Agreement

LINKING AGREEMENT

BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
BRYCON CORPORATION
This Linking Agreement (“Agreement”) is entered into as of this day of , 20 , between

the City of Glendale, an Arizona municipal corporation (“City”), and Brycon Corporation, a New Mexico
corporation, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”

RECITALS

On May 19, 2020, the Town of Buckeye a member of the S.A.V.E Cooperative, entered into a
contract with Contractor to purchase the goods and services described in the Job Order Contract
No.2020001.01 for General Construction Services (“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 desites 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,
purchases can be made by governmental entities from the date of award, which was May 19, 2020,
until the date the contract expires on May 19, 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 19, 2025. The initial petiod of
this Agreement, therefore, is the period from the Effective Date of this Agreement until May 19,
2024. The City may renew the term of this Agreement for one additional one-year term until the
Cooperative Purchasing Agreement expires on May 19, 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.

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 Agreement. Such terms, 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 three million dollars ($3,000,000) 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 or services 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
or services 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

Brycon Corporation
6915 W. Frye Rd.
Chandler AZ 85226

kfreis@brycon.com

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 BRYCON CORPORATION,

municipal corporation a New Mexico corporation

By: By: TA
Kevin R. Phelps Name: Keith T. Fries »
City Manager Title: Vice President of Construction

ATTEST:

Julie K. 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
BRYCON CORPORATION

EXHIBIT A
Town of Buckeye Job Order Contract No.2020001.01 for General Construction Services

JOB ORDER CONTRACT
BETWEEN
CITY OF BUCKEYE
AND
BRYCON CORPORATION

Contract Number: 2020001.01

This JOB ORDER CONTRACT FOR GENERAL CONSTRUCTION SERVICES (the "Contract") is made
and entered into by and between the City of Buckeye, an Arizona municipal corporation (the
"City") and Brycon Corporation, an Arizona corporation (the “Contractor”}. This Contract is for
General Construction Services, and issued as required by award of individual Job Orders (the

"Project").

RECITALS

A. The City issued a Request for Qualifications entitled “Job Order Contracting for “General
Construction Services” (the “RFQ”) incorporated herein by reference, seeking proposals

from vendors interested in providing construction services.

B. The Contractor submitted a proposal in response to the RFQ (the “Proposal”), attached
hereto as Exhibit A and incorporated herein by reference, and the City desires to enter
into an Agreement with the Contractor for indefinite quantity and indefinite delivery for
various projects related to General Construction Services such as New Building
Construction, Renovations, Site Enhancements, Rehabilitation and Miscellaneous
Construction-related Improvements for the City. The Projects may include Design
Services, preconstruction services, permitting regulatory requirements and as-
built/close-out documents (collectively the “Services”).

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated
herein, and for other good and valuable consideration, the sufficiency of which is hereby

acknowledged, the City and the Contractor agree as follows:

ARTICLE 1
CONTRACT TERM

JOC General Construction
Contract No. 2020001.01
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JOC General Construction

The Contract Time for each Job Order shall start with the Notice to Proceed (“NTP”) and
end with Final Acceptance, as set forth below. The NTP will not be issued until prior

approval and acceptance by City of the Job Order.

The Contract Time is identified in the Job Order as the Contract Duration in terms of
calendar days. Contractor agrees that it will commence performance of the Work after
receiving an official NTP letter and complete the Project through both Substantial
Completion (if applicable) and Final Completion within the Contract Time.

Time is of the Essence of this Contract, and each Job Order issued hereunder, for each
Project, and for each phase and/or designed Milestone thereof.

Failure on the part of Contractor to adhere to the approved Project Schedule will be
deemed a material breach and sufficient grounds for termination of a specific Job Order
and/or this Contract by City. The City will assess liquidated damages as described in each
Job Order for each calendar day of delay beyond the Final Completion date.

ARTICLE 2
OVERVIEW OF JOB ORDER CONTRACTING UNDER THIS CONTRACT

This Contract establishes an indefinite delivery, indefinite quantity, Job Order Contract
for such Services within the scope of this Contract as City may request from time to time
by issuance of an individual Job Order for each Project. Unless otherwise specified in a
specific Job Order, Job Orders generally will not include Design Services and that where
Design Services are necessary, City will provide them under separate contract. There will
be a separate Job Order for each Project that will describe the Work to be provided by
Contractor for that Project. There may be multiple Projects and therefore multiple Job

Orders under this Contract.

The amount to be paid by the City for the Project under each Job Order is the Contract
Price for that Job Order. The Job Order price will include a total amount for each Job Order
priced for the Work described for that Job Order. The Contract Price for any Job Order
will be established as a Firm Fixed Price, subject to the following:

(a) Estimated values for individual projects are estimated at $50,000 to $1,000,000.
Projects may extend into the next fiscal year and beyond, but in no instance will any
one project under this Contract exceed $5,000,000. It is expected that no more than
two (2) projects per year will exceed $1,000,000.

(b) There is no limit on the number of Job Orders that City may issue to the Contractor
during the term of this Contract. Likewise, there is no requirement that the City issue
any Job Orders to the Contractor during the Term of this Contract.

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City shall have the right to perform work of the types included in this Contract itself or to
have other contractors perform such work.

No Contract in relation to any specific Work is in effect until a Job Order has been fully
executed by City and Contractor.

During the Term of this Contract, City will issue an individual Job Order request for
proposal to Contractor for each Project. Each Job Order will have specific instruction
concerning that Job Order. The Contractor will follow these specific instructions when
preparing a response in the form of aJob Order Proposal.

The general steps for development of a Job Order are:

(a) When City identifies a need for performance of a Project under a Job Order; City will
issue an RFP to Contractor and also advise Contractor of the nature of the Work to be
done. At the same time, City will advise the Contractor if Design Services are required
and how those services will be provided. Within seven (7) working days of receipt of

this notification, Contractor will:

(i) Visit the proposed Project Site with City designated representatives; and
(ii) Arrange with City to further define the scope of the Project.

Contractor shall thoroughly acquaint itself with all available information concerning the
conditions of the Work under each Job Order and is responsible for correctly and fully
estimating the difficulty of performing the Work, the actions required to perform the
Work and the cost of successfully performing the Work under each Job Order.

(b) City may arrange for any needed Design Services to produce the Drawings and
Specifications. Design Services will not begin until the scope of Design Services is
approved by City. The Drawings and Specifications developed by the Design Services
are subject to approval by City. if there are no Design Services, City will develop
Drawings and Specifications consisting of a line drawing and a written description of

the contemplated Work.

(c) Upon establishment of the scope of the, Contractor will prepare its proposal for
accomplishment of the Project.

Upon award of a Job Order, a signed copy of the Job Order will be mailed or electronically
forwarded to Contractor. Failure by Contractor to pick up or receive the mailed or
electronic orders shall not relieve Contractor from the obligation to complete the Work
under the Job Order in accordance with the terms of this Contract or the terms of each

Job Order.

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8. City may provide a verbal NTP for the Work in advance of issuing the formal NTP letter
(which will be followed up with a written NTP). Normally, NTP will be issued under
separate cover from the Job Order. The Contract duration starts with the date on the NTP

letter

ARTICLE 3
DEFINITIONS

“addenda” written or graphic instruments issued prior to the submittal of the Proposal{s),
which clarify, correct or change the Proposal(s) requirements.

“Agreement” means the executed agreement between City and Contractor.

“Change Order” means a written instrument issued after execution of a Job Order or this
Contract signed by City and the Contractor, stating their agreement upon all of the following:
the scope of the change in the Work; the amount of the adjustment to the Contract Price;
and the extent of the adjustment to the Contract Time(s).

“City” means the City of Buckeye, a municipal corporation, with whom Contractor has
entered into this Contract and for whom the Services is to be provided pursuant to said

Contract.

“City’s Project Criteria” means information developed by or for the City to describe City’s
program requirements and objectives for the Project, including use, space, price, time, site
and expandability requirements, as well as submittal requirements and other requirements
governing Contractor’s performance of the Work. City’s Project Criteria may include
conceptual documents, design criteria, performance requirements and other Project-specific

technical materials and requirements.
“City’s Representative” means the person designated within this contract.

“Commissioning” means the process for achieving, validating and documenting the
performance of the Project including any works and its systems to meet the design needs and

requirements of the City.

“Construction Documents” means the plans, specifications and drawings prepared by the
Contractor or a Consultant.

“Construction Drawings” means the detailed drawings approved as part of the approved
Construction Documents.

“Construction Work” means the construction component of the Project.

JOC General Construction
Contract No. 2020001.01
Brycon

“Contract Documents” means the following items and documents in descending order of
precedence: (i) all written modifications, amendments and Change Orders to this Contract;
(ii) this Contract, including all exhibits and attachments, executed by City and Contractor to
include each Job Order; (iii) written supplementary conditions; (iv) Construction Documents
prepared and approved; (v) Contractor's approved Variations of the City’s Project Criteria, as
contained in Exhibit A.; (vi) City’s Project Criteria; (vii) Contractor’s Proposal{s), except for
accepted Variations of the City’s Project Criteria, submitted in response to City’s Project

Criteria.

“Contract Price” means the amount or amounts set forth in each awarded Job Order subject
to adjustment in accordance with this Contract.

“Contract Time” means the Days set forth in each awarded Job Order subject to adjustment
in accordance with this Contract.

“Job Order” means a specific written agreement between the City and the Contractor for
Work to be performed under this Contract for an individual, mutually agreed upon scope of

work, schedule and price.

“Day(s)” means calendar days unless otherwise specifically noted in the Contract Documents.

“Deliverables” means the work products prepared by the Contractor in performing the scope
of work described in each Job Order.

“Design Services” means all professional services to be performed or procured by the
Contractor or by City to provide required Project design under this Contract and any

subsequent amendments.

“Job Order Contractor” means the firm, corporation, or other approved legal entity with
whom the City has entered into this Contract to provide services as detailed in this Contract.
The term Contractor may be used to identify the Job Order Contractor.

“Differing Site Conditions” means concealed or latent physical conditions or subsurface
conditions at the Site that, (i) materially differ from the conditions indicated in the Scope of
Work issued with each Job Order or (ii) are of an unusual nature, differing materially from the
conditions ordinarily encountered and generally recognized as inherent in the Work.

“Final Acceptance” means the completion of the Project as prescribed in Article 10.

“Eloat” means the number of Days by which an activity can be delayed without lengthening the
Critical Path and extending the Substantial Completion date.

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Contract No. 2020001.01
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“Legal Requirements” means all applicable federal, state and local Jaws, codes, ordinances,
rules, regulations, orders and decrees of any government or quasi-government entity having
jurisdiction over the Project or Site, the practices involved in the Project or Site, or any Work.

“Notice to Proceed” or “NTP” means the directive issued by the City, authorizing the
Contractor to start Work or a portion of the work.

“Payment Request” means the City form used by the Contractor to request payment for Work

performed.
“Product Data” means illustrations, standard schedules, performance charts, instructions,

brochures, diagrams and other information furnished by the Contractor to illustrate materials
or equipment for some portion of the Work,

“Project” means the Work to be completed in the execution of any awarded Job Order and
as amended and as prescribed as any Scope of Work in identified in each awarded Job Order.
Project means the Work associated with each awarded Job Order issued under this Contract.

“Project Schedule” means a schedule as prescribed in this Contract or subsequent Job Orders.
“Project Record Documents” means the documents created pursuant to Article 12.

“Samples” means physical examples which illustrate materials, equipment or workmanship
and establish standards by which the Work will be judged.

“Schedule of Values (SOV)”, means the Document specified in the construction phase, which
divides the Contract Price into pay items, such that the sum of all pay items equals the
awarded Job Order Price for the Work, or for any portion of the Work having a separate

specified Contract Price.

“Shop Drawings” mean drawings, diagrams, schedules and other data specially prepared for
the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier
or distributor to illustrate some portion of the Work.

“Scheduled Substantial Completion Date” means the calendar date equal to the Notice to
Proceed date established plus the number of Days established in each Job Order.

“Site” means the land or locations on which the Project is located, as more particularly
described in the Job Order.

“Subcontractor” or “Sub consultant” means any person or entity retained by Contractor as
an independent contractor to perform a portion of the Work and shall include material, men

and suppliers.

JOC General Construction
Contract No. 2020001.01
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“Substantial Completion” means the date on which the Work, or an agreed upon portion of
the Work, is sufficiently complete so that City can occupy and use the Project or a portion

thereof for its intended purposes.

“Technical Consultant” means an agent of the City who furnishes project management
assistance (if applicable to a Job Order).

“Variations of the City’s Project Criteria” means agreed changes to the City’s Project Criteria
by both Parties.

“Work” means as defined in Article 5, Paragraph 2.

1.

JOC General Construction

ARTICLE 4
DESIGN PHASE AND DESIGN SERVICES

Costs for Preconstruction services will be included in Contractor’s firm fixed price cost
proposal.

Contractor may also be required to provide incidental Design Services for all or a portion
of the Work to be constructed under a specific Job Order. If consulting services for design
and the preparation of Plans and Specifications are required; they will be paid for as a
separate line item in the Contractor's price proposal. Normally the City will obtain Design
Services from a consultant or prepare design documents using City staff.

ARTICLE 5
CONSTRUCTION SERVICES

Contractor shall perform all Work necessary to construct the Project in accordance with
all applicable Legal Requirements, this Contract and the specifications outlined in each
Job Order, and render the Project and all its components operational and functionally and
legally usable for their intended purpose.

The term "Work" shall mean whatever is done by or required of Contractor to perform
and complete its duties relating to the construction of each Job Order under the Contract,

including, without limitation, the following:

A. Construction of the whole and all parts of the Project in full and strict conformity with
each Job Order;

B. The provision and furnishing, and prompt payment therefore, of all labor, supervision,
services, materials, supplies, equipment, fixtures, appliances, facilities, tools,
transportation, storage, power, fuel, heat, light, cooling, other utilities and things
required for the construction of each Job Order;

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JOC General Construction

C. The procurement and furnishing of all necessary permits and other permits required
for the construction of each Job Order;

D. The creation and submission to City of detailed as-built drawings depicting all as-built
construction;

E. The furnishing of any required surety bonds and insurance as may be required by each
Job Order;

F, The furnishing of all equipment and product warranties, manuals, test results and user
guides required by each Job Order or otherwise reasonably available to Contractor;

G. The furnishing of all other services and things required or reasonably inferable from
the Contract Documents, including the provisions of Article 6 below.

ARTICLE 6
TIME FOR CONSTRUCTION: THE CONTRACT TIME

After City has awarded each Job Order, City shall issue a NTP directing Contractor to
proceed with the Work on the date indicated in the notice (the "Commencement Date").
The notice to commence Work shall be issued at least ten (10) days prior to the

Commencement Date.

Contractor shall commence the Work on the Commencement Date, and the Work shall
be carried out regularly and without interruption. Contractor shail substantially complete
the Work no later than the date established in each Job Order or such other date as may
be issued by a Change Order (the "Scheduled Completion Date"). The number of calendar
days between the effective date of the Contract and the Scheduled Completion Date is
the "Contract Time". Contractor shall achieve Final Completion of the Work no later than
thirty (30) calendar days after achieving Substantial Completion.

Contractor understands that if Substantial Completion for entire project is not attained
by the Scheduled Substantial Completion date, City will suffer damages which are difficult
to determine and accurately specify. Contractor agrees that if Substantial Completion is
not attained by the Scheduled Substantial Completion Date, Contractor shall pay City the
amount established in each Job Order as liquidated damages for each day that Substantial
completion extends beyond the Scheduled Substantial Completion Date.

All limitations of time set forth in each Job Order are material and time is of the essence
of each Job Order.

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ARTICLE 7
ADDITIONAL DUTIES AND RESPONSIBILITIES OF CONTRACTOR

The intent of this Contract is to require complete, correct and timely execution of all Job
Orders awarded for the Construction Work. Any and all Construction Work that may be
required reasonably implied or reasonably inferred by each Job Order as necessary to
produce the intended result shall be provided by Contractor for the Construction Price as

provided in each awarded Job Order.

All Work performed by Contractor shall be in strict compliance with each Job Order.
"Substantial Compliance" is not strict compliance. Any Construction Work not in strict

compliance with each Job Order is defective.

The Construction Work shall be strictly supervised and directed using Contractors best
and highest skill and effort. Contractor shall bear full responsibility for any and all acts or
omissions of those engaged in the Construction Work on behalf of the Contractor.

Contractor warrants and guarantees to City that all labor furnished to perform the
Construction Work under each Job Order will be competent to perform the tasks
undertaken and is the best quality obtainable, that the product of such labor will yield
only superior results in strict compliance with the requirements of each Job Order, that
materials and equipment furnished will be of high quality and new unless otherwise
permitted by the Job Order, and that the Construction Work will be of high quality, free
from faults and defects and in strict conformance with the requirements found in each
Job Order. Any and all Construction Work not strictly conforming to these requirements
shall be considered defective and shall constitute a breach of Contractor's warranty.

Special or specific guarantees and warranties which are required by each Job Order to run
for a fixed period of time shall commence running on the date of Substantial Completion
of all Construction Work. In general, Contractor warrants all work, including labor and
materials, for a period of two (2) years from the date of Substantial Completion, unless

otherwise specified in the Job Order.

Contractor, within fifteen (15) days after the Commencement Date, shall submit to the
Manager of Construction and Contracting for his information, and shall comply with,
Contractor's Schedule of Construction for each Job Order awarded. The Schedule of
Construction shall reflect the performance of all Construction Work on weekdays and
non-holidays. The Schedule of Construction shall be a detailed critical path (CPM)
schedule in a form acceptable to City. The Schedule of Construction shall be revised at
least monthly and shall be revised to reflect conditions encountered from time to time
and shall be related to the entire Project awarded as a Job Order. Each such revision shall
be furnished to the City. Strict compliance with the requirements of this Paragraph shall
be a condition precedent for payment to Contractor, and failure to strictly comply with
this requirement shall constitute a material breach of the Contract. No claim for an

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10.

JOC General Construction

increase in the Construction Price shall be allowed as a result of Contractor basing the
Construction Price upon an early completion schedule, or as a result of delays and costs
attributable to completion later than the planned early completion date.

Contractor shall continuously maintain at the Site, for the benefit of City, an updated copy
of the awarded Job Order, including one record copy of the Job Order Documents marked
to record on a current basis changes, selections and modifications made during
construction. Additionally, Contractor shall maintain at the Site, for the benefit of City, a
copy of all Shop Drawings, Product Data, Samples, and other Submittals, if specified in the
awarded Job Order. Upon Final Completion of the Construction Work, or upon the City's
request, all of the documents described in this Paragraph shall be finally updated and
delivered to City and shall become the property of the City.

Contractor shall review, study, and approve, or take other necessary action upon all Shop
Drawings, Product Data, Samples, and other Submittals to ensure that each Job Order will
be constructed in a timely fashion in strict compliance with the requirements of the
Contract and Job Order. No deviation from, substitution for or other modification from
the Documents shall be allowed by Contractor in a shop drawing or submittal without
written approval, in the form of a Change Order, from City. Contractor shall engage in
prompt and adequate review of Shop Drawing and other Submittals to maintain the
Construction Schedule; Contractor also warrants it will use its best independent
professional judgment in its review to determine compliance with the Contract

Documents.

City shall also, in its discretion, have the right to review and approve Submittals, and if
City so elects, Contractor shall not perform any portion of the Construction Work as to
which the City has required submittal and review until such Submittal has been approved
by the City. Approval by the City, however, shall not be evidence that Construction Work
installed pursuant to the City's approval conforms to the requirements of the Contract
nor shall such approvals relieve Contractor of any of its responsibilities or warranties
under the Contract. If City elects to review Submittals, Contractor shall maintain a
Submittal log which shall include, at a minimum, the date of each Submittal, the date of
any resubmittal, the date of any approval or rejection, and the reason for any approval or
rejection. Contractor shall have the duty to carefully review, inspect and examine any and
all Submittals before submission of same to City. Shop Drawings and other Submittals
from Contractor do not constitute a part of this Contract.

Contractor shall procure from all Subcontractors and Suppliers and shail transmit to the
City, all warranties required by the Contract. Contractor shall review all such warranties
and shall certify to City that the warranties are in strict compliance with the requirements

of the Contract.

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11.

12.

13.

14.

15.

16.

17.

JOC General Construction

Contractor shall prepare or procure and shall transmit to the City all documentation
required by this Contract regarding the operation and recommended maintenance
programs relating to the various elements of the Construction Work.

if required in the Job Order, Contractor shall prepare and provide to the City a complete
set of all as-built drawings which shall be complete and, except as specifically noted, shall
reflect performance of the Construction Work in strict compliance with the requirements

of this Contract.

Contractor shall assume all labor responsibility for all personnel assigned to or contracted
for the performance of the Construction Work and agrees to strictly comply with all its
obligations as employer with respect to said personnel under all applicable labor laws.

Contractor shall be responsible for procuring all tests and inspections required by sound
professional practices and by governmental authorities having jurisdiction over the
Project. Contractor shall submit certified results of such tests to City. If the laws,
ordinances, rules, regulations or orders of any public authority having jurisdiction require
any Construction Work to be specifically inspected, tested, or approved, Contractor shall
assume full responsibility therefore, pay all costs in connection therewith and furnish to
City the required certificates of inspection, testing or approval.

Contractor shall, during the course of the Construction Work, comply with any regulations
or guidelines prescribed by City. Contractor warrants that it will comply with all public
laws, ordinances, rules and regulations applicable to the services to be performed under
the Contract, including without limitation, those relating to the terms and conditions of
the employment of any person by Contractor in connection with the Construction Work

to be performed under the Contract.

Contractor shall perform the Construction Work in accordance with all construction
codes, laws, ordinances or regulations applicable to the design and execution of the
Construction Work. Any fine or penalty which may be imposed as consequence of any
violation of this provision shall be paid by Contractor, and Contractor, to the fullest extent
permitted by the law, shall fully defend, indemnify and hold City harmless for, from and
against all loss, damage, and expense, including attorney's fees, resulting from any such
Violation or alleged violation of codes, laws, ordinances, or regulations, regardless of a
concurrent contribution by City, through negligence or other wrongful act, to such loss,
damage, or expense, except that such indemnity shal! not apply if the violation is solely
and directly caused by a negligent or willful act or omission of City, its officers, agents, or

employees.

All construction and building permits, licenses and authorizations necessary for the
construction of the Project shall be secured and paid for by Contractor. Contractor shall
notify the City when it has received said permits, licenses, and authorizations, and upon
receipt shall supply the City with copies of same. The originals of permits, licenses and

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18.

19.

20.

21.

22.

23,

24.

JOC General Construction

authorizations shall be delivered to the City upon completion of the Construction Work,
and receipt of these documents by City shall be a condition precedent to final payment.
Contractor shall also give and maintain any and all notices required by applicable laws
pertaining to the construction of the Construction Work.

While on City's property, all Contractor's employees and Subcontractors shall confine
themselves to areas designated by the City and will be subject to City's badge and pass
requirements, if any, in effect at the Site of the Construction Work.

Contractor shall take all reasonable steps and legally required measures at the site to
comply with applicable safety regulations and standards and to adequately protect the
Construction Work, stored materials, and temporary structures located on the premises,
and to prevent unauthorized persons from entering upon the site. Contractor shall at all
times safeguard City's property and employees from injury or loss in connection with the
performance of the Contract. Contractor shall at all times safeguard and protect its own
partially or completely finished Construction Work and that of the adjacent property and
all adjacent construction Work from damage. Contractor shall protect City's equipment,
apparatus, machinery, and other property and all adjacent construction Work with
boarding and other safeguards so as to keep the premises free from dampness, dirt, dust,
or other damage and shall remove all such temporary protection upon completion of the

Construction Work.

Unless otherwise instructed by City, Contractor shall repair and return to original
condition all buildings, streets, curbs, sidewalks, utilities or other facilities affected by

Contractor's performance of the Construction Work.

Contractor shall keep the site reasonably clean during performance of the Construction
Work, Upon Final Completion of the Construction Work, Contractor shall thoroughly clean
the site and the Project and remove all waste, debris, trash and excess materials or
equipment, together with Contractor's property therefrom.

At all times relevant to the Contract, Contractor shall provide access to the Construction
Work to City and its designees without formality or other procedure.

The City's decisions in matters relating to aesthetic standards and effect shall be final.

In performing both Design Services and Construction Work under this Contract, the
relationship between City and Contractor is that of independent contractor, and the
execution of this Contract does not change the independent status of Contractor.
Contractor shall exercise independent judgment in performing its duties under this
Contract and is solely responsible for setting working hours, scheduling or prioritizing the
Contract work flow and determining how ail Contract work is to be performed. No term
or provision of this Contract or act of Contractor in the performance of this Contract shall
be construed as making Contractor the agent, servant or employee of City, or making

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Contractor or any of its employees eligible for the fringe benefits, such as retirement,
insurance and worker's compensation, which City provides its employees.

ARTICLE 8
CONTRACT PRICE

City shall pay, and Contractor shall accept, as full and complete payment for all Work
associated with each Job Order the amount approved and awarded to the Contractor as
a Job Order. Each Job Order will be a separate contract under this Contract. The general
terms and conditions will be established by this Contract and special contract provisions

will be established within each Job Order.

Job Order Construction Price, unless changed by Supplemental Agreement or Change
Order, represents the absolute limit of obligation or liability that City may ever have
insofar as the cost for full and final completion of the Work, and the total of all payments
to Contractor or its Subcontractors are concerned. Should additional amounts be required
to be expended, over and above a Job Order Construction Price, to achieve completion of
the Construction Work, including Project construction, and payment to Contractor, in
accordance with this Contract and any Special Provisions included in each awarded Job
Order, liability for and payment of such additional amounts shall be the sole responsibility
of Contractor and its Contract Surety herein, and City shall never be liable for same.

In addition to the Construction Work Contractor will perform, it will also provide all the
usual and necessary traditional construction management services incident to
construction projects of the nature and scope of this Project, for which the Management
Fee described in this Contract is paid. The services required are not intended in any
manner to diminish the overall responsibility of Contractor for the full and final
completion of the Construction Work within the time and cost constraints specified in this

Contract.

City agrees to pay Contractor for the Cost of the Construction Work as defined in each Job
Order, subject to submission by Contractor of all backup substantiation as may be
reasonably required by the City. In no event shall the sum of payments for the Cost of the
Construction Work and any other Contractor compensation exceed the Construction
Price, as adjusted by Change Order. The term "Cost of the Construction Work" shall be
defined in each Job Order and be established as a Firm-Fixed Price Contract.

ARTICLE 9
PAYMENT OF THE CONTRACT PRICE

Payments of the Contract Price will be made monthly as Work progresses, Payment
Applications, covering labor, material, equipment, supplies, and other items completed,
delivered or suitably stored on site during a period ending on the last calendar day of each
month, shall be submitted to the City by the Contractor on the current edition of AIA

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Documents G702 and G703, within five (5) days after end of the period. Payment
Applications shall be notarized shall be supported by such data substantiating the
Contractor's right to payment as the City may require, and reflect retainage, if any, as is
provided, All payments shall be subject to any offset or retainage provisions of the

Contract.

Each payment made to the Contractor shall be on account of the total amount payable to
the Contractor, and title to all Work covered by a paid partial payment shall thereupon
pass to the City. Nothing in this section shall be construed as relieving the Contractor from
the sole responsibility for care and protection of materials and Work upon which
payments have been made, for restoration of any damaged Work, or as a waiver of the
right of the City to require fulfillment of all terms of Contract Documents.

The City, within seven (7) days after receipt of the Payment Application, will either issue
a Certificate for Payment for such amount as is properly due or issue written notice of the
reasons for withholding such a certificate.

The issuance of a Certificate for Payment will constitute a representation by the City,
observations at the site and the data comprising the Application for Payment, that the
Work is in accordance with the Contract Documents (subject to an evaluation of the Work
for conformance with the Contract Documents upon Substantial Completion, to the
results of any subsequent tests required by or performed under the Contract Documents,
to minor deviations from the Contract Documents correctable prior to completion, and
to any specific qualifications stated in his certificate); and that the Contractor is entitled

to payment in the amount certified.

Payment may be withheld in whole or in part to protect the City on account of:

(a) Unsatisfactory job progress as determined by the City.
(b) Defective Work or materials not remedied.

{c) Disputed Work or materials.
{d) Claims or other encumbrances filed or reasonable evidence indicating probable filing

of claims or other encumbrances by Subcontractors or Suppliers, or others.

(e) Failure of the Contractor to make payment to Subcontractors or Suppliers within
seven (7) days after receipt of each progress payment.

(f} A reasonable doubt as determined by the City that the Work can be completed for the
unpaid balance of the Contract Price or within the Contract Time.

(g) The Contractor's failure to perform any of its contractual obligations under the
Contractor Documents, or any other Contract with the City.

(h) Deficiencies or claims asserted by City against Contractor arising from any other
project. Within fourteen (14) days following the receipt of the Certificate of Payment,
the City shall pay to the Contractor 90% of the value of the Work in place and materials
suitably stored at the Site. The remaining 10% shall be retained by the City until the
Contract is 50% completed at which time the retainage shall be reduced to 5%;

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provided that: (a) the Contractor is making satisfactory progress on the Contract; and
(b) in the City's sole judgment, there is no specific cause or claim requiring a greater
amount than 5% to be retained. Thereafter, the City shall pay the Contractor 95% of
the value of the Work, unless and until it determines satisfactory progress is not being
made, at which time the 10% retainage may be reinstated. Such 10% reinstatement
would be 10% of the total contract value of Work in place and materials stored. The
City's sole judgment concerning the satisfactory progress of the Work shall be final.

Within sixty (60) days after the issuance of the Certificate of Final Completion by the City
and receipt of all other documents required by the Contract, all retained amounts shall

be paid to Contractor as part of Final Payment:

(a) The Final Payment shall not become due until the Contractor delivers to the City full
and final unconditional releases from Subcontractors and major Suppliers
acknowledging payment in full. Any claim filed thereafter shall be the responsibility
of the Contractor.

(b) If any claim remains unsatisfied after all payments are made, the Contractor shall
immediately upon demand refund to the City all monies that the latter may be
compelled to pay in discharging such claim including all costs, interest and attorneys’

fees.

ARTICLE 10
SUBSTANTIAL AND FINAL COMPLETION

"Substantial Completion" means that stage in the progression of the Construction Work,
as approved by City in writing, when the Project is sufficiently complete in accordance
with the Contract that City can enjoy beneficial use or occupancy of the entire Project and
can utilize it for all of its intended purposes. A condition precedent to Substantial
Completion is the receipt by City of all necessary authorizations for the use of the Project
required by any governmental or regulatory authority. City reserves the right to use any
part, phase or system of the Project when such part, phase or system is substantially
completed, but such partial use of the Project shall not result in the Project being deemed
substantially complete, and such partial use shall not be evidence of Substantial

Completion.

When Contractor believes that the Construction Work is substantially complete,
Contractor shall notify the City in writing and shall submit to City a list of items remaining
to be completed or corrected. The City, the City's designee, (or an independent consultant
hired by City) will perform an inspection. If the Construction Work is substantially
complete, in the sole opinion of City, City will prepare a Certificate of Substantial
Completion which shall establish the date of Substantial Completion. The Certificate of
Substantial Completion shall state the responsibilities of City and Contractor for Project
security, maintenance, damage to the Construction Work, and insurance, and shall fix the
date, not more than 30 days after the established date of Substantial Completion, within

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which Contractor shall complete any items of incomplete or defective Construction Work.
The Certificate of Substantial Completion shall be submitted to Contractor for its written
acceptance of the responsibilities assigned to it in such certificate.

Upon Substantial Completion of the Construction Work, and upon execution by both City
and Contractor of the Certificate of Substantial Completion, City shall pay Contractor,
within thirty (30) days, all sums due Contractor, including such amount of retainage as
the City in its sole discretion wishes to pay based upon the value of remaining
performance, less the reasonable costs, as determined by City in City's sole discretion, for
completing all incomplete Construction Work and/or any Design Services, correcting and
bringing into strict conformance all defective and nonconforming Construction Work, and
handling all outstanding or threatened claims.

"Final Completion" means the completion of all Work required by, and in strict
compliance with, this Contract, the Job Order, including Contractor's provision to City of
all documents and deliverables required to be provided by the Contract.

When Contractor believes that all of the Construction Work is finally complete, and
Contractor is ready for a final inspection, Contractor shall so notify the City in writing. The
City (or an independent consultant hired by City) will then make final inspection of the
Construction Work and, if the Construction Work is complete in strict accordance with
the Contract, and the Contract has been fully performed, then City will issue a Certificate
for Final Payment, providing for payment of the remainder of the Contract Price, less any

amount withheld pursuant to the Contract.

City shall make final payment of all remaining sums due to Contractor within thirty (30)
days after Final Completion as reflected by City's Certificate for Final Payment, provided
that all documents and deliverables required to be delivered to City under this Contract
have been delivered as required, and provided that all other conditions precedent to

payment have been satisfied.

Prior to being entitled to receive final payment, and as a condition precedent thereto,
Contractor shall furnish City, in the form and manner required by the City, the following:

(a) an Affidavit of Final Payment and Release, in particular certifying that all
Subcontractors and Suppliers have been paid all sums lawfully due to them, and
releasing City from all claims that Contractor had or might have asserted during the
performance of this Contract;

(b) if required by City, separate releases of lien or lien waivers from each Subcontractor,
lower tier subcontractor, laborer, Supplier or other person or entity who has, or might
assert a claim against City or City's property;

(c) consent of surety to final payment;

(d) a complete set of the as-built drawings to include AutoCAD disks and the record set

of Contract Documents; and

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