RFQ_260111_Exhibit_A.pdf

RFQ# 260111

Exhibit A – Acronyms and Definitions

As used in the Contract to which this Exhibit A is attached and in the other Contract Documents (unless otherwise specified therein), the following acronyms and terms shall have the meanings set forth below

(unless the context requires otherwise).

AASHTO American Association of State Highway and Transportation Officials

CERCLA Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601, et seq.

CFR Code of Federal Regulations

CPM Critical Path Method

CQCM Construction Quality Control Manager

DBE Disadvantaged Business Enterprise

DQAM Design Quality Assurance Manager

DQM Design Quality Manual

ECM Environmental Compliance Manager

EEO Equal Employment Opportunity

FAR Federal Acquisition Regulation

FHWA Federal Highway Administration

GMP Guaranteed Maximum Price

HAZMAT Hazardous Material

ICE Independent Cost Estimator

IMP Incident Management Plan

ITP Instructions to Proposers

MOT Maintenance of Traffic

NEPA National Environmental Policy Act

NTE Not-to-exceed

NTP Notice to Proceed

OSHA Occupational Safety & Health Administration

PE Professional Engineer

PM Project Manager

QA Quality Assurance

QC Quality Control

R/W, ROW Right-of-Way

RCM Request for Contract Modification

RCRA Federal Resource Conservation Recovery Act

RFC Release for Construction

RFQ Request for Qualifications

RID Reference Information Documents

USDOT United States City of Transportation

Definitions

Acceleration Costs - Those fully documented increased costs reasonably incurred by the

DB Contractor (i.e., costs over and above what the DB Contractor would otherwise have incurred) which are directly attributable to increasing the performance level of the Work in an attempt to complete necessary activities of the Work earlier than otherwise anticipated, such as for additional equipment, additional crews, lost productivity, overtime and shift premiums, increased supervision, and any unexpected movement of materials, equipment, or crews necessary for resequencing in connection with acceleration efforts.

Accept or Acceptance - Formal conditional determination in writing by the City of Tucson that a particular matter or item appears to meet the requirements of the Contract

Documents.

Actual Cost - The DB Contractor's actual, reasonable, substantiated, direct cost to provide labor, material, equipment (owned or invoiced rental), and administrative overhead necessary for the Work; excluding profit.

Affiliate - Means;

(a) Any Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the DB Contractor or any Major Participant; and

(b) any Person for which 10 percent or more of the equity interest in such Person is held directly or indirectly, beneficially, or of record by,

i. The DB Contractor,

ii. any Major Participant, or

iii. any Affiliate of the DB Contractor under clause (a) of this definition.

For purposes of this definition, the term “control” means the possession directly or indirectly, of the power to cause the direction of the management of a Person, whether through voting securities, by contract, family relation, or otherwise.

Applicable Standards - The standards included in Exhibit B (Phase 1 Services

Requirements), subject to modification as described in Exhibit B, and those additional standards included in the GMP Amendment.

Approve or Approval - Formal conditional determination in writing by the City that a particular matter or item is good or satisfactory for the Project. Such determination may be based on requirements beyond those set forth in the Contract Documents without payment of additional compensation or an extension of time and may reflect the City’s preferences.

At-Risk Work - The meaning set forth in Section 6.9 (At-Risk Work).

Base Plan - The Professional Services Work Product further defined in Exhibit B, Section

2.2 (Design Submittals and Milestones).

Betterment - The upgrading (e.g., increase in capacity) of a Utility being relocated that is not attributable to the construction of the Project or is made solely for the benefit of and at the election of the Utility Owner (not including a technological improvement which can be implemented at a cost equal to or less than the cost of a “like for like” replacement or relocation). The use of new materials or compliance with current standards in the performance of the Utility Work is not considered a Betterment.

Business Day - means any day on which the City is officially open for business

Certification of DBE Contractors - The process by which the City establishes that a

Contractor meets the federal requirements as a DBE

Change in Law - Any Law in effect at the time of the Effective Date is executed that is subsequently changed, altered, modified, or canceled that would materially affect the DB

Contractor’s rights or obligations pursuant to the Contract Documents.

Change of Control - Any assignment, sale, financing, grant of security interest, transfer of interest, or other transaction of any type or description, including by or through voting securities, asset transfer, contract, merger, acquisition, succession, dissolution, liquidation, or otherwise, that results, directly or indirectly, in a change in possession of the power to direct or control or cause the direction or control of the management of the DB Contractor or a material aspect of its business.

A change in the power to direct, control, or cause the direction or control of the management of any member, partner, or shareholder of the DB Contractor may constitute a Change of Control of the DB Contractor if such member possesses the power to direct or control or cause the direction or control of the management of the DB Contractor.

Notwithstanding the foregoing, the following shall not constitute a Change of Control:

(a) a change in possession of the power to direct or control the management of the DB

Contractor or a material aspect of its business due solely to bona fide open market transactions in securities effected on a recognized public stock exchange, including such transactions involving an initial public offering;

(b) a change in possession of the power to direct or control the management of the DB

Contractor or a material aspect of its business due solely to a bona fide transaction involving securities or beneficial interests in the ultimate parent organization of a member of the DB Contractor (but not if the member is the ultimate parent organization), unless the transferee in such transaction is at the time of the transaction suspended or debarred or subject to a proceeding to suspend or debar from bidding, proposing or contracting with any federal or State City or agency;

(c) an upstream reorganization or transfer of direct or indirect interests in the DB

Contractor so long as there occurs no change in the Person with ultimate power to direct or control or cause the direction or control of the management of the DB

Contractor;

(d) a transfer of equity interests in the DB Contractor, where the transferring equity member and the transferee are under the same ultimate parent organization ownership, management, and control before and after the transfer; or

(e) the exercise of minority veto or voting rights (whether provided by applicable Law, by the DB Contractor’s organizational documents, or by related member or shareholder agreements or similar agreements) over major business decisions of the DB Contractor.

For purposes of this definition, a Person shall be deemed to own shares or membership interests in another Person if such Person owns the legal, beneficial, and equitable interest in their relevant shares or membership interest of the other Person

City - The City of Tucson within the State of Arizona, or the political subdivision, governmental body, board, commission, office, City, division, or agency constituted for administration of the Work within its jurisdiction.

City-Caused Delays - Any of the following events, or the cumulative effect of any such delays as set forth below having resulted in a delay to then-current Critical Path (as of the date of the event):

(a) a City-Directed Change;

(b) failure of the City to obtain (but not to maintain) any Governmental Approvals for which the City is responsible for obtaining;

(c) re-evaluation, modification, or supplement to any the City-provided Governmental

Approval issued by the City acting in its capacity as a Governmental Person, where such re-evaluation, modification, or supplement is not caused by any the DB

Contractor-Related Entity;

(d) failure of the City to provide a response to a complete, compliant DB Contractor submittal within the time period committed under Exhibit B (Phase 1 Services

Requirements);

(e) failure of the City to provide any required ROW, Utility Easement, or other real property right by the applicable date identified in Contract or GMP Amendment;

(f) the occurrence of a City release of Hazardous Materials;

(g) any material damage to the Project directly caused by the City that requires additional Construction Work; or

(h) any other event that the Contract Documents expressly state shall be treated as a the City-Caused Delay; provided that the DB Contractor has used commercially reasonable efforts to mitigate the subject the City-Caused Delay; provided, further, that the exercise of any right of the City hereunder, at law, or in equity is not, nor shall be construed to be, a the City-Caused Delay; and provided, further, that any provision that expressly states that such event or circumstance does not constitute a the City-Caused Delay (or a the City-Directed Change, as relates to this definition of the City-Caused Delay), is not, nor shall be construed to be, a the City-Caused

Delay.

the City shall not take into account Float in calculating the duration of such City-Caused

Delay.

City Risk - A risk identified as a City Risk on the Risk Register described in Section 2.4.1

(the City Risks)

City-Directed Changes - Any changes in the Work that occur after the Effective Date

(including changes in the standards applicable to the Work) that the City has directed the

DB Contractor to perform as described in Section 15 (Contract Modifications), excepting:

(a) any provision that expressly states that such event or circumstances does not constitute a City-Directed Change;

(b) those directives or prerogatives expressly reserved to the City; and

(c) the exercise of any right of the City, in either case, hereunder, at law, or in equity.

City’s Project Manager - The person designated by the City, on the City’s behalf, to direct the Project.

City’s Authorized Representative – the individual(s) as identified in Section 26.5.1

City’s Design Staff – the staff responsible for coordination and review of the DB

Contractor’s design and design submittals. The City’s Design Staff may include a combination of internal staff or external consultants, including the City’s authorized representative as indicated in Section 26.5.1.

Claim - A request by the DB Contractor for a time extension disputed by the City, or payment of money or damages arising from work done by or on behalf of the DB

Contractor in connection with the Contract that is disputed by the City. A Claim will cease to be a Claim upon resolution thereof, including resolution by execution and delivery by the Parties of a Contract Modification or the GMP Amendment.

Completion Deadline - Each Substantial Completion Deadline and/or Final Acceptance

Deadline, depending on the context.

Construction Documents - All Working Drawings and samples necessary for construction of the Project in accordance with the Contract Documents.

Construction Manager - The individual person identified as such in Exhibit C (Design-

Build Team), subject to revision in accordance with the Contract Documents.

Construction Quality Control Manager - The person identified by the DB Contractor responsible for performance of construction quality control services, as set forth in the

Approved Construction Services Quality Management Plan.

Construction Services - The Project phase beginning and ending as set forth in Section 2.2

(Construction Services) during which all Construction Work will be completed.

Contract Modification - A written amendment to certain terms and conditions of the

Contract Documents issued in accordance with Section 15 (Contract Modifications).

Construction Services Progress Report - A report on progress of the Construction Work submitted to the City monthly by the DB Contractor, in form and substance as set forth in the GMP Amendment, approval of which is a condition of payment of the DB Contractor’s

Request for Monthly Progress Payment.

Construction Services Quality Management Plan - A document related to the DB

Contractor Quality Assurance and the DB Contractor Quality Control for Construction

Services Work.

Construction Work - All Work other than Preconstruction Work.

Contaminated Materials – Means;

(a) Any substance, product, waste or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to any Environmental Law,

(b) Any substance, product, waste or other material of any nature whatsoever that exceeds maximum allowable concentrations for elemental metals, organic compounds or inorganic compounds, as defined by any Governmental Rule,

(c) Any substance, product, waste or other material of any nature whatsoever which may give rise to liability under clause (b) or under any statutory or common law theory based on negligence, trespass, intentional tort, nuisance or strict liability or under any reported decisions of a state or federal court,

(d) Petroleum hydrocarbons excluding petroleum hydrocarbon products contained within regularly operated motor vehicles,

(e) Asbestos or asbestos-containing materials in Structures and/or other improvements on or in the Site (other than mineral asbestos naturally occurring in the ground) and

(f) Lead or lead-containing materials in Structures and/or other improvements on or in the Site

The term “Contaminated Materials” includes Hazardous Waste.

Contract - The written agreement executed between City and the DB Contractor containing the terms and conditions governing the Work and all exhibits, amendments, modifications, or Change Orders thereto.

Contract Documents - Means collectively the documents including the Contract, GMP

Amendment, any other amendments, modifications, and Change Orders, whether existing initially or created during the progression of the Contract.

Contract Price - The total sum of money to be paid to the DB Contractor under this

Progressive Design-Build Contract.

Contracting Authority - The political subdivision, governmental body, board, City, commission, or officer making the award and execution of Contract as the party of the first part.

Cost Reconciliation Meeting - The meeting identified in Exhibit B, Section 7.5

(Construction Cost Reconciliation Meetings).

County - The county in which the Work is to be done; a subdivision of the State, acting through its duly elected Board of County Commissioners.

Critical Path - The sequence of Project Baseline Schedule activities that determine the total minimum duration of the Project; the precedence of which activities have a total Float of less than or equal to zero.

The Critical Path is the sequence of Project Baseline Schedule activities that must be completed on schedule for the Project to be completed on time in accordance with the

Completion Deadlines. This is the longest duration path (or chain), in terms of time, of logically connected Construction Work activities on the Project Baseline Schedule, updated in accordance with the Contract and, where relevant to time impact analyses, statused based upon Construction Work completed, corrected for any improper logic, improper activity durations, and errors.

Critical Path Method - A scheduling method that utilizes the Precedence Diagram

Method to calculate each activity’s early dates, late dates, Float values, and establishes the

Critical Path through the activity network.

DB Contractor or Contractor - The firm who executes the Contract with Contracting

Authority for the Design-Build Project and is responsible for performing the Work.

DB Contractor-Related Entities - The DB Contractor, Major Participants, Subcontractors, their employees, agents and officers and all other Persons for whom the

DB Contractor may be legally or contractually responsible.

DB Contractor Default - A Default as described in Section 18.1.1 (Events of Breach and

Default), following notice and opportunity to cure to the extent permitted by Section 18.1.2

(Right to Cure) and issuance by the City of notice that a DB Contractor Default has occurred.

DB Contractor Quality Assurance - All planned and systematic actions by the DB

Contractor necessary to provide confidence and to certify to the City that all Work complies with the requirements of the Contract Documents.

DB Contractor Risk - A risk identified as a DB Contractor Risk on the Risk Register described in Section 2.4.3 (The DB Contractor Risks).

DB Contractor Risk Contingency Sum - A fixed sum for a specific line item of Work that may be included as a contingency amount in a GMP Amendment upon agreement by the DB Contractor and the City. The DB Contractor Risk Contingency Sums may be used at the City’s discretion to allow the DB Contractor to utilize contingency sums for the

Project. Where agreed as reflected in the Risk Register, the DB Contractor Risk

Contingency Sum may include a designation of unit pricing and the estimated number of units making up the DB Contractor Risk Contingency Sums.

Design Manager - The individual person identified as such in Exhibit C (Design Build

Team), subject to revision in accordance with the Contract Documents.

Design Quality Control Manager - The person identified as such in Exhibit C (Design

Build Team), subject to revision in accordance with the Contract Documents, by the DB

Contractor responsible for performance of The DB Contractor Quality Assurance services, as set forth in the Approved Phase 1 Services Quality Management Plan.

Differing Site Conditions - Subsurface or latent conditions encountered at the Site identified in the Professional Services Work Product resulting from Preconstruction Work that differ materially from the information provided in the work product resulting from the

Preconstruction Work for such locations; or physical conditions of an unusual nature, differing materially from those ordinarily encountered in the area and generally recognized as inherent in the type of work provided for work product resulting from the

Preconstruction Work.

The term shall specifically exclude the following:

(a) all such conditions of which the DB Contractor had, or should have had, actual or constructive knowledge as of the effective date of the GMP Amendment;

(b) conditions that could have been discovered by reasonable investigation prior to the effective date of the GMP Amendment;

(c) Utility facilities and all conditions arising out of, relating to, or resulting from

Utility Work;

(d) non-contaminated water;

(e) variations in soil moisture content or groundwater levels from that indicated in the work product resulting from the Preconstruction Work;

(f) Hazardous Materials;

(g) Force Majeure Events, including conditions caused by Force Majeure Events

(h) Any other condition or event for which risk is assigned elsewhere in the Contract;

and

(i) any other such site conditions that would otherwise qualify for other relief expressly stated, under the terms, and subject to the conditions, of the Design Build

Agreement.

Direct Costs - Actual costs for labor, equipment, and materials.

Effective Date - The date of execution of the Contract by the City.

Engineer of Record - An engineer responsible for the final design of an element of the

Work for the DB Contractor. The Engineer of Record is responsible to seal and sign the design plans in accordance with the requirements of Arizona State Board.

Environmental Approvals - The Governmental Approvals listed in the GMP Amendment that are identified as being the City’s responsibility to obtain.

Environmental Compliance Manager - The individual person identified as such in

Exhibit C (Design Build Team), subject to revision in accordance with the Contract

Documents.

Environmental Laws - All Governmental Rules now or hereafter in effect regulating, relating to, or imposing liability or standards of conduct concerning the environment or to emissions, discharges, releases, or threatened releases of hazardous, toxic or dangerous waste, substance or material into the environment, including into the air, surface water or groundwater, or onto land, or relating to the manufacture, processing, distribution, use, re-use, treatment, storage, disposal, transport, or handling of Contaminated Materials or otherwise relating to the protection of public health, public welfare, or the environment

(including protection of nonhuman forms of life, land, surface water, groundwater and air), including CERCLA; RCRA; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.;

the National Environmental Policy Act, 42 U.S.C. §§ 4321 et seq.; the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq.; the Hazardous Materials Transportation Act, 49

U.S.C. §§ 1801 et seq.; the Endangered Species Act, 16 U.S.C. §§ 1531 et seq.; the Clean

Water Act, 33 U.S.C. §§ 1251 et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the

Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.; the Migratory Bird Treaty Act, 16

U.S.C. §§ 703 et seq.; and the Bald Eagle Protection Act, 16 U.S.C. § 668, each as amended.

Environmental Management Plan - The environmental management plan provided by the

DB Contractor and Approved by the City as described in Exhibit B, Section 3.7

(Environmental Management Plan).

Equipment - All machinery, tools, and apparatus, together with the necessary supplies for upkeep and maintenance, necessary for the proper construction and/or completion of the

Work.

Error - An error, omission, inconsistency, inaccuracy, deficiency, or other defect.

Event of Default - A default as described in Section 18 (Default of Contract/Termination for Cause).

Federal Requirements - All Governmental Rules applicable to work financed with federal funds and the provisions required to be included in contracts.

Final Acceptance - Acceptance of the Project as described in Section 22.2 (Final

Acceptance).

Final Acceptance Deadline - The meaning set forth in Section 5.3 (Completion Deadlines).

Firm - Any corporation, company, voluntary association, partnership, trust, or unincorporated organization that employs a Key Personnel or any other Person performing

Work in connection with the Project.

Float - The amount of time that any given activity or logically connected sequence of activities shown on a Project Baseline Schedule may be delayed before it will affect completion of any Work as required to achieve any Completion Deadline. "Float" generally means the calculated difference between early completion times and late completion times for activities shown on a Project Baseline Schedule, including any float contained within an activity.

Force Majeure Event- Any of the following events or circumstances which directly cause the DB Contractor to be unable to perform their obligations under this Contract:

(a) war (including civil war or revolution), invasion violent act of foreign enemy or armed conflict, military or armed blockage, or military or armed takeover of the

Project, occurring within the State;

(b) any act of terrorism, riot, insurrection, or civil commotion or sabotage that causes direct physical damage to, or otherwise directly causes interruption to construction of the Project;

(c) national strikes not specific to the DB Contractor-Related Entities, embargoes, national unavailability or shortages of materials, that, in each case, directly causes interruption to construction;

(d) nuclear, radioactive, or biological contamination of the Project unless the source or cause of the contamination is a result of the DB Contractor-Related Entities;

(e) Sustained 500-year flood events, a tornado with an enhanced Fujita Score Rating of EF2 or greater, sinkholes or landslides caused by natural events, fire or explosions not caused by the DB Contractor, in each case directly impacting and damaging the improvements or interruption to construction of the Project;

(f) a natural seismic event, where such earthquakes and ground shaking directly impact and cause damage to any constructed temporary or permanent works of the

Project;

(g) any emergency declared by a governmental entity, with authority to declare, that directly impacts the Project.

Unless specifically mentioned above, the term “Force Majeure Event” shall not include

Normal Weather, normal wear and damage due to traffic and road maintenance, Differing

Site Conditions, the City-Directed Changes, Utility Delays, delays, shortages, or price increases including but not limited to those delays, shortages, or price increases caused by the COVID-19 pandemic, or any other matter for which the Contract Documents specify how liability or risk is to be allocated between the City and The DB Contractor, regardless of whether such matter is beyond The DB Contractor’s control.

Governmental Approval - Any approval, authorization, certification, consent, decision, exemption, filing, lease, license, permit, agreement, concession, grant, franchise, registration or ruling required by or with any Governmental Person (other than a

Governmental Person in its capacity as a Utility Owner) in order to perform the Work.

Governmental Person - Any federal, state, local or foreign government and any political subdivision or any governmental, quasi-governmental, judicial, public or statutory instrumentality, administrative agency, authority, body or entity. The term includes the

State and agencies and subdivisions thereof, other than the City.

Governmental Rule - All applicable federal, state and local laws, codes, ordinances, rules, regulations, judgments, decrees, directives, guidelines, policy requirements, orders and decrees of any Governmental Person having jurisdiction over the Project or Site, the practices involved in the Project or Site, any Work, or any Utility Work being performed by a Utility Owner. The term “Governmental Rule” does not include Governmental

Approvals

Guaranteed Maximum Price or GMP - The maximum amount of compensation due for the Construction of the Project, as agreed upon in the GMP Amendment.

GMP Amendment - A Contract Document modification establishing the commencement of Construction Services and satisfying the requirements set forth in Section 2.2.1 (GMP

Amendment).

GMP Line Item - Discrete units of Construction Work identified in the Risk Register and

GMP.

Guarantor - Each entity (if any) providing a Guaranty.

Guaranty - Each guaranty of the DB Contractor’s obligations under the Contract

Documents (if any).

Hazardous Waste - Waste as defined in 40 C.F.R. 261 et seq.

In-Place/Out-of-Service - The work necessary for each Utility (including appurtenances) to decommission a Utility which Utility is not removed. The Utility must be taken out of use using proper Utility Owner and/or industry procedures (e.g., flushing, capping, filling with grout or sand, etc.) or other procedures Approved by the City and the Utility.

Incident Management Plan - A Management Plan required by Exhibit B, Section 3.2

(Safety Management Plan) developed prior to any physical presence by the DB Contractor on the Project that addresses the DB Contractor’s procedures and actions when an emergency occurs within or adjacent to the Site.

Industry Standard - An acknowledged and acceptable measure of quantitative or qualitative value or an established procedure to be followed for a given operation within the given industry. This will generally be in the form of a written code, standard, or specification by a creditable association.

Independent Cost Estimator - The Person identified by the City to perform independent cost estimation services.

Inspection - The act of viewing or looking carefully at the Contract and Work to verify whether all work done and materials furnished comply with the specifications and quality requirements contained in the Contract Documents.

Instructions to Proposers - The RFQ document identified as Instructions to Proposers.

Intellectual Property - All current and future legal and/or equitable rights and interests in know-how (including trade secrets and confidential business information that have been recorded in or on any media), patents (including applications), copyrights (including moral rights), trademarks (registered and unregistered), service marks, trade names, trade dress, trade secrets, trade secret rights, designs (registered and unregistered), other design rights, logos, utility models, circuit layouts, plant varieties, database rights, business and domain names (including fictitious business names), inventions (patentable or not), solutions embodied in technology, other intellectual activity, other proprietary information, all analogous rights in other jurisdictions and applications (drafted or pending) of or for any of the foregoing, subsisting in or relating to the Work, the Project, Project design data or other Project data (including testing data, traffic data and Project

Data).

Intellectual Property Rights - "Intellectual Property" includes software used in connection with the Project (including software used for management of traffic on the

Project), and Source Code and Source Code Documentation. Intellectual Property is distinguished from submittals, notices, and all such materials generated from the physical construction and from the equipment itself, all data, sketches, charts, calculations, drawings, layouts, plans, depictions, specifications, manuals, electronic files, artwork, records, reports, analyses, studies, correspondence, and other documents and materials created or collected under the terms of, or otherwise under the Contract Documents, and other work product and other related materials that disclose Intellectual Property.

All patents, copyrights, trademarks, service marks, trade secrets and all similar and related intellectual property rights protected under any Law.

Items of Archeological or Biological Significance - Any (a) human remains, (b) artifacts, and/or other items of historical, archaeological, paleontological, or geological significance, or (c) any species listed by the United States Fish and Wildlife Service as threatened or endangered pursuant to the Endangered Species Act, as amended, 16 U.S.C. §§ 1531, et seq., in each case to the extent that the existence of such item was not disclosed in any of the reports produced as part of the Preconstruction Work.

Key Personnel - The persons listed in Exhibit C (Design-Build Team), subject to revision in accordance with the Contract.

Laws - All applicable federal, state, and local laws, codes, ordinances, rules, regulations, judgments, decrees, directives, guidelines, policy requirements, orders and decrees of any

Governmental Person having jurisdiction over the Project or Site, the practices involved in the Project or Site, any Work, or any Utility Work being performed by a Utility Owner.

The term "Laws" includes all consolidations, amendments, extension, or replacements, unless otherwise indicated. The term "Laws" does not include Governmental Approvals or tax laws.

Lead Contractor - The entity identified in Exhibit C (Design-Build Team), subject to revision in accordance with the Contract Documents.

Lead Cost Estimator - The individual person identified as such in Exhibit C (Design

Build Team), subject to revision in accordance with the Contract Documents.

Lead Designer - The entity identified in Exhibit C (Design-Build Team), subject to revision in accordance with the Contract Documents.

Lead Geotechnical Engineer - The individual person identified as such in Exhibit C

(Design Build Team), subject to revision in accordance with the Contract Documents.

Lead Hydraulics Engineer - The individual person identified as such in Exhibit C (Design

Build Team), subject to revision in accordance with the Contract Documents.

Lead Maintenance of Traffic Engineer - The individual person identified as such in

Exhibit C (Design Build Team), subject to revision in accordance with the Contract

Documents.

Lead Road Engineer - The individual person identified as such in Exhibit C (Design

Build Team), subject to revision in accordance with the Contract Documents.

Lead Structures Engineer - The individual person identified as such in Exhibit C

(Design Build Team), subject to revision in accordance with the Contract Documents.

Lead Traffic Engineer - The individual person identified as such in Exhibit C (Design

Build Team), subject to revision in accordance with the Contract Documents.

Lead Utility Engineer - The individual person identified as such in Exhibit C (Design

Build Team), subject to revision in accordance with the Contract Documents.

Lien - Any pledge, lien, security interest, mortgage, deed of trust or other charge or encumbrance of any kind, or any other type of preferential arrangement (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature of a security instrument, and the filing of or agreement to file any financing statement or other instrument intended to perfect a security interest).

Liquidated Damages - The damages described in Section 19.1 (Liquidated Damages and

Incentives).

Major Participant - Any of the following entities: all general partners or joint venture members of DB Contractor; all individuals, persons, proprietorships, partnerships, limited liability partnerships, corporations, professional corporations, limited liability companies, business associations, or other legal entity however organized, holding (directly or indirectly) a 20 percent or greater interest in DB Contractor; any Subcontractor that will perform Work valued at 20 percent or more of the overall Contract amount; the lead engineering/design firm(s); and each engineering/design subconsultant that will perform

20 percent or more of the design Work.

Management Plan - The documents described in Exhibit B (Phase 1 Services Scope and

Fee) that describe how the DB Contractor will administer the Work.

Notice to Proceed 1 or NTP1 - The authorization granted by the City to the DB Contractor to commence with the Phase 1 Services as further described in Section 5.2 (Notice to

Proceed).

Notice to Proceed 2 or NTP2 – The authorization granted by the City to the DB

Contractor to commence with the Construction Services, upon execution of the GMP

Amendment.

Monthly Schedule Update - A monthly schedule submittal provided by the DB

Contractor after a Project Baseline Schedule is Approved, describing and demonstrating progress in the Construction Work since the last Monthly Schedule Update (or for the first, since the Approved Project Baseline Schedule) for which, upon Approval by the

City, the DB Contractor can be paid.

Municipal Utility - A Utility owned and operated by a governmental agency having corporate status and usually powers of self-government (city, township, village, etc.).

New Environmental Approval - Any of the following:

(a) a new Governmental Approval of the same type as an Environmental Approval; and

(b) a revision, modification or amendment to one or more of the Environmental

Approvals.

Nonconforming Work - Work performed that does not meet requirements of the

Contract Documents.

Notice of Final Acceptance Completion - The written notice issued by the City to The

DB Contractor under Section 22.2.2 (Inspection and Issuance of Notice of Final

Acceptance).

Notice of Substantial Completion - The written notice issued by the City to The DB

Contractor under Section 22.1.3 (Notice of Substantial Completion).

Open Book Basis - Allowing the City to review all underlying assumptions, information, documents, and data associated with the issue in question, including assumptions as to costs of the Work (including extra work), delay costs, changes in cost, composition of equipment spreads, equipment rates (including rental rates), labor rates and benefits, quotes, estimates, proposals, productivity, estimating factors, design and productivity allowance, contingency and indirect costs, risk pricing, discount rates, interest rates, inflation and deflation rates, gross commercial revenues, insurance rates, insurance proceeds, credits and refunds, letter of credit fees, overhead, profit, and other items reasonably required by the City to satisfy itself as to the reasonableness and accuracy of any amount.

Opinion of Probable Construction Cost - An estimate of the Project’s Guaranteed

Maximum Price developed after Base and Preliminary Plan submission utilizing the cost estimating principles identified in Exhibit B, Section 7 (Fair Pricing Approach to Cost

Estimating).

Payment Bond - The security furnished by the DB Contractor and the DB Contractor’s

Surety to guarantee payment of the debts covered by the bond.

Performance Bond - The security furnished by the DB Contractor and the DB Contractor’s

Surety to guarantee performance of the Work in accordance with the Contract.

Person - Any individual, corporation, company, voluntary association, partnership, trust, unincorporated organization, or Governmental Person, including the City.

Plan - The plan, profiles, typical cross-sections, and supplemental drawings that show the locations, character, dimensions, and details of the Work to be done. Plans also include

Management Plans.

Phase 1 Services - The Project phase beginning and ending as set forth in Section 2.1

(Phase 1 Services) during which Preconstruction Work will be performed.

Phase 1 Services Compensation - The meaning set forth in Section 13.1 (Phase 1

Services Compensation)

Phase 1 Services Fee - The maximum amount payable by the City for Phase 1 Services

Work pursuant to Section 13.1 (Phase 1 Services Compensation).

Phase 1 Services Progress Report - A report on progress of the Preconstruction Work submitted to the City monthly by the DB Contractor, in form and substance as agreed upon by the Parties, approval of which is a condition of payment of the DB Contractor’s payment for Phase 1 Services in accordance with Section 13.1.1 (Payment of Phase 1

Services Compensation).

Phase 1 Services Quality Plan - The meaning set forth in Exhibit B, Section 3.3 (Phase 1

Services Quality Management Plan).

Phase 1 Services Schedule Coordination Plan - The meaning set forth in Exhibit B, Section 4 (Phase 1 Services Schedule Management).

Phase 1 Services Schedule of Values - A detailed schedule apportioning Phase 1 Services

Compensation among activities associated with the Preconstruction Work in amounts to be paid to the DB Contractor by the City at milestones mutually agreed upon by the

Parties.

Preconstruction Work - All Work, including Professional Services Work Product necessary in connection with the preparation and finalization of the GMP Amendment, including any such work described in the GMP Amendment. For clarity, the Preconstruction

Work shall not include any Construction Work.

Preliminary Plan - The Professional Services Work Product further defined in Exhibit B, Section 2.2 (Design Submittals and Milestones).

Price Facilitator - The City or the City’s representative that will receive and review the

OPCCs submitted by the DB Contractor and the ICE in accordance with the process described in Exhibit B, Section 7 (Fair Pricing Approach to Cost Estimating).

Private Utility - Privately owned facilities which convey or transmit the commodities outlined in the definition of Utility of this section, but devoted exclusively to private use.

Private Utility Owner - Any owner or operator of a facility which is not a Public or

Municipal Utility.

Professional Services Work Product - All drawings, specifications, reports, calculations, records, or submittals at any stage of development or revision developed during Phase 1 Services relating to the Project.

Project – Harrison Road, Pantano Wash Bridge Design-Build Project as identified in the

Recitals to this Contract and further described in the Contract Documents.

Project Baseline Schedule - The initial Approved schedule included in the GMP

Amendment. A Project Baseline Schedule is a schedule incorporating activities for Work as well as for Provisional Risks (up to the Provisional Sums). References to the Project

Baseline Schedule include the Revised Project Baseline Schedule, if thereafter applicable, unless expressly stated otherwise

Project Limits - The physical limits given in the Contract Documents showing the points of beginning and ending of the Work included in the Project.

Project Manager - The person identified as such in Exhibit C (Design Build Team) to supervise the Project and to receive delivery of notices and have full responsibility for delivery of the Work and who will act as a single point of contact in all matters on behalf of the DB Contractor.

Proposal - Those documents constituting The DB Contractor’s response to the RFQ, including any supplements to proposals as may have been requested by the City, attached as Exhibit J (DB Contractor’s Proposal).

Proposer - An individual, firm, partnership, corporation, joint venture or combination thereof that submits a proposal in response to the RFQ.

Protection of Existing Utilities - Any activity undertaken to avoid damaging a Utility which does not involve removing or relocating that Utility, including staking the location of a Utility, avoidance of a Utility’s location by construction equipment, installing steel plating or concrete slabs, encasement in concrete, temporarily de-energizing power lines, and installing physical barriers. For example, temporarily lifting power lines without cutting them would be considered Protection of Existing Utilities; whereas temporarily moving power lines to another location after cutting them would be considered a temporary Utility Relocation.

Provisional Risk – An agreed upon project risk identified in the Risk Register for a specific line item of Work that cannot be reasonably quantified during Phase 1 Services.

Provisional Sum - A fixed sum for a specific line item of Work that is included as an allowance amount in Exhibit D-1 of the GMP Amendment upon agreement by the DB

Contractor and the City. Provisional Sums may be used in instances when the actual price or quantity for such item of work is unknown at the time of agreement on a GMP

Amendment. Where agreed as reflected in the Risk Register, Provisional Sums may include a designation of unit pricing and the estimated number of units making up the Provisional

Sums.

Public Utility – any business entity that owns or operates any plant, equipment, property, franchise, or license for the production, transmission, sale, delivery, or furnishing of electricity, water, or steam, where the rates or charges for goods or services of which have been established or approved by a federal or state authority.

Public Utility Owner - An owner or operator of a Public Utility.

Punch List - The list of Work items with respect to the Project which remain to be completed after achievement of Substantial Completion, as applicable, generally limited to minor incidental items of Work which have no adverse effect on the safety or operability of the Project, and which can be performed without shutting down a Traffic Lane or

Shoulder.

Quality Control Manager - The individual employed by the DB Contractor responsible for the overall Quality Control of the Work.

Redeploy or Redeploying - Resequencing, reallocating, or redeploying forces to other portions of the Work or Site or to other activities unrelated to the Work.

Reference Information Documents - The documents designated as Reference

Information Documents in the RFQ.

Released for Construction - The Professional Services Work Product further defined in

Exhibit B, Section 2.2 (Design Submittals and Milestones)

Relief Event - The meaning set forth in Section 14.1.1 (Relief Event Defined).

Relief Event Notice - The meaning set forth in Section 14.2.1 (Relief Event Notice).

Request for Change Proposal - A proposal issued by the City under Section 15

(Contract Modifications).

Request for Contract Modification or RCM - A DB Contractor initiated request for a change order made pursuant to Section 14 (Relief & Compensation) and Section 15

(Contract Modifications).

Request for Monthly Progress Payment - A request made by The DB Contractor for payment pursuant to Section 13.2.3.1 (Request for Monthly Progress Payment).

Revised Project Baseline Schedule - The adjusted Project Baseline Schedule (or prior

Revised Project Baseline Schedule), further to time impact analyses when the DB

Contractor is granted an extension of time under the Contract Documents, or the Parties otherwise agree in writing. References to the “Project Baseline Schedule” mean to the

“Revised Project Baseline Schedule” if, pursuant to the Contract, the Project Baseline

Schedule was revised.

Request for Qualifications (RFQ) - The Request for Qualifications for the Project issued by the City including all addenda and clarifications thereto.

Right-of-Way (ROW) - The real property (which term is inclusive of all estates and interests in real property) that is necessary for ownership and operation of the Project

(includes permits). The term specifically excludes any Construction Easements. The term

“Right-of-Way” is sometimes used to indicate Right-of-Way and is sometimes used to indicate rights-of-way for other facilities.

Risk Register - The meaning set forth in Section 2.4 (Risk Register).

Risk Register Event - The meaning set forth in Section 2.4 (Risk Register).

Workshop - The meetings held to develop and update the Risk Register, as more fully set forth in Exhibit B, Section 5 (Risk Management).

Road - A general term denoting a public way for purposes of vehicular travel, including the entire area within the Right-of-Way.

Right-of-Way Work Map - A map that includes permanent Right-of-Way, to be acquired by the City or other government agencies.

Safety Management Plan - The safety plan developed by the DB Contractor as part of the

Preconstruction Work and Approved by the City, as further described in Exhibit B, Section

3.2 (Safety Management Plan).

Schedule of Values - A detailed schedule apportioning the GMP Amendment among activities associated with the Work and any Risk Register Event (in the latter case, as may be allocable) in amounts to be paid to the DB Contractor by the City at milestones mutually agreed upon by the Parties, as detailed in Exhibit D-2.

Shared Provisional Sum - The meaning set forth in Section 2.4.2.3 (Shared Provisional

Sums).

Site - The parcels of right-of-way identified on the ROW Work Map or on which the Project is to be constructed and installed as well as all other areas in the vicinity used by the DB

Contractor for Construction Work.

Special Provisions - Revisions and additions to the Standard Specifications and

Supplemental Specifications applicable to an individual project.

Standard Drawings - Plans issued by the City for general application and repetitive use in connection with the City projects.

Standard Specifications - the Pima Association of Governments Standard Specifications for Public Improvements.

State - The State of Arizona acting through its elected officials and their authorized representative, or the State of Arizona in the geographic sense, depending on the context.

Subcontract - Any subcontract to perform any part of the Work or provide any Materials, Equipment or supplies for any part of the Work between The DB Contractor and a

Subcontractor, or between any Subcontractor and its lower tier Subcontractor, at any tier.

Subcontracting Management Plan - The meaning set forth in Exhibit B, Section 3.5

(Subcontracting Management Plan).

Subcontractor - Any Person with whom the DB Contractor has entered into any

Subcontract and any other Person with whom any Subcontractor has further subcontracted any part of the Work, at any tier.

Submittals Matrix - The meaning set forth in Exhibit B, Section 3.2.2 (The DB Contractor

Responsibility).

Substantial Completion - Completion of the Project as described in Section 22.1

(Substantial Completion).

Substantial Completion Deadline - The meaning set forth in Section 5.3 (Completion

Deadlines).

Supplemental Specifications - the City approved additions and revisions to the Standard

Specifications.

Supplier - Any Person other than employees of The DB Contractor not performing Work at the Site that supplies machinery, equipment, materials or systems to The DB Contractor or any Subcontractor in connection with the performance of the Work; Persons who merely transport, pick up, deliver, or carry materials, personnel, parts, or equipment or any other items or persons to or from the Site shall not be deemed to be performing Work at the Site.

Surety - Each properly licensed surety company Approved by the City which has issued the Payment and Performance Bond.

Technical Provision - The documents developed during the Phase 1 Services that govern the DB Contractor obligations, duties, and responsibilities during the Construction

Services, conformance with which is a condition of Acceptance of, and payment for Work by the City.

Transportation Management Plan - A document that describes how the DB Contractor will meet all MOT requirements for the Project. MOT requirements will be determined in collaboration between the DB Contractor and the City.

Utility - Privately, publicly, or cooperatively owned lines, facilities, and systems for producing, transmitting, or distributing communications, cable television, power, electricity, light, heat, gas, oil, crude products, water, steam, waste, storm water not connected with highway drainage, and other similar commodities, including fire and police signal systems and street lighting systems, which directly or indirectly serve the public.

The term "Utility” shall also mean the utility company inclusive of any wholly owned or controlled subsidiary.