250049-CONTRACT.PDF

CONSTRUCTION MANAGEMENT AT RISK (CMR)

PROFESSIONAL SERVICES CONTRACT

Southwest Regional Justice Center Expansion

Office of Procurement Services

Serial # 250049-ROQ
Contract # 250049-ROQ
C-70-

Facilities Management Department, Maricopa County Arizona

AGREEMENT BETWEEN THE COUNTY OF MARICOPA, ARIZONA
AND DESIGN PROFESSIONAL
-For-
CONSTRUCTION MANAGER AT RISK (CMR) PROJECT
PROJECT DELIVERY METHOD

THIS AGREEMENT made this 22. day of October_in the year 2025 _.
BY AND BETWEEN THE COUNTY OF MARICOPA, ARIZONA, hereinafter called the "Owner,”
and DEDG Architecture hereinafter called the "Design Professional" or “DP.”

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, do covenant and agree
as follows:

PROJECT NAME: _ Southwest Regional Justice Center Expansion

CONTRACT NUMBER: 250049-ROQ

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CMR Professional Services Contract Serial # 250049-ROQ

TABLE OF CONTENTS PAGE #

SCOPE OF WORK (0... ccccccccssssssescsssesesesesesencseneneneneseasseeeecseacseaessaeseacaesaeeeeseeasaeseseseaeseseeesensees 4
ARTICLE 1: DEFINITIONS 0000 cc ccesecseeseseneeeteneeseseeeeesesesssensseseseeesseareeesseanseeesesesesesasasanes 5
ARTICLE 2: DP SERVICES AND RESPONSIBILITIES... cc ccceseseeectereenenetenenereneeaees 8
ARTICLE 3: SUBCONSULTANTS 20... ceesesescnesseeesessenecscsesescaeaeseasesseeeeesensneesescasasesseeeeeees 18
ARTICLE 4: OWNER’S RESPONSIBILITIES ooo ceceeceeeseeeseeeseeeeteteseeenetenereesesesenenenes 19
ARTICLE 5: PROJECT MANAGEMENT AND REVIEW PROCEDUREG........e 19
ARTICLE 6: BASIS OF COMPENSATION Qu... eeecescecssssseseceereseeeeescecneseeeeneseenensnsteseeseesuaes 20
ARTICLE 7: PAYMENTS TO DP... cececcecesesesessesesssessesesesesssesesessesessesestasssessssseesscenseees 22
ARTICLE 8: INDEMNIFICATION AND INSURANCE uuu. ceeeseseeeeeseseseeseseseseseseseeens 22
ARTICLE 9: PERFORMANCE uu... ices
ARTICLE 10: OWNERSHIP OF DOCUMENTS
ARTICLE 11: ALTERNATIVE DISPUTE RESOLUTION i eeeeesseeseseseeesesesesenseeens 26
ARTICLE 12: SUSPENSION AND TERMINATION
ARTICLE 13: MISCELLANEOUS wo ceeeessecesestseeessseseesesesnssssseesssesssasesesssesseeeens
EXHIBIT “A”: HOURLY RATES AND HOURS uuu. esesseneseseetenesesesseseetneneeseteeees
EXHIBIT “B”: LUMP SUM AMOUNT......... .. 38
EXHIBIT ‘C’: Record Drawing ProCedures........cesessessceseseseteeteteeseseseeeseseseeseeneeneeesenees 39
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CMR Professional Services Contract Serial # 250049-ROQ

SCOPE OF WORK

Design Professionals (“DP”) shall furnish Architectural and Engineering Services (“A/E Services”) for the
Project and Contract described above, upon issuance by the Director of Maricopa County Facilities
Management Department (“MCFMD”) (‘Director’) or Director's designee of DP’s Authorization(s) to
Proceed.

DP shall furnish: planning, programming, feasibility studies, Construction Estimates, partial or complete
design services, including preparation drawings and documents necessary for Subcontractor bidding and
development of a GMP, construction contract administration and observation, review of recommendations
and other deliverables of the Construction Manager At Risk ("CMR"), review of Contractor Change Order
Requests, review of Baseline and updated Construction Schedules, review work prepared by other
professional consultants and the Contractor, building commissioning, and other miscellaneous A/E
Services that may be required and are authorized by Owner.

DP acknowledges and warrants to Owner that in connection with Entering into this Agreement DP has
received and reviewed a copy of Owner's Standard Form of Agreement for Services by a CMR for Pre-
Construction Services and for Construction Phase Services to be used for the Project and has familiarized
itself with the contents of both of those Agreements and all attachments or exhibits thereto and will develop
all design documents hereunder to be fully compatible to and consistent with those Agreements. The terms
of that Standard Form of Agreement for Services by a CMR are incorporated herein by reference (as
outlining DP duties) and are made a part hereof.

DP also agrees that at time of execution of any agreement between Owner and CMR, DP will have the
responsibility to obtain from Owner an executed or conformed copy of all contracts constituting the CMR
contract for reference and use in DP's A/E Services at all times after the CMR Agreement is executed and
in force.

The Director or Director's designee may issue an Authorization to Proceed to encompass the entire Basic
Services as described in Section 2.2 herein for the Project or a portion of Basic Services, or for discretionary
tasks as specified in Section 2.3 herein for Additional Services or 2.4 herein for Reimbursable Costs.

The fees to be paid by Owner for DP Services shall be:

A lump sum, not to exceed (See Section 6.1 herein). (Exhibit ‘B’). However, DP shall provide Hourly
Rates and hours (by phase and service). (See Section 6.2 herein Exhibit ‘A’) for reference in the event of
added services or change orders.

The Director or Director's designee will confer with DP before any Authorization to Proceed is issued. DP
will discuss the scope of the DP Services covered by the Authorization, the time to complete those DP
Services and the fee for those DP Services provided that when no agreement is reached as to the fee for
a particular Authorization to Proceed, payment for those DP Services will be made in accordance with
Section 6.1.

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CMR Professional Services Contract Serial # 250049-ROQ

14

1.2

1.3

1.4

1.5
1.6

1.7

1.8

1.9

ARTICLE 1: DEFINITIONS

ADDITIONAL SERVICES: Those DP Services specified in Section 2.3.

AS-BUILT DRAWINGS: The As-Built Drawings (provided by the Contractor) shall consist of a set
of drawings which clearly indicate all field changes (modifications, additions and deletions) that
were made to the Contract Documents to adapt to field conditions and field changes. Such
drawings shall include but not be limited to all new and existing buried and concealed installation
of piping, conduit and utility services identified and/or field-surveyed in the course of design through
construction. All buried and concealed items both inside and outside the facility shall be accurately
located on the As-Built Drawings as to depth, size and material and in relationship to not less than
two permanent features such as interior or exterior wall faces. The As-Built Drawings shall be clean
and all changes, corrections, and dimensions shall be indicated in a neat and legible manner and
fully comply with the format guidelines prescribed in attached Exhibit ‘C. One (1) hard-copy set of
the As-Built Drawings shall be submitted to the Owner with submittal of the Record Drawings. See
Section 1.28 below for “Record Drawings.”.

AUTHORITY HAVING JURISDICTION: The Maricopa County Planning and Development
Department, the State Fire Marshal, the State Elevator Inspector and any Arizona municipal
corporation within which the Project is situated.

AUTHORIZATION TO PROCEED: A document issued by the Director or Director's designee to DP
authorizing the performance of specific professional services, and stating the time for completion
and the amount of fee authorized for such services.

BASIC SERVICES: Those DP Services defined in Section 2.2.

CHECK SET: A set of drawings that have been checked for errors and discrepancies between the
design disciplines.

CONSTRUCTION DOCUMENTS: The documents prepared by DP and their Sub-consultants and
referred to in Section 2.2 of this Agreement to be used for permitting and construction of the Project.

CONSTRUCTION ESTIMATE: A detailed estimate of all construction cost, including but not limited
to all on-site and off-site construction activities, all utility designs, equipment and construction fees,
Contractor general conditions, general requirements, mark-ups and contingencies and escalation.

CONSTRUCTION MANAGER AT RISK (“CMR’): A consultant selected pursuant to a Request for
Qualifications that shall contract with Owner in two (2) phases: initially asa consultant to Owner
during the design phase, and then serving the function of the Contract Manager during construction
if a Contract is executed.

CONSTRUCTION MANAGEMENT AT RISK: A process that allows an Owner to select a CMR
based on qualifications; makes the CMR a member of a collaborative project team; centralize
responsibility for construction under a single contract; obtain a bonded, guaranteed maximum price;
produce a more manageable, predictable project; saves time and money; and reduces risk for the
client, Owner, DP and the CMR.

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.

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CMR Professional Services Contract Serial # 250049-ROQ

1.17

1.20

1.21

1.22

1.23

1.24

CONTRACT DOCUMENTS: This Agreement, the CMR Proposal, the Design Proposal by CMR,
the Construction Contract for this Project (with its attachments), the Drawings and Project
Specifications and Construction Documents and exhibits and documents related thereto or
contemplated thereby, as well as all Addenda, Amendments and Change Orders related to each
with respect to the Project and all changes to said documents issued by Owner after execution of
this Agreement.

CONTRACT TIME: The time between the date when the Notice to Proceed is issued to the CMR
and Final Completion of the Work.

COUNTY MANAGER: The chief executive officer of Owner.
DAY: Shall mean a calendar day.

DEFERRED SUBMITTALS: Design deferred to the Contractor by the DP for completion of the
design due to the complexity and associated Code impacts. Typical Deferred Submittals may
include Curtain Wall Systems, Stairs, Precast, Fire Alarm, and Fire Protection System. DP shall
provide a list of recommended Deferred Submittals to the Owner for approval.

DESIGN DEVELOPMENT DOCUMENTS: The drawings, outline specifications and other
documents to delineate and describe the size and character of the entire Project as to architectural,
civil, structural, mechanical, plumbing, fire alarm, and electrical systems, landscaping, construction
and finish materials and other items incidental thereto, and as required by the Project Manager.

DESIGN PROFESSIONAL (“DP”): The individual, partnership, LLC, professional association,
corporation, association, joint venture, or any combination thereof, of properly registered
professional architects and/or engineers, that has entered into the Agreement to provide
professional services to Owner. DP is the prime Project professional as defined in the Rules issued
by the Arizona Board of Technical Registration.

DIRECTOR OF THE FACILITIES MANAGEMENT DEPARTMENT OR DIRECTOR: The Director
of Facilities Management Department of the County of Maricopa, Arizona, having the authority and
responsibility for management of the specific project(s) to be carried out under this Agreement.
From time to time the Director may act through a Director's designee.

FINAL CONSTRUCTION DOCUMENTS: A complete and accurate set of drawings and
specifications advancing the content of Design Development documents so as to allow the
permitting and construction of the Project.

INSPECTOR: An employee or consultant assigned by the Project Manager or Construction Project
Manager to make observations of Work performed by the CMR.

MAXIMUM COST LIMIT: The maximum amount budgeted by Maricopa for the total cost of the
construction of the Work on the Project.

OWNER: The Owner is Maricopa County Facilities Management Department (FMD), the public
body which is a party hereto and the entity for which this contract is to be performed. In all respects
hereunder, Owner's performance is pursuant to Owner's position as Owner of the Project. In the
event Owner exercises its regulatory authority as a governmental body, the exercise of such
regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances
shall be deemed to have occurred pursuant to Owner's authority as a governmental body and shall
not be attributable in any manner to Owner as a party to this contract.

PAYMENT APPLICATION: The certified form submitted by the CMR requesting payment for
construction work to be reviewed by DP and approved by the Construction Project Manager and/or
Project Manager.

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CMR Professional Services Contract Serial # 250049-ROQ

1.25

1.26

1.27

1.28

1.29

1.30

4.31

1.32

1.33

PROJECT: The scope of construction, alteration, or repair and all services and incidents thereto of
a County of Maricopa, Arizona facility as approved by Owner.

PROJECT DEVELOPMENT SCHEDULE: A written document providing the proposed completion
date of each Phase of the Project through design, selection of CMR, construction and proposed
date of occupancy by Owner.

PROJECT MANAGER: An employee of Owner or agent of the Owner assigned by the Director to
monitor the services to be performed under this Agreement and the construction of the Project as
a direct representative of Owner.

RECORD DRAWINGS: Record Drawings are the official record drawings that document what was
constructed. The DP shall prepare Record Drawings from the As-Built documents for the Project.
The DP shall provide to Owner one (1) set of Record Drawings as a printed, hard-copy full-sized
set with one (1) corresponding set of digital media containing the complete Construction Drawings
for the Project in AutoCAD, complying with the guidelines prescribed in attached Exhibit ‘C’. The
resulting image produced on the viewing screen shall include all of the kinds of information that is
visible on full-sized originals approved for permit and issued for construction. These provisions
apply to all projects conducted at Maricopa County. All electronic media with As-Built or Record
Drawings MUST be in AutoCAD or BIM format (consistent with guidelines in attached Exhibit C)
with a matching PDF.

SCHEMATIC DESIGN DOCUMENTS: The drawings and other documents illustrating the scale
and relationship of the Project components including the selection of materials, systems, and
equipment, as well as initial program drawings and documents that establish and describe the size
and character of the Project as to architectural, structural, mechanical, electrical, plumbing, fire
alarm, and fire protection systems, materials and additional engineering services as deemed
necessary by the Owner and DP to produce a complete and accurate set of drawings and
specifications for the permitting and construction of the Project.

SCHEMATIC DESIGN STUDIES: Site and floor plans, elevations, sections, and other items as
required by the Project Manager and shall show the scale and relationship of the parts and the
design concept of the whole.

SUBSTANTIAL COMPLETION: That date on which, as certified in writing by DP, the Work, or a
portion thereof designated by the Construction Project Manager or Project Manager is at a level of
completion in substantial compliance with the Contract Documents and has satisfied all
requirements in the Project Specifications and other Contract Documents such that all conditions
of permits and authorized authorities having jurisdiction have been satisfied and Owner or Owner's
designee can enjoy beneficial use and occupy and can use or operate in all respects for its intended
purposes.

SUB-CONSULTANT: A person or organization of properly registered professional architects and/or
engineers, who has entered into an agreement with DP to furnish professional services for a project
or task, described under Basic Services or a task described under Additional Services or
Reimbursable Costs.

WORK: The entire construction or various separately identifiable parts thereof required to be
furnished under the Contract Documents. Work is the result of performing services, furnishing labor
and furnishing incorporating materials and equipment into the construction, all as required by the
Contract Documents.

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CMR Professional Services Contract Serial # 250049-ROQ

ARTICLE 2: DP SERVICES AND RESPONSIBILITIES
2.1 SUSTAINABILITY:

2.1.1 The Project shall comply with designated Maricopa County goals for sustainability. The
project shall incorporate “green” building practices to achieve the highest efficiency
standards reasonable to reduce operating costs via energy savings; improve worker
productivity; and reduce potential liability resulting from indoor air quality problems.

2.2 BASIC SERVICES:

DP agrees to provide complete professional A/E Services set forth below, including code-compliant
architectural, civil, structural, mechanical, electrical engineering, plumbing, fire protection systems,
landscape design and other engineering services normally required for a project of this specific
type, hereinafter collectively called “Basic Services.”

2.2.1 Programming and Schematic Design:

2.2.1.1. DP shall confer with the Director or Director's designee to establish the Program
or program verification, consisting of a detailed listing of all functions and spaces
together with the square footage of each assignable space, gross square footage,
and a description of the relationships between and among the principal
programmatic elements. Based upon Owner's input, DP shall establish a design
concept which shall incorporate environmental and visual elements. Design of the
Project is to include wastewater, storm water, drainage, parking, lighting and any
other design element necessary to complete the facility.

2.2.1.2. DP shall prepare and present, for approval by Owner, a Design Concept and
Schematics Report, comprising the Schematic Design Studies, including
identification of any special requirements affecting the Project. All presentations
shall be made to FMD and approved prior to proceeding with further design.
Written approval from FMD is required prior to the release of any information to
the end user or stakeholders.

2.2.1.2.1 Schematic Design Documents shall consist of but not be limited to site
and floor elevation plans, elevations, sections, etc. as required by the
Project Manager and the scale of the relationship of the parts and
design concept of the Project and shall also include a review of all
Building Codes and applicable laws to determine compliance,
scheduling and construction budget information.

2.2.1.2.2 Schematic Design Studies shall consist of but not be limited to site
and floor plans, elevations, sections, etc. as required by the Project
Manager and shall show the scale and relationship of the parts and
the design concept of the whole.

2.2.1.2.3. DP shall submit hard copies and one (1) electronic media set (in PDF
format, but generated from AutoCAD files complying with guidelines
prescribed in Exhibit ‘C’) on disk of all documents required, without
additional charge, for approval by Owner. DP shall not proceed with
the Design Development Phase until the documents have been
approved by Owner and a written Authorization to Proceed with the
next phase of the design has been issued by the Director or Director's
designee.

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CMR Professional Services Contract Serial # 250049-ROQ

2.2.1.2.4 DP shall prepare an energy efficiency study necessary to comply with
all applicable mechanical and electrical codes, requirements and
standards for Owner.

2.2.2 Selection and Award of Construction Management at Risk Contractor:

2.2.2.1 Solicitation of CMR: At such other time as Owner may elect, DP shall participate
in the evaluation and selection of a qualified construction management firm to
serve as the CMR.

2.2.2.2 Issuance of Addenda and Selection:

2.2.2.2.1 At the request of the Project Manager, DP shall participate in any
selection committee meetings and meet with Owner's staff and Project
Manager to assist in evaluating Responses to the RFQ and
qualifications.

2.2.2.2.2 At the direction of the Project Manager, DP shall attend all
presentations or interviews with CMR candidates.

2.2.3. Design Development:

2.2.3.1 Working from the previously approved Schematic Design Documents, DP, with
requisite input and assistance from the CMR, shall prepare and present, for
review and approval by Owner, the Design Development Documents, comprising
the drawings, outline specifications and other documents necessary to delineate
and describe the size and character of the entire Project including architectural,
civil, structural, mechanical, plumbing, fire alarm and fire protection, and electric
systems, landscaping, construction materials and finish materials. DP shall fully
involve the CMR during this phase to allow the CMR to prepare and deliver
ongoing constructability and bidding reviews, value engineering proposals, and
construction cost estimates. DP shall be required to make at least one (1)
presentation of the Design Development Documents to Owner. As and if
requested by the Project Manager, Sub-consultants engaged by DP shall attend
this presentation to explain the design concept of their respective systems. All
presentations shall be made to FMD and approved prior proceeding with further
design. Written approval from FMD is required prior to the release of any
information to the end user or stakeholders.

2.2.3.2 If the CMR’s Design Development Construction Estimate exceeds the Owner's
Construction Budget the DP shall provide a list of appropriate cost or scope
reduction recommendations at no cost to Owner.

2.2.3.3 DP shall submit hard copies and, one (1) electronic media set (in PDF format, but
generated from AutoCAD files complying with guidelines prescribed in Exhibit ‘C’)
on disk of all documents required under this Phase, without additional charge, for
approval by Owner, and DP shall not proceed with the next Phase of the design
until Owner has approved the documents and a written authorization for the next
Phase has been issued.

2.2.3.4 If requested by the Project Manager, DP shall prepare Finish Material Sample
boards as necessary to review the color selections of all finish materials with the
Project Manager and DP will furnish the approved colors to the CMR within a

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CMR Professional Services Contract Serial # 250049-ROQ

timeframe acceptable to the Project Manager. This shall be done in a timely
manner so as to not delay Project progress.

2.2.4 Construction Documents Development:

Working from the approved Design Development Documents, DP with assistance from the
CMR shall prepare for approval by Owner 50% Construction Documents, setting forth in
detail all requirements necessary for the permitting, bidding and construction of the Project.
DP shall fully involve the CMR during this design phase to perform as needed or
authorized, ongoing bidding and constructability reviews, value engineering proposals,
estimate of final construction cost and a, preliminary baseline construction schedule. DP
is responsible for full compliance of the design and the Construction Documents with all
applicable codes of building officials or entities having jurisdiction and shall opine to Owner
that the Project can be constructed within the construction budget established by Owner.

2.2.4.1 50% Construction Documents Submittal:

DP shall complete and submit a 50% Construction Document set and
Specifications to the CMR for review. Upon review and acceptance of the CMR
that the drawings and specifications represent a 50% Construction Document set,
the DP shall submit the 50% Construction Documents and Specifications, with
the CMR comments incorporated to the Owner for approval. The submission
shall include:

2.2.4.1.1. Hard copies and one (1) electronic media set of all drawings (AutoCAD
complying with guidelines prescribed in Exhibit ‘C' with matching PDF)
and specifications (complying with designated
products/materials/systems prescribed by the Owner).

2.2.4.1.2 A complete index of every drawing sheet, to become part of the
Construction Documents.

2.2.4.1.3. DP shall, in the preparation of the Project Specifications, use the most
recent edition of CSI Standards promulgated by the Construction
Specifications Institute and these technical specifications shall not be
merely outline specifications as were submitted during the Design
Development Phase. Specification content shall be coordinated in
conjunction with prescribed products/materials/systems of the Owner,
as identified during Design Development. The specifications content
shall be coordinated and comply with the Owner provided preferred
equipment product and system specifications.

2.2.4.1.4. An Authorization to Proceed with the completion of 100% Construction
Documents will not be issued by the Director or Director's designee if
CMR latest Construction Estimate exceeds the Construction Budget,
unless Owner increases the Construction Budget or the CMR, DP and
Owner mutually agree on methods of cost reduction sufficient to
enable construction of the Project within the Construction Budget.

2.2.4.2 DP shall not proceed with further design until approval from the Director or
Director's designee is received. DP, with input from the CMR, shall make all
required changes to the documents and resolve all questions prior to proceeding
with the design.

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CMR Professional Services Contract Serial # 250049-ROQ

2.2.4.3 100% Construction Documents Submittal:

2.2,4.3.1

2.2.4.3.2

2.2.4.3.3

2.2.4.3.4

Upon completion of the 100% Construction Documents, DP shall submit
the 100% Construction Document set to the CMR for review. Upon review
and acceptance of the CMR that the drawings and specifications represent
a complete 100% Construction Document set, the DP shall submit the
100% Construction Documents and Specifications, with the CMR
comments incorporated to the Owner for approval. | Submission shall
include:

2.2.4.3.1.1 Hard copies and one (1) electronic media set (AutoCAD
complying with guidelines prescribed in Exhibit ‘C’ with matching PDF) on
disk. Include all drawings, specifications, reports, programs, etc. All
recommendations of Owner and CMR from this review shall be
incorporated by DP into the Construction Documents prior to submission
of the 100% Construction Documents for permit. Once approved by
Owner, the 100% Construction Documents shall become the Approved
100% Construction Documents and shall not be altered, modified, or
revised without Owner's prior written consent. Construction Documents
must be reviewed by the CMR and confirmed by its written that the entire
Project can be constructed within the construction budget set by Owner.

Following approval by the Owner the DP shall be responsible for preparing
and submitting the completed construction documents for approval by
governmental authorities having jurisdiction over the Project and in
obtaining certifications of “permit approval” by such reviewing authorities.
Any revisions required by permitting agencies comments shall be
incorporated into the Construction Documents. Upon receiving permitted
construction documents the DP shall make the permit and approved
documents available to Owner for reproduction of additional copies as may
be required for bid solicitation and/or construction purposes.

DP expressly warrants that the Drawings and Project Specifications and
Construction Documents for the Project have been prepared by DP and
the Sub-consultants by exercising their professional skills with care and
diligence and in a reasonable non-negligent manner consistent with the
standard of care of like professionals in Maricopa County,
Arizona.

DP shall be responsible for the cost of any additional design necessary to
correct errors or omissions caused by or attributable to DP that fall outside
the applicable standard of care.

2.2.4.4 CMR Contract:

2.2.4.4.1

2.2.4.4.2

During the timeframe of Owner's Agreement with the CMR for Pre-
Construction Services, DP shall, as requested by the Project Manager
or Construction Project Manager, provide assistance to Owner in
connection with Owner's acceptance of CMR’s Guaranteed Maximum
Price (“GMP”) proposal, including but not limited to determining and
memorializing the criteria and factors on which the GMP proposal is
based;

In the event Owner does not accept the CMR’s last proposal of a GMP,
after value engineering and other steps to arrive at a GMP have been

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CMR Professional Services Contract

Serial # 250049-ROQ

taken, Owner may, in accordance with A.R.S. § 34-104(E), direct DP at
no added cost to Owner to revise the Project scope or quality or both as
approved by Owner, and then assist Owner in soliciting bids from
qualified, licensed general contractors in accordance with A.R.S. § 34-
201 in its then existing statutory form.

2.2.4.4.3 During the timeframe of Owner's agreement with CMR for Construction
Phase Services, DP acknowledges its responsibility and duties called
out and set forth in Owner’s agreement with CMR (incorporated herein
by this reference) in addition to the responsibilities set forth herein.

2.2.5 Phase V - Observation and Administration of the Construction Contract:

2.2.5.1 The Construction Phase of the Project will commence with the award of the
Construction Contract and will end when final payment is made by Owner. During
this period, DP shall observe and provide administration of the Construction
Contract as set forth in the Construction Contract entered and other Contract
Documents and as provided herein.

2.2.5.2 During the Construction Phase, DP shall advise and consult with Owner and shall
have authority to act on behalf of Owner only as set forth herein and to the extent
provided in the Construction Contract between Owner and CMR, incorporated by
this reference.

2.2.5.3 DP shall be responsible for and provide all special inspections required for the
project.

2.2.5.4 DP shall visit the site at least weekly and at such times as requested by the Project
Manager, and at all key construction events. DP’s Sub-consultants shall visit the
site weekly, to ascertain the progress of the Project and to determine in general if
the Work is proceeding in accordance with the Contract Documents. On the basis
of on-site observations, DP shall endeavor to guard Owner against defects and
deficiencies in the Work. DP shall notify Owner of any non-compliant work
discovered during the site visits. DP will not be required to make extensive
inspections or provide continuous daily on-site inspections to check the quality or
quantity of the Work unless otherwise set forth in this Agreement.

DP is not responsible for the CMR's construction means, methods, techniques,
sequences or procedures, or for safety precautions and programs in connection
with the performance of the Work, nor will DP be held responsible for the CMR's or
Subcontractors’, or any of their agents’ or employees’, failure to perform the Work
in compliance with the Contract Documents.

2.2.5.5 DP shall furnish Owner with a written report of all observations of the Work made
by DP during each visit made to the Project. DP shall keep a log of all non-
compliant work and shall keep track of all such issues to resolution. DP shall also
state in the log the final resolution action and the date correction was made. DP
shall also note the general status and progress of the Work, and submit same in
a timely manner or more often if requested by the Construction Project Manager
or Project Manager. DP shall ascertain that the CMR is making timely, accurate,
and complete notations on its As-Built Drawings as the Work proceeds by
reviewing the CMR As-Built Drawings on a monthly basis and providing written
confirmation to the Owner, prior to the CMR application for payment.

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CMR Professional Services Contract Serial # 250049-ROQ

2.2.5.6 Based on observations at the site and consultation with the Construction Project
Manager, DP shall assist in determining the amount due the CMR in progress
payments and shall recommend approval or disapproval of amounts applied for
by executing AIA Form G702. This recommendation shall constitute a
representation by DP to Owner that, to the best of DP’s knowledge, information
and belief, the Work has progressed to the point indicated in the pay application
and the quality and quantity of the Work is in compliance with the Contract
Documents subject to:

2.2.5.6.1 an evaluation of the Work for compliance with the Contract Documents
upon Substantial Completion,

2.2.5.6.2 the results of any subsequent tests required by the Contract
Documents,

2.2.5.6.3 minor deviations from the Contract Documents correctable prior to
Project completion, and

2.2.5.6.4 any specific qualifications stated in the Payment Application.

2.2.5.7 \f Owner elects to withhold, in whole or in part, any progress payment to CMR,
DP may be required to assist Owner in preparation of specific written findings
about the deficiency in the Work and in calculating the reasonable cost necessary
to correct the deficient work and complete same.

2.2.5.8 DP shall be the initial interpreter of the requirements of the Contract Documents
and the initial judge of performance thereunder. DP shall render written
interpretations necessary for the proper execution or progress of the Work with
reasonable promptness on written request of either Owner or the CMR. If
revisions to the Drawings and/or Project Specifications become necessary, DP
shall make a written proposal as to the cost unless the need for revision is
attributable to DP.

2.2.5.9 DP shall render written recommendations, within a reasonable time, on all claims,
disputes or other matters in question between Owner and the CMR relating to the
execution or progress of the Work or the interpretation of the Contract
Documents. The Director or Director's designee shall make final decisions
regarding interpretations or disputes related to or arising therefrom.

2.2.5.10 Such interpretations and recommendations of DP shall be consistent with the
intent of and reasonably inferable from, the Contract Documents and shall be in
written form with graphic supplementation if helpful. In the capacity of interpreter,
DP shall endeavor to secure faithful performance of the Contract by both Owner
and the CMR, and shall not show partiality to either.

2.2.5.11 DP shall have authority to recommend rejection of Work which does not conform
to the Contract Documents. Whenever, in DP’s reasonable opinion, it is
necessary or advisable to insure compliance of the work with the Contract
Documents, DP will recommend special inspection or testing of any Work deemed
to be not in compliance with the Contract Documents, whether or not such Work
has been fabricated and delivered to the Project, or installed and completed but
such inspection or testing may only be authorized by Owner. DP shall provide
such normal mechanical, plumbing, electrical, structural, landscape or other
related inspection expertise and services as is necessary from time to time to
determine compliance with the Construction Contract.

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2.2.5.12 DP shall review and return all submittals, shop drawings, samples, deferred
submittals and other submissions of the CMR for conformance with the design
concept of the Project and for compliance with the Contract Documents within
fourteen (14) days from receipt.

2.2.5.13 DP shall respond to all Requests for Information or Clarification from the CMR or
Owner within seven (7) days from receipt and shall do so with graphic
supplementation when requested. All reviews are to be conducted in a timely
manner so as to not delay progress of the construction. Changes to or substitution
of Construction Documents shall not be authorized without the written
concurrence of Owner.

2.2.5.14 DP shall issue a Proposal Request (PR) to the Owner for each revision to the
contract but only after consulting with and with the agreement of the Owner. The
DP shall review and make recommendations to the Owner on all Change Order
Requests submitted by the CMR. DP shall assist the Owner in review of all
Contractor requests for time extensions and make recommendations to the
Owner. DP may issue supplemental instruction or interpretation of the Contract
Documents or order minor changes in the Work so long as they involve no change
in Contract Time or Contract Price.

2.2.5.15 Upon receipt of CMR’s request for Substantial Completion with CMR’s Punch List
attached, DP shall, prior to occupancy by Owner, confirm and recommend to the
Owner that the project is substantially complete in accordance with the Contract
requirements. Upon Owner written concurrence, DP shall develop a complete,
final punch list of any remaining defects and discrepancies in the Work. The
punch list shall be created with the Owner's involvement and include Owner's
comments. The complete punch list shall be attached to the DP Certificate of
Substantial Completion. DP shall be responsible for all punch list back-checks
and confirmation of full and satisfactory performance before DP recommends to
the Owner that a Final Acceptance Final Payment be made to the CMR.

2.2.5.16 For Substantial Completion, DP shall obtain from the CMR all guarantees,
Operation and Maintenance manuals for equipment, and such other documents
and certificates as may be required by applicable codes, laws, Project
Specifications and the Owner, review them for compliance with Contract
requirements, and deliver them to Owner if in compliance.

2.2.5.17 DP shall provide assistance in obtaining the CMR's compliance with the Contract
Documents relative to 1) initial instruction of Owner's personnel in the operation
and maintenance of any equipment or system, 2) initial start-up and testing,
adjusting and balancing of equipment and systems, and 4) final clean-up of the
Project.

2.2.5.18 During all Phases of the Project, DP shall notify Owner in writing of all conflicts
between the Plans and Specifications and/or Contract Documents and any laws,
codes, ordinances, rules, regulations and restrictions that come to the attention
of DP or should have reasonably come to DP’s attention with the exercise of due
care.

2.2.5.19 DP shall prepare and submit to Owner weekly and/or monthly reports, as required
by the Owner, throughout the Construction Phase of the Project. The reports shall
provide the current status of activities of DP, CMR, subcontractors, Consultants,
Sub-consultants, and others whose activities affect the Project. The reports shall

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also include a copy of the log on all non-compliant work and all resolution
information.

2.2.5.20 For both Basic and Additional Services, DP shall prepare Record Drawings
(reference Exhibit C) based on the CMR’s As-Builts Drawings and provide to
Owner one (1) printed hard-copy full-size set of Record Drawings and one (1)
corresponding set of digital media containing the complete drawings for the
Project in AutoCAD and in matching PDF. The image on screen shall include all
title blocks, borders, details, and all notes that are visible on the full-sized
originals. Each sheet provided shall indicate it is a Record Drawing. DP shall also
prepare a simplified version of all approved Egress Plans in the Drawings used in
the permit approval process and provide such to Owner upon request for
purposes of installation of evacuation / exiting diagrams in the completed Project.
DP acknowledges that the quantity thereof and extent of depicted information may
be determined by the Authority Having Jurisdiction over the Project.

2.2.5.21 In connection with Final Acceptance and final payment, DP shall inspect the Work
and determine:

2.2.5.21.1 Whether the CMR has satisfactorily completed or corrected all items
on the punch list attached to the Request for Substantial Completion;

2.2.5.21.2 Whether the work complies with i) the Contract Documents, and ii) all
applicable laws, building codes or authorities having jurisdiction;

2.2.5.21.3 Whether required inspections by building officials have been
completed; and

2.2.5.21.4 In consultation with Owner, whether the Work is finally complete.

If the Work is not finally complete, the process as set forth above shall be
repeated until such time as the Work is finally completed in compliance
with the Contract Documents. DP shall also incorporate As-Built Drawings
as defined in Article 1, above, into the Record Drawings prior to Final
Acceptance.

2.2.5.22 DP shall assist Owner in conducting a post-construction inspection at least thirty
(30) days prior to the expiration of the one-year post-construction warranty period
to identify deficiencies and warranty-related problems. DP shall note, prepare and
submit to Owner a written report on all faults, deficiencies or warranty problems
observed.

2.2.6 Maximum Cost Limit:

If at any time during the design phase the latest Construction Estimate submitted by CMR
exceeds Owner's Maximum Cost Limit, DP shall, with the CMR’s assistance, at no
additional cost to Owner, revise the Design Documents to bring the Project costs within the
Maximum Cost Limit. Such revised Design Documents must be completed by DP within
the time period designated in writing by the Owner. The Maximum Cost Limit for the Work
is not to be changed unless amended by Maricopa County.

2.3 ADDITIONAL SERVICES:

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2.3.1. The Additional Services listed below are beyond the scope of the Basic Services as same
are defined in this Agreement, and if authorized in advance by an appropriate written
directive from the Director or Director's designee, will be compensated for by lump sum,
not-to-exceed agreed to by Owner under Section 6.2.

2.3.1.1 Special analyses of Owner's needs, and special detailed programming
requirements for the Project authorized by Director or Director's designee.

2.3.1.2 Financial feasibility, life cycle costing or other special studies.

2.3.1.3 If not provided for in Basic Services or Owner's own program, planning surveys,
site evaluations, geo-technical surveys or comparative studies of prospective
sites as authorized by Director or Director's designee.

2.3.1.4 Design services relative to future facilities, systems and equipment which are not
intended to be constructed as part of the Project.

2.3.1.5 Providing services to investigate existing conditions of facilities or to make
measured drawings thereof, after DP has expended an amount of time deemed
to be the normal requirement for renovation and alteration projects.

2.3.1.6 Detailed Estimates of Construction Cost consisting of quantity surveys itemizing
all material, equipment and labor required for the Project.

2.3.1.7 Excluding all equipment, materials, supplies and related items included in the
Construction Contract, design services required for or in connection with the
selection of furniture or furnishings or fixtures.

2.3.1.8 Investigation and making detailed appraisals and valuations of existing facilities,
and surveys or inventories in connection with construction performed by Owner.

2.3.1.9 Any additional special professional services (other than the customary
architectural, civil, structural, geo-technical, mechanical, plumbing, fire alarm, fire
protection, security and electrical engineering and landscape design services) as
may be required for the Project, including but not limited to: acoustical, food
service, theatrical, electronic, telephone/data, artists, and sculptors.

2.3.1.10 The services of one or more full-time Project Field Representatives during
construction as deemed appropriate and as approved and authorized, in advance
by the Owner.

2.3.1.11 Extended assistance beyond that provided under Basic Services for the initial
start-up, testing, adjusting and balancing of any equipment or system; extended
training of Owner's personnel in operation and maintenance of equipment and
systems, and consultation during such training; and preparation of operating and
maintenance manuals, other than those provided by the CMR, subcontractor, or
equipment manufacturer.

2.3.1.12 A/E Services concerning replacement of any Work damaged or built in non-
compliance with the Contract Documents, providing the cause for such non-
compliance is determined by Owner to be other than by fault of DP or beyond
control of DP.

2.3.1.13 Making major revisions changing the scope of the Project, to Drawings and
Project Specifications, when such revisions are inconsistent with written

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approvals or instructions previously given by Owner and are due to causes
beyond the control of DP. (Major revisions are defined as those changing the
scope and arrangement of spaces and/or scheme and/or any significant portion
thereof.)

2.3.1.14 Preparing to serve or serving as an expert witness in connection with any public
hearing, arbitration or legal proceeding, providing, however, that DP cannot testify
or give evidence against Owner in any matters during the course of providing
services under this Agreement.

2.3.1.15 Providing services after Final Completion and final payment has been made to
the CMR, other than those called for in this Agreement.

2.3.1.16 Additional Observation and Administration, in the event the time period of
Observation of DP under Basic Services exceeds the Contract Time for the Work
by more than 15%, and only if the delay in completion of the Work is in the opinion
of Owner beyond the control of DP and the Additional Observations and
Administration is approved by the Owner.

2.3.1.17 Renderings, sketches, models or photographs to further convey the proposed
design concept to the Owner.

2.3.1.18 Any other services not otherwise included in this Agreement.

2.3.2 Failure to timely perform any part of requested Additional Services identified in this
Agreement shall be a breach of the Agreement and Owner may, in its sole discretion,
without liability, contract with others to perform those services and the cost for these
services and others incurred by Owner shall be borne by DP.

2.3.3. DP shall not perform any services not covered by this Agreement and any such services
performed by DP without prior written authorization shall be at DP’s own risk and cost. DP
hereby agrees that in the absence of prior written authorization, DP’s work will be at its
own risk, cost, and expense and DP agrees that without such prior written authorization,
DP will make no claim for compensation for unauthorized services.

2.4 REIMBURSABLE COSTS:

Reimbursable Costs are those items that are authorized by Owner in writing for payment in addition to
the Basic and Additional Services and consist of actual expenditures (as verified by invoices) made by
DP and its Sub-consultants in the interest of the progress of Work and in accordance with the County's
Contractor Travel Policy for the following purposes:

2.4.1 Identifiable transportation expenses in connection with the Project to locations outside the
Maricopa County area or from locations outside the Maricopa County area will not be
reimbursed unless specifically pre-authorized in writing by the Owner.

2.4.2 Meals and lodging expenses will not be reimbursed for temporarily relocating DP’s
employees from one of DP’s offices to another office if the employee is relocated for more
than ten (10) consecutive working days.

2.4.3 Identifiable communication expenses approved by the Owner, long distance telephone,
courier and express mail between DP’s various permanent offices. DP’s field office at the
Project is not considered a permanent office.

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2.4.4 Cost of printing, reproduction or photography which is required by or of DP to deliver
services set forth in this Agreement.

2.4.5 — Identifiable testing costs approved by Owner.
2.4.6 All Permit fees paid to regulatory agencies for approvals directly attributable to the Project.

2.4.7 Reimbursable Sub-consultant expenses are limited to the items described above and on
the same basis.

2.4.8 All Reimbursable Costs will be approved by Owner only if prior written approval was

received and pursuant to verified invoices, receipts or other acceptable proof of
expenditure provided by DP.

ARTICLE 3: SUBCONSULTANTS

3.1 REGISTRATION OF SUBCONSULTANTS:

All contracts entered into by DP with Sub-consultants or Special Sub-consultants engaged to
provide professional services on the Project must be with registrants with the Arizona Board of
Technical Registration. All such contracts with Sub-consultants must incorporate all terms and
provisions of this Agreement (including those re: Alternative Dispute Resolution) as they relate to
the duties and responsibilities of DP on the Project.

3.2 SUB-CONSULTANTS' RELATIONSHIP:

3.2.1 All services provided by the Sub-consultants shall be pursuant to appropriate written
agreements between DP and the Sub-consultants, which shall contain provisions that
preserve and protect the rights of Owner and DP under this Agreement.

3.2.2 Nothing contained in this Agreement shall create any contractual or business relationship
between Owner and the Sub-consultants. DP acknowledges the Sub-consultants are to
perform those professional services under the direction, control and supervision of DP as
the prime Project professional.

3.2.3. DP proposes to utilize the following Sub-consultants:

FIRM NAME CONSULTING SERVICE
Caruso Turley Scott (CTS) Structural engineering
Energy Systems Design (ESD) MPE engineering
Dibble Civil engineering
RLB Cost estimating

*See proposal for additional consultants

3.2.4 DP shall not change or replace any Sub-consultant without first obtaining prior written
approval from the Director or Director’s designee in response to a written request stating
the reasons for any proposed substitution. Such approval shall not be unreasonably

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delayed by the Director or Director's designee and, if the request is denied, an explanation
will be provided.

ARTICLE 4: OWNER’S RESPONSIBILITIES

41 INFORMATION FURNISHED:
If available, the Owner, at its expense shall furnish DP with the following information:

4.1.1. Surveys of building sites, giving boundary dimensions, locations of existing structures
and/or trees, the grades and lines of street, pavement, and adjoining properties; the rights,
restrictions, easements, boundaries, and topographic data of a building site, and such
information as it has relative to sewer, water, gas and electrical services. Information
contained in such provided documents will be provided by Owner with no express
guarantee for their accuracy or completeness or lack thereof. DP agrees to field-verify the
accuracy or completeness of any information provided by the Owner as deemed necessary
by the DP to provide Contract Documents meeting expectations set forth under Articles 2
and 3 herein.

4.1.2 If available, soil borings or test pits information, mechanical, structural, or other tests when
deemed necessary by Owner.

4.1.3 If available, drawings representing as-built conditions at the time of original construction
will be furnished to DP; however, they are not warranted to represent conditions as of the
date of this Agreement. DP must perform field investigations as deemed necessary by the
DP and Sub-consultants in order to obtain sufficient information to perform services
complying with Articles 2 and 3 herein.

ARTICLE 5: PROJECT MANAGEMENT AND REVIEW PROCEDURES

5.1 PROJECT MANAGEMENT:

5.1.1. The Director or Director's designee shall act on behalf of Owner in all matters pertaining to
this Agreement, and with the approval of the County Manager, the Director or Director's
designee shall issue all Authorizations to Proceed to DP. The Director or Director's
designee shall approve all invoices for payment to DP upon recommendation of the Project
Manager or Construction Project Manager.

5.1.2 Maricopa County Facilities Management Department is the Owner. The Director shall
designate a Project Manager and/or a Construction Project Manager to have general
responsibility for management of the Project through all Phases of this Agreement. The
Project Manager and Construction Project Manager shall have authority to issue
Authorizations to Proceed to DP and meet with DP at periodic intervals throughout the
preparation of the Contract Documents to assess the progress of the design and
professional services and the Work in accordance with approved schedules. The Project
Manager and Construction Project Manager shall also examine documents submitted by
DP, including invoices, and shall promptly render decisions and/or recommendations
pertaining thereto, to avoid unreasonable delay in the progress of DP's work.

5.1.3 If Owner observes or otherwise becomes aware of any faulty or defective work in the
Project, or other nonconformance with the Contract Documents during the Construction
Phase, Owner shall give prompt notice thereof to DP.

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5.2 REVIEW PROCEDURES:

The following procedures shall be followed for review of all submittals required by Article 2 of this
Agreement:

5.2.1. DP shall submit programming when called for herein, Schematic Studies and Schematic
Documents, Design Development Documents and Construction Documents for review by
Owner and CMR in accordance with the Project Design Schedule.

5.2.2 Owner and CMR will be required to provide all review comments to DP within thirty (30)
calendar days from receipt of the submittal.

5.2.3 DP shall respond to and incorporate review comments transmitted by Owner and CMR.
Any budgetary overruns or discrepancies shall be resolved by design and engineering
modifications to match or get below the Construction Budget established by the Owner.

5.2.4 Unless otherwise agreed to in writing, DP shall respond in writing within seven (7) calendar
days of receipt of the review comments. Owner Project Manager or Construction Project
Manager will log, transmit and facilitate the exchange of review comments. DP shall also
maintain a similar log and make it available to Owner at all times.

5.2.5 Replies to DP Responses: Owner, Project Manager, Construction Project Manager or CMR
will reply within fourteen (14) calendar days to any responses requiring confirmation and
will advise DP if any further reconciliation is required.

5.2.6 Resolution of Differences: Owner, Project Manager or Construction Project will schedule a
meeting between DP, CMR and Owner, to take place within fourteen (14) calendar days
after review comments are issued to DP, in order to resolve all issues between teams. The
Owner will arrange additional meetings or conference calls as necessary, in order to
expedite resolution and avoid impact to the Project Schedule or the Contract Documents.

5.2.7 Punch List and Back-Check Review: Upon notice from the Contractor that the project is
substantially complete, the DP shall develop a punch list with assistance from the Owner,
incorporating all comments into one punch list for issuance with the Certificate of
Substantial Completion. The DP will be responsible for all back-checks to the punch list.
If any comments remain unsatisfied, additional back-checks shall be required from DP until
all comments have been satisfied. Any costs associated with DP’s preparation of the back-
checks shall be DP’s responsibility

5.2.8 Resolution of all review comments is requisite for completion of any phase of the Design
Services.

5.2.9 Any failure of Owner to make a decision within the time limits set forth herein shall not be
construed as acquiescence in all or any part of a subsequent DP claim for relief or remedy.

ARTICLE 6: BASIS OF COMPENSATION

6.1 FEES FOR PROFESSIONAL SERVICES:

Owner agrees to pay DP, and DP agrees to accept as payment for all of the Basic Services rendered
pursuant to this Agreement, a Lump Sum, Not-to-Exceed Fee mutually agreed upon of $1,689,978.00
as set forth on Exhibit ‘B’, DP’s Proposal, based upon hourly rates and hours, which shall be indicated
in DP’s proposal and in Exhibit A. DP Basic Proposal of fees shall indicated positions, hours and rates
per hour required for each design phase as follows: Programming/Schematic Design, Design

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