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CONSTRUCTION CONTRACT - STIPULATED SUM (DESIGN-BID BUILD PROJECT) NE Regional Court Parking Lot Replacement Office of Procurement Services Serial # 220019-DBB Contract # 220019-DBB C-___________ Project # 3853-22-0012 Facilities Management Department MARICOPA COUNTY, ARIZONA NE Regional Court Parking Lot Replacement Serial # 220019-DBB Request for Bids - Design Bid Build Pg. # 2 CONTRACT AGREEMENT THIS AGREEMENT, is made and entered into this 23rd day of December, 2021, by and between MARICOPA COUNTY, hereinafter called the COUNTY, acting by and through its BOARD OF SUPERVISORS, and Cactus Asphalt, A Division of Cactus Transport hereinafter referred to as CONTRACTOR. The CONTRACTOR, for and in the consideration of the sum of $914,000.00 (Nine Hundred Fourteen Thousand Dollars, and No Cents) Base Bid 2 Unit prices, if any, are as follows: N/A_______________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ to be paid to him by the COUNTY, in the manner and at the times hereinafter provided, and in consideration of the other covenants and agreements herein contained, hereby agrees for itself, its heirs, executors, administrators, successors, and assigns as follows: ARTICLE I - SCOPE OF WORK: CONTRACTOR shall construct, and complete in a workmanlike manner and to the satisfaction of the FMD Director, a project for the Maricopa County FMD, designated as Serial # 220019-DBB, NE Regional Court Parking Lot Replacement, and furnish at its own cost and expense all necessary machinery, equipment, tools, apparatus, materials, and labor to complete the work in the most workmanlike manner according to the Plans and Specifications on file with the Maricopa County FMD, and listed herein, together with modifications of the same and other directions that may be made by the Maricopa County FMD as provided herein. ARTICLE II - CONTRACT DOCUMENTS: The Contract Documents (Invitation to Bid, Plans, Construction Special Provisions , Addenda issued prior to the execution of this Agreement, if any, General Conditions, General Requirements, Specifications, Maricopa Association of Governments (MAG) Standard Specifications and Uniform Standard Details, and the latest revisions thereto, Maricopa County Supplement to M.A.G. Uniform Standard Specifications for Public Works Construction, Bid, Affidavits, Performance Bond, Payment Bond, Certificates of Insurance, and Change Orders, if any,) are by this reference made a part of this Contract and shall have the same effect as though all of the same were fully inserted herein. This Contract, including the Contract Documents, represents the entire and integrated agreement between the parties and supersedes any prior negotiations, representations, or agreements, either written or oral. All amendments to this Contract shall be in writing and approved/signed by both parties. ARTICLE III - TIME FOR COMPLETION: CONTRACTOR further covenants and agrees at its own cost and expense, to do all work as aforesaid for the construction of said improvements and to completely construct the same and install the material therein, as called for by this agreement free and clear of all claims, liens, and charges whatsoever, in the manner and under the conditions specified and within the time, or times, stated in the Bid pamphlet and this Contract. The date for the commencement of the work will be set by a Notice to Proceed issued by the Owner. The time for completion will be measured from the date of commencement. ARTICLE IV - SUBSTANTIAL COMPLETION: The CONTRACTOR shall achieve Substantial Completion of the work not later than 180 days from the date of commencement subject to adjustments to the Contract Time as provided for herein. Final Completion shall be achieved in 30 days after Substantial Completion, subject to adjustments to the Contract Time as provided for herein. NE Regional Court Parking Lot Replacement Serial # 220019-DBB Request for Bids - Design Bid Build Pg. # 3 ARTICLE V - PAYMENTS: For and in consideration of the satisfactory performance of the work as set forth in the Contract Documents, which are a part hereof, and in accordance with the directions of the COUNTY, through its Design Professional, the COUNTY agrees to pay the said CONTRACTOR the amount earned, (and, if unit prices are applicable the sum due as computed from actual quantities of work performed and accepted, or materials furnished at the unit bid price on the Bid made a part hereof) and to make such payment in accordance with the requirements of A.R.S. § 34-221, as amended. CONTRACTOR agrees to discharge its obligations and to make payments to its subcontractors and suppliers in accordance with A.R.S. § 32-1129, the Prompt Pay Act. ARTICLE VI - LIQUIDATED DAMAGES: Liquidated damages are provided for in this Contract, as explained in the General Conditions to this Contract. Upon failure of Contractor to substantially complete the Project within the specified period of time, plus approved time extensions, Contractor shall pay to OWNER the maximum sum of Eight Hundred Sixteen Dollars and No Cents ($816.00.) for each calendar day after the time specified in Article IV above. The actual liquidated damages cost, including back-up will be forwarded to the Contractor. In any case the actual liquidated damages amount shall not exceed the maximum sum indicated above. After Substantial Completion, should Contractor fail to complete the remaining work within the time specified in Article IV above, plus approved time extensions thereof, for completion and readiness for Final Completion, Contractor shall pay to OWNER the maximum sum of Eight Hundred Sixteen Dollars and No Cents ($816.00.) for each calendar day after the time specified in Article IV above. The actual liquidated damages cost, including back-up will be forwarded to the Contractor. In any case the actual liquidated damages amount shall not exceed the maximum sum indicated above. These amounts are not penalties but are liquidated damages to OWNER for its inability to obtain full beneficial occupancy of the Project. ARTICLE VII - TERMINATION: The COUNTY hereby gives notice that pursuant to A.R.S. § 38-511 A, this contract may be canceled without penalty or further obligation within three years after execution if any person significantly involved in initiation, negotiation, securing, drafting or creating the contract on behalf of the COUNTY is, at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or a Contractor to any other party of the contract with respect to the subject matter of the contract. Cancellation under this section shall be effective when written notice from the COUNTY is received by all of the parties to the contract. In addition, the COUNTY may recoup any fee or commission paid or due to any person significantly involved in initiation, negotiation, securing, drafting or creating the contract on behalf of the COUNTY from any other party to the contract arising as a result of the contract. ARTICLE VIII - TERMINATION FOR DEFAULT: If the CONTRACTOR should be adjudged bankrupt or should make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, the COUNTY may terminate the Contract. If the CONTRACTOR should repeatedly refuse or should fail, except in cases for which extension of time is provided, to provide enough properly skilled workers or proper materials, or repeatedly disregard laws and ordinances, or fail to meet deadlines or not proceed with work, or otherwise be guilty of a material breach of any provision of this Contract, then the COUNTY may terminate the Contract. Prior to termination of the Contract, the COUNTY shall give the Contractor fourteen (14) calendar day’s written notice. Upon receipt of such termination notice, the Contractor shall be allowed fourteen (14) calendar days to cure such deficiencies. In the event of termination under this paragraph, all documents, data, and reports prepared by the CONTRACTOR under this Contract shall become the property of and be delivered to the COUNTY upon demand. Sums claimed due by the CONTRACTOR shall not be paid until the Work has been completed and such payment shall only be made after deduction damages caused by the default. In the event a termination for default is determined to be without cause, it shall be deemed to be a termination for convenience. NE Regional Court Parking Lot Replacement Serial # 220019-DBB Request for Bids - Design Bid Build Pg. # 4 ARTICLE IX - TERMINATION FOR CONVENIENCE: The COUNTY reserves the right to terminate the Contract, in whole or in part at any time, when in the best interests of the COUNTY without penalty or recourse. Upon receipt of the written notice, the CONTRACTOR shall immediately stop all work, as directed in the notice, notify all subcontractors of the effective date of the termination and minimize all further costs to the COUNTY. In the event of termination under this paragraph, all documents, data and reports prepared by the CONTRACTOR under the Contract shall become the property of and be delivered to the COUNTY upon demand. The CONTRACTOR shall be entitled to receive just and equitable compensation for work in progress, work completed and materials accepted before the effective date of the termination. No lost “future profits” will be paid to the CONTRACTOR. ARTICLE X - SUSPENSION OF WORK: The Owner may order the CONTRACTOR, in writing, to suspend, delay, or interrupt all or any part of the work of this Contract for the period of time that the Owner determines appropriate for the convenience of the COUNTY. If the performance of all or any part of the work is, for an unreasonable period of time, suspended, delayed, or interrupted (1) by an act of the Owner in the administration of this Contract, or (2) by the Owner’s failure to act within the time specified in this Contract (or within a reasonable time if not specified), an adjustment shall be made for any increase in the cost of performance of the Contract (excluding profit) caused by the unreasonable suspension, delay, or interruption, and the contract will be modified in writing accordingly. However, no adjustment shall be made under this provision for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault of negligence of the Contractor, or for which an equitable adjustment is provided (or excluded) under any other term or condition of this Contract. A claim under this provision shall not be allowed: For any costs incurred more than 14 days before the CONTRACTOR has notified the Owner in writing of the act or failure to act involved (but this requirement shall not apply as to a claim resulting from a suspension order); and unless the claim, in an amount stated, is made in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the Contract. ARTICLE XI - NEGOTIATION CLAUSE: Recovery of damages related to expenses incurred by CONTRACTOR for a delay for which the COUNTY is responsible, which is unreasonable under the circumstances and which was not within the contemplation of the parties to the contract, shall be negotiated between CONTRACTOR and the COUNTY. This provision shall be construed so as to give full effect to any provision in the contract which requires notice of delays, provides for neutral evaluation and arbitration or other procedure for settlement, or provides for liquidated damages. ARTICLE XII - COMPLIANCE WITH LAWS: CONTRACTOR is required to comply with all Federal, State and local ordinances and regulations. CONTRACTOR'S signature on this contract certifies compliance with the provisions of the I-9 requirements of the Immigration Reform Control Act of 1986 for all personnel that CONTRACTOR and any subcontractors employ to complete this project. The COUNTY will perform in accordance with the provisions of the Maricopa County Procurement Code. The CONTRACTOR warrants that it is in compliance with A.R.S. §41-4401 (regarding immigration) and further acknowledges: (1) The CONTRACTOR and its sub-contractors, if any, warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. §23-214, subsection A; (on e-verification, etc.). After December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the e-verify program and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. (2) A breach of a warranty under subsection 1 above, shall be deemed a material breach of the contract that is subject to penalties up to and including termination of the Contract; NE Regional Court Parking Lot Replacement Serial # 220019-DBB Request for Bids - Design Bid Build Pg. # 5 (3) The COUNTY retains the legal right to inspect the papers of any CONTRACTOR or sub- contractor employee who works on the contract to ensure that the CONTRACTOR or sub- contractor is complying with the warranty provided under subsection 1 above and that the CONTRACTOR agrees to make all papers and employment records of said employee(s) available during normal working hours in order to facilitate such an inspection. (4) Nothing herein shall make any CONTRACTOR or sub-contractor an agent or employee of the COUNTY. ARTICLE XIII - SBE PROGRAM: It is Maricopa County’s policy to endeavor to ensure in every way possible that small business participation firms shall have the opportunity to provide professional services, materials, and contractual services to the County in a nondiscriminatory manner. ARTICLE XIV – SBE PARTICIPATION PAY FORM: This form (copy attached) is to be submitted with each pay application or invoice. Any pay application or invoice without this form attached is subject to rejection as not being a completed pay application or invoice pursuant to the terms of the contract. ARTICLE XV - ANTI-DISCRIMINATION PROVISION: CONTRACTOR agrees not to discriminate against any employee or applicant for employment because of race, age, color, religion, sex, disability, or national origin, and further agrees not to engage in any unlawful employment practices. CONTRACTOR further agrees to insert the foregoing provision in all subcontracts hereunder. CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009- 09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009- 09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona’s website http://www.azgovernor.gov/dms/upload/EO_2009_09.pdf which is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, CONTRACTOR shall not discriminate against any employee, client or any or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. ARTICLE XVI – INFLUENCE: As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct, or any unethical conduct, may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes, but is not limited to: (1) A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type valuable contribution or subsidy; (2) That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. ARTICLE XVII – AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. NE Regional Court Parking Lot Replacement Serial # 220019-DBB Request for Bids - Design Bid Build Pg. # 6 ARTICLE XVIII– ALTERNATIVE DISPUTE RESOLUTION See Exhibit A for Alternative Dispute Resolution. ARTICLE XIX UNIFORM ADMINISTRATIVE REQUIREMENTS: When applicable and by entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. Digitally signed by Charles Jones DN: C=US, E=charles.jones@maricopa.gov, O="Maricopa County ", OU=Facilities Management, CN=Charles Jones Date: 2022.01.03 14:30:31-07'00' NE Regional Court Parking Lot Replacement Serial # 220019-DBB Request for Bids - Design Bid Build Pg. # 8 EXHIBIT A - ALTERNATIVE DISPUTE RESOLUTION 1.1 Scope. Notwithstanding anything to the contrary provided elsewhere in the Contract, the alternative dispute resolution (“ADR”) process provided herein shall be the exclusive means for resolution of claims or disputes arising under or related to the Contract, the interpretation thereof or the performance or breach by any party thereto, including but not limited to original claims or disputes asserted as cross claims, counterclaims, third party claims or claims for indemnity or subrogation, in any threatened or ongoing litigation or arbitration with third parties, if such disputes involve parties to contracts containing this ADR provision. No changes can be made to this process without the mutual assent of the County and the claimant. The parties have structured this procedure with the goal of providing for the prompt, efficient and final resolution of all disputes falling within the purview of this ADR process. 1.2 Meeting of Principals. When a claim is made or a dispute (hereafter “dispute”) as described in Paragraph 1.2 arises, senior representatives of the County and the claimant will meet personally within ten (10) business days to discuss the dispute and attempt to resolve it. If, after good faith efforts, resolution is not achieved, the dispute will proceed to mediation. 1.3 Qualifications of Mediator and Arbitrators. Any person selected as mediator or arbitrator, either as single arbitrator as a member or Chair of the arbitration panel, shall be a member of the State Bar of Arizona and have experience in construction law. 1.4 Mediation. If the parties have been unable to resolve the dispute after a meeting of principals, the parties may enter into mediation. The parties shall jointly select a mediator. The parties may mutually agree to waive mediation and proceed directly to arbitration. If the mediation process is requested by either party, the mediation period shall be informal and shall not exceed sixty (60) calendar days from the selection of the mediator. During the mediation process either party may terminate mediation on written notice to the other party and the mediator. 1.5 Binding Arbitration Procedure. The following binding arbitration procedure shall serve as the exclusive method to resolve a dispute if mediation is unsuccessful, if mediation has been waived by the parties, or if a party requests arbitration during the mediation process. Except as provided in Section 1.7.5 and 1.7.9, the decision of the arbitrator or arbitrator panel is final and binding on the parties and not subject to further judicial review. 1.5.1 A party requesting binding arbitration shall notify the other party of their demand for arbitration in writing within seven (7) calendar days of (1) the failure of mediation; (2) waiver of mediation; or (3) of the party’s demand to terminate mediation. 1.5.2 If the Contractor requests arbitration it shall post a cash bond with the arbitrator in an amount agreed upon by the parties or, in the event of no agreement, the arbitrator shall establish the amount of the cash bond to defray the cost of the arbitration and the proceeds from the bond shall be allocated in accordance with paragraph 1.7.7. The bond must be in the full amount agreed upon or as established by the Arbitrator to pay the potential cost of the full arbitration proceeding. The bond must be posted with and received by the arbitrator within five (5) calendar days after the demand for arbitration. 1.5.3 Disputes involving less than $200,000 shall be heard by one single arbitrator chosen by agreement of the parties. If the parties cannot agree on the single arbitrator, then the parties NE Regional Court Parking Lot Replacement Serial # 220019-DBB Request for Bids - Design Bid Build Pg. # 9 shall each submit two names to a Judge designated by Maricopa County who shall select the single arbitrator. 1.5.4 For disputes in excess of $200,000, the arbitration panel shall consist of three arbitrators: the County's appointed arbitrator, the Contractor's appointed arbitrator and a third arbitrator who shall be selected by the parties' arbitrators and serve as the Chair of the arbitration panel. 1.5.5 The arbitration is to be convened and administered under the Revised Uniform Arbitration Act (“RUAA”) (A.R.S. § 12-3001 et seq.) and the American Arbitration Association Construction Rules shall serve as a guideline for proceedings, thus as a supplement to the RUAA. 1.6 Expedited Hearing. Any party can request the single arbitrator or the Chair of the arbitration panel to set an expedited hearing. If the single arbitrator or the Chair of the arbitration panel determines that the circumstances justify it, the single arbitrator or the Chair of the arbitration panel will arrange for scheduling of the arbitration at the earliest possible date. In any event, the hearing of any dispute not expedited will commence as soon as practical but in no event later than thirty (30) calendar days after notification of request for arbitration having been received. This deadline can be extended only with the consent of all the parties to the dispute, or by decision of the single arbitrator or the Chair of the arbitration panel upon a showing of good cause. 1.7 Procedure. The single arbitrator or the arbitration panel will conduct the hearing in such a manner that will resolve disputes in a prompt, cost efficient manner giving regard to the rights of all parties. Each party shall supply to the single arbitrator or arbitration panel a written pre-hearing statement which shall contain a brief statement of the nature of the claim or defense, a list of witnesses and exhibits, a brief description of the subject matter of the testimony of each witness who will be called to testify, and an estimate as to the length of time that will be required for the arbitration hearing. The single arbitrator or the Chair of the arbitration panel shall determine the nature and scope of discovery, if any, and the manner of presentation of relevant evidence consistent with deadlines provided herein, and the parties’ objective that disputes be resolved in a prompt and efficient manner. No discovery may be had of any materials or information for which a privilege is recognized by Arizona law. The single arbitrator or the Chair upon proper application shall issue such orders as may be necessary and permissible under law to protect confidential, proprietary or sensitive materials or information from public disclosure or other misuse. Any party may make application to the Maricopa County Superior Court to have a protective order entered as may be appropriate to confirm or enforce such orders of the Chair. 1.7.1 Hearing Days. In order to effectuate parties’ goals, the hearing once commenced, will proceed from working day to working day until concluded, absent a showing of good cause. 1.7.2 Award. The single arbitrator shall within ten (10) calendar days of the conclusion of a hearing issue an award. The arbitration panel shall, within ten (10) calendar days from the conclusion of any hearing, by majority vote, issue its award. The award shall include an allocation of fees and costs pursuant to 1.7.7 herein. The award is to be in accordance with the Contract and the law of the State of Arizona. 1.7.3 Scope of Award. Regardless of the provisions of the RUAA, the arbitration panel shall be without authority to award punitive damages, and any such punitive damage award shall be void. If an award is made against any party in excess of one hundred thousand dollars ($100,000), exclusive of interest, arbitration fees, costs and attorneys’ fees, it shall be NE Regional Court Parking Lot Replacement Serial # 220019-DBB Request for Bids - Design Bid Build Pg. # 10 supported by written findings of fact, conclusions of law and a statement as to how damages were calculated. 1.7.4 Jurisdiction. The arbitration panel shall not be bound for jurisdictional purposes by the amount asserted in any party’s claim, but shall conduct a preliminary hearing into the question of jurisdiction over the claim as regards its amount upon application of any party at the earliest convenient time, but not later than the commencement of the arbitration hearing. If the dispute is determined to involve less than $200,000, the arbitration shall continue before the Neutral Arbitrator as a single arbitrator, with the party appointed arbitrators being excused. 1.7.5 Entry of Judgment. As provided in the RUAA, any party can make application to the Maricopa County Superior Court for confirmation of an award, and for entry of judgment on it. 1.7.6 Severance and Joinder. To reduce the possibility of inconsistent adjudications, the Mediator or the single arbitrator or arbitration panel, may: (i) at the request of any party, join and/or sever parties, and/or claims arising under other contracts containing this ADR provision, and (ii) the Mediator, on his own authority, or the single arbitrator or arbitration panel may, on its own authority, join or sever parties and/or claims subject to this ADR process as deemed necessary for a just resolution of the dispute, consistent with the parties’ goal of the prompt and efficient resolution of disputes, provided; however, that the A/E, Owner and Project Professionals shall not be joined as a party to any claim made by a Contractor. Nothing herein shall create the right by any party to assert claims against another party not arising under or related to the Contract or not recognized under the substantive law as applicable to the dispute. Neither the Mediator nor the single arbitrator or arbitration panel is authorized to join to the proceeding parties not in privity with the County. The CONTRACTOR cannot be joined to any pending arbitration proceeding, without CONTRACTOR’s express written consent and unless CONTRACTOR is given the opportunity to participate in the selection of the single arbitrator or non-County appointed arbitrator. 1.7.7 Fees and Costs. Each party shall bear its own fees and costs in connection with any informal hearing before the mediation. All fees and costs associated with any arbitration before the single panel or arbitration panel, including without limitation the arbitrator fees, and the prevailing party’s reasonable attorneys’ fees, expert witness fees and costs, will be paid by the non-prevailing party, except as provided for herein. In the event that CONTRACTOR is the non-prevailing party, all fees and costs as noted above shall first be paid out of the bond posted with the arbitrator. In no event shall the CONTRACTOR’s obligation to pay fees and costs be limited to the amount of the bond posted herein. In no event shall any arbitrator’s hourly fees be awarded in an amount in excess of $250 per hour and (i) costs shall not include any travel expenses in excess of mileage at the rate paid by Maricopa County, not to exceed a one way trip of 150 miles, and (ii) all travel expenses, including meals, shall be reimbursed pursuant to the travel policy of Maricopa County in effect at the time of the hearing. The determination of prevailing and non-prevailing parties, and the appropriate allocation of fees and costs, will be included in the award by the single arbitrator or arbitration panel. 1.7.8 Confidentiality. Any proceeding initiated under this ADR provision shall be deemed confidential to the maximum extent allowed by Arizona law and, except for disclosures to a party’s attorneys or accountants, no party shall make any disclosure related to the NE Regional Court Parking Lot Replacement Serial # 220019-DBB Request for Bids - Design Bid Build Pg. # 11 disputed matter or to the outcome of any proceeding except to the extent required by law, or to seek interim equitable relief, or to enforce an agreement reached by the parties or an award made hereunder. This provision does not affect the County’s right to inform the County Supervisors of the dispute. 1.7.9 Equitable Litigation. Notwithstanding any other provision of ADR to the contrary, any party can petition the Maricopa County Superior Court for interim equitable relief as may become necessary to preserve the status quo and prevent immediate and irreparable harm to a party or to the Project pending resolution of a dispute pursuant to ADR provided herein. No court may order any permanent injunctive relief except as may be necessary to enforce an order entered by the arbitration panel. The fees and costs incurred in connection with any such equitable proceeding shall be determined and assessed in ADR. 1.7.10 Change Order. Any award in favor of the CONTRACTOR against the County or in favor of the County against the CONTRACTOR shall be reduced to a Change Order and executed by the parties in accordance with the award and the provisions of the Contract or a settlement agreement as appropriate. 1.7.11 Merger and Bar. Any claim asserted pursuant to this ADR process shall be deemed to include all claims, demands, and requests for compensation for costs and losses or other relief, including the extension of the Contract performance period which reasonably should or could have been brought against any party that was or could have been brought into this ADR process, with respect to the subject claim. The arbitration panel shall apply legal principles commonly known as merger and bar to deny any claim or claims against any party regarding which claim or claims recovery has been sought or should have been sought in a previously adjudicated claim for an alleged cost, loss, breach, error, or omission. 1.8 Inclusion in Other Contracts. The CONTRACTOR shall cooperate with the County in efforts to include this ADR provision in all other Project contracts. END OF EXHIBIT