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LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
J. BANICKI CONSTRUCTION, INC.
THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this day of
5 20 , between the City of Glendale, an Arizona municipal corporation (the “City”), and J.
Banicki Construction, Inc., an Arizona corporation authorized to do business in Arizona
(“Contractor”), collectively, the “Parties.”
RECITALS
On July 3,2019 under S.A.V.E Cooperative Purchasing Agreement, Valley Metro Regional
Public Transportation Authority entered into a contract with Contractor to purchase the goods
and services described in the Contract No. 20017 Supplemental Contract for JOC
Construction Service (“Cooperative Purchasing Agreement”), which is attached hereto as
Exhibit A. The Cooperative Purchasing Agreement permits its cooperative use by other
governmental agencies including the City.
Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods
and setvices by participating with other governmental units in cooperative purchasing
agreements when the best interests of the City would be served.
Section 2-149 also provides that the Materials Manager may enter into such cooperative
agreements without meeting the formal or informal solicitation and bid requirements of
Glendale City Code Sections 2-145 and 2-146.
The City desires to contract with Contractor for supplies or services identical, or nearly
identical, to the supplies or services Contractor is providing other units of government under
the Cooperative Purchasing Agreement. Contractor consents to the City’s utilization of the
Cooperative Purchasing Agreement as the basis of this Agreement, and Contractor desires to
enter into this Agreement to provide the supplies and services set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference,
and the covenants and promises contained in this Linking Agreement, the parties agree as follows:
1.
Term of Agreement. ‘The City is purchasing supplies and/or services from Contractor
pursuant to the Cooperative Purchasing Agreement. According to the Cooperative
Purchasing Agreement, purchases can be made by governmental entities from the date of
award, which was January 6, 2020, until the date the contract expires on January 6, 2023 unless
the term of the Cooperative Purchasing Agreement is extended by the mutual agreement of
the original contracting patties. The Cooperative Purchasing Agreement, however, may not
be extended beyond January 6, 2025. The initial period of this Agreement, therefore, is the
petiod from the Effective Date of this Agreement until January 6, 2023. The City may renew
the term of this Agreement for two (2) additional one (1) year periods until the Cooperative
1/2/2020
Purchasing Agreement expires on January 6, 2025. Glendale renewals are not automatic and
shall only occur if the City gives the Contractor notice of its intent to renew. The City may
give the Contractor notice of its intent to renew this Agreement 30 days prior to the
anniversary of the Effective Date to effectuate such renewal.
Scope of Work; Terms, Conditions, and Specifications.
A. Contractor shall provide City the supplies and/or services identified in the Scope of
Work attached as Exhibit B.
B. Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such tetms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.
Compensation.
A. City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached hereto as
Exhibit C.
B. The total purchase price for the supplies and/or services purchased under this
Agreement shall not exceed one hundted thousand dollars ($100,000) for the entite
term of the Agreement (initial term plus any renewals).
Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.
Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military
veteran status or any disability. Contractor will require any Sub-contractor to be bound to the
satne requirements as stated within this section. Contractor, and on behalf of any
subcontractors, warrants compliance with this section.
Insurance Certificate. A certificate of insurance applying to this Agreement must be provided
to the City prior to the Effective Date.
E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the
requirements of A.R.S. § 41-4401.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the
patties hereby certify that they are not currently engaged in, and agree for the duration of the
Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined
in A.RS § 35-393.
Attestation _of PCI Compliance. When applicable, the Contractor will provide the City
annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of
compliance certificate signed by an officer of Contractor with oversight responsibility.
4/29/2021
10. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’
respective authorized representatives at the address listed below:
City of Glendale
c/oMichael A. Johnson, Engineering Project Manager
5850 W. Glendale Avenue, Suite 315
Glendale, AZ 85301
and
J. Banicki Construction, Inc.
c/o Mike Abraham, President
4720 E. Cotton Gin Loop, Suite 240
Phoenix, AZ 85040
480-921-8016
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year
set forth above.
“City” “Contractor”
City of Glendale, an Arizona J. Banicki Construction, Inc.,
municipal corporation an Arizona Corporaton
Kevin R. Phelps Name: Mike Abraham
City Manager Title: President
ATTEST:
Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
4/29/2021
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
AND
J. BANICKI CONSTRUCTION, INC.
EXHIBIT A
PARTICIPATING ADDENDUM TO MASTER AGREEMENT NO. 20017
MASTER AGREEMENT NO. 20017-SUPPLEMENTAL CONTRACT FOR JOB ORDER
CONTRACTING CONSTRUCTION SERVICES
4/29/2021
Participating Addendum
J. Banicki Construction, Inc. (hereinafter “Contractor”)
And
City of Glendale (hereinafter “Participating Entity”)
Master Agreement
Valley Metro Contract (hereinafter “Master Agreement”) No: 20017
Supplemental Contract for Construction Service — JOC
Administered by Valley Metro (hereinafter “Agency”)
1. Scope
This Participating Addendum (PA) covers the Supplemental Contract for
Construction Services contract led by Valley Metro for use by Eligible Agencies.
This PA is based on the award of a competitively solicited procurement with
federal language.
The original solicitation contains the requirements and definitions establishing the
following Construction Services allowed on the Master Agreement. The Master
Agreement identifies the administrative fee percentage the Contractor may
charge for renovation, repair, replacement, alterations and other minor
construction projects for various facilities and real property.
2. Participation
Use of specific Valley Metro cooperative contracts by Eligible Agencies are
subject to the prior approval of Valley Metro procurement. Paragraph 21 of
Exhibit C - Special Terms and Conditions defines the cities eligible to utilize the
contract.
3. Order of Precedence
A Participating Entity’s PA shall not diminish, change, or impact the rights of
Valley Metro with regard to Valley Metro’s contractual relationship with the
Contractor under the Terms of Valley Metro’s Master Agreement.
3.1 Participating Entity Participating Addendum
3.2 Valley Metro Master Agreement (includes negotiated Terms and Conditions)
3.3 The Solicitation including all Addendums; and
3.4 Contractor's response to the Solicitation
These documents shall be read to be consistent and complementary. Any conflict
among these documents shall be resolved by giving priority to these documents
in the order listed above. Contractor terms and conditions that apply to this
Master Agreement are only those that are expressly accepted by Valley Metro
and must be in writing and attached to the Master Agreement as an Exhibit or
Attachment. The solicitation language prevails unless a mutually agreed
exception has been negotiated.
4. Participating Entity Modifications or Additions to Master Agreement
The Participating Entity’s PA shall include the following mandatory additions that
are hereby attached; Linking Agreement between The City of Glendale and J.
Banicki Construction, Inc.
5. Primary Contacts
The primary contact for this Participating Addendum are as follows:
Contractor:
Name: Don R. Davis
Address: 4720 E. Cotton Gin Loop, Ste. 240
Phoenix, AZ 85040
Telephone: | 480-921-8016
Email: ddavis@banicki.com
Participating Entity:
Name: Michael A. Johnson
‘Address: | 5850 W. Glendale Avenue, Ste. 315
Telephone: | 623-930-3628
Email: mjohnson@glendaleaz.com
6. Terms
The Participating Entity is agreeing to the terms of the Master Agreement only to
the extent the terms are not in conflict with applicable law.
7. Disputes/Corrective Actions
The Participating Entity shall be responsible for any and all disputes or corrective
actions to the Scope of Work assigned to the Contractor. By signing this PA, the
Participating Entity agrees to administer any corrective contract actions. Valley
Metro shall not be responsible for any dispute resolution or corrective action for
work completed under the PA.
Insurance Requirements
The Contractor shall list the Participating Entity as additional insured on the
Certificate of Insurance. The Participating Entity shall be responsible for
reviewing and approving the Certificate of Insurance to ensure it meets the
Participating Entity’s requirements.
IN WITNESS WHEREOF, the parties have executed this Participating Addendum
as of the date of execution by both parties below:
_ Participating Entity: [Contracto: ~
City of Glendale _ J. Banicki Construction, Inc.
| Signature: _ : Signature: _
;
I71G4. oF BY
1 MAR
_ Name: | Name: a .
' Michael A. Johnson "Don R. Davis
‘Tile “Title:
Engineering Project Manager | APDM Manager
‘Date: ” Date:
5 -B-202/
va
Please email fully executed PDF copy of this document fo kking@valleymetro.org
to support documentation of participation.
VALLEY
METRO
January 6, 2020
Mike Abraham
J. Banicki Construction, Inc.
4720 E. Cotton Gin Loop, Ste. 240
Phoenix, AZ 85040
RE: CONTRACT NO. 20017
SUPPLEMENTAL CONTRACT FOR CONSTRUCTION SERVICE - JOC
NOTICE TO PROCEED
Dear Mr. Abraham:
We are very pleased to begin our new contractual relationship with you and your team. This letter
constitutes Valley Metro's Notice to Proceed (NTP) to J. Banicki Construction, Inc. effective immediately.
By this letter, J. Banicki Construction, Inc. is authorized to proceed with all work in accordance with the
terms and conditions of the attached Contract No. 20017.
Please find enclosed for your records, the fully executed contract document.
Should you have any questions or concerns, | may be reached at shernandez@valleymetro.org or 602-
495-8218.
Sincerely,
PAD
Susanna Hernandez, CPPB
Procurement Manager
Contracts and Procurement
cc: CPS File
an VALLEY METRO
VALLEY SOLICITATION OFFER AND AWARD FORM
METRO
SOLICITATION INFORMATION
Request for Qualifications (RFQ)
1, SOLICITATION NO: SH-19007 4. BRIEF DESCRIPTION:
2. ISSUE DATE: July 3, 2019
REQUEST FOR QUALIFICATIONS
3. FOR INFORMATION CONTACT:
NAME: — Susanna Hernandez,CPPB NO. SH-19007
Senior Contracts Administrator SUPPLEMENTAL CONTRACT FOR JOC CONSTRUCTION SERVICES
E-MAIL: | shernandez@valleymetro.org
5. PRE-SUBMITTAL CONFERENCE LOCATION:
DATE: Wednesday July 17, 2019
Valley Metro
101 N 1° Ave, Conference Room: 10A TIME: 9:00 AM local Phoenix time
Phoenix, Arizona 85003
6. SUBMIT OFFER TO: 7. OFFER SUBMISSION DUE DATE AND TIME:
pate: Wednesday August 7, 2019
os:/fvall
etro.procu
TIME: 00 P.M. (local Phoenix time)
8. SUBMIT WITH OFFER: See page 2, block 22
9, Offers submitted in response to an RFQ will not be publicly opened.
10. FIRM OFFER PERIOD: Offers submitted shall remain firm for a period of 180 calendar days from the date specified in Block 7.
11. This solicitation and any resulting contract, respectively, consist of this Valley Metro form and the exhibits and documents designated on
Page 2 of this form.
OFFER
(To be completed by Offeror)
CAUTION: A false statement in any offer (bid, submittal or proposal) submitted to Valley Metro may be a criminal offense in violation
of Arizona Revised Statute ARS 13-2407.
12. In compliance with the above, the undersigned agrees, if this offer is accepted within the period specified in Block 10, above, to furnish any or all
items, or provide the service(s), upon which prices are offered in the Schedule at the price set opposite each item or service, and to deliver the
item(s) and or perform the service(s) at the designated location(s) within the time specified.
13. OFFEROR'S NAME & ADDRESS: (Type or Print) 44, NAME & TITLE OF PERSON AUTHORIZED TO SIGN THE OFFER:
J. Banicki Construction, Inc. (Type or Print)
4720 E. Cotton Gin Loop, Ste. 240 Mike Abraham - President
Phoenix, AZ 85040
lretepHONe:480-921-8016 E-mai:mabraham@banicki.com |?5- DA
CELL PHONE:602-390-1243 Fax: 480-921-9456 fiz 8-7-19
AWARD
(To be completed by Valley Metro)
46. DBE: The DBE participation for this contract is as follows based on: Percentage of the total contract amount %. or
O Other
17. ACCEPTED AS TO: 18. TOTAL AMOUNT OF AWARD: 19, TERM OF CONTRACT 20. CONTRACT NUMBER:
NTP $6,000,000.00 3 year base- 20017
2 (1) year options
21. CHIEF EXECUTIVE OFFICER SIGNATURE & DATE OF AWARD:
?
SS r<
Name: Scott W. Smith Signature: C&E Date:_/, 18)
——, ae
SOLICITATION OFFER AND AWARD FORM Page Lof2
SUBMITTAL OFFER AND AWARD FORM
RFQ NO. SH-19007 — Supplemental Contract for JOC Construction Services
® = See Exhibit B for Offer preparation and submission Instructions.
22. CONTENTS:
NAME FORM DESCRIPTION edge H
e Solicitation Offer and Award Form x
@ | Exhibit A N/A
e [Exhibit B Solicitation Instructions and Conditions
@ | Exhibit C Special Terms and Conditions
e | Exhibit D General Terms and Conditions
e {Exhibit D1 Federal Department of Labor - Prevailing Wage Requirements
© |Exhibit DBE Clause ~ Attachment &
e Exhibit F Federal Terms and Conditions
e@ Exhibit G Scope of Work
e@ |Exhibit H Insurance Requirements
e |Attachment | List of Subcontractors x
e |Attachment J Lobbying Certificate x
e |Attachment K Debarment Certification x
e@ |Attachmentt Responsibility Questionnoire x
. chment M Buy Americo x
Ail submittals must include attached all exhibits / attachments marked with “x”
23. SUBMIT THE BELOW ITEM(S) WITH OFFER, IN ADDITION TO THE ABOVE IDENTIFIED SUBMITTALS:
DESCRIPTION
rs Letter from Offeror’s insurance agent indicating Offeror has ability to obtain insurance requirements as x
identified in the solicitation.
ba, ACKNOWLEDGMENT OF ADDENDA: Addendum No. Date Addendum No. Date
Offeror acknowledges receipt of the following No. 1. 7-31-19
Addenda to the solicitation:
(identify Addendum number and date of each.)
SOLICITATION OFFER AND AWARD FORM = ADDENDA 01 Page 2 of 2
®
VALLEY
METRO
CONTRACT No. 20017
SUPPLEMENTAL CONTRACT FOR CONSTRUCTION
SERVICES — JOB ORDER CONTRACTING
CONTRACT NO 20017
PRICE SCHEDULE
OFFEROR NAME: J. Banicki Construction Inc.
Failure to provide the requested pricing information below may result in the SOQ being determined non-responsive and removed from further consideration.
Having carefully examined the solicitation documents, Submitter agrees to enter into a contract to perform the Scope of Work as identified in Exhibit G under the terms
and conditions contained herein for the term of the contract, including the options to extend the period of performance, as described in Exhibit C, Special Terms and
‘Conditions. The selected Contractor will provide indefinite delivery, indefinite quantity (IDIQ) construction services for renovation, repair, replacement, alterations and
other minor construction projects for various facilities and real property.
INDIRECT COST OF THE WORK <$50,000 | $50,001 to $250,000 | $250,001 to $500,000 $500,0001 to $1,000,000 $1,000,001 to $2,500,000
jJob Order Contractors Fee (Professional Svcs) 7.50% 7.00% 6.50% 6.00% 5.50%
jJob Order Contractor's Fee (Construction) 12.00% 31.00% 10.00% 9.00% 8.00%
lLabor Burden Multiplier (Percentage) 47.00% 47.00% 47.00% 47.00% 47.00%
(on employee's base hourly wage rate)
bn J. BANICKI CONSTRUCTION, INC.
SUPPLEMENTAL CONTRACT FOR CONSTRUCTION SERVICES — JOB ORDER CONTRACTING
VALLEY CONTRACT NO. 20017
METRO
EXHIBIT C — SPECIAL TERMS AND CONDITIONS
TABLE OF CONTENTS
1.
2,
3.
4.
5.
6. RETENTION o.....eececcccscsseeseesesesesseseseseseceesnseseseeneseeenenssesesesesesenseesseseseaeessseseceseneeassessseeneseneeseseneneneensnenenes 3
7, PROMPT PAYMENT.......ccccsccssseessseessessscersssessesssnsneseesenenssusersnenseeessenesenersnecsesensesenssensreseaseaenenenenenenensseneasieees 3
8. SUB-CONTRACTOR PAYMENTS........scscssscsssseseessesnensseseseseseseseseceuseseseassesenseseesseseseuassesssseeesseseassnenenesenseeeeneneee 4
9. CONTRACT CLOSEOUT........ccccssseesesenesesseeseneneessessnensseceneneseesenenesessessseseenessensesessnensessssensenseenenessnenenensenenees 4
10, NOTICES AND COMMUNICATIONS. ........c:cccsccscsssesrscsssssesssesessseseseseseseseeessesesssacaeseuecassssnsssssesesuaeseesaeeeeseanenees 4
11, NOTICE OF LABOR DISPUTES ..........cscssssssssseeessesesensescseseesesenecsssesesessssessenecseesesarsneseenesessssessesessseessaseneseteearees 5
12. COMMUNICATIONS WITH CONTRACTOR'S STAFF .....sssscessssssssssesessseseessssssscasasssssasseeesseassussssesesssatsnsssseeesenese 5
13. PROJECT KEY PERSONNEL.........ccccccccsssescssesssseseseeseesesnessesreseensessesssesevssessesesecessenenssassesseseueseneesaeesseseneesaeetes 5
14, REMOVAL OF CONTRACTOR’S PERSONNEL........c:scssssesssssssesessssseseesssenesesesesesessecssseeesnsseesesssesetseesaersseeneneneess 6
15. POST AWARD MEETING (OR RESERVED).......sesssssessesesseesesesseesssssseseseenenees wn 6
16. REPORTING.... 6
17. RISK OF LOSS... ccseesesssseseeseessessseeseesensssenesesserseeeessenes 6
18. ANTI-KICKBACK AND GRATUITIES........cccscsesssssessscsesesssesecescssseseresesesesesecsesenenscacseeaeenscseeessassesesesesneneneneeeeenenens 7
19. BONDS ....c.cccscscssscsessssseseescscseseeessesesessveesesssesescsnsssssseceussensvecsusesesssesesenenecsesensaseceteneeseasansessssanenenenseanensnensesennees 7
20. FEDERALLY FUNDED — TASK ORDERS ........ssssesesesssssesesesesesssnensssesessseseneesesesesseesseseessessesssssseesecsnenseaeenenseseeeees 7
21, ELIGIBLE AGENCIES ..0.......cceccececseecescesesescesssesscsssesasassnsasssssavasessasassasensecaeceasaceasseesssaseasesaseasavaseaassceesasaseaseneees 7
22. MASTER AGREEMENT STATEMENT ........ccscsesseresesessneseseeesssessseseessesesesaeseesessesscsasansssaeseeaeataresateeeessseeeasensess 8
23. RIGHTS vo. ecscscescsessesssesssssceesscsssesssscscscecscscasscacseasssassscazscasscssssussesasauevasaesesasassesesassesescscassesesescsessacasseasaeaneeeee 8
24, DISPUTE PROCESS.......ccccccccssescsssscscscscsesesescssscssssscssacscssesssssssscscsssesenecesseseseseeneseeesacssasisacaesesessseseseasteseasasseeeaes 8
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
EXHIBIT C — SPECIAL TERMS AND CONDITIONS Page 1 of 8
An J. BANICK! CONSTRUCTION, INC.
* SUPPLEMENTAL CONTRACT FOR CONSTRUCTION SERVICES — JOB ORDER CONTRACTING
VALLEY CONTRACT NO. 20017
METRO
1. TERM OF CONTRACT
The term of this contract shall be three (3) year base term with two (2) 1-year options to extend services and shall
be subject to the annual review and recommendation of Valley Metro’s Board of Directors, the satisfactory
negotiation of terms, and the annual funding appropriation for this purpose. Contract term shall not exceed five
(5) years.
2. CONTRACT ORDER OF PRECEDENCE
In the event of a conflict in the provisions of the Contract, as accepted by Valley Metro and as they may be
amended, the following shall prevail in the order set forth below:
« Master Agreement
* Scope of Work or Technical Specifications
* Special Terms and Conditions
* General Terms and Conditions
* Federal Terms and Conditions
* Other Provisions of the Contract, whether incorporated by reference or otherwise
In the event the parties hereto cannot resolve a dispute or conflict, the final decision-making authority shall reside
with Valley Metro Chief Executive Officer.
3. TIME
Time is of the essence in the performance of this Contract. Contractor shall proceed with performance of the Work
under this Contract immediately after receipt of the Notice to Proceed, Task Order or Change Order and shall
continuously and diligently prosecute the Work and specified portions thereof to completion on or before the
time or times set forth in the Scope of Services. Contractor shall not commence work until it receives the Notice
to Proceed, Task Order or Change Order except as otherwise required by this Contract.
4. METHOD OF COMPENSATION
A not-to-exceed amount shall be allotted for each task order issued by Valley Metro relative to this Contract.
Contractor shall not exceed the executed task order amount without Valley Metro’s prior approval.
Deviations from Contract or Budget Amount
If the Contractor’s notice states that the Scope of Work cannot be completed within Contract/Task Order amount,
Valley Metro may issue a request for change. Until there is a Change Order or Task Order amendment revision,
the Contractor shall proceed with the Scope of Work until the cumulative amount of reimbursable costs incurred
by the Contractor equals the Contract/Task Order amount.
If it becomes necessary to modify the Scope of Work to eliminate work that would allow the Scope of Work to be
completed within the Contract/Task Order amount, the Contractor’s fee may be renegotiated accordingly,
pursuant to the Contract. In no event is the Contractor authorized to incur costs which exceed each Contract/Task
Order amount without prior written amendment/revision to the Contract. Any such costs incurred without prior
written Amendment to the Contract shall not be considered reimbursable costs hereunder.
EXHIBIT C —- SPECIAL TERMS AND CONDITIONS Page 2 of 8
LA J. BANICK] CONSTRUCTION, INC.
a SUPPLEMENTAL CONTRACT FOR CONSTRUCTION SERVICES — JOB ORDER CONTRACTING
VALLEY
CONTRACT NO. 20017
METRO
5. INVOICING
Valley Metro shall review each Progress Billing to determine whether the Progress Billing satisfies the
requirements of each Task Order and this Contract.
If the Progress Billing satisfies the requirements of the specified Task Order and the Contract, Valley Metro shall
approve the Progress Billing for payment.
If the Progress Billing does not satisfy the requirements of the specified Task Order and this Contract, Valley Metro
shall promptly notify the Contractor and return the Progress Billing for clarification or correction.
If Valley Metro disputes any item or item invoiced in a Progress Billing, Valley Metro shall pay all items not in
dispute. Valley Metro and Contractor shall seek to promptly resolve such dispute and upon its resolution Valley
Metro shall pay the amount agreed to be paid to Contractor with the next succeeding payment.
6. RETENTION
No retention shall be held against Progress Billings.
7. PROMPT PAYMENT
Valley Metro adheres to the prompt payment provisions of ARS 34-221. A prompt payment clause will be included
in every Valley Metro contract or subcontract on projects funded either in whole or in part by USDOT. Valley
Metro’s prompt payment clause reads as follows:
“Contractor shall pay to its subcontractors or material suppliers and each subcontractor shall pay to its
subcontractor or material supplier, within seven (7) days of receipt of each progress payment, the amounts
attributable to the Contractor, subcontractor or material supplier for work performed or materials supplied. In
addition, any reduction of retainage to the Contractor must also result in a like reduction to subcontractors for
their work successfully completed within fourteen (14) days of the reduction of the retainage to the Contractor.
No contract between Contractor and its Contractors, subcontractors and material suppliers may materially alter
the rights of any Contractor, subcontractor or material supplier to receive prompt and timely payment as provided
herein. Any diversion by Contractor, or any subcontractor, of payments received for work performed on a
contract, or failure to reasonably account for the application or use of such payments, constitutes sufficient
grounds for Valley Metro to take any one or more of the following actions: (1) withhold future payments including
retainage until proper disbursement has been made; (2) refusal of all future Bidders or offers from the Contractor
for a period not to exceed one year; or, (3) cancellation of the contract.
Inclusion of This Provision in Subcontracts. Contractor shall include the provisions of these paragraphs in every
subcontract, including procurement of materials and leases of equipment. Further, as a means of enforcing such
provisions, Contractor shall take such action with respect to any subcontract or procurement as Valley Metro may
direct; provided, however, that, in the event Contractor becomes involved in, or is threatened with, litigation with
a subcontractor or supplier as a result of such direction, Contractor may request METRO to enter into such
litigation to protect the interests of Valley Metro.
No Subcontractor Claim. Nothing contained in this section shall provide a basis for any subcontractor to assert any
claim against Valley Metro for its administration, enforcement or waiver of the provisions of this Prompt Payment
provision.
EXHIBIT C— SPECIAL TERMS AND CONDITIONS Page 3 of 8
ba J. BANICKI CONSTRUCTION, INC.
. SUPPLEMENTAL CONTRACT FOR CONSTRUCTION SERVICES — JOB ORDER CONTRACTING
VALLEY CONTRACT NO. 20017
METRO
8. SUB-CONTRACTOR PAYMENTS
The Contractor agrees to pay each sub-Contractor under this Contract for satisfactory performance of its Contract
no later than seven (7) calendar days from receipt of each payment the prime receives from Valley Metro. The
Contractor agrees further to release retainage payments (if applicable) to each sub-Contractor no later than thirty
(30) calendar days after the sub-Contractor’s work is satisfactorily completed and final payment has been issued
by Valley Metro. Any delay or postponement of payment from the above referenced time frame may occur only
for good cause following written approval from Valley Metro.
9. CONTRACT CLOSEOUT
At the end of the contract period, Valley Metro will review the service to ensure all required deliverables have
been met. This includes, but is not limited to submission and acceptance of all reports and inspection and
inventory of all Valley Metro equipment and facilities provided to the Contractor for the execution of the contract.
Contractor shall resolve any or all outstanding issues within 30 days of contract expiration at which time Valley
Metro will issue a Notice of Final Acceptance to the Contractor to finalize the Contract Closure between both
parties.
Upon receipt of such notice, Contractor shall incur no further costs hereunder, unless otherwise specified in the
Notice of Final Acceptance. Contractor may request issuance of a Notice of Final Acceptance when, in its opinion,
it has satisfactorily completed all Services required under the terms of this Agreement.
Contractor shall keep all records pertaining to the service for a minimum of three (3) years after the contract
expiration and make available said records to Valley Metro or its agents for audit, with advance notice. In the
event of litigation or claims, all records will be maintained until disposition of the litigation or claim.
Contractor shall cooperate with Valley Metro and its agents in the contract closeout process, during the contract
and after the contract expiration date. Final payment or part thereof may be withheld by Valley Metro until the
Contractor completes or resolves all outstanding issues and contract closeout process is complete
10. NOTICES AND COMMUNICATIONS
All notices and other communications concerning this Contract shall be written in English and shall bear the
number assigned to this Contract by Valley Metro. Notices and other communications may be delivered
personally, by telegram, by telephone facsimile, or by regular, certified, or registered mail. Notices and
communications are effective when received.
Prior to issuance of the Notice to Proceed, a notice to Valley Metro will be effective only if it is delivered to Valley
Metro’s Contracts and Procurement Manager, 101 N. 1st Avenue, Suite 1300 Phoenix, Arizona 85003. All
correspondence shall reference the Contract number.
Prior to commencement of Work on the Project, a notice to the Contractor will be effective if it is delivered to the
individual who signed this Contract on behalf of Contractor at the address shown with that signature, to a
corporate officer if Contractor is a corporation, to a general partner if Contractor is a partnership, or to another
individual designated by Contractor in this Contract or in a written notice to Valley Metro.
All notices and other communications required or permitted by this Contract shall be in writing and (i) delivered
in person, (ii) sent by first class mail, (iii) sent by certified first class mail, return receipt requested, postage prepaid,
EXHIBIT C — SPECIAL TERMS AND CONDITIONS Page 4 of 8
AL J. BANICK! CONSTRUCTION, INC.
SUPPLEMENTAL CONTRACT FOR CONSTRUCTION SERVICES — JOB ORDER CONTRACTING
VALLEY CONTRACT NO. 20017
METRO
or (iv) by commercial or United States Postal Service overnight delivery service, to the following addresses or to
such other addresses as the Parties may hereafter designate by written notice. All such notices or other
communications shall be deemed delivered immediately if delivered in person, three (3) days after deposit in the
United States Postal Service first class mail if mailed, upon receipt as indicated on signed certified mail receipt and
on the following Business Day if sent by overnight delivery service.
Christian Jonson, Contracts & Procurement
Valley Metro
101 North First Avenue, Suite 1400
Phoenix, AZ 85003
11, NOTICE OF LABOR DISPUTES
If the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the
timely performance of this Contract, the Contractor immediately should give notice, including all relevant
information, to the Valley Metro Project Manager and the Valley Metro Contracts and Procurement Manager.
The Contractor agrees to insert the substance of this clause, including this paragraph in any subcontract under
which a labor dispute may delay the timely performance of this Contract; except that each subcontract should
provide that in the event its timely performance is delayed or threatened by delay by any actual or potential labor
dispute, the Sub-Contractor should immediately notify the next higher tier Sub-Contractor or the Contractor, as
the case may be, of all relevant information concerning the dispute.
12. COMMUNICATIONS WITH CONTRACTOR’S STAFF
In order to ensure efficient communication of operational needs, Valley Metro staff shall be permitted to
communicate directly with Contractor’s staff regarding day to day issues for the purpose of inquiry as to factual
performance issues. The Valley Metro will not give Contractor’s staff directions concerning performance under
the Contract. Issues which affect the Contract will be communicated through the Project Manager and
Procurement Department.
13, PROJECT KEY PERSONNEL
The Contractor shall appoint an individual acceptable to Valley Metro to serve as the full time Project Manager
for project from NTP through Contract Closeout. The individual shall be responsible for the day to day activities
for management and supervision of the Contract shall serve as the primary contact to Valley Metro. The Project
Manager shall have a minimum of ten (10) years experience managing similar general contracting project
management type size of projects.
No substitution of any personnel who are critical to providing the Services (“Key Personnel”) may be made by the
Contractor without the prior written consent of Valley Metro. In the event any such Key Personnel are terminated
or otherwise become unavailable, the Contractor shall notify the Valley Metro of such termination or unavailability
and temporarily replace such terminated or unavailable Key Personnel within ten (10) Business Days after such
termination or unavailability. The Contractor shall use its best efforts to provide a replacement of such terminated
or unavailable Key Personnel within thirty (30) days after such termination or unavailability. Valley Metro shall
have the right to approve or disapprove the proposed replacement of such Key Personnel in advance and in
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bn J. BANICK] CONSTRUCTION, INC.
SUPPLEMENTAL CONTRACT FOR CONSTRUCTION SERVICES — JOB ORDER CONTRACTING
VALLEY CONTRACT NO. 20017
METRO
writing, such approval to be exercised at the sole and absolute discretion of Valley Metro, but shall not
unreasonably be withheld.
All Key Personnel shall be available to provide the Services for which such Key Personnel are responsible at the
level of effort and during the contract period to assist the Contractor in the performance of its duties hereunder.
The Contractor was chosen to perform the Services based upon its qualifications and experience, and the
qualifications and experience of the Key Personnel. Therefore assignment or transfer of any Services to any third
party is expressly prohibited unless approved in writing by Valley Metro prior to such assignment or transfer of
such Services. The Contractor shall not assign all or any part of its interest in or obligations under this Contract
without Valley Metro’s prior written approval, which approval will not be unreasonably withheld. The Parties
acknowledge that Valley Metro may disapprove a proposed assignment if, as a result of the proposed assignment,
the Key Personnel are not acceptable to Valley Metro. Any assignment in violation of this shall constitute an Event
of Default and is grounds for termination of this Contract, at the reasonable discretion of Valley Metro. Any such
termination shall be effective upon ten (10) days’ prior written notice. In no event shall any putative assignment
create a contractual relationship between Valley Metro and any putative assignee.
14, REMOVAL OF CONTRACTOR’S PERSONNEL
The Contractor acknowledges that any person assigned to work under this Contract must perform their duties so
as to not unduly impair contract performance. By assigning a person to work under this Contract, the Contractor
agrees to be responsible for the behavior of that person during contract performance.
The Contractor acknowledges that Valley Metro has the right to require the removal of any Contractor employee
that Valley Metro determines at its sole discretion to be negatively effecting performance of work under the
contract. Examples of such behavior include: (1) conduct which poses a threat to the safety of anyone working
under the contract; (2) conduct which is disruptive to contract performance; (3) careless work; (4) conduct which
is not appropriate when transporting participants under this Contract.
Upon receipt of written notice from Valley Metro that a person's behavior is unduly impairing contract
performance, the Contractor agrees to remove that person from doing any further work on the Contract, and to
cause that person to be removed from providing service under this Contract. The Contractor agrees that it is not
entitled to any additional costs it may incur as a result of the removal of the person named by Valley Metro.
15. POST AWARD MEETING (OR RESERVED)
Contractor shall attend a post-award kick-off meeting with Valley Metro staff for discussion of the terms and
conditions of Contract. Valley Metro project manager will coordinate this meeting.
16, REPORTING
Contractor shall provide weekly Status Reports to Valley Metro’s Capital Design Manager or his/her designee, as
requested.
17. RISK OF LOSS
The Contractor shall bear all loss of conforming material covered under this Contract until received by authorized
Valley Metro personnel at the location designated in the Contract. Mere receipt does not constitute final
acceptance. The risk of loss for nonconforming materials shall remain with the Contractor regardless of receipt.
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mn
VALLEY
METRO
18.
J. BANICKI CONSTRUCTION, INC.
SUPPLEMENTAL CONTRACT FOR CONSTRUCTION SERVICES — JOB ORDER CONTRACTING
CONTRACT NO. 20017
ANTI-KICKBACK AND GRATUITIES
The Contractor is prohibited from receiving any kickbacks, gratuities, payments, merchandise, equipment,
supplies, services or favors in exchange for directing additional billable services to any Sub-Contractor.
19.
BONDS
A blanket bond amount of $5,000,000 will be provided to be utilized for any and all task orders during the fiscal
year. Bond shall be renewed before the expiring fiscal year for the use in the next preceding fiscal year. Language
identifying the term of use date shall be listed on the bond documents.
Separate bonds may be required if the cumulative total of all task orders excluding next task order issuance
exceeds more than 75% of blanket bond amount.
20.
The following requirements apply to task orders identified with federal funds only:
21,
FEDERALLY FUNDED — TASK ORDERS
* Contractor shall follow outreach requirements per Exhibit E - Disadvantaged Business Enterprise
(DBE) Program of the contract documents.
* All labor wages shall be in accordance with Exhibit D.1 Federal Department of Labor Prevailing
Wage Requirements.
* All materials shall adhere to Buy America requirements identified in Attachment L — Buy America
Certificate and shall provide documentation when requested.
ELIGIBLE AGENCIES
The following Member Agencies may elect to enter into a Participating Addendum during the duration of the
contract term:
PON AN PWN PEP
PPP PRP RPE BB
ONDUORWNRO
City of Phoenix
City of Mesa
City of Tempe
City of Chandler
City of Glendale
City of Avondale
City of Buckeye
City of Goodyear
City of Peoria
. City of Scottsdale
. City of Surprise
. City of Tolleson
. City of El Mirage
. Town of Fountain Hills
. Town of Gilbert
. Town of Wickenburg
. Town of Youngtown
. Maricopa County
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bn J. BANICK! CONSTRUCTION, INC.
. SUPPLEMENTAL CONTRACT FOR CONSTRUCTION SERVICES — JOB ORDER CONTRACTING
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CONTRACT NO. 20017
METRO
22, MASTER AGREEMENT STATEMENT
Master Agreement(s) will constitute the final agreement except for terms and conditions specific to a Member
Agency’s Participating Addendum. The Master Agreement will include, but not be limited to, Valley Metro’s
Special and General Terms and Conditions required to execute a master agreement, the scope of work and
selected portions of the awarded SOQ(s).
23. RIGHTS
Except to the extent modified by a Participating Addendum, each Member Agency shall follow the terms and
conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and
responsibilities for their contracted services as Valley Metro has in the Master Agreement, including but not
limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and
applicable Participating Addendum for their contracted services.
24. DISPUTE PROCESS
During the contract term, Member Agencies that have entered into a Participating Addendum with the
Contractor(s) shall bear all responsibility to resolve disputes and/or claims directly with the Contractor(s).
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