountered and generally recognized as inherent in work of the character called for in the Contract Documents; or unknown physical conditions of the Project site, of an unusual nature, which differ materially from that ordinarily encountered and generally recognized as inherent in work of the character called for in the Contract Documents, CMR, without disturbing the conditions and before performing any work affected by such conditions, shall, no later than close of next business day after their discovery, notify the Owner and Design Professional in writing of the existence of the aforesaid conditions. Design Professional shall, within one (1) business day after receipt of CMR’s written notice, investigate the site conditions identified by the CMR. If, in the opinion of Owner and Design Professional, the conditions do materially so differ and cause an increase or decrease in CMR’s cost of, or the time required for, the performance of any part of the work, whether or not charged as a result of the conditions, Design Professional shall recommend an equitable adjustment to the contract price, or the Contract Time, or both, which is subject to written approval by the Owner. If Design Professional, Owner, ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 11 and CMR cannot agree on an adjustment in the contract price or Contract Time, the adjustment shall be determined by the Owner in accordance with Article 28 below. 3.14.3 No request by CMR for an equitable adjustment or change to the contract price or Contract Time under this provision shall be allowed unless the CMR has given written notice detailing the facts for such request in a reasonable time (not exceeding thirty (30) days from when the CMR knew or should have reasonably inferred of such conditions) in accordance with the provisions of this Section. 3.14.4 No request for an equitable adjustment or change to the contract price or Contract Time for different site conditions shall be allowed if made after the date certified by Design Professional as the date of Substantial Completion. SUBMITTALS: 3.15.4 The Design Professional has identified the basis of design for various equipment throughout the technical specifications. Should the CMR elect to offer alternative equipment which has the desired essential characteristics and which is listed as an equal in the technical specifications, the CMR shall be responsible for any and all necessary redesign, reengineering, remedial construction, permitting, as-builts and all related costs. The CMR may be required to provide a deferred submittal if the alternative equipment has any design deviations from the equipment identified as the basis of design. 3.15.5 CMR shall submit submittals (including but not limited to shop drawings, product samples, product data, warranties, closeout submittals, reports and photographs) as required by the General Conditions (Section 00700), General Requirements, and specifications. The submittals serve as the CMR’s coordination documents and demonstrate the suitability, efficiency, technique of manufacture, installation requirements, detailing and coordination of specified products, components, assemblies and systems, and shall evidence compliance or noncompliance with the Contract Documents. The CMR’s submittals are not part of the Contract Documents but are documents prepared and utilized by the CMR to coordinate the work. 3.15.6 Within ten (10) calendar days after the date of the Notice to Proceed, CMR shall submit to Design Professional and Owner a list of all submittals to be required. Within twenty (20) calendar days of the date of the Notice to Proceed, CMR shall submit to Design Professional and Owner a comprehensive list of items for which submittals are to be submitted and shall identify the critical items, stating the dates for submittals and approval of submittals. Approval of this list (the Submittal Schedule) by Design Professional shall in no way relieve CMR from submitting complete and timely submittals as required by the Contract Documents and providing services, products, materials, equipment, systems and assemblies, fully in accordance with the Contract Documents. 3.15.7 After the approval of the submittal schedule, CMR shall promptly request submittals from the various manufacturers, fabricators, and suppliers. 3.15.8 CMR shall thoroughly review and check the submittals and timely submit them to the Design Professional in accordance with the requirements for such submittals specified in Division 1 of the specifications. Each submittal and required copy thereof shall indicate the CMR’s review of that submittal in the form required by the Contract Documents. 3.15.9 The CMR shall maintain a Submittal Log which shall include, at a minimum, the date of each submittal, the date of any resubmittal, the date of any approval or rejection, and the reason for any approval or rejection. 3.15.10 If the submittals indicate deviations or departures from the requirements of the Contract Documents, CMR shall make specific mention thereof in its letter of transmittal. Failure ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 12 to point out such deviations or departures shall not relieve CMR from its responsibility to comply with the Contract Documents. 3.15.11 The Design Professional shall have no duty to review partial or incomplete submittals except as may be provided otherwise within the Contract Documents. 3.15.12 Provided such Submittals conform to the approved Submittal schedule, CMR shall allow the Design Professional up to fourteen (14) calendar days from the date received by the Design Professional for review and approval of the submittals, unless said Submittals are rejected by Design Professional for material reasons or the Submittals are of substantial building systems which require more time for thorough review. Design Professional’s approval of Submittals will be general and shall not relieve CMR of responsibility for the accuracy of such drawings, nor for the proper fitting and construction of the work, nor for the furnishing of materials or work required by the Contract Documents. No work for which submittals are required shall be performed until said Submittals have been approved by Design Professional. Approval shall not relieve CMR from responsibility for errors or omissions on the Submittals or for compliance with the requirements of the Contract Documents. 3.15.13 No review or approval will be given to partial Submittals for items, which interconnect and/or are interdependent where necessary to properly evaluate the Submittal. It is CMR’s responsibility to assemble the Submittals for all such interconnecting and/or interdependent items, check them and then make one Submittal to Design Professional along with its comments as to compliance, noncompliance, or features requiring special attention. 3.15.14 Additional information provided by the CMR on any Submittal shall be typewritten or lettered in ink. 3.15.15 CMR shall submit the number of copies required by the Contract Documents plus the number required by jurisdictional authorities (when submittals are to be made to such authorities). Resubmissions of Submittals shall be made in the same quantity until final approval is obtained from Design Professional. 3.15.16 CMR shall keep one set of Design Professional approved Submittals at the Project site at all times. 3.16 FIELD LAYOUT OF THE WORK AND RECORD DRAWINGS: 3.16.1 The entire responsibility for establishing and maintaining line and grade in the field lies with CMR. CMR shall maintain an accurate and precise record of the location and elevation of all pipelines, conduits, structures, manholes, handholds, fittings and other accessories/features and shall prepare a complete site survey sealed by an Arizona registered Professional Surveyor, which shall be submitted as a Project record document at the time of requesting final payment. Final surveys shall be submitted in hardcopy and as an electronic media submittal prepared in accordance with requirements for electronic media submittals as specified elsewhere in the Project Manual. The cost of all such field layout and recording work is included in the Contract Price for the Project. 3.16.2 CMR shall maintain in a safe place at the Project site, one record copy of all drawings, plans, specifications, addenda, written amendments, change orders, field orders, submittals and written interpretations and clarifications in good order and annotated to show all changes made during construction. Each of these documents shall be clearly marked by CMR as “Project Record Documents”. These Project Record Documents together with all approved samples and a counterpart of all approved Submittals shall be available at all times to Design Professional for reference. Upon final completion of the Project and prior to Final Payment, these Project Record Documents, including Submittals and other Project Record Documents ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 13 required elsewhere in the Project Manual and specifications shall be delivered to the Owner in an electronic media as required by the Owner. 3.16.3 Prior to, and as a condition precedent to Final Payment, the CMR shall submit to Owner, CMR’s record drawings or as-built drawings acceptable to Design Professional. Record drawings/as-builts will be delivered on electronic media, CD preferred, in AutoCAD format with all external references bound and PDF format. 3.16.4 Prior to, and as a condition for substantial completion, the CMR shall deliver to Design Professional and have approved by the Design Professional and delivery of the same to the Owner an air balance report, all equipment data, along with its recommended spare parts list, manufacturer’s warranties (separately) and operations and maintenance manuals as may be required within the Project Manual for the Owner’s employees and agents to maintain and operate any equipment provided as part of the work. Submission of the above documents shall include: (1) one electronic copy of the manuals, tabbed, bookmarked and searchable in one complete document, in PDF format. 3.17 INSPECTION AND TESTING: 3.17.1 Design Professional and Owner shall have reasonable access to the work, and CMR shall provide the Design Professional and Owner with the facilities described in the specifications, drawings, and solicitation for such access and for inspecting, measuring and testing. 3.17.1.1Should the Contract Documents, Design Professional’s instructions, any laws, ordinances, or public authority require any of the Work to be specially tested or approved, CMR, shall update and provide weekly for the Owner and Design Professional a three (3) week Look-Ahead Schedule denoting all activities to be performed and highlighting those that need testing and approval. If the testing or approval is to be made by an authority other than Owner, timely notice shall be given of the date fixed for such testing. Testing shall be made promptly, and where practicable, at the source of supply. 3.17.1.2If any of the Work which requires approval is covered up without approval or consent of Authority Having Jurisdiction, it must, if required by the Authority Having Jurisdiction, be uncovered at CMR’s cost for examination and properly restored to the satisfaction of the Design Professional and Owner. 3.17.1.3Should reexamination of any of the Work be ordered by Design Professional or Owner for any reason other than that specified in 3.8.1.2, the Work must be uncovered by the CMR. If such work is found to be in accordance with the Contract Documents, Owner shall pay the cost of reexamination and replacement by means of a Change Order. If such work is not in accordance with the Contract Documents, CMR shall pay such cost to be deducted from the CMR’s fee at no additional cost to Owner and no extension of time will be granted. 3.17.2 No inspector, employee or agent of the Owner shall have the authority to permit deviations from, nor to modify any of the provisions of the Contract Documents nor to delay the contract by failure to inspect the materials and work with reasonable promptness without written permission and instruction by the Owner. 3.17.3 The payment of any compensation, whatever may be its character or form, or the giving of any gratuity or the granting of any favor by CMR to any inspector, directly or indirectly, is strictly prohibited, and any such act on the part of the CMR will constitute a breach of this contract. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 14 3.18 TAXES: CMR shall pay all applicable sales, consumer, use and other taxes required by law. CMR is responsible for reviewing the pertinent state statutes and regulations involving state taxes and complying with all requirements. ARTICLE 4 - PRIORITY OF PROVISIONS 4.1 The Contract Documents shall be interpreted so as to eliminate inconsistencies or conflicts, but in the event of any conflict, requirements for greater quantity and/or more expensive work indicated shall govern such interpretation. 4.2 Anything shown on the drawings and not mentioned in the specifications or mentioned in the specifications and not shown on the drawings shall have the same effect as if shown or mentioned respectively in both. In the event of a conflict among the Contract Documents, the most stringent requirements applicable to the CMR shall control. 4.3 In case of conflicts between the provisions of this Contract, any ancillary documents executed contemporaneously herewith or prior hereto, or any other of the Contract Documents, the provisions of this Contract (including all Exhibits) shall prevail in the order of preference stated in the General Conditions (See § 1.1.7). 4.4 The organization of the Specifications into divisions and sections and the arrangement of drawings shall not control CMR in dividing the Work among subcontractors or in establishing the extent of the work to be performed by any trade. The organization of the Specifications and the arrangement of the Drawings are for the convenience of the CMR and is not intended to relieve the CMR from its obligation to conduct a complete study of the Drawings, Specifications and Addenda for the purpose of directing and coordinating the various subcontractors and suppliers as to their respective responsibilities. ARTICLE 5 - DESIGN PROFESSIONAL’S AUTHORITY 5.1 Design Professional will provide overall technical and management services to assist the Owner in maintaining schedules, establishing budgets, controlling costs, and achieving quality. 5.2 If at any time the Design Professional observes or becomes aware of any fault or defect in the Work or of any nonconformance with the Contract Documents, Design Professional will promptly notify the Owner and CMR in writing and will recommend reasonable steps be taken to correct such fault, defect or nonconformance. The Owner shall have the authority to reject work that does not, in its opinion, conform to the Contract Documents. 5.3 Design Professional shall monitor and report to the Owner the overall quality and progress of the Work. 5.4 Design Professional shall not have control over construction means, method, techniques, sequences and procedures employed by CMR in the performance of the work, but shall be responsible for using its best efforts to review and, if unacceptable, disapprove such and shall recommend a course of action to the Owner if requirements of the Contract Documents are not being met by CMR. 5.5 The Owner will be assisted by Design Professional in the areas of on-site review of work in progress, review of pay requests submitted by the CMR, assisting in the interpretation of the intent of the Contract Documents for the proper execution of the work, and such other assistance as the Owner may request. 5.6 The Design Professional shall have no authority to order or approve any deviation from the Contract Documents, if such deviation affects the Cost of the Work, or the date of Substantial Completion. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 15 In the event any such deviation is sought by Design Professional or CMR, prior written approval from the Owner must be obtained. 5.7 Any responsibility not specifically delegated to the Design Professional in the contract between the Owner and the Design Professional and not identified as responsibility of the Owner in the Contract shall be deemed a question of means and methods and shall be the responsibility of the CMR. ARTICLE 6 - TIME FOR PERFORMANCE 6.1 CONTRACT TIME: 6.1.1 CMR shall be instructed to commence the work by written Notice-to-Proceed issued by the Owner. The Notice-to-Proceed will not be issued until CMR’s submission to Owner of all required documents and after execution of the CONTRACT by both parties. Preliminary work, including submission of a Baseline Project Schedule, Schedule of Values, Submittal Schedule, completed security clearance documents for all personnel and a subcontractor list, performance of work that does not require permits, shall be submitted within ten (10) calendar days after the date of the Notice-to-Proceed. Receipt of all permits, the Guaranteed Maximum Price, insurance documents, payment bond and performance bond documents and the signed contract are all conditions precedent to the issuance of a Notice-to-Proceed for all other Work. The Work to be performed pursuant to the Notice-to-Proceed shall commence within ten (10) calendar days of the Project Initiation Date specified in the Notice-to-Proceed. 6.1.2 Time is of the essence throughout this contract. The Project shall be substantially completed within 229 calendar days from the date of the Notice to Proceed. The total Project shall be completed and ready for final payment in accordance with Article 8 within 30 calendar days from the date certified by Design Professional as the date of Substantial Completion. 6.1.3 Upon failure of CMR to substantially complete the Project within the specified period of time, plus approved time extensions, CMR shall pay to Owner the maximum sum of Five Hundred Dollars ($500.00) for each calendar day after the time specified in Article 6.1.2 above. The actual liquidated damages cost, including back-up will be forwarded to the CMR. In any case the actual liquidated damages amount shall not exceed the maximum sum indicated above. After Substantial Completion, should CMR fail to complete the remaining work within the time specified in Article 6.1.2 above, plus approved time extensions thereof, for completion and readiness for Final Completion, CMR shall pay to Owner the maximum sum of Five Hundred Dollars ($500.00) for each calendar day after the time specified in Article 6.1.2 above. The actual liquidated damages cost, including back-up will be forwarded to the CMR. In any case the actual liquidated damages amount shall not exceed the maximum sum indicated above. These amounts are not penalties but are liquidated damages to Owner for its inability to obtain full beneficial occupancy of the Project. 6.1.4 Liquidated damages are hereby fixed and agreed upon between the parties, recognizing the impossibility or difficulty of precisely ascertaining the amount of damages that will be sustained by Owner as a consequence of such delay, and both parties desiring to obviate any questions of dispute concerning the amount of said damages and the cost and effect of the failure of CMR to complete the Contract on time. The above-stated liquidated damages shall apply separately to Substantial Completion and Final Completion. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 16 6.1.5 The Owner is authorized to deduct liquidated damages from monies due to CMR for the work under this contract or as much thereof as Owner may, at its option, deem just and reasonable. 6.1.6 CMR shall be responsible for reimbursing Owner, in addition to liquidated damages, for all costs incurred by Design Professional in administering the construction of the Project beyond the completion dates specified above or beyond an approved extension of time granted to CMR, whichever date is later. Such costs shall be deducted from the monies due CMR for performance of work under this contract by means of unilateral deductive change orders by Owner. 6.1.7 Extensions to the Contract Time for delays caused by the effects of adverse weather shall be submitted as a request for change in Contract Time pursuant to Article 6.3. If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time and could not have been reasonably anticipated, and that weather conditions had an adverse effect on the scheduled construction. 6.2 SUBSTANTIAL COMPLETION DATE: 6.2.1 When CMR considers that the Work, or portion thereof designated by Owner pursuant to Article 6.4 hereof, has reached Substantial Completion, CMR shall notify the Owner and Design Professional in writing. If in agreement the Design Professional and the Owner shall then promptly inspect the work. 6.2.2 When Owner, on the basis of such an inspection and approved submissions, determines that the work or designated portion thereof is substantially complete, Design Professional will then prepare a Certificate of Substantial Completion by utilizing form No. AIA G704 or a comparable form, which shall establish the Date of Substantial Completion; shall state the responsibilities of Owner and CMR for security, operation, safety, maintenance, utilities, damage to the work, insurance, and warranties; shall list all work yet to be completed (Punch List) to satisfy the requirements of the Contract Documents for Final Completion. The failure to include any items of corrective work on such list does not alter the responsibility of CMR to complete all of the work in accordance with the Contract Documents. The Certificate of Substantial Completion shall be submitted to the Owner, after execution by CMR, and Design Professional, indicating their written acceptance of such certificate. 6.3 NOTIFICATION OF CHANGE OF CONTRACT TIME OR CONTRACT PRICE: 6.3.1 Any claim for a change in the Contract Time or Contract Price shall be made by written notice and delivered by CMR to the Owner within five (5) calendar days of the commencement of the event giving rise to the claim and stating the general nature of the claim. Notice of the nature and elements of the claim shall be delivered within twenty (20) calendar days after the date of such written notice. Thereafter, within ten (10) calendar days of the termination of the event giving rise to the claim, notice of the extent of the claim with supporting data shall be delivered unless the Owner allows an additional period of time to ascertain more accurate data in support of the claim and shall be accompanied by CMR’s written statement and explanation how the adjustment claimed is justified as a result of the occurrence of said event. All claims for adjustment in the Contract Time or contract price shall ultimately be determined by Owner in accordance with Article 28 hereof, if Owner and CMR cannot otherwise agree. NO CLAIM FOR AN ADJUSTMENT IN THE CONTRACT TIME OR CONTRACT PRICE WILL BE VALID IF NOT SUBMITTED IN STRICT ACCORDANCE WITH THE REQUIREMENTS OF THIS SECTION AND ARTICLE 28 HEREOF. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 17 6.3.2 The Contract Time will be extended in an amount equal to time lost due to delays beyond the control of and through no fault or negligence of CMR if a claim is made therefore as provided in Articles 6.3.1 and 7.7. Such delays shall include, but not be limited to, acts or neglect by any separate independent contractors employed by Owner, fires, floods, labor disputes, epidemics, abnormal weather conditions or acts of God. 6.3.3 All approved Change Orders will be considered full and final and inclusive of all claims related thereto, both as to time and costs. 6.4 USE OF COMPLETED PORTIONS: 6.4.1 Owner shall have the right, at its sole option, to take possession of and use of any completed or partially completed portions of the Project. Such possession and use shall not be deemed an acceptance of any of the Work not completed in accordance with the Contract Documents. If such possession and use increases the cost of or delays of the work, CMR shall be entitled to reasonable extra compensation, or reasonable extension of time or both, by appropriate adjustment pursuant to Articles 7.4 and 7.6 hereof. 6.4.2 In the event Owner takes possession of any completed or partially completed portions of the Project, the following shall occur: 6.4.2.1 Owner shall give notice to CMR in writing at least fifteen (15) calendar days prior to Owner’s intended occupancy of a designated area. 6.4.2.2 CMR shall complete to the point of Substantial Completion the designated area. Additionally, CMR shall submit a request for an inspection and issuance of a Certificate of Substantial Completion (AIA - Form G704 or equivalent) for the designated area. The CMR’s open punch list for that area shall be attached to the request for Substantial Completion. 6.4.2.2.1 Upon Design Professional’s issuance of a Certificate of Substantial Completion, Owner will assume full responsibility for maintenance, utilities, subsequent damages of the area by the Owner and the public, adjustment of insurance coverage and start of warranty for the occupied area. 6.4.2.3 If the Owner finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Completion thereof, such occupancy or use shall not commence prior to a time mutually agreed upon by Owner and CMR and to which the insurance company or companies providing the property insurance have consented by endorsement to the policy or policies. Insurance on the unoccupied or unused portion or portions shall not be canceled or lapsed on account of such partial occupancy or use. Consent of CMR and of the insurance company or companies to such occupancy or use shall not be unreasonably withheld. ARTICLE 7 - CHANGES IN THE WORK OR TERMS OF CONTRACT DOCUMENTS 7.1 CHANGE ORDER - AMENDMENTS: 7.1.1 Any changes to the terms of the Contract Documents must be contained in a written document, executed by the parties hereto, with the same formality and of equal dignity prior to the initiation of any work reflecting such change. This section shall not prohibit the issuance of Change Orders executed only by Owner as hereinafter provided. 7.1.2 All amendments to this Contract shall be in writing and approved/signed by both parties. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 18 7.1.3 EXTRA WORK: Without invalidating the Contract and without notice to the surety, the Owner reserves and shall have the right to make such increases, decreases or other changes in the character, timing, or quantity of the work as may be considered necessary or desirable to complete fully and acceptably the proposed construction in a satisfactory manner. Any extra or additional work within the scope of this Project must be accomplished by means of an appropriate Change Order in accordance with the requirements of the Contract Documents. 7.1.4 EXPEDITING THE WORK: The Owner may direct the CMR to expedite the work by whatever means the CMR may choose, including, without limitation, increasing staffing or working overtime to bring the work back within the progress schedule. If the expediting of Work is required due to reasons outside the control or responsibility of the CMR, then the additional costs incurred shall be the subject of an appropriate adjustment issued pursuant to Articles 7.4 and Article 7.6, below, as applicable. 7.2 CHANGE ORDER PROCEDURES: 7.2.1 Changes in the quantity or character of the work within the scope of the Project including ones which are the subject of Field Orders or Supplemental Instructions, and including all changes resulting in changes in the contract price, or the Contract Time, shall be authorized only by written change orders approved and issued in advance of the work and in accordance with the provisions of the Contract Documents and Article 5 of the Maricopa County Procurement Code which is deemed to be incorporated by reference herein as though set forth in full. 7.2.2 The CMR’s overhead and fee on such changes which exceeds GMP shall be determined by a mutually acceptable agreement between the Owner and CMR prior to execution of this Contract. The CMR’s overhead for change order requests for this project shall be 2%. The CMR’s fee for change order requests this project shall be 2.75%. The combined total of overhead and fee for change order requests will not exceed 4.75%. 7.2.3 Subcontractor’s percentage markup on change orders for overhead and profit shall be reasonable, but in no event shall the aggregate of the subcontractor’s overhead and profit markups exceed fifteen percent (15%). In the event subcontractor is affiliated with the CMR by common ownership or management, or is effectively controlled by the CMR, no fee will be allowed on the subcontractor costs. In the event there is more than one level of subcontractor, such as second and third tier subcontractors, the sum of all of the subcontractor’s percentage markups for overhead and profit shall not in the aggregate exceed twenty percent (20%). 7.2.4 CMR shall not start work on any changes requiring an increase in the contract price or the Contract Time until a Change Order setting forth adjustments is approved and issued by the Owner. If the CMR commences work pertaining to a Change Order prior to receiving written authorization through the Owner it does so at its own risk and assumes all associated responsibility and costs. Upon receipt of a Change Order, CMR shall promptly proceed with the work set forth within the document. 7.2.5 In the event satisfactory adjustment cannot be reached for any item requiring a change in the Contract Price or Contract Time, and a Change Order has not been issued, Owner reserves the right at its sole option to either issue a Construction Directive, terminate the Contract as it applies to the items in question and make such arrangements as may be deemed necessary to complete the disputed work; or submit the matter in dispute to ADR as set forth in the attached Exhibit, incorporated herein. During the pendency of the dispute, and upon receipt of a Construction Directive or Change Order, CMR shall promptly proceed with the change in the work involved and advise the Owner in writing within seven (7) calendar days of ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 19 CMR’s agreement or disagreement with the method, if any, provided in the Change Order for determining the proposed adjustment in the Contract Price or Contract Time. 7.2.6 On approval of any Contract change increasing the contract price, CMR shall ensure that the Performance Bond and Payment Bond are increased so that each reflects the total contract price as increased. 7.2.7 To avoid delays to the Project and to mitigate damages to the parties, Change Orders may be issued unilaterally by Owner in accordance Article 5 of the Maricopa County Procurement Code and the Article 5 Procedures Manual. 7.2.8 All approved Change Orders will be deemed final and inclusive of all claims related thereto, including costs and time. 7.3 FIELD ORDERS AND SUPPLEMENTAL INSTRUCTIONS: 7.3.1 The Design Professional shall have the right to approve and issue changes setting forth written interpretations of the intent of the Contract Documents and ordering minor changes in work execution, providing the Field Order involves no change in the Contract Price or Contract Time. 7.3.2 Design Professional shall have the right to approve and issue Supplemental Instructions setting forth written orders, instruction, or interpretations concerning the Contract Documents, provided such supplemental instructions involve no change in the contract price or Contract Time. 7.4 NO DAMAGES FOR DELAY: No claim for damages, or any claim other than for an extension of time, shall be made or asserted against Owner by reason of any delays unless such delay is one for which the Owner is responsible, which is unreasonable under the circumstances and which was not one within the contemplation of the parties at the time of contracting. Otherwise CMR shall not be entitled to an increase in the Contract Price or payment or compensation of any kind from Owner for direct, indirect, consequential, impact or other costs, expenses or damages, including, but not limited to, costs of acceleration or inefficiency, arising because of delay, disruption, Eichleay Formula Costs, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference or hindrance be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable; provided further, however, that this provision shall not preclude recovery of damages by CMR for hindrance or delays due solely to fraud, bad faith or active interference on the part of Owner or its agents. Otherwise, CMR shall be entitled only to extensions of the Contract Time as the sole and exclusive remedy for such resulting delay, in accordance with and to the extent specifically provided above. 7.5 EXCUSABLE DELAY: COMPENSABLE & NON-COMPENSABLE: 7.5.1 Excusable Delay: Delay which extends the completion of the work which is caused by circumstances beyond the control of CMR or its subcontractors, materials persons, suppliers, or vendors is Excusable Delay. CMR is entitled to a time extension of the Contract Time for each day the work is delayed due to excusable delay. CMR shall document its claim for any time extensions as provided in Article 6.3 hereof. 7.5.1.1 Failure of CMR to timely comply with Article 6.3 hereof as to any particular event of delay shall be deemed conclusively to constitute a waiver, abandonment or relinquishment of any and all claims resulting from that particular event of delay. 7.5.2 Excusable Delay may be compensable or non-compensable. 7.5.2.1 Compensable Excusable Delay. Excusable Delay is only compensable when: (i) the delay extends the Contract Time, and (ii) is one for which the Owner is responsible, ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 20 which is unreasonable under the circumstances and one not within the contemplation of the parties at the time of contracting or is due solely to fraud, bad faith or active interference on the part of Owner or its Design Professional. In no event shall CMR be compensated for interim or non-critical delays, which do not extend the Contract Time. CMR shall be entitled to direct and indirect costs for Compensable Excusable Delay. Direct costs recoverable by CMR shall be limited to actual additional costs allowed pursuant to Article 8.3 hereof. All indirect costs shall be compensated through the overhead percentage previously agreed to for revisions. 7.5.2.2 Non-Compensable Excusable Delay. When Excusable Delay is (i) caused by circumstances beyond the control of CMR, its subcontractors, material persons, suppliers and vendors, or is also caused by circumstances beyond the control of the Owner or (ii) is caused jointly or concurrently by CMR or its subcontractors, materials persons, suppliers or vendors and by the Owner or Design Professional, then CMR shall be entitled only to a time extension and no further compensation for the delay. ARTICLE 8 - PAYMENTS AND COST OF THE WORK 8.1 In full consideration of the full and complete performance of the Work and all other obligations of the CMR hereunder, the Owner shall pay to the CMR a sum of money not to exceed the contract price which is defined to be the total of: (i) the CMR’s Direct Construction Cost, (ii) so much of the CMR’s General Conditions and General Requirements as may have been expended, (iii) so much of the approved amount of the Owner Contingency as may have been expended, and (iv) the CMR’s Overhead and Fee percentage, which amount shall be determined based upon the total cost of the items above. The contract price shall not exceed the sum shown in Article 1.0 as the Guaranteed Maximum Price, adjusted to take into account any approved Change Orders, and shall mean those costs necessarily incurred and paid by the CMR in connection with the performance of all the work. 8.2 After completion and acceptance of the work, in the event that the Cost of the Work plus the CMR’s “percentage of cost” fee are less than the Guaranteed Maximum Price after giving effect to adjustments to the GMP made in accordance with this Contract then the difference between the Cost of the Work plus the CMR’s “percentage of cost” fee on the one hand and the GMP on the other hand is the “savings”. The savings shall accrue to the Owner as stated in Article 8.1. The Owner reserves the right to issue a deductive Change Order at any point during the Project, reducing the Owner Contingency. The Owner also reserves the right to issue a deductive Change Order at any point during the Project, as agreed to by the CMR, deducting Owner Contingency or calculated savings from the Guaranteed Maximum Price. In the event that the CMR’s total approved expenditures for the Project shall exceed the Guaranteed Maximum Price, the CMR shall pay such excess from its own funds, and the Owner shall not be required to pay any amount that exceeds the GMP; and the CMR shall have no claim against the Owner on account thereof. 8.3 The term “Cost of the Work” shall mean the sum of all direct costs necessarily and reasonably incurred and paid by the CMR in the performance of the Work. Such costs shall be at rates not higher than those customarily paid in the locality of the Project except with the prior written consent of Owner. The Cost of the Work shall include only those items set forth in this Article 8.3 and shall not include any items listed in Article 8.4. Cost of the Work shall be determined as follows: 8.3.1 SUBCONTRACTOR COSTS: 8.3.1.1 The CMR’s Direct Construction Cost, for the work as generally described in Exhibit A, attached hereto, to be performed by the CMR or performed by subcontractor selected in accordance with Article 11, below. Where the work is covered by unit prices contained in the Contract Documents or an applicable ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 21 subcontract, the Cost of the Work shall be determined by application of unit prices to the quantities of items involved. 8.3.1.2 Whenever a change in subcontractor work is to be based on mutual acceptance of a lump sum, whether the amount is an addition, credit or no change-in-cost, CMR shall submit an initial cost estimate obtained from the subcontractor and acceptable to Owner subject to the Limitations set forth in Article 7.4. The breakdown shall list the quantities and earlier agreed unit prices for materials, labor, equipment and other items of cost. Whenever a change involves more than one subcontractor and the change is an increase in the GMP, overhead and profit percentage of each subcontractor and CMR, if applicable, shall be itemized separately. 8.3.1.3 If the subcontract provides that the subcontractor is to be paid on the basis of Cost of the Work plus a fee, the subcontractor’s Cost of the Work shall be determined in the same manner as CMR’s Cost of the Work, subject to the limitation on subcontractor’s fees set forth in Article 7.4. 8.3.1.4 If changes to subcontracted work affected the GMP, such changes shall be accomplished in accordance with Article 7.4, Change Orders. The amount of decrease in the GMP, for any change that results in a net decrease in cost, will be the amount of the actual net decrease. When both additions and decreases are involved in any one change, the combined effect shall be figured on the basis of the net change in the GMP, if any. 8.3.2 CMR’S LABOR COSTS: Costs for employees in the direct employ of CMR in the performance of the work described in the Contract Documents. In lieu of wages and a labor burden, it is agreed that wages shall be reimbursed in accordance with Attachment A – Billable Rate Schedule, which shall be mutually agreed upon for the duration of the Project by Owner and CMR. Costs for employees not employed full time on the work covered by the Contract shall be apportioned on the basis of the time the employees spent on the work. In lieu of wages and a labor burden, it is agreed that wages shall be reimbursed in accordance with Attachment “A” - Billable Rate Schedule. Rates included in Attachment A – Billable Rate Schedule shall include salaries, social security contributions, unemployment, excise and payroll taxes, working compensation, health insurance, sick leave, pensions or 401k programs, vacation and holiday pay. A detailed accounting of time spent on the Project must be provided at the request of the County within seven (7) business days of the receipt by the CMR of written request therefor. 8.3.2.1 Stipulated Labor Rates: The rate sheet included with GMP8 will be the basis for labor rates for new individuals to the project. 8.3.3 MATERIALS AND EQUIPMENT: Cost of all materials and equipment furnished and incorporated in the work, including costs of transportation and storage thereof, and manufacturers’ field services required in connection therewith, adjusted in accordance with Article 10, pertaining to Discounts, Rebates and Refunds; rentals of all construction equipment and machinery and the parts thereof whether rented from CMR of others in accordance with rental agreements and the costs of transportation, loading, unloading, installation, dismantling and removal thereof, all in accordance with the terms of said agreements. The rental of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for the work. 8.3.4 MISCELLANEOUS COSTS: ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 22 8.3.4.1 The cost, as documented by the CMR’s detailed receipts, of telephone, telegrams, postage, photographs, blueprints, office supplies, first aid supplies and related miscellaneous costs reasonably incurred in direct support of the work at the Project location. 8.3.4.2 Premiums on bonds and insurance, including subcontractor bonds, if any that the CMR secures and maintains under the terms of the CONTRACT DOCUMENTS and such other insurance and bonds as may be required, All insurance and bonds shall be provided by companies acceptable to the Owner ‘s Risk Manager. 8.3.4.3 Self-insurance by the CMR or insurance through any affiliates of CMR shall not be permitted without the Owner’s prior written approval. Owner’s approval shall not be required on a subcontractor bond, or subcontractor default insurance and premiums thereof shall be considered a Cost of the Work. 8.3.4.4 The cost of obtaining and using any utility services required for the Work that are not paid directly by Owner, including fuel and sanitary services at the Project site. 8.3.4.5 The cost of removal of debris from the site. The Project site, lay-down locations, and staging sites will be kept clear of all debris on a daily basis. All subcontracts shall require subcontractors to remove all debris daily created by their activities, and the CMR shall exercise reasonable efforts to enforce such requirements or effect the removal of the debris of the subcontractors who fail in this regard. Provided, however, the CMR shall not be required to remove debris created by the Owner’s separate CMRs except pursuant to Change Order procedures set forth herein. 8.3.4.6 The cost and expenses, actually sustained by the CMR in connection with the work, of protecting and repairing adjoining property, if required, except to the extent that any such cost or expense is: 8.3.4.6.1 the responsibility of the CMR under Article 13, reimbursable by insurance or otherwise; 8.3.4.6.2 Due to the failure of the CMR to comply with the requirements of the Contract Documents with respect to insurance; or 8.3.4.6.3 Due to the failure of any officer of the CMR or any of its representatives having supervision or direction of the Work to exercise good faith or the standard of care normally exercised in the conduct of the business CMR experienced in the performance of work of the magnitude, complexity and type encompassed by the Contract Documents, in any of which events any such expenses shall not be included in CMR’s costs. 8.3.4.7 Federal, state, municipal, sales, use and other taxes required by law, as applicable to the Project, all with respect to service performed or materials furnished for the work, it being understood that none of the foregoing includes, federal, state or local income or franchise taxes. 8.3.4.8 All reasonable costs and expenditures necessary for the operation of the Project job site office(s), including cost of field computer equipment and software. 8.3.4.9 The proportion of necessary transportation, travel and subsistence expenses of CMR’s employees, excluding travel time, incurred in discharge of duties ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 23 connected with the work except for local travel to and from the site of the Work. Out of state travel must be approved in advance in writing by the Owner. 8.3.4.10 Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office and temporary facilities at the site and hand tools not owned by the workers, which are consumed in the performance of the work, and cost less market value of such items used but not consumed which remain the property of CMR. 8.3.4.11 Deposits lost for causes other than CMR’s negligence, royalty payments and fees for permits and licenses. 8.3.4.12 Cost of premiums for additional bonds and insurance required because of changes in the Work. 8.3.4.13 Cost of special Design Professionals, including, but not limited to, engineers, architects, testing laboratories, surveyors employed for services specifically related to the Work except for those required for deferred submittals. 8.3.4.14 Any other expenses or changes incurred, with the prior written approval of the Owner, in the performance of the Work. 8.4 EXCLUSIONS TO COST OF THE WORK: Overhead is defined as any and all other costs, not referenced in Article 8.3, of the CMR and its operation which are not in direct support of the Project. The CMR agrees to furnish and perform, as a part of the CMR’s Fee and without reimbursement, said overhead items. The term “Cost of the Work” shall not include any of the following: 8.4.1 Payroll costs and other compensation of CMR’s officers, executives, principals (of partnership and sole proprietorship), general managers, estimators, purchasing and contracting agents, clerks and other personnel employed by CMR whether or not approved by the Owner whether at the site or in its principal or a branch office for general administration that are not specifically included in the General Conditions are to be considered administrative costs covered by CMR’s fee. 8.4.2 Other than those expenses authorized on Exhibit B, expenses of CMR’s principal and branch offices. 8.4.3 Any part of CMR’s capital expenses, including interest on CMR’s capital employed for the Work and charges against CMR for delinquent payments. 8.4.4 Other overhead, general expense costs or charges of any kind and the cost of any item not specifically and expressly included in Article 8.3. 8.4.5 Costs in excess of the Guaranteed Maximum Price. 8.4.6 Entertainment and meal expenses, car allowances and charges of a personal nature. 8.4.7 Bonuses, pensions, profit sharing or other special labor charges not included in Article 8.3.2, above. 8.4.8 Any outside legal or accounting fees incurred without prior written approval from the Owner, which approval is at the sole discretion of the Owner. 8.5 PROGRESS PAYMENTS: 8.5.1 CMR may make Application for Payment for Work completed during the Project utilizing AIA form 702/703 or equivalent at intervals of not more than once a month. CMR shall ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 24 submit such applications to the Owner and Design Professional. CMR’s application shall show a complete breakdown of the Project components, the percentages completed and the fees and General Conditions amounts due in proportion to the percentages of the Work completed. Each application shall be accompanied by such supporting evidence as may be reasonably required by Owner and Design Professional, however each application shall, at a minimum be accompanied by a conditional lien waiver, and in addition thereto, an unconditional lien waiver for the preceding application for payment. CMR shall submit with each Application for Payment, an updated progress construction schedule acceptable to the Owner and Design Professional. Each Application for Payment shall be accompanied by a completed SBE Program Participation Reporting form in the form attached hereto as an Exhibit. Owner shall make payment to CMR, as required by A.R.S. § 34-609 and the Prompt Payment Act. 8.5.2 Ten percent (10%) of all monies earned by CMR shall be retained by Owner until Final Completion and acceptance by Owner in accordance with Article 8.5.4 hereof. 8.5.3 After fifty percent (50%) of the Work has been completed, the Owner may reduce the total retainage held to five percent (5%) of all monies previously earned and all monies earned thereafter. Any reduction in retainage shall be in the sole discretion of the Owner, and CMR shall have no entitlement to a reduction. Any interest earned on retainage shall accrue solely to the benefit of Owner. 8.5.4 The CMR shall have the right, pursuant to Arizona Revised Statues, to submit securities in lieu of retention. The CMR is required to request this option at least ten (10) business days prior to submission of first Application for Payment to allow time for preparation of forms. 8.5.5 Owner may withhold, in whole or in part, any progress payment to CMR to such extent as may be sufficient to pay the Expenses the Owner reasonably expects to incur to correct an deficiency in the Work set forth in specific written findings by Design Professional or Owner prepared for those items in the pay application of the estimate of the Work that are not approved for payment in that pay application under Contract. If Owner in its good faith judgment, determines that the portion of the GMP then remaining unpaid will not be sufficient to complete the Work in accordance with Contract Documents as set forth in written detail and provided to CMR pursuant to A.R.S. § 34-609, no additional payments will be due to CMR hereunder unless and until CMR, at its sole cost, performs a sufficient portion of the Work so that such portion of the GMP then remaining unpaid is determined by Design Professional and the Owner to be sufficient to so complete the Work. It is the intention of this Article 8.5 to provide Owner with the maximum protection afforded an Owner under the Prompt Pay Provisions of A.R.S. § 34-609. 8.5.6 The Schedule of Values, prepared in accordance with Exhibit B, shall reflect the CSI Divisions including the cost of materials, the cost of labor, the cost of equipment and the cost of subcontractor Work. Each monthly Application for Payment shall be for a sum equal to (i) that portion of the CMR’s Direct Construction Cost equal to the percentage of the Work completed; plus (ii) an appropriate amount of the CMR ‘s General Conditions Costs and Fees as related to the percentage of the Work completed. The calculation of the percentage of the Work completed shall be in accordance with the approved Progress Schedule; provided, however, prior to the date of the Final Request, and unless subject to reduction under Article 8.5.2, the aggregate of the CMR’s Fee payments shall not exceed Ninety (90%) percent of the CMR’s Fee as stated in Article 8.3. 8.5.7 The CMR’s Direct Construction Cost shall be segregated and detailed in a manner satisfactory to the Design Professional and the Owner to evaluate the charges. The Request for Payment shall indicate the percentage of completion of each portion of the Work, and the total Work, as of the end of the period covered by the Application for Payment. The ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 25 Schedule of Values shall be used as one basis for reviewing the Request for Payment when such amounts are approved. 8.6 The Design Professional and Owner shall review each such Request for Payment and may make such exceptions, as the Design Professional and the Owner reasonably deem necessary or appropriate under the state of circumstances then existing. Final determination resides with the Owner. In no event shall the Owner be required to make payment for items of the CMR’s Cost to which the Owner reasonably take(s) exception. 8.7 CMR shall remain solely liable for subcontractor’s Work and for any unpaid laborers, material suppliers or subcontractors in the event it is later discovered that said Work is deficient or that any of said laborers, material suppliers or subcontractors did not receive payments due them on the Project. 8.8 Within 30 after Final Completion of the Work and acceptance thereof by the Owner, the CMR shall submit a Final Request for Payment (Final Request) to the Owner, which shall set forth all amounts due and remaining unpaid to the CMR (including the unpaid portion of the CMR’s Fee). 8.9 Except for the CMR’s Fee, the CMR shall use the sums paid to it pursuant to this Article 8 solely for the purpose of performance of the Work and the construction, furnishing and equipping of the Work in accordance with the Contract Documents and payments of bills incurred by the CMR in performance of the Work. 8.10 The CMR shall promptly pay all bills for labor and material performed and furnished by its subcontractors, suppliers and materials providers, in connection with the construction, furnishing and equipping of the Work and the performance of the Work. 8.11 PROJECT CLOSEOUT: Prior to the Notice of Final Completion being issued, any remaining monies in the Guaranteed Maximum Price shall be returned to the Owner through a final deductive Change Order issued by the Owner, reducing the Guaranteed Maximum Price. Final Payment shall only be made after full execution of the final deductive Change Order. ARTICLE 9 - CONTINGENCY 9.1 OWNER’S CONTINGENCY: The GMP will include an Owner Contingency for addressing incomplete or revised design elements that arise during construction, to cover unforeseen conditions, or additional scope requests made by the Owner and/or Owner’s Design Professional, in an amount agreed to between the Owner and the CMR. Subject to the terms of the Contract Documents and with prior written Owner approval through a “Contingency Use Approval” form and include cost breakdowns and supporting documentation. CMR shall be entitled to utilize Owner Contingency for additions or modifications required due to design development or finalization of incomplete drawings/specifications, and or , increases in the scope of the work that could not have been reasonably anticipated. The Owner may disallow such Owner Contingency use and deny reimbursement in the absence of prior written notice or if the Owner determines that the use was not consistent with the Contract Documents or the scope of the work should have been reasonably anticipated. CMR may not apply, use, or allocate any amounts from the Owner Contingency for any of the following: x A material breach or material failure to perform by the CMR; x To pay any subcontractor, vendor, or any party that is liable or responsible at law or under the Contract; or x For any non-allowable costs of the work The Owner Contingency may also be used at the discretion of the Owner to cover any increases in Project costs that resulted from Owner directed changes. The OWNER reserves the right to issue ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 26 a deductive Change Order at any point during the Project, as agreed to by the CMR, deducting any or all remaining Owner Contingency from the GMP. Upon Substantial Completion the Owner shall issue a deductive Change Order for the remaining Owner Contingency balance. ARTICLE 10 - DISCOUNTS, REBATES AND REFUNDS 10.1 All cash discounts obtained on payments made by the CMR shall accrue to the Owner irrespective of whether or not the CMR actually advanced its own funds, prior to receipt of funds from Owner, to make the payment giving rise to the discount. ARTICLE 11 - SUBCONTRACTS AND PURCHASE ORDERS 11.1 All Work, including work to be specifically performed by the CMR, must be obtained via competitive pricing and subcontract, in compliance with the requirements of this Article 11 and A.R.S. Titles 34 and 41, for the balance of the CMR’s Direct Construction Cost required under this Contract. All subcontracts and purchase orders shall be awarded according to the following procedure: 11.2 The CMR shall prepare for Design Professional’s and Owner’s review and approval a list of pre- qualified subcontractors and suppliers for each bid who meet the CMR’s schedule of minimum requirements. The CMR shall obtain bids from a minimum of three (3) such subcontractors for each subcontract, when available. If the CMR is unable to do so for any subcontract, it must request and obtain the approval of the Owner. After receiving such bids, the CMR shall analyze them and make recommendations to the Owner and Design Professional for awards in compliance with A.R.S. Title 34. Unless the Design Professional and Owner determine any such subcontract to be unacceptable, the CMR shall contract solely in its own name and behalf, and not in the name or behalf of the Owner, with the specified subcontractor or supplier. The CMR’s subcontract form shall provide: that the subcontractor shall perform its portion of the Work in accordance with all applicable provisions of this Contract and the other Contract Documents; that subcontractor is bound to the CMR to the same extent that the CMR is bound to the Owner; that the CMR and Owner shall be named as additional insureds on subcontractor’s comprehensive general liability insurance policy and provide an insurance certificate evidencing the same; for termination of the subcontract by the CMR in the same manner and method as provided in Article 27 of this Contract, or as otherwise provided in such subcontract, whichever is more protective of the Owner’s interest; subcontractor shall comply with A.R.S. § 41-4401; and shall further provide that, in the event this Contract is terminated for any reason, that the subcontract shall, at the Owner’s option, be assigned to Owner and subcontractor shall perform its subcontract for the Owner, or for a CMR designated by the Owner, without additional or increased cost, provided the subcontractor is paid in accordance with its subcontract. The CMR shall sign, and shall cause each subcontractor to sign, an Assignment of Rights under Construction Subcontract. Nothing contained herein shall impose on the Owner an obligation to assume any subcontract or to make any payments to any subcontractor to perform and nothing contained herein shall create any contractual relationship between the Owner and any subcontractor. The subcontractor selection and management plan submitted by CMR is incorporated herein by this reference as Exhibit H. ARTICLE 12 - INSURANCE 12.1 The CMR, at the CMR’S own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of COUNTY. The form of any insurance policies and forms must be acceptable to COUNTY. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 27 12.1.1 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of COUNTY, constitute a material breach of this Contract. 12.1.2 CMR’S insurance shall be primary insurance as respects COUNTY, and any insurance or self-insurance maintained by COUNTY shall not contribute to it. 12.1.3 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the COUNTY’S right to coverage afforded under the insurance policies. 12.1.4 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 COUNTY under such policies. CMR shall be solely responsible for the deductible and/or self-insured retention and COUNTY, at its option, may require the CMR to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 12.1.5 COUNTY reserves the right to request and to receive, within ten (10) working days, certified copies of any or all of the herein required insurance policies and/or endorsements and any amendments thereto. COUNTY shall not be obligated, however, to review such policies and/or endorsements or to advise the CMR of any deficiencies in such policies and endorsements, and such receipt shall not relieve the CMR from, or be deemed a waiver of Maricopa COUNTY’S right to insist on strict fulfillment of the CMR’S obligations under this Contract. 12.1.6 The insurance policies required by this Contract, except Workers’ Compensation, shall name Maricopa County, its officers, elected officials, employees, agents and representatives as Additional Insured’s. 12.1.7 The policies required hereunder, except Workers’ Compensation, shall contain a waiver of transfer of rights of recovery (subrogation) against Maricopa County, its officers, elected officials, employees, agents and representatives for any claims arising out of the CMR’S work or service. 12.1.8 CMR is required to procure and maintain the following coverage’s: 12.1.8.1 Commercial General Liability. Commercial General Liability insurance and, when necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000 Personal/Advertising Injury, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for bodily injury, broad form property damage, and blanket contractual coverage, and shall not contain any provision that would serve to limit third party action over claims. There shall be no endorsement or modification of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 12.1.8.2 Automobile Liability. Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $2,000,000 each occurrence with respect to any of the CMR’S owned, hired, and non-owned ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 28 vehicles assigned to or used in performance of the CMR’s work or services under this Contract. 12.1.8.3 Workers’ Compensation. Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of the CMR’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. 12.1.8.4 CMR waives all rights against COUNTY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by CMR pursuant to this agreement. 12.1.8.5 Builder’s Risk (Property) Insurance. CMR shall purchase and maintain, on a replacement cost basis, Builders’ Risk insurance and, if necessary, Commercial Umbrella insurance in the amount of the initial Contract amount as well as subsequent modifications thereto for the entire work at the site. Such Builders’ Risk insurance shall be maintained until final payment has been made or until no person or entity other than COUNTY has an insurable interest in the property required to be covered, whichever is earlier. This insurance shall include interests of COUNTY, CMR, and all subcontractors and sub-subcontractors in the work during the life of the Contract and course of construction, and shall continue until the work is completed and accepted by COUNTY. For new construction Projects, CMR agrees to assume full responsibility for loss or damage to the work being performed and to the structures under construction. For renovation construction Projects, CMR agrees to assume responsibility for loss or damage to the work being performed at least up to the full Contract amount, unless otherwise required by the Contract documents or amendments thereto. The Owner and CMR waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents, and employees, each of the other; (2) against the Architect and Architect’s consultants; and (3) separate contractors, if any, and any of their subcontractors, sub-subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent those losses are covered by Builder’s Risk insurance required by the Contract, except such rights as they have to proceeds of such insurance. The policy shall provide such waiver of subrogation by endorsement or otherwise and shall be effective even if an insured’s negligence causes a covered loss and regardless of the extent of their insurable interest in the covered property. able interest in the covered property. 12.1.8.5.1 Builders’ Risk insurance shall be on a special form and shall also cover false work and temporary buildings and shall insure against risk of direct physical loss or damage from external causes including debris removal, demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for architect’s service and expenses required as a result of such insured loss and other “soft costs” as required by the Contract. 12.1.8.5.2 Builders’ Risk insurance must provide coverage from the time any covered property comes under CMR’S control and/or responsibility, and continue without interruption during construction, renovation, or installation, including any time during which the covered ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 29 property is being transported to the construction installation site, and while on the construction or installation site awaiting installation. The policy will provide coverage while the covered premises or any part thereof are occupied. Builders’ Risk insurance shall be primary and any insurance or self-insurance maintained by the County is not contributory. 12.1.8.5.3 Environmental Liability Coverage Insurance. Contractor shall maintain in force for the full period of this contract insurance covering losses caused by pollution conditions that arise from the operations of the contractor described under the scope of services of this contract. 12.1.8.5.4 This insurance shall apply to bodily injury; property damage, including loss of use of damaged property or of property that has not been physically injured; cleanup costs; and defense, including costs and expenses incurred in the investigation, defense, or settlement of claims. The policy of insurance affording these required coverages shall be written in an amount of at least $2,000,000 per loss, with an annual aggregate of at least $4,000,000. 12.1.8.5.5 The policy of insurance shall be endorsed to include as an insured Maricopa County, its officers, elected officials, and employees. 12.1.8.5.6 If the Contract requires testing of equipment or other similar operations, at the option of COUNTY, CMR will be responsible for providing property insurance for these exposures under a Boiler Machinery insurance policy or the Builders’ Risk Insurance policy. 12.1.8.6 COVERAGES Commercial General Liability $2,000,000 Each Occurrence $2,000,000 Personal & Advertising Injury $4,000,000 General Aggregate $4,000,000 Products/Completed Operations Automotive Liability $2,000,000 Each Occurrence Workers’ Compensation $1,000,000 Each Accident $1,000,000 Disease for Each Employee $1,000,000 Disease Policy Limit Builders’ Risk Replacement Cost Environmental Liability $2,000,000 Per Loss $4,000,000 Annual Aggregate 12.2 CERTIFICATES OF INSURANCE: Prior to commencing work or services under this Contract, the CMR shall furnish County with Certificates of Insurance and Policy Endorsements in a form acceptable to COUNTY, or formal endorsements as required by the Contract in the form provided by the County, issued by the CMR’s insurer(s), as evidence that policies providing the required coverage’s, conditions, and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and contract title. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 30 12.2.1 In the event any insurance policy (ies) required by this contract is (are) written on a “claims made” basis, coverage shall extend for one (1) year past completion and acceptance of the CMR’s work or services and as evidenced by annual Certificates of Insurance. 12.2.2 If a policy does expire during the life of the Contract, a renewal certificate must be sent to COUNTY not later than fifteen (15) days prior to the expiration date. 12.3 CANCELLATION AND EXPIRATION NOTICE: Insurance required herein shall not expire, be canceled, or materially changed without thirty (30) days prior written notice to COUNTY. 12.4 Stipulated Subcontract Default Insurance Rate: Subcontractor Default Insurance (SDI) has been included in the GMP (see Section 1.1) It is acknowledged, that Subguard insurance is not being requested as the SDI provider. ARTICLE 13 - INDEMNIFICATION AND INSURANCE 13.1 CMR’s Duty to Indemnify and Defend. To the fullest extent permitted by law, the CMR shall defend, indemnify and hold harmless Maricopa County, its officers, elected officials, employees agents and representatives from and against all claims, damages losses, and expenses, including but not limited to attorney fees, court costs, expert witness fees, and the cost of appellate proceedings, relating to, arising out of, or alleged to have resulted from the negligent, reckless, or intentionally wrongful acts, errors, omissions or mistakes of the CMR, its agents, representatives, employees, or subcontractors relating to the performance of this Contract. CMR’s duty to defend, indemnify and hold harmless the Owner, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage loss or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment, or destruction of property, including loss of use resulting therefrom, caused by the referenced acts, errors, omissions or mistakes in the performance of this Contract, including those made by any person for whose acts, errors, omissions or mistakes, the CMR may be legally liable. 13.2 Pre-Existing Hazardous Materials. To the fullest extent permitted by law, the Owner shall indemnify, defend and hold harmless the CMR, Subcontractors, Architect, Architect’s consultants, insurers and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of property damage or bodily injury or death and has not been rendered harmless, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss, or expense is due solely to the fault or negligence of the party seeking indemnity.” 13.3 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. ARTICLE 14 – PERFORMANCE / PAYMENT BOND AND QUALIFICATIONS OF SURETY 14.1 Within ten (10) calendar days of being notified of the award, CMR shall furnish a Performance Bond and a Payment Bond containing all the provisions of the Performance Bond and Payment Bond attached hereto. All bonds regardless of form, will be on the form required and set forth in A.R.S. § 34-222(I). 14.1.1 Each Bond shall be in the amount of one hundred percent (100%) of the GMP guaranteeing to Owner the completion and performance of the Work covered in such Contract as well ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 31 as full payment concerning all suppliers, material providers, laborers, or subcontractors employed pursuant to this Project. Each Bond shall be with a surety company which is qualified pursuant to Article 14.2. 14.1.2 Each Bond shall continue in effect for one year after substantial completion and acceptance of the Work with liability equal to one hundred percent (100%) of the Contract sum, or an additional bond shall be conditioned that CMR will, upon notification by Owner, correct any defective or faulty Work or materials which appear within one year after substantial completion of the Contract. 14.2 QUALIFICATIONS OF SURETY: 14.2.1 Each bond must be executed by a surety company in recognized standing, authorized to do business in the State of Arizona as surety, having a resident agent in the State of Arizona and having been in business with a record of successful continuous operation for at least five years. 14.2.2 The Surety Company shall hold a current certificate of authority as acceptable surety on federal bonds in accordance with United States Department of Treasury Circular 570, Current Revisions. If the amount of the Bond exceeds the underwriting limitation set forth in the circular, in order to qualify, the net retention of the surety company shall not exceed the underwriting limitation in the circular, and the excess risks must be protected by coinsurance, reinsurance, or other methods in accordance with Treasury Circular 297, revised September 1, 1973 (31 DFR Section 223.10, Section 223.111). Further, the Surety Company shall provide Owner with evidence satisfactory to Owner that such excess risk has been protected against in an acceptable manner. 14.2.3 The Owner will accept a surety bond from a company with a rating of B+ or better for bonds up to $2 million, provided, however, that if any surety company appears on the watch list that is published quarterly by Intercom of the Office of the Arizona Insurance Commissioner, the Owner shall review and either accept or reject the surety company based on the financial information available to the Owner. A surety company that is rejected by the Owner may be substituted by the bidder or proposer with a surety company acceptable to the Owner, only if the bid amount does not increase. The ratings of Surety shall correspond to the amount of bonds as follows: Policy Holder’s Financial Size Amount of Bond Ratings Category 500,001 to 1,000,000 B+ Class I 1,000,001 to 2,000,000 B+ Class II 2,000,001 to 5,000,000 A Class III 5,000,001 to 10,000,000 A Class IV 10,000,001 to 25,000,000 A Class V 25,000,001 to 50,000,000 A Class VI 50,000,001 or More A Class VII ARTICLE 15 - INDEPENDENT CMR 15.1 In performing, the CMR shall be deemed an independent CMR and not an agent or employee of the Owner. The CMR shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 32 this Contract, unless the Contract Documents give other specific instructions concerning these matters. ARTICLE 16 - ACCESS TO AND RETENTION OF PROJECT RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW 16.1 Owner or its designee shall have the right to audit, inspect and copy the books and records and accounts of CMR and all major subcontractors including but not limited to books, records, correspondence, instructions, drawings, receipts, payment records, vouchers, and memoranda which relate in any way to the Project, and to any claim for additional compensation made by CMR which relate to the Project and to any claim for additional compensation made by CMR. CMR shall preserve and make available to Owner all financial records, supporting documents, statistical records and any other documents which relate to the Project and to any claim for a period of eight (8) years, plus one (1) year warranty following final completion of the Project. During the Project and for the appropriate record retention period, CMR shall provide Owner access to its books and records at CMR’s usual place of business upon seventy-two (72) hours written notice. If any audit has been initiated and audit findings have not been resolved at the end of the end of the retention period or within Five (5) years, whichever is longer, the books, records and accounts shall be retained until resolution of the audit findings. 16.2 If the Arizona Public Records Act (A.R.S. §39-121.01 et seq.) is determined by Owner to be applicable to CMR’s records, CMR shall comply with all requirements thereof. Any incomplete or incorrect entry in such books, records and accounts shall be a basis for Owner’s disallowance and recovery of any payment upon such entry. 16.2.1 CMR’s records shall include, but not be limited to accounting records (hard copy, as well as computer readable data), written policies and procedures; subcontractor files (including proposals of successful and unsuccessful bidders and bid recaps), surety files and bond company files, original estimates, estimating work sheets, correspondence, change order files (including, but not limited to, documentation covering negotiated settlements), back charge logs and supporting documentation, general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends and any other supporting evidence deemed necessary by the Owner to substantiate charges related to this Contract (all of the foregoing hereinafter referred to as records). 16.2.2 CMR shall require all subcontractors, insurance agents and material suppliers (payees) to keep and maintain comparable records for the same time period and to permit the Owner to review, inspect, and audit such records. CMR shall include such requirements in all written subcontracts and purchase orders issued. 16.3 The Owner reserves the right to audit the CMR records at any time during the life of this contract whether or not the Project has been completed. If an audit inspection or other examination by the Owner or the Owner’s representatives in accordance with this Article, disclose overcharges (of any nature) by the CMR to the Owner, the cost of the Owner’s audit (whether performed by the Owner or outside auditors) shall be reimbursed or paid to the Owner by the CMR. Any adjustments and/or records of overcharges shall be made within a reasonable amount of time (not to exceed thirty (30) days) from presentation of the Owner findings to the CMR. ARTICLE 17 - AS BUILT RECORDS 17.1 As required by the General Conditions, General Requirements, and the technical specifications or, in absence of technical specification requirements, prior to the issuance of Final Completion and the CMR’s Request for Final Payment, the CMR shall furnish As Builts to the Design Professional for review and approval. Submittals shall include (1) one electronic copy. Upon approval and ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 33 completion of any other Final Completion Requirements the CMR may request Final Payment. As Builts shall indicate the exact locations of all structures and underground site utilities installed by CMR, including all water, sewer, gas, fuel, telephone, security and electric lines and main, and locations of all easements for such utilities. Such surveys shall be prepared by a licensed Arizona surveyor who shall certify that the Work is installed and erected entirely upon the Project Site and within the building restriction lines, if any, and does not overcharge or encroach upon any easement or right-of-way of others. As Builts shall also include project specifications with markings identifying installed product and materials. ARTICLE 18 - CMR’S RESPONSIBILITY FOR THE WORK 18.1 CMR shall bear full responsibility for the Work against all loss or damage of whatsoever nature sustained until final acceptance by Owner, and shall promptly repair any damage done from any cause whatsoever, unless caused by the Owner or its Agents. 18.2 CMR shall be responsible for all materials, equipment and supplies pertaining to the Project. In the event any such materials, equipment and supplies are lost, stolen, damaged or destroyed prior to final acceptance by Owner; CMR shall replace it without cost to Owner. CMR shall be responsible to protect all materials, equipment and supplies, keeping them free from deterioration, weathering, rusting or other action detrimental to the materials. 18.3 Owner reserves the right to award other contracts in connection with this Project. CMR shall afford other persons or contractors reasonable opportunity for the introduction and storage of materials and the execution of Work under such separate contracts. CMR shall properly connect this Work with the Work of any other persons or contractors that might contract separately with Owner. 18.4 If any part of CMR’s Work depends on proper execution or results upon the Work of any other persons, CMR shall inspect and promptly report to Owner any defects in such Work that render it unsuitable for such proper execution and results. CMR’s failure to so inspect and report shall constitute an acceptance of the other person’s work as fit and proper for the reception of CMR’s Work, except as to defects which may develop in other work after the execution of CMR’s Work. 18.5 CMR shall conduct its operations and take all reasonable steps to coordinate the prosecution of the Work so as to create no interference or impact on any other contractor on the site. Should such interference or impact occur, and the CMR did not take reasonable steps, the CMR shall be liable to the affected contractor for the cost of such interference or impact. 18.6 To ensure the proper execution of subsequent Work, CMR shall inspect the Work already in place and shall at once report to Owner any discrepancy between the executed Work and the requirements of the Contract Documents. ARTICLE 19 - OCCUPATIONAL HEALTH AND SAFETY 19.1 CMR’S DUTY TO PROTECT: The CMR shall take all necessary precautions for safety of, and shall provide protection to prevent damage, injury or loss to: 19.1.1 Employees on the Work and other persons who may be affected thereby; 19.1.2 The Work and materials and equipment to be incorporated therein, whether in storage on or off the Site, under care, custody or control of the CMR or the CMR’s subcontractors; 19.1.3 The Work and materials and equipment to be incorporated therein, if the Project Site is within a floodplain; ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 34 19.1.4 Other property at the Site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction; and 19.1.5 Construction or operations by the Owner or other contractors. 19.2 COMPLIANCE WITH SAFETY NOTICES AND LAWS: The CMR shall comply with all local, state and federal applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. 19.3 SAFETY PRECAUTIONS: The CMR shall erect and maintain, as required by existing conditions and performance of the Contract safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying Owner’s and users of adjacent sites and utilities. The CMR shall also be responsible, at the CMR’s sole cost and expense, for all measures necessary to protect any property adjacent to the Site and improvements thereon. Any damage to such property or improvements shall be promptly repaired by the CMR. Without limiting the indemnity provisions elsewhere in the Contract, the CMR shall indemnify, defend and hold harmless the Indemnitees from and against any and all liabilities, claims or demands (including attorney's fees and costs) arising out of or resulting from damage to such property or improvements. 19.4 USE OF EXPLOSIVES OR HAZARDOUS MATERIALS: When use or storage of explosives or other hazardous materials or equipment or unusual methods is necessary for execution of the Work, the CMR shall exercise reasonable care and carry on such activities under supervision of properly qualified personnel. When use or storage of explosives, other hazardous materials or equipment or unusual methods are necessary, the CMR shall secure the Owner’s approval prior to their storage or use. 19.5 CMR LIABILITY: The CMR shall promptly remedy damage and loss to any property caused in whole or in part by the CMR or subcontractor or anyone or by anyone for whose acts they may be liable. 19.6 SAFETY REPRESENTATIVE: The CMR shall designate a responsible member of the CMR’s organization at the Site whose duty shall be the prevention of injuries/accidents and administration of the CMR’s written Safety Program. The Safety Representative, if required by Owner, shall be onsite full-time and shall have a minimum of a 30-Hour Occupational Safety and Health Training Course within the past (2) years and must maintain that competency. This person shall attend all Project safety meetings and shall conduct regular safety meetings for employees of the CMR and Subcontractors engaged in construction activities at the Site, recording the dates and topics covered during the safety meetings. 19.7 ACCIDENT/INJURY REPORTS: The CMR shall report in writing within one (1) working day of the CMR’s knowledge, to the Owner, all accidents or injuries arising out of or in connection with the Work which cause personal injury or property damage, giving full details and statements of any witnesses. In addition, if death or serious personal injuries requiring admitted hospital stay or serious damages are caused, the incident shall be reported immediately by telephone or messenger to the Owner. 19.8 SAFETY COOPERATION: The CMR and its subcontractors shall cooperate fully with the Owner and all interested parties on accident/injury prevention and claim handling procedures. 19.9 RISK OF LOSS: The CMR shall be fully responsible for, and shall bear the full risk of loss of, all the CMR’s tools, equipment, materials, and other property. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 35 19.10 EMERGENCIES: 19.10.1 In an emergency affecting safety of persons or property, the CMR shall act, at the CMR’s discretion, to prevent damage, injury or loss. Additional compensation or extension of time claimed by the CMR on account of an emergency shall be determined as provided in Article 7. ARTICLE 20 - PERMITS, LICENSES AND IMPACT FEES 20.1 CMR LICENSE REQUIREMENT: 20.1.1 The CMR shall procure all permits, insurance, licenses for, and pay the charges and fees necessary and incidental to, the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The CMR shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. CMR shall immediately notify both Office of Procurement Services and the using agency of any and all changes concerning permits, insurance or licenses. 20.1.2 CMR and its Subcontractors furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. A CMR and its Subcontractors are not relieved of its obligation to possess the required licenses by a subcontracting of the labor portion of the Contract. ARTICLE 21 – PERSONNEL 21.1 All personnel used or employed by the CMR in the performance of the Work shall be qualified by training and experience to perform their assigned tasks. At the request of the Owner, the CMR shall not use in the performance of the Work any personnel deemed by the Owner to be incompetent, careless, or unqualified to perform the work assigned to that person him, or otherwise unsatisfactory to the Owner. 21.2 The CMR agrees that in the performance of the Work called for by this Contract, it will employ only such labor, and engage subcontractors that employ only such labor, as will not delay or interfere with the speedy and lawful progress of the Project, and as will be acceptable to and work in harmony with all other workers employed on the Project site or on any other building, structure, or other improvement which the CMR or any other contractor may then be erecting or alerting on behalf of the Owner. 21.3 CMR shall furnish the Owner on request, resumes of CMR's key personnel involved in the day-to- day Work on the Project. ARTICLE 22 - CMR'S WARRANTIES 22.1 CMR warrants to Owner that all materials and equipment under this Contract will be new unless otherwise specified and that all of the Work will be of good quality free from faults and defects and in conformance with the Contract Documents. All Work not conforming to these requirements, including substitutions not properly approved and authorized by the Owner and Design Professional may be considered defective and shall be repaired or replaced in accordance with the requirements of this Contract. If required by Design Professional, CMR shall furnish satisfactory ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 36 evidence as to the kind and quality of materials and equipment. This warranty is not limited by the provisions of Article 23 herein. 22.2 The CMR further represents and warrants: 22.2.1 That it is financially solvent, able to pay its debts as they mature, and is possessed of sufficient working capital to perform this Contract; that is able to furnish the Materials, and Services; that is experienced in and competent to perform the Work contemplated by this Contract; and it is qualified to do the Work herein and is authorized to do business in the State of Arizona. 22.2.2 That the CMR holds a license, permit or other special license to perform the services included in this Contract, as required by law, or employs or works under the general supervision of the holder of such license, permit or special license. 22.2.3 The CMR agrees that the Work shall be performed in a good and professional manner, free from defects in materials and execution, and that all Materials shall be new and approved by or acceptable to the Design Professional and Owner, except as otherwise expressly provided for in the Contract Documents. 22.2.4 That CMR warrants that they will be in compliance with A.R.S. § 23-214(A) and 41-4401. ARTICLE 23 - DEFECTIVE WORK 23.1 The Owner shall have the authority to reject or disapprove work which the Design Professional finds to be defective. If required by Owner, CMR shall promptly either correct all defective work or remove such defective work and replace it with non-defective work. CMR shall pay all direct, indirect and consequential costs of such removal or corrections including cost of testing laboratories and personnel. 23.2 Should CMR fail or refuse to remove or correct any defective work or to make any necessary repairs in accordance with the requirements of the Contract Documents within the time indicated in writing by the Owner, Owner shall have the authority to cause the defective work to be removed or corrected, or make such repairs as may be necessary at CMR's expense. Any expense incurred by Owner in making such removals, corrections or repairs shall be paid for out of any monies due or which may become due to CMR and deducted from the GMP, or may be charged against the Performance Bond. In the event of failure of CMR to make all necessary repairs promptly and fully, Owner may declare a default. 23.3 If, within one (1) year after the date of Substantial Completion or such longer period of time as may be prescribed by the terms of any applicable special warranty required by the Contract Documents, any of the work is found to be defective or not in accordance with the Contract Documents, CMR, after receipt of written notice from Owner, shall promptly correct such defective or nonconforming work within the specified by Owner without cost to Owner, to do so. The CMR shall be the point of contact and responsible for all administration and coordination associated with correcting/resolving all subcontractor warranty claims for the duration of the specific warranty period indicated by the specifications. In some instances this period may be longer than the one (1) year general warranty period. Nothing contained herein shall be construed to establish a period of limitation with respect to any other obligation, which CMR might have under the Contract Documents. 23.4 Failure to reject any defective work or material shall not in any way prevent later rejection when such defect is discovered, or obligate Owner to final acceptance. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 37 23.5 The CMR shall (I) replace any part of the work that fails to conform with the requirements of this Contract that appear during progress of the work on the Project; (II) remedy any defects in the Work due to faulty materials or workmanship which appear within a period of one (1) year from the time of Substantial Completion of the Work or portions thereof hereunder or within such longer period of time as may be set forth in the Contract Documents or as may be required by law; and (III) replace, repair or restore any parts of the Project or furniture, fixtures, equipment or other items placed therein (whether by the Owner or any other part) that are injured or damaged by any such parts of the Work that do not conform to the requirements of this Contract or are due to defects in the Work. The provisions of this Article 23 shall not apply to corrective work attributable solely to the acts or omissions of any separate CMR or subcontractor of the Owner unless the CMR is acting in such capacity or capacities. The cost of the CMR of performing any of its obligations under this Article 23 shall be within the Guaranteed Maximum Price. The CMR's responsibility to make repairs and redo work under this Article 23 is in addition to the CMR's responsibility to the Owner for any other damages of any kind for which the CMR would be legally responsible. 23.6 If the Owner and the CMR deem it inexpedient to require the correction of work damaged or not performed in accordance with the Contract Documents, an equitable deduction from the Contract Price and the Guaranteed Maximum Price shall be made by agreement between the CMR and the Owner. Until such settlement, the Owner may withhold such sums as the Owner deems just and reasonable from monies, if any, due the CMR. If no monies are held by the Owner, reimbursement shall be made to the Owner within thirty (30) days by the CMR. 23.7 The CMR's express warranty herein shall be in addition to, and not in lieu of, any other warranties or remedies the Owner may have under this Contract, at law, or in equity for defective Work and warranty periods will commence at Substantial Completion date. ARTICLE 24 - CONSTRUCTION SIGNAGE 24.1 Any requirements for a Project sign shall be as set forth within the Technical Specifications section. 24.2 All construction signage located at the Project location shall be subject to the prior written approval of the Owner. The CMR recognizes that all signage may be disallowed, in the Owner’s sole discretion, and that existing signage or advertising on construction field offices, trailers, construction fences, and other construction elements or aids, may be required to be masked or deleted at no cost or expense to the Owner. Such signage will be considered an overhead expense pursuant to Article 8.4 and if allowed shall not be included within the Cost of the Work. ARTICLE 25 - OWNERSHIP OF CONTRACT DOCUMENTS 25.1 Drawing, specifications, designs, models, photographs, reports, surveys, and other data created for and submitted by the CMR provided in connection with this Agreement are and shall remain the property of the Owner whether the Project for which they are made is completed or not. All finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports prepared by CMR shall become the property of Owner and shall be delivered by CMR to Owner within seven (7) days of termination of the Contract Documents by either party. Any compensation due to CMR shall be withheld until all documents are received as provided herein. ARTICLE 26 - CMR'S REPRESENTATIVE 26.1 CMR shall advise, the Owner, in writing of any limitations on the authority of CMR's representative; otherwise, CMR's representative shall be considered to have full authority to execute any and all instruments requiring the CMR's signature and to act on behalf of the CMR with respect to all matters arising out of this Agreement. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 38 ARTICLE 27 - OWNER’S RIGHT TO TERMINATE CONTRACT 27.1 If CMR fails to begin the Work within the (10) calendar days after the Project initiation Date, or fails to perform the Work with sufficient workers and equipment or with sufficient materials to insure the prompt completion of the Work, or performs the Work unsuitably, or causes it to be rejected as defective and unsuitable, or delays or discontinues the prosecution of the Work pursuant to the accepted schedule or if CMR shall fail to perform any material term set forth in the Contract Documents, including non-payment of subcontractors or materials providers, or if CMR shall become insolvent or be declared bankrupt, or commit any act of bankruptcy or insolvency, or shall make an assignment for the benefit of creditors, or from any other cause whatsoever shall not carry on the Work in an acceptable manner, Owner may give notice in writing to CMR and its Surety of such delay, neglect or default, specifying the same. 27.2 If CMR, within a period of ten (10) calendar days after such notice, does not proceed in accordance therewith, then Owner may terminate the services of CMR, exclude CMR from the Project site and take the prosecution of the Work out of the hands of CMR, and appropriate or use any or all materials and equipment that are an integral part of the Work on the Project site as may be suitable and acceptable. In such case, CMR shall not be entitled to receive any further payment until the Project is completed. 27.3 In addition Owner, may enter into an agreement for the completion of the Project according to the terms and provisions of the Contract Documents, or use such other methods as in Owner’s sole opinion shall be required for the completion of the Project according to the terms and provisions of the Contract Documents, or use such other methods as in Owner’s sole opinion shall be required for the completion of the Project in an acceptable manner. All damages, costs and charges incurred by Owner, together with the costs of completing the Project, shall be deducted from any monies due or which may become due to CMR. In case the damages and expenses so incurred by Owner shall exceed the unpaid balance, then CMR shall be liable and shall pay to Owner the amount of said excess. 27.4 If after notice of termination of CMR's right to proceed, it is determined for any reason that CMR was not in default, the rights and obligations of Owner and CMR shall be the same as if the notice of termination had been issued pursuant to the Termination for Convenience clause as set forth in Article 27.5 below. 27.5 This Contract may be terminated for convenience in writing by Owner upon ten- (10) day’s written notice to CMR (delivered by certified mail, return receipt requested) of intent to terminate and the date on which such termination becomes effective. In such case, CMR shall be paid for all work executed and expenses incurred prior to termination in addition to termination settlement costs reasonably incurred by CMR relating to commitments which had become firm prior to the termination. Payment shall include reasonable profit for work and/or services performed. No payment shall be made for profit for work and/or services that have not been performed. 27.6 Upon receipt of Notice of Termination pursuant to Article 27 or 27.3 above, CMR shall promptly discontinue all affected work unless the Notice of Termination directs otherwise and deliver or otherwise make available the Owner all data, drawings, specifications, reports, estimates, summaries and such other information as may have been required by the Contract Documents whether completed or in process. ARTICLE 28 - RESOLUTION OF DISPUTES 28.1 To prevent all disputes and litigation, it is agreed by the parties hereto that Owner shall decide all questions, claims, difficulties and disputes of whatever nature which may arise relative to the ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 39 technical interpretation of the Contract Documents and fulfillment of this Contract as to the character, quality amount value of any work done and materials furnished, or proposed to be done or furnished under or by reason of, the Contract Documents and Owner's estimates and decisions upon all claims, questions, difficulties and disputes shall be final and binding. Any claim, question, difficulty or dispute which cannot be resolved by mutual agreement of Owner and CMR shall be submitted to the Alternative Dispute Resolution process as outlined in Exhibit G. 28.2 This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Arizona. Any controversies or legal problems arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder which might be eligible for judicial resolution shall be submitted to the jurisdiction of the Superior Court of the State of Arizona in and for Maricopa County, and shall be governed by the laws of the State of Arizona. By entering into this Contract, CMR and Owner hereby expressly waive any rights either party may have to trial by jury of any civil litigation related to, or arising out of the Project. CMR, pursuant to Article 11 of this Agreement, shall specifically bind all subcontractors to the provisions of this Contract. 28.3 Pending resolution of any dispute arising under this Contract, other than termination hereof, the CMR shall proceed diligently with performance of this Contract and the Owner shall continue to make payments in accordance with the Contract Documents. ARTICLE 29 – NOTICES 29.1 Notices: All notices to be given hereunder shall be in writing, and may be given by depositing the same in the United States Mail addressed to the party to be notified, postpaid, return receipt requested or by delivering the same in person to such party with written receipt of acknowledgement of delivery by a person at the address (s) set forth below. All notices to be given to the parties hereto shall be sent to or made to the addresses shown below. The place for giving notice shall remain the same as set forth herein unless changed in the manner provided in this Article. 29.2 Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States mail, postage prepaid, return receipt requested, or by hand-delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following: 29.3 FOR MARICOPA COUNTY: Charles Jones, Director Facilities Management Maricopa County 401 W. Jefferson Street Phoenix, AZ 85003 AND Kevin Tyne, Chief Procurement Officer Office of Procurement Services Maricopa County 301 W. Jefferson Street, Suite 700 Phoenix, Arizona 85003 29.4 FOR CMR: ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 40 Phil Glenn, Vice President of Operations Kitchell Contractors, Inc of Arizona 1707 E. Highland Avenue Phoenix, AZ 85016 And to DESIGN PROFESSIONAL: Atavan Rajasundaram, Architect/Principal DWL Architects + Planners 2333 N. Central Avenue Phoenix, AZ 85004 ARTICLE 30 - REQUIREMENTS FOR CONTRACTS WITH SBE GOALS 30.1 It is Maricopa County’s policy to provide Small Business Enterprises (SBE) with the opportunity to participate in the County’s solicitation process and to be considered to fulfill the requirements for various commodities and services. This contract has no requirement for utilization of SBE’s; however, it does require that utilization of SBE firms by CMR be reported for tracking by the County. A full description of the County’s SBE program and the contractual requirements are attached hereto and incorporated herein by reference in Exhibit F. ARTICLE 31 - OTHER TERMS & CONDITIONS 31.1 THIRD PARTY BENEFICIARIES: Neither CMR nor Owner intends to directly or substantially benefit a third party by this Contract. Therefore, the parties agree that there are no third party beneficiaries to this Contract and that no third party shall be entitled to asset a claim against either of them based upon this Contract. 31.2 CONFLICTS: 31.2.1 Neither CMR nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with CMR’s loyal and conscientious exercise of judgment related to its performance under this Agreement. 31.2.2 CMR agrees that none of its officers or employees shall, during the term of this Agreement, serve as an expert witness against COUNTY in any legal or administrative proceeding in which he or she is not a party, unless compelled by court process. Further, CMR agrees that such persons shall not give sworn testimony or issue a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of COUNTY in connection with any such pending or threatened legal or administrative proceeding. The limitations of this section shall not preclude CMR or any other persons from representing themselves in any action or in any administrative or legal proceeding. 31.2.3 In the event CMR is permitted to utilize subcontractor to perform any services required by this Agreement, CMR agrees to prohibit such subcontractor, by written contract, from having any conflicts within the meaning of this section. 31.3 CANCELLATION: The Owner hereby gives notice that pursuant to A.R.S. § 38-511 (A) this contract may be canceled without penalty or further obligation within three (3) years after execution if any person significantly involved in initiating, negotiating, securing, drafting, or creating a contract on behalf of the Owner is, at any time while the contract or an extension of the contract is in effect, an employee or agent of any other part to the contract in any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract. Cancellation under this section shall be effective when written notice from the Owner is received by all parties to the contract. In addition, the Owner may recoup any fee or ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 41 commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the Owner from any other party to the contract arising as a result of the contract. 31.4 COMPLIANCE WITH LAWS: CMR shall comply with all federal state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement. 31.5 SEVERANCE: In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless COUNTY or CMR elects to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 31.6 JOINT PREPARATION: Preparation of this Contract has been a joint effort of Owner and CMR and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 31.7 DRUG FREE WORKPLACE: It is a requirement of Owner that it enter into contracts only with firms that certify the establishment of a drug-free workplace. Execution of this Contract by CMR shall also serve, as CMR's required certification that it either has or that it will establish a drug-free workplace. 31.8 ASSIGNMENT: The CMR shall not assign this Contract or subcontract it as a whole without the written consent of the Owner by and through the Chief Procurement Officer for Maricopa County; nor shall the CMR assign any monies due or to become due to it hereunder, without the previous written consent of the Owner. 31.8.1 No consent or waiver, express or implied, by either party to this Contract to or of any breach or default by the other in the performance of any obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other of future breach or default by such party hereunder, nor deemed to be a modification of this Contract. 31.8.2 Failure on the part of any party hereto to complain of any act or failure to act of the other party or to declare the other party in default hereunder, irrespective of how long such failure continues, shall not constitute a waiver of the rights of such party hereunder, provided however this section shall not alter or amend the notice provisions set forth in the Construction Documents including but not limited to, in Article 6. Inspection by, payment by or tentative approval or acceptance by the Owner, or the failure of the Owner to perform any inspection hereunder shall not constitute a final acceptance of the Work or any part thereof and shall not release the CMR from any of its obligations hereunder. 31.9 CONSTRUCTION OF TERMS: Unless the context clearly intends to the contrary, words singular or plural in number shall be deemed to include the other and pronouns having masculine or feminine gender shall be deemed to include the other. The term "person" shall be deemed to include an individual, corporation, unincorporated organization, partnership, trust, government and governmental agency or subdivision, as the context shall require. 31.10 CAPTIONS: The captions used for the Articles of this Contract are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of the intent of this Contract or any Article hereof. 31.11 ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS: These Contract Documents incorporate and include 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 understanding concerning the subject matter of this Contract that are not contained in the Contract Documents. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 42 written document in accordance with Article 7. In the event any provision of the Contract Documents shall be found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the remainder of this Contract shall not be affected thereby and each remaining provision, term, covenant or condition of the Contract Documents shall continue to be effective. 31.12 PRIOR AGREEMENTS: This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless set forth in writing in accordance with Article 7 of this document. 31.13 INCORPORATION BY REFERENCE: The truth and accuracy of each “Whereas” clause set forth herein is acknowledged by the parties. The attached Exhibits are incorporated into and made a part of this Agreement. 31.14 LEGAL WORKER REQUIREMENTS: As required by Arizona Revised Statutes §41-4401, the County is prohibited after September 30, 2008 from awarding a contract to any service or construction CMR who fails, or whose subcontractors fail, to comply with Arizona Revised Statutes § 23-214-A. The CMR warrants that it complies fully with all federal immigration laws and regulations that relate to its employees, that it shall verify, through the employment verification pilot program as jointly administered by the U.S. Department of Homeland Security and the Social Security Administration or any of its successor programs, the employment eligibility of each employee hired after December 31, 2007, and that it shall require its subcontractors and sub-subcontractors to provide the same warranties to the CMR. The CMR acknowledges that a breach of this warranty by CMR or by any subcontractor or sub-subcontractor under this Contract shall be deemed a material breach of this Contract, and is grounds for penalties, including termination of this Contract, by Maricopa County. Maricopa County retains the right to inspect the records of any CMR, subcontractor and sub-subcontractor employee who performs work under this Contract, and to conduct random verification of the employment records of the CMR and any subcontractor and sub-subcontractor who works on this Contract, to ensure that the CMR and each subcontractor and sub-subcontractors complying with the warranties set forth above. CMR shall be responsible for all costs associated with compliance with this requirement. 31.15 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION: 31.15.1 The undersigned (authorized official signing for the contractor/bidder) certifies to the best of his or her knowledge and belief, that the contractor/bidder, and its principals: 31.15.1.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency 31.15.1.2 Have not within 3-year period preceding this solicitation/contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 31.15.1.3 Are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in this paragraph of this certification; and ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 43 31.15.1.4 Have not within a 3-year period preceding this Contract had one or more public transaction (Federal, State or local) terminated for cause of default. 31.15.2 Should the contractor/bidder not be able to provide this certification, a comprehensive explanation as to why should be attached to its contract. 31.15.3 The contractor agrees to include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this contract. 31.16 INFLUENCE: 31.16.1 As prescribed in Article 12 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 Debarment or Suspension under Article 9. An attempt to influence includes, but is not limited to: 31.16.2 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, 31.16.3 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. 31.16.4 If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract 31.17 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 31.18 UNIFORM ADMINISTRATIVE REQUIREMENTS When applicable and by entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 31.19 FORCED LABOR By submitting a bid for this solicitation and/or entering into a contract as a result of this solicitation, contractor agrees to comply with all applicable portions of Arizona Revised Statutes Section 35-394. Contracting; procurement; prohibition; written certification; remedy; termination; exception; definitions. Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use: The forced labor of ethnic Uyghurs in the People’s Republic of China. Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 44 Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. If contractor becomes aware during the term of the agreement that contractor is not in compliance with this paragraph, the contractor shall notify the County within five business days after becoming aware of the noncompliance. If the contractor fails to provide a written certification to the County that the contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date occurs before the end the 180 day period, the agreement terminates on the agreement termination date. 31.20 WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01 If vendor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees for the duration of this agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. [SIGNATURES ON FOLLOWING PAGE] ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 45 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first above written, in counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract. 250038-CMR Office Space Optimization Project Principal (Signature) Date 86-0542011 Printed Name Federal Tax Identification Number ROC 067969 Title Arizona Contractor’s License Number Net 14 909-24 Vendor Terms NIGP Commodity Code (Advantage) COUNTY OF MARICOPA, ARIZONA RECOMMENDED BY: ACCEPTED AND APPROVED: Department Head Date Chairman Date Board of Supervisors ATTEST: Board of Supervisors Date LEGAL REVIEW Approved as to form and within the powers and authority granted under the laws of the State of Arizona to Maricopa County. By: Deputy County Attorney Date: ' ,*" &&- $'( !"$$ && " ) *" &+' ( )+"'&* Chair, Board of Supervisors Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 46 ATTACHMENT A [General Condition Costs, Key Personnel and Labor Rates per Section 8.3.2.] See Kitchell Office Space Optimization Projects, Office Space Optimization Projects, West Courts TI, Guaranteed Maximum Price #8, January 19, 2026 ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 47 EXHIBIT A - CONSTRUCTION DOCUMENTS a. Drawings & Plans dated: November 21, 2025 b. Specifications dated: September 4, 2025 These documents are voluminous and maintained separately from the contract documents but are incorporated into the contract as though fully set forth and attached. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 48 EXHIBIT B - GMP PROPOSAL (GMP Summary Document follows – full proposal is found in the Project file and is incorporated into the contract as though fully set forth and attached) See Kitchell Office Space Optimization Projects, Office Space Optimization Projects West Courts TI, Guaranteed Maximum Price #8, January 19, 2026 ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 49 EXHIBIT C - INSURANCE CERTIFICATE(S) The Insurance Certificate document(s) follow this cover page and are incorporated into the contract as though fully set forth therein. ' ,*" &&- $'( SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER: CERTIFICATE NUMBER: COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $ PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS AUTOS ONLY NON-OWNED SCHEDULED OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBER TYPE OF INSURANCE LTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $ EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE DAMAGE TO RENTED $ PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1/26/2026 ACIG Insurance Agency, Inc. 2600 N. Central Expwy. Suite 800 Richardson, TX 75080 972-702-9004 972-687-0601 www.acig.com Brian Callaghan accountmanagers@acig.com Kitchell Contractors, Inc. of Arizona 1707 East Highland, Suite 100 Phoenix AZ 85016 89025460 As required per written contract 6948A MC OSOP West Courts TI Maricopa County 401 W Jefferson Street Phoenix AZ 85003 6948A MC OSOP West Courts TI Professional liability retroactive date 11/11/1978. B WCA000006825 6/1/2025 6/1/2026 1,000,000 N 1,000,000 1,000,000 F Contractor's Professional PCAB-5028014-0625 6/1/2025 6/1/2026 and Pollution Liability ACIG Insurance Company 19984 Berkley Assurance Company 39462 $5,000,000 Claim $5,000,000 Aggregate 89025460 | KITCHELL | 25/26 AZ CA GL WC PL ACIG | Excl:GL AU XS | Coral Robles | 1/26/2026 4:05:41 PM (CST) | Page 1 of 2 This certificate cancels and supersedes ALL previously issued certificates. WC 00 03 13 (Ed. 04-84) 1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Whomever the named insured is required by written contract executed prior to loss to waive rights of recovery against. This endorsement does not apply to policies in California, Kentucky, New Hampshire, New Jersey, Texas or Utah. This endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. This endorsement does not apply to policies in Kansas for private construction contracts unless the construction project involved is a consolidated or wrap-up program. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: Same as Policy Effective Date unless otherwise indicated above. Policy Effective Date: Policy No. Endorsement No. Insured Premium $ Insurance Company ACIG Insurance Company Kitchell Contractors, Inc. of Arizona WCA000006825 6/1/2025 89025460 | KITCHELL | 25/26 AZ CA GL WC PL ACIG | Excl:GL AU XS | Coral Robles | 1/26/2026 4:05:41 PM (CST) | Page 2 of 2 This certificate cancels and supersedes ALL previously issued certificates. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER: CERTIFICATE NUMBER: COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $ PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS AUTOS ONLY NON-OWNED SCHEDULED OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBER TYPE OF INSURANCE LTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $ EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE DAMAGE TO RENTED $ PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1/26/2026 ACIG Insurance Agency, Inc. 2600 N. Central Expwy. Suite 800 Richardson, TX 75080 972-702-9004 972-687-0601 www.acig.com American Contractors Insurance Co RRG 12300 Continental Insurance Company 35289 Westchester Fire Insurance Company 10030 Admiral Insurance Company 24856 Evanston Insurance Company 35378 33138 Landmark American Insurance Company A 10,000,000 CG25A49318 6/1/2025 6/1/2029 100,000 CG25C49318 6/1/2025 6/1/2029 A 5,000 10,000,000 10,000,000 10,000,000 B CUE8033105742 6/1/2025 6/1/2029 35,000,000 35,000,000 C G48609648001 6/1/2025 6/1/2029 D Excess Liability UX00000181101 6/1/2025 6/1/2029 Each Occurance: $40,000,000 E MKLV5EUE104127 6/1/2025 6/1/2029 Aggregate: $40,000,000 F LHA607041 6/1/2025 6/1/2029 Brian Callaghan accountmanagers@acig.com See addendum for add'l limits Kitchell Contractors, Inc.; Owner as required by contract; and all subcontractors enrolled in the CCIP and their lower tier subcontractors unless excluded by the Sponsor 89023756 Designated Project Site: 301 W. Jefferson, Phoenix, AZ 85003 25/26 Rolling - MC OSOP West Courts Tl Maricopa County 101 W Jefferson Street Phoenix AZ 85003 Designated Project: 6948A MC OSOP West Courts Tl Designated Project Period: 2/9/2026 to 5/1/2027 89023756 | KITCCCIP | 25/26 Rolling CCIP | Coral Robles | 1/26/2026 2:51:31 PM (CST) | Page 1 of 2 This certificate cancels and supersedes ALL previously issued certificates. 401 W Jefferson Street Phoenix, AZ 85003 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: 25/26 Rolling Addendum Excess Liability Coverage 06/01/2025 to 06/01/2029 ---------------------------------------------------------- Insurer: Endurance American Insurance Company (NAIC #10641) Policy No.: EXC30089200400 Limit: $10,000,000 x of $75,000,000 KITCCCIP ACIG Insurance Agency, Inc. Kitchell Contractors, Inc.; Owner as required by contract; and all subcontractors enrolled in the CCIP and their lower tier subcontractors unless excluded by the Sponsor CUE8033105742 6/1/2025 Continental Insurance Company 35289 25 Certificate of Liability Insurance (03/16) ATTACHMENT HOLDER: ADDRESS: Maricopa County 101 W Jefferson Street Phoenix AZ 85003 89023756 | KITCCCIP | 25/26 Rolling CCIP | Coral Robles | 1/26/2026 2:51:31 PM (CST) | Page 2 of 2 This certificate cancels and supersedes ALL previously issued certificates. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER: CERTIFICATE NUMBER: COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $ PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS AUTOS ONLY NON-OWNED SCHEDULED OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBER TYPE OF INSURANCE LTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $ EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE DAMAGE TO RENTED $ PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1/26/2026 IMA, Inc. - Kansas City 11350 Switzer Rd, Suite 200 Overland Park KS 66210 IMA Certificate Team certificates@imacorp.com National Fire Insurance Company of Hartford 20478 KITCCOR-01 Kitchell Contractors Inc of Arizona 1707 E Highland Ave, Ste 100 Phoenix, AZ 85016 790525727 A 5,000,000 X X X 7014861826 6/1/2025 6/1/2026 A Automobile Physical Damage 7014861826 6/1/2025 6/1/2026 Comprehensive Ded. Collision Deductible $1,000 $1,000 6948A MC OSOP West Courts TI Certificate Holder and all other parties required by the contract are included as Additional Insured on the Automobile Liability Policy, if required by written contract or agreement, subject to the policy terms and conditions. This Insurance is Primary and Non-Contributory on the Automobile Liability Policy, if required by written contract or agreement, subject to the policy terms and conditions. A Waiver of Subrogation is provided in favor of Certificate Holder and all other parties required by the contract on the Automobile Liability Policy, if required by written contract or agreement, subject to the policy terms and conditions. Automobile Liability Coverage includes 30 day notice of cancellation, subject to the terms and conditions of the policy. Certificate Holder and all other parties required by the contract are included as Loss Payee on the Automobile Physical Damage Coverage, if required by written contract or agreement, subject to the policy terms and conditions. Maricopa County 401 W Jefferson Street Phoenix AZ 85003 Business Auto Policy Policy Endorsement ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Person Or Organization ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT TO NAME AS AN ADDITIONAL INSURED 1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II - LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the “accident” for which the additional insured seeks coverage under this policy. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Endorsement No: 43; Page: 1 of 1 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Form No: CNA71527XX (10-2012) Endorsement Expiration Date: Endorsement Effective Date: © Copyright CNA All Rights Reserved. Policy No: 7014861826Policy Effective Date: 06/01/2025Policy Page: 188 of 197 Business Auto Policy Policy Endorsement CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS I. A. 1. 2. a. b. (1) (2) 3. 4. 1. 2. B. 1. 2. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM LIABILITY COVERAGE Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. Does not apply to: Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or Any such organization that is an insured under any other liability "policy" providing auto coverage. Any person or organization that you are required by a written contract to name as an additional insured is an insured but only with respect to their legal liability for acts or omissions of a person, who qualifies as an insured under SECTION II – WHO IS AN INSURED and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. "Policy", as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: Which are no longer in force; or Whose limits have been exhausted. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. Endorsement No: 41; Page: 1 of 4 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Form No: CNA63359XX (04-2012) Endorsement Expiration Date: Endorsement Effective Date: © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Policy No: 7014861826Policy Effective Date: 06/01/2025 Policy Page: 183 of 197 Business Auto Policy Policy Endorsement C. II. A. B. a. b. C. a. D. a. b. c. d. e. (1) (2) E. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. PHYSICAL DAMAGE COVERAGE Glass Breakage – Hitting A Bird Or Animal – Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: $60 per day, in lieu of $20; subject to $1,800 maximum, in lieu of $600. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: $1,000 maximum, in lieu of $600. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: Any covered auto you lease, hire, rent or borrow without a driver; and Any covered auto hired or rented by your employee without a driver, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to loss caused by fire or lightning. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned autos. Such physical damage coverage for hired autos will: Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. Such coverage as is provided by this provision will be subject to a limit of $750 per accident. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. Endorsement No: 41; Page: 2 of 4 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Form No: CNA63359XX (04-2012) Endorsement Expiration Date: Endorsement Effective Date: © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Policy No: 7014861826Policy Effective Date: 06/01/2025 Policy Page: 184 of 197 Business Auto Policy Policy Endorsement F. c. d. G. a. b. c. d. (1) (2) III. 1. a. b. (1) (2) 2. IV. A. Electronic Equipment Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories A $100 per occurrence deductible applies to the coverage provided by this provision. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the diminution in value exclusion does not apply to: Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. The most we will pay for loss to a covered auto in any one accident is the lesser of: $5,000; or 20% of the auto's actual cash value (ACV). Drive Other Car Coverage – Executive Officers The following is added to Sections II and III: Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers", except: An auto owned by that "executive officer" or a member of that person's household; or An auto used by that "executive officer" while working in a business of selling, servicing, repairing or parking autos. Such Liability and/or Physical Damage Coverage as is afforded by this provision. Equal to the greatest of those coverages afforded any covered auto; and Excess over any other collectible insurance. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are insureds while using a covered auto described in this provision. BUSINESS AUTO CONDITIONS Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: Endorsement No: 41; Page: 3 of 4 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Form No: CNA63359XX (04-2012) Endorsement Expiration Date: Endorsement Effective Date: © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Policy No: 7014861826Policy Effective Date: 06/01/2025Policy Page: 185 of 197 Business Auto Policy Policy Endorsement (4) (6) B. C. D. E. a. V. Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to Accident or Loss. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: 45 days of coverage in lieu of 30 days. DEFINITIONS Section V. paragraph C. is deleted and replaced by the following: Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. Endorsement No: 41; Page: 4 of 4 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Form No: CNA63359XX (04-2012) Endorsement Expiration Date: Endorsement Effective Date: © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Policy No: 7014861826Policy Effective Date: 06/01/2025 Policy Page: 186 of 197 Business Auto Policy Policy Endorsement NOTICE OF CANCELLATION TO CERTIFICATEHOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Endorsement No: 42; Page: 1 of 1 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Form No: CNA68021XX (02-2013) Endorsement Expiration Date: Endorsement Effective Date: © Copyright CNA All Rights Reserved. Policy No: 7014861826Policy Effective Date: 06/01/2025 Policy Page: 187 of 197 Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 50 EXHIBIT D - PAYMENT BOND (Document follows and is incorporated into the contract as though fully set forth therein.) ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 51 EXHIBIT E - PERFORMANCE BOND (Document follows and is incorporated into the contract as though fully set forth therein.) ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 52 EXHIBIT F - MARICOPA COUNTY SMALL BUSINESS ENTERPRISE PROGRAM CMR CONTRACTING REQUIREMENTS PART 1: PURPOSE 1.1 It is Maricopa County’s policy to provide Small Business Enterprises (SBE) with the opportunity to participate in the County’s solicitation process and to be considered to fulfill the requirements for various commodities and services. This contract has no requirement for utilization of SBEs, however it does require that utilization of SBE firms by CMR be reported for tracking by the County. PART 2: REPORTING APPLICABLE TO USE OF SBEs. 2.1 SBE CMR: An SBE CMR may indicate the SBE participation for that portion of the contract that they themselves perform, plus those portions subcontracted to other SBE firms. 2.2 SBE Subcontractor: The SBE amount will be based on that portion (dollar value) of the contract that the SBE Subcontractor performs. 2.3 SBE – Non-SBE Joint Venture: A joint venture consisting of SBE participation and non-SBE participation, functioning as a CMR, may list the SBE participation on the basis of the percentage of profit accruing to the SBE firm. 2.4 Lower Tier Non-SBE Participation: SBE Subcontractors proposing to further subcontract to non-SBE CMRs shall not have that portion of subcontracting activity considered when determining SBE participation. 2.5 SBE Suppliers: Any SBE Supplier that manufactures or substantially alters the material or product it supplies will have that portion of activity considered when determining SBE participation. 2.6 SBE Trucking: trucking by SBEs will be the amount to be paid when the SBE trucker has performed the trucking with his/her trucks, tractors, and employees or when an SBE trucking broker has signed agreements with SBE truckers. PART 3: REQUESTS FOR PAY 3.1 Each Request for Payment, including the final Request for Payment must be accompanied by a Maricopa County SBE Program Participation Report in the form as provided in Attachment 1 to this Section. PART 4: ATTACHMENTS 4.1 Attachment 1: SBE Participation Reporting Form (1 page). END OF SECTION ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 53 Maricopa County Small Business Enterprise Program Participation Reporting Form This form is to be submitted with each pay application or invoice. Any pay application or invoice without this form attached is subject to rejection as not being a completed pay application or invoice pursuant to the terms of the contract. _____________________________ ___________________________________ Name of Prime Consultant/CMR Contract No. _____________________________ ___________________________________ Contact Person Project No. _____________________________ $__________________________________ Street Address Amount of this Pay Application/Invoice _____________________________ City, State ZIP Complete below with information on the SBE firms utilized as Subconsultants/Subcontractors for this pay application/invoice. If work was self-performed and your firm, as the prime, is an SBE firm pursuant to A.R.S. § 41-1001, et seq., then you may list your firm as the SBE firm. SBE Firm Name SBE Firm Address Type of Work Performed $ Pd to SBE this App/Inv $ $ $ $ $ $ $ $ $ $ ܆A mark in this box certifies that no SBE firms were utilized as the prime, Subconsultant or Subcontractors with respect to this pay application/invoice. Signature Date Printed Name Phone No. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 54 EXHIBIT G - ALTERNATIVE DISPUTE RESOLUTION 1.1 Scope. Notwithstanding anything to the contrary provided elsewhere in the Contract, the alternative dispute resolution (“ADR”) process provided herein shall be the exclusive means for resolution of claims or disputes arising under or related to the Contract, the interpretation thereof or the performance or breach by any party thereto, including but not limited to original claims or disputes asserted as cross claims, counterclaims, third party claims or claims for indemnity or subrogation, in any threatened or ongoing litigation or arbitration with third parties, if such disputes involve parties to contracts containing this ADR provision. No changes can be made to this process without the mutual assent of the County and the claimant. The parties have structured this procedure with the goal of providing for the prompt, efficient and final resolution of all disputes falling within the purview of this ADR process. 1.2 Meeting of Principals. When a claim is made or a dispute (hereafter “dispute”) as described in Paragraph 1.1 arises, senior representatives of the County and the claimant will meet personally within ten (10) business days to discuss the dispute and attempt to resolve it. If, after good faith efforts, resolution is not achieved, the dispute will proceed to mediation. 1.3 Qualifications of Mediator and Arbitrators. Any person selected as mediator or arbitrator, either as single arbitrator as a member or Chair of the arbitration panel, shall be a member of the State Bar of Arizona and have experience in construction law. 1.4 Mediation. If the parties have been unable to resolve the dispute after a meeting of principals, the parties may enter into mediation. The parties shall jointly select a mediator. The parties may mutually agree to waive mediation and proceed directly to arbitration. If the mediation process is requested by either party, the mediation period shall be informal and shall not exceed sixty (60) calendar days from the selection of the mediator. During the mediation process either party may terminate mediation on written notice to the other party and the mediator. 1.5 Binding Arbitration Procedure. The following binding arbitration procedure shall serve as the exclusive method to resolve a dispute if mediation is unsuccessful, if mediation has been waived by the parties, or if a party requests arbitration during the mediation process. Except as provided in Section 1.7.5 and 1.7.9, the decision of the arbitrator or arbitrator panel is final and binding on the parties and not subject to further judicial review. 1.5.1 A party requesting binding arbitration shall notify the other party of their demand for arbitration in writing within seven (7) calendar days of (1) the failure of mediation; (2) waiver of mediation; or (3) of the party’s demand to terminate mediation. 1.5.2 If the CMR requests arbitration it shall post a cash bond with the arbitrator in an amount agreed upon by the parties or, in the event of no agreement, the arbitrator shall establish the amount of the cash bond to defray the cost of the arbitration and the proceeds from the bond shall be allocated in accordance with paragraph 1.7.7. The bond must be in the full amount agreed upon or as established by the Arbitrator to pay the potential cost of the full arbitration proceeding. The bond must be posted with and received by the arbitrator within five (5) calendar days after the demand for arbitration. 1.5.3 Disputes involving less than $200,000 shall be heard by one single arbitrator chosen by agreement of the parties. If the parties cannot agree on the single arbitrator, then the parties shall each submit two names to a Judge designated by Maricopa County who shall select the single arbitrator. ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 55 1.5.4 For disputes in excess of $200,000, the arbitration panel shall consist of three arbitrators: the County's appointed arbitrator, the CMR's appointed arbitrator and a third arbitrator who shall be selected by the parties' arbitrators and serve as the Chair of the arbitration panel. 1.5.5 The arbitration is to be convened and administered under the Revised Uniform Arbitration Act (“RUAA”) (A.R.S. § 12-3001 et seq.) and the American Arbitration Association Construction Rules shall serve as a guideline for proceedings, thus as a supplement to the RUAA. 1.6 Expedited Hearing. Any party can request the single arbitrator or the Chair of the arbitration panel to set an expedited hearing. If the single arbitrator or the Chair of the arbitration panel determines that the circumstances justify it, the single arbitrator or the Chair of the arbitration panel will arrange for scheduling of the arbitration at the earliest possible date. In any event, the hearing of any dispute not expedited will commence as soon as practical but in no event later than thirty (30) calendar days after notification of request for arbitration having been received. This deadline can be extended only with the consent of all the parties to the dispute, or by decision of the single arbitrator or the Chair of the arbitration panel upon a showing of good cause. 1.7 Procedure. The single arbitrator or the arbitration panel will conduct the hearing in such a manner that will resolve disputes in a prompt, cost efficient manner giving regard to the rights of all parties. Each party shall supply to the single arbitrator or arbitration panel a written pre-hearing statement which shall contain a brief statement of the nature of the claim or defense, a list of witnesses and exhibits, a brief description of the subject matter of the testimony of each witness who will be called to testify, and an estimate as to the length of time that will be required for the arbitration hearing. The single arbitrator or the Chair of the arbitration panel shall determine the nature and scope of discovery, if any, and the manner of presentation of relevant evidence consistent with deadlines provided herein, and the parties’ objective that disputes be resolved in a prompt and efficient manner. No discovery may be had of any materials or information for which a privilege is recognized by Arizona law. The single arbitrator or the Chair upon proper application shall issue such orders as may be necessary and permissible under law to protect confidential, proprietary or sensitive materials or information from public disclosure or other misuse. Any party may make application to the Maricopa County Superior Court to have a protective order entered as may be appropriate to confirm or enforce such orders of the Chair. 1.7.1 Hearing Days. In order to effectuate parties’ goals, the hearing once commenced, will proceed from working day to working day until concluded, absent a showing of good cause. 1.7.2 Award. The single arbitrator shall within ten (10) calendar days of the conclusion of a hearing issue an award. The arbitration panel shall, within ten (10) calendar days from the conclusion of any hearing, by majority vote, issue its award. The award shall include an allocation of fees and costs pursuant to 1.7.7 herein. The award is to be in accordance with the Contract and the law of the State of Arizona. 1.7.3 Scope of Award. Regardless of the provisions of the RUAA, the arbitration panel shall be without authority to award punitive damages, and any such punitive damage award shall be void. If an award is made against any party in excess of one hundred thousand dollars ($100,000), exclusive of interest, arbitration fees, costs and attorneys’ fees, it shall be supported by written findings of fact, conclusions of law and a statement as to how damages were calculated. 1.7.4 Jurisdiction. The arbitration panel shall not be bound for jurisdictional purposes by the amount asserted in any party’s claim, but shall conduct a preliminary hearing into the question of jurisdiction over the claim as regards its amount upon application of any party at ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 56 the earliest convenient time, but not later than the commencement of the arbitration hearing. If the dispute is determined to involve less than $200,000, the arbitration shall continue before the Neutral Arbitrator as a single arbitrator, with the party appointed arbitrators being excused. 1.7.5 Entry of Judgment. As provided in the RUAA, any party can make application to the Maricopa County Superior Court for confirmation of an award, and for entry of judgment on it. 1.7.6 Severance and Joinder. To reduce the possibility of inconsistent adjudications, the Mediator or the single arbitrator or arbitration panel, may: (i) at the request of any party, join and/or sever parties, and/or claims arising under other contracts containing this ADR provision, and (ii) the Mediator, on his own authority, or the single arbitrator or arbitration panel may, on its own authority, join or sever parties and/or claims subject to this ADR process as deemed necessary for a just resolution of the dispute, consistent with the parties’ goal of the prompt and efficient resolution of disputes, provided; however, that the A/E, Owner and Project Professionals shall not be joined as a party to any claim made by a CMR. Nothing herein shall create the right by any party to assert claims against another party not arising under or related to the Contract or not recognized under the substantive law as applicable to the dispute. Neither the Mediator nor the single arbitrator or arbitration panel is authorized to join to the proceeding parties not in privity with the County. The CMR cannot be joined to any pending arbitration proceeding, without CMR’s express written consent and unless CMR is given the opportunity to participate in the selection of the single arbitrator or non-County appointed arbitrator. 1.7.7 Fees and Costs. Each party shall bear its own fees and costs in connection with any informal hearing before the mediation. All fees and costs associated with any arbitration before the single panel or arbitration panel, including without limitation the arbitrator fees, and the prevailing party’s reasonable attorneys’ fees, expert witness fees and costs, will be paid by the non-prevailing party, except as provided for herein. In the event that CMR is the non- prevailing party, all fees and costs as noted above shall first be paid out of the bond posted with the arbitrator. In no event shall the CMR’s obligation to pay fees and costs be limited to the amount of the bond posted herein. In no event shall any arbitrator’s hourly fees be awarded in an amount in excess of $250 per hour and (i) costs shall not include any travel expenses in excess of mileage at the rate paid by Maricopa County, not to exceed a one way trip of 150 miles, and (ii) all travel expenses, including meals, shall be reimbursed pursuant to the travel policy of Maricopa County in effect at the time of the hearing. The determination of prevailing and non-prevailing parties, and the appropriate allocation of fees and costs, will be included in the award by the single arbitrator or arbitration panel. 1.7.8 Confidentiality. Any proceeding initiated under this ADR provision shall be deemed confidential to the maximum extent allowed by Arizona law and, except for disclosures to a party’s attorneys or accountants, no party shall make any disclosure related to the disputed matter or to the outcome of any proceeding except to the extent required by law, or to seek interim equitable relief, or to enforce an agreement reached by the parties or an award made hereunder. This provision does not affect the County’s right to inform the County Supervisors of the dispute. 1.7.9 Equitable Litigation. Notwithstanding any other provision of ADR to the contrary, any party can petition the Maricopa County Superior Court for interim equitable relief as may become necessary to preserve the status quo and prevent immediate and irreparable harm 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 ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 57 entered by the arbitration panel. The fees and costs incurred in connection with any such equitable proceeding shall be determined and assessed in ADR. 1.7.10 Change Order. Any award in favor of the CMR against the County or in favor of the County against the CMR shall be reduced to a Change Order and executed by the parties in accordance with the award and the provisions of the Contract or a settlement agreement as appropriate. 1.7.11 Merger and Bar. Any claim asserted pursuant to this ADR process shall be deemed to include all claims, demands, and requests for compensation for costs and losses or other relief, including the extension of the Contract performance period which reasonably should or could have been brought against any party that was or could have been brought into this ADR process, with respect to the subject claim. The arbitration panel shall apply legal principles commonly known as merger and bar to deny any claim or claims against any party regarding which claim or claims recovery has been sought or should have been sought in a previously adjudicated claim for an alleged cost, loss, breach, error, or omission. 1.8 Inclusion in Other Contracts. The CMR shall cooperate with the County in efforts to include this ADR provision in all other Project contracts. END OF EXHIBIT ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 58 EXHIBIT H - SUBCONTRACTOR MANAGEMENT PLAN (The Subcontractor Management Plan is incorporated into the CMR’s Statement of Qualification submitted during the procurement process. This Plan is incorporated herein by reference as though fully set forth in the contract documents.) ' ,*" &&- $'( Office Space Optimization Project Serial # 250038-CMR Contract between Maricopa County and Kitchell Contractors, Inc. of Arizona Page # 59 EXHIBIT I - LEGAL WORKER CERTIFICATION January 26, 2026 (Date) Maricopa County Facilities Management Department 401 West Jefferson Street Phoenix, Arizona 85003 As required by Arizona Revised Statutes §41-4401, Maricopa County (the “County”) is prohibited, after September 30, 2008 from awarding a contract to any CMR who fails, or whose subcontractors fail, to comply with Arizona Revised Statutes § 23-214-A. The undersigned entity warrants that it complies fully with all federal immigration laws and regulations that relate to its employees, that it shall verify, through the employment verification pilot program as jointly administered by the U.S. Department of Homeland Security and the Social Security Administration or any of its successor programs, the employment eligibility of each employee hired after December 31, 2007, and that it shall require its subcontractors and sub- subcontractors to provide the same warranties to the below entity. The undersigned acknowledges that a breach of this warranty by the below entity or by any subcontractor or sub-subcontractor under any Contract resulting from this solicitation shall be deemed a material breach of the Contract, and is grounds for penalties, including termination of the Contract, by the County. The County retains the right to inspect the records of the below entity, subcontractor and sub-subcontractor employee who performs work under the Contract, and to conduct random verification of the employment records of the below entity and any subcontractor and sub-subcontractor who works on the Contract, to ensure that the below entity and each subcontractor and sub-subcontractor is complying with the warranties set forth above. Kitchell Contractors, Inc. of Arizona 1707 E. Highland Avenue (Firm) (Address Line 1) Phoenix, AZ 85016 (Print Name) (Address Line 2) 602-222-5301 (Print Title) (Phone) N/A (Signature Required) (Fax) 86-0542011 (Email Address) (Federal Taxpayer ID Number) ' ,*" &&- $'( !"$$ && ( $ &&#"+ ! $$ '% " ) *" &+' ( )+"'&*