ASRS18-215212_CBRE_Amendment_No._4.pdf

CONTRACT AMENDMENT

Contract No.: ASRS18-215212

Description: Property Management, Leasing, and Project Management Services

Contractor: CBRE Inc.

Contract Amendment No. Four (4)

As of the date set forth below and in accordance with the Special Terms and Conditions, Section 5 (Contract Renewal), the Arizona State Retirement System (“Owner” or “ASRS”) and CBRE, Inc. (“Manager or “Contractor”) agree that the above referenced Contract is hereby amended as follows:

1) Section 6 below has been added to Exhibit C: Scope of Work.

6. Contractor’s Project Management Duties

If and as requested by ASRS, Contractor shall perform Project Management Services as to projects which entail “Landlord Performance/Full Project Services” and/or “Tenant Performance/Oversight” as indicated below. Contractor shall not begin any project without prior authorization from ASRS.

(a) Landlord Performance/Full Project Services. Manager’s construction management services for construction work which is “Landlord Performance/Full Project Services” shall be comprised of project management consisting of coordinating, overseeing and expediting the completion of construction projects performed by Owner with respect to the Property including improvements for the benefit of a particular tenant and/or other capital construction, and shall include:

1. Project Team Composition and Pre-Construction Activities:

i. Discuss strategy for team composition with Owner and Owner’s leasing.

ii. Assist in development of conceptual budgets for design, consulting and construction scopes of work.

iii. Develop project schedule with team input and track progress to monitor timely project delivery.

iv. Upon establishment of project approach and contracting method(s), research existing vendors and perform pre-qualifications (or requests for qualifications (“RFQ’s”)), for recommendation(s) to Owner.

v. Recommend specialized team members in required disciplines (including, but not limited to, as applicable, architect, civil engineer, structural engineer, geotechnical service provider, general contractor, and, as necessary, major subcontractors), and pre-qualify as necessary.

vi. Issue requests for proposals (“RFP’s”) to architects, engineers, and other specialty consultants/contractors as required by the project, contract method and/or Owner.

vii. Receive and analyze RFP responses and submit recommendation(s) for Owner and Owner’s counsel for review and approval.

viii. Prepare contractual forms of agreement between Owner and the designer of record for review and approval by Owner and Owner’s counsel and execution by Owner.

ix. Monitor insurance certificate collection process for selected architects, engineers and other consultants.

x. Chair design progress meetings to monitor that Owner’s needs are addressed.

xi. Review architectural and consultant plans to confirm project requirements have been incorporated and repair/replacement work conforms with project intent. If tenant improvement work involves modification to leased space, review lease as required to determine lease specifications for tenant improvements and building standards have been incorporated.

Evaluate opportunities for value engineering.

xii. Utilizing architectural and consultant plans and upon establishment of project approach and contracting method(s), issue requests for proposals (RFP’s) to contractors, and other specialty vendors as required by the project and/or Owner.

xiii. Receive and analyze construction proposals and submit recommendation(s) to Owner for review and approval.

Description: Property Management, Leasing, and Project Management Services

Contractor: CBRE Inc.

xiv. Prepare contractual forms of agreement between Owner and the contractor for review and approval by Owner and Owner’s counsel and subsequent execution by Owner.

xv. Review and update budget and schedule with input from contractors, design team, consultants and other documentation.

2. Construction Oversight:

i. Review construction documentation to confirm project requirements and opportunities for value engineering.

ii. Develop Owner/building management coordination plan for project requirements.

iii. Prior to the start of construction, obtain Owner approvals, permits from governmental authorities having jurisdiction, certificates of insurance and signed copies of building rules and regulations.

iv. Lead periodic site meetings with project team to review project status, schedule, and budget.

Prepare and distribute meeting minutes.

v. Oversee request for information and submittal process to monitor timely turn-around of same.

vi. Review monthly payment applications and associated lien releases from project vendors for accuracy and submit to Owner for payment.

vii. Review proposed change requests for merit and cost. Make recommendations to Owner to approve or reject.

viii. Upon Owner approval, issue formal change orders subsequent to negotiation with the appropriate party.

ix. Oversee completion of required field inspections.

x. As applicable, coordinate utility tie-ins and outages with building engineers and property management personnel.

xi. Track and repot budget and schedule to Owner as the project progresses.

xii. Advise Owner as to expected issuance of certificate of occupancy or permit to close out with applicable governmental authorities, as applicable.

xiii. Conduct punch list inspection with architect, general contractor, and Owner. (Subject to final project approach and contract method(s), architect to issue written documentation. General contractor to provide written action plan that resolves each issue in a timely manner.)

xiv. Monitor final sign-off of improvements with various municipal building inspectors.

xv. Manage close-out of project vendor contracts/payments ensuring receipt of final lien releases.

(b) Tenant Performance/Oversight. Manager’s construction management services for construction work which is “Tenant Performance/Oversight” shall be comprised of overseeing the tenant’s team of architects, consultants, and general contractors in the completion of their tenant improvements, and shall include:

1. Project Team Composition & Pre-Construction Activities.

i. Review architectural plans to confirm project requirements have been incorporated. Review lease to confirm that lease specifications for tenant improvements and building standards have been incorporated. Identify Owner required project close-out documentation.

ii. Discuss strategy for team composition with Owner and leasing team, as required.

iii. Review qualifications of tenant’s architects, engineers, vendors and other specialty contractors.

iv. Collect certificates of insurance and signed copy of building rules and regulations from the selected general contractor aligned with Owner requirements.

v. Attend progress meetings either in person or via conference call.

vi. Prepare, record, and post notice of non-responsibility, in accordance with state laws.

2. Construction Oversight.

Description: Property Management, Leasing, and Project Management Services

Contractor: CBRE Inc.

i. Attend periodic site meetings with project team to review project status, schedule, and budget, either in person or via conference call.

ii. Review subcontractor list and confirm that the vendors are approved.

iii. Act as liaison between tenant contractor and Owner.

iv. Track project costs against tenant improvement allowance (if applicable).

v. Review and approve monthly payment applications and lien releases from project vendors for accuracy and compliance with lease obligations. Make recommendations regarding payment of same to Owner (as applicable).

vi. Review requests for change orders thought to be the responsibility of Owner and determine the responsible party based on review of lease with advice of Owner’s counsel as appropriate.

vii. Coordinate improvements that affect the base building including but not limited to the roof top equipment, exterior signage, building core and public space, mechanical, electrical, plumbing and fire and life-safety systems.

viii. Advise Owner as to completion dates, budgets, or any issues impacting occupancy.

ix. Attend punch list inspection and provide comments as appropriate.

x. Monitor final sign-off of improvements with various municipal building inspectors.

xi. Collect Owner required project close-out documentation including but not limited to record drawings, operations and maintenance manuals, final release of liens, certificates of occupancy or record of passed final inspections, etc.

(c) Leases/Construction Agreements. In performance of Project Management Services (whether for Landlord Performance/Full Project Services or for Tenant Performance/Oversight) Manager will enforce and abide by all terms, requirements, and provisions of the applicable tenant lease or construction agreement in the performance of Manager’s duties, subject to mutual agreement between Owner and Manager.

(d) Employees.

1. Manager shall hire and shall pay compensation to all of its employees, agents or independent contractors employed in connection with the Property, except as may be otherwise provided in this Agreement.

2. Manager shall submit to Owner the complete and detailed resumes of each candidate that Manager selects to fill the position(s) of key project management personnel for the Property.

Owner shall have the right to require Manager to replace its key project management personnel (collectively, “Key Project Management Employees”) in accordance with the following: If Owner is dissatisfied with the performance of any Key Project Management Employee, Owner may send Manager written notice to such effect specifying in reasonable detail the reasons Owner is dissatisfied. If after thirty (30) days following the giving of such notice Owner remains dissatisfied with such Key Project Management Employee’s performance, Owner shall have the right to send Manager another notice requiring Manager to replace that employee, and Manager shall undertake such replacement with reasonable promptness following receipt of such notice, subject to Manager’s existing human resources policies and procedures regarding such replacement.

2) Section 3 below has been added to Exhibit D: Pricing Schedule.

For all Services, the Project Management Fee shall be determined, agreed upon and documented in a Work Order for each project. The fee may be a flat fee or percentage as agreed upon by both parties and in all cases, not to exceed market.

Description: Property Management, Leasing, and Project Management Services

Contractor: CBRE Inc.

3) Section 13 has been added to Exhibit B: Uniform Terms &Conditions.

a. The following terms shall also apply to Project Management Services.

i. Owner hereby appoints Contractor to provide the project management services (the “Project Management Services”) for designated projects (each, a “Project”) as described in work orders (“Work Orders”) executed by the Parties from time to time. Work Orders shall be in the form attached hereto as Appendix “A”. Each Work Order shall specify the Project Management Services, the compensation to be paid to Contractor, and any other terms and conditions relating to each Project. The terms and conditions of this Agreement shall be incorporated into all Work Orders, and shall govern the performance of the Project Management Services, in accordance with each Work Order. Should the terms of this Agreement and a Work Order conflict, the terms of this Agreement will control unless specifically modified by such Work Order.

ii. The Parties acknowledge and agree that the Project Management Services, as they relate to the construction and design efforts of contractors, vendors, architects, engineers, consultants, design professionals and other construction personnel engaged by Owner to perform work on the Project (“Construction Professionals”), will be limited to overseeing and managing the work of the Construction Professionals. Contractor will review Project documents and require such changes as are necessary so that such documents are in the name of Owner, and all warranties run in favor of Owner. Contractor will advise Construction Professionals of the target completion date established by Owner in a Work Order. Contractor will use commercially reasonable efforts to complete the Project in accordance with Owner’s schedule but does not guaranty such schedule.

Owner acknowledges that the work product provided by Construction Professionals will be the responsibility of such persons and that Contractor does not warrant or guaranty, and will not be liable with respect to, their performance or work product. Contractor will not be liable for (i) design techniques or procedures or (ii) construction means, methods, techniques, sequences or procedures employed by any third party including Construction Professionals providing design, construction or other services in connection with the Project. All agreements with Construction Professionals shall be entered into either by Owner directly or by Contractor as Owner’s agent (for this limited purpose, only), for the account and in the name of Owner, and payment for such services shall be made by Owner. Owner acknowledges that Construction Professionals may be part of Contractor’s global sourcing program. All fees and other consideration such Construction Professionals pay to be part of the program are not paid to client or subject to audit or reconciliation. In contracts with the Construction Professionals, Owner will ensure that Contractor is indemnified by Construction Professionals and is included as an additional insured under the Construction Professional’s liability insurance.

iii. Contractor shall provide the Project Management Services in a good and efficient manner consistent with Owner’s usage and image, using the standard of care customary for professional providers of like services within the commercial real estate services industry.

Contractor shall perform the Project Management Services through able, qualified and trained Contractor employees (“Contractor Employees”) and, if applicable, subcontractors. Contractor shall have the exclusive right to hire, direct, discipline, compensate and terminate Contractor Employees, and shall exercise complete and exclusive control over the conduct of Contractor Employees.

Description: Property Management, Leasing, and Project Management Services

Contractor: CBRE Inc.

iv. Owner’s Insurance. Owner shall maintain: (a) commercial general liability insurance with per occurrence limits of $5,000,000, which limits may be provided by any combination of primary and following form excess policies, and (b) “all risk” property insurance for each Project on a replacement value basis.

v. In no event shall Contractor incur liability under this Agreement or otherwise relating to the Project Management Services beyond the amount of Project Management Services fees (excluding any reimbursed amounts) received by Contractor under this Agreement during the prior 12-month period. Contractor shall not be liable for any claim based upon or resulting from any erroneous or incomplete data provided by Owner or any third party or otherwise contained in Owner’s databases.

vi. Hazardous Materials. Owner acknowledges that Contractor is not an environmental expert or consultant in the field of Hazardous Materials (as hereinafter defined). With respect to any Hazardous Materials that may be present below, on, about or otherwise affecting a Project or any property of Owner, Contractor shall not be responsible for detecting, handling, removing, remediating or disposing of such Hazardous Materials, except to the extent of any Hazardous Materials brought onto the property by Contractor (“Contractor Hazardous Materials”). Contractor shall not use Hazardous Materials except in the ordinary course of providing the Services and in compliance with applicable laws.

“Hazardous Materials” shall mean any hazardous material or substance which is or becomes defined as a “hazardous waste,” “hazardous substance,” “hazardous material,” pollutant, or contaminant under any applicable law.

vii. Other Pre-Existing Conditions and Defects. Contractor shall not be responsible for detecting or remediating (i) any pre-existing conditions at a Project site or other property of Owner or (ii) any structural or latent defects or other defects in design or construction of a facility or manufacturing defects in equipment at a property, whether pre-existing or arising during the term hereof. Owner shall indemnify, defend and hold Contractor harmless from and against all claims asserted against or incurred by Contractor to the extent arising out of any Hazardous Materials (other than Contractor Hazardous Materials), pre-existing conditions, defects or any condition or circumstance arising initially prior to the date of this Agreement (regardless of whether such condition or circumstance continues).

All other requirements, terms, and conditions remain unchanged.

Contractor hereby acknowledges receipt and understanding of this Contract Amendment.

This Contract Amendment is hereby executed this date by the Arizona State Retirement System.

Signature

Signature

Athena Elliston

Name

Name

Deputy Chief Procurement Officer

Title Date Title Date

1/12/2022

SMoretti Image

SMoretti Text Box Dennis Lawler

SMoretti Text Box Senior Managing Director

SMoretti Text Box 1/18/2022