Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
CHASSE BUILDING TEAM, INC.

This Linking Agreement (“Agreement”) is entered into as of this day of » 20 , between
the City of Glendale, an Arizona municipal corporation (“City”), and Chasse Building Team, Inc., an Arizona
corporation, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”

RECITALS

On May 17, 2023 under (1 Government Procurement Alliance(GPA), the Paradise Valley Unified
School District entered into a contract with Contractor to purchase the goods and services described
in the Contract No. 23-15PV-02 Job Order Contracting for General Contractors (“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
services 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 ate 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,
putchases can be made by governmental entities from the date of award, which was May 17, 2023,
until the date the contract expires on May 17, 2024 unless the term of the Cooperative Purchasing
Agreement is extended by the mutual agreement of the original contracting parties. The Cooperative
Purchasing Agreement, however, may not be extended beyond May 17, 2028. ‘The initial period of
this Agreement, therefore, is the period from the Effective Date of this Agreement until May 17,
2024, The City may renew the term of this Agreement for four additional 1 yeat periods until the
Cooperative Purchasing Agreement expites on May 17, 2028. 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.

05/10/2023

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 Agteement. Such terms, conditions and specifications are
specifically incorporated into and ate 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 Two million five hundred thousand dollars ($2,500,000) for the entire 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 same
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
ARS. § 41-4401.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties
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.R.S § 35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and

during the term of this Agreement, will not use:
a. the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods ot setvices produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

05/10/2023

c. any contractors, subcontractors or suppliers that use the forced labor or any goods
ot setvices produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.

10. 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.

11. 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/o Vladan Gluvacevic

6210 W. Myrtle Ave. Suite 111
Glendale, AZ 85301

And

Chasse Building Team, Inc.
c/o Barry Chasse

230 South Siesta Lane
Tempe, AZ 85281

IN WITNESS WHEREOEF, the parties hereto have executed this Agreement as of the date and year set
forth above.

“City” “Contractor”
City of Glendale, an Arizona Chasse Building Team, Inc.,
municipal corporation an Arizona corporation
By: By:
Kevin R. Phelps Name: Barty Chasse
City Manager Title: President
ATTEST:
Julie KK. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

05/10/2023

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
CHASSE BUILDING TEAM, INC.

EXHIBIT A
Contract No. 23-15PV-02 Job Order Contracting for General Contractors

MASTER AGREEMENT NO. 23-15PV-02 PAGE 1 OF 30

JOB ORDER CONTRACTING
MASTER AGREEMENT

THIS AGREEMENT, entered into and made effective this 17% day of May, 2023 by and between 1Government
Procurement Alliance (1GPA), Paradise Valley Unified School District, and CHASSE Building Team, a Corporation with
offices at 230 S. Siesta Lane, Tempe, AZ 85288 (hereinafter referred to as Contractor).

WITNESSETH:

THAT IN CONSIDERATION of the mutual promises and covenants hereinafter contained in this Agreement by these
presents do agree, as follows:

ARTICLE 1
DEFINITIONS

A. The term "Owner" means the Paradise Valley Unified School District #69, and any 1GPA Member utilizing this
agreement, or his duly authorized representative which means any person specifically authorized to act for
Owner by executing the Contract and any modification thereto. Duties include administration of the Contract,
including the negotiation of change orders and modifications and assessing Contractor's technical
performance and progress; inspecting and periodically reporting on such performance and progress during
the stated period of performance, and finally certifying as to the acceptance of the Work in its entirety or any
portion thereof, as required by the Contract documents. All references to the District mean the Paradise
Valley Unified School District #69 or any 1GPA Member utilizing this agreement.

B. The term "Contractor" means Contractor's senior manager or his duly authorized representative, which
means any person specifically authorized to act for Contractor by executing the Contract, and any
modifications thereto. Duties include administration of the Contract, including performance of the Work.

C. The term "Contract" as used herein means this Master Agreement, original Request for Qualifications and all
proposals submitted by awarded firm, including its attachments and any Job Orders that may be issued.

D. The term “Subcontract” as used herein means any agreement including purchase orders (other than one
involving an employer-employee relationship) entered into by Contractor calling for equipment, supplies or
services required for Contract performance, including any modifications thereto.

ARTICLE 2
WORK TO BE PERFORMED

A. In response to Job Orders that may be mutually agreed upon and issued periodically by Owner, Contractor
shall, except as may be specified elsewhere in the Contract, furnish all necessary labor, materials, tools,
supplies, equipment, transportation, supervision, management, and perform all operations necessary and
required for survey, design and construction work (hereinafter called "the Work") which will be defined and
further described as to specific project requirements in each Job Order. The Work shall be performed in
accordance with the requirements set forth in each Job Order and as further specified in Attachment "A"

MASTER AGREEMENT NO. 23-15PV-02 PAGE 2 OF 30

Master Agreement Pricing Coefficients, Attachment "B" Master Agreement Open Book Pricing, and in
Attachment “C” Scope of Services of which are incorporated herein and made a part hereof.

B. This Master Agreement embodies agreement of Owner and Contractor to terms and conditions which will
govern any Work that may be prescribed under a Job Order that may be issued by Owner and agreed to by
Contractor. Nothing herein shall be construed as requiring Owner to issue any Job Order.

ARTICLE 3
WORK AUTHORIZATIONS
A. Performance of the Work shall be undertaken only upon the issuance of written Job Orders by Owner. Job

Orders shall be in accordance with the requirements specified in Attachment "C", Scope of Services, and will
set forth, with the necessary particularity, the following:

1. Master Agreement number along with Contractor's name;
2. Job Order number and date;
3. The agreed Scope of Services and applicable technical specifications and drawings;
4. The agreed period of performance and, if required by Owner, a work schedule;
5. The place of performance;
7. The agreed total amount for the Work to be performed;
8. Submittal requirements;
9. Owner's authorized representative who will accept the completed Work;
10. Signatures by the parties hereto signifying agreement to the Job Order; and
11. Such other information as may be necessary to perform the Work.
B. Job Orders may be amended by Owner in the same manner as they are issued.
ARTICLE 4

SPECIFICATIONS AND DRAWINGS

A. Contractor shall keep on the work site a copy of the drawings and specifications and shall at all times give
Owner access thereto. Anything mentioned in the specifications and not shown on the drawings, or shown
on the drawings and not mentioned in the specifications, shall be of like effect as if shown or mentioned in
both. In case of difference between drawings and specifications, the drawings shall govern. In case of
discrepancy either in the figures, in the drawings, or in the specifications, the matter shall be promptly
submitted to Owner, who shall promptly make a determination in writing. Any adjustment by Contractor
without such a determination shall be at his own risk and expense. Owner shall furnish from time to time
such detail drawings and other information as considered necessary, unless otherwise provided.

MASTER AGREEMENT NO. 23-15PV-02 PAGE 3 OF 30

B. Wherever in the specifications or upon the drawings the words “directed,” “required,” "ordered,"
“designated,” "prescribed," or words of like import are used, it shall be understood that the "direction,”
"requirement," "order," "designation," or "prescription," of Owner is intended and similarly the words
"approved," "acceptable," “satisfactory,” or words of like import shall mean "approved by," or “acceptable to,"
or "satisfactory to" Owner, unless otherwise expressly stated.

Cc. Where "as shown," "as indicated," "as detailed," or words of similar import are used, it shall be understood
that the reference is made to the drawings accompanying the Contract unless stated otherwise. The word
"provided" as used herein shall be understood to mean "provide complete in place," that is "furnished and
installed”.

Dz Shop drawings means drawings submitted to Owner by Contractor showing in detail:
1. The proposed fabrication and assembly of major electrical elements and,
2. The installation (i-e., form, fit and attachment details) of materials or equipment.
3. The construction and detailing of elements of the work.

It includes sketches, diagrams, layouts, schematics, descriptive literature, illustrations, schedules,
performance and test data, and similar materials furnished by Contractor to explain in detail specific portions
of the Work required. Owner may duplicate, use, and disclose in any manner and for any purpose shop
drawings delivered under the Contract.

E. Contractor shall coordinate all shop drawings, and review them for accuracy, completeness, and compliance
with Contract requirements and shall indicate his approval thereon as evidence of such coordination and
review. Shop drawings submitted to Owner without evidence of Contractor's approval may be returned for
resubmission. Owner will indicate his approval or disapproval of the shop drawings and if not approved as
submitted shall indicate Owner's reasons therefore. Any work done before such approval shall be at
Contractor's risk. Approval by Owner shall not relieve Contractor from responsibility for any errors or
omissions in such drawings, or from responsibility for complying with the requirements of the Contract,
except with respect to variations described and approved in accordance with paragraph F below.

F, If shop drawings show variations from the Job Order requirements, Contractor shall describe such variations
in writing, separate from the drawings, at the time of submission. If Owner approves any such variation,
Owner shall issue an appropriate contract modification, except that, if the variation is minor and does not
involve a change in price or in time of performance, a modification need not be issued.

G. Contractor shall submit to Owner for approval an appropriate number of copies of all shop drawings as called
for under the various headings of these specifications. Sets of all shop drawings will be retained by Owner
and one set will be returned to Contractor.

H. Omissions from the drawings or specifications or the mis-description of details of work which are manifestly
necessary to carry out the intent of the drawings and specifications, or which are customarily performed,
shall not relieve Contractor from performing such omitted or mis-described details of the work but they shall
be performed as if fully and correctly set forth and described in the drawings and specifications.

MASTER AGREEMENT NO, 23-15PV-02 PAGE 4 OF 30

1. Contractor shall check all drawings furnished him immediately upon their receipt and shall promptly notify
Owner of any discrepancies. Figures marked on drawings shall be followed in preference to scale
measurements. Large-scale drawings shall govern small-scale drawings. Contractor shall compare all
drawings and verify the figures before laying out the work and will be responsible for any errors, which might
have been avoided thereby.

ARTICLE 5
USE OF SPECIFICATIONS, DRAWINGS AND NOTES

All drawings (to include as-built drawings), sketches, designs, design data, specifications, note books, technical and
scientific data provided to Contractor or developed by Contractor pursuant to the Contract and all pictures, reports,
findings, recommendations, data and memoranda of every description relating thereto, as well as all copies of the
foregoing relating to the work or any part thereof, shall be the property of Owner and may be used by Owner without
any claim by Contractor for additional compensation, unless such material developed by Contractor does not result in
an issued Job Order. In such cases, Contractor will receive reasonable reimbursement for the development of such
materials before Owner uses in any manner whatsoever.

ARTICLE 6
PERMITS AND RESPONSIBILITIES

Contractor shall be responsible for processing of drawings for approval by the civil authorities and for obtaining any
necessary licenses and permits, and for complying with any Federal, State and municipal laws, codes, and regulations
applicable to the performance of the Work. Owner will reimburse Contractor for the actual, documented costs of
construction permits required for the performance of the Work. Contractor shall also be responsible for all damages
to persons or property that occur as a result of Contractor's fault or negligence, and shall take proper safety and health
precautions to protect the Work, the workers, the public, and the property of others. Contractor shall also be
responsible for all materials delivered and work performed until completion and acceptance of the entire Work,
except for any completed unit of work, which may have been accepted in writing under the Contract.

ARTICLE 7
MATERIAL AND WORKMANSHIP

A, All equipment, material, and articles incorporated in the Work covered by this Contract shall be new and of
the most suitable grade for the purpose intended, unless otherwise specifically provided in the Contract.
References in the specifications to equipment, material, article, or patented process by trade name, make, or
catalog number, shall be regarded as establishing a standard of quality and shall not be construed as limiting
competition. Contractor may, at its option, use any equipment, material, article, or process that, in the
judgment of Owner, with written approval, is equal to that named in the specifications, unless otherwise
specifically provided in the Contract.

B. Contractor shall obtain Owner's approval of the machinery and other equipment to be incorporated into the
Work. When requesting approval, Contractor shall furnish to Owner the name of the manufacturer, the model
number, and other information concerning the performance, capacity, nature, and rating of the machinery
and other equipment. When required by the Contract or by Owner, Contractor shall also obtain Owner's
approval of the material or articles, which Contractor contemplates incorporating into the Work. When
requesting approval, Contractor shall provide full information concerning the material or articles. When

MASTER AGREEMENT NO. 23-15PV-02 PAGE 5 OF 30

directed to do so, Contractor shall submit samples for approval. Machinery, equipment, material and articles
that do not have the required approval shall be installed or used at the risk of subsequent rejection.

C. All work under the Contract shall be performed in a skillful and workmanlike manner.

ARTICLE 8

TESTING OF MATERIALS

Contractor shall be responsible for any required testing of materials prior to Job at the site of the Work. Owner will
retain or reimburse Contractor for use of an independent testing laboratory to perform site testing of materials.
Contractor shall be required to use the firm of R.A.M. for any geotechnical testing services in accordance with the unit
pricing established under the District’s term contract for these services as long as this contract remains in effect.

ARTICLE 9

LAYOUT OF WORK

Contractor shall lay out his work in accordance with the Contract plans and specifications and shall be responsible for
all measurements in connection with the layout of the work. Contractor shall furnish, at his own expense, all stakes,

templates, platforms, equipment, tools, materials, and labor required to layout any part of the work. Contractor shall
also be responsible for maintaining and preserving all control points established by Owner.

ARTICLE 10
SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK
A. Contractor acknowledges that he has taken steps reasonably necessary to ascertain the nature and location

of the Work, and that he has investigated and satisfied himself as to the local conditions which can affect the
Work or its cost, including but not limited to:

1. Conditions bearing upon transportation, disposal, handling, and storage of materials;
2. The availability of labor, water, electric power, and roads;
3. Uncertainties of weather, river stages, tides, or similar physical conditions at the site;
4. The conformation and conditions of the ground;
5. The character of equipment and facilities needed preliminary to and during work performance; and
6. Owner's hours and days of operation.
B. Contractor also acknowledges that he has satisfied himself as to the character, quality, and quantity of surface

and subsurface materials or obstacles to be encountered insofar as this information is reasonably
ascertainable from an inspection of the site, including all exploratory work done by Owner, as well as from
the drawings and specifications made a part of the Contract.

ARTICLE 11

MASTER AGREEMENT NO. 23-15PV-02 PAGE 6 OF 30

DIFFERING SITE CONDITIONS

A. Contractor shall promptly, and before the conditions are disturbed, give a written notice to Owner of:
fl, Subsurface or latent physical conditions at the site which differ materially from those indicated in
the Contract, or
2. Unknown physical conditions at the site, of an unusual nature, which differ materially from those

ordinarily encountered and generally recognized as inherent in work of the character provided for
in the Contract.

B. Owner shall investigate the site conditions promptly after receiving the notice. If the conditions do materially
so differ and cause an increase or decrease in Contractor's cost of, or the time required for, performing any
part of the Work, whether or not changes as a result of the conditions, an equitable adjustment shall be made
and the Job Order modified in writing accordingly.

Cc. No request by Contractor for an equitable adjustment to the Job Order under this Article shall be allowed,
unless Contractor has given the written notice required.

D. No request by Contractor for an equitable adjustment to the Job Order for differing site conditions shall be
allowed if made after final payment under this Job Order.

ARTICLE 12
CONTRACT TERM

The term of the Contract shall commence on the date executed by both parties and shall continue until terminated
unless revised in accordance with the terms and conditions of the Contract. Initial term will be for a guaranteed
minimum term of twelve (12) months, with - 4 one-year renewals.

ARTICLE 13
COMPENSATION

As full consideration for the satisfactory performance by Contractor of Work prescribed under the Contract, Owner
shall pay Contractor the amounts specified in the individual Job Orders.

ARTICLE 14
INVOICING AND PAYMENTS

A. Owner shall make progress payments monthly as the Work proceeds, or at more frequent intervals as
determined by Owner, on estimates approved by Owner. Contractor shall use an acceptable invoice form and
shall include supporting documents to reflect a breakdown of the total price showing the amount included
therein for each principal category of the Work, in such detail as requested, to provide a basis for determining
progress payments. In the preparation of estimates of work accomplished, Owner will authorize payment for
material delivered on the site and preparatory work done if Contractor furnishes satisfactory evidence that
it has acquired title to such material and that the material will be used to perform the Work.

MASTER AGREEMENT NO. 23-15PV-02 PAGE 7 OF 30

B. All material and work covered by progress payments made shall, at the time of payment, become the sole
property of Owner, but this provision shall not be construed as:

1. Relieving Contractor from the sole responsibility for all material and work upon which payments
have been made or the restoration of any damaged work; or

2. Waiving the right of Owner to require the fulfillment of all of the terms of the Contract.
Cc. Owner shall pay the amount due Contractor under the Contract within thirty (30) days, after:
1. Completion and acceptance of the Work;
2. Presentation of a properly executed invoice; and
3. Presentation of release ofall claims against Owner arising by virtue of the Contract, other than claims,

in stated amounts that Contractor has specifically excepted from the operation of the release. A
release may also be required of the assignee if Contractor's claim to amounts payable under this
Contract has been assigned. Contractor shall complete a contractor's release form acceptable to

Owner.
D. Contractor shall submit invoices to an address specified by the Owner.
ARTICLE 15
CONSTRUCTION SCHEDULE
A. If requested, within seven days of the Notice to Proceed for each Job Order, Contractor will prepare and

submit to Owner for approval a practicable schedule showing the order in which Contractor proposes to
perform the Work, and the dates on which Contractor contemplates starting and completing the several
salient features of the Work (including acquiring materials, plant and equipment). The schedule may be a
formal computerized schedule or a progress chart in a bar chart format of suitable scale to indicate
appropriately the percentage of Work scheduled for completion by any given date during the period. In either
case the basic information should be the same and the schedule chart must contain as a minimum:

1. A list of the different types of work activities or work elements.

2. Show the logical dependencies (ties) to indicate what work must be accomplished before other work
can begin.

3. Show proposed start and complete dates or time frames for each work activity or work element.

4. Calculate the “weighting” or relative worth each work activity or work element is of the total project

either as a percent or dollar amount.

If Contractor fails to submit a schedule within the time prescribed, Owner may withhold approval of progress
payments until Contractor submits the required schedule.

MASTER AGREEMENT NO. 23-15PV-02 PAGE 8 OF 30

B. Contractor shall submit a progress report every 30 days, or as directed by Owner, and upon doing so shall
immediately deliver the annotated schedule to Owner. If Contractor falls behind the approved schedule,
Contractor shall take steps necessary to improve its progress, including those that may be required by Owner,
without additional cost to Owner. In this circumstance, Owner may require Contractor to increase the
number of shifts, overtime operations, days of work, and to submit for approval any supplementary schedule
or schedules in chart form as Owner deems necessary to demonstrate how the approved rate of progress will
be regained.

Cc. Emergency Work: Contractor will give top priority to any emergency work Owner may have and will allocate
all resources necessary to accomplish such work in accordance with Owner's schedule requirements.

D. Failure of Contractor to comply with the requirements of Owner under this clause shall be grounds for a
determination by Owner that Contractor is not prosecuting the Work with sufficient diligence to ensure
completion within the time specified in the Job Order. Upon making this determination, Owner may terminate
Contractor's right to proceed with the Work, or any separable part of it, in accordance with the default terms
of this Master Agreement.

ARTICLE 16
SUPERINTENDENCE BY CONTRACTOR

Atall times during performance of a Job Order and until the Work is completed and accepted, Contractor shall directly
superintend the Work or assign and have on the work site a competent superintendent who is satisfactory to Owner
and has authority to act for Contractor.

ARTICLE 17
INSPECTION OF CONSTRUCTION

A. Contractor shall maintain an adequate inspection system and perform such inspections as will ensure that
the Work called for conforms to Job Order requirements. Contractor shall maintain complete inspection
records and make them available to Owner. All work shall be conducted under the general direction of Owner
and is subject to inspection and test at all places and at all reasonable times before acceptance to ensure strict
compliance with the terms of the Contract.

B. Owner inspections and tests are for the sole benefit of Owner and do not:
1. Relieve Contractor of responsibility for providing adequate quality control measures;
2. Relieve Contractor of responsibility for damage to or loss of the material before acceptance;
3. Constitute or imply acceptance; or
4, Affect the continuing rights of Owner after acceptance of the complete work under paragraph H
below.
C. The presence or absence of an inspector does not relieve Contractor from any Contract requirement, nor is

the inspector authorized to change any term or condition of the specification without Owner's written
authorization.

MASTER AGREEMENT NO. 23-15PV-02 PAGE 9 OF 30

D. Contractor shall promptly furnish, without additional charge, all facilities, labor, and material reasonably
needed for performing such safe and convenient inspections and tests as may be required by Owner. Owner
may charge to Contractor any additional cost of inspection or test when work is not ready at the time specified
by Contractor for inspection or test, or when prior rejection makes reinspection or retest necessary. Owner
shall perform all inspections and tests in a manner that will not unnecessarily delay the Work. Special, full
size and performance tests shall be performed as described in the Job Order.

E. Contractor shall, without charge, replace or correct work found by Owner not to conform to Job Order
requirements, unless Owner consents to accept the work with an appropriate adjustment in Contract price.
Contractor shall promptly segregate and remove rejected material from the premises.

E. If Contractor does not promptly replace or correct rejected work, Owner may:
1. By contract or otherwise, replace or correct the work and charge the cost to Contractor or
2. Terminate for default Contractor's right to proceed.
G. If, before acceptance of the entire Work, Owner decides to examine already completed work by removing it

or tearing it out, Contractor, on request, shall promptly furnish all necessary facilities, labor, and material. If
the Work is found to be defective or nonconforming in any material respect due to the fault of Contractor or
its subcontractors, Contractor shall defray the expenses of the examination and of satisfactory reconstruction.
However, if the Work is found to meet requirements, Owner shall make an equitable adjustment for the
additional services involved in the examination and reconstruction, including, if completion of the Work was
thereby delayed, an extension of the period of performance time.

H. Unless otherwise specified in the Job Order, Owner shall accept, as promptly as practicable after completion
and inspection, all work required by the Job Order or that portion of the Work Owner determines can be

accepted separately. Acceptance shall be final and conclusive except for latent defects, fraud, gross mistakes
amounting to fraud, or Owner's rights under any warranty or guarantee.

ARTICLE 18

OPERATIONS AND STORAGE AREAS

A. Contractor shall confine all operations (including storage of materials) to areas authorized or approved by
Owner.
B. Temporary buildings (e.g,, storage sheds, shops, offices) and utilities may be erected by Contractor only with

the approval of Owner and shall be built with labor and materials furnished by Contractor without expense
to Owner. The temporary buildings and utilities shall remain the property of Contractor and shall be removed
by Contractor at its expense upon the completion of the Work. With the written consent of Owner, the
buildings and utilities may be abandoned and need not be removed.

C. Contractor shall, under regulations prescribed by Owner, use only established roadways or temporary
roadways constructed by Contractor when and as authorized by Owner. Contractor shall comply with all

Federal, state and local laws and regulations when transporting materials.

ARTICLE 19

MASTER AGREEMENT NO, 23-15PV-02 PAGE 10 OF 30

PROTECTION OF EXISTING VEGETATION, STRUCTURES, UTILITIES
AND IMPROVEMENTS

A. Contractor shall preserve and protect all structures, equipment and vegetation (such as trees, shrubs, and
grass) on or adjacent to the work sites, which are not to be removed and which do not unreasonably interfere
with the work required under the Job Order. Contractor shall only remove trees when specifically authorized
to do so, and shall avoid damaging vegetation that will remain in place. If any limbs or branches of trees are
broken during the Work performance, or by the careless operation of equipment, or by workmen, Contractor
shall trim those limbs or branches with a clean cut and paint the cut with a tree pruning compound as directed
by Owner.

B. Contractor shall protect from damage all existing improvements and utilities (1) at or near the work site and
(2) on adjacent property of a third party, the locations of which are made known to or should be known by
Contractor. Contractor shall repair any damage to those facilities, including those that are the property of a
third party, resulting from failure to comply with the requirements of the Job Order or failure to exercise
reasonable care in performing the Work. If Contractor fails or refuses to repair the damage promptly, Owner
may have the necessary work performed and charge the cost to Contractor.

ARTICLE 20
CLEANING UP AND REFUSE DISPOSAL

Contractor shall at all times keep the work area, including storage areas, free from accumulations of waste materials.
Before completing the Work, Contractor shall remove from the work and premises any rubbish, tools, scaffolding,
equipment, and materials that are not the property of Owner. Upon completing the Work, Contractor shall leave the
work area in a clean and orderly condition satisfactory to Owner. Final cleanup of the premises shall be included in
the Period of Performance of the Job Order. Contractor shall be responsible for all construction refuse disposal
containers and removal from the site. Disposal of any hazardous materials not addressed and priced in the Job Order
will be segregated for disposal by Owner unless Owner requires Contractor to dispose of the materials in which case,
an equitable adjustment in the price will be negotiated and agreed.

ARTICLE 21
WARRANTY OF CONSTRUCTION

A. In addition to any other warranties in any Job Orders, Contractor warrants, except as provided in paragraph
J of this Article, that work performed conforms to the Job Order requirements and is free of any defect in
equipment, material or design furnished, or workmanship performed by Contractor or any of his
subcontractors or suppliers at any tier.

B. This warranty shall continue for a period of two (2) years from the date of final acceptance of the Work. If
Owner takes possession of any part of the Work, in writing, before final acceptance, this warranty shall
continue for a period of two (2) years from the date possession is taken.

C. Contractor shall remedy at Contractor's expense any failure to conform, or any defect. In addition, the
Contractor shall remedy at Contractor's expense any damage to Owner-owned or controlled real or personal
property, when that damage is the result of:

MASTER AGREEMENT NO. 23-15PV-02 PAGE 11 OF 30

i: Contractor's failure to conform to requirements; or
2. Any defect of equipment, material, workmanship, or design furnished.

Contractor shall restore any work damaged in fulfilling the terms and conditions of this article. Contractor's
warranty with respect to work repaired or replaced will run for one (1) year from the date of repair or
replacement.

Owner shall notify Contractor, in writing, within a reasonable time after the discovery of any failure, defect,
or damage.

If Contractor fails to remedy any failure, defect, or damage within a reasonable time after receipt of notice,
Owner shall have the right to replace, repair, or otherwise remedy the failure, defect or damage at
Contractor's expense.

With respect to all warranties, expressed or implied, from subcontractors, manufacturers, or suppliers for
work performed and materials furnished for Job Orders issued under this Master Agreement, Contractor
shall:

1. Obtain all warranties that would be given in normal commercial practice;
2. Require all warranties to be executed, in writing, for the benefit of Owner; and
3. Enforce all warranties for the benefit of Owner;

In the event Contractor's warranty under paragraph B of this Article has expired, Owner may bring suit at its
expense to enforce a subcontractor's, manufacturers, or supplier's warranty.

Unless a defect is caused by the negligence of Contractor or subcontractor or supplier at any tier, Contractor
shall not be liable for the repair of any defects of material or design furnished by Owner nor for the repair of
any damage that results from any defect in Owner-furnished material or design.

Contractor is not responsible for and does not warranty pre-existing work or facilities that may be assigned
to Contractor except to the extent of Contractor's work. Contractor does not assume responsibility for pre-
existing work or facilities that may be connected to or interface with the Work.

This warranty shall not limit Owner's rights under the Inspection of Construction Article of this Contract with
respect to latent defects, gross mistakes, or fraud.

MASTER AGREEMENT NO. 23-15PV-02 PAGE 12 OF 30
ARTICLE 22
CHANGES

A. Owner may, at any time, without notice to the sureties, if any, by written order designated or indicated to be
a change order, make changes in the Work within the general scope of the Job Orders, including changes:

1. In the specifications (including drawings and designs);
2. In Owner-furnished facilities, equipment, materials, services, or site; or
3. Directing acceleration in the performance of the Work.
B. Any other written order from Owner that causes a change shall be treated as a change order under this Article;

provided, that Contractor gives Owner written notice stating the date, circumstances, and source of the order
and that Contractor regards the order as a change order.

C. Except as provided in this Article, no order, statement, or conduct of Owner shall be treated as a change under
this Article or entitle Contractor to an equitable adjustment hereunder.

D. If any change under this Article causes an increase or decrease in Contractor's cost of, or the time required
for, the performance of any part of the Work under a Job Order, whether or not changed by any such order,
Owner shall make an equitable adjustment and modify the Job Order in writing.

E. Contractor must submit any proposal under this Article within ten (10) calendar days after:
1, Receipt of a written change order under Paragraph A above or;
2. The furnishing of a written notice under Paragraph B above,

By submitting to Owner a written statement describing the nature and amount of the proposal, unless this
period is extended by Owner. The statement of proposal for adjustment may be included in the notice under
Paragraph B above.

F. No proposal by Contractor for an equitable adjustment shall be allowed if asserted after final payment for a
Job Order.
ARTICLE 23
PRICING CHANGES
A. Contractor, in connection with any proposal he makes for a Job Order change shall furnish a price breakdown

itemized as required by Owner. Pricing for such changes shall be based on quantities mutually agreed to by
Contractor and Owner and the pricing method approved for that Job Order.

B. Justification shall be furnished for any proposed extension in the period of performance. The proposal,
together with the price breakdown and period of performance extension justification, shall be furnished by
the date specified by Owner.

MASTER AGREEMENT NO. 23-15PV-02 PAGE 13 OF 30

ARTICLE 24
SUSPENSION OF WORK

A. Owner may order Contractor, in writing, to suspend, delay, or interrupt all or any part of the Work for the
period of time that Owner determines appropriate for the convenience of Owner.

B. If the performance of all or any part of the Work is, for an unreasonable period of time, suspended, delayed,
or interrupted by an act of Owner in the administration of a Job Order, or by Owner's failure to act within the
time specified in the Job Order (or within a reasonable time if not specified), an adjustment shall be made for
any increase in the cost of performance of the Job Order necessarily caused by the unreasonable suspension,
delay, or interruption, and the Job Order will be modified in writing accordingly.

Cc. A claim under this Article shall not be allowed for any costs incurred more than 30 calendar days before
Contractor shall have notified Owner in writing of the act or failure to act (but this requirement shall not
apply as to a claim resulting from a suspension order), and unless the claim, in an amount stated, is asserted
in writing as soon as practicable after the termination of such suspension, delay, or interruption, but not later
than the date of final payment under the Job Order.

ARTICLE 25
DISPUTES

Any dispute concerning a question of fact arising under the Contract or a Job Order which is not disposed of by
agreement will be decided by Owner, who will communicate his decision to writing and furnish a copy thereof to
Contractor. Appeals from decisions of the Owner shall be resolved pursuant to the Arizona Administrative Code, Article
10, School District Procurement, Section R7-2-1155, extent required by A.RS., section 12-1518, except as may be
required by other applicable statutes.

ARTICLE 26
TERMINATION FOR CONVENIENCE OF OWNER

A. Owner may terminate performance of work under the Contract in whole or, from time to time, in part if Owner
determines that termination is in Owner's interest. Owner shall effect such termination by delivering to
Contractor a Notice of Termination specifying the extent of termination and the effective date.

B. After receipt of a Notice of Termination, and except as directed by Owner, Contractor shall immediately
proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due
under this Article:

1. Stop work as specified in the notice;

2. Place no further subcontracts or orders (referred to as subcontracts in this Article) for materials,
services or facilities, except as necessary to complete the continued portion of the Work;

3. Assign to Owner, as directed by Owner, all right, title, and interest of Contractor under the
subcontracts to the extent they relate to the work terminated, in which case Owner shall have the
right to settle or to pay any termination settlement proposal arising out of those terminations, or

MASTER AGREEMENT NO, 23-15PV-02 PAGE 14 OF 30

with approval or ratification to the extent required by Owner, settle all outstanding liabilities and
termination settlement proposals arising from the termination of subcontracts, the approval or
ratification of which will be final for purposes of this Article;

4. As directed by Owner, transfer title and deliver to Owner:

a. The fabricated or unfabricated parts, work in process, completed work, supplies, and other
material produced or acquired for the work terminated, and

b. The completed or partially completed plans, drawings, information, and other property that,
ifthe Contract had been completed, would be required to be furnished to Owner;

5. Complete performance of the Work not terminated;

6. Take any action that may be necessary, or that Owner may direct, for the protection and preservation
of the property related to this Contract that is in the possession of Contractor and in which Owner
has or may acquire an interest;

7. Use its best efforts to sell, as directed or authorized by Owner, any property of the types referred to
in paragraph B4 above; provided, however, that Contractor is not required to extend credit to any
purchaser and may acquire the property under the conditions prescribed by, and at prices approved
by, Owner. The proceeds of any transfer or disposition will be applied to reduce any payments to be
made by Owner under the Contract, credited to the price or cost of the Work, or paid in any other
manner directed by Owner.

Cc. After termination, Contractor shall submit a final termination settlement proposal to Owner in the form and
with the certification prescribed by Owner. Contractor shall submit the proposal promptly, but no later than
one year from the effective date of termination, unless extended in writing by Owner upon written request
by Contractor within this one-year period. However, if Owner determines that the facts justify it, a
termination settlement proposal may be received and acted on after one year or any extension.

D. Contractor and Owner may agree upon the whole or any part of the amount to be paid because of the
termination. The amount may include a reasonable allowance for profit on work done. The Contract shall be
amended, and Contractor paid the agreed amount. Paragraph E below shall not limit, restrict, or affect the
amount that may be agreed upon to be paid under this paragraph.

E. If Contractor and Owner fail to agree on the whole amount to be paid Contractor because of the termination
of work, Owner shall pay Contractor the amounts determined as follows, but without duplication of any
amounts agreed upon under Paragraph D above:

1. For Work performed before the effective date of termination, the total (without duplication of any
items) of:

a. The cost of this Work;

b. The cost of settling and paying termination settlement proposals under terminated
subcontracts that are properly chargeable to the terminated portion of the Contract if not
included in subdivision (a) above; and

MASTER AGREEMENT NO. 23-15PV-02 PAGE 15 OF 30

c. A markup, including overhead and profit, on (a) above as is determined for pricing changes.
2. The reasonable costs of settlement of the work terminated, including:
a. Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of

termination settlement proposals and supporting data;

b. The termination and settlement of subcontracts (excluding the amounts of such
settlements); and

Ca Storage, transportation, and other costs incurred, reasonably necessary for the preservation,
protection, or disposition of the termination inventory.

F. Except for normal spoilage, and except to the extent that Owner expressly assumed the risk of loss, Owner
shall exclude from the amounts payable to Contractor under Paragraph E above, the fair value, as determined
by Owner, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to Owner or

toa buyer.
G. In arriving at the amount due Contractor under this Article, there shall be deducted:
1. All unliquidated advances or other payments to Contractor under the terminated portion of the Job
Order;
2. Any claim which Owner has against Contractor under the Contract; and
3. The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired by

Contractor or sold under the provisions of this Article and not recovered by or credited to Owner.

H. If the termination is partial, Contractor may file a proposal with Owner for an equitable adjustment of the
price(s) of the continued portion of the Job Order. Any proposal by Contractor for an equitable adjustment
under this Article shall be requested within ninety (90) calendar days from the effective date of termination
unless extended in writing by Owner. Owner may, under the terms and conditions it prescribes, make partial
payments and payments against costs incurred by Contractor of the terminated portion of the Job Order, if
Owner believes the total of these payments will not exceed the amount to which Contractor will be entitled.

L If the total payments exceed the amount finally determined to be due, Contractor shall repay the excess to
Owner upon demand.

J. Unless otherwise provided in this Contract or by statute, Contractor shall maintain all records and documents
relating to the terminated portion of this Contract for three (3) years after final settlement. This includes all
books and other evidence bearing on Contractor's costs and expenses under this Contract. Contractor shall
make these records and documents available to Owner, at Contractor's office, at all reasonable times, without
any direct charge. If approved by Owner, photographs, microphotographs, or other authentic reproductions
may be maintained instead of original records and documents.

K. Contractor shall have the right of appeal, under the Disputes Article, from any determination made by Owner
under Paragraph C, E, or I, except that if Contractor failed to submit the termination settlement proposal
within the time provided in Paragraph E or I, and failed to request a time extension, there is no right of appeal.
If Owner has made a determination of the amount due under Paragraph C, E, or I, Owner shall pay Contractor

MASTER AGREEMENT NO. 23-15PV-02 PAGE 16 OF 30

the amount determined by Owner if there is no right of appeal or if no timely appeal has been taken, or the
amount finally determined on an appeal.

ARTICLE 27
DEFAULT

A. If Contractor refuses or fails to prosecute the Work, or any separable part, with the diligence that will ensure
its completion within the time specified in the Job Order including any extension, or fails to complete the
Work within this time, after thirty (30) days Owner may, by written notice to Contractor, terminate the right
to proceed with the Work (or separable part of the Work) that has been delayed. In this event, Owner may
take over the Work and complete it by contract or otherwise and may take possession of and use any
materials, appliances, and plant on the work site necessary for completing the Work.

B. Contractor's right to proceed shall not be terminated under this Article, if:

ite: The delay in completing the Work arises from unforeseeable causes beyond the control and without
the fault or negligence of Contractor. Examples of such causes include:

a. acts of God or of the public enemy,

b. acts of Owner in its contractual capacity,

c acts of another contractor in the performance of a contract with Owner,

d. fires,

e. floods,

f. epidemics,

8 quarantine restrictions,

h. strikes,

i. freight embargoes,

j. unusually severe weather (The basis used to define normal weather will be data showing

high and low temperatures, precipitation, and number of days of severe weather in the city
closest to the job area for the previous ten (10) years, as compiled by the United States
Department of Commerce National Weather Service.), or

k. delays of subcontractors or suppliers at any tier arising from unforeseeable causes beyond
the control and without the fault or negligence of both Contractor and the subcontractors or
suppliers; and

2. Contractor, within 30 calendar days from the beginning of any such delay (unless extended by
Owner), notifies Owner in writing of the causes of delay. The Owner shall ascertain the facts and the
extent of delay. If, in the judgment of Owner, the findings of fact warrant such action, the time for