5-00500 Owner Contractor Agreement-R1.pdf

00500.1

SECTION 00500

OWNER-CONTRACTOR AGREEMENT

PROJECT: MCC Vet Tech Lab Building

PROJECT ADDRESS: 1833 W. Southern Avenue

COLLEGE: Mesa Community College 10

IFB NO.: #3617-9 PROJECT NO.: 25.2812

THIS AGREEMENT is dated as of the day of , in the year 2026, by and between Maricopa 15 County Community College District, ("Owner"), whose mailing address is:

MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT

2411 West 14th Street Tempe, Arizona 85281 20 and

("Contractor"), whose mailing address is:

<address

<city/state/zip

<phone

<contact name and e-mail 35

All correspondence, submittals and notices relating to or required under this Contract shall be sent in writing to the above addresses, unless either party is notified in writing by the other of a change in address.

WITNESSETH:

WHEREAS, it is the intention of the Owner to obtain the services of the Contractor to complete all Work as specified in the Contract documents in connection with the construction of:

MCC Vet Tech Lab Building hereinafter referred to as the "Project" or the "Work" and

WHEREAS, the Contractor desires to perform such construction in accordance with the terms and 50 conditions of this Agreement, NOW, THEREFORE, in consideration of the promises made herein and other good and valuable consideration, the following terms, covenants and conditions are hereby mutually agreed to, by and between the Owner and Contractor: 55

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Article 1

DEFINITIONS

1.1 All terms in this Agreement which are defined in the Information for Bidders and the General Conditions shall have the meanings designated therein. 5

1.2 The Contract Documents are as defined in the General and Conditions. Such documents form the Contract, and all are as fully a part thereof as if attached to this Agreement or repeated herein.

Article 2

STATEMENT OF WORK

2.1 The Contractor shall provide and pay for all materials, tools, transportation, equipment, temporary facilities and labor; and associated required management, supervision, coordination, professional and 15 non-professional services; and shall perform all other acts and supply all other things necessary, to fully and properly perform and complete the Work, as required by the Contract Documents.

2.2 The Contractor shall further provide and pay for all related facilities described in any of the Contract Documents, including all work expressly specified therein and such additional work as may be reasonably 20 inferred therefrom, saving and exception only such items of work as are specifically stated in the Contract Documents not to be the obligation of the Contractor. The totality of the obligations imposed upon the Contractor by this Article and by all other provisions of the Contract Documents, as well as the structures to be built and the labor to be performed, is herein referred to as the "Work."

Article 3

ARCHITECT

3.1 The Owner has retained the following professional services architectural firm (“Architect” or “Consultant”) who is to act on behalf of the Owner, assume all duties and responsibilities of and have the 30 rights and authority assigned to the Architect in the Contract Documents in connection with the completion of the Work in accordance with the Contract Documents. The Architect (as defined in the General Conditions) shall be:

SPS+Architects 35

8681 E. Via De Negocio

Scottsdale, Arizona 85258

P | 480.991.0800

Contact: Maryam Moradnejad (email: Maryam.M@spsplusarchitects.com ) 40 provided, however, that the Owner may, without liability to the Contractor, unilaterally amend this Article from time to time by designating a different person or organization to act as its Consultant and so advising the Contractor in writing, at which time the person or organization so designated shall be the Consultant for 45 purposes of this Contract.

3.2 For the purposes of this Agreement, if no Architect is retained, all requirements and responsibilities of the Architect will be provided by the Owner.

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Article 4

COMMENCEMENT, CONTRACT TIME AND COMPLETION

4.1 The Contractor shall commence the Work promptly upon the date established in the Notice to Proceed. If there is no Notice to Proceed, the date of commencement of the Work shall be the date of this 5 Agreement or such other date as may be established herein.

4.2 Time is of the essence

The Contractor shall achieve Substantial Completion and Final Completion as defined in the General Conditions, within the time periods stated hereunder taken from the date of Notice to Proceed or the date 10 otherwise established for the commencement of Work.

4.2.1 The entire Work shall be Substantially Complete on or before the following date in accordance with the requirements of the Contract Documents, General Conditions or Contract Conditions:

October 15, 2027

4.2.1.1 Data Room(s): Must reach Final Completion (including completion of any punch list items) and be ready for Owner occupancy at least 14 Days ahead of balance of the Work’s Substantial Completion. This includes all permanent lighting, finishes, permanent air conditioning system, final cleaning and ability to 20 secure the room.

4.2.2 The Work shall be complete and ready for Final Completion on or before the following date in accordance with the requirements of the Contract Documents, General Conditions or Contract Conditions: 25

November 12, 2027

The Contractor also shall consider that the Owner needs the complete use of these facilities as quickly as possible. If the Contractor proposes completion of the Work on an accelerated schedule, the requirements 30 within the General Conditions shall be met with regard to early completion and any resulting adjustment to the Date of Substantial Completion.

4.3 Liquidated Damages

4.3.1 Owner and Contractor recognize that time is of the essence to this Agreement and that Owner will suffer financial loss if the Work does not reach Substantial Completion within the times specified in paragraph 4.2.1, above, plus any extensions thereof allowed in accordance with the General Conditions.

They also recognize the delays, expense and difficulties involved in proving the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and 40 Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay Owner, at the Owner’s sole option, One Thousand dollars ($1,000.00) for each consecutive calendar Day (Sundays and holidays included) that expires after the time specified in paragraph 4.2.1 for Substantial Completion of the Work, until the Work reaches Substantial Completion.

4.3.2. Owner and Contractor further recognize that time is of the essence to this Agreement and that Owner will suffer additional financial loss and adverse impact if the Work does not reach Final Completion 50 within the times specified in paragraph 4.2.2 above, plus any extensions thereof allowed in accordance with the General Conditions. They also recognize the delays, expense and difficulties involved in proving the actual loss or adverse impacts suffered by Owner if the Work does not reach Final Completion on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay Owner, at the Owner’s sole option, 55

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Five Hundred dollars ($500.00) for each consecutive calendar Day (Sundays and holidays included) that expires after the time specified in paragraph 4.2.2 for Final Completion of the Work until the Work is Accepted.

4.4 Because the District is further damaged or adversely impacted in their ability to properly operate and maintain the Work due to late or incomplete Owner training, and failure to receive complete close out documents including O&M Manuals, as-constructed drawings and specifications. They also recognize the delays, expense and difficulties involved in proving the actual loss or adverse impacts suffered by Owner if the training and full close out of the Work per the Contract Documents is not completed on a timely 10 basis. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as additional liquidated damages for delay (but not as a penalty) Contractor shall pay Owner, at the Owner’s sole option, the following for each calendar day past 30 calendar days following the date of Substantial Completion that these items remain incomplete or absent:

Close-out Completion $ 100.00

4.5 Items in Paragraph 4.4 that remain incomplete after providing a reasonable amount of time to complete past final close out of this Agreement shall result in a deduction of up to ONE PERCENT (1%) of the subcontract Schedule of Values amount for the particular trade or subcontractor. The Owner has sole 20 discretion regarding a reasonable time limit to complete the close out requirements or the application of some or all of the allowed one percent reduction in Contract Price. Only the District Director of Facilities Planning and Development may waive collection of these damages.

4.6 The amount of liquidated damages set forth above shall be assessed cumulatively and 25 independently of each other. Liquidated damages are agreed to because actual damages or adverse impacts in many areas will be difficult or impossible to ascertain. The Agreement also makes provision for recovery of certain known costs in addition to the liquidated damages. This provision for liquidated damages does not bar Owner's right to collect actual costs as stated in the General Conditions, or enforce other rights and remedies against Contractor, including but not limited to, specific performance or injunctive relief. 30

Article 5

CONTRACT PRICE

5.1 Provided that the Contractor shall strictly and completely perform all of its obligations under the Contract Documents, and subject only to additions and deductions by Change Order or as otherwise provided in the Contract Documents, the Owner shall pay to the Contractor, in current funds and at the times and in the installments hereinafter specified, Dollars $

("Contract Sum") which includes all specific cash and contingency allowances which have been computed in accordance with the General Conditions, as well as all applicable sales tax. 45

Article 6 PROGRESS PAYMENTS and INTEREST

6.1 The Contractor hereby agrees that on or about the twenty-fifth day of the month for every month during the performance of the Work, he will deliver to the Architect an Application for Payment in accordance with the provisions of the General Conditions. This date may be changed upon mutual agreement, stated in writing, between the Owner and Contractor. Payment under this Contract shall be made as provided in the General Conditions. 55

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6.2 All moneys not paid when due as provided in the General Conditions shall bear interest in accordance with Arizona Revised Statutes §41-2577.

Article 7

CONTRACTOR'S REPRESENTATIONS 5

In order to induce Owner to enter into this Agreement, Contractor makes the following representations:

7.1. Contractor has examined and carefully studied the Contract Documents, including any Addenda, and all other related data identified in the Construction Documents including "technical data" and geo-10 technical reports.

7.2. Contractor has visited the site and become familiar with and is satisfied as to the general, local and site conditions that may affect cost, progress, performance or furnishing of the Work.

7.3. Contractor is familiar with and is satisfied as to all Federal, State, and local Laws and Regulations which may affect cost, progress, performance and furnishing of the Work.

7.4. Contractor is aware of the general nature of work to be performed by Owner and others at the site that relates to the Work as indicated in the Contract Documents. 20

7.5. Contractor has correlated the information known to Contractor, information and observations obtained from visits to the site, reports and drawings identified in the Contract Documents and all additional examinations, investigations, explorations, tests, studies and data with the Contract Documents.

7.6 Contractor has carefully studied all reports of explorations and tests of subsurface conditions at or contiguous to the site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the site which have been identified in the Contract Documents or been provided to the Contractor as supplemental information to the Contract Documents. Contractor accepts the extent of the data contained in such reports and drawings upon which Contractor is entitled to 30 rely as provided in the General Conditions. Contractor acknowledges that, unless specifically included within or by reference into the Contract Documents, such reports and drawings are not Contract Documents and may not be complete for Contractor's purposes. Contractor has obtained and carefully studied (or assumes responsibility for having done so) all such additional supplementary examinations, investigations, explorations, tests, studies and data concerning conditions (surface, subsurface and 35 underground features or utilities) at or contiguous to the site or otherwise which may affect cost, progress, performance or furnishing all the Work or which relate to any aspect of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions an programs incident thereto. Contractor does not consider that any additional examinations, investigations, explorations, tests, studies or data are necessary for the performance and furnishing of the Work at the 40 Contract Price, within the Contract Times and in accordance with the other terms and conditions of the Contract Documents.

7.6. Contractor has given Architect written notice of all conflicts, errors, ambiguities or discrepancies that Contractor has discovered in the Contract Documents and the written resolution thereof by Architect is 45 acceptable to Contractor, and the Contract Documents are sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work.

Article 8 50

CONTRACT DOCUMENTS

The Contract Documents, which comprise the entire Agreement for construction services between Owner and Contractor concerning the Work, consist of the following:

8.1. Agreement

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8.2. Any Addenda issued

8.3. Performance Bond and Payment Bond

8.4 Notice to Proceed

8.5. General Conditions (AIA Document A201-97 with Maricopa County Community College District modifications Included by reference)

8.6 Specifications

8.7. Drawings consisting of a cover sheet and sheets listed in the Index of Drawings

8.8 Contractor's Bid Proposal 15

The Contract Documents may only be amended, modified or supplemented as provided in the General Conditions. The Contractor shall submit the Performance Bond, Labor and Material Payment Bond and Certification of Insurance as required by the Contract Documents.

Article 9

MISCELLANEOUS AND OTHER REQUIREMENTS

9.1. No assignment by a party hereto of any rights under or interests in the Contract Documents will be 25 binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 30

9.2. Owner and Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Contract Documents.

9.3. Any provision or part of the Contract Documents held to be void or unenforceable under any Law of Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Contractor, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 40

9.4 Affirmative Action Requirements

9.4.1. Any Contractor in performing under this contract shall not discriminate against any worker, employee or applicant, or any member of the public, because of race, color, religion, gender, national origin, 45 age or disability nor otherwise commit an unfair employment practice.

9.4.2. The Contractor will take affirmative action to ensure that applicants are employed, and employees are dealt with during employment without regard to their race, color, religion, gender or national origin, age or disability. Such action shall include but not be limited to the following: Employment, promotion, demotion 50 or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training; including apprenticeship as well as all labor organizations furnishing skilled, unskilled and union labor, or who may perform any such labor or services in connection with this contract.

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9.5 Sudan or Iran Scrutinized Business

9.5.1 Pursuant to Arizona Revised Statutes §35-391.06(A) and §35-393.06(B), Contractor certifies that it does not have a “scrutinized” business operation in either Sudan or Iran, as that term is defined in Arizona Revised Statutes §35-391(15) and §35-393(12) respectively.

9.6 Legal Worker Requirements 10

9.6.1 As required by Arizona Revised Statutes §41-4401, Owner is prohibited from awarding a contract to any contractor who fails, or whose subcontractors fail, to comply with the requirements to verify the employment eligibility of their employees through the Federal E-verify system. The undersigned entity warrants that it complies fully with all Federal immigration laws and regulations that relate to its 15 employees, that it shall verify, through employment verification pilot programs as jointly administered by the U.S. Department of Homeland Security and the Social Security Administration or any of its successor programs, that the eligibility of each employee hired after December 31, 2007, and that it shall require its subcontractors to provide the same warranties to the Owner. Note that this also applies to all subcontractors and sub-consultants that Contractor may use for this work. 20

9.6.2 The undersigned acknowledges that a breach of this warranty by the Contract or any subcontractor under any contract resulting from this Agreement shall be deemed a material breach of the Agreement, and is grounds for penalties, including termination, by the Owner. The Owner reserves the right to inspect records of the Contractor, subcontractors, and employees who perform work under the 25 Contract, to conduct random verification of the employment records of the Contractor and any subcontractor who is part of the Work, to ensure that the Contractor and each subcontractor is complying with the warranties set forth above. Contractor shall be responsible for all costs associated with the compliance of such programs.

9.7 Security for Owner’s Sensitive Information

The Owner takes important steps to protect Sensitive Information, by treating Sensitive Information as confidential and encouraging the District’s employees and agents to take care in handling Sensitive Information. The Owner limits access to Sensitive Information to those who need it to perform their jobs.

Few, if any, consultants, sub-consultants, contractors, subcontractors and/or their agents (Persons of 35 Interest, “POI’s”) will have the need to have access to Sensitive Data or the Owner’s information technology systems. The Owner’s external service providers also must protect Sensitive Information, and use it to meet only the Owner’s business needs. The v takes steps to protect its computer systems and Sensitive Information from unauthorized access1 and works diligently to comply with applicable information security, data privacy and related laws, rules and regulations. 40

Access may be achieved through direct physical connection into the Owner’s technology infrastructure and/or equipment through cabling and/or other direct physical connection, Personal Devices, and/or other Owner owned or operated networks. Access also may be achieved through indirect access to the Owner’s technology infrastructure, equipment and/or data through remote electronic access, such as the 45 Internet, unsecured/public Wi-Fi networks provided by the Owner, or networks not owned and/or operated by the Owner.

PIO’s and other individuals that will require access to the Owner’s technology systems, either through direct physical connection or indirect access, and/or have access to Sensitive Information, will be required 50

1 Unauthorized access to Owner’s information technology systems and/or Sensitive Information includes incidental and/or unintended exposure and/or possession of, Sensitive Information, to and/or by an individual, due to their presence at an Owner location. Personnel and POIs, for example, may be inadvertently exposed to hardcopy and electronically formatted Sensitive Information that suffered improper disposal or was left unprotected in plain view in offices or other areas where the individual is visiting and/or working.

00500.8 to undergo significant screening, reviews and training to assure the security and privacy of the Owner’s systems and information, as well as provide additional cyber-security insurance.

9.7.1 Definitions

.1 Confidential Information (including Owner data): Any and all information and data whose collection, disclosure, protection, and disposition is governed by federal, state, local or international law or regulation, but does not include (i) information and data that are already known by the receiving party, (ii) information and data that becomes generally available to the public except as a result of disclosure by the receiving party in violation of this Agreement, and (iii) information and data 10 that become known to the receiving party from a source other than the disclosing party on a non-confidential basis. This information and data include, but are not limited to, Social Security Numbers, student records, financial records regarding students (or their parents or sponsors), financial and personal information regarding college employees, personal health information (as defined by the Healthcare Information Protection Accountability Act) and other personally identifiable information 15 protected by law or regulation.

.2 Portable Devices: Include, but are not limited to, CDs, DVDs, eReaders, external hard drives, Google Glasses, laptops, memory sticks, smart phones, tablets, thumb drives, and USB drives

.3 Sensitive Information: Information that is so deemed under applicable law. Personally identifiable information, personally identifiable education records, individually identifiable health information, personally identifiable financial information and payment card information are examples of MCCCD Sensitive Information covered under the Arizona Revised Statutes (ARS), Family Educational Rights and Privacy Act (FERPA), Health Insurance Portability and Accountability Act of 25 1996 (HIPAA), Gramm–Leach–Bliley Act (GLBA aka Financial Services Modernization Act of 1999) and Payment Card Industry Data Security Standard (PCI DSS), respectively.

9.7.2 Applicable Administrative Regulations and Contact Information

4.4 Technology Resource Standards

https://district.maricopa.edu/administrative-regulations/4-auxiliary-services/4-4

4.22 Statement on Privacy

https://district.maricopa.edu/administrative-regulations/4-auxiliary-services/4-22 35

4.23 Written Information Security Program

https://district.maricopa.edu/administrative-regulations/4-auxiliary-services/4-23

9.7.3 Contact for POI review and related questions

James Curtain Chief Privacy Officer and Assistant General Counsel Maricopa County Community College District 45 2411 W. 14th Street Tempe, Arizona 85014

(480) 731-8418 james.curtain@domail.maricopa.edu http://www2.ed.gov/policy/gen/guid/fpco/ferpa/index.html http://www2.ed.gov/policy/gen/guid/fpco/ferpa/index.html http://www.hhs.gov/ocr/privacy/hipaa/administrative/privacyrule/index.html http://www.hhs.gov/ocr/privacy/hipaa/administrative/privacyrule/index.html https://district.maricopa.edu/administrative-regulations/4-auxiliary-services/4-4 https://district.maricopa.edu/administrative-regulations/4-auxiliary-services/4-22 https://district.maricopa.edu/administrative-regulations/4-auxiliary-services/4-23 mailto:james.curtain@domail.maricopa.edu

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(balance of this page intentionally left blank; the signature page follows) 5

IN WITNESS WHEREOF, the parties, acting through their authorized signatories have set their hands as of the date first above.

OWNER: MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT

By: David Martin

Title: Director, Purchasing and Auxiliary Services 15

Date:

CONTRACTOR:

By:

Title:

Date:

[CORPORATE SEAL] 35

Attest: _

License No.: _ Agent for service of process: _

(If CONTRACTOR is a corporation, attach evidence of authority to sign.)