Supporting Document (ac847d63...)

Item 9
cirY couNai
REPORT
Meeting Date:
General Plan Element: 
General Plan Goal:
June 9, 2026
Public Services and Facilities
Provide city service facilities to meet the needs of the 
community.
ACTION
Job Order Contracting (JOC) for Citywide Mechanical and Plumbing Construction Services. Adopt 
Resolution No. 13697, authorizing Job Order Contract (JOC) Contract No. 2026-088-COS with 
Evolution Mechanical Projects, LLC, Contract No. 2026-089-COS with McCarthy Building Companies, 
Inc. and Contract No. 2026-090-COS with Summa Mechanical Contractors, Inc., each in an amount 
not to exceed $6,000,000 for the initial two-year term of each contract for Citywide Mechanical and 
Plumbing construction services throughout the City on an as-needed basis.
BACKGROUND
The purpose of this action is to award three (3) Job order contracts (JOCs) for Citywide Mechanical 
and Plumbing construction services throughout the City on an as-needed basis.
The initial term of the JOC will be for two (2) years and have a maximum contract term amount of 
$6,000,000 and an individual Job Order maximum amount of $2,500,000. This JOC may be renewed 
for up to three (3) additional one-year terms each with a maximum contract term amount of 
$3,000,000. Renewal of these contracts will be based on the successful JOC contractor performance 
and the needs of the City. The contract maximum may be increased at the time the option is 
exercised, or at another time deemed prudent by the mutual agreement of both parties. At the 
City's direction, a Price Book of common scope line items may be required and utilized.
The citywide mechanical and plumbing Job Order contracts will support the City's need for small 
projects which may include work such as: construction and/or installation of HVAC systems, chilled 
water systems, fluid coolers, cooling towers, plumbing systems and energy management systems; 
required electrical services for complete mechanical/plumbing construction; repair of water supply 
piping, waste piping & storm drain piping; water heater service; drain cleaning; installation and 
repair of compressed air systems; and construction management.
For each individual job order, the JOC contractor will work with Transportation and Infrastructure 
staff throughout project design development, providing input on value engineering, cost estimates, 
and construction schedules.
00331391V1
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City Council Report | JOC for Citywide Mechanical and Plumbing
ANALYSIS & ASSESSMENT
Recent Staff Action
On March 11, 2026, staff posted a Request for Qualifications for a proposed JOC on the City's 
website. Nine responses were received on April 10,2026. A selection panel of City staff members and 
an outside contractor thoroughly evaluated all responses. After comprehensive review, the panel 
selected Evolution Mechanical Projects, LLC , McCarthy Building Companies, Inc. and Summa 
Mechanical Contractors, Inc.
Community Involvement
Staff will continue to use the same community involvement and notification procedures for job orders 
issued under this contract that are used when projects are constructed using other procurement 
methods.
Community involvement for each individual job order will be coordinated with the sponsoring Division 
as design progresses.
RESOURCE IMPACTS
Available funding
Authorization of these JOCs commits no funding. Funding for each individual job order will be 
provided by the individual CIP project or operating center associated with the scope of the task and 
will be encumbered once negotiations are completed.
Staffing, Workload Impact
Existing Transportation and Infrastructure staff resources are available to provide design and 
construction contract administration, construction management and inspection services for these 
projects. Melanie Gibson, Project Coordinator in the Transportation and Infrastructure Department, 
is the contract administrator.
Future Budget Implications
Combined construction cost for all projects will not exceed $6,000,000 per JOC contract for the initial 
two-year term of each respective JOC contract. There is no additional operating budget required as 
a result of these contracts.
OPTIONS & STAFF RECOMMENDATION 
Recommended Approach:
Adopt Resolution No. 13697, authorizing Job Order Contract (JOC) Contract No. 2026-088-COS with 
Evolution Mechanical Projects, LLC, Contract No. 2026-089-COS with McCarthy Building Companies, 
Inc. and Contract No. 2026-090-COS with Summa Mechanical Contractors, Inc., each in an amount
Page 2 of 3
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City Council Report 1JOC for Citywide Mechanical and Plumbing
not to exceed $6,000,000 for the initial two-year term of each contract for Citywide Mechanical and 
Plumbing construction services throughout the City on an as-needed basis.
Proposed Next Steps:
Following approval of the contracts. Evolution Mechanical Projects, LLC, McCarthy Building 
Companies, Inc. and Summa Mechanical Contractors, Inc. will be available for citywide Mechanical 
and Plumbing construction projects throughout the City on an as needed basis.
RESPONSIBLE DEPARTMENT(S)
Transportation and Infrastructure
STAFF CONTACTS (S)
Melanie Gibson, Project Coordinator, mgibson(5)scottsdaleaz.gov (480) 312-7649
APPROVED BY
Alison Tymkiw, Senior Director - City Engineer, 
Transportation and Infrastructure 
480-312-7760, ATvmkiw(5)scottsdaleaz.eov
5/20/26 08:38 MST
Date
ATTACHMENTS
1. 
Resolution No. 13697
2. 
Evaluation Matrix
3. 
Contract No. 2026-088-COS
4. 
Contract No. 2026-089-COS
5. 
Contract No. 2026-090-COS
Page 3 of 3
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RESOLUTION NO. 13697
A RESOLUTION OF THE COUNCIL OF THE CITY OF SCOTTSDALE.
MARICOPA COUNTY, ARIZONA, AUTHORIZING CONTRACT NO. 2026-088-
COS WITH EVOLUTION MECHANICAL PROJECTS, LLC, CONTRACT NO.
2026-089-COS WITH MCCARTHY BUILDING COMPANIES, INC. AND
CONTRACT NO. 2026-090-COS WITH SUMMA MECHANICAL
CONTRACTORS, INC. EACH FOR A TWO-YEAR JOB ORDER CONTRACT
FOR CITYWIDE MECHANICAUPLUMBING SERVICES IN AN AMOUNT NOT
TO EXCEED SIX MILLION DOLLARS ($6,000,000) PER CONTRACT.
WHEREAS, the City desires to enter into Job Order Contracts for mechanical/plumbing 
projects located throughout the City on an “as-needed” basis, not to exceed Two Million Five 
Hundred Thousand Dollars ($2,500,000) per Job Order; and
WHEREAS, the Contracts are for an initial term of two (2) years in an amount not to 
exceed Six Million Dollars ($6,000,000) per Contract, with the option for three (3) additional one 
(1) year extensions in an amount not to exceed Three Million Dollars ($3,000,000) per Contract 
after expiration of the initial term; and
WHEREAS, Evolution Mechanical Projects, LLC, McCarthy Building Companies. Inc., 
and Summa Mechanical Contractors, Inc. have been selected through a competitive process 
(Solicitation 26RFSQ025) and are each qualified to render the services desired by the City.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Scottsdale, 
Maricopa County, Arizona as follows:
Section 1, The Mayor is hereby authorized and directed to execute Contract No. 
2026-088-COS with Evolution Mechanical Projects, LLC, Contract No. 2026-089-COS with 
McCarthy Building Companies, Inc., and Contract No. 2026-090-COS with Summa Mechanical 
Contractors, Inc. for job order contracting services with a contract amount not to exceed Six 
Million Dollars ($6,000,000) for the initial two (2) year term of each respective Contract.
Section 2. The City Manager or designee is hereby authorized to execute such other 
documents and take such other actions as necessary to carry out the intent of this Resolution.
PASSED AND ADOPTED by the Council of the City of Scottsdale this_____day of
_____________ , 2026.
ATTEST:
CITY OF SCOTTSDALE, an
Arizona municipal corporation
By:.
Ben Lane, City Clerk
By:.
Lisa Borowsky, Mayor
APPROVED AS TO FORM: 
OFFICE OFB4E CITY ATTORNEY
IL
Luis E. Santaella, City Attorney 
By: Lydia Tulin, Assistant City Attorney
19183316
Page 1 of 1
ATTACHMENT 1 
Resolution No. 13697

SOLICITATION FOR CITYWIDE MECHANICAL & 
PLUMBING JOC - 26RFSQ025
Company
Rank
MIDSTATE MECHANICAL 
EVOLUTION MECHANICAL PROJECTS 
EMCOR
SUMMA MECHANICAL CONTRACTORS 
TEMPE MECHANICAL 
PROFESSIONAL PIPING SYSTEMS 
RE-ACT MECHANICAL SERVICES 
MCCARTHY BUILDING COMPANIES 
RK SERVICE
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ATTACHMENT 2

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CITY OF SCOTTSDALE
JOB ORDER CONTRACT
SOLICITATION NO. 26RFSQ025 
CONTRACT NO. 2026-088-COS
(Revised .5.6.2026) 
19183299
ATTACHMENT 3

Contract No. 2026-088-COS
TABLE OF CONTENTS
RECITALS..................................................... .................. ..................................................1
ARTICLE 1 - CONTRACTOR’S SERVICES AND RESPONSIBILITIES................................. 1
ARTICLE 2 - CITY’S SERVICES AND RESPONSIBILITIES................................................17
ARTICLE 3 - CONTRACT TIME AND JOB ORDER TIME....................................................20
ARTICLE 4- CONTRACT PRICE AND JOB ORDER PRICE............................................... 23
ARTICLE 5 - CHANGES TO THE CONTRACT PRICE AND TIME....................................... 24
ARTICLE 6 - PROCEDURE FOR PAYMENT.................................................................... .30
ARTICLE 7 - CLAIMS AND DISPUTES..............................................................................33
ARTICLE 8 - SUSPENSION, TERMINATION AND CANCELLATION.................................. 35
ARTICLE 9 - INSURANCE AND BONDS.......................................................................... 39
ARTICLE 10 - INDEMNIFICATION..................................................... ............................. 46
ARTICLE 11 - GENERAL PROVISIONS................................. ........................................... 47
ARTICLE 12 - DEFINITIONS.............................................................................................61
EXHIBIT A - STATUTORY PERFORMANCE BOND
EXHIBIT B - STATUTORY PAYMENT BOND
EXHIBIT C - CONTRACTOR E-VERIFY COMPLIANCE WARRANTY
(Revised 5.6.2026)
I

Contract No. 2026-088-COS
CITY OF SCOTTSDALE 
SOLICITATION NO. 26RFSQ025 
CONTRACT NO. 2026-088-COS
THIS CONTRACT. (“Contract”) is entered into this
day of
2026,
(“Effective Date”) between the City of Scottsdale, an Arizona municipal corporation (the “City”)
and Evolution Mechanical Projects, LLC, a Delaware limited liability company (the "Contractor”).
RECITALS
A. 
The Mayor of the City of Scottsdale, Arizona, is authorized and empowered by the 
provisions of the City Charter to execute contracts for construction and related services.
B. 
The City intends to contract for construction and related services with Contractor for one 
or more individual Job Orders.
C. 
Contractor has represented to the City the ability to provide or procure the required 
construction and related services and, based on this representation, the City engages 
Contractor for these services.
FOR AND IN CONSIDERATION of the mutual covenants and considerations contained jn this
Contract, it Is agreed by the City and Contractor as follows:
ARTICLE 1 - CONTRACTOR’S SERVICES AND RESPONSIBILITIES 
1.1. GENERAL SERVICES
A. 
Contractor will furnish any and all labor, materials, equipment, transportation, 
utilities, services and facilities specified in the individual Job Order for which it is 
issued a Job Order Notice-to-Proceed for Work in accordance with this Contract. 
The City may determine it Is in its best interest to furnish materials and equipment 
for an individual Job Order in accordance with the Job Order.
B. 
The Work will be performed in a good, workmanlike and substantiai manner and 
to the satisfaction of the City Engineer and under the monitoring of the City 
Engineer, or designee, with the care and skill of a qualified contractor in Scottsdale, 
Arizona.
1. Minor design services may be required for some Job Orders. For those 
Job Orders that may require minor design services, Contractor will seek 
the services of an Arizona registered architect or engineering professional 
to prepare plans for permitting. The procurement of minor design services 
will be in accordance with the City’s procurement procedures and code. If 
the services of a design professional are used, the design professional 
must maintain at least $1,000,000 Professional Liability Coverage.
2. All documents prepared by Contractor are subject to review by the City. 
Review by the City is for the benefit of the City only, is not intended to be 
for the benefit of any other person and does not relieve Contractor from the 
professional liability associated with the documents they have prepared.
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Contract No. 2026-088-COS
3. Contractor’s Representative shall be reasonably available to the City and 
will have the necessary expertise and experience required to supervise the 
Contract Services. A Contractor's Representative will be assigned for each 
Job Order. Contractor’s Representative will communicate regularly with the 
City and will be vested with the authority to act on behalf of Contractor.
C. The City is a member of $AVE cooperative purchasing group. $AVE includes the 
State of Arizona, Maricopa County, many Phoenix metropolitan area 
municipalities, and many K-12 unified school districts. Under SAVE Cooperate 
Purchasing Agreement, and with the concurrence of successful Respondents 
under this solicitation, a member of SAVE may access a contract resulting from 
this solicitation issued by the City. By signing the JOC Contract, Contractor agrees 
to allow other SAVE members the ability to purchase their needs and “use” this 
contract for JOC requirements.
1.2. GOVERNMENT APPROVALS AND PERMITS
A. 
Unless otherwise provided. Contractor will obtain or assist the City in obtaining all 
necessary permits, approvals and licenses required for the prosecution of the Work 
from any government or quasi-government entity having jurisdiction over the 
Project. Contractor is responsible for obtaining payment for the necessary 
environmental permits or file the necessary environmental notices.
B. 
Copies of these permits and notices must be provided to the City's Representative 
before starting the permitted activity. This provision does not constitute an 
assumption by the City of an obligation of any kind for violation of the permit or 
notice requirements.
C. 
The City is responsible for the City of Scottsdale review and permit(s) fees for 
building and demolition permits. The City will pay City review fees for grading and 
drainage, water, sewer, storm water management, and landscaping. The City will 
also pay for City utility design fees for permanent services.
D. 
Contractor is responsible for all other permits and review fees not specifically listed 
in Article 1.2(C) above.
E. 
Contractor is responsible for the cost of construction-related water meter(s), water 
and sewer taps, fire lines and taps, and all water bills on the project meters until 
Substantial Completion of the Project. Arrangements for construction water will be 
Contractor's responsibility. Construction water does not include "test water” 
required to compiete new water line pressure tests.
F. 
The M.A.G. Standard Specification 107.12 is modified to read as follows: 
“Contractor, at its own expense, is responsible for the acquisition of any necessary 
temporary easements for construction purposes, storage, maintenance, and 
refuse haul-off as indicated upon the plans, which are required in addition to 
existing easements or rights-of-way secured by the City.”
(Revised 5.6.2026) 
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Contract No. 2026-088-COS
1.3. PRE-CONSTRUCTION CONFERENCE
A. 
After issuance of a Job Order and before the commencement of any Work on any 
individual Job Order, a pre-construction conference may be scheduled.
B. 
The purpose of this conference is to establish a working relationship between 
Contractor, design firms, utility firms, and various City departments. The agenda 
will include critical elements of the work schedule, submittal schedule, level of 
Record Drawings required, cost breakdown of major lump sum items, payment 
application and processing, coor^dination with the utility firms involved, and 
emergency telephone numbers for all representatives involved in the course of 
construction.
C. 
At a minimum, attendees will include Contractor Representative, who is authorized 
to execute and sign documents on behalf of the firm, the job superintendent, and 
Contractor’s safety officer.
D. 
The Job Order Notice-to-Proceed date will be established.
E. 
Contractor will provide a Baseline Project Schedule indicating duration, manpower 
and equipment resources required to complete all major Work activities. The City 
and Design Team will review and comment on the Baseline Project Schedule. 
Contractor will revise the Baseline Project Schedule to the satisfaction of the City’s 
Representative. No work will begin until the City accepts the Baseline Project 
Schedule.
F. 
Contractor will submit a Schedule of Values based on the work and bids accepted 
from selected Subcontractors. These values will reflect the actual labor time, 
materials, profit and overhead for the Work or in accordance with Contractor's price 
book.
1.4, CONTROL OF THE WORK
Contractor will properly guard and protect all partially finished work and will be 
responsible for the Work until the entire Job Order is completed and accepted by the 
City. Any payment for completed portions of the Work will not release Contractor from 
this responsibility: however, it will turn over the entire Work in full compliance with the 
specifications or Job Order before final settlement is made. In case of suspension of 
the Work for any cause whatever. Contractor is responsible for the Project and will take 
all precautions necessary to prevent damage to the Project and will erect any necessary 
temporary structures, signs, or other facilities at no cost to the City.
A. 
After all Work under the Job Order is completed. Contractor will remove all loose 
concrete, lumber, wire, reinforcing, debris and other materials not incorporated in 
the Work from the site of the Project,
B. 
Unless the Job Order states that it is the responsibility of the City or a separate 
contractor. Contractor will provide through itself or its Subcontractors the 
necessary supervision, labor, inspection, testing, start-up, material, equipment, 
machinery, temporary utilities, other temporary facilities, temporary fencing, roll­
offs, and dust control to permit Contractor to complete the Work consistent with
(Revised 5.6.2026) 
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Contract No. 2026-088-CpS
the Job Order.
C. 
Contractor will perform all construction activities efficiently and with the requisite 
expertise, skill and competence to satisfy the requirements of the Job Order. 
Contractor will at all times exercise complete and exclusive control over the means, 
methods, sequences and techniques of construction.
D. 
. Survey stakes and marks required for the completion of the construction shown on 
the plans and described in the specifications will be furnished by Contractor.
E. 
Contractor, its designee or Contractor’s Superintendent will be present at the Work 
at all times that construction activities are taking place.
1. All elements of the Work, such as concrete work, pipe work, etc., will be 
Under the direct supervision of a foreman or his/her designated 
representative on the Site who will have the authority to take actions 
required to properly carry out that particular element of the Work.
2. In the event of noncompliance with Article 5.1, the City may require 
Contractor to stop or suspend the Work Jn whole or in part.
F. 
Where the Job Order requires that a particular product be installed or applied by an 
applicator approved by the manufacturer, it is Contractor's responsibility to ensure 
the Subcontractor employed for that portion of the Work is pre-approved by the 
manufacturer.
G. 
Before ordering materials for or doing the Work, Contractor and each 
Subcontractor vvill verify measurements at the Site and will be responsible for the 
correctness of these measurements. No extra charge or compensation will be 
allowed because of differences between actual dimensions and the dimensions 
indicated on the drawings: differences, which may be found, will be submitted to 
the City for resolution before proceeding with the Work.
H. 
Contractor will take field measurements and verify field conditions and carefully 
compare these field measurements, conditions and other information known to 
Contractor with the Job Order before starting activities. Errors, inconsistencies or 
omissions discovered will be immediately reported to the City.
I. 
Contractor will establish and maintain all building and construction grades, lines, 
levels, and benchmarks, and will be responsible for the accuracy and protection of 
these items. This portion of the Work will be performed or supervised by an Arizona 
licensed civil engineer or surveyor.
J. 
Any person employed by Contractor or any Subcontractor who, in the opinion of the 
City, does not perform his/her portion of the Work in a proper, skillful and safe 
manner or is intemperate or disorderiy will, at the written request of the City, be 
removed from the Work by Contractor or Subcontractor employing this person, and 
will not be employed again ih any portion of the Work without the written approval of 
the City. Contractor or Subcontractor will hold the City harmless from damages or 
claims, which may occur in the enforcement of this Article,
(Revised 5.6.2026) 
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Contract No. 2026-088-COS
K. 
Contractor assumes responsibility for the proper performance of the Work of 
Subcontractors and any acts and omissions in connection with this performance. 
Nothing in the Contract Documents is intended or considered to create any legal 
or contractual relationship between the City and any Subcontractor or Sub- 
Subcontractor, including but not limited to any third-party beneficiary rights.
L. 
Contractor will coordinate the activities of all Subcontractors. If the City performs 
other work on the Project or at the Site with separate contractors under the City's 
control, Contractor agrees to reasonably cooperate and coordinate its activities 
with those of the separate contractors so that the Project can be completed in an 
orderly and coordinated manner without unreasonable disruption.
M. 
On a daily basis. Contractor will prepare a Contractor’s Daily Report. The City's 
CPM Project Inspector or the Public Works Project Coordinator will provide a 
sample report format to Contactor. The report will detail the activities that took 
place during the course of the day, all equipment utilized and the number of hours 
operated, and ail personnel on the Site including Subcontractors. Unless 
otherwise arranged, the Daily Reports will be submitted on a daily basis to the 
City’s CPM Inspector or the Public Work’s Project Coordinator. The Daily Reports 
will also be made available to the City’s Representative upon request. Failure to 
provide Daily Reports as arranged or requested above will result in the retention 
of monthly progress payments until the Reports are brought up to date.
N. 
In the event of noncompliance with this Article 1.4, the City may require Contractor 
to stop or suspend the construction in whole or in part. Any suspension due to 
Contractor’s noncompliance will not be considered a basis for an increase in the 
Job Order Price or extension of the Job Order Time.
1.5. CONTROL OF THE WORK SITE
A. 
Throughout all phases of construction, including any suspension of the Work, 
Contractor will keep the Site reasonably free from debris, trash and construction 
wastes to permit Contractor to perform its construction services efficiently, safely 
and without interfering with the use of adjacent land areas. Upon Substantial 
Completion of the Work, or a portion of the Work, Contractor will remove all debris, 
trash, construction waste, materials, equipment, machinery and tools arising from 
the Work or applicable portions of it to permit the City to occupy the Project or a 
portion of the Project for its intended use.
B. 
Dust Control. Contractor will take whatever steps, procedures or means required 
to prevent abnormal dust conditions due to his construction operations in 
connection with this Contract. The dust control measures will be maintained at all 
times during construction of the Project(s) to the satisfaction of the City in 
accordance with the requirements of the Maricopa County Health Department Air 
Pollution Control Regulations and City of Scottsdale Supplement to M.A.G. 
Standard Specifications together with applicable provisions of Federal and State 
Law.
C. 
Dust Control Coordinator. Subject to the requirements or exemptions contained 
A.R.S. §49-474.05, as amended, Contractor shall comply with the training, 
permitting, and Dust Control Coordinator requirements applicable to the Site and
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Contract No. 2026-088-GOS
the Project. The Dust Control Coordinator must have full authority to ensure that 
dust control measures are implemented at the Site, including authority to conduct 
inspections, deploy dust suppression resources, and modify or shutdown activities 
as needed to control dust. The Dust Control Coordinator must be responsible for 
managing dust prevention and dust control on the Site, including the use of leaf 
blowers and street sweeping equipment. The Dust Control Coordinator must have 
a valid Dust Training Certification Identification Card readily accessible on the Site 
while acting as the Dust Control Coordinator.
A Subcontractor who is engaged in dust generating operations at a Site that is 
subject to a Dust Control Permit issued by a County Control Officer and that 
requires the control of PM-10 emissions from dust generating operations must 
register with the County Control Officer. The Subcontractor must have its 
registration number readily accessible on the Site while conducting any dust 
generating operations.
D. 
Storage on Site. Only materials and equipment, which are to be used directly in 
the Work, will be brought to and stored on the Site by Contractor. When equipment 
is no longer required for the Work, it will be removed promptly from the Site. 
Protection of construction materials and equipment stored at the Site from Weather, 
theft, damage and all other adversity is solely the responsibility of Contractor.
E. 
Waste Products. Contractor is responsible for the cost to dispose of all waste 
products including excess earth material which will not be incorporated into the 
Work under this Contract. The waste product referred to will become the property 
of Contractor. Contractor will provide for the legal disposal at an appropriate off­
site location for all waste products, debris, etc., and will make necessary 
arrangements for its disposal. Any disposal/dumping of waste products or unused 
materials will conform to applicable Federal, State and Local Regulations.
F. 
Contractor will supervise and direct the Work. Contractor will be solely responsible 
for the means, methods, techniques, sequences and procedures of construction. 
Contractor will employ and maintain on the Site a qualified supervisor or 
superintendent who will have been designated in writing by Contractor as 
Contractor’s Representative. The Contractor’s Representative will have full 
authority to act on behalf of Contractor and all communications given to the 
Representative will be as binding as if given to Contractor. The Representative 
will be present on the Site at all times as required to perform adequate supervision 
and coordination of the Work. Where appropriate all Provisions of M.A.G., Section 
105.5, will be applicable.
G. 
Abnormal Weather: In the event of abnormal weather conditions, such as 
windstorms, rainstorms, etc.. Contractor will immediately inspect the Work and Site 
and take all necessary actions to insure public access and safety are maintained.
H. 
Damage to Property at the Site. Contractor will be responsible for any and all 
damage or loss to property at the Site, except to the extent caused by the acts or 
omissions of the City or its representatives, employees or agertts and not covered 
by insurance. The costs and expenses incurred by Contractor under this Article 
will be paid as a Cost of the Work to the extent that these costs and expenses are 
in excess of or are not covered by required insurance, and to the extent of any
(Revised 6.6.2026) 
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Contract No. 2026-088-COS
deductibles, but they will not increase the Job Order Price.
Damage to Property of Others. Contractor will avoid damage, as a result of 
Contractor’s operations, to existing sidewalks, curbs, streets, alleys, pavements, 
utilities, adjacent property, the work of separate contractors and the property of the 
City. Contractor will repair any damage caused by the operations of Contractor, 
and these costs will be paid as a Cost of the Work to the extent that the costs and 
expenses are in excess of or are not covered by required insurance, and to the 
extent of any deductible, but they will not increase the Job Order Price.
Failure of Contractor to Repair Damage. Within ten (10) days written notice to 
Contractor by the City, if Contractor fails to cornmence the repair of damage to 
property as provided in Articles 1.5(H) and 1.5(l), and diligently pursue the repair, 
then the City may elect to repair the damages at its own expense and to deduct 
from payments due or to become due to Contractor, amounts paid or incurred by 
the City in correcting the damage (provided Contractor has not commenced such 
repair during the 10 day notice period).
1.6. SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
J.
A. 
Shop Drawings, Product Data, Samples and similar submittals are not Contract 
Documents. The purpose of their submittal is to demonstrate for those portions of 
the Work for which submittals are required the way Contractor proposes to 
conform to the information given and the design concept expressed in the Contract 
Documents. Contractor will review, approve and verify that all submittals meet the 
intent of the Contract Documents.
B. 
Three (3) copies of each Shop Drawing, Product Data, Sample, and similar 
submittals required by the Contract Documents will be delivered to the City in 
compliance with the approved schedule so as to cause no delay in the Work or in 
the activities of the City or of separate contractors. Submittals made by Contractor, 
which are not required by the Contract Documents, may be returned without 
action,
C. 
Contractor will perform no portion of the Work requiring submittal and review of 
Shop Drawings, Product Data, Samples, or similar submittals until the respective 
subrnittal has been approved by the City. All Work will be In compliance with 
approved submittals. Contractor will not be relieved of responsibility for any errors 
or omissions in Shop Drawings, Product Data, Samples, or similar submittals by 
the City’s approval. Deviation from the original specifications will be specifically 
noted on the submittal to the City and the City will be allowed seven (7) days to 
approve or reject any deviations.
D. 
By approving, verifying and submitting Shop Drawings, Product Data, Samples 
and similar submittals. Contractor represents that Contractor has determined and 
verified materials, field measurements and field construction criteria, or will do so, 
and has checked and coordinated the information contained within the submittals 
with the requirements of the Work and of the Job Order.
E. 
Contractor will not be relieved of responsibility for deviations from requirements of 
the Job Order by the City's approval of Shop Drawings, Product Data, Samples or
(Revised 5.6.2026) 
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Contract No. 2026-088-COS
similar submittals unless Contractor has specifically informed the City in writing of 
the deviation at the tinie of submittal and the City has given written approval to the 
specific deviation. Contractor will not be relieved of responsibility for errors or 
omissions in Shop Drawings, Product Data, Samples, or similar submittals by the 
City’s approval.
F. 
Contractor will direct specific attention, in writing or on resubmitted Shop Drawings, 
Product Data, Samples, or similar submittals, to revisions other than those 
requested by the City on previous submittals.
G. 
Informational submittals upon which the City is not expected to take responsive 
action may be so identified in the Contract Documents.
H. 
When professional certification of performance criteria of materials, systems or 
equipment is required by the Job Order, the City will be entitled to rely upon the 
accuracy and completeness of the calculations and certifications.
1.7. QUALITY CONTROL, TESTING AND INSPECTION
A. 
Inspection. The City’s Inspectors may be stationed on the Site to report to the 
City’s Representative, or designee, as to the progress of the Work. The City’s 
Representative, or designee, may also report as to the manner in which the Work 
is being performed and report whenever it appears that material furnished or Work 
performed by Contractor fails to fulfill the requirements of the specifications, this 
Contract or the Job Order. The Inspector may direct the attention of Contractor to 
any failure or infringement but this inspection will not relieve Contractor from any 
obligation to furnish acceptable materials or to provide completed construction that 
complies with the Contract or the Job Order in every way. The Inspector is for the 
purpose of assisting the City’s Representative and should not be confused with an 
Inspector with a City regulatory agency or with an inspector from a laboratory under 
Article 1.8.
B. 
In case of any dispute arising between the Inspector and Contractor as to material 
furnished or the manner of performing the Work, the Inspector will have the 
authority to reject materials or Suspend the Work until the question and issue can 
be referred to and decided by the City. Inspectors are not authorized to revoke, 
alter, enlarge, relax, or release any requirements of the specifications. Inspectors 
will in no case act as foremen or perform other duties for Contractor or interfere 
with the management of the Work by Contractor.
C. 
Inspection or supervision by the City’s Representative, or designee, wii) not be 
considered as direct control of an individual worker or the Work. The direct control 
will be solely the responsibility of Contractor.
D. 
The furnishing of these services for the City will not make the City responsible for 
or give the City control over construction means, methods, techniques, sequenced 
procedures or for safety precautions or programs or responsibility for Contractor’s 
failure to perform the Work in compliance with the Contract Documents.
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Contract No. 2026-088-COS
1.8. MATERIALS TESTING
All materials used in the Work will be new and unused, unless otherwise noted, and will
meet all quality requirements of the Job Order.
A. 
All construction materials to be used on the Work or incorporated into the Work, 
equipment, plant, tools, appliances or methods to be used in the Work may be 
subject to the inspection and approval or rejection of the City. Any materials 
rejected by the City will be removed immediately and replaced in a manner 
acceptable to the City without increasing the Job Order Price.
B. 
The procedures and methods used to sample and test material will be determined 
by the City. Unless othenwise specified, samples and tests will be made in 
compliance with the following: The City of Scottsdale Minimum Sampling 
Frequency Guide, the City of Scottsdale Material Testing Manual and the standard 
methods of AASHTO or ASTM, DSPM and MAG supplements.
C. 
The City will select a pre-qualified City or Independent Testing Laboratory and will 
pay for Initial City Acceptance Testing.
1. When the first and subsequent tests indicate noncompliance with the Job 
Order, the cost associated with that noncompliance will be incurred by 
Contractor without increasing the Job Order Price.
2. When the first and subsequent tests indicate noncompliance with the Job 
Order, all retesting will be performed by the same testing agency. The cost 
associated with the noncompliance will be incurred by Contractor without 
increasing the Job Order Price.
3. Contractor will cooperate with the selected testing laboratory and all others 
responsible for the testing and inspecting of the Work and will provide them 
access to the Work at all times.
D. 
At the option of the City, materials may be approved at the source of supply before 
delivery is started.
E. 
Code compliance testing and inspections required by codes or ordinances, or by 
a plan approval authority, and which are made by a legally constituted authority, 
will be incurred by Contractor without increasing the Job Order Price, unless 
otherwise provided in the Job Order.
F. 
Contractor’s convenience and quality control testing and inspections will be the 
sole responsibility of Contractor and incurred by Contractor without increasing the 
Job Order Price.
G. 
All soils and materials testing will be performed and paid for by the City. The City 
will order tests and distribute test results for all construction areas. The City will 
be responsible for ordering testing and will distribute test results within 24 hours of 
receipt.
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1.9. PROJECT RECORD DOCUMENT/AS BUILTS
A. 
During the construction period, Contractor will maintain at the Site a set of Blueline 
or Blackline Prints of the Construction Document drawings and Shop Drawings for 
Project Record Document purposes.
1. Contractor will mark these drawings to indicate the actual installation where 
the installation varies appreciably from the original Construction 
Documents. Contractor will give particular attention to information on 
concealed elements, which would be difficult to identify or measure and 
record later. Items required to be marked include but are not limited to:
Dimensional changes to the drawings;
Revisions to details shown on drawings;
Depths of foundations below first floor;
Locations and depths of underground utilities;
Revisions to routing of piping and conduits;
Revisions to electrical circuitry;
Actual equipment locations;
Duct size and routing;
Locations of concealed internal utilities;
Changes made by Adjustment; and 
Details not on original Contract Drawings.
2. Contractor will mark completely and accurately Project Record Documents, 
prints of Construction Documents or Shop Drawings; whichever is the most 
capable of indicating the actual physical condition. Where Shop Drawings 
are marked, show cross-reference on the Construction Documents 
location.
3. Contractor will mark sets of Project Record Drawings Prints with red 
erasable colored pencil.
4. Contractor will note Request for Information (RFI) Numbers, American 
Standards Institute (ASI) Numbers and Adjustment Numbers, etc., as 
required to identify the source of the change to the Construction 
Documents.
5. Contractor will at the time of Substantial Completion, submit Project Record 
Drawing Prints and Shop Drawings to the City or its representative for 
review and comment.
B. 
Immediately upon receipt of the reviewed Project Record Drawings from the City, 
Contractor will correct any deficiencies or omissions to the drawings and prepare 
the following for submission to the City:
1. A complete set of PDF electronic files of all Project Record Drawing 
prepared in Microstation format compatible with City of Scottsdale CADD 
requirements. If a Design Professional is contracted with, the Design 
Professional will provide files of the original Construction Documents to
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Contract No. 2026-088-COS
Contractor for use in preparing these final Project Record Documents, or 
Contractor may contract with the Design Professional to revise and update 
the electronic drawing files. Each drawing will be clearly marked with “As- 
Built Document" and shall be certified by an Arizona Registered Land 
Surveyor.
2, A complete set of As-Built reproducible mylars from the final Microstation 
drawings and an electronic pdf file on CD are required.
3. The original copy of the Project Record Drawings with redline mark-ups.
1.10. PROJECT SAFETY
A. 
The Occupational Safety and Health Act (OSHA) and the City of Scottsdale loss 
control procedures are the minimum standard for safety and environmental 
protection and must be fully complied with at airtimes. Ail Work will be performed 
in compliance with all applicable federal, state and local laws, ordinances, statutes, 
rules and regulations including ADOSH policies and procedures. Contractor may 
be required to attend a City safety briefing session at the pre-construction meeting. 
The session will be attended by the Contract Administrator, the designated Risk 
Management staff, and a Contractor’s Representative. Contractors that violate the 
aforementioned rules and regulations may be subject to job shutdown and or 
removal from City facilities.
B. 
The Risk Management Division makes available a packet which contains the City’s 
OSHA compliance guidelines, emergency evacuation, the City’s safety and health 
plan, and other safety Information.
C. 
Contractor Will conduct tailgate safety meetings regularly to ensure that safety on 
the job is given priority.
D. 
Contractor will contact the City’s Representative and the Risk Management 
Division within twenty-four (24) hours of the occurrence of an accident or injury 
arising out of Contractor’s Work under this Contract.
E. 
Contractor employees are encouraged to abate or remedy any unsafe act or 
condition, which may arise in the course of Contractor’s Work under this Contract.
F. 
The City reserves the right to conduct safety audits at the Site and stop unsafe 
acts at any time. In addition, the City will be notified within four (4) hours should 
any OSHA inspection occur at a Site.
G. 
Contractor recognizes the importance of performing the Work in a safe manner so 
as to prevent damage, injury or loss to;
1. All individuals at the Site, whether working or visiting:
2. The Work, including materials and equipment incorporated into the Work 
or stored on-Site or off-Site; and
3. All other property at the Site or adjacent to the Site.
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Contract No. 2026-088-COS
H. 
Contractor assumes responsibility for implementing and monitoring all safety 
precautions and programs related to the performance of the Work.
I. 
Contractor will, before commencing construction, designate a Safety 
Representative with the necessary qualifications and experience to supervise the 
implementation and monitoring of all safety precautions and programs related to 
the Work. Unless otherwise required by the Contract Documents, Contractor’s 
Safety Representative will be an individual stationed at the Site who may have 
responsibilities on the Project in addition to safety.
J. 
Contractor must provide OSHA 300A Summary log information including total 
recordable cases, total case rates, and lost workday incident rates for the past two 
(2) calendar years. The Safety Representative shall make routine daily 
inspections of the Site and shall hold weekly safety meetings with Contractor’s 
personnel. Subcontractors and others as applicable.
K. 
Contractor will immediately report in writing any safety-related injury, loss, damage 
or accident arising from the Work to City’s Representative and, to the extent 
mandated by Legal Requirements, to all government or quasi-governmental 
authorities having jurisdiction over safety-related matters involving the Project or 
the Work.
L. 
Contractor’s responsibility for safety under this Article 1.10 is not intended in any 
way to relieve Subcontractors and Sub-Subcontractors of their own contractual 
and legal obligations and responsibility for;
1. Complying with all Legal Requirements, including those related to health 
and safety matters; and
2. Taking all necessary measures to implement and monitor all safety 
precautions and programs to guard against injury, losses, damages or 
accidents resulting from their performance of the Work.
M. 
Contractor and Subcontractors must agree to provide Material Safety Data Sheets 
for all substances that are delivered to the City of Scottsdale, that come under the 
Occupational Safety and Health Administration Toxic and Hazardous Substances 
- Hazard Communication Standard, 29 CFR 1910.1200 Hazard Communication 
(reference Occupational Safety and Health Standards, Subpart Z Toxic and 
Hazardous Substances - Hazardous Communication Standard).
All Contractors and all Subcontractors using chemicals on City of Scottsdale 
property shall use only the safest chemicals, with the least harmful ingredients. 
These chemicals shall be approved for use by a City of Scottsdale representative 
before bringing them on the property.
Contractor and all Subcontractors shall make every attempt to apply approved 
chemicals with highly volatile organic compounds, outside of working hours. 
Adequate ventilation will be used at all times during the application of these 
approved chemicals.
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Gontraet No. 2026-088-COS
In conjunction with the Occupational Safety and Health Standards, Subpart Z Toxic 
and Hazardous Substances - Hazard Communication Standard, 29 CFR 
1910.1200 Hazard Communication, Contractor and Subcontractors are informed 
of the presence of (or possible presence of) chemicals in the area where the Work 
requested will be performed. It is the responsibility of Contractor or all selected 
Subcontractors to contact the City of Scottsdale for specific information relative to 
the type of chemicals present and location of appropriate Material Safety Data 
Sheets.
Unless included in the Work, if Contractor encounters onsite material which he 
reasonably believes to contain asbestos, polychlorinated biphenyl (PCB), or other 
hazardous substances or materials regulated by Public Health Laws, it will 
immediately stop Work and report the condition to the City.
If the material is found to contain asbestos, PCB or other hazardous substances 
or materials regulated by Public Health Laws, Contractor will nOt resume Work in 
the affected area until the material has been abated or rendered harmless. 
Contractor and the City may agree, in writing, to continue Work in non-affected 
areas onsite. An extension of the Contract Time may be granted as provided in 
Article 5.
1.11. WARRANTY
A. 
Contractor warrants that any material or service supplied to the City shall fully 
conform to all requirements of this Contract and all representations of the 
Contractor, and shall be fit for all purposes and uses required by this Contract. The 
materials and services supplied under this Contract shall comply with all applicable 
federal, state and local laws, and the Contractor shall maintain all applicable 
licenses and permits.
B. 
The provisions of M.A.G., Section 108.8 will apply with the following additional 
requirements:
1. Should Contractor fail to begin repairs or corrective work within fourteen 
(14) calendar days after receipt of written notice from the City, the City may 
perform the necessary work and Contractor agrees to reimburse the City 
for the actual cost.
2. The warranty period on any part of the Work repaired or replaced will be 
extended for a period of one (1) year from the date of the repair or 
replacement.
3. This warranty will not apply to damage caused by normal wear and tear or 
by acts beyond Contractor’s control.
C. 
Contractor's warranty obligation excludes defects caused by abuse, alterations, or 
failure to maintain the Work by persons other than Contractor or anyone for whose 
acts Contractor may be liable.
D. 
Contractor's warranty obligation will be for one (1) year.
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Contract No. 2026-088-COS
E. Nothing in this warranty is intended to iimit any manufacturer's warranty which 
provides the City with greater warranty rights than those found in this Article 1.11 
or the Contract Documents. Contractor will provide the City with all manufacturers’ 
warranties upon Substantial Completion of each Job Order.
1.12. CORRECTION OF DEFECTIVE WORK
A. 
Contractor agrees to correct any Work that is found to not be in conformance with 
the Contract Documents, including that part of the Work subject to Article 1.11 
above, within a period of one (1) year from the date of Substantial Completion of 
the Work or any portion of the Work, or within any longer period to the extent 
required by the Contract Documents. All removal/replacement work, as directed 
by the City to Contractor, in compliance with this Contract, MAG standards and 
City codes will have cost determinations by the City and be issued as a Job Order 
Adjustment to the Project. A Progress Payment, or partial or entire use or 
occupancy of the Project by the City will not constitute acceptance of Work not in 
accordance with the Contract Documents.
During the Work, Contractor shall take meaningful steps to begin correction of any 
nonconforming Work as notified by the City. This includes the correction, removal 
or replacement of the nonconforming Work and any damage caused to other parts 
of the Work affected by the nonconforming Work. If Contractor fails to begin the 
necessary steps during the Work, the City, in addition to any other remedies 
provided under the Contract Documents, may provide Contractor with written 
notice that the City will commence correction of any nonconforming Work, at its 
discretion, through its employees, agents or other third parties.
Contractor shall take meaningful steps to begin correction of nonconforming Work 
subject to Article 1.11 above. These measures include but are not limited to timely 
correction of th? Work. If Contractor fails to initiate necessary measures for this 
Work within seven (7) days of receipt of written notice from the City, the City, in 
addition to any other remedies provided under the Contract Documents, may 
provide Contractor with written notice that the City will begin correction of the 
nonconforming Work, at its discretion, through its employees, agents or other third 
parties.
B. 
If the City does perform this corrective Work, Contractor will be responsible for all 
reasonable costs incurred by the City in performing the correction without 
increasing the Job Order Price.
C. 
Contractor shall immediately respond to any nonconforming Work that creates an 
emergency.
D. 
The one (1) year period referenced in Article 1.11 above applies only to 
Contractor's obligation to correct nonconforming Work and is not intended to 
constitute a period of limitations for any other rights or remedies the City may have 
regarding Contractor’s other obligations under the Contract Documents.
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Contract No. 2026-088-COS
1.13. SUBCONTRACTOR AND MAJOR SUPPLIER SELECTIONS
A. 
Contractor shall select major Subcontractors and major Suppliers, subject to first 
obtaining the City's approval. Major Subcontractors may be selected based on 
qualifications or a combination of qualifications and price. Subcontractors must 
not be selected based on price alone. Except as noted belovv, the selection of 
major Subcontractors/Suppliers is the responsibility of Contractor, but the City 
must approve in writing the selection of ail Subcontractors. In any case. Contractor 
is solely responsible for the performance of the selected Subcontractors/Suppliers.
Contractor shall prepare a Subcontractor/Supplier selection pian and submit the 
plan to the City for approvai or Contractor may use the City’s plan as described in 
Articie 1.13(B). This Subcontractor seiection plan will identify those Subcontractor 
trades anticipated to be selected by qualifications only as provided in Article 
1.13(B) and those Subcontractor trades anticipated to be seiected by qualifications 
and competitive bid as provided in Article 1.13(C). This plan will also identify those 
Subcontractors that wili not be selected through a formalized quaiifications-based 
selection process. The Subcontractor selection pian must be consistent with the 
selection requirements included in this Contract.
B. 
Selection by qualifications only - The City may approve the selection of a 
Subcontractor(s) or Supplier(s) based only on their qualifications when Contractor 
can demonstrate it is in the best interest of the Project.
1. Contractor wiil apply the Subcontractor selection plan approved by the City 
in the evaluation of the qualifications of a Subcontractor(s) or Supplier(s) 
and provide the City with its review and recommendation. The selection 
plan will be Contractor's own selection pian approved by the City or the 
City’s selection plan as provided in this Article 1.13(B).
2. Contractor will negotiate costs for services/supplies from the 
Subcontractor(s)/Supplier(s) under the approved qualifications only 
method.
City Selection Plan:
3. Contractor may elect to comply with the following City procedures in its 
selection of Subcontractor(s) or Suppliers(s) based on qualifications oniy;
a. The Request for Qualifications (RFQ) will contain the best 
description of the services or material desired; and
b. A statement that oniy unpriced statements of quaiifications wiil be 
considered; and
c. State the requirements for the project, such as drawings and 
descriptive literature; and
d. State the criteria for evaluating the qualifications; and
e. A ciosing date and time for receipt of a statement of quaiifications
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Contract No. 2026-088-COS
and the location where the statements should be delivered or 
mailed; and
f. 
A statement that discussions may be held; and
g. A statement that only statements of qualifications determined to be 
acceptable will be considered for award.
4. The RFQ may be amended after the submission of the statements of 
qualifications. Any amendment will be distributed only to bidders who 
submitted statements of qualifications. Those bidders will be permitted to 
submit new unpriced statements of qualifications or to amend statements 
already submitted.
C.
5. Statements of Qualifications will not be opened publicly but will be opened 
in the presence of Contractor. The contents of unpriced statements of 
qualifications will not be disclosed to Unauthorized persons.
6. Statements of Qualifications will be evaluated solely in accordance with the 
criteria stated in the RFQ and will be determined to be either acceptable 
for further consideration or unacceptable. A determination that the 
statement is unacceptable shall be in writing, state the basis of the 
determination and be retained by Contractor. Contractor will notify the 
bidder of the determination and the bidder will not be given an opportunity 
to amend its statement of qualifications further.
7. Contractor may conduct discussions with any bidder who submits an 
acceptable or potentially acceptable statement of qualifications. During 
discussions, Contractor will not disclose any information derived from any 
other bidder’s statement of qualifications.
8. Contractor will negotiate costs for sen/ices/supplies from the 
Subcontractor(s)/Supplier(s) selected under this method.
Selection by qualifications and competitive bid - Contractor will apply the 
City’s Subcontractor selection plan stated above or Contractor’s selection plan, if 
previously approved by the City, in Contractor’s evaluation of the qualifications of 
Subcontractor(s)/Supplier(s) and wjll provide the City with the selected process to 
prequalify prospective Subcontractors/Suppliers. Selection may not be based on 
price alone. All Work by major Subcontractors and major Suppliers will then be 
competitively bid to the prequalified Subcontractors unless a Subcontractor or 
supplier was selected in accordance with Article 1.13(B) above. Contractor may 
elect to corhply with the following procedures in step 2 of its competitive bid 
process.
1. Contractor will develop Subcontractor and Supplier interest, submit the 
names of a minimum of three (3) qualified Subcontractors or Suppliers for 
each trade in the Project and solicit bids for the various Work categories. If 
there are not three (3) qualified Subcontractors/Suppliers available for a 
specific trade or there are extenuating circumstances, Contractor may 
request approval by the City to submit less than three (3) names. Without
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Contract No. 2026-088-COS
first giving written notice to the City, no change in the recommended 
Subcontractors/Suppliers will be allowed.
2. If the City objects to any nominated Subcontractor/Supplier of to any self- 
performed Work for good reason, Contractor will nominate a substitute 
Subcontractor/Supplier that is acceptable to the City.
3. Contractor will distribute Drawings and Specifications, and when 
appropriate, conduct a pre-bid conference with prospective Subcontractors 
and Suppliers. Contractor will then review the price bids submitted by 
Subcontractors and Suppliers and make its selection based on the 
responsive and responsible bidder with the lowest price.
4. If Contractor desires to self-perform certain portions of the Work, it must 
request to be one of the approved Subcontractor bidders for those specific 
bid packages. Contractor’s bid will be evaluated in accordance with the 
process identified in the Invitation for Bids. If events warrant and the City 
concurs that in order to insure compliance with the Project Schedule or 
cost. Contractor may self-perform Work without bidding or re-bidding the 
Work.
D. 
If after receipt of sub-bids or after award of Subcontractors and Suppliers, the City 
objects to any nominated Subcontractor/Supplier or to any self-performed Work 
for good reason, Contractor will nominate a substitute Subcontractor or Supplier, 
preferably if this option is still available, from those who submitted Subcontractor 
bids for the Work affected. Once the substitute Subcontractors and Suppliers are 
consented to by the City, Contractor’s proposed price for the Work or portion of the 
Work will be correspondingly adjusted to reflect any higher or lower costs from any 
substitution. Under no circumstances will the City's objection or comment on any 
Subcontractor or Supplier relieve Contractor of its sole responsibility for control 
over the methods, means and processes by which the Work is accomplished. The 
City must approve in writing the selected Subcontractor Selection Plan before work 
commences on any Job Order.
E. 
Contractor shall incorporate by reference the terms and conditions of this Contract, 
in any subcontract or supplier contract hereunder.
ARTICLE 2 - CITY’S SERVICES AND RESPONSIBILITIES 
2.1 INFORMATION AND SERVICES
The City will furnish Contractor, at no cost to Contractor, the following information or
services for this Project:
1. One copy of data pertinent to the Work. However, Contractor will be 
responsible for searching the records and requesting information required 
for the Project.
2. Ail available data and information relative to policies, standards, criteria, 
studies, etc.
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Contract No. 2026-088-COS
3. Project funding and budget allocations and any changes affecting the 
funding or budget allocations.
4. For purpose of determining the Job Order Price, any Plans and 
Specifications.
5. For purpose of Project Record Drawing Prints, a GADD file of the 
Construction Documents in Microstatibn format compatible with City of 
Scottsdale CADD requirements.
2.2 
CITY’S REPRESENTATIVE
The City's Representative will be responsible for providing City-supplied information and 
approvals in a timely manner to permit Contractor to fulfill its obligations under the Contract 
Dpcumehts.
2.3 
DESIGN PROFESSIONAL SERVICES
A. 
The City may contract separately with one or more Design Professionals to provide 
architectural or engineering design of the Project in accordance with the provisions 
of A. R.S. §34-603.
B. 
The City may contract with the Design Professional to provide some or all of the 
following services during the performance of the Work;
1. The Design Professional may provide administration of the Work. The City 
and Contractor will endeavor to communicate through the Design 
Professional. Communications by and with the Design Professional's 
consultants Will be through the Design Professional.
2. The Design Professional may visit the Site at intenrals appropriate to the 
stage of construction to become generally familiar with the progress and 
quality of the completed Work and to determine in general if the Work is 
being performed in accordance with the Contract Documents. The Design 
Professional will keep the City informed of progress of the Work and will 
endeavor to guard the City against defects and deficiencies in the Work.
3. Upon Contractor’s submittals, the Design Professional may review and 
approve or take other appropriate action on submittals as Shop Drawings, 
Product Data and Samples in accordance with Article 1.6.
4. All drawings produced for projects considered to be performed under 
Contractor are the property of the City and are owned in whole by the City 
for any and all future use and considerations.
2.4 
CITY’S SEPARATE CONTRACTORS
The City is responsible for all Work performed on the Project or at the Site by separate 
contractors under the City's control. The City Will contractually require its separate 
contractors to cooperate with and coordinate their activities so as not to interfere with 
Contractor in order to enable Contractor to timely complete the Work consistent with the
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Contract No. 2026-088-COS
Contract Documents. Contractor agrees to reasonably cooperate and coordinate its 
activities with those of the separate contractors so that the Project can be completed in 
an orderly and coordinated manner without unreasonable disruption.
2.5 FURNISHING OF SERVICES AND INFORMATION
A. The City will be responsible for the payment or waiver of the following:
B.
1. City review and permit(s) fees for building, encroachment, and demolition 
permits including City, State and County.
2. City review fees for grading and drainage, water, sewer and landscaping.
3. Utility design fees or permanent sen/ices fees are paid by the City, but all 
submittals are the responsibility of Contractor.
4. Obtaining Nationwide 404 Permits.
6. city Development Fees.
Unless expressly stated to the contrary in the Contract Documents, the City will 
provide, at its own cost and expense, for Contractor’s information the following:
1. To the extent available, surveys describing the property, boundaries, 
topography and reference points for use during construction, including 
existing service and utility lines;
2. Temporary and permanent easements, zoning and other requirements and 
encumbrances affecting land use, necessary to permit the proper design 
and construction of the Project and enable Contractor to perform the Work;
3. A legal description and street or physical address of the Site;
4. To the extent available, as-built record or historical drawings of any existing 
structures at the Site;
5. To the extent available, environmental studies, reports and impact 
statements describing the environmental conditions, including hazardous 
materials, in existence at the Site; and
6. To the extent available. Geotechnical studies describing subsurface 
conditions and other surveys describing other latent or concealed physical 
conditions at the Site.
7. The City will provide all City standards and guidelines, supplementary 
conditions and special provisions that will be included in the plans and 
specifications for the Project. These may include but are not limited to: 
disposal of surplus material, special security provisions, investigation of 
underground facilities,, traffic controls and regulations, special quality 
control testing and termite treatment requirements.
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Contract No. 2026-088-COS
2.6 PROJECT MANAGEMENT SERVICES
A. 
The City may contract separately with one or more Technical Consultants to 
provide project management assistance for the Project. The Technical 
Consultant's contract as well as contracts with other firms hired by the City will be 
furnished to Contractor. Contractor will not have any right, however, to limit or 
restrict any Project modifications that are mutually acceptable to the City and 
Technical Consultant.
B. 
The Technical Consultant services will augment the City staffing resources to 
effectively manage the objectives of the City and the Project with the goal of 
managing the key Project communication, cost and time parameters.
C. 
The Technical Consultant may provide pre-programming and design standards.
D. 
The City may contract with the Technical Consultant to provide any or all of the 
sen/ices or functions of the City’s project manager during the performance of the 
construction.
2.7 
PERMIT REVIEW AND INSPECTIONS
For clarification, permitting activities are handled by the City of Scottsdale 
Developmental Services, Fire and Planning Departments. Obtaining any permits and 
submittals are the responsibility of the City.
2.8 
UTILITY COMPANY COORDINATION
Contractor will be responsible for coordinating utility design work for permanent service 
to the Project and will ensure that the work takes place in a timely manner and does not 
impact the Project schedule. Any utility design fees for permanent services to a Job 
Order will be paid by the City in accordance with Article 2.6.
ARTICLE 3 - CONTRACT TIME AND JOB ORDER TIME
3.1 CONTRACT TIME
A. 
The initial term of this Contract will be for two (2) years and will commence on the 
Effective Date, with the option to extend for three (3) additional years in one (1) 
year increments.
1. The option to extend may be exercised based on Contractor’s successful 
performance and the needs of the City.
2. A contract modification will be processed for each extension and will 
commence on or about the anniversary date of the Contract. Each extension 
must be authorized by the Contract Administrator and Purchasing Director for 
the City and need not return to the City’s Council for approval.
B. 
The Contract will remain in full force and effect during the performance of any Job 
Order.
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Contract No. 2026-088-COS
3.2 
JOB ORDER TIME
A. 
Job Orders may be issued at any time during the term of this Contract.
B. 
Each individual Job Order will include a Job Order Notice-to-Proceed date, 
Duration of the Work as determined in accordance with this Article 3.2 and a 
calculated Substantial Completion date.
C. 
Contractor agrees that it wiil commence performance of the Work and achieve the 
approved Job Order Time.
D. 
Job Order Time may be subject to adjustment in accordance with Article 5.
3.3 
SUBSTANTIAL COMPLETION
A. 
Substantial Completion of each Job Order is when all construction has been 
completed with the exception of final inspection punch list work and further defined 
in Article 12. The purpose of granting or acknowledging Substantial Completion is 
to stop Job Order Tjme.
B. 
Before notifying the City in accordance with Article 3.3(C), Contractor will inspect 
the Work and prepare and Submit to the City a comprehensive list of, items to be 
completed or corrected. Contractor will proceed promptly to complete and correct 
items on the list. Failure to include an item on the list does not alter the 
responsibility of Contractor to complete all Work in accordance with the Contract 
Documents.
C. 
Contractor will notify the City when it believes a Job Order, or to the extent 
permitted in the Contract Documents, a portion of the Job Order, is substantially 
complete.
D. 
Within five (5) days of the City’s receipt of Contractor’s notice in accordance with 
Article 3.3(C). the City and Contractor will jointly inspect the Work to confirm 
Substantial Completion.
E. 
Once Substantial Completion of the Work is confirmed in accordance with Article 
3.3(D), the City will prepare and issue a Certificate of Substantial Completion that 
will state:
1. The date of Substantial Completion of the Work or portion of the Work;
2. The remaining items of Work that have to be completed within thirty (30) 
calendar days before Final Acceptance;
3. Provisions (to the extent not already provided in the Contract Documents) 
establishing the City's and Contractor’s responsibility for the Project’s 
security, maintenance, utilities and insurance pending Final Acceptance.
F. 
The City, at its option, may use a portion of the Work which has been determined 
to be substantially complete provided, however, that:
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Contract No. 2026-088-COS
1. Certificate of Substantial Completion has been issued for the portion of 
Work addressing the items in Article 3.3(E)(2).
2. Contractor and the City have obtained the consent of their sureties and 
insurers, and to the extent applicable, the appropriate government 
authorities having jurisdiction over the Project, and
3. The City and Contractor agree that the City’s use of occupancy will not 
interfere with Contractor’s completion of the remaining Work required under 
Article 3.3(E).
3.4 
PUNCH LIST PREPARATION
A minimum of seven (7) days before Substantial Completion, Contractor, in conjunction 
with the City, will prepare a comprehensive list of Punch List items, which the City may 
edit and supplement. Contractor will proceed promptly to complete and correct the 
Punch List items. Failure to include an item on the Punch List does not alter the 
responsibility of Contractor to complete all Work |n accordance with the Contract 
Documents. Warranties required by the Contract Documents will not commence until 
the date of Final Acceptance, unless othenwise provided in the Contract Documents. 
Seven (7) days before the City issues its Final Acceptance Letter, Contractor will deliver 
to the City all Operation and Maintenance Manuals necessary for the City to assume 
responsibility for the operation and maintenance of that portion of the Work.
3.5 
FINAL ACCEPTANCE
Upon receipt of written notice that the Work or identified portions of the Work is ready for 
final inspection and acceptance, the City and Contractor will jointly inspect to verify that 
the remaining items of Work have been completed as required under Article 3.3(E). 
Upon verification that the items have been satisfactorily completed, the City will issue a 
Final Acceptance Letter.
3.6 
LIQUIDATED DAMAGES
A. 
Contractor understandsthat if Substantial Completion is not attained within the Job 
Order Time, as may be adjusted for each Job Order, the City will suffer darhages, 
based on the anticipated loss caused by the breach and the difficulty in determining 
and accurately specifying the damages. Contractor agrees that if Substantial 
Completion is not attained within the Job Order Time as adjusted. Contractor will 
pay the City the amount prescribed in Article 3.6(B) below as liquidated damages 
for each Day that Substantial Completion extends beyond the date determined by 
the Job Order Time as adjusted.
B. 
The following will be the liquidated damages for each Job Order unless a specific 
amount has been determined for each individual Job Order.
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Contract No. 2026-088-COS
L QUIDATED DAMAGES
Original Job Order Amount
Daily Charges
From more than To and including Calendar Day or Fixed Date
$00
$25,000
$200
25,001
50,000
250
50,001
100,000
280
100,001
500,000
430
500,001
750,000
500
750,001
1,000,000
570
1,000,001
1,250,000
610
1,250,001
1,500,000
650
ARTICLE 4- CONTRACT PRICE AND JOB ORDER PRICE 
4.1 CONTRACT PRICE
The fee for individual projects performed under this contract will be negotiated on a 
project-by-project basis as Job Orders. The amount paid to the Contractor under this 
contract for all Job Orders shall not exceed Six Million Dollars ($6,000,000) for the initial 
two (2) year term and Three Million Dollars ($3,000,000) for any successive one (1) year 
contract extension. The Contractor agrees at its own cost and expense, to do ail the 
Work as specified in the Contract Documents and any Work contingent to the Contract 
and necessary for the construction of the improvements. The Contractor will completely 
construct the Work and install the materials, free and clear of all claims, liens, and 
charges of any kind, in the manner and under the conditions specified within the time or 
times stated in each Job Order.
A. 
In no event will any individual Job Order Price exceed Two Million Five Hundred 
Thousand Dollars ($2,500,000). If the City opts to extend this Contract in 
accordance with Article 3.1(A), the Contract Modification may increase the 
maximum amount, if necessary, at that time.
B. 
The Job Order Price is subject to Adjustments made in accordance with Article 5.
C. 
Unless otherwise provided in the Contract Documents, the Job Order Price is 
considered to include all sales, use, consumer and other taxes throughout the term 
of this Contract, whether or not yet effective or merely scheduled to go into effect.
D. 
Contractor must secure and maintain, during the life of the Contract, State of 
Arizona and City of Scottsdale Transaction Privilege (sales) Tax Licenses.
To obtain a State of Arizona Privilege (Sales) Tax License Application, please go 
to the following website:
https://azdor.qov/transaction-privileqe-tax/tpt-license/applvinq-tpt-license
To obtain a City of Scottsdale Transaction (Sales) Tax License Application, please 
go to the following website:
https://www.scottsdaleaz.qov/taxes/resources
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Contract No. 2026-088-COS
Contractor must demonstrate compliance with the E-Verify Program as provided 
in Article 11.33 and as required byA.R.S. §41-1080, as amended, before issuance 
of any License by the City,
4.2 RESPONSIBILITY FOR PRIVILEGE (SALES) TAXES
A. Contractor is responsible for payment of all applicable State of Arizona and City of 
Scottsdale transaction privilege (sales) taxes due on construction income whether 
or not these taxes are specifically separated in the bid amount. The taxes are to 
be reported on either a progressive billing (accrual) basis or cash receipts basis, 
depending on the method chosen at the time application was made for the 
Privilege (sales) Tax License.
City Privilege (sales) tax exemptions/deductions may be applicable to certain 
projects. Contractor is advised to consider this as it prepares its bid. Please 
review, in detail. Sections 415, 465, and 110 of the Scottsdale Revised City Code, 
Appendix C to determine if exemptions/ deductions are applicable. For tax 
guidance, please reference the City Code and other tax resources at the following 
website:
http://www.scottsdaleaz.gov/taxes/
The State of Arizona has similar exemptions; please reference A.R.S. Title 42 at 
the following website:
http://www.azleq.state.az.us/ArizonaRevisedStatutes.asp?Title=42
For further questions regarding tax treatment, please contact the Arizona 
Department of Revenue at 602-255-2060 and the City of Scottsdale Tax & Audit 
Section at 480-312-2768.
ARTICLE 5 - CHANGES TO THE CONTRACT PRICE AND TIME 
5.1 DELAYS TO THE WORK
A. 
Delays may be compensable, concurrent, excusable or non-excusable as defined 
in Article 12.
B. 
If Contractor is delayed in the performance of the Work due to acts, omissions, 
conditions, events, or circumstances beyond its control and due to no fault of its 
own or those for whom Contractor is responsible, the Job Order Time for 
performance may be reasonably extended by Job Order Adjustment.
C. 
Contractor must request a Job Order Adjustment by written notice, including an 
estimate of the probable effect of delay on progress of the Work. In the case of a 
continuing delay, only one request is necessary.
D. 
Written notice will be received within fourteen (14) days of the commencement of 
the cause of the delay. If written notice is received more than fourteen (14) days 
after commencement of the cause of the delay, the period of delay will be 
considered to commence fourteen (14) days before the giving of any notice.
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Contract No. 2026-088-COS
E. 
If adverse weather conditions are the basis for a Job Order Adjustment request, 
the requests shall be documented by data substantiating that weather conditions 
were abnormal for the period of time and could not have been reasonably 
anticipated, and that weather conditions had an adverse effect on the scheduled 
construction.
F. 
Permitting Contractor to proceed to complete any Work, or any part of the Work, 
after the date to which the time of completion may have been extended, will in no 
way act as a waiver on the part of the City of any of its legal rights.
G. 
In the event Contractor incurs expenses related to a delay for which the City is 
responsible pursuant to A.R.S. §34-609(E), as amended. Contractor and the City 
will negotiate an equitable adjustment to the Job Order Price and/or Job Order 
Time. This provision does not void any other section of this Contract that requires 
notice of delays, provides for arbitration or other procedures for settlement or 
provides for liquidated damages.
H. 
In addition to Contractor’s right to request a time extension for those events stated 
in this Article 5.1, Contractor may also be entitled to an appropriate adjustment of 
the Job Order Price provided, however, that the Job Order Price will not be 
adjusted for delays caused by reason of force majeure as defined in this Contract.
5.2 DIFFERING SITE CONDITIONS
5.2.1. If Contractor encounters a Differing Site Condition(s), Contractor may be entitled 
to an adjustment in the Job Order Price or Job Order Time(s) to the extent 
Contractor's cost or time of performance are the direct result of a Differing Site 
Condition(s).
5.2.2. Upon encountering a Differing Site Condition, Contractor shall provide prompt 
written notice to the City of the condition, which notice will not be later than seven 
(7) days after the condition has been encountered. Final costs must be 
submitted within thirty (30) days after notice is received by the City, unless 
extended by written agreement of the parties. Contractor must give the City’s 
Contract Administrator written notice of and an opportunity to observe such 
condition before disturbing or altering the Differing Site conditions. The failure 
of Contractor to give written notice and make the Claim as required by this Article 
and Article 7.1.5 shall constitute a waiver by Contractor of any rights arising out 
of or relating to such Differing Site Conditions.
5.2.3. In order for Contractor to obtain any additional compensation or time extensions 
for Differing Site Conditions, Contractor must demonstrate that it encountered a 
material difference at the Site, as defined in Article 12, that required it to expend 
additional cost or time. Contractor will also establish that it actually and 
reasonably relied upon the representations found in the Contract Documents 
concerning the Site conditions.
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Contract No. 2026-088-COS
5.3 
APPLICATION FOR EXTENSION OF TIME
6.3.1 
If performance by Contractor is delayed for a reason set forth in Article 5, 
Contractor may be allowed a reasonable extension of time in conformance with 
this Article. Before Contractor’s time extension request may be considered, 
Contractor shall notify the City of the condition which allegedly has caused Or is 
causing the delay, and shall submit a written application to the City identifying:
1. 
Liquidated damage assessment rate, as specified in the Contract;
2. 
OriginaUob Order Price;
3. 
Original Job Order Time;
4. 
Any previous Job Order Adjustments granted (number and duration); and
5. 
The extension of time requested.
5.3.2 
In addition, the application for extension of time shall set forth in detail;
1. 
The: nature of each alleged cause of delay in completing the Work;
2. 
The date upon which each such cause of delay began and ended and the 
number of dates attributable to each such cause;
3. 
A statement that Contractor waives all claims except for those delineated 
in the application, and the particulars of any claims which Contractor does 
not agree to waive. For time extensions for Substantial Completion and 
final completion payments, the application shall include a detailed 
statement of the dollar amounts of each claim item reserved; and
4. 
A statement indicating Contractor’s understanding that the time extension 
is granted only for purposes of permitting continuation of Contract 
performance and payment for Work performed and that the City retains its 
right to conduct an investigation and assess liquidated damages as 
appropriate in the future.
6.4 
ERRORS, DISCREPANCIES AND OMISSIONS
A. 
If Contractor observes errors, discrepancies or omissions in the Contract 
Documents, it will promptly notify the City and request clarification. Contractor will 
provide a copy of this notice to the City’s Representative.
B. 
If Contractor proceeds with the Work affected by the errors, discrepancies or 
omissions, without receiving any clarifications, it does so at its own risk. Adjustments 
involving these circumstances made by Contractor before clarification by the Design 
Professional will be at Contractor’s risk.
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Contract No. 2026-088-COS
5.5 CITY REQUESTED CHANGE IN WORK
A. 
The City reserves the right to make, at any time during the progress of the Work, 
any alterations as may be found necessary or desirable.
B. 
These alterations and changes will not invalidate this Contract nor release the 
surety and Contractor agrees to perform the Work as altered, the same as if it had 
been a part of the original Job Order. Contractor will notify the surety of the 
changes and will assure that the alterations and changes are adequately covered 
by the surety bond.
C. 
The City will request a proposal for a change in Work from Contractor, and an 
Adjustment to the Job Order Price or Job Order Time will be made based on a 
mutual agreed upon cost and time.
5.6 
LEGAL REQUIREMENTS
The Job Order Price or Job Order Time will be adjusted to compensate Contractor for 
the effects of any changes in the Legal Requirements enacted after the date of the 
Contract affecting the performance of the Work.
5.7 
JOB ORDER ADJUSTMENTS
A. 
In accordance with the City of Scottsdale Procurement Code, and related Rules 
and Procedures, the City and Contractor will negotiate in good faith and as 
expeditiously as possible the appropriate Job Order Adjustment(s). Upon reaching 
an agreement, the parties will prepare and execute an appropriate Adjustment 
reflecting the terms of their agreement. The change in Work may or may not 
include an Adjustment in the Job Order Price or Job Order Time.
B. 
All changes in Work authorized by Job Order Adjustments will be performed under 
the conditions of the Contract Documents. The decision to make an Adjustment 
to the Job Order rests solely with the City and any decision to make a Job Order 
Adjustment must be promptly complied with by Contractor, subject to the 
provisions of Article 5.8.
C. 
The execution of a Job Order Adjustment by Contractor shall constitute conclusive 
evidence of Contractor’s agreement to the ordered changes in the Work, the Job 
Order Price, and the Job Order Time by Contractor. Contractor, by executing the 
Job Order Adjustment, waives and forever releases any claim against the City for 
any additional time or compensation for matters relating to, arising out of, or 
resulting from the Work included within or affected by the executed Job Order 
Adjustment of which Contractor knew or should have known.
5.8 UNILATERAL DETERMINATION OF JOB ORDER VALUE
If no mutual agreement occurs between the City and Contractor, the change in Job Order 
Price, if any, shall be derived by determining the reasonable actual costs incurred or 
savings achieved, resulting from revisions to the Work. Such reasonable actual costs 
or savings shall include a component for direct job site overhead and profit but shall not 
include home-office overhead or other indirect costs and components. The calculation
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Contract No. 2026-088-COS
of actual costs shall conform to the markup schedule in Article 5.12 below. Any such 
costs or savings shall be documented in the format and with such content and detail as 
the City requires. Contractor shall promptly submit such documentation and other 
backup as the City may require in evaluating the actual costs incurred.
5.9 
ADDITIONAL JOB ORDER COST REQUIREMENTS
Contractor’s or Subcontractor’s submittals shall include the cost of materials, sales tax, 
and the cost of all transport. The cost of items listed shall be directly related to the Job 
Order Adjustment. Indirect costs not specifically related to the Job Order Adjustment 
shall not be considered. Contractor’s or Subcontractor’s Direct Labor Costs shall be 
limited to the hourly rate of directly involved workmen, employer contributions toward 
Contractor standard benefits, pensions, unemployment or social security (if any), and 
employer costs for paid sick and annual leave. Contractor’s or Subcontractor’s 
Overhead shall include license fees, bond premiums, supervision, wages of timekeepers 
and clerks, incidentals, home and field office expense, and vehicle expense directly 
related to the Project, and all other direct Project expenses not included in Contractor’s 
material, direct labor, and equipment costs.
5.9.1 
The allowance for overhead and profit shall be limited to the following schedule;
1. 
For Contractor, for any work performed by Contractor’s own forces, fifteen 
(15%) percent of the Subtotal of Costs to Contractor.
2. 
For Contractor, for any work performed by its Subcontractor, six (6%) 
percent of the amount due to the Subcontractor.
3. 
For each Subcontractor or Sub-subcontractor involved, for any work 
performed by their own forces, fifteen (15%) of their materials and direct 
labor costs.
4. 
For each Subcontractor, for work performed by its Sub-Subcontractor(s), 
six (6%) percent of the amount due to the Sub-subcontractor.
5.10 LIMITATION OF COMPENSABLE ITEMS
5.10.1 For Job Order Adjustment, the total cost or credit to the City shall be based on 
the following schedule:
1. Contractor’s Materials Costs.
2. Contractor’s Direct Labor Costs.
3. Contractor’s Equipment Costs (includes owned/rented equipment).
4. Applicable Subcontractor Costs.
5. Subtotal of Costs to Contractor.
6. Contractor’s Overhead and Profit.
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Contract No. 2026-088-GOS
7. Total Cost or Credit to the City.
6.11 FIELD ORDERS
A. 
The City has authority to initiate Field Orders that do not materially and adversely 
affect the Work, including the design, quality, performance and workmanship 
required by the Contract Documents. Field Orders will be made by written order 
and will be binding on the City and Contractor. Contractor will carry out any written 
Field Orders promptly.
B. 
Field Orders will not involve an adjustment in the Job Order Price dr Job Order 
Times unless or until it becomes a Job Order Adjustment.
C. 
Contractor may make minor changes in the Work, provided, however that 
Contractor will promptly inform the City, in writing, of any changes and record the 
changes, if appropriate, on the Project Record Documents maintained by 
Contractor.
5.12 JOB ORDER PRICE ADJUSTMENTS
A. 
The increase or decrease in Job Order Price resulting from a change in the Work 
will be determined by one or more of the following methods:
1. Unit prices stated in the Contract or as subsequently agreed to between 
the parties:
2. A mutually agreed upon accepted, lump sum, properly itemized and 
supported by sufficient substantiating data to permit evaluation by the City; 
and
3. Costs, fees and any other markups.
B. 
If an increase or decrease cannot be agreed to as stated in Article 5.7(A), the cost 
of the change of the Work will be determined by the reasonable expense and 
savings in the performance of the Work resulting from the change, including a 
reasonable overhead and profit, as may be stated in the Contract Documents. 
Contractor will maintain a documented, itemized accounting, evidencing the 
expenses and savings associated with these changes.
C. 
If Unit Prices are stated in the Contract Documents, or are later agreed to by the 
parties, but application of the Unit Prices will cause substantial inequity to the City 
or Contractor because of differences in the character or quantity of the unit items 
as originally contemplated, the Unit Prices will be equitably adjusted.
D. 
If the City and Contractor disagree upon whether Contractor Is entitled to be paid 
for any services required by the City, the amount to be paid, other disagreements 
over the Scope of Work, proposed changes to the Work, or the time required to 
complete the Work, the City and Contractor will resolve the disagreements in 
accordance with Article 7.
1, As part of the negotiation process. Contractor Will furnish the City with a
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Contract No. 2026-088-eOS
good faith estimate of the costs to perform the disputed services, or the 
additional time required in accordance with the City's interpretations.
2. If the parties are unable to agree and the City expects Contractor to perform 
the services in accordance with the City's interpretations, Contractor will 
proceed to perform the disputed services, conditioned upon the City issuing 
a written order to Contractor;
(a) directing Contractor to proceed; and
(b) specifying the City's interpretation of the services that are to be 
performed.
E. Emergencies, in any emergency affecting the safety of persons or property, 
Contractor will act, at its discretion, to prevent threatened damage, injury or loss. 
Any change in the Job Order Price or Job Order Time(s) resulting from emergency 
work will be determined as provided in this Article 5.
ARTICLE 6- PROCEDURE FOR PAYMENT
6.1 
JOB ORDER PAYMENT REQUEST
A. 
At the pre-construction conference prescribed in Article 1.3, Contractor will submit 
for the City’s review and approval a Schedule of Values. The Schedule of Values 
will include values for all items comprising the Job Order Price and will serve as 
the basis for monthly progress payments made to Contractor throughout the Work.
B. 
At least five (5) working days before the date established for a progress payment. 
Contractor will rheet vyith the City’s Representative to review the progress of the 
Work, as it will be reflected on the Contractor Payment Request.
C. 
The Contractor Payment Request will constitute Contractor's representation that 
the Work has been performed consistent with the Job Order including any 
Adjustment(s), has progressed to the point indicated in the Contractor Payment 
Request, and that title to all Work will pass to City free and clear of all claims, liens, 
encumbrances, and security interests upon the incorporation of the Work into the 
Project.
6.2 
PARTIAL PAYMENTS
A. 
Partial progress payment will be made for Job Orders with Job Order Time greater 
than 30 Days and may be made if the Job Order Time is less than 30 Days.
B. 
The Contractor Payment Request may request payment for equipment and 
materials not yet incorporated into the Project if construction progress is in 
reasonable conformance with the approved schedule.
C. 
For equipment and materials suitably stored at the Site, the equipment and 
materials will be protected by suitable insurance and the City will receive the 
equipment and materials free and clear of all liens and encumbrances.
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Contract No. 2026-088-COS
1. For materials and equipment stored off the Site, the City must approve the 
storage. The material and equipment must be stored within Maricopa 
County and be accessible for the City’s inspection. Title to the materials 
and equipment will include applicable insurance, bonding, storage and 
transportation to the Site..
2. The City will be^named as an Additional Insured on all insurance and bonds 
required for all stored materials or equipment
6.3 
PAYMENT OF JOB ORDER PRICE
A. 
Payments should be provided on the City format for a Pay Application which is 
based on the agreed upon Schedule of Values. Payment will be made no later 
than fourteen (14) days after the Contractor Payment Request is certified and 
approved, but in each case less the total of payments previously made.
B. 
The Contractor Payment Request shall be deemed approved and certified for 
payment seven (7) days after the date of submission to the City by Contractor 
unless before that time the City prepares and issues a specific written finding 
setting forth those items in detail in the Contractor Payment Request that are not 
approved for payment under the Contract. The finding will indicate the specific 
amounts the City intends to withhold, the reasons and contractual basis for the 
withholding, and the specific measures Contractor must take to rectify the City's 
concerns. The City may withhold an amount from the progress payment sufficient 
to pay the expenses the City reasonably expects to incur in correcting the 
deficiency set forth in the written finding. Contractor and the City will attempt to 
resolve the City’s concerns. If the parties cannot resolve the concerns. Contractor 
may pursue its rights under the Contract Documents, including those under Article 
7.
6.4 
RETENTION ON JOB ORDER PAYMENTS
In compliance with A.R.S. §34-609, as amended, there is no retention for job-order­
contracting construction services contracts.
6.5 
FINAL PAYMENT
A. 
After receipt of a final Contractor Payment Request, the City will make final 
payment as required by this Article 6.5, provided that Contractor has completed all 
of the Work in conformance with the Job Order and Contract Documents and a 
Final Acceptance Letter has been issued by the City.
B. 
At the time of submission of its final Contractor Payment Request. Contractor will 
provide the following information:
1. An affidavit that there are no claims, obligations or liens outstanding Or 
unsatisfied for labor, services, material, equipment, taxes or other items 
performed, furnished or incurred for or in connection with the Work which 
will in any way affect the City’s interests: and
2. A general release executed by Contractor waiving, upon receipt of final
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Contract No. 2026-088-COS
payment by Contractor, all claims, except those claims previously made in 
writing to the City and remaining unsettled at the time of final payment.
6.6 
PAYMENTS TO SUBCONTRACTORS OR SUPPLIERS
A. 
Contractor will pay its Subcontractors or suppliers within seven (7) calendar days 
of receipt of each progress payment from the City. Contractor will pay for the 
amount of Work performed or materials supplied by each Subcontractor or supplier 
as accepted and approved by the City with each progress payment, No Contract 
between Contractor and its Subcontractors and suppliers may materially alter the 
rights of any Subcontractor or supplier to receive prompt payment as provided in 
this Contract.
B. 
If Contractor falls to make payments in accordance with these provisions, the City 
may take any one or more of the following actions and Contractor agrees that the 
City may take these actions:
1. To hold Contractor in default under this Contract;
2. Withhold future payments until proper payment has been made to 
Subcontractors or suppliers in accordance with these provisions:
3. Reject all future offers to perform work for the City for a period not to exceed 
one (1) year from the Substantial Completion date of the Job Order at issue; 
or
4. Terminate this Contract for cause.
C. 
Should the City fail or delay in exercising or enforcing any right, power, privilege, 
or remedy under this Article, the failure or delay will not be considered a waiver, 
release, or modification of the requirements of this Article or of any of the terms or 
provisions of this Contract.
D. 
Contractor will include these prompt payment provisions in every subcontract, 
including procurement of materials and leases of equipment for this Contract.
6.7 
AUDIT AND INSPECTION
A. Records of Contractor's direct personnel payroll, reimbursable expenses related 
to each Job Order and records of accounts between the City and Contractor will 
be kept on a generally recognized accounting basis and will be available for three 
(3) years after completion of the Project.
From the effective date of this Contract and until three (3) years after the date of 
final payment by the City of Scottsdale to Contractor, the City, its authorized 
representative, or the appropriate federal or state agencies, reserve the right to 
audit Contractor’s records to verify the accuracy and appropriateness of all pricing 
data, including data used to negotiate the Contract Documents. The City of 
Scottsdale or its authorized representative will have access, during normal working 
hours, to all necessary Contractor and Subcontractor facilities, and will be provided 
adequate and appropriate workspace, in order to conduct audits in compliance
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B.
C.
Contract No. 2026-088-COS
with the provisions of this Article. The City of Scottsdale will give Contractor or 
Subcontractor reasonable advance notice of intended audits.
The City reserves the right to decrease Job Order Price or payments made on this 
Contract if, upon audit of Contractor’s records, the audit discloses Contractor has 
provided false, misleading, or inaccurate cost and pricing data.
Contractor will include a similar provision in ail of its contracts with Suppliers, 
Subconsultants and Subcontractors providing services under the Contract 
Documents to ensure the City, its authorized representative, or the appropriate 
federal or state agency, has access to the Supplier, Subconsultant and 
Subcontractor records to verify the accuracy of cost and pricing data.
The City reserves the right to decrease Job Order Price or payments made on this 
Contract if the above provision is not included in Supplier, Subconsultant and 
Subcontractor contracts, and one or more Suppliers, Subconsultants or 
Subcontractors do not allow the City to audit their records to verify the accuracy 
and appropriateness of pricing data.
If an audit in accordance with this Article, discloses overcharges of any nature by 
Contractor to the City in excess of 1% of the total contract billings, the actual cost 
of the City’s audit will be reimbursed to the City by Contractor. Any adjustments 
or payments which must be made as a result of any audit or inspection of 
Contractor's invoices or records will be made within a reasonable amount of time 
(not to exceed 90 days) from presentation of the City’s findings.
F. This audit provision includes the right to inspect personnel records as required by 
Section 11,33.
D.
E.
G. City may, at reasonable times, inspect the place of business of Contractor or its 
Subcontractor(s) that is related to the performance of this Contract.
ARTICLE 7- CLAIMS AND DISPUTES 
7.1 REQUESTS FOR CONTRACT ADJUSTMENTS AND RELIEF
7.1.1 
If either Contractor or the City believes that it is entitled to relief against the other 
for any event arising out of or related to the Work, that party will provide written 
notice to the other party of the basis for its claim for relief. The claims shall set 
forth in detail all known facts and circumstances supporting the claim; final costs 
associated with any claim upon which notice has been given must be submitted in 
writing to the City within thirty (30) days after notice has been received.
7.1.2 
This notice will, if possible, be made before incurring any cost or expense and in 
accordance with any specific notice requirements contained in applicable articles 
of the Contract.
7.1.3 
In the absence of any specific notice requirement, written notice will be given within 
a reasonable time, not to exceed ten (10) days, after the occurrence giving rise to 
the claim for relief or after the claiming party reasonably should have recognized 
the event or condition giving rise to the request, whichever is later.
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7.1.4
This notice will include sufficient information to advise the other party of the 
circumstances giving rise to the claim for relief, the specific contractual adjustment 
or relief requested and the basis of the request. ANY NOTICE OF CLAIM NOT 
FILED WITH THE CITY WITHIN SUCH TIME AND IN COMPLIANCE WITH THE 
PRECEEDING PROVISIONS SHALL BE CONSIDERED TO HAVE BEEN 
WAIVED AND SHALL BE DISMISSED,
7.1.5 
In the event Contractor seeks to make a claim for an increase in the Job Order 
Price, as a condition precedent to any liability of the City therefore, unless 
emergency conditions exist, Contractor shall strictly comply with the requirements 
of this section and such claim shall be made by Contractor before proceeding to 
execute any Work for which a claim is made. Failure to comply with this condition 
precedent shall constitute a waiver by Contractor of any claims for compensation.
7.1.6 
Contractor must continue its performance under this Contract regardless of the 
existence of any claims by Contractor.
7.1.7 
In a claim by Contractor against the City for compensation in excess of the Job 
Order Price, any liability of the City to Contractor shall be strictly limited and 
computed in accordance with the Contract Documents and shall in no event 
include indirect costs, such as home office overheads or consequential damages 
of Contractor or any estimated costs or damages.
7.2 DISPUTE AVOIDANCE AND RESOLUTION
7.2.1 The parties are fully committed to working with each other throughout the Project 
and agree to communicate regularly with each other at all times so as to avoid or 
minimize disputes or disagreements. If disputes or disagreements do arise, the 
Contractor and the City each commit to resolving the disputes or disagreements in 
an amicable, professional and expeditious manner so as to avoid unnecessary 
losses, delays and disruptions to the Work.
The Contractor and the City will first attempt to resolve disputes or disagreements 
at the field level through discussions between the Contractor’s Representative(s) 
and the City’s Representative(s) as described in Article 7.4.
7.2.3 If a dispute or disagreement cannot be resolved pursuant to Article 7.2.2, upon the 
request of either party, the parties’ Representatives as described in Article 7.4 will 
meet as soon as conveniently possible, but in no case later than thirty (30) days 
after the request is made, to attempt to resolve the dispute or disagreement. 
Before any meetings between the parties Representatives, the parties will 
exchange relevant information that will assist the parties in resolving their dispute 
or disagreement.
7.2.2
7.2.4
In the event Contractor incurs expenses related to a delay for which the City is 
responsible pursuant to A.R.S. §34 609(E). as amended. Contractor and the City 
will negotiate an equitable adjustment to the Job Order Price and/or Job Order 
Time. This provision does not void any other section of this Contract that
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requires notice of delays, provides for arbitration or other procedures for 
settlement or provides for iiquidated damages.
7.3 
DUTY TO CONTINUE PERFORMANCE
Unless provided to the contrary in the Contract Documents. Contractor will continue to 
perform the Work and the City will continue to satisfy its payment obligations to 
Contractor, until final resolution of any dispute or disagreement between Contractor and 
the City.
7.4 
REPRESENTATIVES OF THE PARTIES
A. 
City’s Representatives
1. The City designates the individual listed below as the City's Senior 
Representative. This individual has the authority and responsibility for 
avoiding and resolving disputes under Article 7.2.3:
City of Scottsdale
Attn: Alison TymkiW
7447 E. Indian School Road, Suite 205
Scottsdale. AZ 85251
480-312-7250
2. The City will designate an individual for each Job Order as the City’s 
Representative. This person will manage the Job Order.
3. The City’s Contract Administrator shall be Melanie Gibson, or designee.
B. 
Contractor’s Representatives
1. Contractor designates the individual listed below as Contractor’s Senior 
Representative. This individual has the authority and responsibility for 
avoiding and resolving disputes under Article 7.2.3:
Evolution Mechanical Project dba IMCOR
Attn: Ed R. White
1841 E. Washington Street
Phoenix, AZ 85034
602-257-1319
2. Contractor will designate an individual for each Job Order as Contractor’s 
Representative.
ARTICLE 8 - SUSPENSION, TERMINATION AND CANCELLATION
8.1 CITY'S RIGHT TQ STOP JOB ORDER SERVICES
A. The City may, at its discretion and without cause, Order Contractor in writing to 
stop and suspend any Job Order. Immediately after receiving this notice.
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Contract No. 2026-088-COS
Contractor will discontinue advancing the Job Order. The suspension will not 
exceed one hundred eighty (180) consecutive days. If the City suspends the Job 
Order for one hundred eighty-one (181) consecutive days or more, the suspension 
will be considered a termination for convenience.
Contractor may seek an adjustment of the Job Order Price or Job Order Time if its 
cost or time to perform the Contract Services has been adversely impacted by any 
suspension or stoppage of the Work by the City.
8.2 TERMINATION FOR CONVENIENCE
A. 
The City reserves the right to terrninate this Contract, in whole or in part, or 
abandon any portion of any Job Order for which services have not been performed 
by Contractor, at its sole convenience and discretion, upon written notice given 
pursuant to this Contract.
1. Contractor will estimate the value of the Work it has completed and submit 
its appraisal to the City for evaluation. The City will have the right to inspect 
the Work, to appraise the Work completed.
Contractor shall be entitled to receive just and equitable compensation for 
the percentage of Work actually completed and materials accepted before 
the effective date of the termination. This compensation will be an amount 
mutually agreed upon by Contractor and the City based on the Job Order 
and Scope of Work. If there Is no mutual agreement, the final determination 
will be made in accordance with this Article.
2. The City will make the final payment within 60 days after Contractor has 
delivered the last of the partially completed items and the final fee has been 
agreed upon.
If the City terminates this Contract in compliance with this Article and 
proceeds to complete the Job Order through its employees, agents or other 
third parties, the City’s rights to use the Work product will be as stated in 
Article 8.4.
B. 
Upon termination of construction services during any Job Order, Contractor will 
proceed with the following obligations:
1. Stop Work as stated in the notice;
2. Place no further subcontracts or orders;
3. Terminate all subcontracts to the extent they relate to the Work terminated;
4. Assign to the City all right, title and interest of Contractor under the 
subcontracts terminated, in which case the City will have the right to settle or 
to pay any termination settlement proposal arising out of those terminations;
5. Take any action that may be necessary for the protection and preservation 
of the property related to the Contract that is in the possession of Contractor
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Contract No. 2026-088-COS
and which the City has or may acquire an interest; and
6. Comply with the requirements of Article 6.5(B),
C. 
Contractor wili submit complete termination inventory scheduies no later than sixty 
(60) days from the date of the notice of termination.
D. 
The City will pay Contractor the following:
1. The direct value of its completed Work and materials supplied as of the date 
of termination:
2. The reasonable costs and expenses attributable to the termination;
3. Contractor will be entitled to profit and overhead on completed Work but will 
not be entitled to anticipated profit or anticipated overhead. If it appears 
Contractor would have sustained a loss on the entire Work had the Job 
Order been completed, Contractor will not be allowed profit and the City will 
reduce the settlement to refect the indicated rate of loss;
4. Contractor will maintain all records and documents for three (3) years after 
final settlement. These records will be maintained and subject to auditing as 
required in Article 6.7; and
5. Take any action that may be necessary for the protection and preservation 
of the property related to the Job Order(s) that is in the possession of 
Contractor and in which the City has or may acquire an interest.
8.3 
CANCELLATION FOR CAUSE
The City may also cancel this Contract or any part of it with seven (7) days notice for 
cause in the event of any default by Contractor, or if Contractor fails to comply with 
any ofthe terms and conditions of this Contract, Unsatisfactory performance, despite 
a reasonable opportunity to cure as Judged by the City’s Representative and failure to 
provide the City, upon request, with adequate assurances of future performance will 
all be causes allowing the City to cancel this Contract for cause. In the event of 
cancellation for cause, the City will not be liable to Contractor for any amount as 
damages, and Contractor will be liable to the City for any and all damages sustained 
as a result of the default that caused the cancellation.
8.4 CITY’S RIGHT TO PERFORM AND CANCEL FOR CAUSE
A. If Contractor persistently fails to;
1. Provide a sufficient number of skilled workers;
2. Supply the materials required by the Contract Documents or Job Order(s);
3. Comply with applicable Legal Requirements;
4. Timely pay, without cause. Subconsultants or Subcontractors;
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Contract No. 2026-088-COS
5. Perform the Contract Services with promptness and diligence to ensure 
that a Job Order is completed by the Job Order Time, as the times may be 
adjusted; or
6. Perform other material obligations under the Contract Documents and/or 
individual Job Orders;
Then the City, in addition to any other rights and remedies provided in the Contract 
Documents or by law, will have the rights stated in Articles 8.2 and 8.3.
In the event the City cancels this Contract or any part of the services under any 
Job Order, the City will notify Contractor in writing, and immediately upon receiving 
this notice. Contractor will discontinue advancing the Work under this Contract or 
the Job Order and proceed to close all operations of any affected Job Order or this 
Contract.
B. If the City provides Contractor with a written order to provide adequate maintenance 
of traffic, adequate cleanup, adequate dust control or to correct deficiencies or 
damage resulting from abnormal weather conditions, and Contractor fails to comply 
in a time frame specified, the City may have the Work accomplished by other 
sources at Contractor's expense and without an increase to the Job Order Price
C. Upon the occurrence of an event stated in Article 8.4(B), the City may provide vyritten 
notice to Contractor that it intends to cancel the Contract unless the problem cited 
is cured, or commenced to be cured, within seven (7) days of Contractor’s receipt of 
notice.
1. If Contractor fails to cure, or reasonably commence to cure, the problem, 
then the City may give a second written notice to Contractor of its intent to 
cancel within an additional seven (7) day period.
2. If Contractor, within this second seven (7) day period, fails to cure, or 
reasonably comrrience to cure the problem, then the City may declare the 
Contract cancelled for default by providing written notice to Contractor of 
this declaration.
D. Upon declaring the Contract cancelled in accordance with Article 8.4(C), and for the 
purpose of completing the Work, the City may for all Job Orders enter upon the 
premises and take possession of all materials, equipment, scaffolds, tools, 
appliances and other items, which have been purchased or provided for the 
performance of the Work, all of which Contractor now transfers, assigns and sets 
over to the City for this purpose, and to employ any person or persons to complete 
the Work and provide all of the required labor, services, materials, equipment and 
other items.
E. If through any cause. Contractor fails to fulfill in a timely and proper manner its 
obligations under this Contract, or if Contractor violates any of the covenants. 
Contracts, or stipulations of this Contract, the City may withhold any payments to 
Contractor for the purpose of setoff until the exact amount of damages due the City 
from Contractor is determined by a court of competent jurisdiction.
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Contract No. 2026-088-COS
F. In the event of a cancellation, Contractor will not be entitled to receive any further 
payments under the Contract Documents until the Work on all Job Orders is 
completed in accordance with the Contract Documents. At that time, Contractor wili 
only be entitled to be paid for Work performed and accepted by the City before its 
default.
G. If the City’s cost and expense of completing the Work exceeds the unpaid balance 
of a Job Order Price, then Contractor will be obligated to pay the difference to the 
City. These costs and expenses will include not only the cost of completing the 
Work, but also losses, damages, costs and expense, including attorneys’ fees and 
expenses, incurred by the City in connection with the reprocurement and defense of 
claims arising from Contractor’s default.
H. If the City cancels this Contractor cause and the cancellation is determined to have 
been without legal right, the cancellation for cause will be considered to have been 
a termination for convenience in accordance with the provisions of Article 8.2.
ARTICLE 9 - INSURANCE AND BONDS 
9.1 INSURANCE REQUIREMENTS
A. 
At the same time as execution of this Contract, Contractor will furnish the City of 
Scottsdale a Certificate of Insurance on a standard insurance industry ACORD 
form. The ACORD form will be issued by an insurance company authorized to 
transact business in the State of Arizona or one that is named on the List of 
Qualified Unauthorized Insurers maintained by the Arizona Department of 
Insurance.
B. 
Contractor, Subcontractors and Subconsultants must procure and maintain, until 
all of their obligations have been discharged, including any warranty periods under 
this Contract are satisfied, insurance against claims for injury to persons or 
damage to property, which may arise from or in connection with the performance 
of the Work by Contractor, its agents, representatives, employees, or 
Subcontractors.
C. 
The insurance requirements are minimum requirements for this Contract and in no 
way limit the indemnity covenants contained in this Contract.
D. 
The City in no way warrants that the minimum lirnits contained in this Contract are 
sufficient to protect Contractor from liabilities that might arise out of the 
performance of the Contract Services under this Contract by Contractor, its agents, 
representatives, employees. Subcontractors or Subconsultants and Contractor is 
free to purchase any additional insurance as may be determined necessary. The 
City will not pay for higher limits, but if Contractor pays for insurance with higher 
limits. Contractor will name the City as an additional insured on any additional 
insurance.
E. 
Claims Made. In the event any Insurance policies required by this Contract are 
written on a “claims made” basis, coverage shall continue uninterrupted throughout 
the term of this Contract by keeping coverage in force using the effective date of
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Contract No. 2026-088-COS
this Contract as the retroactive date on aii "claims made” policies. The retroactive 
date for exclusion of claims must be on or before the effective date of this Contract, 
and can never be after the effective date of this Contract. Upon completion or 
termination of this Contract, the “claims made” coverage shall be extended for an 
additional three (3) years using the original retroactive date, either through 
purchasing an extended reporting option; or by continued renewal of the original 
insurance policies. Submission of annual Certificates of Insurance, citing the 
applicable coverages and provisions specified herein, shall continue for three (3) 
years past the completion or termination of this Contract.
F. Deductibles and Self-Insured Retentions. The policies stated in this Article may 
provide coverage which contains deductibles or self-insured retention amounts. 
Any deductibles or self-insured retention are not applicable to the policy limits 
provided to the City. Contractor is solely responsible for any deductible or self- 
insured retention amount. The City, at its option, may require Contractor to secure 
payment of any deductible or self-insured retention by a surety bond or irrevocable 
and unconditional Letter of Credit. Any self-insured retentions and deductibles 
must be declared to and approved by the City. If not approved, the City may 
require that the insurer reduce or eliminate any self-insured retentions with respect 
to the City, its officers, officials, agents, employees, and volunteers.
9.2 MINIMUM SCOPE AND LIMITS OF INSURANCE
Contractor must provide coverage at least as broad and with limits of liability not less 
than those stated below.
A. Commercial General Liability-Occurrence Form 
General Aggregate
Products-Completed Operations Aggregate 
Personal & Advertising Injury 
Each Occurrence 
Fire Damage (Any one fire)
Medical Expenses (Any one person)
$2,000,000
$2,000,000
$1,000,000
$2,000,000
$100,000
OPTIONAL
Contractor must maintain “occurrence” form Commercial General Liability 
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000 
Products and Completed Operations Annual Aggregate, and a $2,000,000 
operations, independent contractors, products completed operations, personal 
injury and advertising injury. If any Excess insurance is utilized to fulfill the 
requirements of this paragraph, the Excess insurance must be "follow form" equal 
or broader in coverage scope than underlying insurance.
B. Automobile Liabilitv-Anv Auto or Owned. Hired and Non-Owned Vehicles
Combined Single Limit Per Accident 
For Bodily Injury and Property Damage
$1,000,000
Contractor must maintain Business/Automobile Liability insurance with a limit of 
$1,000,000 each accident on Contractor owned, hired, and non-owned vehicles 
assigned to or used in the performance of the Contractor's work or services under
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Contract No. 2026-088-COS
this Contract. If any Excess insurance is utiiized to fulfili the requirements of this 
paragraph, the Excess insurance must be “follow form” equal or broader in 
coverage scope than underlying insurance.
C. Workers Compensation and Employers Liability
Workers' Compensation 
Employers Liability: Each Accident 
Disease - Each Employee 
Disease - Policy Limit
Statutory
$500,000
$500,000
$1,000,000
Contractor must maintain Workers Compensation insurance to cover obligations 
imposed by federal and state statutes applicable to Contractor’s employees 
engaged in the performance of work or services under this Contract and must also 
maintain Employers’ Liability Insurance. The insurer must agree to waive all rights 
of subrogation against the City, its officers, officials, agents, employees, and 
volunteers for losses arising from Work performed by Contractor fOr the City.
D. Coverage Terms and Required Endorsements
1. The Comrriercial General Liability and Automobile Liability policies are to 
contain, or be endorsed to contain, the following provisions: The City, its 
officers, officials, agents, and employees are to be named as additional 
insureds with respect to liability arising out of activities performed by, or on 
behalf of. Contractor including the City's general supervision of Contractor, 
products and completed operations of Contractor, and automobiles owned, 
leased, hired, or borrowed by Contractor.
2. Except for Contractors Professional Liability and Workers Compensation 
insurance, for all insurance policies required under this Contract, the City, 
its officers, officials, agents, and employees must be additional insureds to 
the full limits of liability purchased by Contractor even if those lirhits of 
liability are in excess of those required by this Contract.
3. Except for Contractors Professional Liability and Workers Compensation 
insurance, all insurance policies required under this Contract, including any 
excess insurance policies, must be primary insurance with respect to the 
City, its officers, officials, agents, and employees. Any insurance or self- 
insurance maintained by the City, its officers, officials, agents, and 
employees will be in excess of the coverage provided by Contractor and 
must not contribute to it.
4. For all insurance policies required under this Contract, insurance coverage 
must apply separately to each insured against whom a claim is made or 
suit is brought, except with respect to the limits of the insurer’s liability.
5. For all insurance policies required under this Contract, insurance coverage 
must not be limited to the liability assumed under the indemnification 
provisions of this Contract.
6. All insurance policies required under this Contract, rriust contain a waiver
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Contract No. 2026-088-COS
of subrogation against the City, its officers, officials, agents, and 
employees, for losses arising from Work performed by Contractor for the 
City.
7. For ail insurance policies required under this Contract, if Contractor 
receives notice that any of the required policies of insurance are materially 
reduced or cancelled, it will be Contractor’s responsibility to provide prompt 
notice to the Contract Administrator for the City, unless such coverage is 
immediately replaced with similar policies.
8. Contractor, its successors or assigns, is required to maintain Commercial 
Genera! Liability insurance as specified in this Contract for a minimum 
period of three (3) years following completion and acceptance of the Work. 
Contractor must submit Certificates of Insurance evidencing the 
Commercial General Liability insurance during this three (3) year period 
containing all the insurance requirements stated in this Contract including 
naming the City of Scottsdale, its agents, representatives, officers, 
directors, officials and employees as Additional Insured as required.
9. The Commercial General Liability policy will be at least as broad as the 
Insurance Service Office, Inc.’s CG 0 0 01 07 98.
9.3 OTHER INSURANCE REQUIREMENTS
A.
B.
The policies are to contain, or be endorsed to contain, the following provisions:
Contractors Professional Liability: Contractor must carry Contractors Professional 
Liability insurance to cover the residual, contingent, and passive design exposures 
of Contractor.
Contractors Professional Limits of Liability: Contractor must carry limits of 
$1,000,000 each Project and $2,000,000 in the Aggregate under a stand-alone 
policy or included by endorsement under the Commercial General Liability policy. 
Contractor, its successors and or assigns, is required to maintain this Professional 
Liability insurance as specified in this Contract for a minimum period of three (3) 
years following completion and acceptance of the Work. Certificates of Insurance 
citing that applicable coverage is in force and contains the provisions required by 
this Contract must be submitted for the three (3) year period. In the event the 
Professional Liability insurance policy is written on a “claims made" basis, 
coverage will extend for three (3) years past completion and acceptance of the 
work or services, and Contractor, or its selected Design Professional will submit 
Certificates of Insurance as evidence the required coverage is in effect. The 
Design Professional must annually submit Certificates of Insurance citing that the 
applicable coverage is in force and contains the required provisions for a three (3) 
year period. If there is no Professional Liability work or service as a part of this 
Contract, the City will waive the Professional Liability insurance requirement in 
writing.
C. Builders Risk-Installation Insurance (Course of Construction^
Builders Risk-Installation and/or Boiler and Machinery Insurance coverage to be
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Contract No. 2026-088-COS
provided by Contractor as determined necessary by the City prior to the start of 
construction,
Contractor bears all responsibility for loss to all Work being performed and to 
buildings under construction. Unless waived in writing by the City of Scottsdale, 
Contractor will purchase and maintain in force Builders Risk-Installation insurance 
on the entire Work until completed and accepted by the City. This insurance will 
be Special Causes of Loss or Open Perils policy form, for the completed value, at 
replacement cost equal to each Job Order contract price and all subsequent 
modifications.
This Builders Risk-Installation insurance must cover the entire Work including 
reasonable compensation for architects and Contractor’s’ services and expenses 
and other “soft costs” made necessary by an insured loss. Builders Risk- 
Installation insurance must provide coverage from the time any covered property 
comes under Contractor's control and or responsibility, and continue without 
interruption during course of construction, renovation and or installation, including 
any time during which any project property or equipment is in transit, off site, or 
while on site for future use or installation. Insured property must include, but not 
be limited to, scaffolding, false work, and temporary buildings at the site. This 
insurance must also cover the cost of removing debris, including demolition as may 
be legally required by operation of any law, ordinance, regulation or code.
Contractor must also purchase and maintain Boiler and Machinery insurance with 
the same requirements as Builders Risk-Installation insurance stated above if the 
Work to be performed involves any exposures or insurable property normally 
covered under a Boiler and Machinery insurance policy or made necessary as 
required by law and or testing requirements in the performance of this Contract.
Contractor will be responsible for any and all deductibles and the City must also 
be named as a Loss Payee under these policies. Contractor’s insurance must be 
primary and not contributory; and waive all rights of subrogation against the City 
of Scottsdale, its officer, officials and employees. Contractor's insurance must 
name the City of Scottsdale, Contractor and all tiers of Subcontractors as insureds 
as respects their insurable interest at the time of loss. It must contain a provision 
that this insurance will not be canceled or materially altered without at least thirty 
(30) days advance notice to the City. Contractor is also required to give the City 
thirty (30) days advance written notice of the coverage termination for the Project.
The Builders Risk-Installation insurance must be endorsed so that the insurance 
will not be canceled or lapse because of any partial use or occupancy by the City. 
Builders Risk-Installation Insurance must be maintained until whichever of the 
following first occurs: (i) final payment has been made; or (ii) until no person or 
entity, other than the City, has an insurable interest in the property required to be 
covered,
9.4 SUBCONSULTANT’S AND SUBCONTRACTOR’S INSURANCE
Unless Contractor’s Subconsultants and Subcontractors can provide the same level of
coverage as detailed in Article 9.2 and name the City and Contractor as Additional
Insureds, Contractor’s certificates must include all Subcontractors and Subconsultants
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Contract No. 2026-088-COS
as insureds under its policies or Contractor must maintain separate certificates and 
endorsements for each Subcontractor and Subconsultant. All coverages for 
Subcontractors and Subconsultants must be in the amounts shown in Article 9.2, except 
for the General Liability Each Occurrence limit, which shall be $1,000,000. Certificates 
must contain a provision that the insurance will not be canceled or. materially altered 
without at least thirty (30) days advance notice to the City.
9.5 
NOTICE OF CANCELLATION
If Contractor receives notice that any of the required policies of insurance are materially 
reduced or cancelled, it will be Contractor’s responsibility to provide prompt notice to the 
City’s Contract Administrator, unless such coverage is immediately replaced with similar 
policies. Each insurance policy required by the Insurance provisions of this Contract 
must provide the required coverage and must not be suspended, voided, canceled by 
either party, reduced in coverage or In limits until thirty (30) days written notice has first 
been given in accordance with Article 11.24, herein.
9.6 
ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers duly licensed or approved to conduct business 
in the State of Arizona and with an A. M. Best rating of ho less than B++6. The City in 
no way warrants that the above required minimum insurer rating is sufficient to protect 
Contractor from potential insurer insolvency. Failure to maintain insurance as required 
may result in termination of this Contract at the City's sole discretion.
9.7 VERIFICATION OF COVERAGE
A. 
Contractor must furnish the City Certificates of Insurance (ACORD form or 
. equivalent approved by the City) and with original endorsements effecting
coverage as required by this Contract. The certificates and endorsements for each 
insurance policy are to be signed by a person authorized by that insurer to bind 
coverage on its behalf. Any policy endorsements that restrict or limit coverages 
must be clearly noted on the Certificate of Insurance.
B. 
All certificates and endorsements are to be received and approved by the City 
before Contract Services commence except for Builders Risk-Installation 
Insurance. Each insurance policy required by this Contract must be in effect at or 
before the earlier of commencement of Work under the Contract Documents or the 
signing of this Contract, except for Builders Risk-Installation Insurance which, if 
required by the City, must be in effect before commencement of the Work and 
remain in effect for the duration of the Project. Failure to maintain the insurance 
policies as required by this Contract or to provide evidence of renewal is a material 
breach of contract.
C. 
All Certificates of Insurance required by this Contract must be sent directly to the 
City of Scottsdale, Attn: Capital Project Management Office. The project number 
and project description must be inciuded on the Certificates of Insurance. 
The City reserves the right to require complete, certified copies of all insurance 
policies required by this Contract, at any time. Failure to provide a Certificate of 
Insurance with the appropriate verbiage will result in rejection of Contractor's 
Certificate and delay in contract execution. Additional Certificates of Insurance
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Contract No. 2026-088-COS
submitted without referencing a Contract number will be subject to rejection and 
returned or discarded.
9.8 
APPROVAL
Any variation from the insurance requirements in this Article 9 must be approved by the
City’s Risk Management Division, whose decision will be final. Said variation will not
require a formal contract amendment but may be made by administrative action.
9.9 BONDS AND OTHER PERFORMANCE SECURITY
A. 
Before execution of each individual Job Order, Contractor must provide a 
performance bond and a payment bond for all construction services, each in an 
amount equal to the full amount of the agreed upon cost for that Job Order. 
Contractor may, at its own option, provide Payment and Performance Bonds for 
the entire Contract Price amount, but there shall be no obligation for the City to 
reimburse Contractor for bond costs incurred, except on an actual cost basis as 
each individual Job Order is issued. Bonds must be submitted in accordance with 
Title 34, Chapter 6 of the Arizona Revised Statutes and must be in substantially 
the same form as Exhibits A and B attached to this Contract.
B. 
Each bond must be executed by a surety company or companies holding a 
Certificate of Authority to transact surety business in the State of Arizona, issued 
by the Director of the Arizona Department of Insurance. A copy of the Certificate 
of Authority must accompany the bonds. The Certificate must have been issued 
or updated within two (2) years before the execution of this Contract.
C. 
The bonds must be made payable and acceptable to the City of Scottsdale.
D. 
The bonds must be written or countersigned by an authorized representative of the 
surety and the bonds must have attached a certified copy of the Power of Attorney 
of the signing official.
1. If one Power of Attorney is submitted, it must be for twice the total Job 
Order Price.
E.
2. If two Powers of Attorney are submitted, each must be for the total Job 
Order Price. Personal or individual bonds are not acceptable.
3. Upon the request of any person or entity appearing to be a potential 
beneficiary of bonds covering payment of obligations arising under the 
Contract Documents, Contractor must promptly furnish a copy of the bonds 
or must permit a copy to be made.
All bonds submitted for this Project must be provided by a company which has 
been rated "A or better" by the A.M, Best Company.
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ARTICLE 10 - INDEMNIFICATION
10.1 CONTRACTOR’S GENERAL INDEMNIFICATION
To the fullest extent permitted by law, Contractor, its successors, assigns and 
guarantors, must defend, indemnify and hold harmless the City of Scottsdale, its agents, 
representatives, officers, directors, officials and employees from and against all 
allegations, demands, proceedings, suits, actions, claims, damages, losses, expenses, 
including but not limited to, reasonable attorney fees, court costs, and the cost of 
appellate proceedings, and all claim adjusting and handling expense, investigation and 
litigation, for bodily injury or personal injury (including death), or loss or damage to 
tangible or intangible property caused, or alleged to be caused, in whole or in part, 
related to, arising from or out of, or resulting from any acts, omissions, negligence, 
recklessness, or intentional wrongful conduct to the extent caused by Contractor or any 
of its owners, officers, directors, agents or employees performing Work or Services 
under this Contract, including but not limited to, any Subcontractor or anyone directly or 
indirectly employed by any of them or anyone for whose acts any of them may be liable 
and any injury or damages by any of Contractor employees. This indemnity includes 
any claim or amount arising out of, or recovered under, the Worker’s Compensation Law 
or arising out of the failure of Contractor to conform to any federal, state, or local law, 
statute, ordinance, rule, regulation, or court decree. It is the specific intention of the 
parties that the City shall, in all instances, except for Claims arising solely from the 
negligent or willful acts or omissions of the City, be indemnified by Contractor from and 
against any and all claims. It is agreed that Contractor will be responsible for primary 
investigation, defense, and judgment costs where this indemnification is applicable. In 
consideration of the award of this Contract, Contractor agrees to waive all rights of 
subrogation against the City, its officers, agents, representatives, directors, officials, and 
employees for losses arising from the work performed by Contractor for the City.
Insurance provisions in this Contract are separate and independent from the indemnity 
provisions of this Article and, will not be construed in any way to limit the scope and 
magnitude of the indemnity provisions. Nothing in this paragraph shall limit the 
responsibility of Contractor’s insurer to pay the City for valid claims that are covered by 
Contractor’s insurance policy. The indemnity provisions of this paragraph shall not be 
construed in any way to limit the scope and magnitude and applicability of the insurance 
provisions.
10.2 INTELLECTUAL PROPERTY
A. 
Contractor must pay all royalties and license fees associated with its performance 
of services.
B. 
To the extent permitted by law. Contractor shall indemnify and hold harmless the 
City against any liability, including costs and expenses, for infringement of any 
patent, trademark, or copyright arising out of Contract performance or use by the 
City of materials furnished or Work performed under this Contract.
C. 
Contractor must defend any action or proceeding brought against the City based 
on any claim that the Work, or ahy part of the Work, or the operation or use of the 
Work or any part of it, constitutes infringement of any United States patent or 
copyright, now or subsequently issued. The City will give prompt written notice to
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Contractor of any action or proceeding and will reasonably provide authority, 
information and assistance in the defense of the action. Contractor shall indemnify 
and hold harmless the City from and against all damages, expenses, losses, 
royalties, profits and costs, including but not limited to attorneys’ fees and 
expenses awarded against the City or Contractor in any action or proceeding. 
Contractor agrees to keep the City informed of all developments in the defense of 
these actions. The City may be represented by, and actively participate through, 
its own counsel in any suit or proceedings if it so desires.
D. 
If the City is enjoined from the operation or use of the Work, or any part of the 
Work, as the result of any patent or copyright suit, claim, or proceeding. Contractor 
shall at its sole expense take reasonable steps to procure the right to operate or 
use the Work. If Contractor cannot procure this right within a reasonable time. 
Contractor will promptly, at Contractor's option and at Contractor’s expense, 
without an increase to the Job Order Price, (i) modify the Work so as to avoid 
infringement of any patent or copyright or (ii) replace the Work with Work that does 
not infringe or violate any patent or copyright.
E. 
Articles 10.2(C) and 10.2(D) will not be applicable to any suit, claim or proceeding 
based on infringement or violation of a patent or copyright:
1. Relating solely to a particular process or product of a particular 
manufacturer specified by the City and not offered or recommended by 
Contractor to the City; or
2. Arising from modifications to the Work by the City or its agents after 
acceptance of the Work; or
3. Relating to the copyrights of any specification, drawings, or any Design 
Documents provided by the City, the Design Professional, any consultant 
retained by the City, or by a Subcontractor or Supplier.
F. 
The obligations stated in this Article 10.2 will constitute the sole Contract between 
the parties relating to liability for infringement of violation of any patent or copyright.
ARTICLE 11 - GENERAL PROVISIONS
11.1 MARSHALING AREA
Contractor shall contact the City of Scottsdale, Development Services to determine the 
requirements for obtaining a permit for marshaling areas it proposes to use. Marshaling 
areas must be fenced. Contractor will obtain written approval from the property owner 
for marshaling area use. This approval must contain any requirements, which are a 
condition of this approval. Marshaling yard requirements according to M.A.G. 
Subsection 107.6.1 and the City of Scottsdale Supplemental Specifications will apply.
11.2 CONTRACT DOCUMENTS
A. 
Contract Documents are as defined in Article 12.
B. 
The Contract Documents form the entire Contract between the City and
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Contractor. No oral representations or other Contracts have been made by the 
parties except as specifically staled in the Contract Documents. Each provision of 
law and any terms required by law to be in this Contract are a part of this Contract 
as if fully stated herein.
C. 
In the event of any inconsistency, conflict, or ambiguity between or among the 
Contract Documents, the Contract Documents will take precedence in the order in 
which they are listed in the definition of Contract Documents in Article 12. As to 
drawings and plans, given dimensions will take precedence over scaled 
measurements, and large-scale plans over small-scale plans. Contract 
specifications will take precedence over contract plans.
D. 
The Contract Documents are intended to permit the parties to complete the Work 
and all obligations required by the Contract Documents within the times and prices 
agreed upon for each Job Order. The Contract Documents are intended to be 
complementary and interpreted in harmony so as to avoid conflict, with words and 
phrases interpreted in a manner consistent with construction and design industry 
standards.
E. 
This Contract, the Plans, Standard Specifications and Details, Special Provisions, 
Performance Bond, Payment Bond, Certificates of Insurance, Job Orders and Job 
Order Adjustments (if any) are by reference made a part of this Contract to the 
same extent as if set forth in full.
F. Work Product
1. All Work products (electronically or manually generated) including but not 
limited to: cost estimates, studies, design analyses, original mylar 
drawings. Computer Aided Drafting and Design (CADD) file diskettes, and 
other related documents which are prepared or procured in the 
performance of this Contract (collectively referred to as documents) are to 
be and remain the property of the City and are to be delivered to the City 
before the final payment is made to Contractor. In the event these 
documents are altered, modified or adapted without the written consent of 
Contractor or the Subconsultants, which consent Contractor or the 
Subconsultants will not unreasonably withhold, the City agrees to hold 
Contractor and the Subconsultants harmless to the extent permitted by law 
from the legal liability arising out of the City’s alteration, modification or 
adoption of the documents.
2. The copyrights, patents, trade secrets or other intellectual property rights 
associated with the ideas, concepts, techniques, inventions, processes or 
works of authorship developed, created by Contractor, its Subconsultants 
or personnel, during the course of performing this Contract or arising out of 
the Project will belong to Contractor.
11.3 MODIFICATIONS
The Contract Documents may not be changed, altered, or amended in any way except 
as consistent with the City of Scottsdale Procurement Code, as amended.
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11.4 TIME IS OF THE ESSENCE
Time is of the essence with respect to the dates and times stated in the Contract 
Documents.
11.6 COOPERATION AND FURTHER DOCUMENTATION
Contractor agrees to provide the City any other duly executed documents, as will be 
reasonably requested by the City, to implement the intent of the Contract Documents.
11.6 ASSIGNMENT
Neither Contractor nor the City will, without the written consent of the other, assign, 
transfer or sublet any portion of this Contract or part of the Work or the obligations 
required by the Contract Documents.
11.7 FORCE MAJEURE
Except for payment of sums due, neither party shall be liable to the other nor deemed in 
default under this Contract if and to the extent that such party’s performance of this 
Contract is prevented by reason of force majeure. The term "force majeure" means an 
occurrence that is beyond the control of the party affected and occurs without its fault or 
negligence. Without limiting the foregoing, force majeure includes acts of God; acts of 
the public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; 
flood; lockouts; injections-interventiOn-acts; or failures or refusals to act by government 
authority; and other similar occurrences beyond the control of the party declaring force 
majeure which such party is unable to prevent by exercising reasonable diligence.
11.8 FUNDS APPROPRIATION
Multiterm contracts for job-Order-contracting construction sen/ices are subject to A.R.S. 
§34-607, as amended. If the City Council does not appropriate funds to continue this 
Contract and pay for charges, the City may terminate this Contract at the end of the 
current fiscal period. The City agrees to give written notice to Contractor at least thirty 
(30) days before the end of its current fiscal period and will pay Contractor for all 
approved charges incurred through the end of the period.
11.9 CONSTRUCTION METHODS
If the City provides Contractor with a written order to provide adequate maintenance of 
traffic, clean-up, dust control or to correct deficiencies or damage resulting from 
abnormal weather conditions, and Contractor fails to comply in the time frame specified, 
the City may have Work accomplished by other sources at Contractor’s expense, without 
an increase in the Job Order Price.
11.10 UTILITY RELOCATIONS FOR CONSTRUCTION METHODS
If any utility is relocated or rebuilt to accommodate Contractor’s construction methods 
and available equipment, the expense will be borne by Contractor and will be replaced 
to the original location before completion of the Job Order at the request of the City’s
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Project Coordinator at Contractor’s sole expense, without an increase in the Job Order 
Price.
11.11 DAMAGED UTILITIES DURING CONSTRUCTION
Any utilities damaged during construction shall be replaced at Contractor’s expense, 
without an increase in the Job Order Price, as per the requirements of the M.A.G. 
Standard Specifications.
11.12 SUCCESSORS AND ASSIGNS
This Contract will extend to and be binding upon Contractor, its successors and assigns, 
including any individual, company, partnership, or other entity with or into which 
Contractor will merge, consolidate, or be liquidated, or any person, corporation, 
partnership, or other entity to which Contractor wili sell its assets, except that services 
covered by this Contract may not be assigned or sublet in whole or in part without first 
obtaining the written consent of the Purchasing Director and Contract Administrator.
11.13 CONFLICT IN LANGUAGE
All services and Work performed will conform to all applicable City of Scottsdale codes, 
ordinances and requirements as outlined in the Contract Documents. If there is a conflict 
in interpretation between provisions in this Contract and those in exhibits, the provisions 
in this Contract will prevail.
11.14 THIRD PARTY BENEFICIARY
Nothing under the Contract Documents will be construed to give any rights or benefits 
in the Contract Documents to anyone other than the City and Contractor, and ail duties 
and responsibilities undertaken in accordance with the Contract Documents will be for 
the sole and exclusive benefit of the City and Contractor and not for the benefit of any 
other or third party.
11.15 GOVERNING LAW AND VENUE
This Contract and all Contract Documents will be considered to be rriade under and will 
be construed in accordance with and governed by the laws of the State of Arizona 
without regard to the conflicts or choice of law provisions. Any action to enforce any 
provision of this Contract or to obtain any remedy with respect to this Contract shall be 
brought in the Superior Court of Maricopa County, Arizona, and for this purpose, each 
party expressly and irrevocably consents to the jurisdiction and venue of that Court and 
waives the right to have such action removed to Federal District Court.
11.16 SEVERABILITY
If any provision of the Contract Documents or their application to any person or 
circumstance is invalid, illegal or unenforceable to any extent, the rernaindef of the 
Contract Documents and the application of the Contract Documents will not be affected 
and will be enforceable to the fullest extent permitted by law. In accordance with the 
provisions of A.R.S. § 41-194.01, as amended, should the Attorney General give notice 
to the City that any provision of th e Contract Documents violates state law or the Arizona
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Constitution, or that it may violate a state statute or the Arizona Constitution, and the 
Attorney General submits the offending provision to the Arizona Supreme Court, the 
offending provision(s) shall be immediately severed and struck from the Contract 
Documents and the City and Contractor shall* within ten (10) days after such notice, 
negotiate in good faith to resolve any Issues related to the severed provision(s).
11.17 LEGAL REQUIREMENTS
Contractor shall perform all Contract Services in accordance with all Legal 
Requirements and will provide all notices applicable to the Contract Services as required 
by the Legal Requirements.
11.18 INDEPENDENT CONTRACTOR
The services the Contractor provides to the City are that of an Independent Contractor. 
Neither parly to this Contract shall be deemed to be the employee or agent of the other 
party to the Contract. Upon request, the Contractor shall provide the required I.R.S. 
From W-9 which is available from the IRS website at www.|RS,gov under its forms 
section.
Any provisions in the Contract Documents that may appear to give the City the right to 
direct Contractor as to the details of accomplishing the Work or to exercise a measure 
of control over the Work means that Contractor will follow the wishes of the City as to 
the results of the Work only. These results will comply with all applicable laws and 
ordinances.
11.19 CITY'S RIGHT OF CANCELLATION
Pursuant to A.R.S. § 38-511, as amended, the City may cancel any contract or 
agreement, without penalty or obligation, if any person significantly involved in 
initialing, negotiating, securing, drafting, or creating the contract on behalf of the City’s 
departments or agencies is, at any time while the contract or any extension of the 
contract is in effect, an employee of any other party to the contract in any capacity or 
a contractor to any other party to the contract with respect to the contract’s subject 
matter. The cancellation will be effective when all other parties to the contract receive 
the City’s written notice unless the notice specifies a later time.
11.20 SURVIVAL
Except as expressly agreed herein, all warranties, representations and indemnifications 
by Contractor shall survive the completion, expiration, and/or termination of this 
Contract.
11.21 COVENANT AGAINST CONTINGENT FEES
Contractor warrants that no person has been employed or retained to solicit or secure 
this Contract upon any contract or understanding for a commission, percentage, 
brokerage, or contingent fee, and that no member of the City Council, or any employee 
of the City of Scottsdale has any interest, financially, or otherwise, in the firm. For breach 
or violation of this warranty, the City will have the right to annul this Contract without
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Contract No. 2026-088-COS
liability, or at its discretion to deduct from the Contract Price or consideration, the fuli 
amount of any commission, percentage, brokerage, or contingent fee.
11.22 NO WAIVER
Either party’s failure to insist on strict performance of any term or condition of the 
Contract shall not be deemed waiver of that term or condition even if the party accepting 
or acquiescing in the nonconforming performance knows of the nature of the 
performance and fails to object to it.
11.23 HEADINGS
The headings used in this Contract, or any other Contract Documents, are for ease of 
reference only and will not in any way be construed to limit or alter the meaning of any 
provision.
11.24 NOTICE
All notices or demands required by this Contract must be given to the other party in 
writing, delivered by hand or by registered or certified mail at the addresses stated 
below, or to any other address the parties may substitute by giving written notice as 
required by this section. Notice by electronic mail or facsimile will not be considered 
notice,
To City:
City of Scottsdale
Attn: Alison Tymkiw
7447 E. Indian School Road, Suite 205
Scottsdale. AZ 85251 
To JOC Contractor:
Evolution Mechanical Project dba IMCOR 
Attn: Ed R. White 
1841 E. Washington Street 
Phoenix, AZ 85034
11.25 ADDITIONAL CITY RIGHTS REGARDING SECURITY INQUIRIES
Projects may be completed in both secure and non-secure City facilities. All Contractor 
and Subcontractor employees may be required to pass mandatory background checks 
prior to the start of any Work and be issued access badges by City of Scottsdale 
Municipal Security. In addition to the foregoing, the City reserves the right to: (1) have 
an employee/prospective employee of Contractor be required to provide fingerprints and 
execute any other documentation as may be necessary to obtain criminal justice 
information pursuant to A.R.S. § 41-1750(G)(4): (2) act on newly acquired information 
whether or not that information should have been previously discovered; (3) unilaterally 
change its standards and criteria relative to the acceptability of Contractor's employees 
or prospective employees; and, (4) object, at any time and for any reason, to an 
employee of Contractor performing Work (including supervision and oversight) under 
this Contract.
A, Provisions Applicable to all Contractor Contracts and Subcontracts. Contractor will 
include the terms of this provision for employee background and security checks
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Gontract No. 2026-088-COS
and screening in all contracts and subcontracts for Work performed under this 
Contract, including supervision and oversight.
B. Materiality of Security Inquiry Provisions. The Security Inquiry provisions of this 
Contract, as stated above, are material to the City’s entry into this Contract and 
any breach by Contractor may, at the City’s sole option and unfettered discretion, 
be considered to be a breach of contract of sufficient magnitude to terminate this 
Contract. Termination will subject Contractor to liability for its breach of contract.
11.26 HAZARDOUS MATERIALS
A. 
Upon discovery of hazardous materials Contractor will comply with all applicable 
laws/ordinances and regulations and take all appropriate health and safety 
precautions.
B. 
Unless included in the Work, if Contractor encounters onsite, or as material to be 
incorporated in the Work, any material which it reasonably believes to contain 
asbestos, polychlorinated biphenyl (PCB), or other hazardous substances or 
materials regulated by public health laws, it will immediately stop work and report 
the condition to the City.
C. 
If the material is found to contain asbestos, PCB or other hazardous substances or 
materials regulated by public health laws. Contractor will not resume Work In the 
affected area until the material has been abated or rendered harmless. Contractor 
and the City may agree, in writing, to continue Work in non-affected areas onsite.
D. 
An extension of Job Order Time may be granted in accordance with Article 5.
E. 
Contractor will comply with all applicable laws/ordinances and regulations and take 
all appropriate health and safety precautions upon discovery.
F. 
Despite the provisions of this Article 11.26, the City is not responsible for 
hazardous conditions or materials introduced to the Site by Contractor, 
Subcontractors or anyone for whose acts they may be liable. Contractor will 
indemnify, defend and hold harmless the City and the City’s officers, directors, 
employees and agents from and against all claims, losses, damages, liabilities and 
expenses, including attorneys’ fees and expenses, arising out of or resulting from 
those hazardous conditions or materials introduced to the Site by Contractor, 
Subcontractors or anyone for whose acts they may be liable.
11.27 TRAFFIC CONTROL
A. 
Complete street closures will not be permitted unless specified in the Special 
Provisions or approved by the City. The timing and sequence of street closures 
will be approved by the Traffic Engineering Director, or designee, at least fourteen 
(14) days before the closure. This approval is necessary to provide coordination 
with other roadway projects and special events.
B. 
Adequate barricades and lighted warning signs must be installed and maintained 
by Contractor throughput the duration of any Project. All traffic control must be in 
accordance with the current version of the City of Scottsdale Supplement to MAG
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Contract No. 2026-088-COS
Uniform Standard Specifications Section 401 or as required by the approved 
barricade plan unless otherwise specified in the Special Provisions.
Contractor wiil submit a construction schedule and a barricade plan to the City 
Traffic Engineering Director, or designee, for approval or modification at least 
seventy-two (72) hours before construction is initiated, and must wait to commence 
construction untii the plan is signed as accepted by the City Traffic Engineering 
Director, or designee.
11.28 MATERIAL SOURCE
No material source has been designated by the City for use under this Contract. MAG 
Specification, Section 106 will apply as will ADOT Standard Specifications 1982, Section 
106.1, 106.2, 106.7 & 106.8, which outline controls and Section 1001-1, -2, & -4 
concerning approval of Contractor-Furnished Source and supplemental Contracts in 
regards to environmental analysis and the liability for materials testing costs.
Contractor and Subcontractor furnished material sources situated in the 100-year flood 
plain of any stream or watercourse will not be allowed if located within 1.0 mile upstream 
and 2.0 miles downstream of any highway structure or surfaced roadway crossing.
A Contractor and Subcontractor-furnished source will be defined as a material source, 
which is neither an ADOT furnished source nor a commercial source, as defined in this 
Contract.
A commercial source will be defined as a material source in which the owner or producer 
has been regularly engaged for at least one (1) year during regular business hours on a 
regular basis in the processing and selling of sand, rock, ready mixed Portland cement 
concrete, asphaltic concrete and other similar products normally produced and sold to 
all parties. The company must have an Arizona retail sales tax license.
The location of any new material source or existing non-commercial material source 
proposed for use under this Contract must be reviewed by the appropriate agency 
having flood plain management jurisdiction over the area of proposed source location. 
Contractor and Subcontractor will obtain a letter from the agency addressed to the 
Contract Administrator certifying that the proposed source location conforms to the 
required conditions and the applicable Standard Specifications. Contractor will 
familiarize himself with the nature and extent of the Contract Documents, work to be 
performed, all local conditions, and federal, state and local laws, ordinances, rules and 
regulations that in any manner may affect cost, progress or performance of the Work.
11.29 FAMILIARIZATION WITH APPLICABLE LAWS
Contractor will familiarize itself with the nature and extent of the Contract Documents, 
work to be performed, all local conditions, and federal, state and local laws, ordinances, 
rules and regulations that in any manner may affect cost, progress or performance of 
the Work. 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.
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11.30 NATIVE PLANTS
Contractor agrees it will take whatever steps, procedures or means necessary to 
remove, move, displace and save all native plants within the contract work area in 
accordance with the City of Scottsdale Revised Code, as amended, and all applicable 
state and county statutes, ordinances, codes and other policy requirements and 
recognized methods, procedures, techniques and equipment for protection, salvage, 
and handling of all plants to be moved from the construction area. This is not a pay item 
unless specified upon the Schedule of Bid Items.
11.31 ENDANGERED HARDWOODS
Contractor agrees any construction, building addition or alteration project which Is 
financed by monies of this state or its political subdivisions will not use endangered 
tropical hardwood unless an exemption is granted by the Director of the State of Arizona, 
Department of Administration.
11.32 CONSTRUCTION ACTIVITY
Contractor agrees that all construction activity occurring on Site shall conform to the 
hour and noise requirements of the City of Scottsdale Revised Code, as amended.
11.33 COMPLIANCE WITH LOCAL, STATE AND FEDERAL LAWS
A, Contractor understands and acknowledges the applicability to it of the American with, 
Disabilities Act, the Immigration Reform and Control Act of 1986, the Drug Free 
Workplace Act of 1989, Fair Labor Standards Act, Age Discrimination in Employment 
Act, Family and Medical Leave Act, National Labor Relations Act, Occupational Safety 
and Health Act, and other local, state or federal law governing Contractor’s labor and 
employment practices. Contractor agrees to comply with these laws in performing this 
Contract and to permit the City to verify compliance. Contractor further agrees that 
any violation of provision on the part of Contractor, Its employees, agents or assigns 
will constitute a material breach of this Contract.
Contractor will also comply with A.R.S. §34-301, “Employment of Aliens on Public 
Works Prohibited," and A.R.S. §34-302, "Residence Requirements for Employees,” as 
amended. Contractor will include the terms of this provision in all contracts and 
subcontracts for Work performed under this Contract, including supervision and 
oversight.
Under the provisions of A.R.S. §41-4401 and Exhibit C. attached hereto, 
Contractor warrants to the City that Contractor and aii its Subcontractors wiil 
comply with all Federal Immigration laws and regulations that relate to its 
employees and that Contractor and all its Subcontractors now comply with the 
E-Verify Program under A.R.S; §23-214(A).
A breach of this warranty by Contractor or any of its Subcontractors will be considered 
a material breach of this Contract and may subject Contractor or Subcontractor to 
penalties up to and including termination of this Contract or any subcontract.
The City retains the legal right to inspect the papers of any employee of Contractor or
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any Subcontractor who works on this Contract to ensure, that Contractor or any 
Subcontractor is complying with the warranty given above.
The City may conduct random verification of the employment records of Contractor 
and any of its Subcontractors to ensure compliance with this warranty. Contractor 
agrees to indemnify, defend and hold the City harmless for, from and against all losses 
and liabilities arising from any and all violations of these statutes.
The City will not consider Contractor or any of its Subcontractors in material breach of 
this Contract if Contractor and its Subcontractors establish that they have complied 
with the employment verification provisions prescribed by 8 USCA §1324(a) and (b) of 
the Federal Immigration and Nationality Act and the E-Verify requirements prescribed 
by A.R.S. §23-214{A), as amended. The “E-Verify Program" means the employment 
verification pilot program as jointly administered by the United States Department of 
Homeland Security and the Social Security Administration or any of its successor 
programs.
The provisions of this Article must be included in any contract Contractor enters into 
with any and all of its Subcontractors who provide services under this Contractor any 
Subcontract. "Services” are defined as furnishing labor, time or effort in the State of 
Arizona by a Contractor or Subcontractor. Services include construction or 
maintenance of any structure, building or transportation facility or improvement to real 
property. Contractor will take appropriate steps to assure that all Subcontractors 
comply with the requirements of the E-Verify Program. Contractor’s failure to assure 
compliance by all its Subcontractors with the E-Verify Program may be considered a 
material breach of this Contract by the City.
B. Compliance with Americans with Disabilities Act. The City of Scottsdale assures full 
compliance with Title VI of the Civil Rights Act of 1964, Title II of the Americans with 
Disabilities Act of 1990 (ADA), and other related authorities in all of its programs and 
activities. The City’s Title VI and ADA Programs require that no person shall, on the 
grounds of race, color, national origin and disability, be excluded from participation in, 
be denied the benefits of, or be othenvise subjected to discrimination under any 
program or activity. This policy is also applicable to contractors and/or consultants 
conducting work on behalf of the city.
Contractor acknowledges that, in accordance with the Americans with Disabilities Act 
(ADA), programs, sen/ices and other activities provided by a public entity to the public, 
whether directly or through a contractor, must be accessible to the disabled public. 
Contractor will provide the services specified in this Contract in a manner that complies 
with the ADA and any and all other applicable federal, state and local disability rights 
legislation. Contractor agrees not to discriminate against disabled persons in the 
provision of services, benefits or activities provided under this Contract and further 
agrees that any violation of this provision on the part of Contractor, its employees, 
agents or assigns will constitute a material breach of this Contract.
C, Equal Employment Opportunity and Discrimination. For the duration of this Contract, 
Contractor represents and warrants it will comply with all applicable local, stale and 
federal laws governing equal employment opportunities, or prohibiting employment or 
other discrimination based on any protected characteristic including but not limited to 
actual or perceived race, color, religion, sex, age, disability, national origin, sexual 
orientation, gender identity, or U.S. military status. City of Scottsdale Revised Code,
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Contract No. 2026-088-COS
Chapter 15 mandates Contractor compliance with the policies contained therein. 
Contractor agrees that any violation of provision on the part of Contractor, its 
employees, agents or assigns will constitute a material breach of this Contract.
Contractor will include the terms of this provision in all contracts and subcontracts for 
work performed under this Contract, including supervision and oversight. The 
Contractor will, in all solicitations or advertisements for employees placed by or on 
behalf of the Contractor, state that all qualified applicants will receive consideration for 
employment without regard to race, color, religion, sex, sexual orientation, gender 
identity, or national origin.
D. No Preferential Treatment or Discrimination. In accordance with the provisions of 
Article II, Section 36 of the Arizona Constitution, the City will not grant preferential 
treatment to or discriminate against any individual or group on the basis of race, sex, 
color, ethnicity or national origin. To avoid the appearance of impropriety. Contractor 
shall not make any donation to the City, of any goods or services during the term of 
this Contract, unless it has specifically been approved by the City Manager dr 
designee.
E. Advertising. No advertising or publicity concerning the City using Contractor’s services 
shall be undertaken without prior written approval of such advertising or publicity by 
the Contract Administrator and the City Attorney.
11.34 DATA CONFIDENTIALITY
A. 
As used in this Contract, data means all information, whether written or verbal, 
including plans, photographs, studies, investigations, audits, analyses, samples, 
reports, calculations, internal memos, meeting minutes, data field notes, work 
product, proposals, correspondence and any other similar documents or 
information prepared by or obtained by Contractor in the performance of this 
Contract.
B. 
The parties agree that all data, including originals, images, and reproductions, 
prepared by, obtained by, or transmitted to Contractor in connection with 
Contractor’s performance of this Contract is confidential and proprietary 
information belonging to the City.
C. 
Contractor will not divulge data to any third party without first obtaining the written 
consent of the City. Contractor will not use the data for any purposes except to 
perform the services required under this Contract. These prohibitions will not apply 
to the following data provided Contractor has first given the required notice to the 
City:
1. Data, which was known to Contractor before its performance under this 
Contract unless the data was acquired in connection with the Work 
performed for the City;
2. Data which was acquired by Contractor in its performance under this 
Contract and which was disclosed to Contractor by a third party, who to the 
best of Contractor's knowledge and belief, had the legal right to make 
disclosures and Contractor is not otherwise required to hold the data in
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confidence; or
3. Data, which is required to be disclosed by virtue of law, regulation, or court 
order to which Contractor is subject.
D. 
In the event Contractor is required or requested to disclose data to a third party, or 
any other information to which Contractor became privy as a result of any other 
contract with the City, Contractor will first notify the City as required in this Article 
of the request or demand for the data. Contractor will give the City sufficient facts 
so that the City can be given an opportunity to first give its consent or take any 
action the City may consider appropriate to protect the data or other information 
from disclosure.
E. 
Unless prohibited by law, within ten (10) days after completion of services for a 
third party on real or personal property owned or leased by the City, Contractor will 
promptly deliver, as stated in this Article, a copy of all data to the City. All data will 
continue to be subject to the confidentiality requirements of this Contract.
F. 
Contractor assumes all liability for maintaining the confidentiality of the data in its 
possession and agrees to compensate the City if any of the provisions of this 
Article are violated by Contractor, its employees, agents or Subconsultants. Solely 
for the purposes of seeking injunctive relief, it is agreed that a breach of this Article 
will be considered to cause irreparable harm that justifies injunctive relief in court.
11.35 CONFLICT OF INTEREST
A. 
To evaluate and avoid potential conflicts of interest. Contractor will provide written 
notice to the City, as stated in this Article, of any work or services performed by 
Contractor for third parties that may involve or be associated with any real property 
or personal property owned or leased by the City. The notice will be given seven 
(7) business days before commencement of the Project by Contractor for a third 
party, or seven (7) business days before an adverse action as defined below. 
Written notice and disclosure will be sent to the City Senior Representative 
identified in Article 7.4.
B. 
Actions that are considered to be adverse to the City under this Contract include 
but are not limited to:
C.
1. Using data as defined in this Contract acquired in connection with this 
Contract to assist a third party in pursuing administrative or judicial action 
against the City;
2. Testifying or providing evidence on behalf of any person in connection with 
an administrative or judicial action against the City; and
3. Using data to produce income for Contractor or its employees 
independently of performing the services under this Contract, without first 
obtaining the written consent of the City.
Contractor represents that except for those persons, entities and projects identified 
to the City, the services to be performed by Contractor under this Contract are not
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expected to create an interest with any person, entity, or third party project that is 
or may be adverse to the interests of the City.
D, 
Contractor’s faiiure to provide a written notice and disclosure of the information 
stated in this Articie on Conflicts of interest will constitute a material breach of this 
Contract.
E. 
This Contract is subject to canceliation by the City of Scottsdale in accordance with 
the provisions of A.R.S. § 38 511, as amended.
11.36 COMMENCEMENT OF STATUTORY LIMITATION PERIOD AND STATUTE OF 
REPOSE
A. 
Before Final Completion. As to acts or failures to act occurring before the relevant 
date of Final Completion, any applicable statute of limitations will commence to run 
and any alleged cause of action will be considered to have accrued in any and all 
events not later than the date of Final Completion.
B. 
Between Punch List Preparation and Final Completion. As to acts or failures to 
act occurring between the relevant date of Punch List Preparation and before Final 
Completion, any applicable statute of limitation will begin to run and any alleged 
cause of action will be considered to have accrued in any events not later than the 
date of Final Completion.
C. 
After Completion. As to acts or failures to act occurring after the date of Final 
Completion, any applicable statute of limitations will commence to run and any 
alleged cause of action will be considered to have accrued in any and all events 
not later than the date of any correction of the Work or failure to correct the Work 
by the Contractor, or the date of actual commission of any other act or failure to 
perform any duty or obligation by the Contractor or the City, whichever occurs last.
D. 
Statute of Repose. The time period for the applicable Statute of Repose will 
commence to run at the time specified in A.R.S. §12-552 as it is amended or 
renumbered from time to time.
11.37 LOSS AND DAMAGES
Except as expressly provided in this Contract, all loss or damage arising out of the nature 
of the Work to be done or from the action of the elements, or from any unforeseen 
circumstances, in the prosecution of the same, or from any unusual obstructions or 
difficulties which may be encountered in or during the prosecution of the Work, or from 
any casualty whatsoever of every description, will be sustained and borne by Contractor 
at its sole cost and expense. By signing this Contract, all rights of subrogation are waived 
against the City, its officers, officials, agents and employees.
11.38 RIGHTS-OF-WAY
The M.A.G. Standard Specification 107.12 is modified to read as follows: “Contractor, at 
its own expense, is responsible for the acquisition of any necessary temporary 
easements for construction purposes, storage and maintenance purposes, which are
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required in addition to existing easements or rights of way secured by the City as 
indicated upon the plans."
11.39 EXISTING TRAFFIC AND STREET SIGNS AND TRAFFIC SIGNAL EQUIPMENT
Contractor will use due care when excavating at or near intersections where traffic signal 
underground conduit is located. Contractor will notify the Transportation Maintenance 
Traffic Signal Division (tel. 480.312.5620) at least forty-eight (48) hours in advance of 
any work at the intersections. Contractor will be responsible for the installation and 
maintenance of temporary overhead traffic signal cable as specified by the 
Transportation Department when underground conduit is to be severed by excavations 
at the intersection. The Transportation Department will have all underground traffic 
conduit located and will provide the necessary City Technicians to assist Contractor in 
identifying wiring phases and direction of conduit runs upon twenty-four (24) hours’ 
notice from Contractor and at least one (1) day before Contractor’s scheduled wiring and 
installation of temporary cables. Contractor will be responsible for the wiring and 
connection of all temporary cable within the pull boxes and terminal compartments. The 
Transportation Department will provide a City technician to assist Contractor with 
connecting field wiring within the traffic signal control cabinet. Contractor will provide, at 
its expense, at least one off-duty uniformed Police Officer as may be required to direct 
traffic while the traffic signal is turned off and the wiring is transferred. Contractor will 
be responsible as specified by the Traffic Department for the repair and restoration of 
all traffic signal overhead and underground items that have been damaged or modified. 
The City does not permit the splicing of Magnetic Detector Loops.
11.40 CERTIFICATION OF USE OF BENCHMARKS
In compliance with the City’s Design Standards & Policies Manual (DS&PM), Sections 
9-1.1 and 9-1.301, it is the City’s intent that Contractor must use both horizontal and 
vertical benchmarks with City of Scottsdale published values for any survey on all public 
works projects. These published values are available for public use at the following 
website: 
https://eservices.scoltsdalea2.qov/maps/benchmarks. AT LEAST 1
HORIZONTAL AND 1 VERTICAL BENCHMARK MUST MATCH THE NORTHING, 
EASTING OR ELEVATION VALUES PUBLISHED ON THE CITY’S WEBSITE. If 
required by the City, Contractor must sign and submit with this Contract, the Certificate 
of Use attached and by reference made a part of this Contract.
11.41 TAX INDEMNIFICATION
The fee listed in this Contract includes any and all taxes applicable to the activities under 
this Contract. The City will have no obligation to pay additional amounts for taxes of any 
type. Contractor, its Subcontractors, Subconsultants and Suppliers, shall pay all 
Federal, state and local taxes applicable to its operation and any persons employed by 
Contractor, its Subcontractors, Subconsultants and Suppliers, except as may be 
otherwise provided in this Contract. Contractor shall, and also require its 
Subcontractors, Subconsultants and Suppliers to hold the City harmless from any 
responsibility for taxes, damages and interest, if applicable, contributions required under 
Federal, and/or state and local laws and regulations and any other costs including 
transaction privilege taxes, unemployment compensation insurance. Social Security and 
Worker’s Compensation.
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11.42 ISRAEL BOYCOTT/FORCED LABOR PROVISIONS
By executing this contract, Contractor certifies that it is not currently engaged in and will 
not for the duration of this Contract engage in boycott activity proscribed by A.R.S. § 35- 
393 et seq, as amended.
Pursuant to A.R.S. § 35-394, as amended. Contractor warrants and certifies that it does 
not currently, and agrees for the duration of this Contract that it will not use:
1) 
The forced labor of ethnic Uyghurs in the People’s Republic of China.
2) 
Any goods or services produced by the forced labor of ethnic Uyghurs in the 
People's Republic of China.
3) 
Any contractors, subcontractors or suppliers that use the forced labor or any goods 
or services produced by the forced labor of ethnic Uyghurs in the People's Republic 
of China.
If Contractor becomes aware during the term of this Contract that Contractor is not in 
compliance with this Article, Contractor shall notify the City within five (5) business days 
after becoming aware of the noncompliance. Failure of Contractor to provide a written 
certification that Contractor has remedied the noncompliance within one hundred eighty 
(180) days after notifying the City of its noncompliance will result in automatic termination 
of this Contract, unless an earlier contract termination, cancellation, or expiration date 
applies.
ARTICLE 12 - DEFINITIONS
“Allowance" means an agreed amount by the City and Contractor for items which may be required 
to complete the scope of work.
“As-Built Document” - “As-built in construction is equivalent to “as-is." Drawings deemed “as- 
built” are final drawings that include all changes made during the actual construction process. 
These drawings represent the actual existing constructed conditions as opposed to designs or a 
proposed condition. The As-Built Documents should be per A.R.S. § 32-152,
“Btueline or Blackline Prints" - Prints that allows comparison of document versions to show what 
has been revised.
"City” or "Owner" means the City of Scottsdale, Arizona, an Arizona municipal corporation. 
Regulatory activities handled by the City of Scottsdale Development Services, Planning and Fire 
Departments or any other City department are not subject to the responsibilities of the City under 
this Contract.
“City’s Representative” means the person designated in Article 7.4(A)(2).
"City’s Senior Representative" means the person designated in Article 7.4(A)(1).
"Claim" means a written request for either payment of additional monies or extension of contract 
time, submitted in accordance with the terms of this Contract or applicable law.
“Construction Coordinator” means a City employee who coordinates the daily construction 
activities with Contractor, and with their inspection staff that performs quality control inspections,
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enforces project plans and specifications and adopted City codes and ordinances.
“Construction Documents” means the plans, specifications and drawings prepared by the Design 
Professional after correcting for permit review requirements and incorporating any approved 
amendments, addenda, exhibits and Job Order Adjustments.
“Construction Services" - as used in this Contract is defined in A.R.S. §34-101, as amended.
“Contract Administratoi"' means the person designated in Article 7.4(A) or designee. The Contract 
Administrator will sen/e as Contractor's primary point of contact with the City, monitor Contractor’s 
performance, review and approve invoices, establish delivery schedules, and in conjunction with 
Purchasing ensure Certificates of Insurance are current, conform to the requirements of this 
Contract, and are in the City’s possession. Contractor will direct any reports and/or special 
requests to the Contract Administrator,
“Contract Documents” means the following items and documents in descending order of 
precedence executed by the City and Contractor: (1) Job Order Adjustments; (2) Contract 
Modifications; (3) Job Orders; (4) this Contract including all exhibits and attachments; (5) 
Contractor’s Proposal (if any); (6) Contractor Statement of Qualifications.
"Contract Modification” means a specific written concurrence between the City and Contractor for 
changes to this Contract consistent with the City of Scottsdale Procurement Code, as amended.
"Contract Price” means the amount or amounts stated in Article 4 subject to any Contract 
Modifications.
“Contract Services" means the sen/ices required by the Contract Documents.
"Contract Time(s)" means the time stated in Article 3, subject to Contract Modifications as 
permitted by this Contract.
“Contractor" is Contractor selected by the City to provide or procure construction services as 
detailed in this Job Order Contract.
“Contractor Payment Request” means the City form used by Contractor to request progress 
payments for Job Orders in accordance with Article 6.
"Contractor’s Representative” means the person described in Article 7.4(B)(2).
"Contractor’s Senior Representative" means the person described in Article 7.4(B)(1).
“Day(s)” means calendar days unless otherwise specifically noted in the Contract Documents.
“Delay” means an unanticipated event or interference with the progress of a critical path work 
activity being performed at the time that causes the completion date of the project to be extended. 
Delays may be caused by the City, Contractor, third parties or Force Majeure events. Delays may 
be excusable, compensable, non*compensable or concurrent.
"Delay, Compensable" means delay that results from the City’s actions or inactions that entitle 
Contractor to both a time extension and delay damages.
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"Delay, Concurrent" means two (2) dr more delays, within the same timeframe, both of which 
wouid independently impact the Project Schedule. If one delay is caused by the City and the 
other by Contractor, Contractor will generally be entitled to an excusable, non-compensable time 
extension, to the degree the delays may "overlap.”
"Delay, Excusable" means an unforeseeable delay caused by an event beyond the control and 
without the fault or negligence of Contractor (including its Suppliers and Subcontractors). 
Excusable delays may be compensable or non-compensable, depending upon whether the terms 
of the Contract or the law allows recovery of delay costs. Unless othenwise shown, it will generally 
be presumed that these delays are non-compensable.
"Delay, Non-Excusable" means a delay within the control of Contractor, its Suppliers and 
Subcontractors, or a delay resulting from a risk taken by Contractor under the terms of the 
Contract. Contractor will not be due any time extension or delay damages, and may be 
responsible for paying to the City, actual or liquidated damages for the delay.
"Deliverables" means the work products prepared by Contractor in performing the scope of work 
described in this Contract. Sorne of the rhajor deliverables to be prepared and provided by 
Contractor may include, but are not limited to: Construction Management Plan, Project Schedule, 
Schedule of Values, alternative system evaluations, procurement strategies and plans, cost 
estimates, construction market surveys, cash flow projections. Subcontractor procurement plari. 
Subcontractor Contracts, Subcontractor bid packages. Supplier Contracts, and others as 
indicated in this Contract or required by the Project Team.
"Design Services" - as used in this Contract is defined in A.R.S. §34-101, as amended.
“Design Team” or "Design Professional” refers to licensed design professionals, as defined in 
A.R.S. §34-101 as amended.
"Differing Site Conditions” comply with M.A.G. Standard Specifications, Subsection 102.4.
"Effective Date" means the date specified in this Contract on which the Contract becomes 
effective, but if no date is specified, the date on which the City executes this Contract.
"Field Order" means a written field directive prepared and signed by the City, directing a change 
in Work that does not include an adjustment in the Job Order Time or Job Order Price.
“Final Acceptance" means the completion of a Job Order as prescribed in Article 3.5.
“Financial Services" - as used in this Contract is defined in A.R.S. §34-101, as amended.
"Hazardous Substance" -_means:
(a) Any substance designated pursuant to sections 311 (b) (2) (A) and 307(a) of the clean 
water act.
(b) Any element, compound, mixture, solution or substance designated pursuant to 
section 102 of CERCLA.
(c) Any hazardous waste having the characteristics identified under or listed pursuant to 
section 49-922.
(d) Any hazardous air pollutant listed under section 112 of the federal clean air act (42 
United States Code section 7412).
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(e) Any imminently hazardous chemical substance or mixture with respect to which the 
administrator has taken action pursuant to section 7 of the federal toxic substances 
control act (15 United States Code section 2606).
(f) Any substance which the director, by rule, either designates as a hazardous substance 
following the designation of the substance by the administrator under the authority 
described in subdivisions (a) through (e) of this paragraph or designates as a 
hazardous substance oh the basis of a determination that such substance represents 
an imminent and substantial endangerment to public health.
“Horizontal Construction" ^ as used in this Contract is defined in A.R.S. §34-101, as amended.
"Informational Submittals" - Submittals are required (common with construction projects) for the 
architect and engineer to verify that the correct products and quantities will be installed on a 
project.
“Job Order" or "Project" means a specific scope of Contract Services done pursuant to an 
individual Job Order and includes a specific written Contract between the City and Contractor for 
a Job Order including a Scope of Work, a Job Order Price, a Job Order Time and any special 
conditions that may apply to be performed under this Contract. The Job Order includes the plans, 
technical specifications, special provisions and Contractor’s proposal either by reference or 
inclusion.
"Job-Order-Contracting" means a project delivery method as defined in A.R.S. §34-101, as 
amended.
"Job Order Adjustment” or “Adjustment" means a written order signed by an authorized 
representative of the City and which approves changes in the Work required under a Job Order, 
the Job Order Price, and/or the Job Order Time consistent with the City of Scottsdale Procurement 
Code, as amended.
“Job Order Notice-to-Proceed," (NTP) means a written notice given by the City to Contractor fixing 
the date on which Contractor will start to perform Contractor's obligations under that individual 
Job Order.
“Job Order Price” means the amount negotiated between Contractor and the City for an individual 
Job Order that includes costs, overhead, bonding, insurance, profit and other costs as agreed to 
and calculated on the Unit Prices, cost-coefficient and special items as prescribed in. Article 4.
"Job Order Time" or "Duration of the Work” means the number of Day(s) from a Job Order Notice- 
to-Proceed to Substantial Completion. The approved Job Order Time will be made part of this 
Contract by executing an individual Job Order for specific Work.
"Legal Requirements” means all applicable federal, state and local laws, codes, ordinances, 
rules, regulations, orders and decrees of any government or quasi-government entity having 
jurisdiction over a Project or Site, the practices involved in a Project or Site, or any Work.
"Liquidated Damages" means an amount Contractor will pay in compliance with Article 3.6.
"Maintenance Services" - as used in this Contract Is defined in A.R.S. §34-101, as amended.
“Must”, “will” and “shall” as used in this Contract are mandatory.
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“Operations Services” - as used in this Contract is defined in A.R.S. §34-101, as amended.
“Owner Agent," “City’s Agent” or "Owner Representative" see "City’s Senior Representative."
“Payment Request" means a form that is accepted by the City and used by Contractor in 
requesting progress payments or final payment and which will include any supporting 
documentation as is required by the Contract Documents or the City, and is based on a monthly 
estimate of the dollar value of the Work completed.
“Product Data" means illustrations, standard schedules, performance charts, instructions, 
brochures, diagrams and other information furnished by Contractor to illustrate materials or 
equipment for some portion of the Work.
“Professional Certification” ~ Professional certification is a designation which indicates that a 
person is qualified to perform a job or task. Professional certification can be trade certification or 
professional designation.
“Project Record Documents” means the documents created pursuant to Article 1.9.
“Project Record Drawing Prints” - Set of current design drawings used by construction contractor 
for reference during construction. These drawings are typically marked up during the construction 
process and are used to develop the subsequent As-Built Documents.
"Project Team" - Consists of the Design Professional, the Contractor, the Contract Administrator, 
the City’s representatives and other stakeholders who are responsible for making decisions 
regarding the Project,
“Punch List” means those minor items of Work to be completed before Final Acceptance which 
do not prevent the Project from being used for the purpose for which it is intended and which will 
not prevent the issuance of a Certificate of Occupancy.
"Samples" means physical examples that illustrate materials, equipment, or workmanship 
representative of a part of the Work and which establish the standards by which that portion of 
the Work will be judged.
“Schedule of Values (SOV)" means the Document specified in the construction phase, which 
divides the Job Order Price into pay items, such that the sum of all pay items equals the Job Order 
Price for the construction phase Work, or for any portion of the Work having a separate specified 
Job Order Price. The SOV may or may not be output from the Progress Schedule depending on 
whether the Progress Schedule is cost-loaded or not.
“Shop Drawings” means drawings, diagrams, schedules and other data specially prepared for the 
Work by Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor 
to illustrate some portion of the Work.
“Site” means the land or premises on which a Job Order is located. Contractor will require ail 
Subcontractors to include the street address of the Job Order in their contracts.
“Specifications" means those sections of the Contract Documents for the construction phase 
consisting of written technical descriptions of materials, equipment, construction systems.
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Contract No. 2G26-088-COS
standards and workmanship as applied to the Work and certain applicable administrative details.
“Subcontractor” or “Subconsultant" means a person or firm having a direct contract with 
Contractor or any other person or firm having a contract with Contractor at any tier, who undertake 
to perform a part of the Work for which Contactor is responsible. All Subcontractors, 
Subconsultants and Suppliers must be selected in accordance with the subcontractor and major 
supplier selection provisions of this Contract.
"Substantial Completion” means when the Work, or when an agreed upon portion of the Work is 
sufficiently complete so that the City can occupy and use the Project or a portion Of it for its 
intended purposes. This may include, but is not Hmited to: (1) approval by the City Fire Marshall 
and local authorities (Certificate of Occupancy); (2) issuance of elevator permit; (3) demonstration 
to the City that all systems are in place, functional, and displayed to the City or its representative; 
(4) installation of all materials and equipment; (5) City review and acceptance of all systems; (6) 
City review and acceptance of draft O&M manuals and record documents; (7) City operation and 
maintenance training completed; (8) HVAC test and balance completed [provide minimum 30 
days before projected substantial completion]; (9) completed landscaping and site work; and (10) 
final cleaning.
“Supplier" means a manufacturer, fabricator, supplier, distributor, material man or vendor having 
a direct contract with Contractor or any Subcontractor or Subconsultant to furnish materials or 
equipment to be incorporated in the in the Work by Contractor or any Subcontractor or 
Subconsultant.
"Work” means the entire completed Jop Order or the various separately identifiable parts of the 
Job Order, required to be furnished in accordance with the Contract Documents. Work includes 
and is the result of performing or furnishing labor and furnishing and incorporating materials, 
resources and equipment into the Job Order, and performing or furnishing services and 
documents as required by the Contract Documents.
[END OF TEXT- SIGNATURE PAGE TO FOLLOW]
(Revised 5.6.2026) 
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Contract No. 2026-088-COS
CITY OF SCOTTSDALE, ARIZONA 
CONTRACT NO. 2026-088-COS 
________ CONTRACT___________
THE CITY OF SCOTTSDALE, by its Mayor and City Clerk have subscribed their names this 
_____day of____________________  2026.
CITY OF SCOTTSDALE,
an Arizona municipal corporation
CONTRACTOR:
Evolution Mechanical Projects, LLC, 
a Delaware limited liability company
By:
Lisa Borowsky, Mayor 
ATTEST:
By:_
Name:
Title:
Ben Lane, City Clerk
REVIEWED BY:
Melanie Gibson
City Contract Administrator
Jenn Myers, MPA, CPPO, NIGP-CPP, CPPB 
Purchasing Director
Alison Tymkiw, Senior Director - City Engineer
George Woods
Safety & Risk Management Director
APPROVED AS TO FORM: 
OFFICE OF THE CITY ATTORNEY
Lq,^. Santaella, City Attorney
By: Lydia Tulin, Assistant City Attorney
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Contract No. 2026-088-COS
EXHIBIT A
STATUTORY PERFORMANCE BOND 
PURSUANT TO TITLE 34. CHAPTER 6,
OF THE ARIZONA REVISED STATUTES 
(Penalty of this bond nriust be 100% of the Contract Amount)
KNOW ALL MEN BY THESE PRESENTS:
That,
___________________________ (hereinafter called the Principal) as Principal, and
___________________________, a corporation organized and existing under the laws of the State of
_________________with its principal office in the City of........................................ . (hereinafter called
the Surety), as Surety, are held and firmly bound unto the City of Scottsdale, County of Maricopa, State of
Arizona in the amount of_______________
^___________Doliars ($___________ J, for the payment
whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors 
successors and assigns, jointly and severaily, firmly by these presents.
WHEREAS, the Principal has entered into a certain written contract with the City of Scottsdaie, dated the
_____day of ____________ , 20___, for Bid No. (bid number). Project No. (project number), (project
name), which contract is hereby referred to and made a part hereof as fully and to the same extent as if 
copied at length herein.
NOW THEREFORE, the condition of this obligation is Such, that if the Principal faithfully performs and fulfills 
all of the undertakings, covenants, terms, conditions and Contracts of the contract during the original term 
of the contract and any extension of the contract, with or without notice to the surety, and during the life of 
any guaranty required under the contract, and also performs and fulfills all of the undertakings, covenants, 
terms; conditions and Contracts of all duly authorized modifications of the contract that may hereafter be 
made, notice of which modifications to the surety being hereby waived, the above obligation Is void. 
Otherwise it remains in full force and effect.
PROVIDED HOWEVER, that this Bond is executed pursuant to the provisions of Title 34, Chapter 6, 
Arizona Revised Statutes, and all liabilities on this Bond will be determined in accordance with the 
provisions of Title 34. Chapter 6, Arizona Revised Statutes, to the extent as if it were copied at length in 
this Contract. The prevailing party in a suit on this bond will recover as part of the judgment reasonable 
attorney fees that may be fixed by a Judge of the Court. The performance under this bond is limited to the 
construction to be performed under the contract and does not include any design services, preconstruction 
services, financial services, maintenance services, operations services or any other related services 
included in the contract.
WITNESS our hands the
.day of.
.20
PRINCIPAL
BY:
SURETY
(SEAL)
AGENCY OF RECORD
AGENCY ADDRESS
(Revised Aug.2024)
Page 1 of 1

Contract No. 2026-088-COS
EXHIBIT B
STATUTORY PAYMENT BOND
PURSUANT TO TITLE 34. CHAPTER 6,
OF THE ARIZONA REVISED STATUTES
(Penalty of this bond must be 100% of the Contract Amount)
KNOW ALL MEN BY THESE PRESENTS:
That.
(hereinafter called the Principal), as Principal, and 
. a corporation organized and existing under the laws of the
with Its principal office in the City of
State of____________
(hereinafter called the Surety), as Surety, are held and firmly bound unto the City of Scottsdale,
County of Maricopa, State of Arizona, in the amount of________________ _________ Dollars
($_____________). for the payment whereof, the said Principal and Surety bind themselves,
and their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by 
these presents.
WHEREAS, the Principal has entered into a certain written contract with the City of Scottsdale
dated the_____day of__________________ , 20___, for Bid No. (bid number). Project No.
(project number), (project name), which contract is hereby referred to and made a part hereof as 
fully and to the same extent as if copied at length herein.
NOW, THEREFORE, the condition of this obligation is such that if the Principal promptly pays all 
monies due to all persons supplying labor or materials to the Principal or the Principal's 
subcontractors in the prosecution of the work provided for in the contract, this obligation is void. 
Otherwise it remains in full force and effect.
PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Title 34, Chapter 
6, of the Arizona Revised Statutes, and all liabilities on this bond will be determined in accordance 
with the provisions, conditions and limitations of Title 34, Chapter 6, Arizona Revised Statutes; to 
the same extent as if they were copied at length in this Contract.
The prevailing party in a suit on this bond will recover as a part of the judgment reasonable 
attorney fees that may be fixed by a Judge of the Court.
WITNESS our hands the
day of.
_.20__ ;.
PRINCIPAL
BY:
SURETY (SEAL)
AGENCY OF RECORD
AGENCY ADDRESS
(Revised Aug.2024)
Page 1 of 1

Contract No. 2026-088-COS
EXHIBIT C
CONTRACTOR E-VERIFY COMPLIANCE WARRANTY
Contract Title/Number ("Contract”):.
Contractor (Legal Name):________
E-Verify Company ID#: __________
Date of Enrollment:____________
The undersigned contractor (“Contractor") hereby represents, warrants, and certifies to the City 
of Scottsdale that:
□ The Contractor has employees that will be providing services within the State of Arizona and
agrees with the following:
1. The Contractor complies with all federalimmigration laws.
2. The Contractor is registered with and actively uses the federal E-Verify system to verify 
employment eligibility of all newly hired employees in Arizona, as required by Arizona Revised 
Statutes § 41-4401 and § 23-214(A).
3. The Contractor does not employ unauthorized aliens for the performance of services related to 
the Contract.
4. The Contractor shall retain records demonstrating E-Verify compliance and will produce such 
records upon request from the City.
5. The Contractor will require all subcontractors who perform work underthe Contract within the 
State of Arizona to comply with these requirements.
□ The Contractor and any of its subcontractors do not have employees within the State of
Arizona or employees that will be providing services for the Contract in the State of Arizona.
A breach of this warranty is considered a material breach of contract, subject to penalties up to and 
including termination of the contract. The undersigned represents and warrants that he or she is duly 
authorized to execute this warranty on behalf of Contractor.
Contractor (Legal Name):,
Authorized Representative Signature:.
Name:_______________________
Title:_________________________
Date:________________________
Last Updated: April 7, 2026
Page 1 of 1

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CITY OF SCOTTSDALE
JOB ORDER CONTRACT
SOLICITATION NO. 26RFSQ025 
CONTRACT NO. 2026-089-COS
(Revised .5.6.2026) 
19183309
ATTACHMENT 4

Contract No. 2026-089-COS
TABLE OF CONTENTS
RECITALS................................................................................ ............................. ............1
ARTICLE 1 - CONTRACTOR'S SERVICES AND RESPONSIBILITIES........................... ......1
ARTICLE 2 - CITY’S SERVICES AND RESPONSIBILITIES ...................... ................... 17
ARTICLE 3 - CONTRACT TIME AND JOB ORDER TIME..................................... .............. 20
ARTICLE 4- CONTRACT PRICE AND JOB ORDER PRICE .............................. ..........23
ARTICLE 5 - CHANGES TO THE CONTRACT PRICE AND TIME.................. ....................24
ARTICLE 6 - PROCEDURE FOR PAYMENT...................................................................... 30
ARTICLE 7 - CLAIMS AND DISPUTES.............................................................................. 33
ARTICLE 8 - SUSPENSION, TERMINATION AND CANCELLATION.................................. 35
ARTICLE 9 - INSURANCE AND BONDS................ ............................................................39
ARTICLE 10 - INDEMNIFICATION ..................................................................................... 46
ARTICLE 11 - GENERAL PROVISIONS............. .................... ..................................... 47
ARTICLE 12 - DEFINITIONS............................................. ............................................... .61
EXHIBIT A - STATUTORY PERFORMANCE BOND
exhibit B - STATUTORY PAYMENT BOND
EXHIBIT C - CONTRACTOR E-VERIFY COMPLIANCE WARRANTY
(Revised 5.6.2026)

Contract No. 2026-089-COS
CITY OF SCOTTSDALE 
SOLICITATION NO. 26RFSQ025 
CONTRACT NO. 2026-089-COS
THIS CONTRACT, ("Contract") is entered into this
day of
2026,
("Effective Date") between the City of Scottsdale, an Arizona municipal corporation (the “City")
and McCarthy Building Companies, Inc., a Missouri corporation (the "Contractor").
RECITALS
A. 
The Mayor of the City of Scottsdale, Arizona, is authorized and empowered by the 
provisions of the City Charter to execute contracts for construction and related services.
B. 
The City intends to contract for construction and related sen/ices with Contractor for one 
or more individual Job Orders.
C. 
Contractor has represented to the City the ability to provide or procure the required 
construction and related sen/ices and, based on this representation, the City engages 
Contractor for these services.
FOR AND IN CONSIDERATION of the mutual covenants and considerations contained in this
Contract, it is agreed by the City and Contractor as follows;
ARTICLE 1 - CONTRACTOR'S SERVICES AND RESPONSIBILITIES 
1.1. GENERAL SERVICES
A. 
Contractor will furnish any and all labor, materials, equipment, transportation, 
utilities, sen/ices and facilities specified in the individual Job Order for which it is 
issued a Job Order Notice-tp-Proceed for Work in accordance with this Contract. 
The City may determine it is in its best interest to furnish materials and equipment 
for an individual Job Order in accordance with the Job Order.
B. 
The Work will be performed in a good, workmanlike and substantial manner and 
to the satisfaction of the City Engineer and under the monitoring of the City 
Engineer, or designee, with the care and skill of a qualified contractor in Scottsdale,. 
Arizona,
1. Minor design services may be required for some Job Orders. For those 
Job Orders that may require minor design sen/ices. Contractor will seek 
the services of an Arizona registered architect or engineering professional 
to prepare plans for permitting. The procurement of minor design services 
will be In accordance with the City’s procurement procedures and code. If 
the services of a design professional are used, the design professional 
must maintain at least $1,000,000 Professional Liability Coverage.
2, All documents prepared by Contractor are subject to review by the City. 
Review by the City is for the benefit of the City only, is not intended to be 
for the benefit of any other person and does not relieve Contractor from the 
professional liability associated with the documents they have prepared.
(Revised 5.6.2026) 
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Contract No. 2026-089-COS
3. Contractor’s Representative shall be reasonably available to the City and 
will have the necessary expertise and experience required to supervise the 
Contract Services, A Contractor’s Representative will be assigned for each 
Job Order. Contractor’s Representative will communicate regularly with the 
City and will be vested with the authority to act on behalf of Contractor.
C. The City is a member of $AVE cooperative purchasing group. SAVE includes the 
State of Arizona, Maricopa County, many Phoenix metropolitan area 
municipalities, and many K-12 unified school districts. Under SAVE Cooperate 
Purchasing Agreement, and with the concurrence of successful Respondents 
under this solicitation, a member of SAVE may access a contract resulting from 
this solicitation issued by the City. By signing the JOC Contract, Contractor agrees 
to allow other SAVE members the ability to purchase their needs and “use” this 
contract for JOC requirements.
1.2. GOVERNMENT APPROVALS AND PERMITS
A. 
Unless otherwise provided. Contractor will obtain or assist the City in obtaining all 
necessary permits, approvals and licenses required for the prosecution of the Work 
from any government or quasi-government entity having jurisdiction over the 
Project. Contractor is responsible for obtaining payment for the necessary 
environmental permits or file the necessary environmental notices.
B. 
Copies of these permits and notices must be provided to the City's Representative 
before starting the permitted activity. This provision does not constitute an 
assumption by the City of an obligation of any kind for violation of the permit or 
notice requirements.
C. 
The City is responsible for the City of Scottsdale review and permit(s) fees for 
building and demolition permits. The City will pay City review fees for grading and 
drainage, water, sewer, storm water management, and landscaping. The City will 
also pay for City utility design fees for permanent services.
D. 
Contractor is responsible for all other permits and review fees not specifically listed 
in Article 1.2(C) above.
E. 
Contractor is responsible for the cost of construction-related water meter(s), water 
and sewer taps, fire lines and taps, and all water bills on the project meters until 
Substantial Completion of the Project. Arrangements for construction water will be 
Contractor's responsibility. Construction water does not include “test water” 
required to complete new water line pressure tests.
F. 
The M.A.G. Standard Specification 107.12 is modified to read as follows: 
“Contractor, at its own expense, is responsible for the acquisition of any necessary 
temporary easements for construction purposes, storage, maintenance, and 
refuse haul-off as indicated upon the plans, which are required in addition to 
existing easements or rights-of-way secured by the City.”
(Revised 5,6.2026) 
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Contract No. 2026-089-COS
1.3. PRE-CONSTRUCTION CONFERENCE
A. 
After issuance of a Job Order and before the commencement of any Work on any 
individual Job Order, a pre-construction conference may be scheduled.
B. 
The purpose of this conference is to establish a working relationship between 
Contractor, design firms, utility firms, and various City departments. The agenda 
will include critical elements of the work schedule, submittal schedule, level of 
Record Drawings required, cost breakdown of major lump sum items, payment 
application and processing, coordination with the utility firms involved, and 
emergency telephone numbers for all representatives involved in the course of 
construction.
C. 
At a minimum, attendees will include Contractor Representative, who is authorized 
to execute and sign documents on behalf of the firm, the job superintendent, and 
Contractor’s safety officer.
D. 
The Job Order Notice-to-Proceed date will be established.
E. 
Contractor will provide a Baseline Project Schedule indicating duration, manpower 
and equipment resources required to complete all major Work activities. The City 
and Design Team will review and comment on the Baseline Project Schedule. 
Contractor will revise the Baseline Project Schedule to the satisfaction of the City’s 
Representative. No work will begin until the City accepts the Baseline Project 
Schedule.
F. 
Contractor will submit a Schedule of Values based on the work and bids accepted 
from selected Subcontractors, These values will reflect the actual labor time, 
materials, profit and overhead for the Work or in accordance with Contractor’s price 
book.
1.4. CONTROL OF THE WORK
Contractor will properly guard and protect all partially finished work and will be 
responsible for the Work until the entire Job Order is completed and accepted by the 
City. Any payment for completed portions of the Work will not release Contractor from 
this responsibility: however, it will turn over the entire Work in full compliance with the 
specifications or Job Order before final settlement is made. In case of suspension of 
the Work for any cause whatever. Contractor is responsible for the Project and will take 
all precautions necessary to prevent damage to the Project and will erect any necessary 
temporary structures, signs, or other facilities at no cost to the City.
A. 
After all Work under the Job Order is completed, Contractor will remove all loose 
concrete, lumber, wire, reinforcing, debris and other materials not incorporated in 
the Work from the site of the Project.
B. 
Unless the Job Order states that it is the responsibility of the City or a separate 
contractor. Contractor will provide through itself or its Subcontractors the 
necessary supervision, labor, inspection, testing, start-up, material, equipment, 
machinery, temporary utilities, other temporary facilities, temporary fencing, roll­
offs, and dust control to permit Contractor to complete the Work consistent with
(Revised 5.6.2026) 
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Contract No. 2026-089-COS
the Job Order.
C. 
Contractor will perform all construction activities efficiently and with the requisite 
expertise, skill and competence to satisfy the requirements of the Job Order. 
Contractor will at all times exercise complete and exclusive control over the means, 
methods, sequences and techniques of construction.
D. 
Survey stakes and marks required for the completion of the construction shown on 
the plans and described in the specifications will be furnished by Contractor.
E. 
Contractor, its designee or Contractor's Superintendent will be present at the Work 
at all times that construction activities are taking place.
1. All elements of the Work, such as concrete work, pipe work, etc., will be 
under the direct supervision of a foreman or his/her designated 
representative on the Site who will have the authority to take actions 
required to properly carry out that particular element of the Work.
2. In the event of noncompliance with Article 5.1, the City may require 
Contractor to stop or suspend the Work in whole or in part.
F. 
Where the Job Order requires that a particular product be installed or applied by an 
applicator approved by the manufacturer, it is Contractor’s responsibility to ensure 
the Subcontractor employed for that portion of the Work is pre-approved by the 
manufacturer.
G. 
Before ordering materials for or doing the Work, Contractor and each 
Subcontractor will verify measurements at the Site and will be responsible for the 
correctness of these measurements. No extra charge or compensation will be 
allowed because of differences between actual dimensions and the dimensions 
indicated on the drawings; differences, which may be found, will be submitted to 
the City for resolution before proceeding with the Work.
H. 
Contractor will take field measurements and verify field conditions and carefully 
compare these field measurements, conditions and other information known to 
Contractor with the Job Order before starting activities. Errors, inconsistencies or 
omissions discovered will be immediately reported to the City.
I. 
Contractor will establish and maintain all building and construction grades, lines, 
levels, and benchmarks, and will be responsible for the accuracy and protection of 
these items. This portion of the Work will be performed or supervised by an Arizona 
licensed civil engineer or surveyor.
J. 
Any person employed by Contractor or any Subcontractor who, in the opinion of the 
City, does not perform his/her portion of the Work in a proper, skillful and safe 
manner or is intemperate or disorderly will, at the written request of the City, be 
removed from the Work by Contractor or Subcontractor employing this person, and 
will not be employed again in any portion of the Work without the written approval of 
the City. Contractor or Subcontractor will hold the City harmless from damages or 
claims, which may occur in the enforcement of this Article.
(Revised 5.6.2026) 
19183309
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Contract No. 2026-089-COS
K. 
Contractor assumes responsibility for the proper performance of the Work of 
Subcontractors and any acts and omissions in connection with this performance. 
Nothing in the Contract Documents is intended or considered to create any legal 
or contractual relationship between the City and any Subcontractor or Sub- 
Subcontractor, including but not limited to any third-party beneficiary rights.
L. 
Contractor will coordinate the activities of all Subcontractors. If the City performs 
other work on the Project or at the Site with separate contractors under the City’s 
control, Contractor agrees to reasonably cooperate and coordinate its activities 
with those of the separate contractors so that the Project can be completed in an 
orderly and coordinated manner without unreasonable disruption.
M. 
On a daily basis. Contractor will prepare a Contractor’s Daily Report. The City’s 
CPM Project Inspector or the Public Works Project Coordinator will provide a 
sample report format to Contactor. The report will detail the activities that took 
place during the course of the day, all equipment utilized and the number of hours 
operated, and all personnel on the Site including Subcontractors. Unless 
otherwise arranged, the Daily Reports will be submitted on a daily basis to the 
City's CPM Inspector or the Public Work’s Project Coordinator. The Daily Reports 
will also be made available to the City’s Representative upon request. Failure to 
provide Daily Reports as arranged or requested above will result in the retention 
of monthly progress payments until the Reports are brought up to date.
N. 
In the event of noncompliance with this Article 1.4, the City may require Contractor 
to stop or suspend the construction in whole or in part. Any suspension due to 
Contractor’s noncompliance will not be considered a basis for an increase in the 
Job Order Price or extension of the Job Order Time.
1.5. CONTROL OF THE WORK SITE
A. 
Throughout all phases of construction, including any suspension of the Work, 
Contractor will keep the Site reasonably free from debris, trash and construction 
wastes to permit Contractor to perform its construction services efficiently, safely 
and without interfering with the use of adjacent land areas. Upon Substantial 
Completion of the Work, or a portion of the Work, Contractor will remove all debris, 
trash, construction waste, materials, equipment, machinery and tools arising from 
the Work or applicable portions of it to permit the City to occupy the Project or a 
portion of the Project for its intended use.
B. 
Dust Control. Contractor will take whatever steps, procedures or means required 
to prevent abnormal dust conditions due to his construction operations in 
connection with this Contract. The dust control measures will be maintained at all 
times during construction of the Project(s) to the satisfaction of the City in 
accordance with the requirements of the Maricopa County Health Department Air 
Pollution Control Regulations and City of Scottsdale Supplement to M.A.G. 
Standard Specifications together with applicable provisions of Federal and State 
Law.
C. 
Dust Control Coordinator. Subject to the requirements or exemptions contained 
A.R.S. §49-474.05, as amended. Contractor shall comply with the training, 
permitting, and Dust Control Coordinator requirements applicable to the Site and
(Revised 5.6.2026) 
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Contract No. 2026-089-COS
the Project. The Dust Control Coordinator must have full authority to ensure that 
dust control measures are implemented at the Site, including authority to conduct 
inspections, deploy dust suppression resources, and modify or shutdown activities 
as needed to control dust. The Dust Control Coordinator must be responsible for 
managing dust prevention and dust control on the Site, including the use of leaf 
blowers and street sweeping equipment. The Dust Control Coordinator must have 
a valid Dust Training Certification Identification Card readily accessible on the Site 
while acting as the Dust Control Coordinator.
A Subcontractor who is engaged in dust generating operations at a Site that is 
subject to a Dust Control Permit issued by a County Control Officer and that 
requires the control of PM-10 emissions from dust generating operations must 
register with the County Control Officer. The Subcontractor must have its 
registration number readily accessible on the Site while conducting any dust 
generating operations.
D. 
Storage on Site. Only materials and equipment, which are to be used directly in 
the Work, will be brought to and stored on the Site by Contractor. When equipment 
is no longer required for the Work, it will be removed promptly from the Site. 
Protection of construction materials and equipment stored at the Site from weather, 
theft, damage and all other adversity is solely the responsibility of Contractor.
E. 
Waste Products. Contractor is responsible for the cost to dispose of all waste 
products including excess earth material which will not be incorporated into the 
Work under this Contract. The waste product referred to will become the property 
of Contractor. Contractor will provide for the legal disposal at an appropriate off­
site location for all waste products, debris, etc., and will make necessary 
arrangements for its disposal. Any disposal/dumping of waste products or unused 
materials will conform to applicable Federal, State and Local Regulations.
F. 
Contractor will supervise and direct the Work. Contractor will be solely responsible 
for the means, methods, techniques, sequences and procedures of construction. 
Contractor will employ and maintain on the Site a qualified supervisor or 
superintendent who will have been designated in writing by Contractor as 
Contractor’s Representative. The Contractor’s Representative will have full 
authority to act on behalf of Contractor and all communications given to the 
Representative will be as binding as if given to Contractor. The Representative 
will be present on the Site at all times as required to perform adequate supervision 
and coordination of the Work. Where appropriate all Provisions of M.A.G., Section 
105.5, will be applicable.
G. 
Abnormal Weather. In the event of abnormal weather conditions, such as 
windstorms, rainstorms, etc. . Contractor will immediately inspect the Work and Site 
and take all necessary actions to insure public access and safety are maintained.
H. 
Damage to Property at the Site. Contractor yrill be responsible for any and all 
damage or loss to property at the Site, except to the extent caused by the acts or 
omissions of the City or its representatives, employees or agents and not covered 
by insurance. The costs and expenses incurred by Contractor under this Article 
will be paid as a Cost of the Work to the extent that these costs and expenses are 
In excess of or are not covered by required insurance, and to the extent of any
(Revised 5.6.2026) 
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Contract No. 2026-089-COS
deductibles, but they will not increase the Job Order Price.
I. 
Damage to Property of Others. Contractor will avoid damage, as a result of 
Contractor’s operations, to existing sidewalks, curbs^ streets, alleys, pavements, 
utilities, adjacent property, the work of separate contractors and the property of the 
City. Contractor will repair any damage caused by the operations of Contractor, 
and these costs will be paid as a Cost of the Work to the extent that the costs and 
expenses are in excess of or are not covered by required insurance, and to the 
extent of any deductible, but they will not increase the Job Order Price.
J. 
Failure of Contractor to Repair Damage. Within ten (10) days written notice to 
Contractor by the City, if Contractor fails to commence the repair of damage to 
property as provided in Articles 1.5(H) and 1.5(1), and diligently pursue the repair, 
then the City rriay elect to repair the damages at its own expense and to deduct 
from payments due or to become due to Contractor, amounts paid or incurred by 
the City in correcting the damage (provided Contractor has not commenced such 
repair during the 10 day notice period).
1.6. SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
A. 
Shop Drawings, Product Data, Samples and similar submittals are not Contract 
Documents. The purpose of their submittal is to demonstrate for those portions of 
the Work for which submittals are required the way Contractor proposes to 
conform to the information given and the design concept expressed in the Contract 
Documents. Contractor will review, approve and verify that all submittals meet the 
intent of the Contract Documents.
B. 
Three (3) copies of each Shop Drawing, Product Data, Sample, and similar 
submittals required by the Contract Documents will be delivered to the City in 
compliance with the approved schedule so as to cause no delay in the Work or In 
the activities of the City or of separate contractors. Submittals made by Contractor, 
which are hot required by the Contract Documents, may be returned without 
action.
C. 
Contractor will perform no portion of the Work requiring submittal and review of 
Shop Drawings, Product Data, Samples, or similar submittals until the respective 
submittal has been approved by the City. All Work will be in compliance with 
approved submittals. Contractor will not be relieved of responsibility for any errors 
or omissions in Shop Drawings, Product Data, Samples, or similar submittals by 
the City's approval. Deviation from the original specifications will be specifically 
noted on the submittal to the City and the City will be allowed seven (7) days to 
approve or reject any deviations.
D. 
By approving, verifying and submitting Shop Drawings, Product Data, Samples 
and similar submittals. Contractor represents that Contractor has determined and 
verified materials, field measurements and field construction criteria, or will do so, 
and has checked and coordinated the information contained within the submittals 
with the requirements of the Work and of the Job Order.
E. 
Contractor will not be relieved of responsibility for deviations from requirements of 
the Job Order by the City's approval of Shop Drawings, Product Data, Samples or
(Revised 5.6.2026) 
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Contract No. 2026-089-COS
similar submittals unless Contractor has specifically informed the City in writing of 
the deviation at thetime of submittal and the City has given written approval to the 
specific deviation. Contractor will not be relieved of responsibility for errors or 
omissions in Shop Drawings, Product Data, Samples, or similar submittals by the 
City’s approval.
F. 
Contractor will direct specific attention, in writing or on resubmitted Shop Drawings, 
Product Data, Samples, or similar submittals, to revisions other than those 
requested by the City on previous submittals.
G. 
Informational submittals upon which the City is not expected to take responsive 
action may be so identified in the Contract Documents.
H. 
When professional certification of performance criteria of materials, systems or 
equipment is required by the Job Order, the City will be entitled to rely upon the 
accuracy and completeness of the calculations and certifications.
1.7. QUALITY CONTROL, TESTING AND INSPECTION
A. 
Inspection. The City’s Inspectors may be stationed on the Site to report to the 
City’s Representative, or designee, as to the progress of the Work. The City’s 
Representative, or designee, may also report as to the manner in which the Work 
is being performed and report whenever it appears that material furnished or Work 
performed by Contractor fails to fulfill the requirements of the specifications, this 
Contract or the Job Order. The Inspector may direct the attention of Contractor to 
any failure or infringement but this inspection will not relieve Contractor from any 
obligation to furnish acceptable materials or to provide completed construction that 
complies With the Contract or the Job Order in every way. The Inspector is for the 
purpose of assisting the City’s Representative and should not be confused with an 
Inspector with a City regulatory agency or with an inspector from a laboratory under 
Article 1.8.
B. 
In case of any dispute arising between the Inspector and Contractor as to material 
furnished or the manner of performing the Work, the Inspector will have the 
authority to reject materials or suspend the Work until the question and issue can 
be referred to and decided by the City, inspectors are not authorized to revoke, 
alter, enlarge, relax, or release any requirements of the specifications. Inspectors 
will in no case act as foremen or perform other duties for Contractor or interfere 
with the management of the Work by Contractor.
G. Inspection or supervision by the City's Representative, or designee, will not be 
considered as direct control of an individual worker or the Work. The direct control 
will be solely the responsibility of Contractor.
D. The furnishing of these services for the City will not make the City responsible for 
or give the City control over construction means, methods, techniques, sequenced 
procedures or for safety precautions or programs or responsibility for Contractor’s 
failure to perform the Work in compliance with the Contract Documents.
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Contract No. 2026-089-COS
1.8. MATERIALS TESTING
B.
All materials used in the Work will be new and unused, unless otherwise noted, and will
meet all quality requirements of the Job Order.
A. All construction materials to be used on the Work or incorporated into the Work, 
equipment, plant, tools, appliances or methods to be used in the Work may be 
subject to the inspection and approval or rejection of the City. Any materials 
rejected by the City will be removed immediately and replaced in a manner 
acceptable to the City without increasing the Job Order Price.
The procedures and methods used to sample and test material will be determined 
by the City. Unless otherwise specified, samples and tests will be made in 
compliance with the following: The City of Scottsdale Minimum Sampling 
Frequency Guide, the City of Scottsdale Material Testing Manual and the standard 
methods of AASHTO or ASTM, DSPM and MAG supplements.
C. 
The City will select a pre-qualified City or Independent Testing Laboratory and will 
pay for initial City Acceptance Testing.
1. When the first and subsequent tests indicate noncompliance with the Job 
Order, the cost associated with that noncompliance will be incurred by 
Contractor without increasing the Job Order Price.
2. When the first and subsequent tests indicate noncompliance with the Job 
Order, all retesting will be performed by the same testing agency. The cost 
associated with the noncompliance will be incurred by Contractor without 
increasing the Job Order Price.
3. Contractor will cooperate with the selected testing laboratory and all others 
responsible for the testing and inspecting of the Work and will provide them 
access to the Work at ail times.
D. 
At the option of the City, materials may be approved at the source of supply before 
delivery is started.
E. 
Code compliance testing and inspections required by codes or ordinances, or by 
a plan approval authority, and which are made by a legally constituted authority, 
will be incurred by Contractor without increasing the Job Order Price, unless 
otherwise provided in the Job Order.
F. 
Contractor’s convenience and quality control testing and inspections will be the 
sole responsibility of Contractor and incurred by Contractor without increasing the 
Job Order Price.
G. 
All soils and materials testing will be performed and paid for by the City. The City 
will order tests and distribute test results for all construction areas. The City will 
be responsible for ordering testing and will distribute test results within 24 hours of 
receipt.
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1.9. PROJECT RECORD DOCUMENT/AS BUILTS
A. During the construction period, Contractor will maintain at the Site a set of Blueline 
or Blackline Prints of the Construction Document drawings and Shop Drawings for 
Project Record Document purposes.
1. Contractor will mark these drawings to indicatethe actual installation where 
the installation varies appreciably from the original Cbnstructidn 
Documents. Contractor will give particular attention to information on 
concealed elements, which would be difficult to identify or measure and 
record later. Items required to be marked include but are not limited to:
Dimensional changes to the drawings;
Revisions to details shown on drawings;
Depths of foundations below first floor;
Locations and depths of underground utilities;
Revisions to routing of piping and conduits;
Revisions to electrical circuitry;
Actual equipment locations;
Duct size and routing;
Locations of concealed internal utilities;
Changes made by Adjustment; and 
Details not on original Contract Drawings.
2. Contractor will mark completely and accurately Project Record Documents, 
prints of Construction Documents or Shop Drawings; whichever is the most 
capable of indicating the actual physical condition. Where Shop Drawings 
are marked, show cross-reference on the Construction Documents 
location.
3. Contractor will mark sets of Project Record Drawings Prints with red 
erasable colored pencil.
4. Contractor will note Request for Information (RFI) Numbers, American 
Standards Institute (ASI) Numbers and Adjustment Numbers, etc., as 
required to identify the source of the change to the Construction 
Documents.
5. Contractorwill at the time of Substantial Completion, submit Project Record 
Drawing Prints and Shop Drawings to the City or its representative for 
review and comment
B. Immediately upon receipt of the reviewed Project Record Drawings from the City, 
Contractor will correct any deficiencies or omissions to the drawings and prepare 
the following for submission to the City:
1. A complete set of PDF electronic files of all Project Record Drawing 
prepared in Microstation format compatible with City of Scottsdale CADD 
requirements. If a Design Professional is contracted with, the Design 
Professional will provide files of the original Construction Documents to
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Contractor for use in preparing these final Project Record Documents, or 
Contractor may contract with the Design Professional to revise and update 
the electronic drawing files. Each drawing will be clearly marked with "As- 
Built Document” and shall be certified by an Arizona Registered Land 
Surveyor.
2. A complete set of As-Built reproducible mylars from the final Microstation 
drawings and an electronic pdf file on CD are required,
3. The original copy of the Project Record Drawings with redline mark-ups.
1.10. PROJECT SAFETY
A. 
The Occupational Safety and Health Act (OSHA) and the City of Scottsdale loss 
control procedures are the minimum standard for safety and environmental 
protection and must be fully complied with at all times. All Work will be performed 
In compliance with all applicable federal, state and local laws, ordinances, statutes, 
rules and regulations including ADOSH policies and procedures. Contractor may 
be required to attend a City safety briefing session at the pre-construction meeting. 
The session will be attended by the Contract Administrator, the designated Risk 
Management staff, and a Contractor’s Representative. Contractors that violate the 
aforementioned rules and regulations may be subject to job shutdown and or 
removal from City facilities.
B. 
The Risk Management Division makes available:a packet which contains the City's 
OSHA compliance guidelines, emergency evacuation, the City’s safety and health 
plan, and other safety information.
C. 
Contractor will conduct tailgate safety meetings regularly to ensure that safety on 
the job is given priority.
D. 
Contractor will contact the City’s Representative and the Risk Management 
Division within twenty-four (24) hours of the occurrence of an accident or injury 
arising out of Contractor’s Work under this Contract.
E. 
Contractor employees are encouraged to abate or remedy any unsafe act or 
condition, which may arise in the course of Contractor’s Work under this Contract.
F. 
The City reserves the right to conduct safety audits at the Site and stop unsafe 
acts at any time. In addition, the City will be notified within four (4) hours should 
any OSHA inspection occur at a Site.
G. 
Contractor recognizes the importance of performing the Work in a safe manner so 
as to prevent damage, injury or loss to:
1. All individuals at the Site, whether working or visiting;
2. The Work, iricluding materials and equipment incorporated into the Work 
or stored on-Site or off-Site; and
3. All other property at the Site or adjacent to the Site.
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H.
J.
K.
Contractor assumes responsibility for implementing and monitoring all safety 
precautions and programs related to the performance of the Work.
Contractor will, before commencing construction, designate a Safety 
Representative with the necessary qualifications and experience to supervise the 
implementation and monitoring of all safety precautions and programs related to 
the Work. Unless otherwise required by the Contract Documents, Contractor’s 
Safety Representative will be an individual stationed at the Site who may have 
responsibilities on the Project in addition to safety.
Contractor must provide OSHA 300A Summary log information including total 
recordable cases, total case rates, and lost workday incident rates for the past two 
(2) calendar years. The Safety Representative shall make routine daily 
inspections of the Site and shall hold weekly safety meetings with Contractor’s 
personnel, Subcontractors and others as applicable.
Contractor will immediately report in writing any safety-related injury, loss, damage 
or accident arising from the Work to City’s Representative and, to the extent 
mandated by Legal Requirements, to all government or quasi-governmental 
authorities having jurisdiction over safety-related matters involving the Project or 
the Work.
L.
M.
Contractor’s responsibility for safety under this Article 1.10 is not intended in any 
way to relieve Subcontractors and Sub-Subcontractors of their own contractual 
and legal obligations and responsibility for;
1. Complying with all Legal Requirements, including those related to health 
and safety matters; and
2, Taking all necessary measures to implement and monitor ail safety 
precautions and programs to guard against injury, losses, damages or 
accidents resulting from their performance of the Work.
Contractor and Subcontractors must agree to provide Material Safety Data Sheets 
for all substances that are delivered to the City of Scottsdale, that come under the 
Occupational Safety and Health Administration Toxic and Hazardous Substances 
- Hazard Communication Standard, 29 CFR 1910.1200 Hazard Communication 
(reference Occupational Safety and Health Standards, Subpart Z Toxic and 
Hazardous Substances - Hazardous Communication Standard).
All Contractors and all Subcontractors using chemicals on City of Scottsdale 
property shall use only the safest chemicals, with the least harmful ingredients. 
These chemicals shall be approved for use by a City of Scottsdale representative 
before bringing them on the property.
Contractor and all Subcontractors shall make every attempt to apply approved 
chemicals with highly volatile organic compounds, outside of working hours. 
Adequate ventilation will be used at all times during the application of these 
approved chemicals.
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In conjunction with the Occupational Safety and Health Standards, Subpart Z Toxic 
and Hazardous Substances - Hazard Communication Standard, 29 CFR 
1910.1200 Hazard Communication, Contractor and Subcontractors are informed 
of the presence of (or possible presence of) chemicals in the area where the Work 
requested will be performed. It is the responsibility of Contractor or all selected 
Subcontractors to contact the City of Scottsdale for specific information relative to 
the type of chemicals present and location of appropriate Material Safety Data 
Sheets.
Unless included in the Work, if Contractor encounters onsite material which he 
reasonably believes to contain asbestos, polychlorinated biphenyl (PCB), or other 
hazardous substances or materials regulated by Public Health Laws, it will 
immediately stop Work and report the condition to the City.
If the material is found to contain asbestos, PCB or other hazardous substances 
or materials regulated by Public Health Laws, Contractor will not resume Work in 
the affected area until the material has been abated or rendered harmless. 
Contractor and the City may agree, in writing, to continue Work in non-affected 
areas onsite. An extension of the Contract Time may be granted as provided in 
Article 5.
1.11. WARRANTY
A. 
Contractor warrants that any material or service supplied to the City shall fully 
conform to all requirements of this Contract and all representations of the 
Contractor, and shall be fit for all purposes and uses required by this Contract. The 
materials and services supplied under this Contract shall comply with all applicable 
federal, state and local laws, and the Contractor shall maintain all applicable 
licenses and permits.
B. 
The provisions of M.A.G., Section 108.8 will apply with the following additional 
requirements:
1. Should Contractor fail to begin repairs or corrective work within fourteen 
(14) calendar days after receipt of written notice from the City, the City may 
perform the necessary work and Contractor agrees to reimburse the City 
for the actual cost.
2. The warranty period on any part of the Work repaired or replaced will be 
extended for a period of one (1) year from the date of the repair or 
replacement.
3. This warranty will not apply to damage caused by normal wear and tear or 
by acts beyond Contractor’s control.
C. 
Contractor's warranty obligation excludes defects caused by abuse, alterations, or 
failure to maintain the Work by persons other than Contractor or anyone for whose 
acts Contractor may be liable.
D. Contractor's warranty obligation will be for one (1) year.
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E. Nothing in this warranty is intended to limit any manufacturer's warranty which 
provides the City with greater warranty rights than those found in this Article 1.11 
or the Contract Documents. Contractor will provide the City with all manufacturers’ 
warranties upon Substantial Completion of each Job Order.
1.12. CORRECTION OF DEFECTIVE WORK
A. Contractor agrees to correct any Work that is found to not be in conformance with 
the Contract Documents, including that part of the Work subject to Article 1.11 
above, within a period of one (1) year from the date of Substantial Completion of 
the Work or any portion of the Work, or within any longer period to the extent 
required by the Contract Documents, All removal/replacement work, as directed 
by the City to Contractor, in compliance with this Contract, MAG standards and 
City codes will have cost determinations by the City and be issued as a Job Order 
Adjustment to the Project. A Progress Payment, or partial or entire use or 
occupancy of the Project by the City will not constitute acceptance of Work not in 
accordance with the Contract Documents.
B.
C.
D.
During the Work, Contractor shall take meaningful steps to begin correction of any 
nonconforming Work as notified by the City. This includes the correction, removal 
or replacement of the nonconforming Work and any damage caused to other parts 
of the Work affected by the nonconforming Work. If Contractor fails to begin the 
necessary steps during the Work, the City, in addition to any other remedies 
provided under the Contract Documents, may provide Contractor with written 
notice that the City will commence correction of any nonconforming Work, at its 
discretion, through its employees, agents or other third parties.
Contractor shall take meaningful steps to begin correction of nonconforming Work 
subject to Article 1.11 above. These measures include but are not limited to timely 
correction of the Work. If Contractor fails to initiate necessary measures for this 
Work within seven (7) days Of receipt of written notice from the City, the City, in 
addition to any other remedies provided under the Contract Documents, may 
provide Contractor with written notice that the City will begin correction of the 
nonconforming Work, at its discretion, through its employees, agents or other third 
parties.
If the City does perform this corrective Work, Contractor will be responsible for all 
reasonable costs incurred by the City in performing the correction without 
increasing the Job Order Price.
Contractor shall immediately respond to any nonconforming Work that creates an 
erhergency.
The one (1) year period referenced in Article 1.11 above applies only to 
Contractor’s obligation to correct nonconforming Work and is not intended to 
constitute a period of limitations for any other rights or remedies the City may have 
regarding Contractor’s other obligations under the Contract Documents.
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Contract No. 2026-089-COS
1.13. SUBCONTRAGTOR AND MAJOR SUPPLIER SELECTIONS
A. 
Contractor shall select major Subcontractors and major Suppliers, subject to first 
obtaining the City’s approval. Major Subcontractors may be selected based on 
qualifications or a combination of qualifications and price. Subcontractors must 
not be selected based on price alone. Except as noted below, the selection of 
major Subcontractors/Suppliers is the responsibility of Contractor, but the City 
must approve in writing the selection of all Subcontractors. In any case, Contractor 
is solely responsible for the performance of the selected Subcontractors/Suppliers.
Contractor shall prepare a Subcontractor/Supplier selection plan and submit the 
plan to the City for approval or Contractor may use the City’s plan as described in 
Article 1.13(B). This Subcontractor selection plan will identify those Subcontractor 
trades anticipated to be selected by qualifications only as provided in Article 
1.13(B) and those Subcontractor trades anticipated to be selected by qualifications 
and competitive bid as provided in Article 1.13(C). This plan will also identify those 
Subcontractors that will not be selected through a formalized qualifications-based 
selection process. The Subcontractor selection plan must be consistent with the 
selection requirements included in this Contract.
B. 
Selection by qualifications only - The City may approve the selection of a 
Subcontractor(s) or Supplier(s) based only on their qualifications when Contractor 
can demonstrate it is in the best interest of the Project.
1. Contractor will apply the Subcontractor selection plan approved by the City 
in the evaluation of the qualifications of a Subcontractor(S) or Supplier(s) 
and provide the City with its review and recommendation. The selection 
plan will be Contractor's own selection plan approved by the City or the 
City’s selection plan as provided in this Article 1.13(B).
2. Contractor vyill negotiate costs for services/supplies from the 
Subcontractor(s)/Supplier(s) under the approved qualifications only 
method.
City Selection Plan:
3. Contractor may elect to comply with the following City procedures in its 
selection of Subcontractor(s) or Suppliers(s) based on qualifications only:
a. The Request for Qualifications (RFQ) will contain the best 
description of the services or material desired; and
b. A statement that only unpriced statements of qualifications will be 
considered; and
c. State the requirements for the project, such as drawings and 
descriptive literature; and
d. State the criteria for evaluating the qualifications; and
e. A closing date and time for receipt of a statement of qualifications
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Contract No. 2026-089-COS
and the location where the statements should be delivered or 
mailed; and
f. 
A statement that discussions may be held; and
g. A statement that only statements of qualifications determined to be 
acceptable will be considered for award.
4. The RFQ may be amended after the submission of the statements of 
qualifications. Any amendment will be distributed only to bidders who 
submitted statements of qualifications. Those bidders will be permitted to 
submit new unpriced statements of qualifications or to amend statements 
already submitted.
5. Statements of Qualifications will not be opened publicly but will be opened 
in the presence of Contractor. The contents of unpriced statements of 
qualifications will not be disclosed to unauthorized persons.
6. Statements of Qualifications will be evaluated solely in accordance with the 
criteria stated in the RFQ and will be determined to be either acceptable 
for further consideration or unacceptable, A determination that the 
statement is unacceptable shall be in writing, state the basis of the 
determination and be retained by Cpntractor. Contractor will notify the 
bidder of the determination and the bidder will not be given an opportunity 
to amend its statement of qualifications further.
7. Contractor may conduct discussions with any bidder who submits an 
acceptable or potentially acceptable statement of qualifications. During 
discussions, Contractor will not disclose any information derived from any 
other bidder’s statement of qualifications,
8. Contractor will negotiate costs for services/supplies from the 
Subcontractor(s)/Supplier(s) selected under this method,
C. Selection by qualifications and competitive bid - Contractor will apply the 
City’s Subcontractor selection plan stated above or Contractpr’s selectiPn plan, if 
previously approved by the City, in Contractor’s evaluation of the qualifications of 
Subcontractor(s)/Supplier(s) and will provide the City With the selected process to 
prequalify prospective SubcOntractors/Suppliers. Selection may not be based oh 
price alone. All Work by major Subcontractors and major Suppliers will then be 
competitively bid to the prequaiified Subcontractors unless a Subcontractor or 
Supplier was selected in accordance with Article 1 13(B) above. Contractor may 
elect to comply with the following procedures in step 2 of its competitive bid 
process.
1. Contractor will develop Subcontractor and Supplier interest, submit the 
names of a minimum of three (3) qualified Subcontractors or Suppliers for 
each trade in the Project and solicit bids for the various Work categories. If 
there are not three (3) qualified Subcontractors/Suppliers available for a 
specific trade or there are extenuating circumstances, Contractor may 
request approval by the City to submit less than three (3) names. Without
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Contract No. 2026-089-COS
first giving written notice to the City, no change in the recommended 
Subcontractors/Suppliers will be allowed.
2. If the City objects to any nominated Subcontractor/Supplier or to any self- 
performed Work for good reason, Contractor will nominate a substitute 
Subcontractor/Supplier that is acceptable to the City.
3. Contractor will distribute Drawings and Specifications, and when 
appropriate, conduct a pre-bid conference with prospective Subcontractors 
and Suppliers. Contractor will then review the price bids submitted by 
Subcontractors and Suppliers and make its selection based on the 
responsive and responsible bidder with the lowest price.
4. If Contractor desires to self-perform certain portions of the Work, it must 
request to be one of the approved Subcontractor bidders for those specific 
bid packages. Contractor’s bid will be evaluated in accordance with the 
process identified in the Invitation for Bids. If events warrant and the City 
concurs that in order to insure compliance with the Project Schedule or 
cost. Contractor may self-perform Work without bidding or re-bidding the 
Work.
D. 
If after receipt of Sub-bids or after award of Subcontractors and Suppliers, the City 
objects to any nominated Subcontractor/Supplier or to any self-performed Work 
for good reason. Contractor will nominate a substitute Subcontractor or Supplier, 
preferably if this option is still available, from those who submitted Subcontractor 
bids for the Work affected. Once the substitute Subcontractors and Suppliers are 
consented to by the City, Contractor’s proposed price for the Work or portion of the 
Work will be correspondingly adjusted to reflect any higher or lower costs from any 
substitution. Under no circumstances will the City’s objection or comment on any 
Subcontractor or Supplier relieve Contractor of its sole responsibility for control 
over the methods, means and processes by which the Work is accomplished. The 
City must approve in writing the selected Subcontractor Selection Plan before work 
commences on any Job Order.
E. 
Contractor shall incorporate by reference the terms and conditions of this Contract, 
in any subcontract or supplier contract hereunder.
ARTICLE 2 - CITY’S SERVICES AND RESPONSIBILITIES 
2.1 INFORMATION AND SERVICES
The City will furnish Contractor, at no cost to Contractor, the following information or
services for this Project;
1. One copy of data pertinent to the Work. However, Contractor will be 
responsible for searching the records and requesting information required 
for the Project.
2. All available data and information relative to policies, standards, criteria, 
studies, etc.
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Contract No, 2026-089-COS
3. Project funding and budget allocations and any changes affecting the 
funding or budget allocations.
4. For purpose of determining the Job Order Price, any Plans and 
Specifications.
5. For purpose of Project Record Drawing Prints, a CADD file of the 
Construction Documents in Microstation format compatible with City of 
Scottsdale CADD requirements.
2.2 
CITY’S REPRESENTATIVE
The City’s Representative will be responsible for providing City-supplied information and 
approvals in a timely manner to permit Contractor to fulfill its obligations under the Contract 
Documents.
2.3 
DESIGN PROFESSIONAL SERVICES
A. 
The City may contract separately with one or more Design Professionals to provide 
architectural or engineering design of the Project in accordance with the provisions 
of A.R.S. §34-603.
B. 
The City may contract with the Design Professional to provide some or all of the 
following services during the performance of the Work:
1. The Design Professional may provide administration of the Work. The City 
and Contractor will endeavor to communicate through the Design 
Professional. Communications by and with the Design Professional's 
consultants will be through the Design Professional.
2. The Design Professional may visit the Site at intervals appropriate to the 
stage of construction to become generally familiar with the progress and 
quality of the completed Work and to determine in general if the Work is 
being performed in accordance with the Contract Documents. The Design 
Professional Will keep the City informed of progress of the Work and will 
endeavor to guard the City against defects and deficiencies in the Work.
3. Upon Contractor's submittals, the Design Professional may review and 
approve or take other appropriate action on submittals as Shop Drawings, 
Product Data and Sarnples in accordance with Article 1.6.
4. All drawings produced for projects considered to be performed under 
Contractor are the property of the City and are owned in whole by the City 
for any and all future use and considerations.
2.4 
CITY’S SEPARATE CONTRACTORS
The City is responsible for all Work performed on the Project or at the Site by separate 
contractors under the City’s control. The City will contractually require its separate 
contractors to cooperate with and coordinate their activities so as not to interfere with 
Contractor in order to enable Contractor to timely complete the Work consistent with the
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Contract Documents. Contractor agrees to reasonably cooperate and coordinate its 
activities with those of the separate contractors so that the Project can be completed in 
an orderly and coordinated manner without unreasonable disruption.
2.5 FURNISHING OF SERVICES AND INFORMATION
A. The City will be responsible for the payment or waiver of the following:
1. City review and permit(s) fees for building, encroachment, and demolition 
permits including City, State and County.
2. City review fees for grading and drainage, water, sewer and landscaping.
3. Utility design fees or permanent services fees are paid by the City, but all 
submittals are the responsibility of Contractor.
4. Obtaining Nationwide 404 Permits.
5. City Development Fees.
B. Unless expressly stated to the contrary in the Contract Documents, the City will 
provide, at its own cost and expense, for Contractor’s information the following:
1. To the extent available, surveys describing the property, boundaries, 
topography and reference points for use during construction, including 
existing service and utility lines;
2. Temporary and permanent easements, zoning and other requirements and 
encumbrances affecting land use, necessary to permit the proper design 
and construction of the Project and enable Contractor to perform the Work;
3. A legal description and street or physical address of the Site;
4. To the extent available, as-built record or historical drawings of any existing 
structures at the Site;
5. To the extent available, environmental studies, reports and Impact 
statements describing the environmental conditions, including hazardous 
materials, in existence at the Site; and
6. To the extent available. Geotechnical studies describing subsurface 
conditions and other surveys describing other latent or concealed physical 
conditions at the Site.
7. The City will provide all City standards and guidelines, supplementary 
conditions and special provisions that will be included in the plans and 
specifications for the Project. These may include but are not limited to: 
disposal of surplus material, special security provisions, investigation of 
underground facilities, traffic controls and regulations, special quality 
control testing and termite treatment requirements.
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Contract No. 2026-089-COS
2.6 
PROJECT MANAGEMENT SERVICES
A. 
The City may contract separately with one or more Technical Consultants to 
provide project management assistance for the Project. The Technical 
Consultant’s contract as well as contracts with other firms hired by the City will be 
furnished to Contractor. Contractor will not have any right, however, to limit or 
restrict any Project modifications that are mutually acceptable to the City and 
Technical Consultant.
B. 
The Technical Consultant services \Will augment the City staffing resources to 
effectively manage the objectives of the City and the Project with the goal of 
managing the key Project communication, cost and time parameters.
C. 
The Technical Consultant may provide pre-programming and design standards.
D. 
The City may contract with the Technical Consultant to provide any or all of the 
services Or functions of the City’s project manager during the performance of the 
construction.
2.7 
PERMIT REVIEW AND INSPECTIONS
For clarification, permitting activities are handled by the City of Scottsdale 
Developmental Services, Fire and Planning Departments. Obtaining any perrnits and 
submittals are the responsibility of the City.
2.8 
UTILITY COMPANY COORDINATION
Contractor will be responsible for coordinating utility design work for permanent service 
to the Project and will ensure that the work takes place in a timely manner and does not 
impact the Project schedule. Any utility design fees for permanent services to a Job 
Order will be paid by the City in accordance with Article 2.6.
ARTICLE 3 - CONTRACT TIME AND JOB ORDER TIME
3.1 CONTRACT TIME
A. The initial term of this Contract will be for two (2) years and will commence on the 
Effective Date, with the option to extend for three (3) additional years in one (1) 
year increments.
1. The option to extend may be exercised based on Contractor’s successful 
performance and the needs of the City.
2. A contract modification will be processed for each extension and will 
commence on or about the anniversary date of the Contract. Each extension 
must be authorized by the Contract Administrator and Purchasing Director for 
the City and need not return to the City’s Council for approval.
. B. The Contract will remain in full force and effect during the performance of any Job 
Order.
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Contract No. 2026-089-COS
3.2 
JOB ORDER TIME
A. 
Job Orders may be issued at any time during the term of this Contract.
B. 
Each individual Job Order will include a Job Order NotIce-to-Proceed date, 
Duration of the Work as determined in accordance with this Article 3.2 and a 
calculated Substantial Completion date.
C. 
Contractor agrees that it will commence performance of the Work and achieve the 
approved Job Order Time.
D. 
Job Order Time may be subject to adjustment in accordance with Article 5.
3.3 
SUBSTANTIAL COMPLETION
A. 
Substantial Completion of each Job Order is when all construction has been 
completed with the exception of final inspection punch list work and further defined 
in Article 12. The purpose of granting or acknowledging Substantial Completion is 
to stop Job Order Time.
B. 
Before notifying the City in accordance with Article 3.3(C). Contractor will inspect 
the Work and prepare and submit to the City a comprehensive list of items to be 
completed or corrected. Contractor will proceed promptly to complete and correct 
items on the list. Failure to include an item on the list does not alter the 
responsibility of Contractor to complete all Work in accordance with the Contract 
Documents.
C. 
Contractor will notify the City when it believes a Job Order, or to the extent 
permitted in the Contract Documents, a portion of the Job Order, is substantially 
complete,
D. 
Within five (5) days of the City’s receipt of Contractor’s notice in accordance with 
Article 3.3(C), the City and Contractor will jointly inspect the Work to confirm 
Substantial Completion.
E. 
Once Substantial Completion of the Work is confirmed in accordance with Article 
3.3(D), the City will prepare and issue a Certificate of Substantial Completion that 
will state:
1. The date of Substantial Completion of the Work or portion of the Work;
2. The remaining items of Work that have to be completed within thirty (30) 
calendar days before Final Acceptance;
3. Provisions (to the extent not already provided in the Contract Documents) 
establishing the City’s and Contractor’s responsibility for the Project’s 
security, maintenance, utilities and insurance pending Final Acceptance.
F. 
The City, at its option, may use a portion of the Work which has been determined 
to be substantially complete provided, however, that:
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Contract No. 2026-089-COS
1. Certificate of Substantial Completion has been issued for the portion of 
Work addressing the items in Article 3.3(E)(2).
2. Contractor and the City have obtained the consent of their sureties and 
insurers, and to the extent applicable, the appropriate government 
authorities having jurisdiction over the Project, and
3. The City and Contractor agree that the City’s use or occupancy will not 
interfere with Contractor’s completion of the remaining Work required under 
Article 3.3(E).
3.4 
PUNCH LIST PREPARATION
A minimum of seven (7) days before Substantial Completion, Contractor, in conjunction 
with the City, will prepare a comprehensive list of Punch List items, which the City may 
edit and supplement. Contractor will proceed promptly to complete and correct the 
Punch List items. Failure to include an item on the Punch List does not alter the 
responsibility of Contractor to complete all Work in accordance with the Contract 
Documents, Warranties required by the Contract Documents will not commence until 
the date of Final Acceptance, unless otherwise provided in the Contract Documents. 
Seven (7) days before the City issues its Final Acceptance Letter, Contractor will deliver 
to the City all Operation and Maintenance Manuals necessary for the City to assume 
responsibility for the operation and maintenance of that portion of the Work.
3.5 
FINAL ACCEPTANCE
Upon receipt of written notice that the Work or identified portions of the Work Is ready for 
final inspection and acceptance, the City and Contractor will jointly inspect to verify that 
the remaining items of Work have been completed as required under Article 3.3(E). 
Upon verification that the items have been satisfactorily completed, the City will issue a 
Final Acceptance Letter.
3.6 
LIQUIDATED DAMAGES
A. 
Contractor understands that if Substantial Completion is not attained within the Job 
Order Time, as may be adjusted for each Job Order, the City will suffer damages, 
based on the anticipated loss caused by the breach and the difficulty in determining 
and accurately specifying the damages. Contractor agrees that if Substantial 
Completion is not attained within the Job Order Time as adjusted. Contractor will 
pay the City the amount prescribed in Article 3.6(B) below as liquidated damages 
for each Day that Substantial Completion extends beyond the date determined by 
the Job Order Time as adjusted.
B. 
The following will be the liquidated damages for each Job Order unless a specific 
amount has been determined for each individual Job Order.
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LIQUIDATED DAMAGES
Original Job Order Amount
From more than To and including Calendar Day or Fixed Date
Daily Charges
$00
25,001
$25,000
50,001
50,000
$200
100,001
100,000
250
500,001
500,000
280
750,001
750,000
430
500
1,000,001
1,250,001
1,000,000
1,250,000
570
1,500,000
610
650
ARTICLE 4- CONTRACT PRICE AND JOB ORDER PRICE 
4.1 CONTRACT PRICE
The fee for individual projects performed under this contract w/ill be negotiated on a 
project-by-project basis as Job Orders. The amount paid to the Contractor under this 
contract for all Job Orders shall not exceed Six Million Dollars ($6,000,000) for the initial 
two (2) year term and Three Million Dollars ($3,000,000) for any successive one (1) year 
contract extension. The Contractor agrees at its own cost and expense, to do all the 
Work as specified in the Contract Documents and any Work contingent to the Contract 
and necessary for the construction of the improvements. The Contractor will completely 
construct the Work and install the materials, free and clear of all claims, liens, and 
charges of any kind, in the manner and under the conditions specified within the time or 
times stated in each Job Order.
A. 
In no event will any individual Job Order Price exceed Two Million Five Hundred 
Thousand Dollars ($2,500,000). If the City opts to extend this Contract in 
accordance with Article 3.1(A), the Contract Modification may increase the 
maximum amount, if necessary, at that time.
B. 
The Job Order Price is subject to Adjustments made in accordance with Article 5.
C. 
Unless othenwise provided in the Contract Documents, the Job Order Price is 
considered to include all sales, use, consumer and other taxes throughout the term 
of this Contract, whether or not yet effective or merely scheduled to go into effect.
D. 
Contractor must secure and maintain, during the life of the Contract, State of 
Arizona and City of Scottsdale Transaction Privilege (sales) Tax Licenses.
To obtain a State of Arizona Privilege (Sales) Tax License Application, please go 
to the following website:
https://azdor.qov/transaction-privileqe-taxytpt-license/aDPlvinQ-tpt-license
To obtain a City of Scottsdale Transaction (Sales) Tax License Application, please 
go to the following website:
https://www.scottsdaleaz.qov/taxes/resources
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Contract No. 2026-089-COS
Contractor must demonstrate compliance with the E-Verify Program as provided 
in Article 11.33 and as required by A.R.S. §41-1080, as amended, before issuance 
of any License by the City.
4.2 RESPONSIBILITY FOR PRIVILEGE (SALES) TAXES
A. Contractor is responsible for payment of all applicable State of Arizona and City of 
Scottsdale transaction privilege (sales) taxes due on construction income whether 
or not these taxes are specifically separated in the bid amount. The taxes are to 
be reported on either a progressive billing (accrual) basis or cash receipts basis, 
depending on the method chosen at the time application was made for the 
Privilege (sales) Tax License.
City Privilege (sales) tax exemptions/deductions may be applicable to certain 
projects. Contractor is advised to consider this as it prepares its bid. Please 
review, in detail. Sections 415, 465, and 110 of the Scottsdale Revised City Code, 
Appendix C to determine if exemptions/ deductions are applicable. For tax 
guidance, please reference the City Code and other tax resources at the following 
website:
http://www.scottsdaleaz.QOv/taxes/
The State of Arizona has similar exemptions; please reference A.R.S. Title 42 at 
the following website:
http://www.azleq.state.az.us/ArizonaRevisedStatutes.asp?Title=42
For further questions regarding tax treatment, please contact the Arizona 
Department of Revenue at 602-255-2060 and the City of Scottsdale Tax & Audit 
Section at 480-312-2768.
ARTICLE 5 - CHANGES TO THE CONTRACT PRICE AND TIME 
5.1 DELAYS TO THE WORK
A. 
Delays may be compensable, concurrent, excusable or non-excusable as defined 
in Article 12.
B. 
If Contractor is delayed in the performance of the Work due to acts, omissions, 
conditions, events, or circumstances beyond its control and due to no fault of its 
own or those for whom Contractor is responsible, the Job Order Time for 
performance may be reasonably extended by Job Order Adjustment.
C. 
Contractor must request a Job Order Adjustment by written notice, including an 
estimate of the probable effect of delay on progress of the Work. In the case of a 
continuing delay, only one request is necessary.
D. 
Written notice will be received within fourteen (14) days of the commencement of 
the cause of the delay. If written notice is received more than fourteen (14) days 
after commencement of the cause of the delay, the period of delay will be 
considered to commence fourteen (14) days before the giving of any notice.
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Contract No. 2026-089-COS
E. 
if adverse weather conditions are the basis for a Job Order Adjustment request, 
the requests shall be documented by data substantiating that weather conditions 
were abnormal for the period of time and could not have been reasonably 
anticipated, and that weather conditions had an adverse effect on the scheduled 
construction.
F. 
Permitting Contractor to proceed to complete any Work, or any part of the Work, 
after the date to which the time of completion may have been extended, will in no 
way act as a waiver on the part of the City of any of its legal rights.
G. 
In the event Contractor incurs expenses related to a delay for which the City is 
responsible pursuant to A.R.S. §34-609(E), as amended. Contractor and the City 
will negotiate an equitable adjustment to the Job Order Price and/or Job Order 
Time. This provision does not void any other section of this Contract that requires 
notice of delays, provides for arbitration or other procedures for settlement or 
provides for liquidated damages.
H. 
In addition to Contractor's right to request a time extension for those events stated 
in this Article 5.1, Contractor may also be entitled to an appropriate adjustment of 
the Job Order Price provided, however, that the Job Order Price will not be 
adjusted for delays caused by reason of force majeure as defined in this Contract,
5.2 DIFFERING SITE CONDITIONS
5.2.1. If Contractor encounters a Differing Site Condition(s), Contractor may be entitled 
to an adjustment in the Job Order Price or Job Order Time(s) to the extent 
Contractor’s cost or time of performance are the direct result of a Differing Site 
Condition(s).
5.2.2. Upon encountering a Differing Site Condition, Contractor shall provide prompt 
written notice to the City of the condition, which notice will not be later than seven 
(7) days after the condition has been encountered. Final costs must be 
submitted within thirty (30) days after notice is received by the City, unless 
extended by written agreement of the parties. Contractor must give the City’s 
Contract Administrator written notice of and an opportunity to obsen/e such 
condition before disturbing or altering the Differing Site conditions. The failure 
of Contractor to give written notice and make the Claim as required by this Article 
and Article 7.1.5 shall constitute a waiver by Contractor of any rights arising out 
of or relating to such Differing Site Conditions.
5.2.3. In order for Contractor to obtain any additional compensation or time extensions 
for Differing Site Conditions, Contractor must demonstrate that it encountered a 
material difference at the Site, as defined in Article 12, that required it to expend 
additional cost or time. Contractor will also establish that it actually and 
reasonably relied upon the representations found in the Contract Documents 
concerning the Site conditions.
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5.3 APPLICATION FOR EXTENSION OF TIME
5.3.1 If performance by Contractor is delayed for a reason set forth in Article 5, 
Contractor may be allowed a reasonable extension of time in conformance with 
this Article. Before Contractor’s time extension request may be considered, 
Contractor shall notify the City of the condition which allegedly has caused or is 
causing the delay, and shall submit a written application to the City identifying;
Liquidated damage assessment rate, as specified in the Contract:
Original Job Order Price;
Original Job Order Time;
Any previous Job Order Adjustments granted (number and duration): and 
The extension of time requested.
1.
2.
3.
4.
5.
5.3.2 In addition, the application for extension of time shall set forth in detail;
5.4
1. 
The nature of each alleged cause of delay in completing the Work;
2. 
The date upon which each such cause of delay began and ended and the 
number of dates attributable to each such cause;
3. 
A statement that Contractor waives all claims except for those delineated 
in the application, and the particulars of any claims which Contractor does 
not agree to waive. For time extensions for Substantial Completion and 
final completion payments, the application shall include a detailed 
statement of the dollar amounts of each claim item reserved; and
4. 
A statement indicating Contractor's understanding that the time extension 
is granted only for purposes of permitting continuation of Contract 
performance and payment for Work performed and that the City retains its 
right to conduct an investigation and assess liquidated damages as 
appropriate in the future.
ERRORS, DISCREPANCIES AND OMISSIONS
A. 
If Contractor observes errors, discrepancies or omissions in the Contract 
Documents, it will promptly notify the City and request clarification. Contractor will 
provide a copy of this notice to the City’s Representative.
B. 
If Contractor proceeds with the Work affected by the errors, discrepancies or 
omissions, without receiving any clarifications, it does so at its own risk. Adjustments 
involving these circumstances made by Contractor before clarification by the Design 
Professional will be at Contractor's risk.
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Contract No. 2026-089-COS
6.6 CITY REQUESTED CHANGE IN WORK
A. 
The City reserves the right to make, at any time during the progress of the Work, 
any alterations as may be found necessary or desirable.
B. 
These alterations and changes will not invalidate this Contract nor release the 
surety and Contractor agrees to perform the Work as altered, the same as If it had 
been a part of the original Job Order. Contractor will notify the surety of the 
changes and will assure that the alterations and changes are adequately covered 
by the surety bond.
C. 
The City will request a proposal for a change in Work from Contractor, and an 
Adjustment to the Job Order Price or Job Order Time will be made based on a 
mutual agreed upon cost and time.
6.6 
LEGAL REQUIREMENTS
The Job Order Price or Job Order Time will be adjusted to compensate Contractor for
the effects of any changes in the Legal Requirements enacted after the date of the
Contract affecting the performance of the Work.
6.7 
JOB ORDER ADJUSTMENTS
A. 
In accordance with the City of Scottsdale Procurement Code, and related Rules 
and Procedures, the City and Contractor will negotiate in good faith and as 
expeditiously as possible the appropriate Job Order Adjustment(s). Upon reaching 
an agreement, the parties will prepare and execute an appropriate Adjustment 
reflecting the terms of their agreement. The change in Work may or may not 
include an Adjustment in the Job Order Price or Job Order Time.
B. 
All changes in Work authorized by Job Order Adjustments will be performed under 
the conditions of the Contract Documents. The decision to make an Adjustment 
to the Job Order rests solely with the City and any decision to make a Job Order 
Adjustment must be promptly complied with by Contractor, subject to the 
provisions of Article 5.8.
C. 
The execution of a Job Order Adjustment by Contractor shall constitute conclusive 
evidence of Contractor’s agreement to the ordered changes in the Work, the Job 
Order Price, and the Job Order Time by Contractor. Contractor, by executing the 
Job Order Adjustment, waives and forever releases any claim against the City for 
any additional time or compensation for matters relating to, arising out of, or 
resulting from the Work included within or affected by the executed Job Order 
Adjustment of which Contractor knew or should have known.
6.8 UNILATERAL DETERMINATION OF JOB ORDER VALUE
If no mutual agreement occurs between the City and Contractor, the change in Job Order 
Price, if any, shall be derived by determining the reasonable actual costs incurred or 
savings achieved, resulting from revisions to the Work. Such reasonable actual costs 
or savings shall include a component for direct job site overhead and profit but shall not 
include home-office overhead or other indirect costs and components. The calculation
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Contract No. 2026-089-COS
of actual costs shall conform to the markup schedule in Article 5.12 below. Any such 
costs or savings shaii be documented in the format and with such content and detaii as 
the City requires. Contractor shaii promptly submit such documentation and other 
backup as the City may require in evaluating the actuai costs incurred.
5.9 
ADDITIONAL JOB ORDER COST REQUIREMENTS
Contractor’s or Subcontractor's submittals shall include the cost of materials, sales tax, 
and the cost of all transport. The cost of items listed shall be directly related to the Job 
Order Adjustment. Indirect costs not specifically related to the Job Order Adjustment 
shall not be considered. Contractor’s or Subcontractor’s Direct Labor Costs shall be 
limited to the hourly rate of directly involved workmen, employer contributions toward 
Contractor standard benefits, pensions, unemployment or social security (if any), and 
employer costs for paid sick and annual leave. Contractor’s or Subcontractor’s 
Overhead shall include license fees, bond premiums, supervision, vvages of timekeepers 
and clerks, incidentals, home and field office expense, and vehicle expense directly 
related to the Project, and all other direct Project expenses not included in Contractor's 
material, direct labor, and equipment costs.
5.9.1 
The allowance for overhead and profit shall be limited to the following schedule:
1. 
For Contractor, for any work performed by Contractor’s own forces, fifteen 
(15%) percent of the Subtotal of Costs to Contractor.
2. 
For Contractor, for any work performed by its Subcontractor, six (6%) 
percent of the amount due to the Subcontractor.
3. 
For each Subcontractor or Sub-subcontractor involved, for any work 
performed by their own forces, fifteen (15%) of their materials and direct 
labor costs.
4. 
For each Subcontractor, for work perforrried by its Sub-Subcontractor(s), 
six (6%) percent of the amount due to the Sub-subcontractor.
5.10 LIMITATION OF COMPENSABLE ITEMS
5.10.1 For Job Order Adjustment, the total cost or credit to the City shall be based on 
the following schedule;
1. Contractor’s Materials Costs.
2. Contractor’s Direct Labor Costs.
3. Contractor’s Equipment Costs (includes owned/rented equipment).
4. Applicable Subcontractor Costs.
5. Subtotal of Costs to Contractor.
6. Contractor’s Overhead and Profit.
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Contract No. 2026-089-COS
7, Total Cost or Credit to the City.
5.11 FIELD ORDERS
A. 
The City has authority to initiate Field Orders that do not materially and adversely 
affect the Work, including the design, quality, performance and \Arorkmanship 
required by the Contract Documents. Field Orders will be made by written order 
and will be binding on the City and Contractor. Contractor will carry out any written 
Field Orders promptly.
B. 
Field Orders will not involve an adjustment in the Job Order Price or Job Order 
Times unless or until it becomes a Job Order Adjustment.
C. 
Contractor may make minor changes in the Work, provided, however that 
Contractor will promptly inform the City, in writing, of any changes and record the 
changes, if appropriate, on the Project Record Documents maintained by 
Contractor.
5.12 JOB ORDER PRICE ADJUSTMENTS
A. 
The increase or decrease in Job Order Price resulting from a change in the Work 
will be determined by one or more of the following methods;
1. Unit prices stated in the Contract or as subsequently agreed to between 
the parties;
2. A mutually agreed upon accepted, lump sum, properly itemized and 
supported by sufficient substantiating data to permit evaluation by the City; 
and
3. Costs, fees and any other markups,
B. 
If an increase or decrease cannot be agreed to as stated in Article 5.7(A). the cost 
of the change of the Work will be determined by the reasonable expense and 
savings in the performance of the Work resulting from the change, including a 
reasonable overhead and profit, as may be stated in the Contract Documents. 
Contractor will maintain a documented, itemized accounting, evidencing the 
expenses and savings associated with these changes.
C. 
If Unit Prices are slated in the Contract Documents, or are later agreed to by the 
parties, but application of the Unit Prices will cause substantial inequity to the City 
or Contractor because of differences in the character or quantity of the unit items 
as originally contemplated, the Unit Prices will be equitably adjusted.
D. 
If the City and Contractor disagree upon whether Contractor is entitled to be paid 
for any services required by the City, the amount to be paid, other disagreements 
over the Scope of Work, proposed changes to the Work, or the time required to 
complete the Work, the City and Contractor will resolve the disagreements in 
accordance with Article 7,
1. As part of the negotiation process. Contractor will furnish the City with a
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Contract No. 2026-089-COS
good faith estimate of the costs to perform the disputed services, or the 
additional time required in accordance with the City's interpretations.
2. If the parties are unable to agree and the City expects Contractor to perform 
the services in accordance with the City's interpretations, Contractor will 
proceed to perform the disputed services, conditioned upon the City issuing 
a written order to Contractor:
(a) directing Contractor to proceed; and
(b) specifying the City's interpretation of the services that are to be 
performed.
E. Emergencies. In any emergency affecting the safety of persons or property. 
Contractor will act, at its discretion, to prevent threatened damage, injury or loss. 
Any change in the Job Order Price or Job Order Time(s) resulting from emergency 
work will be determined as provided in this Article 5.
ARTICLE 6- PROCEDURE FOR PAYMENT 
6.1 JOB ORDER PAYMENT REQUEST
A.
B.
C.
At the pre-construction conference prescribed in Article 1.3, Contractor will submit 
for the City's review and approval a Schedule of Values. The Schedule of Values 
will include values for all items comprising the Job Order Price and will serve as 
the basis for monthly progress payments made to Contractor throughout the Work.
At least five (5) working days before the date established for a progress payment, 
Contractor will meet with the City’s Representative to review the progress of the 
Work, as it will be reflected on the Contractor Payment Request.
The Contractor Payment Request will constitute Contractor’s representation that 
the Work has been performed consistent with the Job Order including any 
Adjustment{s), has progressed to the point indicated in the Contractor Payment 
Request, and that title to all Work will pass to City free and clear of all claims, liens, 
encumbrances, and security interests upon the incorporation of the Work into the 
Project.
6.2 PARTIAL PAYMENTS
A. 
Partial progress payment will be made for Job Orders with Job Order Time greater 
than 30 Days and may be made if the Job Order Time is less than 30 Days.
B. 
The Contractor Payment Request may request payment for equipment and 
materials not yet incorporated into the Project if construction progress is in 
reasonable conformance with the approved schedule.
G. For equipment and materials suitably stored at the Site, the equipment and 
materials will be protected by suitable insurance and the City will receive the 
equipment and materials free and clear of all liens and encumbrances.
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Contract No. 2026-089-COS
1. For tnaterials and equipment stored off the Site, the City must approve the 
storage. The material and equipment must be stored within Maricopa 
County and be accessible for the City’s inspection. Title to the materials 
and equipment will include applicable insurance, bonding, storage and 
transportation to the Site..
2. The City will be named as an Additional Insured on all insurance and bonds 
required for all stored materials or equipment
6.3 
PAYMENT OF JOB ORDER PRICE
A. 
Payments should be provided on the City format for a Pay Application which is 
based on the agreed upon Schedule of Values. Payment will be made no later 
than fourteen (14) days after the Contractor Payment Request is certified and 
approved, but in each case less the total of payments previously made-
B. 
The Contractor Payment Request shall be deemed approved and certified for 
payment seven (7) days after the date of submission to the City by Contractor 
unless before that time the City prepares and issues a specific written finding 
setting forth those items in detail in the Contractor Payrtient Request that are not 
approved for payment under the Contract. The finding will indicate the specific 
amounts the City intends to withhold, the reasons and contractual basis for the 
withholding, and the specific measures Contractor must take to rectify the City’s 
concerns. The City may withhold an amount from the progress payment sufficient 
to pay the expenses the City reasonably expects to incur in correcting the 
deficiency set forth in the written finding. Contractor and the City will attempt to 
resolve the City’s concerns. If the parties cannot resolve the concerns. Contractor 
may pursue its rights under the Contract Documents, including those under Article 
7.
6.4 
RETENTION ON JOB ORDER PAYMENTS
In compliance with A.R.S. §34-609, as amended, there is no retention for job-order-
contracting construction services contracts.
6.5 
FINAL PAYMENT
A. 
After receipt of a final Contractor Payment Request, the City will make final 
payment as required by this Article 6.5, provided that Contractor has completed all 
of the Work in conformance with the Job Order and Contract Documents and a 
Final Acceptance Letter has been issued by the City.
B. 
At the time of submission of its final Contractor Payment Request, Contractor will 
provide the following information;
1. An affidavit that there are no claims, obligations or liens outstanding or 
unsatisfied for labor, services, material, equiprfient, taxes or other items 
performed, furnished or incurred for or in connection with the Work which 
will in any way affect the City's interests; and
2. A general release executed by Contractor waiving, upon receipt of final
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Contract No. 2026-089-COS
payment by Contractor, all claims, except those claims previously made in 
writing to the City and remaining unsettied at the time of finai payment.
6.6 
PAYMENTS TO SUBCONTRACTORS OR SUPPLIERS
A. 
Contractor wiii pay its Subcontractors or suppliers within seven (7) calendar days 
of receipt of each progress payment from the City. Contractor wiii pay for the 
amount of Work performed or materials supplied by each Subcontractor or supplier 
as accepted and approved by the City with each progress payment. No Contract 
between Contractor and its Subcontractors and suppiiers may materially alter the 
rights of any Subcontractor or supplier to receive prompt payment as provided in 
this Contract.
B. 
If Contractor fails to make payments in accordance with these provisions, the City 
may take any one or more of the following actions and Contractor agrees that the 
City may take these actions:
1. To hold Contractor in default under this Contract;
2. Withhold future payments until proper payment has been made to 
Subcontractors or suppliers in accordance with these provisions;
3. Reject all future offers to perform work for the City for a period not to exceed 
one (1) year from the Substantial Completion date of the Job Order at issue; 
or
4. Terminate this Contract for cause.
C. 
Should the City fail or delay in exercising or enforcing any right, power, privilege, 
or remedy under this Article, the failure or delay will not be considered a waiver, 
release, or modification of the requirements of this Article or of any of the terms or 
provisions of this Contract.
D. 
Contractor will include these prompt payment provisions in every subcontract, 
including procurement of materials and leases of equipment for this Contract.
6.7 
AUDIT AND INSPECTION
A. Records of Contractor’s direct personnel payroll, reimbursable expenses related 
to each Job Order and records of accounts between the City and Contractor will 
be kept on a generally recognized accounting basis and will be available for three 
(3) years after completion of the Project.
From the effective date of this Contract and until three (3) years after the date of 
final payment by the City of Scottsdale to Contractor, the City, its authorized 
representative, or the appropriate federal or state agencies, reserve the right to 
audit Contractor’s records to verify the accuracy and appropriateness of all pricing 
data, including data used to negotiate the Contract Documents. The City of 
Scottsdale or its authorized representative will have access, during normal working 
hours, to all necessary Contractor and Subcontractor facilities, and will be provided 
adequate and appropriate workspace, in order to conduct audits in compliance
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Contract No. 2026-089-COS
with the provisions of this Article, The City of Scottsdale will give Contractor or 
Subcontractor reasonable advance notice of intended audits.
B. 
The City reserves the right to decrease Job Order Price or payments made on this 
Contract if, upon audit of Contractor's records, the audit discloses Contractor has 
provided false, misleading, or inaccurate cost and pricing data.
C. 
Contractor will include a sirnilar provision in all of its contracts with Suppliers, 
Subconsultants and Subcontractors providing services under the Contract 
Documents to ensure the City, its authorized representative, or the appropriate 
federal or state agency, has access to the Supplier, Subconsultant and 
Subcontractor records to verify the accuracy of cost and pricing data.
D. 
The City reserves the right to decrease Job Order Price or payments made on this 
Contract if the above provision is not included in Supplier, Subconsultant and 
Subcontractor contracts, and one or more Suppliers, Subconsultants or 
Subcontractors do not allow the City to audit their records to verify the accuracy 
and appropriateness of pricing data.
E. 
If an audit in accordance with this Article, discloses overcharges of any nature by 
Contractor to the City in excess of 1% of the total contract billings, the actual cost 
of the City's audit wiil be reimbursed to the City by Contractor. Any adjustments 
or payments which must be made as a result of any audit or inspection of 
Contractor's invoices or records will be made within a reasonable amount of time 
(not to exceed 90 days) from presentation of the City’s findings.
F. 
This audit provision includes the right to inspect personnel records as required by 
Section 11.33.
G. 
City may, at reasonable times, inspect the place of business of Contractor or its 
Subcontractor(s) that is related to the performance of this Contract.
ARTICLE 7- CLAIMS AND DISPUTES 
7.1 REQUESTS FOR CONTRACT ADJUSTMENTS AND RELIEF
7.1.1 
If either Contractor or the City believes that it is entitled to relief against the other 
for any event arising out of or related to the Work, that party will provide written 
notice to the other party of the basis for its claim for relief. The claims shall set 
forth in detail all known facts and circumstances supporting the claim; final costs 
associated with any claim upon which notice has been given must be submitted in 
writing to the City within thirty (30) days after notice has been received.
7.1.2 This notice will, if possible, be made before incurring any cost or expense and in 
accordance with any specific notice requirements contained in applicable articles 
of the Contract.
7.1.3 
In the absence of any specific notice requirement, written notice will be given within 
a reasonable time, not to exceed ten (10) days, after the occurrence giving rise to 
the claim for relief or after the claiming party reasonably should have recognized 
the event or condition giving rise to the request, whichever is later.
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Contract No. 2026-089-COS
7.1.4 
This notice will include sufficient information to advise the other party of the 
circumstances giving rise to the claim for relief, the specific contractual adjustment 
or relief requested and the basis of the request. ANY NOTICE OF CLAIM NOT 
FILED WITH THE CITY WITHIN SUCH TIME AND IN COMPLIANCE WITH THE 
PRECEEDING PROVISIONS SHALL BE CONSIDERED TO HAVE BEEN 
WAIVED AND SHALL BE DISMISSED.
7.1.5 
In the event Contractor seeks to make a claim for an increase in the Job Order 
Price, as a condition precedent to any liability of the City therefore, unless 
emergency conditions exist, Contractor shall strictly comply with the requirements 
of this section and such claim shall be made by Contractor before proceeding to 
execute any Work for which a claim is made. Failure to comply with this condition 
precedent shall constitute a waiver by Contractor of any claims for compensation.
7.1.6 
Contractor must continue its performance under this Contract regardless of the 
existence of any claims by Contractor.
7.1.7 
In a claim by Contractor against the City for compensation in excess of the Job 
Order Price, any liability of the City to Contractor shall be strictly limited and 
computed in accordance with the Contract Documents and shall in no event 
include indirect costs, such as home office overheads or consequential damages 
of Contractor or any estimated costs or damages.
7.2 DISPUTE AVOIDANCE AND RESOLUTION
7.2.1 
The parties are fully committed to working with each other throughout the Project 
and agree to communicate regularly with each other at all times so as to avoid or 
minimize disputes or disagreements. If disputes or disagreements do arise, the 
Contractor and the City each commit to resolving the disputes or disagreements in 
an amicable, professional and expeditious manner so as to avoid unnecessary 
losses, delays and disruptions to the Work,
7.2.2 
The Contractor and the City will first attempt to resolve disputes or disagreements 
at the field level through discussions between the Contractor’s Representalive(s) 
and the City’s Representative(s) as described in Article 7.4.
7.2.3 
If a dispute or disagreement cannot be resolved pursuant to Article 7.2.2, upon the 
request of either party, the parties’ Representatives as described in Article 7.4 wilt 
meet as soon as conveniently possible, but in no case later than thirty (30) days 
after the request is made, to attempt to resolve the dispute or disagreement. 
Before any meetings between the parties Representatives, the parties will 
exchange relevant information that will assist the parties in resolving their dispute 
or disagreement,
7.2.4 
In the event Contractor incurs expenses related to a delay for which the City is 
responsible pursuant to A.R.S. §34 609(E), as amended. Contractor and the City 
will negotiate an equitable adjustment to the Job Order Price and/or Job Order 
Time. This provision does not void any other section of this Contract that
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requires notice of delays, provides for arbitration or other procedures for 
settlement or provides for liquidated damages.
7.3 
DUTY TO CONTINUE PERFORMANCE
Unless provided to the contrary in the Contract Documents, Contractor will continue to 
perform the Work and the City will continue to satisfy its payment obligations to 
Contractor, until final resolution of any dispute or disagreement between Contractor and 
the City.
7.4 
REPRESENTATIVES OF THE PARTIES
A. 
City’s Representatives
1. The City designates the individual listed below as the City’s Senior 
Representative. This individual has the authority and responsibility for 
avoiding and resolving disputes under Article 7.2.3:
City of Scottsdale
Attn: Alison Tymkiw
7447 E. Indian School Road, Suite 205
Scottsdale, AZ 85251
480-312-7250
2. The City will designate an individual for each Job Order as the City’s 
Representative. This person will manage the Job Order.
3. The City’s Contract Administrator shall be Melanie Gibson, or designee.
B. 
Contractor’s Representatives
1. Contractor designates the individual listed below as Contractor’s Senior 
Representative. This individual has the authority and responsibility for 
avoiding and resolving disputes under Article 7.2.3:
McCarthy Building Companies, Inc.
Attn: Matt Lyons
6225 North 24th Street, Suite 125 
Phoenix, AZ 85016 
602-819-4375
2. Contractor will designate an individual for each Job Order as Contractor’s 
Representative.
ARTICLE 8 - SUSPENSION, TERMINATION AND CANCELLATION
8.1 CITY'S RIGHT TO STOP JOB ORDER SERVICES
A. The City may, at its discretion and without cause, order Contractor in writing to 
stop and suspend any Job Order. Immediately after receiving this notice,
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Contractor will discontinue advancing the Job Order; The suspension will not 
exceed one hundred eighty (180) consecutive days. If the City suspends the Job 
Order for one hundred eighty-one (181) consecutive days or more, the suspension 
will be considered a termination for convenience.
B. 
Contractor may seek an adjustment of the JOb Order Price or Job Order Tiniie if its
cost or time to perform the Contract Services has been adversely impacted by any 
suspension or stoppage of the Work by the City.
8.2 TERMINATION FOR CONVENIENCE
A. 
The City reserves the right to terminate this Contract, in whole or in part, or 
abandon any portion of any Job Order for which services have not been performed 
by Contractor, at its sole convenience and discretion, upon written notice given 
pursuant to this Contract.
1. Contractor will estimate the value Of the Work it has completed and submit 
its appraisal to the City for evaluation. The City will have the right to inspect 
the Work, to appraise the Work completed.
contractor shall be entitled to receive just and equitable compensation for 
the percentage of Work actually completed and materials accepted before 
the effective date of the termination. This compensation will be an amount 
mutually agreed upon by Contractor and the City based on the Job Order 
and Scope of Work. If there is no mutual agreement, the final determination 
will be made in accordance with this Article.
2. The City will make the final payment within 60 days after Contractor has 
delivered the last of the partially completed items and the final fee has been 
agreed Upon.
If the City terminates this Contract in compliance with this Article and 
proceeds to complete the Job Order through its employees, agents or other 
third parties, the City’s rights to use the Work product will be as stated in 
Article 8.4.
B. 
Upon termination of construction services during any Job Order, Contractor vvill 
proceed with the following obligations:
1. Stop Work as stated in the notice;
2. Place no further subcontracts or orders;
3. Terminate all subcontracts to the extent they relate to the Work terminated;
4. Assign to the City all right, title and interest of Contractor under the 
subcontracts terminated, in which case the City will have the right to settle or 
to pay any termination settlement proposal arising out of those terminations;
5. Take any action that may be necessary for the protection and preservation 
of the property related to the Contract that is in the possession of Contractor
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and which the City has or may acquire an interest; and
6. Comply with the requirements of Article 6.5(B).
C. 
Contractor will submit complete termination inventory schedules no later than sixty 
(60) days from the date of the notice of termination.
D. 
The City will pay Contractor the following:
1. The direct value of its completed Work and materials supplied as of the date 
of termination;
2. The reasonable costs and expenses attributable to the termination;
3. Contractor will be entitled to profit and overhead on completed Work but will 
not be entitled to anticipated profit or anticipated overhead. If it appears 
Contractor would have sustained a loss on the entire Work had the Job 
Order been completed. Contractor will not be allowed profit and the City will 
reduce the settlement to reflect the indicated rate of loss;
4. Contractor will maintain all records and documents for three (3) years after 
final settlement. These records will be maintained and subject to auditing as 
required in Article 6.7; and
5. Take any action that may be necessary for the protection and preservation 
of the property related to the Job Order(s) that is in the possession of 
Contractor and in which the City has or may acquire an interest.
8.3 
CANGELLATION FOR CAUSE
The City may aiso cancel this Contract or any part of it with seven (7) days notice for 
cause in the event of any default by Contractor, or if Contractor fails to comply with 
any of the terms and conditions of this Contract. Unsatisfactory performance, despite 
a reasonable Opportunity to cure as judged by the City’s Representative and failure to 
provide the City, upon request, with adequate assurances of future performance will 
ail be causes allowing the City to cancel this Contract for cause. In the event of 
cancellation for cause, the City will not be liable to Contractor for any amount as 
damages, and Contractor will be liable to the City for any and all damages sustained 
as a result of the default that caused the cancellation.
8.4 
CITY'S RIGHT TO PERFORM AND CANCEL FOR CAUSE
A. If Contractor persistently fails to;.
1. Provide a sufficient number of Skilled workers;
2. Supply the materials required by the Contract Documents or Job Order(s);
3. Comply with applicable Legal Requirements;
4. Timely pay, without cause. Subconsultants or Subcontractors;
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5. Perform the Contract Services with promptness and diligence to ensure 
that a Job Order is completed by the Job Order Time, as the times may be 
adjusted; or
6. Perform other material obligations under the Contract Documents and/or 
individual Job Orders;
Then the City, in addition to any other rights and remedies provided in the Contract 
Documents or by law, will have the rights stated in Articles 8.2 and 8.3.
In the event the City cancels this Contract or any part of the services under any 
Job Order, the City will notify Contractor in writing, and immediately upon receiving 
this notice. Contractor will discontinue advancing the Work under this Contract or 
the Job Order and proceed to close all operations of any affected Job Order or this 
Contract.
B. If the City provides Contractor with a written order to provide adequate maintenance 
of traffic, adequate cleanup, adequate dust control or to correct deficiencies or 
damage resulting from abnormal weather conditions, and Contractor fails to comply 
in a time frame specified, the City may have the Work accomplished by other 
sources at Contractor’s expense and without an increase to the Job Order Price
C. Upon the occurrence of an event stated in Article 8.4(B), the City may provide written 
notice to Contractor that it intends to cancel the Contract unless the problem cited 
is cured, or commenced to be cured, within seven (7) days of Contractor's receipt of 
notice.
1. If Contractor falls to cure, or reasonably commence to cure, the problem, 
then the City may give a second written notice to Contractor of its intent to 
cancel within an additional seven (7) day period.
2. If Contractor, within this second seven (7) day period, fajls to cure, or 
reasonably commence to cure the problem, then the City may declare the 
Contract cancelled for default by providing written notice to Contractor of 
this declaration.
D. Upon declaring the Contract cancelled in accordance with Article 8.4(C), and for the 
purpose of completing the Work, the City may for all Job Orders enter upon the 
premises and take possession of all materials, equipment, scaffolds, tools, 
appliances and other items, which have been purchased or provided for the 
performance of the Work, all of which Contractor now transfers, assigns and sets 
over to the City for this purpose, and to employ any person or persons to complete 
the Work and provide all of the required labor, services, materials, equipment and 
other items.
E. If through any cause. Contractor fails to fulfill in a timely and proper manner its 
obligations under this Contract, or if Contractor violates any of the covenants, 
Contracts, of stipulations of this Contract, the City may withhold any payments to 
Contractor for the purpose of setoff until the exact amount of damages due the City 
from Contractor is determined by a court of competent jurisdiction.
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9.1
F. in the event of a cancellation. Contractor will not be entitled to receive any further 
payments under the Contract Documents until the Work on all Job Orders is 
completed in accordance with the Contract Documents. At that time, Contractor will 
only be entitled to be paid for Work performed and accepted by the City before its 
default.
G. If the City’s cost and expense of completing the Work exceeds the unpaid balance 
of a Job Order Price, then Contractor will be obligated to pay the difference to the 
City. These costs and expenses will include not only the cost of completing the 
Work, but also losses, damages, costs and expense, including attorneys’ fees and 
expenses, incurred by the City in connection with the reprocurement and defense of 
claims arising from Contractor’s default.
H. If the City cancels this Contract for cause and the cancellation is determined to have 
been without legal right, the cancellation for cause will be considered to have been 
a termination for convenience in accordance with the provisions of Article 8.2.
ARTICLE 9 - INSURANCE AND BONDS
INSURANCE REQUIREMENTS
A. 
At the same time as execution of this Contract, Contractor will furnish the City of 
Scottsdale a Certificate of Insurance on a standard insurance industry ACORD 
form. The ACORD form will be issued by an insurance company authorized to 
transact business in the State of Arizona or one that is named on the List of 
Qualified Unauthorized Insurers maintained by the Arizona Department of 
Insurance.
B. 
Contractor, Subcontractors and Subconsultants must procure and maintain, until 
all of their obligations have been discharged, including any warranty periods under 
this Contract are satisfied, insurance against claims for injury to persons or 
damage to property, which may arise from or in connection with the performance 
of the Work by Contractor, its agents, representatives, employees, or 
Subcontractors.
C. 
The insurance requirements are minimum requirements for this Contract and in no 
way limit the indemnity covenants contained in this Contract.
D. 
The City in no way warrants that the minimum limits contained in this Contract are 
sufficient to protect Contractor from liabilities that might arise out of the 
performance of the Contract Services under this Contract by Contractor, its agents, 
representatives, employees, Subcontractors or Subconsultants and Contractor is 
free to purchase any additional insurance as may be determined necessary. The 
City will not pay for higher limits, but if Contractor pays for insurance with higher 
limits, Contractor will name the City as an additional insured on any additional 
insurance.
E. 
Claims Made. In the event any insurance policies required by this Contract are 
written on a “claims made’’ basis, coverage shall continue uninterrupted throughout 
the term of this Contract by keeping coverage in force using the effective date of
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this Contract as the retroactive date on all “claims made" policies. The retroactive 
date for exclusion of claims must be on or before the effective date of this Contract, 
and can never be after the effective date of this Contract. Upon completion or 
termination of this Contract, the “claims made" coverage shall be extended for an 
additional three (3) years using the original retroactive date, either through 
purchasing an extended reporting option; or by continued renewal of the original 
insurance policies. Submission of annual Certificates of Insurance, citing the 
applicable coverages and provisions specified herein, shall continue for three (3) 
years past the completion or termination of this Contract.
F. Deductibles and Self-Insured Retentions. The policies stated in this Article may 
provide coverage which contains deductibles or self-insured retention amounts. 
Any deductibles or self-insured retention are not applicable to the policy limits 
provided to the City. Contractor is solely responsible for any deductible or self- 
insured retention amount. The City, at its option, may require Contractor to secure 
payment of any deductible or self-insured retention by a surety bond or irrevocable 
and unconditional Letter of Credit. Any self-insured retentions and deductibles 
must be declared to and approved by the City. If not approved, the City may 
require' that the insurer reduce or eliminate any self-insured retentions with respect 
to the City, its officers, officials, agents, employees, and volunteers.
9.2 MINIMUM SCOPE AND LIMITS OF INSURANCE
Contractor must provide coverage at least as broad and with limits of liability not less 
than those stated below.
A. Commercial General Liability-Occurrence Form
General Aggregate
Products-Completed Operations Aggregate 
Personal & Advertising Injury 
Each Occurrence 
Fire Damage (Any one fire)
Medical Expenses (Any one person)
$2,000,000
$2,000,000
$1,000,000
$2,000,000
$100,000
OPTIONAL
Contractor must maintain “occurrence" form Commercial General Liability 
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000 
Products and Completed Operations Annual Aggregate, and a $2,000,000 
operations, independent contractors, products completed operations, personal 
injury and advertising injury. If any Excess insurance is utilized to fulfill the 
requirements of this paragraph, the Excess insurance must be "follow form" equal 
or broader in coverage scope than underlying insurance.
B, Automobile Liabilitv-Anv Auto or Owned. Hired and Non-Owned Vehicles
Combined Single Limit Per Accident 
For Bodily Injury and Property Damage
$1,000,000
Contractor must maintain Business/Automobile Liability insurance with a limit of 
$1,000,000 each accident on Contractor owned, hired, and non-owned vehicles 
assigned to or used in the performance of the Contractor’s work or services under
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this Contract. If any Excess insurance is utilized to fulfill the requirements of this 
paragraph, the Excess insurance must be "follow form” equal or broader in 
coverage scope than underlying insurance.
C. Workers Compensation and Employers Liability
Workers’ Compensation 
Employers Liability; Each Accident 
Disease - Each Employee 
Disease - Policy Limit
Statutory
$500,000
$500,000
$1,000,000
Contractor must maintain Workers Compensation insurance to cover obligations 
imposed by federal and state statutes applicable to Contractor’s employees 
engaged in the performance of work or services under this Contract and must also 
maintain Employers’ Liability Insurance. The insurer must agree to waive all rights 
of subrogation against the City, its officers, officials, agents, employees, and 
volunteers for losses arising from Work performed by Contractor for the City.
D. Coverage Terms and Required Endorsements
1. The Commercial General Liability and Automobile Liability policies are to 
contain, or be endorsed to contain, the following provisions: The City, its 
officers, officials, agents, and employees are to be named as additional 
insureds with respect to liability arising out of activities performed by, or on 
behalf of. Contractor including the City's general supervision of Contractor, 
products and completed operations of Contractor, and automobiles owned, 
leased, hired, or borrowed by Contractor.
2. Except for Contractors Professional Liability and Workers Compensation 
insurance, for all insurance policies required under this Contract, the City, 
its officers, officials, agents, and employees must be additional insureds to 
the full limits of liability purchased by Contractor even if those limits of 
liability are in excess of those required by this Contract.
3. Except for Contractors Professional Liability and Workers Compensation 
insurance, all insurance policies required under this Contract, including any 
excess insurance policies, must be primary insurance with respect to the 
City, its officers, officials, agents, and employees. Any insurance or self- 
insurance maintained by the City, its officers, officials, agents, and 
employees will be in excess of the coverage provided by Contractor and 
must not contribute to it.
4. For all insurance policies required under this Contract, insurance coverage 
must apply Separately to each Insured against whom a claim is made or 
suit is brought, except with respect to the limits of the insurer's liability.
5. For all insurance policies required under this Contract, insurance coverage 
must not be limited to the liability assumed Under the indemnification 
provisions of this Contract.
6. All insurance policies required under this Contract, must contain a vvaiver
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Contract No. 2026-089-eos
of subrogation against the City, its officers, officials, agents, and 
employees, for losses arising from Work performed by Contractor for the 
City.
7. For all insurance policies required under this Contract, if Contractor 
receives notice that any of the required policies of insurance are materially 
reduced or cancelled, it will be Contractor’s responsibility to provide prompt 
notice to the Contract Administrator for the City, unless such coverage is 
immediately replaced with similar policies.
8. Contractor, its successors of assigns, is required to maintain Commercial 
General Liability insurance as specified in this Contract for a minimum 
period of three (3) years following completion and acceptance of the Work. 
Contractor must submit Certificates of Insurance evidencing the 
Commercial General Liability insurance during this three (3) year period 
containing all the insurance requirements stated in this Contract including 
naming the City of Scottsdale, its agents, representatives, officers, 
directors, officials and employees as Additional Insured as required.
9. The Commercial General Liability policy will be at least as broad as the 
Insurance Service Office, Inc.’s CG 0 0 01 07 98.
9.3 other INSURANCE REQUIREMENTS
The policies are to contain, or be endorsed to contain, the following provisions:
A. 
Contractors Professional Liability: Contractor must carry Contractors Professional 
Liability insurance to cover the residual, contingent, and passive design exposures 
of Contractor.
B. 
Contractors Professional Limits of Liability: Contractor must carry limits of 
$1,000,000 each Project and $2,000,000 in the Aggregate under a stand-alone 
policy or included by endorsement under the Commercial General Liability policy. 
Contractor, its successors and or assigns, is required to maintain this Professional 
Liability insurance as specified in this Contract for a minimum period of three (3) 
years following completion and acceptance of the Work. Certificates of Insurance 
citing that applicable coverage is in force and contains the provisions required by 
this Contract must be submitted for the three (3) year period. In the event the 
Professional Liability insurance policy is written on a “claims made" basis, 
coverage will extend for three (3) years past completion and acceptance of the 
work or services, and Contractor, or its selected Design Professional will submit 
Certificates of Insurance as evidence the required coverage is in effect, The 
Design Professional must annually submit Certificates of Insurance citing that the 
applicable coverage is in force and contains the required provisions for a three (3) 
year period. If there is no Professional Liability work or service as a part of this 
Contract, the City will waive the Professional Liability insurance requirement in 
writing.
C. 
Builders Risk-Installation Insurance fCourse of Construction)
Builders Risk-Installation and/or Boiler and Machinery Insurance coverage to be
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provided by Contractor as determined necessary by the City prior to the start of 
coristruction.
Contractor bears all responsibility for loss to all Work being performed and to 
buildings under construction. Unless waived in writing by the City of Scottsdale, 
Contractor will purchase and maintain in force Builders Risk-Installation insurance 
on the entire Work until completed and accepted by the City. This insurance will 
be Special Causes of Loss or Open Perils policy form, for the completed value, at 
replacement cost equal to each Job Order contract price and all subsequent 
modifications.
This Builders Risk-Installation insurance must cover the entire Work including 
reasonable compensation for architects and Contractor’s’ services and expenses 
and other "soft costs’’ made necessary by an insured loss. Builders Risk- 
Installation insurance must provide coverage from the time any covered property 
comes under Contractor’s control and or responsibility, and continue without 
interruption during course of construction, renovation and or installation, including 
any time during which any project property or equipment is in transit, off site, or 
while on site for future use or installation. Insured property must include, but not 
be limited to. scaffolding; false work, and temporary buildings at the site. This 
insurance must also cover the cost of removing debris, including demolition as may 
be legally required by operation of any law, ordinance, regulation or code.
Contractor must also purchase and maintain Boiler and Machinery insurance with 
the same requirements as Builders Risk-Installation insurance stated above if the 
Work to be performed involves any exposures or insurable property normally 
covered under a Boiler and Machinery insurance policy or made necessary as 
required by law and or testing requirements in the performance of this Contract.
Contractor will be responsible for any and all deductibles and the City must also 
be named as a Loss Payee under these policies. Contractor’s insurance must be 
primary and not contributory; and waive all rights of subrogation against the City 
of Scottsdale, its officer, officials and employees. Contractor’s insurance must 
name the City of Scottsdale, Contractor and all tiers of Subcontractors as insureds 
as respects their insurable interest at the time of loss. It must contain a provision 
that this insurance will not be canceled or materially altered without at least thirty 
(30) days advance notice to the City. Contractor is also required to give the City 
thirty (30) days advance written notice of the coverage termination for the Project.
The Builders Risk-Installation insurance must be endorsed so that the insurance 
vyill not be canceled or lapse because of any partial use or occupancy by the City. 
Builders Risk-Installation insurance must be maintained until whichever of the 
following first occurs: (i) final payment has been made; or (ii) until no person or 
entity, other than the City, has an insurable interest in the property required to be 
covered.
9.4 SUBCONSULTANT’S AND SUBCONTRACTOR’S INSURANCE
Unless Contractor’s Subconsultants and Subcontractors can provide the same level of
coverage as detailed in Article 9.2 and name the City and Contractor as Additional
Insureds, Contractor’s certificates must include all Subcontractors and Subconsultants
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as insureds under its policies or Contractor must maintain separate certificates and 
endorsements for each Subcontractor and Subconsultant. All coverages for 
Subcontractors and Subconsultants must be in the amounts shown in Article 9.2, except 
for the General Liability Each Occurrence limit, which shall be $1,000,000. Certificates 
must contain a provision that the insurance will not be canceled or materially altered 
without at least thirty (30) days advance notice to the City.
9.5 
NOTICE OF CANCELLATION
If Contractor receives notice that any of the required policies of insurance are materially 
reduced or cancelled, it will be Contractor’s responsibility to provide prompt notice to the 
City’s Contract Administrator, unless such coverage is immediately replaced with similar 
policies. Each insurance policy required by the insurance provisions of this Contract 
must provide the required coverage and must not be suspended, voided, canceled by 
either party, reduced in coverage or in limits until thirty (30) days written notice has first 
been given in accordance with Article 11.24, herein.
9.6 
ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers duly licensed or approved to conduct business 
in the State of Arizona and with an A. M. Best rating of no less than B++6. The City in 
no way warrants that the above required minimum insurer rating is sufficient to protect 
Contractor from potential insurer insolvency. Failure to maintain insurance as required 
may result in termination of this Contract at the City’s sole discretion.
9.7 
VERIFICATION OF COVERAGE
A. 
Contractor must furnish the City Certificates of Insurance (ACORD form or 
equivalent approved by the City) and with original endorsements effecting 
coverage as required by this Contract. The certificates and endorsements for each 
insurance policy are to be signed by a person authorized by that insurer to bind 
coverage on its behalf Any policy endorsements that restrict or limit coverages 
must be clearly noted on the Certificate of Insurance.
B. 
All certificates and endorsements are to be received and approved by the City 
before Contract Services commence except for Builders Risk-Installation 
Insurance. Each insurance policy required by this Contract must be in effect at or 
before the earlier of commencement of Work under the Contract Documents or the 
signing of this Contract, except for Builders Risk-Installation Insurance which, if 
required by the City, must be in effect before commencement of the Work and 
remain in effect for the duration of the Project. Failure to maintain the insurance 
policies as required by this Contract or to provide evidence of renewal is a material 
breach of contract.
C. 
All Certificates of Insurance required by this Contract must be sent directly to the 
City of Scottsdale, Attn; Capital Project Management Office. The project number 
and project description must be Included on the Certificates of Insurance, 
The City reserves the right to require complete, certified copies of all insurance 
policies required by this Contract, at any time. Failure to provide a Certificate of 
insurance with the appropriate verbiage will result in rejection of Contractor’s 
Certificate and delay in contract execution. Additional Certificates of Insurance
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submitted without referencing a Contract number wili be subject to rejection and 
returried or discarded.
9.8 
APPROVAL
Any variation from the insurance requirements in this Article 9 must be approved by the 
City's Risk Management Division, whose decision will be final. Said variation will not 
require a formal contract amendment but may be made by administrative action.
9.9 
BONDS AND OTHER PERFORMANCE SECURITY
t
A. 
Before execution of each individual Job Order, Contractor must provide a 
performance bond and a payment bond for all construction services, each in an 
amount equal to the full amount of the agreed upon cost for that Job Order. 
Contractor may, at its own option, provide Payment and Performance Bonds for 
the entire Contract Price amount, but there shall be no obligation for the City to 
reimburse Contractor for bond costs incurred, except on an actual cost basis as 
each individual Job Order is issued. Bonds must be submitted in accordance with 
Title 34, Chapter 6 of the Arizona Revised Statutes and must be in substantially 
the same form as Exhibits A and B. attached to this Contract.
B. 
Each bond must be executed by a surety company or companies holding a 
Certificate of Authority to transact surety business in the State of Arizona, issued 
by the Director of the Arizona Department of Insurance. A copy of the Certificate 
of Authority must accompany the bonds. The Certificate must have been issued 
or updated within two (2) years before the execution of this Contract.
C. 
The bonds must be made payable and acceptable to the City of Scottsdale.
D. 
The bonds must be written or countersigned by an authorized representative of the 
surety and the bonds must have attached a certified copy of the Power of Attorney 
of the signing official.
1. If one Power of Attorney is submitted, it must be for twice the total Job 
Order Price.
E
2. If two Powers of Attorney are submitted, each must be for the total Job 
Order Price. Personal or individual bonds are not acceptable.
3. Upon the request of any person or entity appearing to be a potential 
beneficiary of bonds covering payment of obligations arising under the 
Contract Documents, Contractor must promptly furnish a copy of the bonds 
or must permit a copy to be made.
All bonds submitted for this Project must be provided by a company which has 
been rated "A or better" by the A.M. Best Company.
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ARTICLE 10 - INDEMNIFICATION
10.1 CONTRACTOR’S GENERAL INDEMNIFICATION
To the fullest extent permitted by law, Contractor, its successors, assigns and 
guarantors, must defend, indemnify and hold harmless the City of Scottsdale, its agents, 
representatives, officers, directors, officials and employees from and against all 
allegations, demands, proceedings, suits, actions, claims, damages, losses, expenses, 
including but not limited to, reasonable attorney fees, court costs, and the cost of 
appellate proceedings, and all claim adjusting and handling expense, investigation and 
litigation, for bodily injury or personal injury (including death), or loss or damage to 
tangible or intangible property caused, or alleged to be caused, in whole or in part, 
related to, arising from or out of, or resulting from any acts, omissions, negligence, 
recklessness, or intentional wrongful conduct to the extent caused by Contractor or any 
of its owners, officers, directors, agents or employees performing Work or Services 
under this Contract, including but not limited to, any Subcontractor or anyone directly or 
indirectly employed by any of them or anyone for whose acts any of them may be liable 
and any injury or damages by any of Contractor employees. This indemnity includes 
any claim or amount arising out of, or recovered under, the Worker's Compensation Law 
or arising out of the failure of Contractor to conform to any federal, state, or local law, 
statute, ordinance, rule, regulation, or court decree. It is the specific intention of the 
parties that the City shall, in all instances, except for Claims arising solely from the 
negligent or willful acts or omissions of the City, be indemnified by Contractor from and 
against any and all claims. It is agreed that Contractor will be responsible for primary 
investigation, defense, and judgment costs where this indemnification is applicable. In 
consideration of the award of this Contract, Contractor agrees to waive all rights of 
subrogation against the City, its officers, agents, representatives, directors, officials, and 
employees for losses arising from the work performed by Contractor for the City.
Insurance provisions in this Contract are separate and independent from the indemnity 
provisions of this Article and will not be construed in any way to limit the scope and 
magnitude of the indemriity provisions. Nothing in this paragraph shall limit the 
responsibility of Contractor’s insurer to pay the City for valid claims that are covered by 
Contractor’s insurance policy. The indemnity provisions of this paragraph shall not be 
construed in any way to limit the scope and magnitude and applicability of the insurance 
provisions.
10.2 INTELLECTUAL PROPERTY
A. 
Contractor must pay all royalties and license fees associated with its performance 
of services.
B. 
To the extent permitted by law. Contractor shall indemnify and hold harmless the 
City against any liability, including costs and expenses, for infringement of any 
patent, trademark, or copyright arising out of Contract performance or use by the 
City of materials furnished or Work performed under this Contract.
C. 
Contractor must defend any action or proceeding brought against the City based 
on any claim that the Work, or any part of the Work, or the operation or use of the 
Work or any part of it, constitutes infringement of any United States patent or 
copyright, now or subsequently Issued. The City will give prompt written notice to
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Contractor of any action or proceeding and will reasonably provide authority, 
information and assistance in the defense of the action. Contractor shall indemnify 
and hold harmless the City from and against all damages, expenses, losses, 
royalties, profits and costs, including but not limited to attorneys’ fees and 
expenses awarded against the City or Contractor in any action or proceeding. 
Contractor agrees to keep the City informed of all developments in the defense of 
these actions. The City may be represented by, and actively participate through, 
its own counsel in any suit or proceedings if it so desires.
D. 
If the City is enjoined from the operation or use of the Work, or any part of the 
Work, as the result of any patent or copyright suit, claim, or proceeding, Contractor 
shall at its sole expense take reasonable steps to procure the right to operate or 
use the Work. If Contractor cannot procure this right within a reasonable time, 
Contractor will promptly, at Contractor's option and at Contractor’s expense, 
without an increase to the Job Order Price, (I) modify the Work so as to avoid 
infringement of any patent or copyright or (ii) replace the Work with Work that does 
not infringe or violate any patent or copyright.
E. 
Articles 10.2(C) and 10.2(D) will not be applicable to any suit, claim or proceeding 
based on infringement or violation of a patent or copyright:
1. Relating solely to a particular process or product of a particular 
manufacturer specified by the City and not offered or recommended by 
Contractor to the City; or
2. Arising from modifications to the Work by the City or its agents after 
acceptance of the Work; or
3. Relating to the copyrights of any specification, drawings, or any Design 
Documents provided by the City, the Design Professional, any consultant 
retained by the City, or by a Subcontractor or Supplier.
F. 
The obligations stated in this Article 10.2 will constitute the sole Contract between 
the parties relating to liability for infringement of violation of any patent or copyright.
ARTICLE 11 - GENERAL PROVISIONS
11.1 MARSHALING AREA
Contractor shall contact the City of Scottsdale, Development Services to determine the 
requirements for obtaining a permit for marshaling areas it proposes to use. Marshaling 
areas must be fenced. Contractor will obtain written approval from the property owner 
for marshaling area use. This approval must contain any requirements, which are a 
condition of this approval. Marshaling yard requirements according to M.A.G. 
Subsection 107.6.1 and the City of Scottsdale Supplemental Specifications will apply.
11.2 CONTRACT DOCUMENTS
A. 
Contract Documents are as defined in Article 12.
B. 
The Contract Documents form the entire Contract between the City and
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Contractor. No oral representations or other Contracts have been made by the 
parties except as specifically stated in the Contract Documents. Each provision of 
lavi/ and any terms required by law to be in this Contract are a part of this Contract 
as if fully stated herein.
C. 
In the event of any inconsistency, conflict, or ambiguity between or among the 
Contract Documents, the Contract Documents will take precedence in the order in 
which they are listed in the definition of Contract Documents in Article 12. As to 
drawings and plans, given dimensions will take precedence over scaled 
measurements, and large-scale plans over small-scale plans. Contract 
specifications will take precedence over contract plans.
D. 
The Contract Documents are intended to permit the parties to complete the Work 
and all obligations required by the Contract Documents within the times and prices 
agreed upon for each Job Order. The Contract Documents are intended to be 
complementary and interpreted in harmony so as to avoid conflict, with words and 
phrases interpreted in a manner consistent with construction and design industry 
standards,
E. 
This Contract, the Plans, Standard Specifications and Details, Special Provisions, 
Performance Bond, Payment Bond, Certificates of Insurance, Job Orders and Job 
Order Adjustments (if any) are by reference made a part of this Contract to the 
same extent as if set forth in full.
F. 
Work Product
1. All Work products (electronically or manually generated) including but not 
limited to: cost estimates, studies, design analyses, original mylar 
drawings. Computer Aided Drafting and Design (CADD) file diskettes, and 
other related documents which are prepared or procured in the 
performance of this Contract (collectively referred to as documents) are to 
be and remain the property of the City and are to be delivered to the City 
before the final payment is made to Contractor. In the event these 
documents are altered, modified or adapted without the written consent of 
Contractor or the Subconsultants, which consent Contractor or the 
Subconsultants will not unreasonably withhold, the City agrees to hold 
Contractor and the Subconsultants harmless to the extent permitted by law 
from the legal liability arising out of the City's alteration, modification or 
adoption of the documents.
2. The copyrights, patents, trade secrets or other intellectual property rights 
associated with the ideas, concepts, techniques, inventions, processes or 
works of authorship developed, created by Contractor, its Subconsultants 
or personnel, during the course of performing this Contract or arising out of 
the Project will belong to Contractor.
11.3 MODIFICATIONS
The Contract Documents may not be changed, altered, or amended in any way except
as consistent with the City of Scottsdale Procurement Code, as amended.
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11.4 TIME IS OF THE ESSENCE
Time is of the essence with respect to the dates and linies stated in the Contract 
Documents.
11.6 COOPERATION AND FURTHER DOCUMENTATION
Contractor agrees to provide the City any other duly executed documents, as will be 
reasonably requested by the City, to implement the intent of the Contract Documents.
11.6 ASSIGNMENT
Neither Contractor nor the City will, without the written consent of the other, assign, 
transfer or sublet any portion of this Contract or part of the Work or the obligations 
required by the Contract Documents.
11.7 FORCE MAJEURE
Except for payment of sums due, neither party shall be liable to the other nor deemed in 
default under this Contract if and to the extent that such party’s performance of this 
Contract is prevented by reason of force majeure. The term "force majeure" means an 
occurrence that is beyond the control of the party affected and occurs without its fault or 
negligence. Without limiting the foregoing, force majeure includes acts of God; acts of 
the public enemy; war; riots; Strikes; mobilization; labor disputes; civil disorders; fire; 
flood; lockouts; injections-intervention-acts; or failures or refusals to act by government 
authority; and other similar occurrences beyond the control of the party declaring force 
majeure which such party is unable to prevent by exercising reasonable diligence.
11.8 FUNDS APPROPRIATION
Multiterm contracts for job-order-cpntracting construction services are subject to A.R.S. 
§34-607, as amended. If the City Council does not appropriate funds to continue this 
Contract and pay for charges, the City may terminate this Contract at the end of the 
current fiscal period. The City agrees to give written notice to Contractor at least thirty 
(30) days before the end of its current fiscal period and will pay Contractor for all 
approved charges incurred through the end of the period.
11.9 CONSTRUCTION METHODS
If the City provides Contractor with a written order to provide adequate maintenance of 
traffic, clean-up, dust control or to correct deficiencies or damage resulting from 
abnormal weather conditions, and Contractor fails to comply in the time frame specified, 
the City may have Work accomplished by other sources at Contractor’s expense, without 
an increase in the Job Order Price.
11.10 UTILITY RELOCATIONS FOR CONSTRUCTION METHODS
If any utility is relocated or rebuilt to accommodate Contractor’s construction methods 
and available equipment, the expense will be borne by Contractor and will be replaced 
to the original location before cornpletlon of the Job Order at the request of the City’s
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Project Coordinator at Contractor’s sole expense, without an increase in the Job Order 
Price,
11.11 DAMAGED UTILITIES DURING CONSTRUCTION
Any utilities damaged during construction shall be replaced at Contractor’s expense, 
without an increase in the Job Order Price, as per the requirements of the M.A.G. 
Standard Specifications.
11.12 SUCCESSORS AND ASSIGNS
This Contract will extend to and be binding upon Contractor, its successors and assigns, 
including any individual, company, partnership, or other entity with or into which 
Contractor will merge, consolidate, or be liquidated, or any person, corporation, 
partnership, or other entity to which Contractor will sell its assets, except that services 
covered by this Contract may not be assigned or sublet in whole or in part without first 
obtaining the written consent of the Purchasing Director and Contract Administrator.
11.13 CONFLICT IN LANGUAGE
All services and Work performed will conform to all applicable City of Scottsdale codes, 
ordinances and requirements as outlined in the Contract Documents. If there is a conflict 
in interpretation between provisions in this Contract and those in exhibits, the provisions 
in this Contract will prevail.
11.14 THIRD PARTY BENEFICIARY
Nothing under the Contract Documents will be construed to give any rights or benefits 
in the Contract Documents to anyone other than the City and Contractor, and all duties 
and responsibilities undertaken in accordance with the Contract Documents will be for 
the sole and exclusive benefit of the City and Contractor and not for the benefit of any 
other or third party.
11.15 GOVERNING LAW AND VENUE
This Contract and all Contract Documents will be considered to be made under and will 
be construed in accordance with and governed by the laws of the State of Arizona 
without regard to the conflicts or choice of law provisions. Any action to enforce any 
provision of this Contract or to obtain any remedy with respect to this Contract shall be 
brought in the Superior Court of Maricopa County, Arizona, and for this purpose, each 
party expressly and irrevocably consents to the jurisdiction and venue of that Court and 
waives the right to have such action removed to Federal District Court.
11.16 SEVERABILITY
If any provision of the Contract Documents or their application to any person or 
circumstance is invalid, illegal or unenforceable to any extent, the remainder of the 
Contract Documents and the application of the Contract Documents will not be affected 
and will be enforceable to the fullest extent permitted by law. In accordance with the 
provisions of A.R.S. § 41-194.01, as amended, should the Attorney General give notice 
to the City that any provision of the Contract Documents violates state law or the Arizona
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Constitution, or that it may violate a state statute or the Arizona Constitution, and the 
Attorney General submits the offending provision to the Arizona Supreme Court, the 
offending provision(s) shall be immediately severed and struck from the Contract 
Documents and the City and Contractor shall, within ten (10) days after such notice, 
negotiate in good faith to resolve any issues related to the severed provision(s).
11.17 LEGAL REQUIREMENTS
Contractor shall perform all Contract Services in accordance with all Legal 
Requirements and will provide all notices applicable to the Contract Services as required 
by the Legal Requirements.
11.18 INDEPENDENT CONTRACTOR
The services the Contractor provides to the City are that of an Independent Contractor. 
Neither party to this Contract shall be deemed to be the employee or agent of the other 
party to the Contract. Upon request, the Contractor shall provide the required I.R.S. 
From W-9 which is available from the IRS website at www.IRS.gov under its forms 
section.
Any provisions in the Contract Documents that may appear to give the City the right to 
direct Contractor as to the details of accomplishing the Work or to exercise a measure 
of control over the Work means that Contractor will follow the wishes of the City as to 
the resuits of the Work only. These results will comply with all applicable laws and 
ordinances.
11.19 CITY’S RIGHT OF CANCELLATION
Pursuant to A.R.S. § 38-511, as amended, the City may cancel any contract or 
agreement, without penalty or obligation, if any person significantly involved in 
initiating, negotiating, securing, drafting, or creating the contract on behalf of the City’s 
departments or agencies is, at any time while the contract or any extension of the 
contract is in effect, an employee of any other party to the contract in any capacity or 
a contractor to any other party to the contract with respect to the contract’s subject 
matter. The cancellation wili be effective when ail other parties to the contract receive 
the City’s written notice unless the notice specifies a later time.
11.20 SURVIVAL
Except as expressly agreed herein, all warranties, representations and indemnifications 
by Contractor shall survive the completion, expiration, and/or termination of this 
Contract.
11.21 COVENANT AGAINST CONTINGENT FEES
Contractor warrants that no person has been employed or retained to solicit or secure 
this Contract upon any contract or understanding for a commission, percentage, 
brokerage, or contingent fee, and that no member of the City Council, or any employee 
of the City of Scottsdale has any interest, financially, or othenvise, in the firm. For breach 
or violation of this warranty, the City will have the right to annul this Contract without
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liability, or at its discretion to deduct from the Contract Price or consideration, the full 
amount of any commission, percentage, brokerage, or contingent fee.
11.22 NO WAIVER
Either party’s failure to insist on strict performance of any term or condition of the 
Contract shali not be deemed waiver of that term or condition even if the party accepting 
or acquiescing in the nonconforming performance knows of the nature of the 
performance and fails to object to it.
11.23 HEADINGS
The headings used in this Contract, or any other Contract Documents, are for ease of 
reference only and will not in any way be construed to limit or alter the meaning of any 
provision.
11.24 NOTICE
All notices or demands required by this Contract must be given to the other party in 
writing, delivered by hand or by registered or certified mail at the addresses stated 
below, or to any other address the parties may substitute by giving written notice as 
required by this section. Notice by electronic mail or facsimile will not be considered 
notice.
To City:
City of Scottsdale
Attn; Alison Tymkiw
7447 E. Indian School Road, Suite 205
Scottsdale. AZ 85251
To JOC Contractor:
McCarthy Building Companies, Inc. 
Attn: Matt Lyons
6225 North 24th Street, Suite 125 
Phoenix, AZ 85016
11.25 ADDITIONAL CITY RIGHTS REGARDING SECURITY INQUIRIES
Projects may be completed in both secure and non-secure City facilities. All Contractor 
and Subcontractor employees may be required to pass mandatory background checks 
prior to the start of any Work and be issued access badges by City of Scottsdale 
Municipal Security. In addition to the foregoing, the City reserves the right to: (1) have 
an employee/prospective employee of Contractor be required to provide fingerprints and 
execute any other documentation as may be necessary to obtain criminal justice 
information pursuant to A.R.S. § 41-1750(G)(4): (2) act on newly acquired information 
whether or not that information should have been previously discovered; (3) unilaterally 
change its standards and criteria reiative to the acceptability of Contractor's employees 
or prospective employees; and, (4) object, at any time and for any reason, to an 
employee of Contractor performing Work (including supervision and oversight) under 
this Contract.
A. Provisions Applicable to all Contractor Contracts and Subcontracts. Contractor will 
include the terms of this provision for employee background and security checks
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and screening in all contracts and subcontracts for Work performed under this 
Contract, including supervision and oversight.
B. Materiality of Security Inquiry Provisions. The Security Inquiry provisions of this 
Contract, as stated above, are material to the City’s entry into this Contract and 
any breach by Contractor may, at the City's sole option and Unfettered discretion, 
be considered to be a breach of contract of sufficient magnitude to terminate this 
Contract. Termination will subject Contractor to liability for its breach of contract.
11.26 HAZARDOUS MATERIALS
A. 
Upon discovery of hazardous materials Contractor will comply with all applicable 
laws/ordinances and regulations and take ali appropriate health and safety 
precautions.
B. 
Unless included in the Work, if Contractor encounters onsite, or as material to be 
incorporated in the Work, any material which it reasonably believes to contain 
asbestos, polychlorinated biphenyl (PCB), or other hazardous substances or 
materials regulated by public health laws, it will immediately stop work and report 
the condition to the City.
C. 
If the material is found to contain asbestos, PCB or other hazardous substances or 
materials regulated by public health laws. Contractor will not resume Work in the 
affected area until the material has been abated or rendered harmless. Contractor 
and the City may agree, in writing, to continue Work in non-affected areas onsite.
D. 
An extension of Job Order Time may be granted in accordance with Article 5.
E. 
Contractor will comply with all applicable laws/ordinances and regulations and take 
ail appropriate health and safety precautions upon discovery.
F. 
Despite the provisions of this Article 11.26, the City is not responsible for 
hazardous conditions or materials introduced to the Site by Contractor, 
Subcontractors or anyone for whose acts they may be liable. Contractor will 
indemnify, defend and hold harmless the City and the City’s officers, directors, 
employees and agents from and against all claims, losses, damages, liabilities and 
expenses, including attorneys’ fees and expenses, arising out pf or resulting from 
those hazardous conditions or materials introduced to the Site by Contractor, 
Subcontractors or anyone for whose acts they may be liable.
11.27 TRAFFIC CONTROL
A. 
Complete street closures will not be pertriitted unless specified in the Special 
Provisions or approved by the City. The timing and sequence of street closures 
will be approved by the Traffic Engineering Director, or designee, at least fourteen 
(14) days before the closure. This approval is necessary to provide coordination 
with other roadway projects and special events.
B. 
Adequate barricades and lighted warning signs must be installed and maintained 
by Contractor throughout the duration of any Project. All traffic control must be in 
accordance with the current version of the City of Scottsdale Supplement to MAG
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Uniform Standard Specifications Section 401 or as required by the approved 
barricade plan unless otherwise specified in the Special Provisions.
C. Contractor will submit a construction schedule and a barricade plan to the City 
Traffic Engineering Director, or designee, for approval or modification at least 
seventy-two (72) hours before construction is initiated, and must wait to commence 
construction until the plan is signed as accepted by the City Traffic Engineering 
Director, or designee.
11.28 MATERIAL SOURCE
No material source has been designated by the City for use under this Contract, MAG 
Specification, Section 106 will apply aswill ADOT Standard Specifications 1982, Section 
106.1, 106.2, 106.7 & 106.8, which outline controls and Section 1001-1, -2, & -4 
concerning approval of Contractor-Furnished Source and supplemental Contracts in 
regards to environmental analysis and the liability for materials testing costs,
Contractor and Subcontractor furnished material sources situated in the 100-year flood 
plain of any stream or watercourse will not be allowed if located within 1.0 mile upstream 
and 2.0 miles downstream of any highway structure or surfaced roadway crossing.
A Contractor and Subcontractor-furnished source will be defined as a material source, 
which is neither an ADOT furnished source nor a commercial source, as defined in this 
Contract.
A commercial source will be defined as a material source in which the owner or producer 
has been regularly engaged for at least one (1) year during regular business hours on a 
regular basis in the processing and selling of sand, rock, ready mixed Portland cement 
concrete, asphaltic concrete and other similar products normally produced and sold to 
all parties. The company must have an Arizona retail sales tax license.
The location of any new material source or existing non-commercial material source 
proposed for use under this Contract must be reviewed by the appropriate agency 
having flood plain management jurisdiction over the area of proposed source location. 
Contractor and Subcontractor will obtain a letter from the agency addressed to the 
Contract Administrator certifying that the proposed source location conforms to the 
required conditions and the applicable Standard Specifications. Contractor will 
familiarize himself with the nature and extent of the Contract Documents, work to be 
performed, all local conditions, and federal, state and local laws, ordinances, rules and 
regulations that in any manner may affect cost, progress or performance of the Work.
11.29 FAMILIARIZATION WITH APPLICABLE LAWS
Contractor will familiarize itself with the nature and extent of the Contract Documents, 
work to be performed, all local conditions, and federal, state and local laws, ordinances, 
rules and regulations that in any manner may affect cost, progress or performance of 
the Work. 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.
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11.30 NATIVE PLANTS
Contractor agrees it will take whatever steps, procedures or means necessary to 
remove, move, displace and save all native plants within the contract work area in 
accordance with the City of Scottsdale Revised Code, as amended, and all applicable 
state and county statutes, ordinances, codes and other policy requirements and 
recognized methods, procedures, techniques and equipment for protection, salvage, 
and handling of all plants to be moved from the construction area. This is not a pay item 
Unless specified upon the Schedule of Bid Items.
11.31 ENDANGERED HARDWOODS
Contractor agrees any construction, building addition or alteration project which is 
financed by monies of this state or its political subdivisions will not use endangered 
tropical hardwood unless an exemption is granted by the Director of the State of Arizona, 
Department of Administration.
11.32 CONSTRUCTION ACTIVITY
Contractor agrees that all construction activity occurring on Site shall conform to the 
hour and noise requirements of the City of Scottsdale Revised Code, as amended.
11.33 COMPLIANCE WITH LOCAL, STATE AND FEDERAL LAWS
A. Contractor understands and acknowledges the applicability to it of the American with 
Disabilities Act, the Immigration Reform and Control Act of 1986, the Drug Free 
Workplace Act of 1989, Fair Labor Standards Act, Age Discrimination in Employment 
Act, Family and Medical Leave Act, National Labor Relations Act, Occupational Safety 
and Health Act, and other local, state or federal law governing Contractor's labor and 
employment practices. Contractor agrees to comply With these laws in performing this 
Contract and to permit the City to verify compliance. Contractor further agrees that 
any violation of provision on the part of Contractor, its employees, agents or assigns 
will constitute a material breach of this Contract.
Contractor will also comply with A.R.S. §34-301, “Employment of Aliens on Public 
Works Prohibited," and A.R.S. §34-302, “Residence Requirements for Employees," as 
amended. Contractor will include the terms of this provision in all contracts and 
subcontracts for Work performed under this Contract, including supervision and 
oversight.
Under the provisions of A.R.S. §41-4401 and Exhibit C. attached hereto, 
Contractor warrants to the City that Contractor and all its Subcontractors will 
comply with all Federal Immigration laws and regulations that relate to its 
employees and that Contractor and all its Subcontractors now comply with the 
E-Verify Program under A.R.S. §23-214(A).
A breach of this warranty by Contractor or any of its Subcontractors will be considered 
a material breach of this Contract and may subject Contractor or Subcontractor to 
penalties up to and including termination of this Contract or any subcontract.
The City retains the legal right to inspect the papers of any employee of Contractor or
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any Subcontractor who works on this Contract to ensure that Contractor or any 
Subcontractor is complying with the warranty given above.
The City may conduct random verification of the employment records of Contractor 
and any of its Subcontractors to ensure compliance with this warranty. Contractor 
agrees to indemnify, defend and hold the City harmless for, from and against all losses 
and liabilities arising from any and all violations of these statutes.
The City will not consider Contractor or any of its Subcontractors in material breach of 
this Contract if Contractor and its Subcontractors establish that they have complied 
with the employment verification provisions prescribed by 8 USCA § 1324(a) and (b) of 
the Federal Immigration and Nationality Act and the E-Verify requirements prescribed 
by A.R.S. §23-214(A). as amended. The "E-Verify Program" means the employment 
verification pilot program as jointly administered by the United States Department of 
Homeland Security and the Social Security Administration or any of its successor 
programs.
The provisions of this Article must be included in any contract Contractor enters into 
with any and all of its Subcontractors who provide services under this Contractor any 
Subcontract. “Services” are defined as furnishing labor, time or effort in the State of 
Arizona by a Contractor or Subcontractor. Services include construction or 
maintenance of any structure, building or transportation facility or improvement to real 
property. Contractor will take appropriate steps to assure that all Subcontractors 
comply with the requirements of the E-Verify Program, Contractor's failure to assure 
compliance by all its Subcontractors with the E-Verify Program may be considered a 
material breach of this Contract by the City.
B. Compliance with Americans with Disabilities Act. The City of Scottsdale assures full 
compliance with Title VI of the Civil Rights Act of 1964, Title II of the Americans with 
Disabilities Act of 1990 (ADA), and other related authorities in ail of its programs and 
activities. The City’s Title VI and ADA Programs require that no person shall, on the 
grounds of race, color, national origin and disability, be excluded from participation in, 
be denied the benefits of, or be otherwise subjected to discrimination under any 
program or activity. This policy is also applicable to contractors and/or consultants 
conducting work on behalf of the city.
Contractor acknowledges that, in accordance with the Americans with Disabilities Act 
(ADA), programs, services and other activities provided by a public entity to the public, 
whether directly or through a contractor, must be accessible to the disabled public. 
Contractor will provide the services specified in this Contract in a manner that complies 
with the ADA and any and all other applicable federal, state and local disability rights 
legislation. Contractor agrees not to discriminate against disabled persons in the 
provision of services, benefits or activities provided under this Contract and further 
agrees that any violation of this provision on the part of Contractor, its employees, 
agents or assigns will constitute a material breach of this Contract.
C. Equal Employment Opportunity and Discrimination. For the duration of this Contract, 
Contractor represents and warrants it will comply with all applicable local, state and 
federal laws governing equal employment opportunities, or prohibiting employment or 
other discrimination based on any protected characteristic including but not limited to 
actual or perceived race, color, religion, sex, age, disability, national origin, sexual 
orientation, gender identity, or U.S. military status. City of Scottsdale Revised Code,
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Chapter 15 mandates Contractor compliance with the policies contained therein. 
Contractor agrees that any violation of provision on the part of Contractor, its 
employees, agents or assigns will constitute a material breach of this Contract.
Contractor will include the terms of this provision in all contracts and subcontracts for 
work performed under this Contract, including supervision and oversight. The 
Contractor will, in ali solicitations or advertisements for employees placed by or on 
behalf of the Contractor, state that all qualified applicants will receive consideration for 
employment without regard to race, color, religion, sex, sexual orientation, gender 
identity, or national origin.
D. No Preferential Treatment or Discrimination. In accordance with the provisions of 
Article II, Section 36 of the Arizona Constitution, the City will not grant preferential 
treatment to or discriminate against any individual or group on the basis of race, sex, 
color, ethnicity or national origin. To avoid the appearance of impropriety, Contractor 
shall not make any donation to the City, of any goods or services during the term of 
this Contract, unless it has specifically been approved by the City Manager or 
designee.
E. Advertising. No advertising or publicity concerning the City using Contractor’s services 
shall be undertaken without prior written approval of such advertising or publicity by 
the Contract Administrator and the City Attorney.
11.34 DATA CONFIDENTIALITY
A. 
As used in this Contract, data means all information, whether written or verbal, 
including plans, photographs, studies, investigations, audits, analyses, samples, 
reports, calculations, internal memos, meeting minutes, data field notes, work 
product, proposals, correspondence and any other similar documents or 
information prepared by or obtained by Contractor in the performance of this 
Contract.
B. 
The parties agree that all data, including originals, images, and reproductions, 
prepared by, obtained by, or transmitted to Contractor in connection with 
Contractor’s performance of this Contract is confidential and proprietary 
information belonging to the City.
C. 
Contractor will not divulge data to any third party without first obtaining the written 
consent of the City. Contractor will not use the data for any purposes except to 
perform the services required under this Contract. These prohibitions will not apply 
to the following data provided Contractor has first given the required notice to the 
City:
1. Data, which was known to Contractor before its performance under this 
Contract unless the data was acquired in connection with the Work 
performed for the City;
v
2. Data which was acquired by Contractor in its performance under this 
Contract and which was disclosed to Contractor by a third party, who to the 
best of Contractor’s knowledge and belief, had the legal right to make 
disclosures and Contractor is not otherwise required to hold the data in
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confidence; or
3. Data, which is required to be disclosed by virtue of law, regulation, or court 
order to which Contractor is subject.
D. 
In the event Contractor is required or requested to disclose data to a third parly, or 
any other information to which Contractor became privy as a result of any other 
contract with the City, Contractor wiil first notify the City as required in this Article 
of the request or demand for the data. Contractor will give the City sufficient facts 
so that the City can be given an opportunity to first give its consent or take any 
action the City may consider appropriate to protect the data or other information 
from disclosure.
E. 
Unless prohibited by law, within ten (10) days after completion of services for a 
third party on real or personal property owned or leased by the City, Contractor will 
promptly deliver, as stated in this Article, a copy of all data to the City. All data will 
continue to be subject to the confidentiality requirements of this Contract.
F. 
Contractor assumes all liability for maintaining the confidentiality of the data in its 
possession and agrees to compensate the City if any of the provisions of this 
Article are violated by Contractor, its employees, agents or Subconsultants. Solely 
for the purposes of seeking injunctive relief, it is agreed that a breach of this Article 
will be considered to cause irreparable harm that justifies injunctive relief in court.
11.35 CONFLICT OF INTEREST
A. 
To evaluate and avoid potential conflicts of interest. Contractor will provide written 
notice to the City, as stated in this Article, of any work or services performed by 
Contractor for third parties that may involve or be associated with any real property 
or personal property owned or leased by the City. The notice will be given seven 
(7) business days before commencement of the Project by Contractor for a third 
party, or seven (7) business days before an adverse action as defined below. 
Written notice and disclosure will be sent to the City Senior Representative 
identified in Article 7.4.
B. 
Actions that are considered to be adverse to the City under this Contract include 
but are not limited to:
1. Using data as defined in this Contract acquired in connection with this 
Contract to assist a third party in pursuing administrative or judicial action 
against the City;
2. Testifying or providing evidence on behalf of any person in connection with 
an administrative or judicial action against the City; and
3. Using data to produce income for Contractor or its employees 
independently of performing the services under this Contract, without first 
obtaining the written consent of the City.
C. 
Contractor represents that except for those persons, entities and projects identified 
to the City, the services to be performed by Contractor under this Contract are not
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Contract No. 2026-089-COS
D.
expected to create an interest with any person, entity, or third party project that is 
or may be adverse to the interests of the City.
Contractor's failure to provide a written notice and disclosure of the information 
stated in this Article on Conflicts of Interest will constitute a material breach of this 
Contract.
E. This Contract is subject to cancellation by the City of Scottsdale in accordance with 
the provisions of A.R.S. § 38 511, as amended.
11.36 COMMENCEMENT OF STATUTORY LIMITATION PERIOD AND STATUTE OF 
REPOSE
A. 
Before Final Completion. As to acts or failures to act occurring before the relevant 
date of Final Completion, any applicable statute of limitations will commence to run 
and any alleged cause of action will be considered to have accrued in any and all 
events not later than the date of Final Completion.
B. 
Between Punch List Preparation and Final Completion. As to acts or failures to 
act occurring between the relevant date of Punch List Preparation and before Final 
Completion, any applicable statute of limitation will begin to run and any alleged 
cause of action will be considered to have accrued in any events not later than the 
date of Final Completion.
C. 
After Completion. As to acts or failures to act occurring after the date of Final 
Completion, any applicable statute of limitations will commence to run and any 
alleged cause of action will be considered to have accrued in any and all events 
not later than the date of any correction of the Work or failure to correct the Work 
by the Contractor, or the date of actual commission of any other act or failure to 
perform any duty or obligation by the Contractor or the City, whichever occurs last.
D. 
Statute of Repose. The time period for the applicable Statute of Repose will 
commence to run at the time specified in A.R.S. §12-552 as it is amended or 
renumbered from time to time.
11.37 LOSS AND DAMAGES
Except as expressly provided in this Contract, all loss or damage arising out of the nature 
of the Work to be done or from the action of the elements, or from any unforeseen 
circumstances, in the prosecution of the same, or from any unusual obstructions or 
difficulties which may be encountered in or during the prosecution of the Work, or from 
any casualty whatsoever of every description, will be sustained and borhe by Contractor 
at its sole cost and expense. By signing this Contract, all rights of subrogation are waived 
against the City, its officers, officials, agents and employees.
11.38 RIGHTS-OF-WAY
The M.A.G. Standard Specification 107.12 is modified to read as follows; "Contractor, at 
its own expense, is responsible for the acquisition of any necessary temporary 
easements for construction purposes, storage and maintenance purposes, which are
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Contract No. 2026-089-COS
required in addition to existing easements or rights of way secured by the City as 
indicated upon the pians."
11.39 EXISTING TRAFFIC AND STREET SIGNS AND TRAFFIC SIGNAL EQUIPMENT
Contractor will use due care when excavating at or near intersections where traffic signal 
underground conduit is located. Contractor will notify the Transportation Maintenance 
Traffic Signal Division (tel. 480.312.5620) at least forty-eight (48) hours in advance of 
any work at the intersections. Contractor will be responsible for the installation and 
maintenance of temporary overhead traffic signal cable as specified by the 
Transportation Department when underground conduit is to be severed by excavations 
at the intersection. The Transportation Department will have all underground traffic 
conduit located and will provide the necessary City Technicians to assist Contractor in 
identifying wiring phases and direction of conduit runs upon twenty-four (24) hours’ 
notice from Contractor and at least one (1) day before Contractor's scheduled wiring and 
installation of temporary cables. Contractor will be responsible for the wiring and 
connection of all temporary cable within the puli boxes and terminal compartments. The 
Transportation Department will provide a City technician to assist Contractor with 
connecting field wiring within the traffic signai control cabinet. Contractor will provide, at 
its expense, at least one off-duty uniformed Police Officer as may be required to direct 
traffic while the traffic signal is turned off and the wiring is transferred. Contractor will 
be responsible as specified by the Traffic Department for the repair and restoration of 
all traffic signal overhead and underground items that have been damaged or modified. 
The City does not permit the splicing of Magnetic Detector Loops.
11.40 CERTIFICATION OF USE OF BENCHMARKS
In compliance with the City’s Design Standards & Policies Manual (DS&PM), Sections 
9-1.1 and 9-1.301, it is the City’s intent that Contractor must use both horizontal and 
vertical benchmarks with City of Scottsdale published values for any survey on all public 
works projects. These published values are available for public use at the following 
website: 
https://eservices.scottsdaleaz.qov/maps/benchmarks. AT LEAST 1
HORIZONTAL AND 1 VERTICAL BENCHMARK MUST MATCH THE NORTHING, 
EASTING OR ELEVATION VALUES PUBLISHED ON THE CITY’S WEBSITE. If 
required by the City, Contractor must sign and submit with this Contract, the Certificate 
of Use attached and by reference made a part of this Contract.
11.41 TAX INDEMNIFICATION
The fee listed in this Contract includes any and all taxes applicable to the activities under 
this Contract. The City will have no obligation to pay additional amounts for taxes of any 
type. Contractor, its Subcontractors, Subconsultants and Suppliers, shall pay all 
Federal, state and local taxes applicable to its operation and any persons employed by 
Contractor, its Subcontractors, Subconsultants and Suppliers, except as may be 
otherwise provided in this Contract. Contractor shall, and also require its 
Subcontractors, Subconsultants and Suppliers to hold the City harmless from any 
responsibility for taxes, damages and interest, if applicable, contributions required under 
Federal, and/or state and local laws and regulations and any other costs including 
transaction privilege taxes, unemployment compensation insurance. Social Security and 
Worker’s Compensation.
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11.42 ISRAEL BOYCOTT/FORCED LABOR PROVISIONS
By executing this contract, Contractor certifies that it is not currentiy engaged in and will 
not for the duration of this Contract engage in boycott activity proscribed by A.R.S. § 35- 
393 et seq, as amended.
Pursuant to A.R.S. § 35-394, as amended. Contractor warrants and certifies that it does 
not currently, and agrees for the duration of this Contract that it will not use;
1) 
The forced labor of ethnic Uyghurs in the People's Republic of China.
2) 
Any goods or services produced by the forced labor of ethnic Uyghurs in the 
People's Republic of China.
3) 
Any contractors, subcontractors or suppliers that use the forced labor or any goods 
or services produced by the forced labor of ethnic Uyghurs in the People's Republic 
of China.
If Contractor becomes aware during the term of this Contract that Contractor is not in 
compliance with this Article, Contractor shall notify the City within five (5) business days 
after becoming aware of the noncompliance. Failure of Contractor to provide a written 
certification that Contractor has remedied the noncompliance within one hundred eighty 
(180) days after notifying the City of its noncompliance will result in automatic termination 
of this Contract, unless an earlier contract termination, cancellation, or expiration date 
applies.
ARTICLE 12-DEFINITIONS
“Allowance” means an agreed amount by the City and Contractor for items which may be required 
to complete the scope of work.
“As-Built Document” - “As-built in construction is equivalent to "as-is." Drawings deemed “as- 
built” are final drawings that include all changes made during the actual construction process. 
These drawings represent the actual existing constructed conditions as opposed to designs or a 
proposed condition. The As-Built Documents should be per A.R.S. § 32-152.
“Blueline or Blackline Prints" - Prints that allows comparison of document versions to show what 
has been revised.
“City" or “Owner" means the City of Scottsdale, Arizona, an Arizona municipal corporation. 
Regulatory activities handled by the City of Scottsdale Development Services, Planning and Fire 
Departments or any other City department are not subject to the responsibilities of the City under 
this Contract.
"City’s Representative" means the person designated in Article 7.4(A)(2).
"City's Senior Representative" means the person designated in Article 7.4(A)(1).
“Claim” means a written request for either payment of additional monies or extension of contract 
time, submitted in accordance with the terms of this Contract or applicable law.
“Construction Coordinator” means a City employee who coordinates the daily construction 
activities with Contractor, and with their inspection staff that performs quality control inspections,
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Contract No. 2026-089-COS
enforces project plans and specifications and adopted City codes and ordinances.
“Construction Documents” means the plans, specifications and drawings prepared by the Design 
Professional after correcting for permit review requirements and incorporating any approved 
amendments, addenda, exhibits and Job Order Adjustments.
“Construction Services” - as used in this Contract is defined in A.R.S. §34-101, as amended.
“Contract Administrator” means the person designated in Article 7.4(A) or designee. The Contract 
Administrator will serve as Contractor’s primary point of contact with the City, monitor Contractor’s 
performance, review and approve invoices, establish delivery schedules, and in conjunction with 
Purchasing ensure Certificates of Insurance are current, conform to the requirements of this 
Contract, and are in the City’s possession. Contractor will direct any reports and/or special 
requests to the Contract Administrator.
"Contract Documents" means the following items and documents in descending order of 
precedence executed by the City and Contractor: (1) Job Order Adjustments; (2) Contract 
Modifications: (3) Job Orders; (4) this Contract including all exhibits and attachments; (5) 
Contractor's Proposal (if any); (6) Contractor Statement of Qualifications.
"Contract Modification" means a specific written concurrence between the City and Contractor for 
changes to this Contract consistent with the City of Scottsdale Procurement Code, as amended.
“Contract Price" means the amount or amounts stated in Article 4 subject to any Contract 
Modifications.
“Contract Services” means the services required by the Contract Documents.
“Contract Time(s)” means the time stated in Article 3, subject to Contract Modifications as 
permitted by this Contract.
“Contractor” is Contractor selected by the City to provide or procure construction services as 
detailed in this Job Order Contract.
“Contractor Payment Request” means the City form used by Contractor to request progress 
payments for Job Orders in accordance with Article 6.
“Contractor’s Representative” means the person described in Article 7.4(B)(2).
"Contractor’s Senior Representative" means the person described in Article 7.4(B)(1).
“Day(s)” means calendar days unless othenvise specifically noted in the Contract Documents.
“Delay” means an unanticipated event or interference with the progress of a critical path work 
activity being performed at the time that causes the completion date of the project to be extended. 
Delays may be caused by the City, Contractor, third parties or Force Majeure events. Delays may 
be excusable, compensable, non-compensable or concurrent.
“Delay, Compensable” means delay that results from the City’s actions or inactions that entitle 
Contractor to both a time extension and delay damages.
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Contract No. 2026-089-GOS
“Delay, Concurrent" means two (2) or more delays, within the same timeframe, both of which 
would independently impact the Project Schedule. If one delay is caused by the City and the 
other by Contractor, Contractor will generally be entitled to an excusable, non-compensable time 
extension, to the degree the delays may “overlap.”
"Delay, Excusable" means an unforeseeable delay caused by an event beyond the control and 
without the fault or negligence of Contractor (including its Suppliers and Subcontractors). 
Excusable delays may be compensable or non-compensable, depending upon whether the terms 
of the Contract or the law allows recovery of delay costs. Unless otherwise shown, it will generally 
be presumed that these delays are non-compensable.
“Delay, Non-Excusable” means a delay within the control of Contractor, its Suppliers and 
Subcontractors, or a delay resulting from a risk taken by Contractor under the terms of the 
Contract. Contractor will not be due any time extension or delay damages, and may be 
responsible for paying to the City, actual or liquidated damages for the delay.
"Deliverables" means the work products prepared by Contractor in performing the scope of work 
described in this Contract. Some of the major deliverables to be prepared and provided by 
Contractor may include, but are not limited to: Construction Management Plan, Project Schedule, 
Schedule of Values, alternative system evaluations, procurement strategies and plans, cost 
estimates, construction market surveys, cash flow projections, Subcontractor procurement plan. 
Subcontractor Contracts, Subcontractor bid packages. Supplier Contracts, and others as 
indicated in this Contract or required by the Project Team.
"Design Services" - as used in this Contract is defined in A.R.S. §34-101, as amended.
"Design Team” or “Design Professional" refers to licensed design professionals, as defined in 
A.R.S. §34-101 as amended.
“Differing Site Conditions" comply with M.A.G. Standard Specifications, Subsection 102.4.
"Effective Date" means the date specified in this Contract on which the Contract becomes 
effective, but if no date is specified, the date on which the City executes this Contract.
"Field Order" means a written field directive prepared and signed by the City, directing a change 
in Work that does not include an adjustment in the Job Order Time or Job Order Price.
"Final Acceptance" means the completion of a Job Order as prescribed in Article 3.5.
“Financial Services" - as used in this Contract is defined in A.R.S. §34-101, as amended.
"Hazardous Substance" -_means:
(a) Any substance designated pursuant to sections 311(b) (2) (A) and 307(a) of the clean 
water act.
(b) Any element, compound, mixture, solution or substance designated pursuant to 
section 102 of CERCLA.
(c) Any hazardous waste having the characteristics identified under or listed pursuant to 
section 49-922.
(d) Any hazardous air pollutant listed under section T12 of the federal clean air act (42 
United States Code section 7412).
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Contract No, 2026-089-COS
(e) Any imminently hazardous chemical substance or mixture with respect to which the 
administrator has taken action pursuant to section 7 of the federal toxic substances 
control act (15 United States Code section 2606).
(f) Any substance which the director, by rulOj either designates as a hazardous substance 
following the designation of the substance by the administrator under the authority 
described In subdivisions (a) through (e) of this paragraph or designates as a 
hazardous substance on the basis of a determination that such substance represents 
an imminent and substantial endangerment to public health.
"Horizontal Gonstruction" - as used in this Contract is defined in A.R.S. §34-101, as amended.
“Informational Submittals'’ - Submittals are required (common with construction projects) for the 
architect and engineer to verify that the correct products and quantities will be installed on a 
project.
“Job Order" or “Project" means a specific scope of Contract Services done pursuant to an 
individual Job Order and includes a specific written Contract between the City and Contractor for 
a Job Order including a Scope of Work, a Job Order Price, a Job Order Time and ariy special 
conditions that may apply to be performed under this Contract. The Job Order includes the plans, 
technical specifications, special provisions and Contractor’s proposal either by reference or 
inclusion.
"Job-Order-Contractjng" means a project delivery method as defined in A.R.S. §34-101, as 
amended.
“Job Order Adjustment” or “Adjustment" means a written order signed by an authorized 
representative of the City and which approves changes in the Work required under a Job Order, 
the Job Order Price, and/or the Job Order Time consistent with the City of Scottsdale Procurement 
Code, as amended.
“Job Order Notice-to-proceed," (NTP) means a written notice given by the City to Contractor fixing 
the date on which Contractor will start to perform Contractor’s obligations under that individual 
Job Order.
"Job Order Price” means the amount negotiated between Contractor and the City for an individual 
Job Order that includes costs, overhead, bonding, insurance, profit and other costs as agreed to 
and calculated on the Unit Prices, cost-coefficient and special items as prescribed in Article 4.
"Job Order Time" or "Duration of the Work" means the number of Day(s) from a Job Order Notice- 
to-Proceed to Substantial Completion. The approved Job Order Time will be made part of this 
Contract by executing an individual Job Order for specific Work.
“Legal Requirements” means all applicable federal, state and local laws, codes, ordinances, 
rules, regulations, orders and decrees of any government or quasi-government entity having 
jurisdiction over a Project or Site, the practices involved In a Project or Site, or any Work.
"Liquidated Damages" means an amount Contractor will pay in compliance with Article 3.6.
"Maintenance Services" - as used in this Contract is defined in A.R.S. §34-101, as amended.
“Must”, “will" and "shall” as used in this Contract are mandatory.
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Contract No. 2026-089-COS
“Operations Services" - as used in this Contract is defined in A.R.S. §34-101, as amended.
“Owner Agent," “City's Agent" or "Owner Representative" see "City’s Senior Representative."
“Payment Request" means a form that is accepted by the City and used by Contractor in 
requesting progress payments or final payment and which will include any supporting 
documentation as is required by the Contract Documents or the City, and is based on a monthly 
estimate of the dollar value of the Work completed.
"Product Data" means illustrations, standard schedules, performance charts, instructions, 
brochures, diagrams and other information furnished by Contractor to illustrate materials or 
equipment for some portion of the Work.
"Professional Certification" - Professional certification is a designation which indicates that a 
person is qualified to perform a job or task. Professional certification can be trade certification or 
professional designation.
“Project Record Documents" means the documents created pursuant to Article 1.9.
"Project Record Drawing Prints” - Set of current design drawings used by construction contractor 
for reference during construction. These drawings are typically marked up during the construction 
process and are used to develop the subsequent As-Built Documents.
"Project Team" - Consists of the Design Professional, the Contractor, the Contract Administrator, 
the City's representatives and other stakeholders who are responsible for making decisions 
regarding the Project.
“Punch List" means those minor items of Work to be completed before Final Acceptance which 
do not prevent the Project from being used for the purpose for which it is intended and which will 
not prevent the issuance of a Certificate of Occupancy.
“Samples" means physical examples that illustrate materials, equipment, or workmanship 
representative of a part of the Work and which establish the standards by which that portion of 
the Work will be judged.
“Schedule of Values (SOV)" means the Document specified in the construction phase, which 
divides the Job Order Price into pay items, such that the sum of all pay items equals the Job Order 
Price for the construction phase Work, or for any portion of the Work having a separate specified 
Job Order Price. The SOV may or may not be output from the Progress Schedule depending on 
whether the Progress Schedule is cost-loaded or not.
"Shop Drawings” means drawings, diagrams, schedules and other data specially prepared for the 
Work by Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor 
to illustrate some portion of the Work.
“Site” means the land or premises on which a Job Order is located, Contractor will require all 
Subcontractors to include the street address of the Job Order in their contracts.
“Specifications” means those sections of the Contract Documents for the construction phase 
consisting of written technical descriptions of materials, equipment, construction systems,
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Contract No. 2026-089-COS
standards and workmanship as applied to the Work and certain applicable administrative details.
“Subcontractor" or "Subconsultant" means a person or firm having a direct contract with 
Contractor or any other person or firm having a contract with Contractor at any tier, who undertake 
to perform a part of the Work for which Contactor is responsible. All Subcontractors; 
Subconsultants and Suppliers must be selected in accordance with the subcontractor and major 
supplier selection provisions of this Contract.
“Substantial Completion" means when the Work, or when an agreed upon portion of the Work is 
sufficiently complete so that the City can occupy and use the Project or a portion of it for its 
intended purposes. This may Include, but is not limited to: (1) approval by the City Fire Marshall 
and local authorities (Certificate of Occupancy): (2) issuance of elevator permit; (3) demonstration 
to the City that all systems are in place, functional, and displayed to the City or its representative; 
(4) installation of all materials and equipment; (5) City review and acceptance of all systems; (6) 
City review and acceptance of draft O&M manuals and record documents; (7) City Operation and 
maintenance training completed; (8) HVAC test and balance completed [provide minimum 30 
days before projected substantial completion]; (9) completed landscaping and site work; and (10) 
final cleaning.
“Supplier” means a manufacturer, fabricator, supplier, distributor, material man or vendor having 
a direct contract with Contractor or any Subcontractor or Subconsultant to furnish materials or 
equipment to be incorporated in the in the Work by Contractor or any Subcontractor or 
Subconsultant.
“Work" means the entire completed Jop Order or the various separately identifiable parts of the 
Job Order, required to be furnished in accordance with the Contract Documents. Work includes 
and is the result of performing or furnishing labor and furnishing and incorporating materials, 
resources and equipment into the Job Order, and performing or furnishing services and 
documents as required by the Contract Documents.
[END OF TEXT- SIGNATURE PAGE TO FOLLOW]
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Contract No. 2026-089-COS
CITY OF SCOTTSDALE, ARIZONA 
CONTRACT NO. 2026-089-COS 
_______  CONTRACT
THE CITY OF SCOTTSDALE, by its Mayor and City Clerk have subscribed their names this 
_____day of_____________________ 2026.
CITY OF SCOTTSDALE,
an Arizona municipal corporation
CONTRACTOR:
McCarthy Building Companies, Inc., 
a Missouri corporation
By:
Lisa Borowsky, Mayor 
ATTEST:
By:_
Name:
Title:
Ben Lane, City Clerk 
REVIEWED BY:
Melanie Gibson
City Contract Administrator
Jenn Myers, MPA. CPPO, NIGP-CPP, CPPB 
Purchasing Director
Alison Tymkiw, Senior Director - City Engineer
George Woods
Safety & Risk Management Director
APPROVED AS TO FORM: 
OFFICE OF THE CITY ATTORNEY
Lui«^. Santaella, City Attorney
By: Lydia Tulin, Assistant City Attorney
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Contract No. 2026-089-GOS
EXHIBIT A
STATUTORY PERFORMANCE BOND 
PURSUANT TO TITLE 34, CHAPTER 6,
OF THE ARIZONA REVISED STATUTES 
(Penalty of this bond must be 100% of the Contract Amount)
KNOW ALL MEN BY THESE PRESENTS:
That, __________________________  (hereinafter called the Principal) as Principal, and
________________________ , a corporation organized and existing under the laws of the State of
_______________ with its principal office in the City of______________ . (hereinafter calied
the Surety), as Surety, are held and firmly bound unto the City of Scottsdale, County of Maricopa, State of
Arizona in the amount of________________________ Dollars ($__________), for the payment
whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors 
successors and assigns, jointly and severally, firmly by these presents.
WHEREAS, the Principal has entered into a certain written contract with the City of Scottsdale, dated the
__^ day of ______________, 20__ , for Bid No. (bid number). Project No. (project number), (project
name), which contract is hereby referred to and made a part hereof as fully and to the same extent as if 
copied at length herein.
NOWTHEREFORE, the condition of this obligation is such, that if the Principal faithfully performs and fulfills 
all of the undertakings, covenants, terms, conditions and Contracts of the contract during the original term 
of the contract and any extension of the contract, with or without notice to the surety, and during the life of 
any guaranty required under the contract, and also performs and fulfills all of the undertakings, covenants, 
terms, conditions and Contracts of all duly authorized modifications of the contract that may hereafter be 
made, notice of which modifications to the surety being hereby waived, the above obligation is void, 
Otherwise it remains in full force and effect.
PROVIDED HOWEVER, that this Bond is executed pursuant to the provisions of Title 34, Chapter 6, 
Arizona Revised Statutes, and all, liabilities on this Bond will be determined in accordance with the 
provisions of Title 34, Chapter 6, Arizona Revised Statutes, to the extent as if it were copied at length in 
this Contract. The prevailing party in a suit on this bond will recover as part of the judgment reasonable 
attorney fees that may be fixed by a Judge of the Court. The performance under this bond is limited to the 
construction to be performed under the contract and does not include any design services, preconstruction 
services, financial services, maintenance services, operations services or any other related services 
included in the contract.
WITNESS our hands the
day of.
20_
PRINCIPAL
BY:
SURETY
(SEAL)
AGENCY OF RECORD
AGENCY ADDRESS
(Revised Aug.2024)
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Contract No. 2026-089-COS
EXHIBIT B
STATUTORY PAYMENT BOND
PURSUANT TO TITLE 34. CHAPTER 6.
OF THE ARIZONA REVISED STATUTES
(Penalty of this bond must be 100% of the Contract Amount)
KNOW ALL MEN BY THESE PRESENTS:
That,
_____________________  (hereinafter called the Principal), as Principal, and
___________________________ a corporation organized and existing under the laws of the
State of______■ 
. with its principal office in the City of________ __________
(hereinafter called the Surety), as Surety, are held and firmly bound unto the City of Scottsdale,
County of Maricopa, State of Arizona, in the amount of________________________Dollars
($________ ____), for the payment whereof, the said Principal and Surety bind themselves,
and their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by 
these presents.
WHEREAS, the Principal has entered into a certain written contract with the City of Scottsdale
dated the____ day of_________________ , 20__ , for Bid No. (bid number). Project No.
(project number), (project name), which contract is hereby referred to and made a part hereof as 
fully and to the same extent as if copied at length herein.
NOW, THEREFORE, the condition of this obligation is such that if the Principal promptly pays all 
monies due to all persons supplying labor or materials to the Principal or the Principal's 
subcontractors in the prosecution of the work provided for in the contract, this obligation is void. 
Otherwise it remains in full force and effect.
PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Title 34, Chapter 
6, of the Arizona Revised Statutes, and all liabilities on this bond will be determined in accordance 
with the provisions, conditions and limitations of Title 34, Chapter 6, Arizona Revised Statutes, to 
the same extent as if they were copied at length in this Contract.
The prevailing party in a suit on this bond will recover as a part of the judgment reasonable 
attorney fees that may be fixed by a Judge of the Court,
WITNESS our hands the
. day of.
20__ .
PRINCIPAL
BY:
SURETY (SEAL)
AGENCY OF RECORD
AGENCY ADDRESS
(Revised Aug.2024)
Page 1 of 1

Contract No. 2026-089-COS
EXHIBIT C
CONTRACTOR E-VERIFY COMPLIANCE WARRANTY
Contract Title/Number ("Contract”):. 
Contractor (Legal Name): ________
E-Verify Company ID#: 
-______
Date of Enrollment:____________ _
The undersigned contractor ("Contractor”) hereby represents, warrants, and certifies to the City 
of Scottsdale that:
□ The Contractor has employees that will be providing services within the State of Arizona and
agrees with the following:
1. The Contractor complies with all federal immigration laws.
2. The Contractor is registered with and actively uses the federal E-Verify system to verify 
employrnent eligibility of all newly hired employees in Arizona, as required by Arizona Revised 
Statutes §41-4401 and § 23-214(A).
3. The Contractor does not employ unauthorized aliens for the performance of services related to 
the Contract.
4. The Contractor shall retain records demonstrating E-Verify compliance and will produce such 
records upon request from the City.
5. The Contractor will require all subcontractors who perform work under the Contract within the 
State of Arizona to comply with these requirements.
□ The Contractor and any of its subcontractors do not have employees within the State of
Arizona or employees thatvyill be providing services for the Contract in the State of Arizona.
A breach of this warranty is considered a material breach of contract, subject to penalties up to and 
including termination of the contract. The undersigned represents and warrants that he or she is duly 
authorized to execute this warranty on behalf of Contractor.
Contractor (Legal Name):.
Authorized Representative Signature:,
Name:_______________________
Title:_________________________
Date:________________________
Last Updated: April 7, 2026
Page 1 of 1

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CITY OF SCOTTSDALE
JOB ORDER CONTRACT
SOLICITATION NO. 26RFSQ025 
CONTRACT NO. 2026-090-COS
(Revised .5.6.2026) 
19183313
ATTACHMENT 5

Contract No. 2026-090-COS
TABLE OF CONTENTS
RECITALS.......... .................................................................................................. ............ 1
ARTICLE 1 - CONTRACTOR’S SERVICES AND RESPONSIBILITIES..................................1
ARTICLE 2 - CITY'S SERVICES AND RESPONSIBILITIES ...... ....................17
ARTICLE 3 - CONTRACT TIME AND JOB ORDER TIME......................... ................... 20
ARTICLE 4- CONTRACT PRICE AND JOB ORDER PRICE...... 
..................... ......23
ARTICLE 5 - CHANGES TO THE CONTRACT PRICE AND TIME....... 
.................. ...... 24
ARTICLE 6 - PROCEDURE FOR PAYMENT.............................. ....... ...................... 30
ARTICLE 7 - CLAIMS AND DISPUTES..............................................................................33
ARTICLE 8 - SUSPENSION, TERMINATION AND CANCELLATION...................................35
ARTICLE 9 - INSURANCE AND BONDS............................................................................ 39
ARTICLE 10 - INDEMNIFICATION .....................................................................................46
ARTICLE 11 - GENERAL PROVISIONS....... ....................................................................47
ARTICLE 12 - DEFINITIONS.......... ........................................................................ .......... 61
EXHIBIT A - STATUTORY PERFORMANCE BOND
EXHIBIT B - STATUTORY PAYMENT BOND
EXHIBIT C - CONTRACTOR E-VERIFY COMPLIANCE WARRANTY
(Revised 5.6:2026)
I

Contract No. 2026-090-008
CITY OF SCOTTSDALE 
SOLICITATION NO. 26RFSQ025 
CONTRACT NO. 2026-090-COS
THIS CONTRACT, ("ConlraGl") is entered into this
day of
2026.
(“Effective Date") between the City of Scottsdaie, an Arizona municipai corporation (the “City")
and Summa Mechanical Contractors, Inc., an Arizona corporation (the ''Contractor").
RECITALS
A. 
The Mayor of the City of Scottsdaie, Arizona, is authorized and empowered by the 
provisions of the City Charter to execute contracts for construction and related services.
B. 
The City intends to contract for construction and related services with Contractor for one 
or more individual Job Orders.
C. 
Contractor has represented to the City the ability to provide or procure the required 
construction and related services and, based on this representation, the City engages 
Contractor for these services.
FOR AND IN CONSIDERATION of the mutual covenants and considerations contained in this 
Contract, it is agreed by the City and Contractor as follows:
ARTICLE 1 - CONTRACTOR'S SERVICES AND RESPONSIBILITIES 
1.1. GENERAL SERVICES
A. 
Contractor will furnish any and all labor, materials, equipment, transportation, 
utilities, services and facilities specified in the individual Job Order for which it is 
issued a Job Order Notice-to-Proceed for Work in accordance with this Contract. 
The City may determine it is in its best interest to furnish materials and equipment 
for an individual Job Order in accordance with the Job Order.
B. 
The Work will be performed in a good, workmanlike and substantial manner and 
to the satisfaction of the City Engineer and under the monitoring of the City 
Engineer, or designee, with the care and skill of a qualified contractor in Scottsdale, 
Arizona.
1. Minor design services may be required for some Job Orders. For those 
Job Orders that may require minor design services. Contractor will seek 
the services of an Arizona registered architect or engineering professional 
to prepare plans for permitting. The procurement of minor design services 
will be In accordance with the City's procurernent procedures and code. If 
the services of a design professional are used, the design professional 
must maintain at least $1,000,000 Professional Liability Coverage.
2. All documents prepared by Contractor are subject to review by the City. 
Review by the City is for the benefit of the City only, is not intended to be 
for the benefit of any other person and does not relieve Contractor from the 
professional liability associated with the documents they have prepared.
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Contract No. 2026-090-COS
3. Contractor’s Representative shall be reasonably available to the City and 
will have the necessary expertise and experience required to supervise the 
Contract Services. A Contractor's Representative will be assigned for each 
Job Order. Contractor’s Representative will communicate regularly with the 
City and will be vested with the authority to act on behalf of Contractor,
C. The City is a member of SAVE cooperative purchasing group. SAVE includes the 
State of Arizona, Maricopa County, many Phoenix metropolitan area 
municipalities, and many K-12 unified school districts. Under SAVE Cooperate 
Purchasing Agreement, and with the concurrence of successful Respondents 
under this solicitation, a member of SAVE may access a contract resulting from 
this solicitation issued by the City. By signing the JOC Contract, Contractor agrees 
to allow other SAVE members the ability to purchase their needs and "use" this 
contract for JOC requirements.
1.2. GOVERNMENT APPROVALS AND PERMITS
A. 
Unless othenvise provided. Contractor will obtain or assist the City in obtaining all 
necessary permits, approvals and licenses required for the prosecution of the Work 
from any government or quasi-government entity having jurisdiction over the 
Project. Contractor is responsible for obtaining payment for the necessary 
environmental permits or file the necessary environmental notices.
B. 
Copies of these permits and notices must be provided to the City's Representative 
before starting the permitted activity. This provision does not constitute an 
assumption by the City of an obligation of any kind for violation of the permit or 
notice requirements.
C. 
The City is responsible for the City of Scottsdale review and permit(s) fees for 
building and demolition permits. The City will pay City review fees for grading and 
drainage, water, sewer, storm water management, and landscaping. The City will 
also pay for City utility design fees for permanent services.
D. 
Contractor is responsible for all other permits and review fees not specifically listed 
in Article 1.2(C) above.
E. 
Contractor is responsible for the cost of construction-related water meter(s), water 
and sewer taps, fire lines and taps, and all water bills on the project meters until 
Substantial Completion of the Project. Arrangements for construction water will be 
Contractor's responsibility. Construction water does not include "test water” 
required to complete new water line pressure tests.
F. 
The M.A.G. Standard Specification 107.12 is modified to read as follows: 
“Contractor, at its own expense, is responsible for the acquisition of any necessary 
temporary easements for construction purposes, storage, maintenance, and 
refuse haul-off as indicated upon the plans, which are required in addition to 
existing easements or rights-of-way secured by the City."
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Contract No. 2026-090-COS
1.3. PRE-CONSTRUCTION CONFERENCE
A. 
After issuance of a Job Order and before the commencement of any Work on any 
individual Job Order, a pre-construction conference may be scheduled.
B. 
The purpose of this conference is to establish a working relationship between 
Contractor, design firms, utility firms, and various City departments. The agenda 
will include critical elements Of the work schedule, submittal schedule, level of 
Record Drawings required, cost breakdown of major iump sum items, payment 
application and processing, coordination with the utiiity firms involved, and 
emergency telephone numbers for all representatives invoived in the course of 
construction.
C. 
At a minimum, attendees wiii inciude Contractor Representative, who is authorized 
to execute and sign documents on behalf of the firm, the job superintendent, and 
Contractor's safety officer.
D. 
The Job Order Notice-to-PrOceed date will be established.
E. 
Contractor will provide a Baseline Project Schedule indicating duration, manpower 
and equipment resources required to complete all major Work activities. The City 
and Design Team will review and comment on the Baseline Project Schedule. 
Contractor will revise the Baseline Project Schedule to the satisfaction of the City’s 
Representative. No work will begin until the City accepts the Baseline Project 
Schedule.
F. 
Contractor will submit a Schedule of Values based on the work and bids accepted 
from selected Subcontractors. These values will reflect the actual labor time, 
materials, profit and overhead for the Work or in accordance with Contractor’s price 
book.
1.4. CONTROL OF THE WORK
Contractor will properly guard and protect all partially finished work and will be 
responsible for the Work until the entire Job Order is completed and accepted by the 
City. Any payment for completed portions of the Work will not release Contractor from 
this responsibility: however, it will turn over the entire Work in full compliance with the 
specifications or Job Order before final settlement is made. In case of suspension of 
the Work fOr any cause whatever. Contractor is responsible for the Project and will take 
all precautions necessary to prevent damage to the Project and will erect any necessary 
temporary structures, signs, or other facilities at no cost to the City.
A. 
After all Work under the Job Order is completed. Contractor will remove all loose 
concrete, lumber, wire, reinforcing, debris and other materials not incorporated in 
the Work from the site of the Project.
B. 
Unless the Job Order states that it is the responsibility of the City or a separate 
contractor. Contractor will provide through itself or its Subcontractors the 
necessary supen/ision, labor, inspection, testing, start-up, material, equipment, 
machinery, temporary utilities, other temporary facilities, temporary fencing, roll­
offs, and dust control to permit Contractor to complete the Work consistent with
(Revised 5.6.2026) 
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Contract No. 2026-090-COS
the Job Order.
C. 
Contractor will perform all construction activities efficiently and with the requisite 
expertise, skill and competence to satisfy the requirements of the Job Order. 
Contractor will at all times exercise complete and exclusive control over the means, 
methods, sequences and techniques of construction.
D. 
Survey stakes and marks required for the completion of the construction shown on 
the plans and described in the specifications will be furnished by Contractor.
E. 
Contractor, its designee or Contractor's Superintendent will be present at the Work 
at all times that construction activities are taking place.
1. All elements of the Work, such as concrete work, pipe work, etc., will be 
under the direct supervision of a foreman or his/her designated 
representative on the Site who will have the authority to take actions 
required to properly carry out that particular element of the Work,
2. In the event of noncompliance with Article 5.1, the City may require 
Contractor to stop or suspend the Work in whole or in part.
F. 
Where the Job Order requires that a particular product be installed or applied by an 
applicator approved by the manufacturer, it is Contractor’s responsibility to ensure 
the Subcontractor employed for that portion of the Work is pre-approved by the 
manufacturer.
G. 
Before ordering materials for or doing the Work, Contractor and each 
Subcontractor will verify measurements at the Site and will be responsible for the 
correctness of these measurements. No extra charge or compensation will be 
allowed because of differences between actual dimensions and the dimensions 
indicated on the drawings; differences, which may be found, will be submitted to 
the City for resolution before proceeding with the Work.
H. 
Contractor will take field measurements and verify field conditions and carefully 
compare these field measurements, conditions and other information known to 
Contractor with the Job Order before starting activities. Errors, inconsistencies or 
omissions discovered will be immediately reported to the City.
I. 
Contractor will establish and maintain all building and construction grades, lines, 
levels, and benchmarks, and will be responsible for the accuracy and protection of 
these items. This portion of the Work will be performed or supervised by an Arizona 
licensed civil engineer or surveyor.
J. 
Any person employed by Contractor or any Subcontractor who, in the opinion of the 
City, does not perform his/her portion of the Work in a proper, skillful and safe 
manner or is intemperate or disorderly will, at the written request of the City, be 
removed from the Work by Contractor or Subcontractor employing this person, and 
will not be employed again in any portion of the Work without the written approval of 
the City. Contractor or Subcontractor will hold the City harmless from damages or 
claims, which may occur in the enforcement of this Article.
(Revised 5.6.2026) 
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Contract No. 2026-090-COS
K. 
Contractor assumes responsibility for the proper performance of the Work of 
Subcontractors and any acts and omissions in connection with this performance. 
Nothing in the Contract Documents is intended or considered to create any legal 
or contractual relationship between the City and any Subcontractor or Sub- 
Subcontractor, including but not limited to any third-party beneficiary rights.
L. 
Contractor will coordinate the activities of all Subcontractors. If the City performs 
other work on the Project or at the Site with separate contractors under the City’s 
control, Contractor agrees to reasonably cooperate and coordinate its activities 
with those of the separate contractors so that the Project can be completed in an 
orderly and coordinated manner without unreasonable disruption.
M. 
On a daily basis. Contractor will prepare a Contractor's Daily Report. The City’s 
CPM Project Inspector or the Public Works Project Coordinator will provide a 
sample report format to Contactor. The report will detail the activities that took 
place during the course of the day, all equipment utilized and the number of hours 
operated, and all personnel on the Site including Subcontractors. Unless 
otherwise arranged, the Daily Reports will be submitted on a daily basis to the 
City’s CPM Inspector or the Public Work’s Project Coordinator. The Daily Reports 
will also be made available to the City’s Representative upon request. Failure to 
provide Daily Reports as arranged or requested above will result in the retention 
of monthly progress payments until the Reports are brought up to date.
N. 
In the event of noncompliance with this Article 1.4, the City may require Contractor 
to stop or suspend the construction in whole or in part. Any suspension due to 
Contractor’s noncompliance will not be considered a basis for an increase in the 
Job Order Price or extension of the Job Order Time.
1.5. CONTROL OF THE WORK SITE
A. 
Throughout all phases of construction, including any suspension of the Work, 
Contractor will keep the Site reasonably free from debris, trash and construction 
wastes to permit Contractor to perform its construction services efficiently, safely 
and without interfering with the use of adjacent land areas. Upon Substantial 
Completion of the Work, or a portion of the Work, Contractor will remove all debris, 
trash, construction waste, materials, equipment, machinery and tools arising from 
the Work or applicable portions of it to permit the City to occupy the Project or a 
portion of the Project for its intended use.
B. 
Dust Control. Contractor will take whatever steps, procedures or means required 
to prevent abnormal dust conditions due to his construction operations in 
connection with this Contract. The dust control measures will be maintained at all 
times during construction of the Project(s) to the satisfaction of the City in 
accordance with the requirements of the Maricopa County Health Department Air 
Pollution Control Regulations and City of Scottsdale Supplement to M.A.G. 
Standard Specifications together with applicable provisions of Federal and State 
Law.
C. 
Dust Control Coordinator. Subject to the requirements or exemptions contained 
A.R.S. §49-474.05, as amended. Contractor shall comply with the training, 
permitting, and Dust Control Coordinator requirements applicable to the Site and
(Revised 5.6.2026) 
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Contract No, 2026-090-COS
the Project. The Dust Control Coordinator must have full authority to ensure that 
dust control measures are implemented at the Site, including authority to conduct 
inspections, deploy dust suppression resources, and modify or shutdown activities 
as needed to control dust. The Dust Control Coordinator must be responsible for 
managing dust prevention and dust control on the Site, including the use of leaf 
blowers and street sweeping equipment. The Dust Control Coordinator must have 
a valid Dust Training Certification Identification Card readily accessible on the Site 
while acting as the Dust Control Coordinator.
A Subcontractor who is engaged in dust generating operations at a Site that is 
subject to a Dust Control Permit issued by a County Control Officer and that 
requires the control of PM-10 emissions from dust generating operations must 
register with the County Control Officer. The Subcontractor must have its 
registration number readily accessible on the Site while conducting any dust 
generating operations.
D. 
Storage on Site. Only materials and equipment, which are to be used directly in 
the Work, will be brought to and stored on the Site by Contractor. When equipment 
is no longer required for the Work, it will be removed promptly from the Site. 
Protection of construction materials and equipment stored at the Site from weather, 
theft, damage and all other adversity is solely the responsibility of Contractor.
E. 
Waste Products. Contractor is responsible for the cost to dispose of all waste 
products including excess earth material which will not be incorporated into the 
Work under this Contract. The waste product referred to will become the property 
of Contractor. Contractor will provide for the legal disposal at an appropriate off­
site location for all waste products, debris, etc., and will make necessary 
arrangements for its disposal. Any disposal/dumping of waste products or unused 
materials will conform to applicable Federal, State and Local Regulations.
F. 
Contractor will supervise and direct the Work. Contractor will be solely responsible 
for the means, methods, techniques, sequences and procedures of construction, 
Contractor will employ and maintain on the Site a qualified supervisor or 
superintendent who will have been designated in writing by Contractor as 
Contractor's Representative. The Contractor’s Representative will have full 
authority to act on behalf of Contractor and all communications given to the 
Representative wi|l be as binding as if given to Contractor. The Representative 
will be present on the Site at all times as required to perform adequate supervision 
and coordination of the Work. Where appropriate all Provisions of M.A.G,, Section 
105.5, will be applicable.
G. 
Abnormal Weather. In the event of abnormal weather conditions, such as 
windstorms, rainstorms, etc.. Contractor will immediately inspect the Work and Site 
and take all necessary actions to insure public access and safety are maintained.
H. 
Damage to Property at the Site. Contractor will be responsible for any and all 
damage or loss to property at the Site, except to the extent caused by the acts or 
omissions of the City or its representatives, employees or agents and not covered 
by insurance. The costs and expenses incurred by Contractor under this Article 
will be paid as a Cost of the Work to the extent that these costs and expenses are 
in excess of or are not covered by required insurance, and to the extent of any
(Revised 5.6.2026) 
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Contract No. 2026-090-COS
deductibles, but they will not increase the Job Order Price.
I. 
Damage to Property of Others. Contractor will avoid damage, as a result of 
Contractor's operations, to existing sidewalks, curbs, streets, alleys, pavements, 
utilities, adjacent property, the work of separate contractors and the property of the 
City. Contractor will repair any damage caused by the operations of Contractor, 
and these costs will be paid as a Cost of the Work to the extent that the costs and 
expenses are in excess of or are not covered by required insurance, and to the 
extent of any deductible, but they will not increase the Job Order Price.
J. 
Failure of Contractor to Repair Damage. Within ten (10) days written notice to 
Contractor by the City, if Contractor fails to commence the repair of damage to 
property as provided in Articles 1.5(H) and 1.5(1), and diligently pursue the repair, 
then the City may elect to repair the damages at its own expense and to deduct 
from payments due or to become due to Contractor, amounts paid or incurred by 
the City in correcting the damage (provided Contractor has not commenced such 
repair during the 10 day notice period).
1.6. SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
A. 
Shop Drawings, Product Data, Samples and similar submittals are not Contract 
Documents. The purpose of their submittal is to demonstrate for those portions of 
the Work for which submittals are required the way Contractor proposes to 
conform to the information given and the design concept expressed in the Contract 
Documents. Contractor will review, approve and verify that all submittals meet the 
intent of the Contract Documents.
B. 
Three (3) copies of each Shop Drawing, Product Data, Sample, and similar 
submittals required by the Contract Documents will be delivered to the City in 
compliance with the approved schedule so as to cause no delay in the Work or in 
the activities of the City or of separate contractors. Submittals made by Contractor, 
which are not required by the Contract Documents, may be returned without 
action.
C. 
Contractor will perform no portion of the Work requiring submittal and review of 
Shop Drawings, Product Data, Samples, or similar submittals until the respective 
submittal has been approved by the City. All Work will be in compliance with 
approved submittals. Contractor will not be relieved of responsibility for any errors 
or omissions in Shop Drawings, Product Data, Samples, or similar submittals by 
the City's approval. Deviation from the original specifications will be specifically 
noted on the submittal to the City and the City will be allowed seven (7) days to 
approve or reject any deviations.
D. 
By approving, verifying and submitting Shop Drawings, Product Data, Samples 
and similar submittals. Contractor represents that Contractor has determined and 
verified materials, field measurements and field construction criteria, or will do so, 
and has checked and coordinated the information contained within the submittals 
with the requirements of the Work and of the Job Order.
E. 
Contractor will not be relieved of responsibility for deviations from requirements of 
the Job Order by the City's approval of Shop Drawings, Product Data, Samples or
(Revised 5.6.2026) 
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Contract No. 2026-090-COS
similar submittals unless Contractor has specifically informed the City in writing of 
the deviation at the time of submittal and the City has given written approval to the 
specific deviation. Contractor will not be relieved of responsibility for errors or 
omissions in Shop Drawings, Product Data, Samples, or similar submittals by the 
City’s approval.
F. 
Contractor will direct specific attention, in writing or on resubmitted Shop Drawings, 
Product Data, Samples, or similar submittals, to revisions other than those 
requested by the City on previous submittals.
G. 
Informational submittals upon which the City is not expected to take responsive 
action may be so identified in the Contract Documents.
H. 
When professional certification of performance criteria of materials, systems or 
equipment is required by the Job Order, the City will be entitled to rely upon the 
accuracy and completeness of the calculations and certifications.
1.7. QUALITY CONTROL, TESTING AND INSPECTION
A. Inspection. The City's Inspectors may be stationed on the Site to report to the 
City’s Representative, or designee, as to the progress of the Work. The City’s 
Representative, or designee, may also report as to the manner in which the Work 
is being performed and report whenever it appears that material furnished or Work 
performed by Contractor fails to fulfill the requirements of the specifications, this 
Contract or the Job Order. The Inspector may direct the attention of Contractor to 
any failure or infringement but this inspection will not relieve Contractor from any 
obligation to furnish acceptable materials or to provide completed construction that 
complies with the Contract or the Job Order in every way. The Inspector is for the 
purpose of assisting the City's Representative and should not be confused with an 
Inspector with a City regulatory agency or with an inspector from a laboratory under 
Article 1.8.
B. 
In case of any dispute arising between the Inspector and Contractor as to material 
furnished or the manner of performing the Work, the Inspector will have the 
authority to reject materials or suspend the Work until the question and issue can 
be referred to and decided by the City. Inspectors are not authorized to revoke, 
alter, enlarge, relax, or release any requirements of the specifications. Inspectors 
will in no case act as foremen or perform other duties for Contractor or interfere 
with the management of the Work by Contractor.
C. 
Inspection or supen/ision by the City’s Representative, or designee, will not be 
considered as direct control of an individual worker or the Work. The direct control 
will be solely the responsibility of Contractor.
D. 
The furnishing of these services for the City will not make the City responsible for 
or give the City control over construction means, methods, techniques, sequenced 
procedures or for safety precautions or programs or responsibility for Contractor’s 
failure to perform the Work in compliance with the Contract Documents.
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Contract No. 2026-090-COS
1.8. MATERIALS TESTING
All materials used in the Work will be new and unused, unless otherwise noted, and will
meet all quality requirements of the Job Order.
A. 
All construction materials to be used on the Work or incorporated into the Work, 
equipment, plant, tools, appliances or methods to be used in the Work may be 
subject to the inspection and approval or rejection of the City. Any materials 
rejected by the City will be removed immediately and replaced in a manner 
acceptable to the City without increasing the Job Order Price,
B. 
The procedures and methods used to sample and test material will be determined 
by the City. Unless otherwise specified, samples and tests will be made in 
compliance with the following: The City of Scottsdale Minimum Sampling 
Frequency Guide, the City of Scottsdale Material Testing Manual and the standard 
methods of AASHTO or ASTM, DSPM and MAG supplements.
C. 
The City will select a pre-qualified City or Independent Testing Laboratory and will 
pay for initial City Acceptance Testing.
1. When the first and subsequent tests indicate noncompliance with the Job 
Order, the cost associated with that noncompliance will be incurred by 
Contractor without increasing the Job Order Price.
2. When the first and subsequent tests indicate noncompliance with the Job 
Order, all retesting will be performed by the same testing agency. The cost 
associated with the noncompliance will be incurred by Contractor without 
increasing the Job Order Price.
3. Contractor will cooperate with the selected testing laboratory and all others 
responsible for the testing and inspecting of the Work and will provide them 
access to the Work at all times.
D. 
At the option of the City, materials may be approved at the source of supply before 
delivery is started.
E. 
Code compliance testing and inspections required by codes or ordinances, or by 
a plan approval authority, and which are made by a legally constituted authority, 
will be incurred by Contractor without increasing the Job Order Price, unless 
otherwise provided in the Job Order.
F. 
Contractor's convenience and quality control testing and inspections will be the 
sole responsibility of Contractor and incurred by Contractor without increasing the 
Job Order Price.
G. 
All soils and materials testing will be performed and paid for by the City. The City 
will order tests and distribute test results for all construction areas. The City will 
be responsible for ordering testing and will distribute test results within 24 hours of 
receipt.
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Contract No. 2026-090-COS
1.9. PROJECT RECORD DOCUMENT/AS BUILTS
A. 
During the construction period, Contractor will maintain at the Site a set of Blueline 
or Blackline Prints of the Construction Document drawings and Shop Drawings for 
Project Record Document purposes.
1. Contractor will mark these drawings to indicate the actual installation where 
the installation varies appreciably from the original Construction 
Documents. Contractor will give particular attention to information on 
concealed elements, which would be difficult to identify or measure and 
record later. Items required to be marked include but are not limited to;
Dimensional changes to the drawings;
Revisions to details shown on drawings;
Depths of foundations below first floor;
Locations and depths of underground utilities;
Revisions to routing of piping and Conduits;
Revisions to electrical Circuitry;
Actual equipment locations;
Duct size and routing;
Locations of concealed internal utilities;
Changes made by Adjustment; and 
Details not on original Contract Drawings.
2. Contractor will mark completely and accurately Project Record Documents, 
prints of Construction Documents or Shop Drawings; whichever is the most 
capable of indicating the actual physical condition. Where Shop Drawings 
are marked, show cross-reference on the Construction Documents 
location.
3. Contractor will mark sets of Project Record Drawings Prints with red 
erasable colored pencil.
4. Contractor will note Request for Information (RFI) Numbers, American 
Standards Institute (ASI) Numbers and Adjustment Numbers, etc., as 
required to identify the source of the change to the Construction 
Documents.
5. Contractor will at the time of Substantial Completion, submit Project Record 
Drawing Prints and Shop Drawings to the City or its representative for 
review and comment.
B. 
Immediately upon receipt of the reviewed Project Record Drawings from the City, 
Contractor will correct any deficiencies or omissions to the drawings and prepare 
the following for submission to the City:
1. A complete set of PDF electronic files of all Project Record Drawing 
prepared in Microstation format compatible with City of Scottsdale CADD 
requirements. If a Design Professional is contracted with, the Design 
Professional will provide files of the original Construction Documents to
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Contract No. 2026-090-COS
j
Contractor for use in preparing these final Project Record Documents, or 
Contractor may contract with the Design Professional to revise and update 
the electronic drawing files. Each drawing will be clearly marked with “As- 
Built Document” and shall be certified by an Arizona Registered Land 
Surveyor.
2. A complete set of As-Built reproducible mylars from the final Microstation 
drawings and an electronic pdf file on CD are required.
3. The original copy of the Project Record Drawings with redline mark-ups.
1.10. PROJECT SAFETY
A. 
The Occupational Safety and Health Act (OSHA) and the City of Scottsdale loss 
control procedures are the minimum standard for safety and environmental 
protection and must be fully complied with at all times. Al( Work will be performed 
in compliance with all applicable federal, state and local laws, ordinances, statutes, 
rules and regulations including ADOSH policies and procedures. Contractor may 
be required to attend a City safety briefing session at the pre-construction meeting. 
The session will be attended by the Contract Administrator, the designated Risk 
Management staff, and a Contractor’s Representative. Contractors that violate the 
aforementioned rules and regulations may be subject to job shutdown and or 
removal from City facilities.
B. 
The Risk Management Division makes available a packet which contains the City’s 
OSHA compliance guidelines, emergency evacuation, the City’s safety and health 
plan, and other safety information.
C. 
Contractor will conduct tailgate safety meetings regularly to ensure that safety on 
the job is given priority.
D. 
Contractor will contact the City’s Representative and the Risk Management 
Division within twenty-four (24) hours of the occurrence of an accident or injury 
arising out of Contractor’s Work under this Contract.
E. 
Contractor employees are encouraged to abate or remedy any unsafe act or 
condition, which may arise in the course of Contractor’s Work under this Contract.
F. 
The City reserves the right to conduct safety audits at the Site and stop unsafe 
acts at any time. In addition, the City will be notified within four (4) hours should 
any OSHA inspection occur at a Site.
G. 
Contractor recognizes the importance of performing the Work in a safe manner so 
as to prevent damage, injury or loss to:
1. All individuals at the Site, whether working or visiting;
2. The Work, including materials and equipment incorporated into the Work 
or stored on-Site or off-Site; and
3. All other property at the Site or adjacent to the Site.
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H. 
Contractor assumes responsibility for implementing and monitoring all safety 
precautions and programs related to the performance of the Work.
I. 
Contractor will, before commencing construction, designate a Safety 
Representative with the necessary qualifications and experience to supervise the 
implementation and monitoring of ail safety precautions and programs related to 
the Work. Unless otherwise required by the Contract Documents, Contractor’s 
Safety Representative will be an individual stationed at the Site who may have 
responsibilities on the Project in addition to safety.
J. 
Contractor must provide OSHA 300A Summary log information including total 
recordable cases, total case rates, and lost workday incident rates for the past two 
(2) calendar years. The Safety Representative shall make routine daily 
inspections of the Site and shall hold weekly safety meetings with Contractor’s 
personnel, Subcontractors and others as applicable.
K. 
Contractor will immediately report in writing any safety-related injury, loss, damage 
or accident arising from the Work to City’s Representative and, to the extent 
mandated by Legal Requirements, to all government or quasi-governmental 
authorities having jurisdiction over safety-related matters involving the Project or 
the Work.
L. 
Contractor’s responsibility for safety under this Article 1.10 is not intended in any 
way to relieve Subcontractors and Sub-Subcontractors of their own contractual 
and legal obligations and responsibility for:
1. Complying with all Legal Requirements, including those related to health 
and safety matters; and
2. Taking all necessary measures to implement and monitor all safety 
precautions and programs to guard against injury, losses, damages or 
accidents resulting from their performance of the Work.
M. Contractor and Subcontractors must agree to provide Material Safety Data Sheets 
for all substances that are delivered to the City of Scottsdale, that come under the 
Occupational Safety and Health Administration Toxic and Hazardous Substances 
- Hazard Communication Standard, 29 CFR 1910.1200 Hazard Communication 
(reference Occupational Safety and Health Standards, Subpart Z Toxic and 
Hazardous Substances - Hazardous Communication Standard).
All Contractors and all Subcontractors using chemicals on City of Scottsdale 
property shall use only the safest chemicals, with the least harmful ingredients. 
These chemicals shall be approved for use by a City of Scottsdale representative 
before bringing them on the property.
Contractor and all Subcontractors shall make every attempt to apply approved 
chemicals with highly volatile organic compounds, outside of working hours. 
Adequate ventilation will be used at all times during the application of these 
approved chemicals.
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In conjunction with the Occupational Safety and Health Standards, Subpart Z Toxic 
and Hazardous Substances - Hazard Communication Standard, 29 CFR 
1910.1200 Hazard Communication, Contractor and Subcontractors are informed 
of the presence of (or possible presence of) chemicals in the area where the Work 
requested will be performed. It is the responsibility of Contractor or all selected 
Subcontractors to contact the City of Scottsdale for specific information relative to 
the type of chemicals present and location of appropriate Material Safety Data 
Sheets.
Unless included in the Work, if Contractor encounters onsite material which he 
reasonably believes to contain asbestos, polychlorinated biphenyl (PCS), or other 
hazardous substances or materials regulated by Public Health Laws, it will 
immediately stop Work and report the condition to the City.
If the material is found to contain asbestos, PCB or other hazardous substances 
or materials regulated by Public Health Laws, Contractor will not resume Work in 
the affected area until the material has been abated or rendered harmless. 
Contractor and the City may agree, in writing, to continue Work in non-affected 
areas onsite. An extension of the Contract Time may be granted as provided in 
Article 5.
1.11. WARRANTY
A. 
Contractor warrants that any material or service supplied to the City shall fully 
conform to all requirements of this Contract and all representations of the 
Contractor, and shall be fit for all purposes and uses required by this Contract. The 
materials and services supplied under this Contract shall comply with all applicable 
federal, state and local laws, and the Contractor shall maintain all applicable 
licenses and permits.
B. 
The provisions of M.A.G., Section 108.8 will apply with the following additional 
requirements:
1. Should Contractor fail to begin repairs or corrective work within fourteen 
(14) calendar days after receipt of written notice from the City, the City may 
perform the necessary work and Contractor agrees to reimburse the City 
for the actual cost.
2. The warranty period on any part of the Work repaired or replaced will be 
extended for a period of one (1) year from the date of the repair or 
replacement.
3. This warranty will not apply to damage caused by normal wear and tear or 
by acts beyond Contractor’s control.
C. 
Contractor’s warranty obligation excludes defects caused by abuse, alterations, or 
failure to maintain the Work by persons other than Contractor or anyone for whose 
acts Contractor may be liable.
D. 
Contractor's warranty obligation will be for one (1) year.
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E. Nothing in this warranty is intended to limit any manufacturer’s warranty which 
provides the City with greater warranty rights than those found in this Article 1.11 
or the Contract Documents. Contractor will provide the City with all manufacturers’ 
warranties upon Substantial Completion of each Job Order.
1.12. CORRECTION OF DEFECTIVE WORK
A. Contractor agrees to correct any Work that Is found to not be in conformance with 
the Contract Documents, including that part of the Work subject to Article 1.11 
above, within a period of one (1) year from the date of Substantial Completion of 
the Work or any portion of the Work, or within any longer period to the extent 
required by the Contract Documents. All removal/replacement work, as directed 
by the City to Contractor, in compliance with this Contract, MAG standards and 
City codes will have cost determinations by the City and be issued as a Job Order 
Adjustment to the Project. A Progress Payment, or partial or entire use or 
occupancy of the Project by the City will not constitute acceptance of Work not in 
accordance with the Contract Documents,
During the Work, Contractor shall take meaningful steps to begin correction of any 
nonconforming Work as notified by the City. This includes the correction, removal 
or replacement of the nonconforming Work and any damage caused to other parts 
of the Work affected by the nonconforming Work. If Contractor fails to begin the 
necessary steps during the Work, the City, in addition to any other remedies 
provided under the Contract Documents, may provide Contractor with written 
notice that the City will commence correction of any nonconforming Work, at its 
discretion, through its employees, agents or other third parties.
Contractor shall take meaningful steps to begin correction of nonconforming Work 
subject to Article 1.11 above. These measures include but are not limited to timely 
correction of the Work. If Contractor fails to initiate necessary measures for this 
Work within seven (7) days of receipt of written notice from the City, the City, in 
addition to any other remedies provided under the Contract Documents, may 
provide Contractor with written notice that the City will begin correction of the 
nonconforming Work, at its discretion, through its employees, agents or other third 
parties.
B. 
If the City does perform this corrective Work, Contractor will be responsible for all 
reasonable costs incurred by the City in performing the correction without 
increasing the Job Order Price.
C. 
Contractor shall immediately respond to any nonconforming Work that creates an 
emergency.
D. 
The one (1) year period referenced in Article 1.11 above applies only to 
Contractor’s obligation to correct nonconforming Work and is not intended to 
constitute a period of limitations for any other rights or remedies the City may have 
regarding Contractor’s other obligations under the Contract Documents.
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Contract No. 2026-090-COS
1.13. SUBCONTRACTOR AND MAJOR SUPPLIER SELECTIONS
A. 
Contractor shall select major Subcontractors and major Suppliers, subject to first 
obtaining the City's approval. Major Subcontractors may be selected based on 
qualifications or a combination of qualifications and price. Subcontractors must 
not be selected based on price alone. Except as noted below, the selection of 
major Subcontractors/Suppliers is the responsibility of Contractor, but the City 
must approve in writing the selection of all Subcontractors. In any case. Contractor 
is solely responsible for the performance of the selected Subcontractors/Suppliers.
Contractor shall prepare a Subeontractor/Supplier selection plan and submit the 
plan to the City for approval or Contractor may use the City's plan as described in 
Article 1.13(B), This Subcontractor selection plan will Identify those Subcontractor 
trades anticipated to be selected by qualifications only as provided in Article 
1.13(B) and those Subcontractor trades anticipated to be selected by qualifications 
and competitive bid as provided in Article 1.13(C). This plan will also identify those 
Subcontractors that will not be selected through a formalized qualifications-based 
selection process. The Subcontractor selection plan must be consistent with the 
selection requirements included in this Contract.
B. 
Selection by qualifications only - The City may approve the selection of a 
Subcontractpr(s) or Supplier(s) based only on their qualifications when Contractor 
can demonstrate it is in the best interest of the Project.
1. Contractor will apply the Subcontractor selection plan approved by the City 
in the evaluation of the qualifications of a Subcontractor(s) or Supplier(s) 
and provide the City with its review and recommendation. The selection 
plan will be Contractor’s own selection plan approved by the City or the 
City's selection plan as provided in this Article 1.13(B).
2. Contractor will negotiate costs for sen/ices/supplies from the 
Subcontractor(s)/Supplier(s) under the approved qualifications only 
method.
City Selection Plan:
3. Contractor may elect to comply with the following City procedures in its 
selection of Subcontractor(s) or Suppliers(s) based on qualifications only:
a. The Request for Qualifications (RFQ) will contain the best 
description of the services or material desired; and
b. A statement that only unpriced statements of qualifications will be 
considered; and
c. State the requirements for the project, such as drawings and 
descriptive literature; and
d. State the criteria for evaluating the qualifications; and
e. A closing date and time for receipt of a statement of qualifications
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Contract No. 2026-090-COS
and the location where the statements should be delivered or 
mailed; and
f. 
A statement that discussions may be held; and
g. A statement that only statements of qualifications determined to be 
acceptable will be considered for award.
4. The RFQ may be amended after the submission of the statements of 
qualifications. Any amendment will be distributed only to bidders who 
submitted statements of qualifications. Those bidders will be permitted to 
submit new unpriced statements of qualifications or to amend statements 
already submitted.
5. Statements of Qualifications will not be opened publicly but will be opened 
in the presence of Contractor. The contents of unpriced statements of 
qualifications will not be disclosed to unauthorized persons.
6. Statements of Qualifications will be evaluated solely in accordance with the 
criteria stated in the RFQ and will be determined to be either acceptable 
for further consideration or unacceptable. A determination that the 
statement is unacceptable shall be in writing, state the basis of the 
determination and be retained by Contractor. Contractor will notify the 
bidder of the determination and the bidder will not be given an opportunity 
to amend its statement of qualifications further.
7. Contractor may conduct discussions with any bidder who submits an 
acceptable or potentially acceptable statement of qualifications. During 
discussions, Contractor will not disclose any information derived from any 
other bidder’s statement of qualifications.
8. Contractor will negotiate costs for services/supplies from the 
Subcontraclor{s)/Supplier(s) selected under this method.
C. Selection by qualifications and competitive bid - Contractor will apply the 
City’s Subcontractor selection plan stated above or Contractor’s selection plan, if 
previously approved by the City, in Contractor's evaluation of the qualifications of 
Subcontractor(s)/Supplier(s) and will provide the City with the selected process to 
prequalify prospective Subcontractors/Suppliers. Selection may not be based on 
price alone. All Work by major Subcontractors and major Suppliers will then be 
competitively bid to the prequaiified Subcontractors unless a Subcontractor or 
Supplier was selected in accordance with Articie 1.13(B) above. Contractor may 
elect to comply with the following procedures in step 2 of its competitive bid 
process.
1. Contractor will develop Subcontractor and Supplier interest, submit the 
names of a minimum of three (3) qualified Subcontractors or Suppliers for 
each trade in the Project and solicit bids for the various Work categories. If 
there are not three (3) qualified Subcontractors/Suppliers available for a 
specific trade or there are extenuating circumstanceSi Contractor may 
request approval by the City to submit less than three (3) names. Without
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Contract No. 2026-090-COS
first giving written notice to the City, no change in the recommended 
Subcontractors/Suppliers will be allowed.
2. If the City objects to any nominated Subcontractor/Supplier or to any self- 
performed Work for good reason, Contractor will nominate a substitute 
Subcontractor/Supplier that is acceptable to the City.
3. Contractor will distribute Drawings and Specifications, and when 
appropriate, conduct a pre-bid conference with prospective Subcontractors 
and Suppliers. Contractor will then review the price bids submitted by 
Subcontractors and Suppliers and make its selection based on the 
responsive and responsible bidder with the lowest price.
4. If Contractor desires to self-perform certain portions of the Work, it must 
request to be one of the approved Subcontractor bidders for those specific 
bid packages. Contractor’s bid will be evaluated in accordance with the 
process Identified in the Invitation for Bids. If events warrant and the City 
concurs that in order to insure compliance with the Project Schedule or 
cost, Contractor may self-perform Work without bidding or re-bidding the 
Work.
D. 
If after receipt of sub-bids or after award of Subcontractors and Suppliers, the City 
objects to any nominated Subcontractor/Supplier or to any self-performed Work 
for good reason. Contractor will nominate a substitute Subcontractor or Supplier, 
preferably if this option is still available, from those who submitted Subcontractor 
bids for the Work affected. Once the substitute Subcontractors and Suppliers are 
consented to by the City, Contractor’s proposed price for the Work or portion of the 
Work will be correspondingly adjusted to reflect any higher or lower costs from any 
substitution. Under no circumstances will the City’s objection or comment on any 
Subcontractor or Supplier relieve Contractor of its sole responsibility for control 
over the methods, means and processes by which the Work is accomplished. The 
City must approve in writing the selected Subcontractor Selection Plan before work 
commences on any Job Order:
E. 
Contractor shall incorporate by reference the terms and conditions of this Contract, 
in any subcontract or supplier contract hereunder.
ARTICLE 2 - CITY'S SERVICES AND RESPONSIBILITIES 
2.1 INFORMATION AND SERVICES
The City will furnish Contractor, at no cost to Contractor, the following information or
services for this Project:
1. One copy of data pertinent to the Work. However, Contractor will be 
responsible for searching the records and requesting information required 
for the Project.
2. All available data and information relative to policies, standards, criteria, 
studies, etc.
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Contract No. 2026-090-COS
3. Project funding and budget allocations and any changes affecting the 
funding or budget allocations.
4. For purpose of determining the Job Order Price, any Plans and 
Specifications.
5. For purpose of Project Record Drawing Prints, a CADD file of the 
Construction Documents in Microstation format compatible with City of 
Scottsdale CADD requirements.
2.2 
CITY'S REPRESENTATIVE
The City’s Representative will be responsible for providing City-supplied Information and 
approvals in a timely manner to permit Contractor to fulfill its obligations under the Contract 
Documents.
2.3 
DESIGN PROFESSIONAL SERVICES
A. 
The City may contract separately with one or more Design Professionals to provide 
architectural or engineering design of the Project in accordance with the provisions 
of A.R.S. §34-603.
B. 
The City may contract with the Design Professional to provide some or ali of the 
following services during the performance of the Work:
1. The Design Professional may provide administration of the Work. The City 
and Contractor will endeavor to communicate through the Design 
Professional. Communications by and with the Design Professional's 
consultants will be through the Design Professional.
2. The Design Professional may visit the Site at intervals appropriate to the 
stage of construction to become generally familiar with the progress and 
quality of the completed Work and to determine in general if the Work is 
being performed in accordance with the Contract Documents. The Design 
Professional will keep the City informed of progress of the Work and will 
endeavor to guard the City against defects and deficiencies in the Work.
3. Upon Contractor’s subrriittals, the Design Professional may review and 
approve or take other appropriate action on submittals as Shop Drawings, 
Product Data and Samples in accordance with Article 1.6.
4. All drawings produced for projects considered to be performed under 
Contractor are the property of the City and are owned in whole by the City 
for any and all future use and considerations.
2.4 CITY’S SEPARATE CONTRACTORS
The City is responsible for all Work performed on the Project or at the Site by separate 
contractors under the City’s control. The City will contractually require its separate 
contractors to cooperate with and coordinate their activities so as not to interfere With 
Contractor in order to enable Contractor to timely complete the Work consistent with the
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Contract Documents. Contractor agrees to reasonably cooperate and coordinate its 
activities with those of the separate contractors so that the Project can be completed in 
an orderly and coordinated manner without unreasonable disruption.
2.5 FURNISHING OF SERVICES AND INFORMATION
A. The City will be responsible for the payment or waiver of the following:
1. City review and permit(s) fees for building, encroachment, and demolition 
permits including City, State and County.
2. City review fees for grading and drainage, water, sewer and landscaping.
3. Utility design fees or permanent services fees are paid by the City, but all 
submittals are the responsibility of Contractor.
4. Obtaining Nationwide 404 Permits.
5. City Development Fees.
B; Unless expressly stated to the contrary in the Contract Documents, the City will 
provide, at its own cost and expense, for Contractor’s information the following:
1. To the extent available, surveys describing the property, boundaries, 
topography and reference points for use during construction, including 
existing service and utility lines;
2. Temporary and permanent easements, zoning and other requirements and 
encumbrances affecting land use, necessary to permit the proper design 
and construction of the Project and enable Contractor to perform the Work;
3. A legal description and street or physical address of the Site;
4. To the extent available, as-built record or historical drawings of any existing 
structures at the Site;
5. To the extent available, environmental studies, reports and irnpact 
statements describing the environmental conditions, including hazardous 
materials, in existence at the Site; and
6. To the extent available, Geotechnical studies describing subsurface 
conditions and other sun/eys describing other latent or concealed physical 
conditions at the Site.
7. The City will provide all City standards and guidelines, supplementary 
conditions and special provisions that will be included in the plans and 
specifications for the Project. These may include but are not limited to: 
disposal of surplus material, special security provisions, investigation of 
underground facilities, traffic controls and regulations, special quality 
control testing and termite treatment requirements.
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Contract No. 2026-090-COS
2.6 PROJECT MANAGEMENT SERVICES
A. 
The City may contract separately with one or more Technical Consultants to 
provide project management assistance for the Project. The Technical 
Consultant’s contract as well as contracts with other firms hired by the City will be 
furnished to Contractor. Contractor will not have any right, however, to limit or 
restrict any Project modifications that are mutually acceptable to the City and 
Technical Consultant.
B. 
The Technical Consultant sen/ices will augment the City staffirig resources to 
effectively manage the objectives of the City and the Project with the goal of 
managing the key Project communication, cost and time parameters.
C. 
The Technical Consultant may provide pre-programming and design standards.
D. 
The City may contract with the Technical Consultant to provide any or ail of the 
services or functions of the City’s project manager during the performance of the 
construction.
2.7 
PERMIT REVIEW AND INSPECTIONS
For clarification, permitting activities are handled by the City of Scottsdale 
Developmental Services, Fire and Planning Departments. Obtaining any permits and 
submittals are the responsibility of the City.
2.8 
UTILITY COMPANY COORDINATION
Contractor will be responsible for coordinating utility design work for permanent service 
to the Project and will ensure that the work takes place in a timely manner and does not 
impact the Project schedule. Any utility design fees for permanent services to a Job 
Order will be paid by the City jn accordance with Article 2.6.
ARTICLE 3 - CONTRACT TIME AND JOB ORDER TIME
3.1 CONTRACT TIME
A. 
The initial term of this Contract will be for two (2) years and will commence on the 
Effective Date, with the option to extend for three (3) additional years in one (1) 
year increments.
1. The option to extend may be exercised based on Contractor’s successful 
performance and the needs of the City.
2. A contract modification will be processed for each extension and will 
commence on or about the anniversary date of the Contract. Each extension 
must be authorized by the Contract Administrator and Purchasing Director for 
the City and need not return to the City’s Council for approval.
B. 
The Contract will remain in full force and effect during the performance of any Job 
Order.
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Contract No. 2026-090-COS
3.2 
JOB ORDER TIME
A. 
Job Orders may be issued at any time during the term of this Contract.
B. 
Each individual Job Order will include a Job Order Notice-to-Proceed date, 
Duration of the Work as determined in accordance with this Article 3.2 and a 
calculated Substantial Completion date.
C. 
Contractor agrees that it will commence performance of the Work and achieve the 
apprpved Job Order Time.
D. 
Job Order Time may be subject to adjustment in accordance with Article 5.
3.3 
SUBSTANTIAL COMPLETION
A. 
Substantial Completion of each Job Order is when all construction has been 
completed with the exception of final inspection punch list work and further defined 
in Article 12. The purpose of granting or acknowledging Substantial Completion is 
to stop Job Order Time.
B. 
Before notifying the City in accordance with Article 3.3(C), Contractor will inspect 
the Work and prepare and submit to the City a comprehensive list of items to be 
completed or corrected. Contractor will proceed promptly to complete and correct 
items on the list. Failure to include an item on the list does not alter the 
responsibility of Contractor to complete all Work in accordance with the Contract 
Documents.
C. 
Contractor will notify the City when it believes a Job Order, or to the extent 
permitted in the Contract Documents, a portion of the Job Order, is substantially 
complete.
D. 
Within five (5) days of the City's receipt of Contractor’s notice in accordance with 
Article 3.3(C), the City and Contractor will jointly inspect the Work to confirm 
Substantial Completion.
E. 
Once Substantial Completion of the Work is confirmed in accordance with Article 
3.3(D), the City will prepare and issue a Certificate of Substantial Completion that 
will state;
1. The date of Substantial Completion of the Work or portion of the Wor1<;
2. The remaining items of Work that have to be completed within thirty (30) 
calendar days before Final Acceptance;
3. Provisions (to the extent not already provided in the Contract Documents) 
establishing the City's and Contractor's responsibility for the Project's 
security, maintenance, utilities and insurance pending Final Acceptance.
F. 
The City, at its option, may use a portion of the Work which has been determined 
to be substantially complete provided, however, that:
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Contract No. 2d26-090-COS
1. Certificate of Substantial Completion has been issued for the portion of 
Work addressing the items in Article 3.3(E)(2).
2. Contractor and the City have obtained the consent of their sureties and 
insurers, and to the extent applicable, the appropriate government 
authorities having jurisdiction over the Project, and
3. The City and Contractor agree that the City’s use or occupancy wili not 
interfere with Contractor’s completion of the remaining Work required under 
Article 3.3(E).
3.4 
PUNCH List PREPARATION
A minimum of seven (7) days before Substantial Completion, Contractor, in conjunction 
with the City, will prepare a comprehensive list of Punch List items, which the City may 
edit and supplement. Contractor will proceed promptly to complete and correct the 
Punch List items. Failure to include an item on the Punch List does not alter the 
responsibility of Contractor to complete all Work in accordance with the Contract 
Documents. Warranties required by the Contract Documents will not commence until 
the date of Final Acceptance, unless othenwise provided in the Contract Documents. 
Seven (7) days before the City issues its Final Acceptance Letter, Contractor will deliver 
to the City all Operation and Maintenance Manuals necessary for the City to assurne 
responsibility for the operation and maintenance of that portion of the Work.
3.5 
FINAL ACCEPTANGE
Upon receipt of written notice that the Work or identified portions of the Work is ready for 
final inspection and acceptance, the City and Contractor will jointly inspect to verify that 
the remaining items of Work have been completed as required under Article 3.3(E). 
Upon verification that the items have been satisfactorily completed, the City will issue a 
Final Acceptance Letter.
3.6 
LIQUIDATED DAMAGES
A. 
Contractor understands that if Substantial Corripletion is not attained within the Job 
Order Time, as may be adjusted for each Job Order, the City will suffer damages, 
based on the anticipated loss caused by the breach and the difficulty in determining 
and accurately specifying the damages. Contractor agrees that if Substantial 
Completion is not attained within the Job Order Time as adjusted. Contractor will 
pay the City the amount prescribed in Article 3.6(B) below as liquidated damages
, for each Day that Substantial Completion extends beyond the date determined by 
the Job Order Time as adjusted.
B. 
The following will be the liquidated damages for each Job Order unless a specific 
amount has been determined for each individual Job Order.
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Contract No. 2026-090-COS
L QUIDATED DAMAGES
Original Job Order Amount
Daily Charges
From more than
To and including Calendar Day or Fixed Date
$00
$25,000
$200
25,001
50,000
250
50,001
100,000
280
100,001
500,000
430
500,001
750,000
500
750,001
1,000,000
570
1,000,001
1,250,000
610
1,250,001
1,500,000
650
ARTICLE 4- CONTRACT PRICE AND JOB ORDER PRICE 
4.1 CONTRACT PRICE
The fee for individual projects performed under this contract will be negotiated on a 
project-by-project basis as Job Orders. The amount paid to the Contractor under this 
contract for all Job Orders shall not exceed Six Million Dollars ($6,000,000) for the initial 
two-year term and Three Million Dollars ($3,000,000) for any successive one (1) year 
contract extension. The Contractor agrees at its own cost and expense, to do all the 
Work as specified in the Contract Documents and any Work contingent to the Contract 
and necessary for the construction of the improvements. The Contractor will completely 
construct the Work and install the materials, free and clear of all claims, liens, and 
charges of any kind, in the manner and under the conditions specified within the time or 
times stated in each Job Order.
A. 
In no event will any individual Job Order Price exceed Two Million Five Hundred 
Thousand Dollars ($2,500,000). If the City opts to extend this Contract in 
accordance with Article 3.1(A), the Contract Modification may increase the 
maximum amount, if necessary, at that time.
B. 
The Job Order Price is subject to Adjustments made in accordance with Article 5.
C. 
Unless otherwise provided in the Contract Documents, the Job Order Price is 
considered to include all sales, use, consumer and other taxes throughout the term 
of this Contract, whether or not yet effective or merely scheduled to go into effect.
D. 
Contractor must secure and maintain, during the life of the Contract, State of 
Arizona and City of Scottsdale Transaction Privilege (sales) Tax Licenses.
To obtain a State of Arizona Privilege (Sales) Tax License Application, please go 
to the following website:
https://azdor.qov/transaction-privileqe-tax/tpt-license/applvinq-tpt-license
To obtain a City of Scottsdale Transaction (Sales) Tax License Application, please 
go to the following website:
https://www.scottsdaleaz.qov/taxes/resources
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Contract No. 2026-090-COS
Contractor must demonstrate compliance with the E-Verify Program as provided 
in Article 11.33 and as required by A.R.S. §41-1080, as amended, before issuance 
of any License by the City.
4.2 RESPONSIBILITY FOR PRIVILEGE (SALES) TAXES
A. Contractor is responsible for payment of all applicable State of Arizona and City of 
Scottsdale transaction privilege (sales) taxes due on construction income whether 
or not these taxes are specifically separated in the bid amount. The taxes are to 
be reported on either a progressive billing (accrual) basis or cash receipts basis, 
depending on the method chosen at the time application was made for the 
Privilege (sales) Tax License.
City Privilege (sales) tax exemptions/deductions may be applicable to certain 
projects. Contractor is advised to consider this as it prepares its bid. Please 
review, in detail. Sections 415, 465, and 110 of the Scottsdale Revised City Code, 
Appendix C to determine if exemptions/ deductions are applicable. For tax 
guidance, please reference the City Code and other tax resources at the following 
website:
http.7/www.scottsdaleaz.qov/taxes/
The State of Arizona has similar exemptions; please reference A.R.S. Title 42 at 
the following website:
http://wvm.azleq.state.az.us/ArizonaRevisedStatutes.asp?Title=42
For further questions regarding tax treatment, please contact the Arizona 
Department of Revenue at 602-255-2060 and the City of Scottsdale Tax & Audit 
Section at 480-312-2768.
ARTICLE 5 - CHANGES TO THE CONTRACT PRICE AND TIME 
5.1 DELAYS TO THE WORK
A. 
Delays may be compensable, concurrent, excusable or non-excusable as defined 
in Article 12.
B. 
If Contractor is delayed in the performance of the Work due to acts, omissions, 
conditions, events, or circumstances beyond its control and due to no fault of its 
own or those for whom Contractor is responsible, the Job Order Time for 
performance may be reasonably extended by Job Order Adjustment.
C. 
Contractor must request a Job Order Adjustment by written notice, including an 
estimate of the probable effect of delay on progress of the Work. In the case of a 
continuing delay, only one request is necessary.
D. 
Written notice will be received within fourteen (14) days of the commencement of 
the cause of the delay. If written notice is received more than fourteen (14) days 
after commencement of the cause of the delay, the period of delay will be 
considered to commence fourteen (14) days before the giving of any notice.
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E. 
If adverse weather conditions are the basis for a Job Order Adjustment request, 
the requests shall be documented by data substantiating that weather conditions 
were abnormal for the period of time and could not have been reasonably 
anticipated, and that weather conditions had an adverse effect on the scheduled 
construction.
F. 
Permitting Contractor to proceed to complete any Work, or any part of the Work, 
after the date to which the time of completion may have been extended, will in no 
way act as a waiver on the part of the City of any of its legal rights.
G. 
In the event Contractor incurs expenses related to a delay for which the City is 
responsible pursuant to A.R.S. §34-609(E), as amended, Contractor and the City 
will negotiate an equitable adjustment to the Job Order Price and/or Job Order 
Time. This provision does not void any other section of this Contract that requires 
notice of delays, provides for arbitration or other procedures for settlement or 
provides for liquidated damages.
H. 
In addition to Contractor’s right to request a time extension for those events stated 
in this Article 5.1, Contractor may also be entitled to an appropriate adjustment of 
the Job Order Price provided, however, that the Job Order Price will not be 
adjusted for delays caused by reason of force majeure as defined in this Contract.
5.2 DIFFERING SITE CONDITIONS
5.2.1. If Contractor encounters a Differing Site Condition(s), Contractor may be entitled 
to an adjustment in the Job Order Price or Job Order Time(s) to the extent 
Contractor’s cost or time of performance are the direct result of a Differing Site 
Condition{s).
5.2.2. Upon encountering a Differing Site Condition, Contractor shall provide prompt 
written notice to the City of the condition, which notice will not be later than seven 
(7) days after the condition has been encountered, Final costs must be 
submitted within thirty (30) days after notice is received by the City, unless 
extended by written agreement of the parties. Contractor must give the City's 
Contract Administrator written notice of and an opportunity to observe such 
condition before disturbing or altering the Differing Site conditions. The failure 
of Contractor to give written notice and make the Claim as required by this Article 
and Article 7.1.5 shall constitute a waiver by Contractor of any rights arising out 
of or relating to such Differing Site Conditions.
5.2.3. In order for Contractor to obtain any additional compensation or time extensions 
for Differing Site Conditions, Contractor must demonstrate that it encountered a 
material difference at the Site, as defined in Article 12, that required it to expend 
additional cost or time. Contractor will also establish that it actually and 
reasonably relied upon the representations found in the Contract Documents 
concerning the Site conditions.
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5.3 
APPLICATION FOR EXTENSION OF TIME
5.3.1 
If performance by Contractor is delayed for a reason set forth in Article 5, 
Contractor may be allowed a reasonable extension of time in conformance with 
this Article. Before Contractor’s time extension request may be considered, 
Contractor shall notify the City of the condition which allegedly has caused or is 
causing the delay, and shall submit a written application to the City identifying;
1. 
Liquidated damage assessment rate, as specified in the Contract;
2. 
Original Job Order Price;
3. 
Originai Job Order Time;
4. 
Any previous Job Order Adjustments granted (number and duration); and
5. 
The extension of time requested.
5.3.2 
In addition, the application for extension of time shall set forth in detail;
1. 
The nature of each alleged cause of delay In completing the Work;
2. 
The date upon which each such cause of delay began and ended and the 
number of dates attributable to each such cause;
3. 
A statement that Contractor waives all claims except for those delineated 
In the application, and the particulars of any claims which Contractor does 
not agree to waive. For time extensions for Substantial Completion and 
final completion payments, the application shall include a detailed 
statement of the dollar amounts of each claim item reserved; and
4. 
A statement indicating Contractor’s understanding that the time extension 
is granted only for purposes of permitting continuation of Contract 
performance and payment for Work performed and that the City retains its 
right to conduct an investigation and assess liquidated damages as 
appropriate in the future.
5.4 
ERRORS, DISCREPANCIES AND OMISSIONS
A. 
If Contractor observes errors, discrepancies or omissions in the Contract 
Documents, it will promptly notify the City and request clarification. Contractor will 
provide a copy of this notice to the City’s Representative.
B. 
If Contractor proceeds with the Work affected by the errors, discrepancies or 
omissions, without receiving any clarifications, it does so at its own risk. Adjustments 
involving these circumstances made by Contractor before clarification by the Design 
Professional will be at Contractor’s risk.
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6.5 
CITY REQUESTED CHANGE IN WORK
A. 
The City reserves the right to make, at any time during the progress of the Work, 
any alterations as may be found necessary or desirable.
B. 
These alterations and changes will not invalidate this Contract nor release the 
surety and Contractor agrees to perform the Work as altered, the same as if it had 
been a part of the original Job Order. Contractor will notify the surety of the 
changes and will assure that the alterations and changes are adequately covered 
by the surety bond.
C. 
The City will request a proposal for a change in Work from Contractor, and ah 
Adjustment to the Job Order Price or Job Order Time will be made based on a 
mutual agreed upon cost and time.
5.6 
LEGAL REQUIREMENTS
The Job Order Price or Job Order Time will be adjusted to compensate Contractor for 
the effects of any changes in the Legal Requirements enacted after the date of the 
Contract affecting the performance of the Work.
5.7 
JOB ORDER ADJUSTMENTS
A. 
In accordance with the City of Scottsdale Procurement Code, and related Rules 
and Procedures, the City and Contractor will negotiate in good faith and as 
expeditiously as possible the appropriate Job Order Adjustment(s). Upon reaching 
an agreement, the parties will prepare and execute an appropriate Adjustment 
reflecting the terms of their agreement. The change in Work may or may hot 
include an Adjustment in the Job Order Price or Job Order Time.
B. 
All changes in Work authorized by Job Order Adjustments will be performed under 
the conditions of the Contract Documehts. The decision to make an Adjustment 
to the Job Order rests solely with the City and any decision to make a Job Order 
Adjustment must be promptly complied with by Contractor, subject to the 
provisions of Article 5,8.
C. 
The execution of a Job Order Adjustment by Contractor shall constitute conclusive 
evidence of Contractor’s agreement to the ordered changes in the Work, the Job 
Order Price, and the Job Order Time by Contractor. Contractor, by executing the 
Job Order Adjustment, waives and forever releases any claim against the City for 
any additional time or compensation for matters relating to, arising out of, or 
resulting from the Work included within or affected by the executed Job Order 
Adjustment of which Contractor knew or should have known.
5.8 UNILATERAL DETERMINATION OF JOB ORDER VALUE
If no mutual agreement occurs between the City and Contractor, the change in Job Order 
Price, if any, shall be derived by deterrnining the reasonable actual costs Incurred or 
savings achieved, resulting from revisions to the Work. Such reasonable actual costs 
or savings shall include a component for direct job site overhead and profit but shall not 
include home-office overhead or other indirect costs and components. The calculation
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of actual costs shall conform to the markup schedule in Article 5.12 below. Any such 
costs or savings shall be documented in the format and with such content and detail as 
the City requires. Contractor shall promptly submit such documentation and other 
backup as the City may require in evaluating the actual costs incurred.
5.9 
ADDITIONAL JOB ORDER COST REQUIREMENTS
Contractor's or Subcontractor's submittals shall include the cost of materials, sales tax, 
and the cost of all transport. The cost of items listed shall be directly related to the Job 
Order Adjustment. Indirect costs not specifically related to the Job Order Adjustment 
shall not be considered. Contractor's or Subcontractor's Direct Labor Costs shall be 
limited to the hourly rate of directly involved workmen, employer contributions toward 
Contractor standard benefits, pensions, unemployment or social security (if any), and 
employer costs for paid sick and annual leave. Contractor's or Subcontractor's 
Overhead shall include license fees, bond premiums, supervision, wages of timekeepers 
and clerks, incidentals^ home and field office expense, and vehicle expense directly 
related to the Project, and all other direct Project expenses not included in Contractor's 
material, direct labor, and equipment costs.
6.9.1 
The allowance for overhead and profit shaN be limited to the following schedule:
1. 
For Contractor, for any work performed by Contractor's own forces, fifteen 
(15%) percent of the Subtotal of Costs to Contractor.
2. 
For Contractor, for any work performed by its Subcontractor, six (6%) 
percent of the amount due to the Subcontractor.
3. 
For each Subcontractor or Sub-subcontractor involved, for any work 
performed by their own forces, fifteen (15%) of their materials and direct 
labor costs.
4. 
For each Subcontractor, for work performed by its Sub-Subcontractor(s), 
six (6%) percent of the amount due to the Sub-subcontractor.
6.10 LIMITATION OF COMPENSABLE ITEMS
5.10.1 For Job Order Adjustment, the total cost or credit to the City shall be based on 
the following schedule:
1. Contractor's Materials Costs.
2. Contractor's Direct Labor Costs.
3. Contractor's Equipment Costs (includes owned/rented equipmerit).
4. Applicable Subcontractor Costs.
5. Subtotal of Costs to Contractor.
6. Contractor's Overhead and Profit.
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7. Total Cost or Credit to the City.
5.11 FIELD ORDERS
A. 
The City has authority to initiate Field Orders that do not materially and adversely 
affect the Work, including the design, quality, performance and workmanship 
required by the Contract Documents. Field Orders will be made by written order 
and wili be binding on the City and Contractor. Contractor will carry out any written 
Field Orders promptly.
B. 
Field Orders will not involve an adjustment in the Job Order Price or Job Order 
Times unless or until it becomes a Job Order Adjustment.
C. 
Contractor may make minor changes in the Work, provided, however that 
Contractor will promptly inform the City, in writing, of any changes and record the 
changes, if appropriate, on the Project Record Documents maintained by 
Contractor.
5.12 JOB ORDER PRICE ADJUSTMENTS
A. 
The increase or decrease in Job Order Price resulting from a change in the Work 
will be determined by one or more of the following methods:
1. Unit prices stated in the Contract or as subsequently agreed to between 
the parties:
2. A mutually agreed upon accepted, lump sum, properly itemized and 
supported by sufficient substantiating data to permit evaluation by the City; 
and
3. Costs, fees and any other markups.
B. 
If an increase or decrease cannot be agreed to as stated in Article 5.7(A), the cost 
of the change of the Work will be determined by the reasonable expense and 
savings in the performance of the Work resulting from the change, including a 
reasonable overhead and profit, as may be stated in the Contract Documents. 
Contractor will maintain a documented, itemized accounting, evidencing the 
expenses and sayings associated with these changes.
C. 
If Unit Prices are stated in the Contract Documents, or are later agreed to by the 
parties, but application of the Unit Prices will cause substantial inequity to the City 
or Contractor because of differences in the character or quantity of the unit items 
as originally contemplated, the Unit Prices will be equitably adjusted.
D. 
If the City and Contractor disagree upon whether Contractor is entitled to be paid 
for any services required by the City, the amount to be paid^ other disagreements 
over the Scope of Work, proposed changes to the Work, or the time required to 
complete the Work, the City and Contractor will resolve the disagreements in 
accordance with Article 7.
1. As part of the negotiation process, Contractor will furnish the City with a
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good faith estimate of the costs to perform the disputed services, or the 
additional time required in accordance with the City's interpretations.
2. If the parties are unable to agree and the City expects Contractor to perform 
the services in accordance with the City's interpretations, Contractor will 
proceed to perform the disputed services, conditioned upori the City issuing 
a written order to Contractor:
(a) directing Contractor to proceed; and
(b) specifying the City's interpretation of the services that are to be 
performed.
E. Emergencies. In any emergency affecting the safety of persons or property. 
Contractor will act, at its discretion, to prevent threatened damage, injury or loss. 
Any change in the Job Order Price or Job Order Time(s) resulting from emergency 
work will be determined as provided in this Article 5.
ARTICLE 6- PROCEDURE FOR PAYMENT
6.1 JOB ORDER PAYMENT REQUEST
A. 
At the pre-construction conference prescribed in Article 1.3, Contractor will submit 
for the City’s review and approval a Schedule of Values. The Schedule of Values 
will include values for all items comprising the Job Order Price and will serve as 
the basis for monthly progress payments made to Contractor throughout the Work.
B. 
At least five (5) working days before the date established for a progress payment. 
Contractor will meet with the City’s Representative to review the progress of the 
Work, as it will be reflected on the Contractor Payment Request.
C. 
The Contractor Payment Request will constitute Contractor’s representation that 
the Work has been performed consistent with the Job Order including any 
Ad]ustment(s), has progressed to the point indicated in the Contractor Payment 
Request, and that title to all Work will pass to City free and clear of all claims, liens, 
encumbrances, and security interests upon the incorporation of the Work into the 
Project.
6.2 
PARTIAL PAYMENTS
A. 
Partial progress payment will be made for Job Orders with Job Order Time greater 
than 30 Days and may be made if the Job Order Time is less than 30 Days.
B. 
The Contractor Payment Request may request payment for equipment and 
materials not yet incorporated into the Project if construction progress is in 
reasonable conformance with the approved schedule.
C. 
For equipment and materials suitably stored at the Site, the equipment and 
materials will be protected by suitable insurance and the City vyill receive the 
equipment and materials free and clear of all liens and encumbrances.
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1. For materials and equipment.stbred off the Site, the City must approve the 
storage. The material and equipment must be stored within Maricopa 
County and be accessible for the City’s inspection. Title to the materials 
and equipment will include applicable insurance, bonding, storage and 
transportation to the Site..
2. The City will be named as an Additional Insured on all insurance and bonds 
required for all stored materials or equipment
6.3 
PAYMENT OF JOB ORQER PRICE
A. 
Payments should be provided on the City format for a Pay Application which is 
based bn the agreed upon Schedule of Values. Payment will be made no later 
than fourteen (14) days after the Contractor Payment Request is certified and 
approved, but in each case less the total of payments previously made.
B. 
The Contractor Payment Request shall be deemed approved and certified for 
payment seven (7) days after the date of submission to the City by Contractor 
unless before that time the City prepares and issues a specific written finding 
setting forth those items in detail in the Contractor Payment Request that are not 
approved for payment under the Contract. The finding will indicate the specific 
amounts the City intends to withhold, the reasons and contractual basis for the 
withholding, and the specific measures Contractor must take to rectify the City’s 
concerns. The City may withhold an amount from the progress payment sufficient 
to pay the expenses the City reasonably expects to incur in correcting the 
deficiency set forth in the written finding. Contractor and the City will attempt to 
resolve the City’s concerns. If the parties cannot resolve the concerns. Contractor 
may pursue its rights under the Contract Documents, including those under Article 
7.
6.4 
RETENTION ON JOB ORDER PAYMENTS
In compliance with A.R.S. §34-609, as amended, there is no retention for job-order-
contracting construction services contracts.
6.5 
FINAL PAYMENT
A. 
After receipt of a final Contractor Payment Request, the City will make final 
payment as required by this Article 6.5, provided that Contractor has completed all 
of the Work in conformance with the Job Order and Contract Documerits and a 
Final Acceptance Letter has been issued by the City.
B. 
At the time of submission of its final Contractor Payment Request, Contractor will 
provide the following infornriation;
1. An affidavit that there are no claims, obligations or liens outstandihg or 
unsatisfied for labor, services, material, equipment, taxes or other items 
performed, furnished or incurred for or in connection with the Work which 
will in any way affect the City’s interests; and
2. A general release executed by Contractor waiving, upon receipt of final
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Contract No. 2026-090-COS
payment by Contractor, all claims, except those claims previously made in 
writing to the City and remaining unsettled at the time of final payment.
6.6 
PAYMENTS TO SUBCONTRACTORS OR SUPPLIERS
A. 
Contractor will pay its Subcontractors or suppliers within seven (7) calendar days 
of receipt of each progress payment from the City. Contractor will pay for the 
amount of Work performed or materials supplied by each Subcontractor or supplier 
as accepted and approved by the City with each progress payment. No Contract 
between Contractor and its Subcontractors and suppliers may materially alter the 
rights of any Subcontractor or supplier to receive prompt payment as provided in 
this Contract.
B. 
If Contractor fails to make payments in accordance with these provisions, the City 
may take any one or more of the following actions and Contractor agrees that the 
City may take these actions:
1. To hold Contractor in default under this Contract;
2. Withhold future payments until proper payment has been made to 
Subcontractors or suppliers in accordance with these provisions;
3. Reject all future offers to perform work for the City for a period not to exceed 
one (1) year from the Substantial Completion date of the Job Order at issue; 
or
4. Terminate this Contract for cause.
C. 
Should the City fail or delay in exercising or enforcing any right, power, privilege, 
or remedy under this Article, the failure or delay will not be considered a waiver, 
release, or modification of the requirements of this Article or of any of the terms or 
provisions of this Contract.
D. 
Contractor will include these prompt payment provisions in every subcontract, 
including procurement of materials and leases of equipment for this Contract.
6.7 
AUDIT AND INSPECTION
A, Records of Contractor’s direct personnel payroll, reimbursable expenses related 
to each Job Order and records of accounts between the City and Contractor will 
be kept on a generally recognized accounting basis and will be available for three 
(3) years after completion of the Project.
From the effective date of this Contract and until three (3) years after the date of 
final payment by the City of Scottsdale to Contractor, the City, its authorized 
representative, or the appropriate federal or state agencies, reserve the right to 
audit Contractor’s records to verify the accuracy and appropriateness of all pricing 
data, including data used to negotiate the Contract Documents. The City of 
Scottsdale or its authorized representative will have access, during normal working 
hours, to all necessary Contractor and Subcontractor facilities, and will be provided 
adequate and appropriate workspace, in order to conduct audits in compliance
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Contract No. 2026-090-COS
with the provisions of this Article. The City of Scottsdale will give Contractor or 
Subcontractor reasonable advance notice of intended audits.
B. 
The City reserves the right to decrease Job Order Price or payments made on this 
Contract if, upon audit of Contractor’s records, the audit discloses Contractor has 
provided false, misleading, or inaccurate cost and pricing data.
C, 
Contractor will include a similar provision in all of its contracts with Suppliers, 
Subconsultants and Subcontractors providing services under the Contract 
Documents to ensure the City, its authorized representative, or the appropriate 
federal or state agency, has access to the Supplier, Subconsultant and 
Subcontractor records to verify the accuracy of cost and pricing data.
The City reserves the right to decrease Job Order Price or payments made on this 
Contract if the above provision is not included in Supplier, Subconsultant and 
Subcontractor contracts, and one or more Suppliers, Subconsultants or 
Subcontractors do not allow the City to audit their records to verify the accuracy 
and appropriateness of pricing data.
E. 
If an audit in accordance with this Article, discloses overcharges of any nature by 
Contractor to the City in excess of 1% of the total contract billings, the actual cost 
of the City’s audit will be reimbursed to the City by Contractor. Any adjustments 
or payments which must be made as a result of any audit or inspection of 
Contractor’s invoices dr records will be made within a reasonable amount of time 
(not to exceed 90 days) from presentation of the City's findings.
F. 
This audit provision includes the right to inspect personnel records as required by 
Section 11.33.
D.
G. City may, at reasonable times, inspect the place of business of Contractor or its 
Subcontractor(s) that is related to the performance of this Contract.
ARTICLE 7- CLAIMS AND DISPUTES 
7.1 REQUESTS FOR CONTRACT ADJUSTMENTS AND RELIEF
7.1.1 
If either Contractor or the City believes that it is entitled to relief against the other 
for any event arising out of or related to the Work, that party will provide written 
notice to the other party of the basis for its claim for relief. The claims shall set 
forth in detail all known facts and circumstances supporting the claim; final costs 
associated with any claim upon which notice has been given must be submitted in 
writing to the City within thirty (30) days after notice has been received.
7.1.2 
This notice will, if possible, be made before incurring any cost or expense and in 
accordance with any specific notice requirements contained in applicable articles 
of the Contract.
7.1.3 
In the absence of any specific notice requirement, written notice will be given within 
a reasonable time, not to exceed ten (10) days, after the occurrence giving rise to 
the claim for relief or after the claiming party reasonably should have recognized 
the event or condition giving rise to the request, whichever is later.
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7.1.4 
This notice will include sufficient information to advise the other party of the 
circumstances giving rise to the claim for relief, the specific contractual adjustment 
or relief requested and the basis of the request. ANY NOTICE OF Cl-AIM NOT 
FILED WITH THE CITY WITHIN SUCH TIME AND IN COMPLIANCE WITH THE 
PRECEEDING PROVISIONS SHALL BE CONSIDERED TO HAVE BEEN 
WAIVED AND SHALL BE DISMISSED.
7.1.5 
In the event Contractor seeks to make a claim for an increase in the Job Order 
Price, as a condition precedent to any liability of the City therefore, unless 
emergency conditions exist. Contractor shall strictly comply with the requirements 
of this section and such claim shall be made by Contractor before proceeding to 
execute any Work for which a claim is made. Failure to comply with this condition 
precedent shall constitute a waiver by Contractor of any claims for compensation.
7.1.6 
Contractor must continue its performance under this Contract regardless of the 
existence of any claims by Contractor.
7.1.7 
In a claim by Contractor against the City for compensation in excess of the Job 
Order Price, any liability of the City to Contractor shall be strictly limited and 
computed in accordance with the Contract Documents and shall in no event 
include indirect costs, such as home office overheads or consequential damages 
of Contractor or any estimated costs or damages.
7.2 DISPUTE AVOIDANCE AND RESOLUTION
7.2.1 
The parties are fully committed to working with each other throughout the Project 
and agree to communicate regularly with each other at all times so as to avoid or 
minimize disputes or disagreements. If disputes or disagreements do arise, the 
Contractor and the City each commit to resolving the disputes or disagreements in 
an amicable, professional and expeditious manner so as to avoid unnecessary 
losses, delays and disruptions to the Work.
7.2.2 
The Contractor and the City will first attempt to resolve disputes or disagreements 
at the field level through discussions between the Contractor’s Representative(s) 
and the City’s Representative(s) as described in Article 7.4.
7.2.3 
If a dispute or disagreement cannot be resolved pursuant to Article 7.2.2, upon the 
request of either party, the parties’ Representatives as described in Article 7.4 will 
meet as soon as conveniently possible, but in no case later than thirty (30) days 
after the request is made, to attempt to resolve the dispute or disagreement. 
Before any meetings between the parties Representatives, the parties will 
exchange relevant information that will assist the parties in resolving their dispute 
or disagreement.
7.2.4 
In the event Contractor incurs expenses related to a delay for which the City is 
responsible pursuant to A.R.S. §34 609(E), as amended. Contractor and the City 
will negotiate an equitable adjustment to the Job Order Price and/or Job Order 
Time. This provision does not void any other section of this Contract that
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requires notice of delays, provides for arbitration or other procedures for 
settlement or provides for liquidated damages.
7.3 
DUTY TO CONTINUE PERFORMANCE
Unless provided to the contrary in the Contract Documents, Contractor will continue to 
perform the Work and the City will continue to satisfy its payment obligations to 
Contractor, until final resolution of any dispute or disagreement between Contractor and 
the City.
7.4 
REPRESENTATIVES OF THE PARTIES
A. 
City’s Representatives
1. The City designates the individual listed below as the City's Senior 
Representative. This individual has the authority and responsibility for 
avoiding and resolving disputes under Article 7.2.3:
City of Scottsdale
Attn: Alison Tymkiw
7447 E. Indian School Road, Suite 205
Scottsdale, AZ 85251
480-312-7250
2. The City will designate an individual for each Job Order as the City’s 
Representative. This person will manage the Job Order.
3. The City's Contract Administrator shall be Melanie Gibson, or designee.
B. 
Contractor’s Representatives
1. Contractor designates the individual listed below as Contractor’s Senior 
Representative. This individual has the authority and responsibility for 
avoiding and resolving disputes under Article 7.2.3:
Summa Mechanical Contractors, Inc.
Attn: Samantha Kitchen 
2222 West Grant Street 
Phoenix, AZ 85Q09 
602-254-2165
2. Contractor will designate an individual for each Job Order as Contractor’s 
Representative.
ARTICLE 8 - SUSPENSION^ TERMINATION AND CANCELLATION
8.1 CITY’S RIGHT TO STOP JOB ORDER SERVICES
A. The City may, at its discretion and without cause, order Contractor in writing to 
stop and suspend any Job Order. Immediately after receiving this notice,
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Contractor will discontinue advancing the Job Order. The suspension will not 
exceed one hundred eighty (180) consecutive days. If the City suspends the Job 
Order for one hundred eighty-one (181) consecutive days or more, the suspension 
will be considered a termination for convenience.
B. Contractor may seek an adjustment of the Job Order Price or Job Order Time if its 
cost or time to perform the Contract Services has been adversely impacted by any 
suspension or stoppage of the Work by the City.
8.2 TERMiNATION FOR CONVENIENCE
A. 
The City reserves the right to terminate this Contract, in whole or in part, or 
abandon any portion of any Job Order for v/hich services have not been performed 
by Contractor, at its sole convenience and discretion, upon written notice given 
pursuant to this Contract.
1. Contractor will estimate the value of the Work it has completed and submit 
its appraisal to the City for evaluation. The City will have the right to inspect 
the Work, to appraise the Work completed.
Contractor shall be entitled to receive just and equitable compensation for 
the percentage of Work actually completed and materials accepted before 
the effective date of the terminatibn. This compensation will be an amount 
mutually agreed upon by Contractor and the City based on the Job Order 
and Scope of Work. If there is no mutual agreement, the final determination 
will be made in accordance with this Article.
2. The City will make the final payment within 60 days after Contractor has 
delivered the last of the partially completed items and the final fee has been 
agreed upon.
If the City terminates this Contract in Compliance with this Article and 
proceeds to complete the Job Order through its employees, agents or other 
third parties, the City’s rights to use the Work product will be as stated in 
Article 8.4.
B. 
Upon termination of construction services during any Job Order, Contractor will 
proceed with the following obligations:
1. Stop Work as stated in the notice;
,2. Place no further subcontracts or orders;
3. Terminate all subcontracts to the extent they relate to the Work terminated;
4. Assign to the City all right, title and interest of Contractor under the 
subcontracts terminated, in which case the City will have the right to settle or 
to pay any termination settlement proposal arising out of those terminations;
5. Take any action that may be necessary for the protection and preservation 
of the property related to the Contract that is in the possession of Contractor
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Contract No. 2026-090-COS
and which the City has or may acquire an interest; and
6. Comply with the requirements of Article 6.5(B).
Contractor will submit complete termination inventory schedules no later than sixty 
(60) days from the date of the notice of termination.,
D. The City will pay Contractor the following:
1. The direct value of its completed Work and materials supplied as of the date 
of termination;
2. The reasonable costs and expenses attributable to the termination;
3. Contractor will be entitled to profit and overhead on completed Work but will 
not be entitled to anticipated profit or anticipated overhead. If it appears 
Contractor would have sustained a loss on the entire Work had the Job 
Order been completed, Contractor will not be allowed profit and the City will 
reduce the settlement to reflect the indicated rate of loss;
4. Contractor will maintain all records and documents for three (3) years after 
final settlement. These records will be maintained and subject to auditing as 
required in Article 6,7; and
5. Take any action that may be necessary for the protection and preservation 
of the property related to the Job Order(s) that is in the possession of 
Contractor and in which the City has or may acquire an interest.
8.3 
CANCELLATION FOR CAUSE
The City may also cancel this Contract or any part of it with seven (7) days notice for 
cause in the event of any default by Contractor, or if Contractor fails to comply with 
any of the terms and conditions of this Contract. Unsatisfactory performance, despite 
a reasonable opportunity to cure as judged by the City’s Representative and kilure to 
provide the City, upon request, with adequate assurances of future performance will 
all be causes allowing the City to cancel this Contract for cause. In the event of 
cancellation for cause, the City will not be liable to Contractor for any amount as 
damages, and Contractor will be liable to the City for any and all damages sustained 
as a result of the default that caused the cancellation.
8.4 
CITY’S RIGHT TO PERFORM AND CANCEL FOR CAUSE 
A. If Contractor persistently fails to:
1. Provide a sufficient nurnber of skilled workers;
2. Supply the materials required by the Contract Documents or Job Order(s);
3. Comply with applicable Legal Requirements;
4. Timely pay, without cause. Subconsultants or Subcontractors;
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B.
C.
5. Perform the Contract Services with promptness and diligence to ensure 
that a Job Order is completed by the Job Order Time, as the times may be 
adjusted; or
6. Perform other material obligations under the Contract Documents and/or 
individual Job Orders;
Then the City, in addition to any other rights and remedies provided in the Contract 
Documents or by law, will have the rights stated in Articles 8.2 and 8.3.
In the event the City cancels this Contract or any part of the services under any 
Job Order, the City will notify Contractor in writing, and immediately upon receiving 
this notice. Contractor will discontinue advancing the Work under this Contract or 
the Job Order and proceed to close all operations of any affected Job Order or this 
Contract.
If the City provides Contractor with a written order to provide adequate maintenance 
of traffic, adequate cleanup, adequate dust control or to correct deficiencies or 
damage resulting from abnormal weather conditions, and Contractor fails to comply 
in a time frame specified, the City may have the Work accomplished by other 
sources at Contractor’s expense and without an increase to the Job Order Price
Upon the occurrence of an event stated in Article 8.4(B), the City may provide written 
notice to Contractor that it intends to cancel the Contract unless the problem cited 
is cured, or commenced to be cured, within seven (7) days of Contractor’s receipt of 
notice.
1. If Contractor fails to cure, or reasonably commence to cure, the problem, 
then the City may give a second written notice to Contractor of its intent to 
cancel within an additional seven (7) day period.
2. If Contractor, within this second seven (7) day period, fails to cure, or 
reasonably commence to cure the problem, then the City may declare the 
Contract cancelled for default by providing written notice to Contractor of 
this declaration.
D. Upon declaring the Contract cancelled in accordance with Article 8.4(C), and for the 
purpose of completing the Work, the City may for all Job Orders enter upon the 
premises and take possession of all materials, equipment, scaffolds, tools, 
appliances and other items, which have been purchased or provided for the 
performance of the Work, all of which Contractor now transfers, assigns and sets 
over to the City for this purpose, and to employ any person or persons to complete 
the Work and provide all of the required labor, services, materials, equipment and 
other items.
E. If through any cause. Contractor fails to fulfill in a timely and proper manner its 
obligations under this Contract, or if Contractor violates any of the covenants. 
Contracts, or stipulations of this Contract, the City may withhold any payments to 
Contractor for the purpose of setoff until the exact amount of damages due the City 
from Contractor is determined by a court of competent jurisdiction.
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F. In the event of a cancellation, Contractor will not be entitled to receive any further 
payments under the Contract Documents until the Work on all Job Orders is 
completed in accordance with the Contract Documents. At that time, Contractor will 
only be entitled to be paid for Work performed and accepted by the City before its 
default.
G. if the City's cost and expense of completing the Work exceeds the unpaid balance 
of a Job Order Price, then Contractor will be obligated to pay the difference to the 
City. These costs and expenses will include not only the cost of completing the 
Work, but also losses, damages, costs and expense, including attorneys’ fees and 
expenses, incurred by the City in connection with the reprocurement and defense of 
claims arising from Contractor’s default.
H. If the City cancels this Contract for cause and the cancellation is determined to have 
been without legal right, the cancellation for cause will be considered to have been 
a termination for convenience in accordance with the provisions of Article 8.2.
ARTICLE 9 - INSURANCE AND BONDS 
9.1 INSURANCE REQUIREMENTS
A. 
At the same time as execution of this Contract, Contractor will furnish the City of 
Scottsdale a Certificate of Insurance on a standard insurance industry ACORD 
form. The ACORD form vvill be issued by an insurance company authorized to 
transact business in the State of Arizona or one that is named on the List of 
Qualified Unauthorized Insurers maintained by the Arizona Department of 
Insurance.
B. 
Contractor. Subcontractors and Subconsultants must procure and maintain, until 
all of their obligations have been discharged, including any warranty periods under 
this Contract are satisfied, insurance against claims for injury to persons or 
damage to property, which may arise from or in connection with the performance 
of the Work by Contractor, its agents, representatives, employees, or 
Subcontractors.
C. 
The insurance requirements are minimum requirements for this Contract and in no 
way limit the indemnity covenants contained in this Contract.
D. 
The City in no way warrants that the minimum limits contained in this Contract are 
sufficient to protect Contractor from liabilities that might arise out of the 
performance of the Contract Services under this Contract by Contractor, its agents, 
representatives, employees. Subcontractors or Subconsultants and Contractor is 
free to purchase any additional insurance as may be determined necessary. The 
City will not pay for higher limits, but if Contractor pays for insurance with higher 
limits. Contractor will name the City as an additional insured on any additional 
insurance.
E. 
Claims Made. In the event any insurance policies required by this Contract are 
written on a “claims made” basis, coverage shall continue uninterrupted throughout 
the term of this Contract by keeping coverage in force using the effective date of
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this Contract as the retroactive date on all “claims made” policies. The retroactive 
date for exclusion of claims must be on or before the effective date of this Contract, 
and can never be after the effective date of this Contract. Upon completion or 
termination of this Contract, the “claims made” coverage shall be extended for an 
additional three (3) years using the original retroactive date, either through 
purchasing an extended reporting option; or by continued renewal of the original 
insurance policies. Submission of annual Certificates of Insurance, citing the 
applicable coverages and provisions specified herein, shall continue for three (3) 
years past the completion or termination of this Contract.
F. Deductibles and Self-Insured Retentions. The policies stated in this Article may 
provide coverage which contains deductibles or self-insured retention amounts. 
Any deductibles or self-insured retention are not applicable to the policy limits 
provided to the City. Contractor is solely responsible for any deductible or self- 
insured retention amount. The City, at its option, may require Contractor to secure 
payment of any deductible or self-insured retention by a surety bond or irrevocable 
and unconditional Letter of Credit. Any self-insured retentions and deductibles 
must be declared to and approved by the City. If not approved, the City may 
require that the insurer reduce or eliminate any self-insured retentions with respect 
to the City, its officers, officials, agents, employees, and volunteers.
9.2 MINIMUM SCOPE AND LIMITS OF INSURANCE
Contractor must provide coverage at least as broad and with limits of liability not less
than those stated below.
A. Commercial General Liability-Occurrence Form
Generai Aggregate
Products-Completed Operations Aggregate 
Personal & Advertising Injury 
Each Occurrence 
Fire Damage (Any one fire)
Medical Expenses (Any one person)
$2,000,000
$2,000,000
$1,000,000
$2,000,000
$100,000
OPTIONAL
Contractor must maintain “occurrence” form Commercial General Liability 
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000 
Products and Completed Operations Annual Aggregate, and a $2,000,000 
operations, independent contractors, products completed operations, personal 
injury and advertising injury. If any Excess insurance is utilized to fulfill the 
requirements of this paragraph, the Excess insurance must be "follow form" equal 
or broader in coverage scope than underlying insurance.
B. Automobile Liabilitv-Anv Auto or Owned, Hired and Non-Owned Vehicles
Combined Single Limit Per Accident 
For Bodily Injury and Property Damage
$1,000,000
Contractor must maintain Business/Automobile Liability insurance with a limit of 
$1,000,000 each accident on Contractor owned, hired, and non-owned vehicles 
assigned to or used in the performance of the Contractor’s work or services under
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this Contract. If any Excess insurance is utilized to fulfill the requirements of this 
paragraph, the Excess insurance must be “follow form” equal or broader in 
coverage scope than underlying insurance.
C. Workers Compensation and Employers Liability
Workers’ Compensation 
Employers Liability: Each Accident 
Disease - Each Employee 
Disease - Policy Limit
Statutory
$500,000
$500,000
$1,000,000
Contractor must maintain Workers Compensation insurance to cover obligations 
imposed by federal and state statutes applicable to Contractor's employees 
engaged in the performance of work or services under this Contract and must also 
maintain Employers’ Liability Insurance. The insurer must agree to waive all rights 
of subrogation against the City, its officers, officials, agents, employees, and 
volunteers for losses arising from Work performed by Contractor for the City.
D. Coverage Terms and Required Endorsements
1. The Commercial General Liability and Automobile Liability policies are to 
contain, or be endorsed to contain, the following provisions: The City, its 
officers, officials, agents, and employees are to be named as additional 
insureds with respect to liability arising out of activities performed by, or on 
behalf of. Contractor including the City's general supervision of Contractor, 
products and completed operations of Contractor, and automobiles owned, 
leased, hired, or borrowed by Contractor.
2. Except for Contractors Professional Liability and Workers Compensation 
insurance, for all insurance policies required under this Contract, the City, 
its officers, officials, agents, and employees must be additional insureds to 
the full limits of liability purchased by Contractor even if those limits of 
liability are in excess of those required by this Contract.
3. Except for Contractors Professional Liability and Workers Compensation 
insurance, aH insurance policies required under this Contract, including any 
excess insurance policies, must be primary insurance with respect to the 
City, its officers, officials, agents, and employees. Any insurance or self- 
insurance maintained by the City, its officers, officials, agents, and 
employees will be in excess of the coverage provided by Contractor and 
must not contribute to it.
4. For all insurance policies required under this Contract, insurance coverage 
must apply separately to each insured against whom a claim is made or 
suit is brought, except with respect to the limits of the insurer's liability.
5. For all insurance policies required under this Contract, insurance coverage 
must not be limited to the liability assumed under the indemnification 
provisions of this Contract.
6. All insurance policies required under this Contract, must contain a waiver
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Contract No. 2026-090-COS
of subrogation against the City, its officers, officials, agents, and 
employees, for losses arising from Work performed by Contractor for the 
City.
7. For all insurance policies required under this Contract, if Contractor 
receives notice that any of the required policies of insurance are materially 
reduced or cancelled, it will be Contractor’s responsibility to provide prompt 
notice to the Contract Administrator for the City, unless such coverage is 
immediately replaced with similar policies.
8. Contractor, its successors or assigns, is required to maintain Commercial 
General Liability insurance as specified in this Contract for a minimum 
period of three (3) years following completion and acceptance of the Work. 
Contractor must submit Certificates of Insurance evidencing the 
Commercial General Liability insurance during this three (3) year period 
containing all the insurance requirements stated in this Contract including 
naming the City of Scottsdale, its agents, representatives, officers, 
directors, officials and employees as Additional Insured as required.
9. The Commercial General Liability policy will be at least as broad as the 
Insurance Service Office, Inc.'s CG 0 0 01 07 98.
9.3 OTHER INSURANCE REQUIREMENTS
The policies are to contain, or be endorsed to contain, the following provisions;
A. 
Contractors Professional Liability: Contractor must carry Contractors Professional 
Liability insurance to cover the residual, contingent, and passive design exposures 
of Contractor.
B. 
Contractors Professional Limits of Liability: Contractor must carry limits of 
$1,000,000 each Project and $2,000,000 in the Aggregate under a stand-alone 
policy or included by endorsement Under the Commercial General Liability policy. 
Contractor, its successors and or assigns, is required to maintain this Professional 
Liability insurance as specified in this Contract for a minimum period of three (3) 
years following completion and acceptance of the Work. Certificates of Insurance 
citing that applicable coverage is in force and contains the provisions required by 
this Contract must be submitted for the three (3) year period. In the event the 
Professional Liability insurance policy is written on a “claims made” basis, 
coverage will extend fOr three (3) years past completion and acceptance of the 
work or services, and Contractor, or its selected Design Professional will submit 
Certificates of Insurance as evidence the required coverage is in effect, the 
Design Professional must annually submit Certificates of Insurance citing that the 
applicable coverage is in force and contains the required provisions for a three (3) 
year period. If there is no Professional Liability work or service as a part of this 
Contract, the City will waive the Professional Liability insurance requirement in 
writing.
C. 
Builders Risk-Installation Insurance fCoUrse of Construction^
Builders Risk-Installation and/or Boiler and Machinery Insurance coverage to be
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Contract No. 2d26-090-COS
provided by Contractor as deter/nined necessary by the City prior to the start of 
construction.
Contractor bears all responsibility for loss to all Work being performed and to 
buildings under construction. Unless waived in writing by the City of Scottsdale, 
Contractor will purchase and maintain in force Builders Risk-Installation insurance 
on the entire Work until completed and accepted by the City. This insurance will 
be Special Causes of Loss or Open Perils policy form, for the completed value, at 
replacement cost equal to each Job Order contract price and all subsequent 
modifications.
this Builders Risk-Installation insurance must cover the entire Work including 
reasonable compensation for architects and Contractor's’ services and expenses 
and other “soft costs" made necessary by an insured loss. Builders Risk- 
Installation insurance must provide coverage from the time any covered property 
comes under Contractor’s control and or responsibility, and continue without 
interruption during course of construction, renovation and or installation, including 
any time during which any project property or equipment is in transit, off site, or 
while on site for future use or installation. Insured property must include, but not 
be limited to, scaffolding, false work, and temporary buildings at the site. This 
insurance must also cover the cost of removing debris, including demolition as may 
be legally required by operation of any law, ordinance, regulation or code.
Contractor must also purchase and maintain Boiler and Machinery insurance with 
the same requirements as Builders Risk-Installation insurance stated above if the 
Work to be performed involves any exposures or insurable property normally 
covered under a Boiler and Machinery insurance policy or made necessary as 
required by law and or testing requirements in the performance of this Contract.
Contractor will be responsible for any and all deductibles and the City must also 
be named as a Loss Payee under these policies. Contractor’s insurance must be 
primary and not contributory; and waive all rights of subrogation against the City 
of Scottsdale, its officer, officials and employees. Contractor’s insurance must 
name the City of Scottsdale, Contractor and all tiers of Subcontractors as insureds 
as respects their insurable interest at the time of loss. It must contain a provision 
that this insurance will not be canceled or materially altered without at least thirty 
(30) days advance notice to the City. Contractor is also required to give the City 
thirty (30) days advance written notice of the coverage termination for the Project.
The Builders Risk-Installation insurance must be endorsed so that the insurance 
will not be canceled or lapse because of any partial use or occupancy by the City. 
Builders Risk-Installation Insurance must be maintained until whichever of the 
following first occurs: (i) final payment has been made; or (ii) until no person or 
entity, other than the City, has an insurable interest in the property required to be 
covered.
9.4 SUBCONSULTANT’S AND SUBCONTRACTOR’S INSURANCE
Unless Contractor’s Subconsultants and Subcontractors can provide the same level of
coverage as detailed in Article 9.2 and name the City and Contractor as Additional
Insureds, Contractor's certificates must include all Subcontractors and Subconsultants
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Contract No. 2026-090-COS
as insureds under its policies or Contractor must maintain separate certificates and 
endorsements for each Subcontractor and Subconsultant. All coverages for 
Subcontractors and Subcdnsultants must be in the amounts shown in Article 9.2, except 
for the General Liability Each Occurrence limit, which shall be $1,000,000. Certificates 
must contain a provision that the insurance will not be canceled or materially altered 
Without at least thirty (30) days advance notice to the City.
9.5 
NOTICE OF CANCELLATION
If Contractor receives notice that any of the required policies of insurance are materially 
reduced or cancelled, it will be Contractor’s responsibility to provide prompt notice to the 
City’s Contract Administrator, unless such coverage is immediately replaced with similar 
policies. Each insurance policy required by the insurance provisions of this Contract 
must provide the required coverage and must not be suspended, voided, canceled by 
either party, reduced in coverage or in limits until thirty (30) days written notice has first 
been given in accordance with Article 11.24, herein.
9.6 
ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers duly licensed or approved to conduct business 
in the State of Arizona and with an A. M. Best rating of no less than B++6. The City in 
no way warrants that the above required minimum insurer rating is sufficient to protect 
Contractor from potential insurer insolvency. Failure to maintain insurance as required 
may result in termination of this Contract at the City’s sole discretion.
9.7 
VERIFICATION OF COVERAGE
A. 
Contractor must furnish the City Certificates of Insurance (ACORD form or 
equivalent approved by the City) and with original endorsements effecting 
coverage as required by this Contract. The certificates and endorsements for each 
insurance policy are to be signed by a person authorized by that insurer to bind 
coverage on its behalf. Any policy endorsements that restrict or limit coverages 
must be clearly noted on the Certificate of Insurance.
B. 
All certificates and endorsements are to be received and approved by the City 
before Contract Services commence except for Builders Risk-Installation 
Insurance. Each insurance policy required by this Contract must be in effect at or 
before the earlier of commencement of Work under the Contract Documents or the 
signing of this Contract, except for Builders Risk-Installation Insurance which, if 
required by the City, must be in effect before commencement of the Work and 
remain in effect for the duration of the Project. Failure to maintain the insurance 
policies as required by this Contract or to provide evidence of renewal is a material 
breach of contract.
•i
C. All Certificates of Insurance required by this Contract must be sent directly to the 
City of Scottsdale, Attn: Capital Project Management Office. The project number 
and project description must be inciuded on the Certificates of Insurance. 
The City reserves the right to require complete, certified copies of all insurance 
policies required by this Contract, at any time. Failure to provide a Certificate of 
Insurance with the appropriate verbiage will result in rejection of Contractor’s 
Certificate and delay in Contract execution. Additional Certificates of Insurance
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submitted without referencing a Contract number will be subject to rejection and 
returned or discarded.
9.8 
APPROVAL
Any variation from the insurance requirements in this Article 9 must be approved by the
City’s Risk Management Division, whose decision will be final. Said variation will not
require a formal contract amendment but may be made by administrative action.
9.9 BONDS AND OTHER PERFORMANCE SECURITY
A. 
Before execution of each individual Job Order, Contractor must provide a 
performance bond and a payment bond for all construction services, each in an 
amount equal to the full amount of the agreed upon cost for that Job Order. 
Contractor may, at its own option, provide Payment and Performance Bonds for 
the entire Contract Price amount, but there shall be no obligation for the City to 
reimburse Contractor for bond costs incurred, except on an actual cost basis as 
each individual Job Order is issued. Bonds must be submitted in accordance with 
Title 34, Chapter 6 of the Arizona Revised Statutes and must be in substantially 
the same form as Exhibits A and B. attached to this Contract.
B. 
Each bond must be executed by a surety company or companies holding a 
Certificate of Authority to transact surety business in the State of Arizona, issued 
by the Director of the Arizona Department of Insurance. A copy of the Certificate 
of Authority must accompany the bonds. The Certificate must have been issued 
or updated within two (2) years before the execution of this Contract.
C. 
The bonds must be made payable and acceptable to the City of Scottsdale.
D. 
The bonds must be written or countersigned by an authorized representative of the 
surety and the bonds must have attached a certified copy of the Power of Attorney 
of the signing official.
1. If one Power of Attorney is submitted, it must be for twice the total Job 
Order Price.
2. If two Powers of Attorney are submitted, each must be for the total Job 
Order Price. Personal or individual bonds are not acceptable.
3. Upon the request of any person or entity appearing to be a potential 
beneficiary of bonds covering payment of obligations arising under the 
contract Documents, Contractor must promptly furnish a copy of the borids 
or must permit a copy to be made.
E. 
All bonds submitted for this Project must be provided by a company which has 
been rated "A or better" by the A.M. Best Company.
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ARTICLE 10 - INDEMNIFICATION
10.1 CONTRACTOR’S GENERAL INDEMNIFICATION
To the fullest extent permitted by law, Contractor, its successors, assigns and 
guarantors, must defend, indemnify and hold harmless the City of Scottsdale, its agents, 
representatives, officers, directors, officials and employees from and against all 
allegations, demands, proceedings, suits, actions, claims, damages, losses, expenses, 
including but not limited to, reasonable attorney fees, court costs, and the cost of 
appellate proceedings, and all claim adjusting and handling expense, investigation and 
litigation, for bodily injury or personal injury (including death), or loss or damage to 
tangible or intangible property caused, or alleged to be caused, in whole or in part, 
related to, arising from or out of, or resulting from any acts, omissions, negligence, 
recklessness, or intentional wrongful conduct to the extent caused by Contractor or any 
of its owners, officers, directors, agents or employees performing Work or Services 
under this Contract, including but not limited to, any Subcontractor or anyone directly or 
indirectly employed by any of them or anyone for whose acts any of them may be liable 
and any injury or damages by any of Contractor employees. This indemnity includes 
any claim or amount arising out of, or recovered under, the Worker's Compensation Law 
or arising out of the failure of Contractor to conform to any federal, state, or local law, 
statute, ordinance, rule, regulation, or court decree. It is the specific intention of the 
parties that the City shall, in all instances, except for Claims arising solely from the 
negligent or willful acts or omissions of the City, be indemnified by Contractor from and 
against any and all claims. It is agreed that Contractor will be responsible for primary 
investigation, defense, and judgment costs where this indemnification is applicable. In 
consideration of the award of this Contract, Contractor agrees to waive all rights of 
subrogation against the City, its officers, agents, representatives, directors, officials, and 
employees for losses arising from the work performed by Contractor for the City.
Insurance provisions in this Contract are separate and independent from the indemnity 
provisions of this Article and will not be construed in any way to limit the scope and 
magnitude of the indemnity provisions. Nothing in this paragraph shall limit the 
responsibility of Contractor's insurer to pay the City for valid claims that are covered by 
Contractor's insurance policy. The indemnity provisions of this paragraph shall not be 
construed in any way to limit the scope and magnitude and applicability of the insurance 
provisions.
10.2 INTELLECTUAL PROPERTY
A. 
Contractor must pay all royalties and license fees associated with its performance 
of services.
B. 
To the extent permitted by law. Contractor shall indemnify and hold harmless the 
City against any liability, including costs and expenses, for infringement of any 
patent, trademark, or copyright arising out of Contract performance or use by the 
City of materials furnished or Work performed under this Contract.
C. 
Contractor must defend any action or proceeding brought against the City based 
on any claim that the Work, or any part of the Work, or the operation or use of the 
Work or any part of it, constitutes infringement of any United States patent or 
copyright, now or subsequently issued. The City will give prompt written notice to
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Contract No. 2026-090-COS
Contractor of any action or proceeding and wilf reasonably provide authority, 
information and assistance in the defense of the action. Contractor shall indemnify 
and hold harmless the City from and against all damages, expenses, losses, 
royalties, profits and costs, including but not limited to attorneys’ fees and 
expenses awarded against the City or Contractor in any action or proceeding. 
Contractor agrees to keep the City informed of all developments in the defense of 
these actions. The City may be represented by, and actively participate through, 
its own counsel in any suit or proceedings if it so desires.
D. 
If the City is enjoined from the operation or use of the Work, or any part of the 
Work, as the result of any patent or copyright suit, claim, or proceeding. Contractor 
shall at its sole expense take reasonable steps to procure the right to operate or 
use the Work. If Contractor cannot procure this right within a reasonable time, 
Contractor will promptly, at Contractor’s option and at Contractor’s expense, 
without an increase to the Job Order Price, (i) modify the Work so as to avoid 
infringement of any patent or copyright or (ii) replace the Work with Work that does 
not infringe or violate any patent or copyright.
E. 
Articles 10.2(C) and 10.2(D) will not be applicable to any suit, claim or proceeding 
based on infringement or violation of a patent or copyright:
1. Relating solely to a particular process or product of a particular 
manufacturer specified by the City and not offered or recommended by 
Contractor to the City; or
2. Arising from modifications to the Work by the City or its agents after 
acceptance of the Work; or
3. Relating to the copyrights of any specification, drawings, or any Design 
Documents provided by the City, the Design Professional, any consultant 
retained by the City, or by a Subcontractor or Supplier.
F. 
The obligations stated in this Article 10.2 will constitute the sole Contract between 
the parties relating to liability for infringement of violation of any patent or copyright.
ARTICLE 11 - GENERAL PROVISIONS
11.1 MARSHALING AREA
Contractor shall contact the City of Scottsdale, Development Services to determine the 
requirements for obtaining a permit for marshaling areas it proposes to use. Marshaling 
areas must be fenced. Contractor will obtain written approval from the property owner 
for marshaling area use. This approval must contain any requirements, which are a 
condition of this approval. Marshaling yard requirements according to M.A.G. 
Subsection 107.6.1 and the City of Scottsdale Supplemental Specifications will apply.
11.2 CONTRACT DOCUMENTS
A. 
Contract Documents are as defined in Article 12.
B. 
The Contract Documents form the entire Contract between the City and
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Contractor. No oral representations or other Contracts have been made by the 
parties except as specifically stated in the Contract Documents. Each provision of 
law and any terms required by law to be in this Contract are a part of this Contract 
as if fully stated herein.
C. 
In the event of any inconsistency, conflict, or ambiguity between or among the 
Contract Documents, the Contract Documents will take precedence in the order in 
which they are listed In the definition of Contract Documents in Article 12. As to 
drawings and plans, given dimensions will take precedence over scaled 
measurements, and large-scale plans over small-scale plans. Contract 
specifications wili take precedence over contract plans.
D. 
The Contract Documents are intended to permit the parties to complete the Work 
and all obligations required by the Contract Documents within the times and prices 
agreed upon for each Job Order. The Contract Documents are intended to be 
complementary and interpreted in harmony so as to avoid conflict, with words and 
phrases interpreted in a manner consistent with construction and design industry 
standards.
E. 
This Contract, the Plans, Standard Specifications and Details, Special Provisions, 
Performance Bond, Payment Bond, Certificates of Insurance, Job Orders and Job 
Order Adjustments (if any) are by reference made a part of this Contract to the 
same extent as if set forth in full.
F. 
Work Product
1. All Work products (electronically or rrianually generated) including but not 
limited to: cost estimates, studies, design analyses, original mylar 
drawings. Computer Aided Drafting and Design (CADD) file diskettes, and 
other related documents which are prepared or procured in the 
performance of this Contract (collectively referred to as documents) are to 
be and remain the properly of the City and are to be delivered to the City 
before the final payment is made to Contractor. In the event these 
documents are altered, modified or adapted without the written consent of 
Contractor or the Subconsultants, which consent Contractor or the 
Subeonsultants will not unreasonably withhold, the City agrees to hold 
Contractor and the Subconsultants harmless to the extent permitted by law 
from the legal liability arising out of the City’s alteration, modification or 
adoption of the documents.
2. The copyrights, patents, trade secrets or other intellectuai property rights 
associated with the ideas, concepts, techniques, inventions, processes or 
works of authorship developed, created by Contractor, its Subconsultants 
or personnel, during the course of performing this Contract or arising out of 
the Project will belong to Contractor.
11.3 MODIFICATIONS
The Contract Documents may not be changed, altered, or amended in any way except
as consistent with the City of Scottsdale Procurement Code, as amended.
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11.4 TIME IS OF THE ESSENCE
Time is of the essence with respect to the dates and times stated in the Contract 
Documents.
11.6 COOPERATION AND FURTHER DOCUMENTATION
Contractor agrees to provide the City any other duly executed documents, as will be 
reasonably requested by the City, to implement the intent of the Contract Documents.
11.6 ASSIGNMENT
Neither Contractor nor the City will, without the written consent of the other, assign, 
transfer or sublet any portion of this Contract or part of the Work or the obligations 
required by the Contract Documents.
11.7 FORCE MAJEURE
Except for payment of sums due, neither party shall be liable to the other nor deemed in 
default under this Contract if and to the extent that such party’s performance of this 
Contract is prevented by reason of force majeure. The term "force majeure" means an 
occurrence that is beyond the control of the party affected and occurs without its fault or 
negligence. Without limiting the foregoing, force majeure includes acts of God; acts of 
the public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; 
flood; lockouts; injections-intervention-acts; or failures or refusals to act by government 
authority; and other similar occurrences beyond the control of the party declaring force 
majeure which such party is unable to prevent by exercising reasonable diligence.
11.8 FUNDS APPROPRIATION
Multiterm contracts for job-order-cohtracting construction services are subject to A.R.S. 
§34-607, as amended. If the City Council does not appropriate funds to continue this 
Contract and pay for charges, the City may terminate this Contract at the end of the 
current fiscal period. The City agrees to give written notice to Contractor at least thirty 
(30) days before the end of its current fiscal period and will pay Contractor for all 
approved charges incurred through the end of the period.
11.9 CONSTRUCTION METHODS
If the City provides Contractor with a written order to provide adequate maintenance of 
traffic, clean-up, dust control or to correct deficiencies or damage resulting from 
abnormal weather conditions, and Contractor fails to comply in the time frame specified, 
the City may have Work accomplished by other sources at Contractor's expense, without 
an increase in the Job Order Price.
11.10 UTILITY RELOCATIONS FOR CONSTRUCTION METHODS
If any utility is relocated or rebuilt to accommodate Contractor’s construction methods 
and available equipment, the expense will be borne by Contractor and will be replaced 
to the original location before completion of the Job Order at the request of the City’s
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Project Coordinator at Contractor’s sole expense, without an increase in the Job Order 
Price,
11.11 DAMAGED UTILITIES DURING CONSTRUCTION
Any utilities damaged during construction shall be replaced at Contractor’s expense, 
without an increase in the Job Order Price, as per the requirements of the M.A.G. 
Standard Specifications.
11.12 SUCCESSORS AND ASSIGNS
This Contract will extend to and be binding upon Contractor, its successors and assigns, 
including any individual, company, partnership, or other entity with or into which 
Contractor will merge, consolidate, or be liquidated, or any person, corporation, 
partnership, or other entity to which Contractor will sell its assets, except that services 
covered by this Contract may not be assigned or sublet in whole or in part without first 
obtaining the written consent of the Purchasing Director and Contract Administrator.
11.13 CONFLICT IN LANGUAGE
Ali services and Work performed will conform to all applicable City of Scottsdale codes, 
ordinances and requirements as outlined in the Contract Documents. If there is a conflict 
in interpretation between provisions in this Contract and those in exhibits, the provisions 
in this Contract will prevail.
11.14 THIRD PARTY BENEFICIARY
Nothing under the Contract Documents will be construed to give any rights or benefits 
in the Contract Documents to anyone other than the City and Contractor, and all duties 
and responsibilities undertaken in accordance with the Contract Documents will be for 
the sole and exclusive benefit of the City and Contractor and not for the benefit of any 
other or third party.
11.15 GOVERNING LAW AND VENUE
This Contract and all Contract Documents will be considered to be made under and will 
be construed in accordance with and governed by the laws of the State of Arizona 
without regard to the conflicts or choice of law provisions. Any action to enforce any 
provision of this Contract or to obtain any remedy with respect to this Contract shall be 
brought in the Superior Court of Maricopa County, Arizona, and for this purpose, each 
party expressly and irrevocably consents to the jurisdiction and venue of that Court and 
waives the right to have such action removed to Federal District Court.
11.16 SEVERABILITY
If any provision of the Contract Documents or their application to any person or 
circumstance is invalid, illegal or unenforceable to any extent, the remainder of the 
Contract Documents and the application of the Contract Documents will not be affected 
and will be enforceable to the fullest extent permitted by law. In accordance with the 
provisions of A.R.S. § 41-194.01, as amended, should the Attorney General give notice 
to the City that any provision of the Contract Documents violates state law or the Arizona
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Constitution, or that it may violate a state statute or the Arizona Constitution, and the 
Attorney General submits the offending provision to the Arizona Supreme Court, the 
offending provision(s) shall be immediately severed and struck from the Contract 
Documents and the City and Contractor shall, within ten (10) days after such notice, 
negotiate in good faith to resolve any issues related to the severed provision(s).
11.17 LEGAL REQUIREMENTS
Contractor shall perform all Contract Services in accordance with all Legal 
Requirements and will provide all notices applicable to the Contract Services as required 
by the Legal Requirements.
11.18 INDEPENDENT CONTRACTOR
The services the Contractor provides to the City are that of an Independent Contractor, 
Neither party to this Contract shall be deemed to be the employee or agent of the other 
party to the Contract. Upon request, the Contractor shall provide the required I.R.S. 
From W-9 which is available from the IRS website at www.IRS.gov under its forms 
section.
Any provisions in the Contract Documents that may appear to give the City the right to 
direct Contractor as to the details of accomplishing the Work or to exercise a measure 
of control over the Work means that Contractor will follow the wishes of the City as to 
the results of the Work only. These results will comply with all applicable laws and 
ordinances.
11.19 CITY’S RIGHT OF CANCELLATION
Pursuant to A.R.S. § 38-511, as amended, the City may cancel any contract or 
agreement, without penalty or obligation, if any person significantly involved in 
initiating, negotiating, securing, drafting, or creating the contract on behalf of the City's 
departments or agencies is, at any time while the contract or any extension of the 
contract is in effect, an employee of any other party to the contract in any capacity or 
a contractor to any other party to the contract with respect to the contract’s subject 
matter. The cancellation will be effective when all other parties to the contract receive 
the City’s written notice unless the notice specifies a later time.
11.20 SURVIVAL
Except as expressly agreed herein, all warranties, representations and indemnifications 
by Contractor shall survive the completion, expiration, and/or termination of this 
Contract,
11.21 COVENANT AGAINST CONTINGENT FEES
Contractor warrants that no person has been employed or retained to solicit or secure 
this Contract upon any contract or understanding for a commission, percentage, 
brokerage, or contingent fee, and that no member of the City Council, or any employee 
of the City of Scottsdale has any interest, financially, or otherwise, in the firm. For breach 
or violation of this warranty, the City will have the right to annul this Contract without
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liability, or at its discretion to deduct from the Contract Price or consideration, the full 
amount of any commission, percentage, brokerage, or contingent fee.
11.22 NO WAIVER
Either party’s failure to insist on strict performance of any term or condition of the 
Contract shall not be deemed waiver of that term or condition even if the party accepting 
or acquiescing in the nonconforming performance knows of the nature of the 
performance and fails to object to it.
11.23 HEADINGS
The headings used in this Contract, or any other Contract Documents, are for ease of 
reference only and will not in any way be construed to limit or alter the meaning of any 
provision.
11.24 NOTICE
Ail notices or demands required by this Contract must be given to the Other party in 
writing, delivered by hand or by registered or certified mail at the addresses stated 
below, or to any other address the parties may substitute by giving written notice as 
required by this section. Notice by electronic mail or facsimile will not be considered 
notice.
To City:
City of Scottsdale
Attn: Alison Tymkiw
7447 E. Indian School Road, Suite 205
Scottsdale, AZ 85251’
To JOC Contractor:
Summa Mechanical Contractors, Inc. 
Attn: Samantha Kitchen 
2222 West Grant Street 
Phoenix, AZ 85009_____________
11.25 ADDITIONAL CITY RIGHTS REGARDING SECURITY INQUIRIES
Projects may be completed in both secure and non-secure City facilities. All Contractor 
and Subcontractor employees may be required to pass mandatory background checks 
prior to the start of any Work and be issued access badges by City of Scottsdale 
Municipal Security. In addition to the foregoing, the City reserves the right to: (1) have 
an employee/prospective employee of Contractor be required to provide fingerprints and 
execute any other documentation as may be necessary to obtain criminal justice 
information pursuant to A.R.S. § 41-1750(G)(4); (2) act on newly acquired Information 
whether or not that information should have been previously discovered; (3) unilaterally 
change its standards and criteria relative to the acceptability of Contractor's employees 
or prospective employees; and, (4) object, at any time and for any reason, to an 
employee of Contractor performing Work (including supervision and oversight) under 
this Contract.
A. Provisions Applicable to all Contractor Contracts and Subcontracts. Contractor will 
include the terms of this provision for employee background and security checks
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and screening in all contracts and subcontracts for Work performed under this 
Contract, including supervision and oversight.
B. Materiality of Security Inquiry Provisions. The Security Inquiry provisions of this 
Contract, as stated above, are material tp the City’s entry into this Contract and 
any breach by Contractor may, at the City’s sole option and unfettered discretion, 
be considered to be a breach of contract of sufficient magnitude to terminate this 
Contract. Termination will subject Contractor to liability for its breach of contract.
11.26 HAZARDOUS MATERIALS
A. 
Upon discovery of hazardous materials Contractor will comply with all applicable 
laws/ordinances and regulations and take all appropriate health and safety 
precautions.
B. 
Unless included in the Work, if Contractor encounters onsite, or as material to be 
incorporated in the Work, any material which it reasonably believes to contain 
asbestos, polychlorinated biphenyl (PCB), or other hazardous substances or 
materials regulated by public health laws, it wili immediately stop work and report 
the condition to the City.
C. 
If the material is found to contain asbestos, PCB or other hazardous substances or 
materials regulated by public health laws, Contractor will not resume Work in the 
affected area until the material has been abated or rendered harmless. Contractor 
and the City may agree; in writing, to continue Work in non-affected areas onsite.
D. 
An extension of Job Order Time may be granted in accordance with Article 5.
E. 
Contractor will comply with all applicable laws/ordinances and regulations and take 
all appropriate health and safety precautions upon discovery.
F. 
Despite the provisions of this Article 11.26, the City is not responsible for 
hazardous conditions or materials introduced to the Site by Contractor, 
Subcontractors or anyone for whose acts they may be liable. Contractor will 
indemnify, defend and hold harmless the City and the City’s officers, directors, 
employees and agents from and against all claims, losses, damages, liabilities and 
expenses, including attorneys’ fees and expenses, arising out of or resulting from 
those hazardous conditions or materials introduced to the Site by Contractor, 
Subcontractors or anyone for whose acts they may be liable.
11.27 TRAFFIC CONTROL
A. 
Complete street closures will not be permitted unless specified in the Special 
Provisions or approved by the City. The timing and sequence of street closures 
will be approved by the Traffic Engineering Director, or designee, at least fourteen 
(14) days before the closure. This approval is necessary to provide coordination 
with other roadway projects and special events.
B. 
Adequate barricades and lighted warning signs must be installed and maintained 
by Contractor throughout the duration of any Project. All traffic control must be in 
accordance with the current version of the City of Scottsdale Supplement to MAG
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C.
Uniform Standard Specifications Section 401 or as required by the approved 
barricade plan unless othenwise specified in the Special Provisions.
Contractor will submit a construction schedule and a barricade plan to the City 
Traffic Engineering Director, or designee, for approval or modi^cation at least 
seventy-two (72) hours before construction is initiated, and must wait to commence 
construction until the plan is signed as accepted by the City Traffic Engineering 
Director, or designee.
11.28 MATERIAL SOURCE
No material source has been designated by the City for use under this Contract. MAG 
Specification, Section 106 will apply as will ADOT Standard Specifications 1982, Section 
106.1, 106.2, 106.7 & 106.8, which outline controls and Section 1001-1, -2, & -4 
concerning approval of Contractor-Furnished Source and supplemental Contracts in 
regards to environmental analysis and the liability for materials testing costs.
Contractor and Subcontractor furnished material sources situated in the 100-year flood 
plain of any stream or watercourse will not be allowed if located within 1.0 mile upstream 
and 2.0 miles downstream of any highway structure or surfaced roadway crossing.
A Contractor and Subcontractor-furnished source will be defined as a material source, 
which is neither an ADOT furnished source nor a commercial source, as defined in this 
Contract.
A commercial source will be defined as a material source in which the owner or producer 
has been regularly engaged for at least one (1) year during regular business hours on a 
regular basis in the processing and selling of sand, rock, ready mixed Portland cement 
concrete, asphaltic concrete and other similar products normally produced and sold to 
all parties. The company must have an Arizona retail sales tax license.
The location of any new material source or existing non-commercial material source 
proposed for use under this Contract must be reviewed by the appropriate agency 
having flood plain management jurisdiction over the area of proposed source location. 
Contractor and Subcontractor will obtain a letter from the agency addressed to the 
Contract Administrator certifying that the proposed source location conforms to the 
required conditions and the applicable Standard Specifications. Contractor will 
familiarize himself with the nature and extent of the Contract Documents, work to be 
performed, all local conditions, and federal, state and local laws, ordinances, rules and 
regulations that in any manner may affect cost, progress or performance of the Work.
11.29 FAMILIARIZATION WITH APPLICABLE LAWS
Contractor will familiarize itself with the nature and extent of the Contract Documents, 
work to be performed, all local conditions, and federal, state and local laws, ordinances, 
rules and regulations that in any manner may affect cost, progress or performance of 
the Work. 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.
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11.30 NATIVE PLANTS
Contractor agrees it will take whatever steps, procedures or means necessary to 
remove, move, displace and save all native plants within the contract work area in 
accordance with the City of Scottsdale Revised Code, as amended, and all applicable 
state and county statutes, ordinances, codes and other policy requirements and 
recognized methods, procedures, techniques and equipment for protection, salvage, 
and handling of all plants to be moved from the construction area. This is not a pay item 
unless specified upon the Schedule of Bid Items.
11.31 ENDANGERED HARDWOODS
Contractor agrees any construction, building addition or alteration project: which is 
financed by monies of this state or its political subdivisions will riot use endangered 
tropical hardwood unless an exemption is granted by the Director of the State of Arizona, 
Department of Administration.
11.32 CONSTRUCTION ACTIVITY
Contractor agrees that all construction activity occurring on Site shall conform to the 
hour and noise requirements of the City of Scottsdale Revised Code, as amended.
11.33 COMPLIANCE WITH LOCAL, STATE AND FEDERAL LAWS
A. Contractor understands and acknowledges the applicability to it of the American with 
Disabilities Act, the Immigration Reform and Control Act of 1986, the Drug Free 
Workplace Act of 1989, Fair Labor Standards Act, Age Discrimination in Employment 
Act, Family and Medical Leave Act, National Labor Relations Act, Occupational Safety 
and Health Act, and other local, state or federal law governing Contractor’s labor and 
employment practices. Contractor agrees to comply with these laws in performing this 
Contract and to permit the City to verify compliance. Contractor further agrees that 
any violation of provision on the part of Contractor, its employees, agents or assigns 
will constitute a material breach of this Contract.
Contractor will also comply with A.R.S. §34-301, “Employment of Aliens on Public 
Works Prohibited," and A.R.S. §34-302, “Residence Requirements for Ernployees," as 
amended. Contractor will include the terms of this provision in all contracts and 
subcontracts for Work performed under this Contract, including supervision and 
oversight.
Under the provisions of A.R.S. §41-4401 and Exhibit C. attached hereto, 
Contractor warrants to the City that Contractor and ail its Subcontractors wijl 
comply with ail Federal Immigration laws and regulations that relate to its 
employees and that Contractor and all its Subcontractors now comply with the 
E-Verify Program under A.R.S. §23-214(A).
A breach of this warranty by Contractor or any of its Subcontractors will be considered 
a material breach of this Contract and may subject Contractor or Subcontractor to 
penalties up to and including termination of this Contract or any subcontract.
The City retains the legal right to inspect the papers of any employee of Contractor or
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any Subcontractor who works on this Contract to ensure that Contractor or any 
Subcontractor is complying with the warranty given above.
The City may conduct random verification of the employment records of Contractor 
and any of its Subcontractors to ensure compliance with this warranty. Contractor 
agrees to indemnify, defend and hold the City harmless for, from and against all losses 
and liabilities arising from any and all violations of these statutes.
The City will not consider Contractor or any of its Subcontractors in material breach of 
this Contract if Contractor and its Subcontractors establish that they have complied 
with the employment verification provisions prescribed by 8 USCA §1324(a) and (b) of 
the Federal Immigration and Nationality Act and the E-Verify requirements prescribed 
by A.R.S. §23-214(A), as amended. The “E-Verify Program" means the employment 
verification pilot program as jointly administered by the United States Department of 
Homeland Security and the Social Security Administration or any of its successor 
programs.
The provisions of this Article must be included in any contract Contractor enters into 
with any and all of its Subcontractors who provide services under this Contractor any 
Subcontract. “Services” are defined as furnishing labor, time or effort in the State of 
Arizona by a Contractor or Subcontractor. Services include construction or 
maintenance of any structure, building or transportation facility or improvement to real 
property. Contractor will take appropriate steps to assure that all Subcontractors 
comply with the requirements of the E-Verify Program. Contractor’s failure to assure 
compliance by all its Subcontractors with the E-Verify Program may be considered a 
material breach of this Contract by the City.
B. Compliance with Americans with Disabilities Act. The City of Scottsdale assures full 
compliance with Title VI of the Civil Rights Act of 1964, Title II of the Americans with 
Disabilities Act of 1990 (ADA), and other related authorities in all of its programs and 
activities. The City's Title VI and ADA Programs require that no person shall, on the 
grounds of race, color, national origin and disability, be excluded from participation in, 
be denied the benefits of, or be othenwise subjected to discrimination under any 
program or activity. This policy is also applicable to contractors and/or consultants 
conducting work on behalf of the city.
Contractor acknowledges that, in accordance with the Americans with Disabilities Act 
(ADA), programs, services and other activities provided by a public entity to the public, 
whether directly or through a contractor, must be accessible to the disabled public. 
Contractor will provide the services specified in this Contract in a manner that complies 
with the ADA and any and all other applicable federal, state and local disability rights 
legislation. Contractor agrees not to discriminate against disabled persons in the 
provision of services, benefits or activities provided under this Contract and further 
agrees that any violation of this provision on the part of Contractor, its employees, 
agents or assigns will constitute a material breach of this Contract.
C. Equal Employment Opportunity and Discrimination. For the duration of this Contract, 
Contractor represents and warrants it will comply with all applicable local, state and 
federal laws governing equal employment opportunities, or prohibiting employment or 
other discrimination based on any protected characteristic including but not limited to 
actual or perceived race, color, religion, sex, age, disability, national origin, sexual 
orientation, gender identity, or U.S. military status. City of Scottsdale Revised Code,
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Chapter 15 mandates Contractor compliance with the policies contained therein. 
Contractor agrees that any violation of provision on the part of Contractor, its 
employees, agents or assigns will constitute a material breach of this Contract.
Contractor will include the terms of this provision in all contracts and subcontracts for 
work performed under this Contract, including supervision and oversight. The 
Contractor will, in all solicitations or advertisements for employees placed by or on 
behalf of the Contractor, state that all qualified applicants will receive consideration for 
employment without regard to racei color, religion, sex, sexual orientation, gender 
identity, or national origin.
D. No Preferential Treatment or Discrimination. In accordance with the provisions of 
Article II, Section 36 of the Arizona Constitution, the City will not grant preferential 
treatment to or discriminate against any individual or group on the basis of race, sex, 
color, ethnicity or national origin. To avoid the appearance of impropriety, Contractor 
shall not make any donation to the City, of any goods or services during the term of 
this Contract, unless it has specifically been approved by the City Manager or 
designee.
E. Advertising. No advertising or publicity concerning the City using Contractor’s services 
shall be undertaken without prior written approval of such advertising or publicity by 
the Contract Administrator and the City Attorney.
11.34 DATA CONFIDENTIALITY
A. 
As used in this Contract, data means all Information, whether written or verbal, 
including plans, photographs, studies, investigations, audits, analyses, samples, 
reports, calculations, internal memos, meeting minutes, data field notes, work 
product, proposals, correspondence and any other similar documents or 
information prepared by or obtained by Contractor in the performance of this 
Contract.
B. 
The parties agree that all data, including originals, images, and reproductions, 
prepared by, obtained by, or transmitted to Contractor in connection with 
Contractor’s performance of this Contract is confidential and proprietary 
information belonging to the City.
C. 
Contractor will not divulge data to any third party without first obtaining the written 
consent of the City. Contractor will not use the data for any purposes except to 
perform the services required under this Contract. These prohibitions will not apply 
to the following data provided Contractor has first given the required notice to the 
City:
1. Data, which was known to Contractor before its performance under this 
Contract unless the data was acquired in connection with the Work 
performed for the City;
2. Data which was acquired by Contractor in its performance under this 
Contract and which was disclosed to Contractor by a third party, who to the 
best of Contractor’s knowledge and belief, had the legal right to make 
disclosures and Contractor is not otherwise required to hold the data in
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confidence; or
3. Data, which is required to be disclosed by virtue of law, regulation, or court 
order to which Contractor is subject.
D. 
In the event Contractor is required or requested to disclose data to a third party, or 
any other information to which Contractor became privy as a result of any other 
contract with the City, Contractor will first notify the City as required in this Article 
of the request or demand for the data, Contractor will give the City sufficient facts 
so that the City can be given an opportunity to first give its consent or take any 
action the City may consider appropriate to protect the data or other information 
from disclosure.
E. 
Unless prohibited by law, within ten (10) days after completion of services for a 
third party on real or personal property owned or leased by the City, Contractor will 
promptly deliver, as stated in this Article, a copy of all data to the City. All data will 
continue to be subject to the confidentiality requirements of this Contract.
F. 
Contractor assumes all liability for maintaining the confidentiality of the data in its 
possession and agrees to compensate the City if any of the provisions of this 
Article are violated by Contractor, its employees, agents or Subconsultants. Solely 
for the purposes of seeking injunctive relief, it is agreed that a breach of this Article 
will be considered to cause irreparable harm that justifies injunctive relief in court.
11.35 CONFLICT OF INTEREST
A. 
To evaluate and avoid potential conflicts of interest. Contractor will provide written 
notice to the City, as stated in this Article, of any work or services performed by 
Contractor for third parties that may involve or be associated with any real property 
or personal property owned or leased by the City. The notice will be given seven 
(7) business days before commencement of the Project by Contractor for a third 
party, or seven (7) business days before an adverse action as defined below. 
Written notice and disclosure will be sent to the City Senior Representative 
identified in Article 7.4.
B. 
Actions that are considered to be adverse to the City under this Contract include 
but are not limited to:
1. Using data as defined in this Contract acquired in connection with this 
Contract to assist a third party in pursuing administrative or judicial action 
against the City;
2. Testifying or providing evidence on behalf of any person in connection with 
an administrative or judicial action against the City; and
3. Using data to produce income for Contractor or its employees 
independently of performing the services under this Contract, without first 
obtaining the written consent of the City.
C. 
Contractor represents that except for those persons, entities and projects identified 
to the City, the services to be performed by Contractor under this Contract are not
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Contract No. 2026-090-COS
D.
expected to create an interest with any person, entity, or third party project that is 
or may be adverse to the interests of the City.
Contractor's failure to provide a written notice and disclosure of the information 
stated in this Article on Conflicts of Interest will constitute a material breach of this 
Contract.
E. This Contract is subject to cancellation by the City of Scottsdale in accordance with 
the provisions of A.R.S. § 38 511, as amended.
11.36 COMMENCEMENT OF STATUTORY LIMITATION PERIOD AND STATUTE OF 
REPOSE
A. 
Before Final Completion. As to acts or failures to act occurring before the relevant 
date of Final Completion, any applicable statute of limitations will commence to run 
and any alleged cause of action will be considered to have accrued in any and all 
events not later than the date of Final Completion.
B. 
Between Punch List Preparation and Final Completion. As to acts or failures to 
act occurring between the relevant date of Punch List Preparation and before Final 
Completion, any applicable statute of limitation will begin to run and any alleged 
cause of action will be considered to have accrued in any events not later than the 
date of Final Completion.
C. 
After completion. As to acts or failures to act occurring after the date of Final 
Completion, any applicable statute of limitations will commence to run and any 
alleged cause of action will be considered to have accrued in any and all events 
not later than the date of any correction of the Work or failure to correct the Work 
by the Contractor, or the date of actual commission of any other act or failure to 
perform any duty or obligation by the Contractor or the City, whichever occurs last.
D. 
Statute of Repose. The time period for the applicable Statute of Repose will 
comnrience to run at the time specified in A.R.S. §12-552 as it is amended or 
renumbered from time to time.
11.37 LOSS AND DAMAGES
Except as expressly provided in this Contract, all loss or damage arising out of the nature 
of the Work to be done or from the action of the elements, or from any unforeseen 
circumstances, in the prosecution of the same, or from any unusual obstructions or 
difficulties which may be encountered in or during the prosecution of the Work, or from 
any casualty whatsoever of every description, will be sustained and borne by Contractor 
at its sole cost and expense. By signing this Contract, all rights of subrogation are waived 
against the City, its officers, officials, agents and employees.
11.38 RIGHTS-OF-WAY
The M.A.G. Standard Specification 107.12 is modified to read as follows: “Contractor, at 
its own expense, is responsible for the acquisition of any necessary temporary 
easements for construction purposes, storage and maintenance purposes, which are
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Contract No. 2026-090-COS
required in addition to existing easements or rights of way secured by the City as 
indicated upon the plans.”
11.39 EXISTING TRAFFIC AND STREET SIGNS AND TRAFFIC SIGNAL EQUIPMENT
Contractor will use due care when excavating at or near intersections where traffic signal 
underground conduit is located. Contractor will notify the Transportation Maintenance 
Traffic Signal Division (tel. 480.312.5620) at least forty-eight (48) hours in advance of 
any work at the intersections. Contractor will be responsible for the installation and 
maintenance of temporary overhead traffic signal cable as specified by the 
Transportation Department when underground conduit is to be severed by excavations 
at the intersection. The Transportation Department will have all underground traffic 
conduit located and will provide the necessary City Technicians to assist Contractor in 
identifying wiring phases and direction of conduit runs upon twenty-four (24) hours’ 
notice from Contractor and at least one (1) day before Contractor's scheduled wiring and 
installation of temporary cables. Contractor will be responsible for the wiring and 
connection of all temporary cable within the pull boxes and terminal compartments. The 
Transportation Department will provide a City technician to assist Contractor with 
connecting field wiring within the traffic signal control cabinet. Contractor will provide, at 
its expense, at least one off-duty uniformed Police Officer as may be required to direct 
traffic while the traffic signal is turned off and the wiring is transferred. Contractor will 
be responsible as specified by the Traffic Department for the repair and restoration of 
all traffic signal overhead and underground items that have been damaged or modified. 
The City does not permit the splicing of Magnetic Detector Loops.
11.40 CERTIFICATION OF USE OF BENCHMARKS
In compliance with the City’s Design Standards & Policies Manual (DS&PM), Sections 
9-1.1 and 9-1.301, it is the City’s intent that Contractor must use both horizontal and 
vertical benchmarks with City of Scottsdale published values for any survey on all public 
works projects. These published values are available for public use at the following 
website: 
https://eservices.scottsdaleaz.qov/maps/benchmarks. AT LEAST 1
HORIZONTAL AND 1 VERTICAL BENCHMARK MUST MATCH THE NORTHING, 
EASTING OR ELEVATION VALUES PUBLISHED ON THE CITY’S WEBSITE. If 
required by the City, Contractor must sign and submit with this Contract, the Certificate 
of Use attached and by reference made a part of this Contract.
11.41 TAX INDEMNIFICATION
The fee listed in this Contract includes any and all taxes applicable to the activities under 
this Contract. The City will have no obligation to pay additional amounts for taxes of any 
type. Contractor, its Subcontractors, Subconsultants and Suppliers, shall pay all 
Federal, state and local taxes applicable to its operation and any persons employed by 
Contractor, its Subcontractors, Subconsultants and Suppliers, except as may be 
othenA/ise provided in this Contract. Contractor shall, and also require its 
Subcontractors, Subconsultants and Suppliers to hold the City harmless from any 
responsibility for taxes, damages and interest, if applicable, contributions required under 
Federal, and/or state and local laws and regulations and any other costs including 
transaction privilege taxes, unemployment compensation insurance, Social Security and 
Worker’s Compensation.
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Contract No. 2026-090-COS
11.42 ISRAEL BOYCOTT/FORCED LABOR PROVISIONS
By executing this contract, Contractor certifies that it is not currently engaged in and will 
not for the duration of this Contract engage in boycott activity proscribed by A.R.S. § 35- 
393 et seq, as amended.
Pursuant to A.R.S. § 35-394, as amended, Contractor warrants and certifies that it does 
not currently, and agrees for the duration of this Contract that it will not use:
1) 
The forced labor of ethnic Uyghurs in the People's Republic of China.
2) 
Any goods or services produced by the forced labor of ethnic Uyghurs in the 
People's Republic of China.
3) 
Any contractors, subcontractors or suppliers that use the forced labor or any goods 
or services produced by the forced labor of ethnic Uyghurs in the People's Republic 
of China.
If Contractor becomes aware during the term of this Contract that Contractor is not in 
compliance with this Article, Contractor shall notify the City within five (5) business days 
after becoming aware of the noncompliance. Failure of Contractor to provide a written 
certification that Contractor has remedied the noncompliance within one hundred eighty 
(180) days after notifying the City of its noncompiiance will result in automatic termination 
of this Contract, unless an earlier contract termination, cancellation, or expiration date 
applies.
ARTICLE 12- DEFINITIONS
“Allowance" means an agreed amount by the City and Contractor for items which may be required 
to complete the scope of work.
“As-Built Document” - "As-built in construction is equivalent to “as-is." Drawings deemed “as- 
built" are final drawings that include all changes made during the actual construction process. 
These drawings represent the actual existing constructed conditions as opposed to designs or a 
proposed condition. The As-Built Documents should be per A.R.S. § 32-152.
“Blueline or Blackline Prints" - Prints that allows comparison of document versions to show what 
has been revised.
“City" or “Owner” means the City of Scottsdale, Arizona, an Arizona municipal corporation. 
Regulatory activities handled by the City of Scottsdale Development Services, Planning and Fire 
Departments or any other City department are not subject to the responsibilities of the City under 
this Contract.
“City's Representative" means the person designated in Article 7.4(A)(2).
"City's Senior Representative" means the person designated in Article 7.4(A)(1).
"Claim” means a written request for either payment of additional monies or extension of contract 
time, submitted in accordance with the terms of this Contract or applicable law.
“Construction Coordinator” means a City employee who coordinates the daily construction 
activities with Contractor, and with their inspection staff that performs quality control inspections.
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Contract No. 2026-090-COS
enforces project plans and specifications and adopted City codes and ordinances.
“Construction Documents” means the plans, specifications and drawings prepared by the Design 
Professional after correcting for permit review requirements and incorporating any approved 
amendments, addenda, exhibits and Job Order Adjustments.
“Construction Services" - as used in this Contract is defined in A.R.S. §34-101, as amended.
“Contract Administrator” means the person designated in Article 7.4(A) or designee. The Contract 
Administrator will serve as Contractor’s primary point of contact with the City, monitor Contractor’s 
performance, review and approve invoices, establish delivery schedules, and in conjunction with 
Purchasing ensure Certificates of Insurance are current, conform to the requirements of this 
Contract, and are in the City’s possession. Contractor will direct any reports and/or special 
requests to the Contract Administrator.
"Contract Documents" means the following items and documents in descending order of 
precedence executed by the City and Contractor: (1) Job Order Adjustments; (2) Contract 
Modifications: (3) Job Orders; (4) this Contract including all exhibits and attachments; (5) 
Contractor’s Proposal (if any); (6) Contractor Statement of Qualifications.
"Contract Modification” means a specific written concurrence between the City and Contractor for 
changes to this Contract consistent with the City of Scottsdale Procurement Code, as amended.
“Contract Price" means the amount or amounts stated in Article 4 subject to any Contract 
Modifications.
“Contract Services” means the services required by the Contract Documents.
"Contract Time(s)’’ means the time stated in Article 3, subject to Contract Modifications as 
permitted by this Contract.
“Contractor” is Contractor selected by the City to provide or procure construction services as 
detailed in this Job Order Contract.
“Contractor Payment Request" means the City form used by Contractor to request progress 
payments for Job Orders in accordance with Article 6.
“Contractor’s Representative" means the person described in Article 7.4(B)(2).
"Contractor’s Senior Representative" means the person described in Article 7.4(B)(1).
“Day(s)” means calendar days unless othenwise specifically noted in the Contract Documents.
"Delay” means an unanticipated event or interference with the progress of a critical path work 
activity being performed at the time that causes the completion date of the project to be extended. 
Delays may be caused by the City, Contractor, third parties or Force Majeure events. Delays may 
be excusable, compensable, non-compensable or concurrent.
“Delay, Compensable" means delay that results from the City’s actions or inactions that entitle 
Contractor to both a time extension and deiay damages.
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"Delay, Concurrent" means two (2) or more delays, within the same timeframe, both of which 
would Independently impact the Project Schedule. If one delay Is caused by the City and the 
other by Contractor, Contractor will generally be entitled to an excusable, non-compensable time 
extension, to the degree the delays may “overlap.”
"Delay, Excusable" means an unforeseeable delay caused by an event beyond the control and 
without the fault or negligence of Contractor (including its Suppliers and Subcontractors). 
Excusable delays may be compensable or non-cbmpensable, depending upon whether the terms 
of the Contract or the law allows recovery of delay costs. Unless otherwise shown, it will generally 
be presumed that these delays are non-compensable.
“Delay, Non-Excusable” means a delay within the control of Contractor, its Suppliers and 
Subcontractors, or a delay resulting from a risk taken by Contractor under the terms of the 
Contract. Contractor will not be due any time extension or delay damages, and may be 
responsible for paying to the City, actual or liquidated damages for the delay.
“Deliverables" means the work products prepared by Contractor in performing the scope of work 
described in this Contract. Some of the major deliverables to be prepared and provided by 
Contractor may include, but are not limited to: Construction Management Plan, Project Schedule, 
Schedule of Values, alternative system evaluations, procurement strategies and plans, cost 
estimates, construction market surveys, cash flow projections. Subcontractor procurement plan. 
Subcontractor Contracts, Subcontractor bid packages, Supplier Contracts, and others as 
indicated in this Contract or required by the Project Team.
“Design Services" - as Used in this Contract is defined in A.P.S. §34-101, as amended.
“Design Team” or “Design Professional" refers to licensed design professionals, as defined in 
A.R.S. §34-101 as amended.
“Differing Site Conditions" comply with M.A.G. Standard Specifications, Subsection 102.4.
“Effective Date" means the date specified in this Contract on which the Contract becomes 
effective, but if no date is specified, the date on which the City executes this Contract.
“Field Order” means a written field directive prepared and signed by the City, directing a change 
in Work that does not include an adjustment in the Job Order Time or Job Order Price.
“Final Acceptance” means the completion of a Job Order as prescribed in Article 3.5.
“Financial Services" - as used in this Contract is defined in A.R.S. §34-101, as amended.
“Hazardous Substance" -means:
(a) Any substance designated pursuant to sections 311 (b) (2) (A) and 307(a) of the clean 
water act.
(b) Any element, compound, mixture, solution or substance designated pursuant to 
section 102 of CERCLA.
(c) Any hazardous waste having the characteristics identified under or listed pursuant to 
section 49-922.
(d) Any hazardous air pollutant listed under section 112 of the federal clean air act (42 
United States Code section 7412).
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Contract No. 2026-090-COS
(e) Any imminently hazardous chemical substance or mixture with respect to which the 
administrator has taken action pursuant to section 7 of the federal toxic substances 
control act (15 United States Code section 2606).
(f) Any substance which the director, by rule, either designates as a hazardous substance 
following the designation of the substance by the administrator under the authority 
described in subdivisions (a) through (e) of this paragraph or designates as a 
hazardous substance on the basis of a determination that such substance represents 
an imminent and substantial endangerment to public health.
“Horizontal Construction" - as used in this Contract is defined in A.R.S. §34-101, as amended.
“Informational Submittals" - Submittals are required (common with construction projects) for the 
architect and engineer to verify that the correct products and quantities will be installed on a 
project.
“Job Order" or “Project” means a specific scope of Contract Services done pursuant to an 
individual Job Order and includes a specific written Contract between the City and Contractor for 
a Job Order including a Scope of Work, a Job Order Price, a Job Order Time and any special 
conditions that may apply to be performed under this Contract. The Job Order includes the plans, 
technical specificatidns, special provisions and Contractor’s proposal either by reference or 
inclusion.
"Job-Order-Contracting" means a project delivery method as defined in A.R.S. §34-101, as 
amended.
“Job Order Adjustment" or “Adjustment" means a written order signed by an authorized 
representative of the City and which approves changes in the Work required under a Job Order, 
the Job Order Price, and/or the Job Order Time consistent with the City of Scottsdale Procurement 
Code, as amended.
“Job Order NotIce-to-Proceed," (NTP) means a written notice given by the City to Contractor fixing 
the date on which Contractor will start to perform Contractor’s obligations under that individual 
Job Order.
“Job Order Price” means the amount negotiated between Contractor and the City for an individual 
Job Order that includes costs, overhead, bonding, insurance, profit and other costs as agreed to 
and calculated on the Unit Prices, cost-coefficient and special items as prescribed in Article 4.
“Job Order Time" or “Duration of the Work" means the number of Day(s) from a Job Order Notice- 
to-Proceed to Substantial Completion. The approved Job Order Time will be made part of this 
Contract by executing an individual Job Order for specific Work.
“Legal Requirements" means all applicable federal, state and local laws, codes, ordinances, 
rules, regulations, orders and decrees of any government or quasi-government entity having 
jurisdiction over a Project or Site, the practices involved in a Project or Site, or any Work.
"Liquidated Damages" means an amount Contractor will pay in compliance with Article 3.6.
"Maintenance Services" - as used in this Contract is defined in A.R.S. §34-101, as amended.
“Must”, “will" and “shall” as used in this Contract are mandatory.
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Contract No. 2026-090-COS
“Operations Services" - as used in this Contract is defined in A.R.S. §34-101, as amended.
“Owner Agent,” "City’s Agent" or “Owner Representative” see “City’s Senior Representative.”
“Payment Request” means a form that is accepted by the City and used by Contractor in 
requesting progress payments or final payment and which will include any supporting 
documentation as is required by the Contract Documents or the City, and is based on a monthly 
estimate of the dollar value of the Work completed.
“Product Data" means illustrations, standard schedules, performance charts, instructions, 
brochures, diagrams and other information furnished by Contractor to illustrate materials or 
equipment for some portion of the Work.
"Professional Certification” - Professional certification is a designation which indicates that a 
person is qualified to perform a job or task. Professional certification can be trade certification or 
professional designation.
“Project Record Documents" means the documents created pursuant to Article 1.9.
“Project Record Drawing Prints" - Set of current design drawings used by construction contractor 
for reference during construction. These drawings are typically marked up during the construction 
process and are used to develop the subsequent As-Built Documents.
"Project Team” - Consists of the Design Professional, the Contractor, the Contract Administrator, 
the City’s representatives and other stakeholders who are responsible for making decisions 
regarding the Project.
“Punch List" means those minor items of Work to be completed before Final Acceptance which 
do not prevent the Project from being used for the purpose for which it is intended and which will 
not prevent the issuance of a Certificate of Occupancy.
“Samples" means physical examples that illustrate materials, equipment, or workmanship 
representative of a part of the Work and which establish the standards by which that portion of 
the Work will be judged.
"Schedule of Values (SOV)" means the Document specified in the construction phase, which 
divides the Job Order Price into pay items, such that the sum of all pay items equals the Job Order 
Price for the construction phase Work, or for any portion of the Work having a separate specified 
Job Order Price. The SOV may or may not be output from the Progress Schedule depending on 
whether the Progress Schedule is cost-loaded or not.
“Shop Drawings" means drawings, diagrams, schedules and other data specially prepared for the 
Work by Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor 
to illustrate some portion of the Work.
“Site" means the land or premises on which a Job Order is located. Contractor will require all 
Subcontractors to include the street address of the Job Order in their contracts.
“Specifications” means those sections of the Contract Documents for the construction phase 
consisting of written technical descriptions of materials, equipment, construction systems.
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Contract No. 2026-090-COS
standards and workmanship as applied to the Work and certain applicable administrative details.
“Subcontractor” or "Subconsultant” means a person or firm having a direct contract with 
Contractor or any other person or firm having a contract with Contractor at any tier, who undertake 
to perform a part of the Work for which Contactor is responsible. All Subcontractors, 
Subconsultants and Suppliers must be selected in accordance with the subcontractor and major 
supplier selection provisions of this Contract.
“Substantial Completion” means when the Work, or when an agreed upon portion of the Work is 
sufficiently complete so that the City can occupy and use the Project or a portion of it for its 
intended purposes. This may include, but is not limited to: (1) approval by the City Fire Marshall 
and local authorities (Certificate of Occupancy): (2) issuance of elevator permit; (3) demonstration 
to the City that all systems are in place, functional, and displayed to the City or its representative: 
(4) installation of all materials and equipment; (5) City review and acceptance of all systems; (6) 
City review and acceptance of draft O&M manuals and record documents; (7) City operation and 
maintenance training completed; (8) HVAC test and balance completed [provide minimum 30 
days before projected substantial completion]; (9) completed landscaping and site work; and (10) 
final cleaning.
"Supplier" means a manufacturer, fabricator, supplier, distributor, material man or vendor having 
a direct contract with Contractor or any Subcontractor or Subconsultant to furnish materials or 
equipment to be incorporated in the in the Work by Contractor or any Subcontractor or 
Subconsultant.
“Work" means the entire completed Jop Order or the various separately identifiable parts of the 
Job Order, required to be furnished in accordance with the Contract Documents. Work includes 
and is the result of performing or furnishing labor and furnishing and incorporating materials, 
resources and equipment into the Job Order, and performing or furnishing services and 
documents as required by the Contract Documents.
[END OF TEXT- SIGNATURE PAGE TO FOLLOW]
(Revised 5.6.2026) 
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Contract No. 2026-090-COS
CITY OF SCOTTSDALE, ARIZONA 
CONTRACT NO. 2026-090-COS 
CONTRACT___________
THE CITY OF SCOTTSDALE, by its Mayor and City Clerk have subscribed their names this 
_____day of____________________ , 2026.
CITY OF SCOTTSDALE, 
an Arizona municipal corporation
CONTRACTOR:
Summa Mechanical Contractors, Inc., 
an Arizona corporation
By:
Lisa Borowsky, Mayor
ATTEST:
By:_
Name:
Title:
Ben Lane, City Clerk 
REVIEWED BY:
Melanie Gibson
City Contract Administrator
Jenn Myers, MPA, CPPO, NIGP-CPP, CPPB 
Purchasing Director
Alison Tymkiw, Senior Director - City Engineer
George Woods
Safety & Risk Management Director
APPROVED AS TO FORM: 
OFFICE OF THE CITY ATTORNEY
L6f5 E. Santaella, City Attorney 
By: Lydia Tulin, Assistant City Attorney
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Contract No. 2026-090-COS
i
EXHIBIT A
STATUTORY PERFORMANCE BOND 
PURSUANT TO TITLE 34, CHAPTER 6,
OF THE ARIZONA REVISED STATUTES 
(Penalty of this bond must be 100% of the Contract Amount)
KNOW ALL MEN BY THESE PRESENTS:
That, __________________________  (hereinafter called the Principal) as Principal, and
________________________ , a corporation organized and existing under the laws of the State of
_______________ with its principai office in the City of____________________ , (hereinafter called
the Surety), as Surety, are held and firmly bound unto the City of Scottsdale, County of Maricopa, State of
Arizona in the amount of________________________ Dollars ($____________ ), for the payment
whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors 
successors and assigns, jointly and severally, firmly by these presents.
WHEREAS, the Principal has entered into a certain written contract with the City of Scottsdale, dated the
____ day of_______________ , 20__ , for Bid No. (bid number). Project No. (project number), (project
name), which contract is hereby referred to and made a part hereof as fully and to the same extent as if 
copied at length herein.
NOW THEREFORE, the condition of this obligation is such, thatif the Principal faithfully performs and fuirills 
all of the undertakings, covenants, terms, conditions and Contracts of the contract during the original term 
of the contract and any extension of the contract, with or without notice to the surety, and during the life of 
any guaranty required under the contract, and also performs and fulfills all of the undertakings, covenants, 
terms, conditions and Contracts of all duly authorized modifications of the contract that may hereafter be 
made, notice of which modifications to the surety being hereby waived, the above obligation is void. 
Otherwise it remains in full force and effect.
PROVIDED HOWEVER, that this Bond is executed pursuant to the provisions of Title 34, Chapter 6, 
Arizona Revised Statutes, and all liabilities on this Bond will be determined in accordance with the 
provisions of Title 34, Chapter 6, Arizona Revised Statutes, to the extent as if it were copied at length in 
this Contract. The prevailing party in a suit on this bond will recover as part of the judgment reasonable 
attorney fees that may be fixed by a Judge of the Court. The performance under this bond is limited to the 
construction to be performed under the contract and does not include any design services, preconstruction 
services, financial services, maintenance services, operations services or any other related services 
included in the contract.
WITNESS our hands the
day of.
20_
PRINCIPAL
BY:
SURETY
(SEAL)
AGENCY OF RECORD
AGENCY ADDRESS
(Revised Aug.2024)
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Contract No. 2026-09b-COS
EXHIBIT B
STATUTORY PAYMENT BOND
PURSUANT TO TITLE 34, CHAPTER 6,
OF THE ARIZONA REVISED STATUTES
(Penalty of this bond must be 100% of the Contract Amount)
KNOW ALL MEN BY THESE PRESENTS:
That.
_ (hereinafter called the Principal), as Principal, and 
. a corporation organized and existing under the laws of the
_, with its principal office in the City of
State of ______
(hereinafter called the Surety), as Surety, are held and firmly bound unto the City of Scottsdale,
County of Maricopa, State of Arizona, in the amount of__________________________ Dollars
($_______________). for the payment whereof, the said Principal and Surety bind themselves,
and their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by 
these presents.
WHEREAS, the Principal has entered into a certain written contract with the City of Scottsdale
dated the_____day of__________________ , 20___, for Bid No. (bid number). Project No.
(project number), (project name), which contract is hereby referred to and made a part hereof as 
fully and to the same extent as if copied at length herein.
NOW, THEREFORE, the condition of this obligation is such that if the Principal promptly pays all 
monies due to all persons supplying labor or materials to the Principal or the Principal's 
subcontractors in the prosecution of the work provided for in the contract, this obligation is void. 
Otherwise it remains in full force and effect.
PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Title 34, Chapter 
6, of the Arizona Revised Statutes, and all liabilities on this bond will be determined in accordance 
with the provisions, conditions and limitations of Title 34, Chapters, Arizona Revised Statutes, to 
the same extent as if they were copied at length in this Contract.
The prevailing party in a suit on this bond wili recover as a part of the judgment reasonable 
attorney fees that may be fixed by a Judge of the Court.
WITNESS our hands the
day of
.,20_
PRINCIPAL
BY:
SURETY (SEAL)
AGENCY OF RECORD
AGENCY ADDRESS
(Revised Aug:2024)
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Contract No. 2026-090-COS
EXHIBIT C
CONTRACTOR E-VERIFY COMPLIANCE WARRANTY
Gontraet Title/Number (“Contract”);.
Contractor (Legal Name):________
E-Verify Company ID#:_________ _
Date of Enrollment:_____________
The undersigned contractor (“Contractor”) hereby represents, warrants, and certifies to the City 
of Scottsdale that;
□ The Contractor has employees that will be providing services within the State of Arizona and
agrees with the following:
1. The Contractor complies with all federal immigration laws.
2. The Contractor is registered with and actively uses the federal E-Verify system to verify 
employment eligibility of all newly hired employees in Arizona, as required by Arizona Revised 
Statutes § 41-4401 and § 23-214(A).
3. The Contractor does not employ unauthorized aliens for the performance of services related to 
the Contract.
4. The Contractor shall retain records demonstrating E-Verify compliance and will produce such 
records upon request from the City.
5. The Contractor will require all subcontractors who perform work under the Contract within the 
State of Arizona to comply with these requirements.
□ The Contractor and any of its subcontractors do not have employees within the State of
Arizona or employees that will be providing services for the Contract in the State of Arizona.
A breach of this warranty is considered a material breach of contract, subject to penalties up to and 
including termination of the contract. The undersigned represents and warrants that he or she is duly 
authorized to execute this warranty on behalf of Contractor.
Contractor (Legal Name):
Authorized Representative Signature:
Name:_______________________
Title: ________________ .
Date:__________________
.
Last Updated: April 7, 2026
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