Carollo LSL Inventory_ADOA Contract CTR058871

Contract Amendment I 
Arizona Department of 
Administration 
General Services Division 
1400 W. Washington St., Ste. B200 
Phoenix, AZ 85007 
  Contract ID: 
     CTR058871 
 Contractor: 
  CAROLLO ENGINEERS, INC. 
Contract Amendment #1 
Date:  10/12/2023 
ADOA ON-CALL CIVIL ENGINEERING SERVICES 
The above-mentioned contract is hereby amended as follows: In accordance with the Special Terms and 
Conditions, Section 5.0, Contract Changes. 
SPECIAL TERMS AND CONDITIONS: 
4.0 Costs and Payments 
4.1 DELAY CAUSED IN WHOLE OR IN PART BY DESIGN PROFESSIONAL 
If delay in the completion of the Project is caused by the negligent actions or inaction of the Design 
Professional, the Design Professional shall indemnify the Agency against all reasonable Costs, 
expenses, liabilities, or damages resulting from such delay. In addition, the Design Professional at its 
own expense shall provide all Services (whether provided by the Design Professional itself or a Design 
Professional Subconsultant necessary to bring the Project back into compliance with the Schedule. 
9.0 Contract Termination 
9.1 TERMINATION FOR DEFAULT-DESIGN PROFESSIONAL 
1) In addition to all other rights reserved to it under the Contract, Agency may terminate the Contract due
to Design Professional’s failure to:
a)
Comply with any term or condition of the Contract;
b) Comply with any warranty made by Design Professional under the Contract;
c)
Obtain and maintain all required insurance policies, bonds, licenses and/or permits;
d) Make satisfactory progress in carrying out the Work; or
e)
Furnish Agency with assurances satisfactory to Agency evidencing Design Professional’s ability
to complete the Work in compliance with all the requirements of the Contract.
2) Procurement Officer shall give written notice of the termination and the reasons for it. Upon receipt of
written notice by Agency, Design Professional shall immediately discontinue all Services and will
immediately terminate placing orders or entering into Subcontracts for Services, supplies, assistance,
facilities or Materials in connection with this Contract. In addition, Design Professional shall proceed
to cancel promptly all existing Subconsultants insofar as they are related to this Contract.
3) Upon termination under this paragraph, all documents, data and reports prepared by Design
Professional under the Contract and all attributable Work in progress, Work completed, and Work
accepted will become Agency’s property, and Design Professional shall deliver all of it to Agency
immediately upon a demand made by Agency.
4) Upon termination under this paragraph and as soon as practicable after receipt of notice of termination,
the Design Professional shall submit a statement, showing in detail the Services performed but not paid
for under this Contract to the date of termination. Agency shall then pay Design Professional promptly
the accrued and unpaid Services to the date of termination, to the extent the Services are approved by
Agency.

5) Agency may, following termination of the Contract under this paragraph, procure on terms and in the
manner determined to be appropriate Services to replace those that were to have been provided or
performed by Design Professional and/or Design Professional’s Subcontractors, and Design
Professional will be liable to Agency for any excess Cost Agency incurs in procuring such substitutes.
Agency shall ascertain Cost to complete the balance of the Work under this Contract. If the Cost to
complete the balance of the Work is greater than the unpaid Contract amount, Agency shall retain all
unpaid balances and, in addition, Design Professional shall pay directly to Agency the difference in the
unpaid balance and the Cost to complete the Work.
6) In the event the Agency terminates the Contract for default, the Agency shall be entitled to recover
from the Design Professional any and all reasonable attorney fees and court costs (including, but not
limited to, primary loss investigation, judgment costs, expert witness and/or consultant fees and any
and all expenses, fees, and costs from appellate proceedings).
7) If a termination of this Contract by Agency for default later is determined to have been improper, such
termination shall be automatically converted to a termination for convenience, and Design
Professional’s remedies and compensation shall be limited to those for a termination for convenience
under the Contract.
8) Except as expressly provided in this paragraph, in no case shall Agency pay Design Professional any
additional monies other than those previously paid under the Contract.
11.0 DESIGN PROFESSIONAL RESPONSIBILITIES 
11.1 MANAGEMENT OF SCHEDULE. 
The Design Professional is responsible for timely completion of all its activities, responsibilities, and 
obligations under this Contract in accordance with the approved Schedule as amended and approved 
by the Agency. The Agency shall seek the Design Professional’s input if any change in the Agency’s 
requirements affects the Schedule. The Design Professional acknowledges and agrees, absent fault of 
the Agency or force majeure, that if the agreed-upon design milestones in the Schedule are not met, the 
Design Professional will, at its own expense, accelerate the Work, including accelerating the Work 
to be performed by (or replace) delinquent Design Professional Sub-contractors and retain such 
additional 
resources as necessary to return the Project to compliance with the Schedule. 
ATTACHED: Full Special Terms and Conditions revised by Amendment I. 
ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED 
ACKNOWLEDGEMENT AND AUTHORIZATION 
This change order shall be fully executed upon the approval electronically in APP by an authorized 
representative of the Contractor and applied to the contract in APP by the Procurement Officer or delegate. 
Available online at 
APP.AZ.gov

SPECIAL TERMS AND CONDITIONS AMENDED 
The Special Terms and Conditions modify the Uniform Terms and Conditions and its Appendices. It can modify them by replacing, deleting, 
appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other document 
modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and incorporated 
by Contract Amendment. 
1.0 Definition of Terms 
As used in the Contract, the terms listed below are defined as follows: 
1.1 
Co-Op Buyer 
“Co-Op Buyer” means a member of the State Purchasing Cooperative that has entered into a 
“Cooperative Purchasing Agreement” with the Arizona Department of Administration State 
Procurement Office under A.R.S. § 41-2632. Unless there is an applicable Cooperative Purchasing 
Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op 
Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing “eligible procurement 
unit” under A.A.C. R2-7-101(23). 
NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political 
subdivisions, including cities, counties, school districts, and special districts. Membership is also 
available to non-profit organizations, other state governments, the federal government and tribal 
nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any 
nonprofit corporation as designated by the IRS under section 501(c)(3) through 501(c)(6) of the 
tax code. 
1.2 
Eligible Agency 
 “Eligible Agency" in the use of this contract shall mean any State of Arizona agency, university, 
commission, or board. The State reserves the right to expand the definition of "Eligible Agency" 
to include Co-Op Buyer as defined in the Special Terms and Conditions paragraph 1.2 at time of a 
Contract Extension. 
2.0 Contract Interpretation 
No modifications to uniform terms and conditions section 
3.0 Contract Administration and Operation 
3.1 
Term of Contract 
The term of the Contract will commence on the date indicated on the Acceptance and continue 
for a term not to exceed five (5) years unless canceled, terminated, or permissibly extended.   
4.0 Costs and Payments 
4.1 
Delay Caused in 
Whole or In Part 
by Design 
Professional
If delay in the completion of the Project is caused by the negligent actions or inaction of the 
Design Professional, the Design Professional shall indemnify the Agency against all reasonable 
Costs, expenses, liabilities, or damages resulting from such delay. In addition, the Design 
Professional at its own expense shall provide all Services (whether provided by the Design 
Professional itself or a Design Professional Sub-consultant necessary to bring the Project back 
into compliance with the Schedule. 
5.0 Contract Changes 
No modifications to uniform terms and conditions section 
6.0 Risk and Liability 
6.1 
Indemnification Clause  
To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, 
and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees 
(hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, 
or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) 
(hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to 
tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts 
or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This 
indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or 
arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule,

Available online at: appstate.az.gov 
RFQ Page 2 of 5  
 
 
 
 
regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, 
except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified 
by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss 
investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award 
of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, 
officials, agents, and employees for losses arising from the work performed by the Contractor for the State of 
Arizona. 
This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or 
university of the State of Arizona. 
6.2 
Insurance Requirements 
6.2.1 
Contractor and subcontractors shall procure and maintain, until all of their obligations have been 
discharged, including any warranty periods under this Contract, insurance against claims for injury to 
persons or damage to property arising from, or in connection with, the performance of the work 
hereunder by the Contractor, its agents, representatives, employees or subcontractors. 
6.2.2 
The Insurance Requirements herein are minimum requirements for this Contract and in no way limit 
the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the 
minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out 
of the performance of the work under this Contract by the Contractor, its agents, representatives, 
employees or subcontractors, and the Contractor is free to purchase additional insurance. 
6.3 
Minimum Scope and Limits of Insurance  
Contractor shall provide coverage with limits of liability not less than those stated below. 
6.3.1 
Commercial General Liability (CGL) – Occurrence Form 
Policy shall include bodily injury, property damage, and broad form contractual liability coverage. 
● 
General Aggregate 
$2,000,000 
● 
Products – Completed Operations Aggregate 
$1,000,000 
● 
Personal and Advertising Injury 
$1,000,000 
● 
Damage to Rented Premises 
$50,000 
● 
Each Occurrence 
$1,000,000 
a. 
The policy shall be endorsed, as required by this written agreement, to include the State of 
Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, 
agents, and employees as additional insureds with respect to liability arising out of the activities 
performed by or on behalf of the Contractor.  
b. 
Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, 
in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, 
officers, officials, agents, and employees for losses arising from work performed by or on behalf 
of the Contractor. 
6.3.2 
Business Automobile Liability 
Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the 
performance of this Contract. 
● 
Combined Single Limit (CSL) 
$1,000,000 
a. 
Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, 
and its departments, agencies, boards, commissions, universities, officers, officials, agents, and 
employees as additional insureds with respect to liability arising out of the activities performed 
by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by 
the Contractor. 
b. 
Policy shall contain a waiver of subrogation endorsement as required by this written agreement 
in favor of the State of Arizona, and its departments, agencies, boards, commissions, 
universities, officers, officials, agents, and employees for losses arising from work performed by 
or on behalf of the Contractor. 
6.3.3 
Workers’ Compensation and Employers' Liability 
● 
Workers' Compensation 
Statutory 
● 
Employers' Liability 
o 
Each Accident 
$1,000,000

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RFQ Page 3 of 5  
 
 
 
 
o 
Disease – Each Employee 
$1,000,000 
o 
Disease – Policy Limit 
$1,000,000 
a. 
Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, 
in favor of the State of Arizona, and its departments, agencies, boards, commissions, 
universities, officers, officials, agents, and employees for losses arising from work performed by 
or on behalf of the Contractor. 
b. 
This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. 
§ 23-901, and when such Contractor or subcontractor executes the appropriate waiver form 
(Sole Proprietor or Independent Contractor). 
6.3.4 
Professional Liability (Errors and Omissions Liability) 
● 
Each Claim 
$2,000,000 
● 
Annual Aggregate 
$2,000,000 
a. 
In the event that the Professional Liability insurance required by this Contract is written on a 
claims-made basis, Contractor warrants that any retroactive date under the policy shall precede 
the effective date of this Contract and, either continuous coverage will be maintained, or an 
extended discovery period will be exercised, for a period of two (2) years beginning at the time 
work under this Contract is completed. 
b. 
The policy shall cover professional misconduct or negligent acts for those positions defined in 
the Scope of Work of this contract. 
6.4 
Additional Insurance Requirements 
The policies shall include, or be endorsed to include, as required by this written agreement, the following 
provisions: 
6.4.1 
The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall 
be primary and that any insurance carried by the Department, its agents, officials, employees or the 
State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E). 
6.4.2 
Insurance provided by the Contractor shall not limit the Contractor’s liability assumed under the 
indemnification provisions of this Contract. 
6.5 
Notice of Cancellation 
Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s 
insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason 
without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, 
Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be 
suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent 
directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State 
Representative’s Name, Address & Fax Number). 
6.6 
Acceptability of Insurers 
Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-
admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall 
have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants that the above-required 
minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. 
6.7 
Verification of Coverage 
Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent 
approved by the State of Arizona) evidencing that Contractor has the insurance as required by this Contract. An 
authorized representative of the insurer shall sign the certificates. 
6.7.1 
All such certificates of insurance and policy endorsements must be received by the State before work 
commences. The State’s receipt of any certificates of insurance or policy endorsements that do not 
comply with this written agreement shall not waive or otherwise affect the requirements of this 
agreement. 
6.7.2 
Each insurance policy required by this Contract must be in effect at, or prior to, commencement of 
work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to 
provide evidence of renewal, is a material breach of contract. 
6.7.3 
All certificates required by this Contract shall be sent directly to the Department. The State of Arizona 
project/contract number and project description shall be noted on the certificate of insurance. The

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State of Arizona reserves the right to require complete copies of all insurance policies required by this 
Contract at any time. 
6.8 
Subcontractors 
Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be 
responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as 
evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for 
subcontractors shall be subject to the minimum Insurance Requirements identified above. The Department 
reserves the right to require, at any time throughout the life of this contract, proof from the Contractor that its 
subcontractors have the required coverage. 
6.9 
Approval and Modifications 
The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the 
insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary. 
Such action will not require a formal Contract amendment but may be made by administrative action. 
6.10 
Exceptions 
In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not 
apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are 
a State of Arizona agency, board, commission, or university, none of the above shall apply. 
 
7.0 Warranties 
 
 
No modifications to uniform terms and conditions section. 
 
8.0 State's Contractual Remedies 
 
 
No modifications to uniform terms and conditions section 
 
9.0 Contract Termination 
 
9.1 Termination 
for Default – 
Design 
Professional 
 
1) 
In addition to all other rights reserved to it under the Contract, Agency may terminate the 
Contract due to Design Professional’s failure to:  
a) 
Comply with any term or condition of the Contract;  
b) 
Comply with any warranty made by Design Professional under the Contract;  
c) 
Obtain and maintain all required insurance policies, bonds, licenses and/or permits;  
d) 
Make satisfactory progress in carrying out the Work; or  
e) 
Furnish Agency with assurances satisfactory to Agency evidencing Design Professional’s 
ability to complete the Work in compliance with all the requirements of the Contract.  
2) 
Procurement Officer shall give written notice of the termination and the reasons for it. Upon 
receipt of written notice by Agency, Design Professional shall immediately discontinue all 
Services and will immediately terminate placing orders or entering into Subcontracts for 
Services, supplies, assistance, facilities or Materials in connection with this Contract. In 
addition, Design Professional shall proceed to cancel promptly all existing Subconsultants 
insofar as they are related to this Contract.  
3) 
Upon termination under this paragraph, all documents, data and reports prepared by Design 
Professional under the Contract and all attributable Work in progress, Work completed, and 
Work accepted will become Agency’s property, and Design Professional shall deliver all of it 
to Agency immediately upon a demand made by Agency.    
4) 
Upon termination under this paragraph and as soon as practicable after receipt of notice of 
termination, the Design Professional shall submit a statement, showing in detail the Services 
performed but not paid for under this Contract to the date of termination. Agency shall then 
pay Design Professional promptly the accrued and unpaid Services to the date of termination, 
to the extent the Services are approved by Agency.  
5) 
Agency may, following termination of the Contract under this paragraph, procure on terms 
and in the manner determined to be appropriate Services to replace those that were to have 
been provided or performed by Design Professional and/or Design Professional’s 
Subcontractors, and Design Professional will be liable to Agency for any excess Cost Agency 
incurs in procuring such substitutes. Agency shall ascertain Cost to complete the balance of

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RFQ Page 5 of 5  
 
 
 
 
the Work under this Contract. If the Cost to complete the balance of the Work is greater than 
the unpaid      Contract amount, Agency shall retain all unpaid balances and, in addition, 
Design Professional shall pay directly to Agency the difference in the unpaid balance and the 
Cost to complete the Work. 
6) 
In the event the Agency terminates the Contract for default, the Agency shall be entitled to 
recover from the Design Professional any and all reasonable attorney fees and court costs 
(including, but not limited to, primary loss investigation, judgment costs, expert witness 
and/or consultant fees and any and all expenses, fees, and costs from appellate proceedings). 
7) 
If a termination of this Contract by Agency for default later is determined to have been 
improper, such termination shall be automatically converted to a termination for 
convenience, and Design Professional’s remedies and compensation shall be limited to those 
for a termination for convenience under the Contract. 
8) 
Except as expressly provided in this paragraph, in no case shall Agency pay Design 
Professional any additional monies other than those previously paid under the Contract. 
 
10.0 Contract Claims 
 
 
No modifications to uniform terms and conditions section. 
 
11.0 Design Professional Responsibilities  
 
11.1 Management of Schedule  The Design Professional is responsible for timely completion of all its activities, responsibilities, and 
obligations under this Contract in accordance with the approved Schedule as amended and 
approved by the Agency. The Agency shall seek the Design Professional’s input if any change in the 
Agency’s requirements affects the Schedule. The Design Professional acknowledges and agrees, 
absent fault of the Agency or force majeure, that if the agreed-upon design milestones in the 
Schedule are not met, the Design Professional will, at its own expense, accelerate the Work, 
including accelerating the Work to be performed by (or replace) delinquent Design Professional 
Subcontractors and retain such additional resources as necessary to return the Project to compliance 
with the Schedule.  
12.0 Agency Responsibilities 
No modifications to uniform terms and conditions section. 
13.0 Data and Information Handling 
 
No modifications to uniform terms and conditions section. 
14.0 Information Technology Work 
 
No modifications to uniform terms and conditions section. 
End of Section

February 7, 2022 
 
Carollo Engineers, Inc. 
Jessica Dresang, PE, Vice President 
4600 E. Washington Street, Suite 500 
Phoenix, AZ 85034 
(602) 236-9500 
Sent via e-mail to: JDresang@carollo.com 
 
 
 Re:  Award of Contract No. CTR058871 for ADOA On-Call Civil Engineering Services. 
 
Dear Ms. Dresang, 
 
Thank you for submitting a response to Request for Qualifications No. BPM004132. I am pleased to 
inform you that your company’s offer has been selected for award. The initial contract term shall begin on 
February 7, 2022. 
 
All offers received were evaluated in accordance with the evaluation criteria set forth in the solicitation. 
The procurement file for this solicitation, including evaluation documents and resultant contracts, will be 
available for public viewing via the State’s e-Procurement system, APP within 10 days. 
 
Please return to me a current Certificate of Liability Insurance by Thursday, February 17, 2022. On your 
certificate, please include: CTR058871 ADOA On-Call Civil Engineering Services. 
 
You are cautioned not to begin any work under the contract until you have been issued a purchase order 
or written notice to proceed.  
 
We look forward to working with you and if you have any questions regarding your company’s contract, 
please contact me at crista.clevenger@azdoa.gov or (602) 542-1718.  
 
Sincerely, 
 
Crista J. Clevenger 
Construction Procurement Manager 
 
 
 
 
Douglas A. Ducey 
Governor 
 
 
 
 
Andy Tobin 
Director 
 
ARIZONA DEPARTMENT OF ADMINISTRATION 
1400 W. WASHINGTON ST., SUITE B200 
PHOENIX, ARIZONA 85007 
(602) 542-1500

Contract Amendment III 
Arizona Department of 
Administration 
General Services Division 
1400 W. Washington St., Ste. B200 
Phoenix, AZ 85007 
                                     Contract ID:  
                                      CTR058871 
                              Contractor:                               
           CAROLLO ENGINEERS 
Extension #2 
Date:  12/14/2023 
 
 
                      
    ADOA ON-CALL CIVIL ENGINEERING 
 
 
1. 
The above-mentioned contract is hereby amended as follows: 
 
a. In accordance with the Special Terms and Conditions, Section 3.2 
Contract Extensions, the above referenced contract shall be extended 
from 2/7/2024 to 2/7/2025.  
 
i. 2 optional extensions remaining of a 5-year contract 
 
b. 
All Terms, Conditions and Provisions of the contract shall remain 
unchanged and apply during the renewal period unless otherwise 
amended. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED 
 
 
 
 
ACKNOWLEDGEMENT AND AUTHORIZATION 
This change order shall be fully executed upon the approval electronically in APP by the Procurement Officer. 
Available online at 
APP.AZ.gov