Cooperative Agreement

MASTER AGREEMENT NO. 23-15PV-04 
 
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JOB ORDER CONTRACTING  
MASTER AGREEMENT 
 
 
THIS AGREEMENT, entered into and made effective this 17th day of May, 2023 by and between 1Government 
Procurement Alliance (1GPA), Paradise Valley Unified School District, and CORE Construction, Inc., a Corporation with 
offices at 3036 E. Greenway Rd, Phoenix, AZ 85032 (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-04 
 
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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.

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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. 
 
C. 
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". 
 
D. 
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-04 
 
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I. 
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-04 
 
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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-04 
 
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DIFFERING SITE CONDITIONS 
 
A. 
Contractor shall promptly, and before the conditions are disturbed, give a written notice to Owner of: 
 
1. 
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. 
 
C. 
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.

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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. 
 
C. 
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 of all 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.

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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. 
 
C. 
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 
 
At all 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.

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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.  
 
F. 
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

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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:

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1. 
Contractor's failure to conform to requirements; or 
 
 
2. 
Any defect of equipment, material, workmanship, or design furnished. 
 
D. 
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. 
 
E. 
Owner shall notify Contractor, in writing, within a reasonable time after the discovery of any failure, defect, 
or damage. 
 
F. 
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. 
 
G. 
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; 
 
H. 
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. 
 
I. 
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.  
 
J. 
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. 
 
K. 
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.

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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.

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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.   
 
 
C. 
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.R.S., 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-04 
 
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, 
if the 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. 
 
C. 
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-04 
 
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 
 
c. 
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 
to a 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. 
 
I. 
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-04 
 
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: 
 
1. 
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, 
 
 
 
 
 
g. 
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

MASTER AGREEMENT NO. 23-15PV-04 
 
PAGE 17 OF 30   
completing the Work shall be extended.  The findings of Owner shall be final and conclusive on the 
parties, but subject to appeal under the Disputes Article. 
 
C. 
If, after termination of Contractor's right to proceed, it is determined that Contractor was not in default, or 
that the delay was excusable, the rights and obligations of the parties will be the same as if the termination 
had been issued for the convenience of Owner. 
 
D. 
The rights and remedies of Owner in this Article are in addition to any other rights and remedies provided by 
law or under this Contract. 
 
ARTICLE 28 
 
SAFETY 
 
A. 
Contractor shall be responsible for compliance with all safety rules and regulations of the Federal 
Occupational Safety and Health Act of 1970, all applicable State and local laws, ordinances, and regulations 
during the performance of the Work.  Contractor shall indemnify Owner for fines, penalties, and corrective 
measures that result from the acts of commission or omission of Contractor, its subcontractors, if any, agents, 
employees, and assigns and their failure to comply with such safety rules and regulations. 
 
B. 
Contractor shall furnish and enforce the use of individual protective equipment as needed to complete the 
Work, including hard hats, rain gear, protective foot wear, protective clothing and gloves, eye protection, ear 
protection, respirators, safety belts, safety harnesses, safety lifelines and lanyards, and high visibility 
reflective safety vests. 
 
C. 
Contractor shall provide his employees safety training to include special training prior to working with 
hazardous materials or operations. 
 
D. 
Contractor shall provide warning signs, barricades and verbal warnings as required. 
 
E. 
Contractor shall inform its employees of emergency procedures to be adhered to in case of a fire, medical 
emergency, or any other life-threatening catastrophes. 
 
F. 
Contractor shall promptly notify Owner of any accident involving personnel or damage to material and 
equipment.  Copies of the "First Report of Injury (E-1 form)" and accident investigation reports of accidents 
as required, shall be provided to Owner. 
 
G. 
Contractor shall maintain a set of OSHA articles at the Jobsite as they apply to the work being performed.  
Copies shall be provided to Owner when requested. 
 
H. 
Contractor shall submit to Owner a copy of their firm's safety policies and program procedures, which 
establish the safety rules and regulations as they are to be applied to performance of the Work.  These 
documents shall be submitted by Contractor within fourteen (14) calendar days after issuance of the initial 
Job Order. 
 
I. 
Contractor shall assign, during performance of the work, a designated safety representative to develop and 
monitor the project safety program.  The name, company address, and telephone number of the assigned 
individual shall be submitted to Owner by Contractor along with their safety policies and program 
procedures.

MASTER AGREEMENT NO. 23-15PV-04 
 
PAGE 18 OF 30   
 
J. 
Contractor shall provide and maintain on the Jobsite, at all times, a completely stocked first aid kit, which 
contains all standard emergency medical supplies. 
 
K. 
Contractor shall make available for its employees and those of its subcontractors, while they are performing 
work on the Jobsite, emergency medical treatment either at the Jobsite or at a nearby medical facility. 
 
L. 
Owner reserves the right to approve prior to commencing work and monitor Contractor's safety policies and 
program procedures as applied during performance of the Work.  Failure to comply with safety policies and 
program procedures, once approved by Owner, shall be just cause for the complete termination of the Job 
Order in accordance with Article 27 entitled Default. 
 
ARTICLE 29 
 
USE AND POSSESSION PRIOR TO COMPLETION 
 
A. 
Owner shall have the right to take possession of or use any completed or partially completed part of the Work.  
Before taking possession of or using any work, Owner shall furnish Contractor a list of items of work 
remaining to be performed or corrected on those portions of the Work that Owner intends to take possession 
of or use.  However, failure of Owner to list any item of work shall not relieve Contractor of responsibility for 
complying with the terms of this Contract.  Owner possession or use shall not be deemed an acceptance of 
any work under this Contract. 
 
B. 
While Owner has such possession or use, Contractor shall be relieved of the responsibility for the loss of or 
damage to the Work resulting from Owner's possession or use, notwithstanding the terms of the Article in 
this Contract entitled "Permits and Responsibilities."  If prior possession or use by Owner delays the progress 
of the Work or causes additional expense to Contractor, an equitable adjustment shall be made in the Job 
Order price or the time of completion, and the Job Order shall be modified in writing accordingly. 
 
ARTICLE 30 
 
OTHER CONTRACTS 
 
Owner may undertake or award other contracts for additional work at or near the site of work under this Contract.  
Contractor shall fully cooperate with the other contractors and with Owner's employees and shall carefully adapt 
scheduling and performing the work under this Contract to accommodate the additional work, heeding any direction 
that may be provided by Owner.  Contractor shall not commit or permit any act that will interfere with the 
performance of work by any other contractor or by Owner's employees.

MASTER AGREEMENT NO. 23-15PV-04 
 
PAGE 19 OF 30   
 
ARTICLE 31 
 
DISSEMINATION OF CONTRACT INFORMATION 
 
Contractor shall not publish, permit to be published, or distribute for public consumption, any information, oral or 
written, concerning the results or conclusions made pursuant to performance of the Contract, without prior consent 
of Owner. 
  
ARTICLE 32 
 
PERFORMANCE AND PAYMENT BONDS 
 
For all Job Orders over the bid threshold or required by Owner, Contractor shall furnish Performance and Payment 
Bonds, each in an amount equal to one hundred percent (100%) of the Work.  Bonds will be submitted on a per job 
basis.  The Performance and Payment Bonds must be submitted to Owner within ten (10) calendar days after award 
of the Contract.  A Notice to Proceed will not be issued until properly executed bonds are received and accepted by 
Owner. 
 
ARTICLE 33 
 
INSURANCE 
 
A. 
Contractor shall purchase and maintain in effect during the entire period of this contract, including any 
maintenance period thereof, insurance of the types and with minimum limits of liability as stated below.  Such 
insurance shall protect Contractor from claims, which may arise out of or result from Contractor's operations 
whether such operations are performed by Contractor or by any subcontractor or by anyone for whose acts 
any of them may be liable. 
 
 
 
1. 
WORKERS' COMPENSATION INSURANCE providing Statutory Benefits in accordance with the laws 
of the State of Arizona or any Federal statutes as may be applicable to the work being performed 
under this contract. 
 
 
 
EMPLOYER'S LIABILITY INSURANCE with limits of liability not less than: 
 
 
 
$1,000,000 
Each Accident 
 
 
$1,000,000 
Each Employee for Disease 
 
 
$1,000,000 
Policy Limit for Disease 
 
2. 
COMMERCIAL GENERAL LIABILITY INSURANCE including Products/Completed Operations and 
Contractual Liability with limits of liability not less than: 
 
 
 
$2,000,000 
General Aggregate 
 
 
$2,000,000 
Products/Completed Operations Aggregate 
 
 
$2,000,000  
Each Occurrence 
 
3. 
AUTOMOBILE LIABILITY INSURANCE covering all owned, hired and non-owned motor vehicles used 
in connection with the work being performed under the contract with limits of liability not less than:

MASTER AGREEMENT NO. 23-15PV-04 
 
PAGE 20 OF 30   
 
 
 
 
$1,000,000 
Each Person for Bodily Injury 
 
 
$1,000,000 
Each Accident for Bodily Injury 
 
 
$1,000,000 
Each Occurrence for Property Damage 
 
B. 
The policies providing Commercial General Liability and Automobile Liability insurance as required in 
Paragraphs A.2 and A.3 shall be endorsed to name Owner as Additional Insured as respects Contractor's 
operations in performance of this contract.  Such insurance as is provided herein shall be primary and non-
contributing with any other valid and collectible insurance available to Owner. 
 
C. 
All policies providing Contractor's insurance as required in Paragraphs A.1, A.2, and A.3 above shall be 
endorsed to provide the following: 
 
1. 
Thirty-days written notice of cancellation or non-renewal to Owner at the address designated 
elsewhere in the contract for Notices. 
 
2. 
Waiver of subrogation in favor of Owner. 
 
D. 
The limits of liability as required above may be provided by a single policy of insurance or by a combination 
of primary, excess or umbrella policies.  But in no event shall the total limits of liability available for any one 
occurrence or accident be less that the amount required above. 
 
E. 
Proof of compliance with these insurance requirements shall be furnished Owner in the form of an original 
certificate of insurance signed by an authorized representative or agent of the insurance company (ies) within 
ten (10) days of notice of award of Contract.  Renewal or replacement certificates shall be furnished Owner 
not less than twenty-one (21) days prior to the expiration or termination date of the applicable policy (ies). 
 
F. 
Contractor shall require any and all subcontractors performing work under this contract to carry insurance 
of the types and with limits of liability, as Contractor shall deem appropriate and adequate for the work being 
performed.  Contractor shall obtain and make available for inspection by Owner upon request current 
certificates of insurance evidencing insurance coverages carried by such subcontractors. 
 
ARTICLE 34 
 
INDEMNIFICATION 
 
To the extent permitted by A.R.S. § 41-621 and § 35-154, the District shall be indemnified and held harmless by the 
Contractor for its vicarious liability as a result of entering into this contract. Each party to this contract is responsible 
for its own negligence.

MASTER AGREEMENT NO. 23-15PV-04 
 
PAGE 21 OF 30   
ARTICLE 35 
 
CONTRACT ORDER OF PRECEDENCE 
 
In the event of an inconsistency between provisions of this Contract, the inconsistency shall be resolved by giving 
precedence in the following order: 
 
 
1. 
Contract Modifications, if any; 
 
2. 
The Contract Articles including Attachments; 
 
3. 
Job Orders; 
 
4. 
Drawings; and 
 
5. 
Specifications. 
 
ARTICLE 36 
 
NOTICES 
 
All notices to either party by the other shall be delivered personally or sent by U. S. registered or certified mail, postage 
prepaid, to the addresses set forth to such other addresses as the parties may hereafter designate by written notice.  
And shall be deemed given on the date so delivered or so deposited in the mail, unless otherwise provided herein.   
 
ARTICLE 37 
 
SEVERABILITY 
 
If any provision of this Contract, or the application thereof to any person or circumstances is rendered or declared 
illegal for any reason or shall be invalid or unenforceable, the remainder of this Contract and the application of such 
provision to other persons or circumstances shall not be affected thereby but shall be enforced to the greatest extent 
permitted by applicable law.  The parties agree to negotiate in good faith for a proper amendment to this Contract in 
the event any provision hereof is declared illegal, invalid, or unenforceable. 
 
ARTICLE 38 
 
WAIVERS 
 
A. 
Neither Owner's review, approval or acceptance of, nor payment for, the Work required under this Contract 
shall be construed to operate as a waiver of any rights under this Contract or of any cause of action arising 
out of the performance of the Contract, and Contractor shall be and remain liable to Owner in accordance 
with applicable law and the terms of this Contract for all damages to Owner caused by Contractor's negligent 
act, error or omission in the performance of any of the Services furnished under this Contract. 
 
B. 
The waiver by Owner of any breach of any term, covenant, condition, or agreement herein contained shall not 
be deemed to be a waiver of any subsequent breach of the same, or of a breach of any other term, covenant, 
condition, or agreement herein contained. 
 
 
 
ARTICLE 39

MASTER AGREEMENT NO. 23-15PV-04 
 
PAGE 22 OF 30   
MERGER 
 
This Contract sets forth the entire agreement between the parties with respect to the subject matter thereof, and 
supersedes and replaces all proposals, negotiations, representations, and implied obligations.  The obligations, 
liabilities and remedies set forth herein are exclusive and shall operate as limitations on any action brought in 
connection with the Services, including an action in tort. 
 
ARTICLE 40 
 
NON-AVAILABILTY OF FUNDS 
 
Every payment obligation of the District under this contract is conditioned upon the availability of funds appropriated 
or allocated for the payment of such obligation.  If funds are not allocated and available for the continuance of this 
contract, this contract may be terminated by the District at the end of the period for which funds are available. No 
liability shall accrue to the District in the event this provision is exercised, and the District shall not be obligated or 
liable for any future payments or for any damages as a result of termination under this paragraph. 
 
ARTICLE 41 
 
AUDIT OF RECORDS 
 
Pursuant to A.R.S §§35-214-AND 35-215, the contractor shall retain and shall contractually require each 
subcontractor to retain all data, books, and other records (“records”) relating to this contract for a period of five years 
after completion of the contract. All records shall be subject to inspection and audit by the State at reasonable times. 
Upon request, the Contractor shall produce the original of any or all such records. 
 
ARTICLE 42 
 
CANCELLATION FOR CONFLICT OF INTEREST 
 
Pursuant to A.R.S. §38-511, the State, its political subdivisions or any department or agency of either may, within three 
years after its execution, cancel any contract, without penalty or further obligation, made by the state, its political 
subdivisions, or any of the departments or agencies of either if any person significantly involved in initiating, 
negotiating, securing, drafting or creating the contract on behalf of the state, its political subdivisions or any of the 
departments or agencies of either is, at any time while the contract or extension of the contract is in effect, an employee 
or agent of any other party to the contract in any capacity or consultant to any other party of the contract with respect 
to the subject matter of the contract.  A cancellation made pursuant to this provision shall be effective when the 
Contractor receives written notice of the cancellation unless the notice specifies a later time.  
 
ARTICLE 43 
 
COMPLIANCE WITH FEDERAL AND STATE REQUIREMENTS 
 
Contractor shall comply with all applicable federal, state, and local laws, statutes, ordinances, standards, orders, 
rules, and regulations, including, as applicable, workers’ compensation laws, minimum and maximum salary and 
wage statutes and regulations, prompt payment and licensing laws and regulations. 
 
Contractor shall comply, when working on any federally assisted projects with the following:

MASTER AGREEMENT NO. 23-15PV-04 
 
PAGE 23 OF 30   
1. 
The Contract Work hours and Safety Standards Act, (40 U.S.C. §3701 – 3708; 29 CFR Part 5) 
2. 
Davis-Bacon Act, (40 U.S.C. §276a / 29 CFR Part 5) 
3. 
Copland Anti-Kickback Act, (18 U.S.C. §874 / 29 CFR Part 5) 
4. 
Equal Opportunity Employment requirements (Executive Order 11246 and 11375 / 41CFR Chapter 60) 
5. 
McNamara-O’Hara Service Contract Act (41 U.S.C. 351),  
6. 
Section 306 of the Clean Air Act (42 U.S.C. § 1857h,  
7. 
Section 508 of the Clean Water Act (33 U.S.C. § 1368),  
8. 
Executive Order 11738, Environmental Protection Agency regulations (40 CFR Part 15). 
9. 
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR 
Part 200) 
10. 
Education Department General Administrative Regulations, 2 C.F.R. Parts 200 and 3474, and 34 C.F.R. Parts 
75-77 and 81 (“EDGAR”), 
11. 
Mandatory standards and policies relating to energy efficiency which are contained in the state energy 
conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 
Stat. 871) 
12. 
All applicable requirements and regulations, including those related to reporting, patent rights, copyrights, 
data rights and those mandated by federal agencies making awards of federal funds to 1GPA members.  
 
ARTICLE 44 
 
THIRD PARTY ANTITRUST VIOLATIONS 
 
The Contractor assigns to the State any claim for overcharges, resulting from antitrust violations to the extent that 
such violations concern materials or services supplied by third parties to the Contractor toward fulfillment of this 
contract. 
 
ARTICLE 45 
 
BUY AMERICAN 
 
Contractor agrees to comply with the Buy American Provision as it applies to construction projects that use funds 
appropriated by the American Recovery Reinvestment. 
 
ARTICLE 46 
 
FEDERAL GRANT MONIES 
 
When a 1GPA Member seeks to procure goods and services using funds under a federal grant or contract, specific 
federal laws, regulations, and requirements may apply in addition to those under state law.  This includes, the 
procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements 
for Federal Awards, 2 C.F.R. 200 (EDGAR).

MASTER AGREEMENT NO. 23-15PV-04 
 
PAGE 24 OF 30   
ARTICLE 47 
 
COMPLIANCE WITH WORKFORCE REQUIREMENTS 
 
Pursuant to ARS § 41-4401, Contractor and subcontractor(s) warrant their compliance with all federal and state 
immigration laws and regulations that relate to their employees, and compliance with ARS § 23-214 subsection A, 
which states, “…every employer, after hiring and employee, shall verify the employment eligibility of the employee 
through the E-Verify program.”

MASTER AGREEMENT NO. 23-15PV-04 
 
PAGE 25 OF 30   
ARTICLE 48
TIME IS OF ESSENCE
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement entered into as of the day and 
year first written above.
1Government Procurement Alliance
Christy Knorr
President
By:  
        
Paradise Valley Unified School District No. 69
Eva Calles
Director of Purchasing 
By:  
Contractor:  CORE Construction, Inc.
Todd Steffen
President
By:

MASTER AGREEMENT NO. 23-15PV-04 
 
PAGE 26 OF 30   
ATTACHMENT "A" 
 
MASTER AGREEMENT PRICING COEFFICIENTS 
 
1.0 
Contractor shall furnish all operations necessary and required in accordance with the terms and conditions 
of the Contract, and as further specified in individual Job orders. 
 
2.0 
Coefficients shall include all costs associated with performing the work as follows:  The direct cost of doing 
the work, project management, supervision, labor, overhead, general and administrative, profit, project office 
expenses, mobilization and close-out costs, insurance, waste and excess material, compliance with 
environmental laws, work site signs, barriers, pre-construction services, and the 1GPA 1% administration 
fee. 
 
3.0 
Pricing the Work. 
 
3.1 
The actual pricing for work performed under the Contract will be based on the mutually agreed 
quantities applied to the R.S. Means Facilities Construction Cost Data, latest edition, total weighted 
average City Cost Index, as adjusted by application of the appropriate coefficient as set forth above. 
 
3.2 
The currently applicable (current version for the locale of the work) R.S. Means Facilities 
Construction Cost Data, herein called the Unit Price Book contains pricing information for the work 
to be accomplished in the unit of measure specified.  The Unit Price Book will be updated effective 
upon receipt by Contractor of any periodic updating issued by the publisher.  Previously issued Job 
Orders and changes will not be retroactively repriced although any changes priced after receipt of an 
update will be priced by the updated version of the Unit Price Book. 
 
3.3 
See attached Cost Form for Contractor’s coefficients and/or discounts at the end of this document. 
 
4.0 
Hours of Work. 
 
4.1 
Standard hours of work will be from 7:00 AM to 4:00 PM, Monday through Friday, unless alternate 
standard hours are agreed to and adopted.  Contractor may work on weekends and holidays as 
approved by District.  No adjustment in fees shall apply to different work hours.  Prices shall be based 
on total job cost.

MASTER AGREEMENT NO. 23-15PV-04 
 
PAGE 27 OF 30   
ATTACHMENT "B" 
 
MASTER AGREEMENT OPEN BOOK PRICING 
 
1.0 
Contractor shall furnish all supervision, labor, materials, tools, supplies, equipment, transportation, 
insurance, taxes, bonds, overhead and profit to perform all operations necessary and required in accordance 
with the terms and conditions of the Contract, and as further specified in individual Job orders. 
 
2.0 
Pricing the Work 
 
2.1 
Open book pricing shall consist of direct job cost, project-specific general conditions, and a fixed 
overhead and profit multiplier.  Bond cost and transaction privilege tax (sales tax) will be added to 
open book pricing for total job order cost. 
 
2.2 
Direct job cost shall be based upon firm price quotes from contractors in the contract’s approved 
subcontractor list.  To the extent practicable, contractor shall obtain firm price quotes from three 
subcontractors for each discipline applicable to the project.  If three quotes cannot reasonably be 
obtained for a discipline, contractor shall make known the reasons contractor was unable to obtain 
additional price quotes. 
 
 
Direct costs shall include large rental equipment, such as cranes. 
 
2.3 
Contractor shall select subcontractors based on qualifications alone or on a combination of 
qualifications and price and shall not select subcontractors based on price alone.  A qualification 
and price selection may be a one-step selection based on a combination of qualifications and price 
or a two-step selection.  In a two-step selection, the first step shall be based on qualifications alone 
and the second step may be based on a combination of qualifications and price or on price alone. 
 
2.4 
If the District objects to a selected subcontractor, District shall make the objection and the reasons 
for the objection known to the contractor.  Contractor shall then present an acceptable 
subcontractor for the applicable discipline.  District shall not unreasonably object to or withhold 
approval of a subcontractor.   
 
2.5 
General conditions are requirements directly related to the work, but not included in direct 
construction cost.  General conditions shall include, but are not limited to, project management, 
estimating, quality control, administrative labor, field office equipment, materials and supplies, 
vehicles, cell phones, dumpsters, travel and subsistence, temporary field office rental and utilities, 
submittals and operations and maintenance manuals, small tools, face and clothing protection, 
project scheduling, compliance with environmental laws, and marketing. 
 
2.6 
Overhead and Profit shall include any preconstruction services costs and the 1GPA 1% Fee.  
Overhead and Profit shall be assessed as a fixed multiplier applied to direct project cost and general 
conditions cost.   
 
2.7 
To document contract compliance, each job order using open book pricing shall include a 
completed price summary and general conditions costs. 
 
2.8 
See attached Cost Form for Contractor’s Pricing Schedule at the end of this document.

MASTER AGREEMENT NO. 23-15PV-04 
 
PAGE 28 OF 30   
 
 
ATTACHMENT "C" 
 
SCOPE OF SERVICES 
 
1.0 
GENERAL INFORMATION 
 
This is an indefinite quantity type contract for the performance of a broad range of renovation/small 
construction, and or repair or maintenance work on an as-needed basis as may be required by Owner.  The 
specific work requirements will be identified in Job Orders to be issued by Owner. 
 
 
2.0 
WORK AUTHORIZATION  
 
Any work required under this Contract shall be authorized by issuance of formal, written Job Orders, as 
follows: 
 
2.1 
As the need exists (as determined by Owner) for performance under the terms of this Contract, Owner will 
notify Contractor of an existing requirement. 
 
2.2 
Upon the receipt of this notification, Contractor shall respond within two (2) working days, or as otherwise 
agreed, by: 
 
 
2.2.1 
Visiting the proposed site in the company of Owner, or; 
 
 
2.2.2 
Establishing contact with Owner to further define the scope of the requirement. 
 
2.3 
After mutual agreement on the scope of the individual requirement, Contractor shall then prepare a proposal 
for accomplishment of the task.  
 
2.4 
The Unit Price Book and Open Book Pricing shall serve as the basis for establishing the value of the work to 
perform.  Owner and Contractor shall agree to the pricing method prior to start of project. 
 
2.5 
Contractor's proposal shall be submitted within ten (10) working days unless otherwise agreed. 
 
2.6 
Upon receipt of Contractor's proposal, Owner will review the proposal for completeness and will reach 
agreement with Contractor on pricing, schedule, and all other terms, prior to issuance of a Job Order. 
 
2.7 
In the event Owner does not issue a Job Order after receipt of Contractor's proposal, Owner is not obligated 
to reimburse Contractor for any costs incurred in the preparation of the proposal. 
 
3.0 
SCHEDULING OF WORK 
 
3.1 
For each Job Order, Owner will issue a Notice to Proceed.  The first day of performance under a Job Order 
shall be the effective date specified in the Notice to Proceed.  Any preliminary work started or material 
ordered or purchased before receipt of the Notice to Proceed shall be at the risk and expense of Contractor. 
Contractor shall diligently prosecute the Work to completion within the time set forth in the Job Order.  The 
period of performance includes allowance for mobilization, holidays, weekend days, normal inclement

MASTER AGREEMENT NO. 23-15PV-04 
 
PAGE 29 OF 30   
weather, and cleanup, therefore, claims for delay based on these elements will not be allowed.  When 
Contractor considers the Work complete and ready for its intended use, Contractor shall request Owner to 
inspect the Work to determine the status of completion.  When Owner determines the Work to be 
substantially Complete, Owner will issue a Certificate of Substantial Completion with a list of items to be 
completed or corrected prior to final payment for the Job Order.  Contractor shall proceed promptly to 
complete and correct items on the list. 
 
3.2 
Job placement of materials and equipment shall be made with a minimum of interference to Owner operations 
and personnel. 
 
3.3 
Furniture and portable office equipment in the immediate work area will be moved by Contractor and 
replaced to its original location.  If the furniture and portable office equipment cannot be replaced to its 
original location, Owner will designate new locations. If furniture and portable office equipment (or other 
items) must be moved and/or stored outside the immediate area, Owner will compensate Contractor for any 
such transportation and storage costs incurred. 
 
3.4 
Contractor shall take all precautions to ensure that no damage will result from its operations to private or 
public property.  All damages shall be repaired or replaced by Contractor at no cost to Owner. 
 
3.5 
Contractor shall be responsible for providing all necessary traffic control, such as street blockages, traffic 
cones, flagmen, etc., as required for each Job Order.  Proposed traffic control methods shall be submitted to 
Owner for final approval. 
 
4.0 
QUALITY ASSURANCE/QUALITY CONTROL PROGRAM 
 
If requested by Owner, Contractor shall submit, for Owner approval, a Quality Assurance/Quality Control Plan 
within fifteen (15) calendar days after issuance of the initial Job Order.  This plan should address all aspects 
of quality control including responsibility for surveillance of work, documentation, trend analysis, corrective 
action and interface with Owner’s representatives. 
 
5.0 
DESIGN 
 
Contractor's duties under the Contract include the preparation of shop drawings or sketches necessary to 
permit orderly construction of Owner's design plans.  Contractor agrees to provide detailed design drawings 
and plans if requested by Owner. Compensation for detailed design, if provided, will be negotiated by the 
parties hereto. 
 
6.0 
OWNER-FURNISHED UTILITIES 
 
Owner shall provide free of charge to Contractor utilities and toilet facilities that are existing and available at 
each site for work performed under the Contract. If utilities and/or toilet facilities are not existing and 
available, an equitable price will be negotiated and included in the Job Order to compensate Contractor for 
providing such items. 
 
6.1 
Water: 
 
Owner shall furnish to Contractor from existing Owner facilities and without cost to Contractor, a supply of 
water necessary for the performance of work under this contract.  Owner will in no case furnish or install any 
required supply connections and piping for the purpose of implementing the availability of the water supply.

MASTER AGREEMENT NO. 23-15PV-04 
 
PAGE 30 OF 30   
It is the responsibility of Contractor to determine the extent to which existing Owner water supply source is 
adequate for the needs of the Contract. 
 
 
All taps, connections, and accessory equipment required in making the water supply source available will be 
accomplished by and at the expense of Contractor.  All work in connection therewith shall be coordinated, 
scheduled, and performed as directed and approved by Owner.  Said taps, connections, and accessory 
equipment shall be maintained by Contractor in a workmanlike manner in accordance with the rules and 
regulations of the local authority.  
 
 
Upon completion of the Contract the removal of all taps, connections and accessories will be accomplished by 
and at the expense of Contractor so as to leave the water supply source and facility in its original condition.  
Such removal shall also be subject to the approval of Owner. 
 
6.2 
Electricity: 
 
Owner shall furnish to Contractor from existing Owner facilities and without cost to Contractor, electricity 
necessary for the performance of work under this Contract.  It is the responsibility of Contractor to determine 
the extent to which existing Owner electrical facilities are adequate for the needs of the Contract. 
 
 
All taps, connections, and necessary equipment required in making the electrical power available will be 
accomplished by and at the expense of Contractor.  All work in connection therewith shall be coordinated, 
scheduled and performed as directed and approved by Owner.  Said taps, connections, and accessory 
equipment shall be maintained by Contractor in a workmanlike manner in accordance with the rules and 
regulations of the local authority.  
 
 
Upon completion of the Contract the removal of all taps, connections and accessories will be accomplished by 
and at the expense of Contractor so as to leave the electrical power source and facility in its original condition.  
Such removal shall also be subject to the approval of Owner. 
 
7.0 
WORKS BY OWNER 
 
 
Owner reserves the right to undertake or award contracts for the performance of the same or similar type 
work contemplated herein, and to do so will not breach or otherwise violate the Contract.

PRICE SCHEDULE FORM 
JOB ORDER CONTRACTING FOR GENERAL CONTRACTORS – 23-15PV
Contractor:   
 
 
 
 
 
 
 
 
 
 
 
 
 
UNIT PRICE BOOK
Firm-fixed coefficients shall include all costs associated with performing the work as follows:   The direct cost of doing 
the work, project management, supervision, labor, overhead, general and administrative, profit, project office expenses, 
mobilization and close-out costs, insurance, waste and excess material, compliance with environmental laws, work site 
signs, barriers, pre-construction, and the 1GPA 1% administration fee.  
Coefficient/Multiplier should exclude Non-Pre-Priced (NPP) items, Design Services, Bonds, Permits, and Sales Tax. Do 
not leave blank spaces in the coefficient column, enter zero (“0”) where necessary. 
Unit Price Book utilized: 
 
 
 
 
 
 
 
 
 
 
 
Unit Price Book Methodology
Coefficient
Comments
A.
Coefficient for Base JOC work, Monday 
through Friday normal working hours
__ __ . __ __  
B.
Coefficient for JOC work, after hours, 
weekends and holidays, etc.
__ __ . __ __
C.
Coefficient for JOC work, Davis Bacon
__ __ . __ __
D.
Location adjustment multipliers
__ __ . __ __
E.
Markup for Non-Pre-Priced items (NPP)
__ __ . __ __
Coefficients above apply to the following regions: 
Arizona:
Entire State
Region 1 Counties:
Maricopa
Pinal
Gila
Region 2 Counties:
Pima
Santa Cruz
Region 3 Counties: 
Coconino
Yavapai
Region 4 Counties: 
La Paz
Yuma
Region 5 Counties: 
Graham
Greenlee
Cochise
Region 6 Counties:
Mohave
Region 7 Counties:
Navajo
Apache
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Authorized Signature  
 
 
 
 
 
 
Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Printed Name and Title

PRICE SCHEDULE FORM 
JOB ORDER CONTRACTING FOR GENERAL CONTRACTORS – 23-15PV
Contractor:   
 
 
 
 
 
 
 
 
 
 
 
 
 
OPEN BOOK PRICING
Open book pricing shall consist of direct job cost, project-specific general conditions, and a fixed overhead and profit 
multiplier. Bond cost and transaction privilege tax (sales tax) will be added to open book pricing for total job order cost.
Overhead and Profit shall include pre-construction services, and the 1GPA 1% Fee. Overhead and Profit shall be 
assessed as a fixed multiplier applied to direct project cost and general conditions cost.  
Provide Overhead and Profit percentage breakout for the following total cost project size brackets.  Do not leave blank 
spaces in the maximum overhead & profit column, enter zero (“0”) where necessary: 
Total Cost Project Size
Maximum Overhead & Profit
A.
$1.00 - $50,000
__ __ . __ __ %
B.
$50,001 - $100,000
__ __ . __ __ %
C.
$100,001 - $250,000
__ __ . __ __ %
D.
$250,001 - $500,000
__ __ . __ __ %
E.
$500,001 - $1,000,000
__ __ . __ __ %
F. 
Over $1,000,000
__ __ . __ __ %
Overhead & Profits above apply to the following regions: 
Arizona:
Entire State
Region 1 Counties:
Maricopa
Pinal
Gila
Region 2 Counties:
Pima
Santa Cruz
Region 3 Counties: 
Coconino
Yavapai
Region 4 Counties: 
La Paz
Yuma
Region 5 Counties: 
Graham
Greenlee
Cochise
Region 6 Counties:
Mohave
Region 7 Counties:
Navajo
Apache
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Authorized Signature  
 
 
 
 
 
 
Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Printed Name and Title

PRICE SCHEDULE FORM 
JOB ORDER CONTRACTING FOR GENERAL CONTRACTORS – 23-15PV
Contractor:   
 
 
 
 
 
 
 
 
 
 
 
 
 
LABOR RATE PRICING
If utilizing OPEN BOOK pricing, provide labor rates you would use for general conditions:  
Labor
Hourly Rates
Labor 
Hourly Rates
Project Manager
$ 
$ 
Superintendent
$ 
$ 
General Foreman
$ 
$ 
Journeyman
$ 
$ 
$ 
$ 
$ 
$ 
BONDS
Provide a percentage for bond expenditures (i.e. payment and performance bonds):  
   
    % 
REIMBURSABLE EXPENSES
Provide a list of what your firm considers reimbursable expenses:   
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TRAVEL EXPENSE REIMBURSEMENT
The Contractor shall not be reimbursed for travel time.  If approved by the Member, in-state and out-of-state travel 
expenses shall be reimbursed in accordance with the State of Arizona, General Accounting Office, Travel Reimbursement 
Rates.   
_______ 
 INITIAL here to acknowledge statement
1GPA ADMINISTRATION FEE
1GPA’s 1% administration fee shall be included in offeror’s fees, coefficients, and/or discounts.  Contractor shall not add 
the administration fee as a separate line item to any quote to a Member.
_______ 
 INITIAL here to acknowledge statement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Authorized Signature  
 
 
 
 
 
 
Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Printed Name and Title