TurnerandTownsend-CTR077589-ProjectManagementServices.pdf

CONSENT TO ASSIGNMENT

Contract No.: CTR077589 (Formerly ASRS18-215212)

Description: Project Management Services

Contractor: Turner & Townsend PJM US LLC (an affiliate of CBRE, Inc.)

CBRE, Inc., hereinafter referred to as the �ASSIGNOR�, hereby represents and warrants that the ASSIGNOR desires to assign a portion of Contract No. ASRS18-1215212, hereinafter the �CONTRACT�, for Project Management Services as referred to in Contract Amendment No. 4 and Contract Amendment No. 5 only to Turner & Townsend PJM US LLC, hereinafter referred to as the �ASSIGNEE�. All other Services under ASRS18-215212 will remain under ASRS18-215212 with CBRE, Inc.

ASSIGNOR warrants and represents ASSIGNOR has full right and authority to transfer the Project Management Services portion of the CONTRACT and the contract rights upon execution of this document.

THEREFORE, essential to the ASRS and in accordance with Section 6 �Contract Assignment� of the Special Terms and Conditions and consenting to the assignment of the contract from ASSIGNOR to ASSIGNEE, ASSIGNOR and ASSIGNEE represent, warrant, and agree with the ASRS to the following statements:

1. ASSIGNEE represents and warrants that:

a. it has read and understands the terms and conditions of the CONTRACT;

b. it has thorough knowledge of all Project Management Services performed by ASSIGNOR under the

CONTRACT; and

c. any remaining Project Management Services under the CONTRACT can and shall be performed in a timely and satisfactory manner for the remaining term of the CONTRACT.

2. ASSIGNOR warrants and represents that the CONTRACT is in full force and effect and is fully assignable.

3. ASSIGNOR and ASSIGNEE hereby acknowledge and agree with the ASRS that, upon the date of signatures, that neither ASSIGNOR nor ASSIGNEE have basis for filing any claim against the ASRS in connection with Project Management Services under the CONTRACT; and that no event has occurred concerning the Project Management Services under the CONTRACT which itself constitutes or would in the future constitute a default under the terms of the CONTRACT.

4. ASSIGNEE understands and agrees that it shall assume and be responsible for the Project Management Services obligations and contract terms of ASSIGNOR under the CONTRACT as of January 1, 2025, including but not limited to those pertaining to the quality and workmanship of all Project Management work performed by ASSIGNOR as of January 1, 2025, and shall fully warrant such work in accordance with the requirements of the CONTRACT. ASSIGNOR shall remain responsible for the Project Management Services obligations under the CONTRACT before January 1, 2025, including but not limited to those pertaining to the quality and workmanship of all Project Management Services performed before January 1, 2025, and shall fully warrant such work in accordance with the requirements of the

CONTRACT.

5. ASSIGNOR AND ASRS hereby release and discharge each other from any and all claims and liabilities relating to or arising out of Project Management Services under the CONTRACT performed after the effective date of this Consent to Assignment. Further, ASSIGNOR understands and agrees that this consent shall not relieve ASSIGNOR of any of the obligations to be observed and performed by ASSIGNOR under the CONTRACT and that this consent shall not be construed as a waiver or limitation of any right the ASRS has or may have against ASSIGNOR, and all rights of the ASRS under the CONTRACT and/or under the law are expressly reserved.

CONSENT TO ASSIGNMENT

Contract No.: CTR077589 (Formerly ASRS18-215212)

Description: Project Management Services

Contractor: Turner & Townsend PJM US LLC (an affiliate of CBRE, Inc.)

Contract No. ASRS18-215212 is modified by removing Project Management Services. All other Services, Terms and Conditions remain in effect. Project Management Services and all related Terms and Conditions transfer to and shall hereinafter be assigned to Contract No. CTR077589.

ASSIGNOR: CBRE, Inc. ASSIGNEE: Turner & Townsend PJM US LLC

Signature Signature

Name Name

Title Date Title Date

The above referenced Consent to Assignment is accepted by the ASRS.

Signature

Athena Elliston

Name

Chief Procurement Officer

Title Date

7/18/2025

Part 2A:

SCOPE OF WORK ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Project Management Services

CTR077589

Part 2 of 3 - Scope of Work, Special Terms and Conditions, and Uniform Terms and Conditions

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1. DEFINITIONS

1.1 “ASRS” refers to Arizona State Retirement System

1.2 “Owner” refers to ASRS

1.3 “Manager” refers to the Contractor

1.4 “Property” refers to the building at 3300 N Central Ave Phoenix, AZ, 85012

2. 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.

1 Landlord Performance/Full Project Services Managers 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 shall include:

a. 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

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.

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

b. 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 report 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.

2 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:

a. 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.

b. Construction Oversight

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).

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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

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

ii. 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.

EXHIBIT D: Pricing Schedule ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave 14th Floor

Phoenix, AZ 85012

Project Management Services

CTR077589

Part 3 of 3 – Offer Forms

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The Project Management Fee is set as a percent of the Gross Constructions Costs (hard and soft) as follows:

Gross Construction Cost Percentage

Initial $0.00 - $500,000 5%

Next $500,001 - $750,000 4%

Next $750,001 - $1,000,000 3%

Greater than $1,000,000 2%

Part 2B:

SPECIAL TERMS & CONDITIONS ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Project Management Services

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CONTENTS

1. AUTHOTITY TO CONTRACT

2. CONTRACT APPLICABILITY

3. GENERAL INFORMATION

4. TERM OF CONTRACT

5. CONTRACT RENEWAL

6. CONTRACT ASSIGNMENT

7. PRICE ADJUSTMENS

8. EQUITABLE ADJUSTMENTS

9. TERMINATION FOR DEFAULT

10. TERMINATION FOR CONVENIENCE

11. PERFORMANCE OF CONTRACT FOLLOWING TERMINATION OR EXPIRATION

12. DATA RELATING TO CONTRACT

13. LICENSES

14. CONFIDENTIALTY OF RECORDS

15. KEY PERSONNEL

16. BILLING

17. TRAVEL

18. DISCOUNTS

19. OFFFERS OF EMPLOYMENT

20. NOTICES

21. INSURANCE TERMS

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The Special Terms and Conditions modify the Uniform Terms and Conditions. It can modify them by replacing, deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other document modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and incorporated by Contract Amendment.

1. AUTHORITY TO CONTRACT

This Contract activity is issued under the authority of the State Procurement Administrator, through the Arizona State Retirement System (the “ASRS”). No alteration of any portion of the Contract, any services awarded, or any other agreement that is based upon this Contract may be made without express written approval of the ASRS Chief Procurement Officer or other personnel delegated authority in the form of an official Contract Amendment. Any such action is subject to the legal and contractual remedies available to the State inclusive of, but not limited to, Contract termination, cancellation, suspension, and/or debarment of the Contractor.

2. CONTRACT APPLICABILITY

Any Contract resulting from the Solicitation shall be for the exclusive use of the ASRS

3. GENERAL INFORMATION

The Contractor may not make any changes to the Scope of Work, delivery schedule, price or any other terms without prior written approval by the ASRS.

4. TERM OF CONTRACT

The term of the Contract shall commence on the effective date indicated in the “Acceptance of Offer” section of Attachment A: Offer and Acceptance contained in Part 2 – Attachments (Response Forms) of the Solicitation and shall remain in effect for a period of one (1) year thereafter unless terminated, canceled or extended as otherwise provided herein.

5. CONTRACT RENEWAL

5.1 The Contract shall not bind nor purport to bind the ASRS for any contractual commitment in excess of the original Contract period. The ASRS shall have the right, as its sole option, to renew the Contract for nine (9) one-year periods or a portion thereof. If the ASRS exercises such rights, all terms, conditions, and provisions of the original Contract shall remain the same and apply during the renewal period.

5.2 The Contractor shall provide the ASRS with notice of any requests for program/operation changes or modifications of any type, including those on price, at least ninety (90) days prior to the effective date for each renewal period. Any such request shall be accompanied by supporting documentation

5.3 Any extension of the Contract beyond a maximum of ten (10} years may only be made at the discretion of the ASRS with approval by the State Procurement Office.

6. CONTRACT ASSIGNMENT

Contractor may not assign, transfer or convey any of its rights or obligations under this Contract without the written permission of the ASRS.

7. PRICE ADJUSTMENTS

7.1 The Contractor shall agree that the prices stated in the original Contract shall not be increased otherwise negotiated.

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7.2 A price increase adjustment shall only be considered at the time of a contract renewal and shall be a factor in the renewal review process. The ASRS shall determine whether the requested price increase or an alternate option is in the best interest of the ASRS

7.3 Price reduction may be offered at any time during the term of the Contract and shall become effective upon acceptance by the ASRS

7.4 The Contractor understands and agrees the needs of the ASRS may change during the life of the Contract and the ASRS may propose changes to any part of this Contract with a commensurate, fair, and equitable adjustment in price. Any such changes shall be made in accordance with Section 5.1 (Amendments) of the Uniform Terms and Conditions of this Contract.

8. EQUITABLE ADJUSTMENTS

If the Contractor fails to perform satisfactorily under this Contract, including, but not limited to major elements of the Scope of Work, or any other requirement under the Scope of Work or Specifications, and Terms & Conditions of this Contract, ASRS may, at its sole discretion, request the Contractor make an equitable adjustment in the payment for that specific element of the Scope of Work. Such request for an equitable adjustment may be made in addition to any other remedies provided for under this Contract

9. TERMINATION FOR DEFAULT

9.1 The ASRS reserves the right to terminate the whole or any part of this Contract due to failure of the Contractor to carry out any obligation, term, or condition of the Contract, subject to sections 9.2 and 9.3 below.

9.2 The ASRS will issue a written notice of default to the Contractor for acting or failing to act, including in doing the following:

9.2.1 The Contractor fails to adequately perform the services set forth in the Scope of Work of the Contract;

9.2.2 The Contractor fails to complete the work required within the time stipulated in the Contract;

9.2.3 The Contractor attempts to impose on the State, personnel which are of an unacceptable quality;

9.2.4 The Contractor fails to make progress in the performance of the Contract and/or gives the ASRS reason to believe the Contractor will not or cannot perform to the requirements of the Contract

9.3 If the Contractor does not correct the above problem(s) within ten (10) calendar days after receiving the notice of default, the ASRS may terminate the Contract. If the ASRS terminates the Contract pursuant to this clause, the ASRS reserves all rights or claims to damage for breach of contract.

9.4 The ASRS may recover reasonable excess costs from the Contractor by:

9.4.1 Deduction form an unpaid balance;

9.4.2 Collection against the offer and/or performance bond; or

9.4.3 Any combination of the above or any other remedies as provided by law.

9.5 The ASRS reserves the right to complete the required work in accordance with the Arizona Procurement Code.

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10. TERMINATION FOR CONVENIENCE

This Contract is for the convenience of the ASRS and as such the ASRS may terminate this Contract in its entirety (but not in part) without default by the Contractor by providing a written notice of the termination ("Notice of Termination for Convenience") at least thirty (30) days prior to the termination date specified in the notice.

The ASRS may resort to any single or combination of the following remedies

a. Cancel any Contract;

b. Reserve all rights or claims to damage for breach of any covenants of the Contract:

After Contractor's receipt of a Notice of Termination for Convenience, and except as otherwise directed by Owner in accordance with this Contract, Contractor shall be bound by the terms provided in this Contract through the date of such termination specified in the notice, upon which date it shall stop work as specified in the Notice of Termination for Convenience. The Contractor shall be entitled to payment of all fees and costs already accrued for Services performed through the date of termination in accordance with the terms of the Contract, including but not limited to severance costs associated with termination of subcontractors performing Services, but excluding severance and other costs associated with termination of employees in amounts greater than required under law or as otherwise approved by the ASRS at the time such termination decision is made

11. PERFORMANCE OF CONTRACT FOLLOWING TERMINATION OR EXPIRATION

In the event the Contract expires or is terminated for any reason or cause, the Contractor agrees to continue performance of its duties, if so requested by the ASRS, as though no expiration or termination had occurred for a period not to exceed six (6) months from the first day of the month following termination. The Contractor shall cooperate fully with a replacement service contractor ("Replacement Contractor") who assumes the duties under this Contract. In such event, the Contractor shall continue to receive compensation set forth in the Contract unless modified by Contract Amendment to address unforeseen transition costs.

12. DATA RELATING TO CONTRACT

12.1 In the event of the expiration, termination or non-renewal of the Contract by either party, the Contractor, at its own expense, is obligated to return all data and records relating to the acquisition and performance of the Contract (“Data”) to the ASRS and to provide such Data to the Replacement Contractor in a format acceptable to the Replacement Contractor and that will ensure no loss of crucial data is incurred and no services are interrupted.

12.2 The ASRS does not expect the Contractor to release any proprietary or trade secret information to the

Replacement Contractor.

13. LICENSES

The Contractor shall maintain in current status all federal, state, and local licenses and permits required for the operation of the business conducted by the Contractor.

14. CONFIDENTIALTY OF RECORDS

14.1. Contractor shall establish and maintain procedures and controls that are acceptable to the ASRS for the purpose of assuring that no information contained in its records or obtained from the ASRS or from others in carrying out its functions under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting such information shall be referred to the ASRS. The Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers

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Page of the Contractor as needed for the performance of duties under the Contract, unless otherwise agreed to in writing by the ASRS.

14.2. The Contractor shall treat all information, which is obtained by it through its performance under the Contract, as confidential information to the extent that confidential treatment is provided under state and federal law, and shall not use any information so obtained in any manner except as necessary for the proper discharge of its obligations and protection of its rights hereunder.

15. KEY PERSONNEL

It is essential that the Contractor provide an adequate staff of experienced personnel capable of and devoted to the successful accomplishments of work to be performed under this Contract. The Contractor must assign specific individuals to the key positions. Once key personnel are assigned to work under the Contract, the ASRS shall have the opportunity to review the qualifications and approved the assignment of additional or replacement key personnel.

16. BILLING

All billing notices should be identified by the Contractor's name, list the Contract number, and clearly identify the line item, if applicable. Billing notices or invoices must be submitted to either:

By Email: asrsap@azasrs.gov OR

By Mail: Arizona State Retirement System Attn: Accounts Payable Department PO Box 33910

Phoenix, AZ 85067-3910

17. TRAVEL

Unless otherwise stated in this Contract, when requested in writing to perform work for the ASRS that requires travel, and only if the ASRS determines it to be in the best interest of the ASRS and approves the travel, the Contractor may be reimbursed travel expenses in accordance with the published rates specified in the State of Arizona Travel Policy, located at hUps://tiao.az.gov/travel/welcome-gao-travel, and incorporated herein.

18. DISCOUNTS

Payment discount periods shall be computed from the date of receipt of services or correct invoice, whichever is later, to the date the ASRS makes payment. Unless charges are itemized, any discount provided shall be taken on the full amount of the invoice. The ASRS shall be entitled to take advantage of any payment discount offered by the Contractor provided payment is made within the discount period

19. OFFFERS OF EMPLOYMENT

The Contractor shall comply with A.R.S. § 41-2517, as it relates to a person, firm or lobbyist making an offer of employment to an employee having a significant procurement role, as defined in A.R.S. § 41-741 and A.R.S. § 41-2503, in this Solicitation and the resulting Contract

20. NOTICES

mailto:asrsap@azasrs.gov

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All notices, requests, demands, consents, approvals, and other communications which may or are required to be served or given hereunder (for the purposes of this Contract collectively called "NOTICES"), shall be in writing and shall be sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed as set forth in the Contract, or to such other address as either party may from time to time furnish in writing to the other by notice hereunder. Any notice so mailed shall be deemed to have been given as of the date such notice is received as shown on the return receipt. Furthermore, such notice may be given by delivering personally such notice. If intended for the ASRS and, if intended for the Contractor, to the person named in the Contract, or to such other person as either party may from time to time furnish in writing to the other by notice hereunder. Any notice so delivered shall be deemed to have been given as of the date such notice is personally delivered to the other party.

21. INSURANCE TERMS

Professional Services

1 Indemnification Clause

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as indemnitees") from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as "Claims") for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, or employees, but only to the extent of such negligence, willful act or omissions . This indemnity includes any claim or amount arising out of, or recovered under, the Workers' Compensation Law (Title 23, Chapter 6, Arizona Revised Statutes) or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable, unless such loss investigation, defense and judgement would typically be covered under Indemnitee's or any third party's property insurance. In consideration of the award of this Contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona.

This indemnity shall not apply if the Contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

2 Insurance Requirements

2.1 Contractor and subcontractors shall procure and maintain, until alt of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees

2.2 The insurance requirements in Section II (Insurance Terms) herein ("Insurance Requirements") are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient

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Page to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance

3 Minimum Scope and Limits of Insurance

Contractor shall provide coverage with limits of liability not less than those stated below.

3.1 Commercial General Liability (CGL) - Occurrence Form

Policy shall include bodily injury, property damage, and broad form contractual liability coverage.

• General Aggregate $2,000,000

• Products – Completed Operations Aggregate $1,000,000

• Personal and Advertising Injury $1,000,000

• Damage to Rented Premises $1,000,000

• Each Occurrence $50,000

$1,000,000

a. The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor.

b. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

3.2 Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the performance of this Contract.

• Combined Single Limit (CSL) $1,000,000

a. Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor.

b. Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

3.3 Workers' Compensation and Employers' Liability

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• Workers' Compensation Statutory

• Employers' Liability

a. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

b. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S.

§ 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

3.4 Professional Liability (Errors and Omissions Liability)

• Each Claim $2,000,000

• Annual Aggregate $2,000,000

a. In the event that the Professional Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of two (2) years beginning at the time work under this Contract is completed.

b. The policy shall cover professional misconduct or negligent acts for those positions defined in the Scope of Work of this Contract.

4. Additional Insurance Requirements

The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions:

4.1 The Contractor's policies, as applicable, shall stipulate that the commercial general liability, and commercial automobile insurance afforded the Contractor shall be primary and that any commercial general liability or commercial automobile insurance carried by the ASRS, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E).

4.2 Insurance provided by the Contractor shall not limit the Contractor's liability assumed under the indemnification provisions of this Contract

5. Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor's insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days' prior written notice to the State of Arizona. Within two (2) business days of

0 Each Accident $1,000,000 0 Disease - Each Employee $1,000,000 0 Disease - Policy Limit $1,000,000

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Page receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring.

Such notice shall be sent directly to the ASRS and shall be mailed, emailed, or sent by facsimile transmission to ASRSProcurement@azasrs.gov.

6. Acceptability of Insurers

Contractor's insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers.

Insurers shall have an "A.M. Best" rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency

7. Verification of Coverage

Contractor shall furnish the ASRS with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that Contractor has the insurance as required by this Contract. An authorized representative of the insurer shall sign the certificates.

7.1 All such certificates of insurance and policy endorsements must be received by the State before work commences. The State's receipt of any certificates of insurance or policy endorsements that do not comply with this written agreement shall not waive or otherwise affect the requirements of this agreement

7.2 Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract.

7.3 All certificates required by this Contract shall be emailed to ASRSProcurement@azasrs.gov. The

State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

8. Subcontractors

Contractor's certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum Insurance Requirements identified above. The ASRS reserves the right to require, at any time throughout the life of this Contract, proof from the Contractor that its subcontractors have the required coverage

9. Approval and Modifications

The ASRS, in consultation with the State of Arizona, Department of Administration, Risk Management Division, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this Contract, as deemed necessary. Such action will not require a formal Contract Amendment but may be made by administrative action.

10. Exceptions mailto:ASRSProcurement@azasrs.gov mailto:ASRSProcurement@azasrs.gov

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In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply

Part 2C:

UNIFORM TERMS AND CONDITIONS ARIZONA STATE

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As Issued by the State of Arizona State Procurement Office

1. DEFINITION OF TERMS

As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows:

1.1. “Attachment” means any item the Solicitation requires the Offeror to submit as part of the Offer. .

1.2. “Contract” means the combination of the Special Terms and Conditions, the Uniform and Special Terms and Conditions, the Statement or Scope of Work, the Pricing Schedule, the Service Agreement, and any and all Contract Amendments. .

1.3. “Contract Amendment” means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract.

1.4. “Contractor” means any person who has a Contract with the State. For purposes of this Contract, the Contractor is the Manager.

1.5. “Days” means calendar days unless otherwise specified.

1.6. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation.

1.7. “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received.

1.8. “Materials” means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space.

1.9. “Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract.

1.10. “Services” means the furnishing of labor, time or effort by a contractor or subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements. .

1.11. “Subcontract” means any contract, express or implied, between the Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or any service required for the performance of the Contract

1.12. “State” means the State of Arizona and Department or Agency of the State that executes the Contract (which, as to this Contract, shall mean Owner).

1.13. “State Fiscal Year” The period beginning with July 1 and ending June 30.

1.14. “AI – Artificial Intelligence” The science and engineering of making machines capable of performing tasks that are typically associated with human intelligence, such as learning and problem-solving, and includes without limitation, AI systems, classic AI, external AI, generative AI, and large language model (LLM) AI.

2. CONTRACT INTERPRETATION

2.1. Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7.

2.2. Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it.

2.3. Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the State and as they may be amended, the following shall prevail in the order set forth below:

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2.3.1. Special Terms and Conditions (attached as Exhibit A to the body of the Agreement);

2.3.2. These Uniform Terms and Conditions (attached as Exhibit B to the body of the Agreement);

2.3.3. Statement or Scope of Work (attached as Exhibit C to the body of the Agreement);

2.3.4. Pricing Schedule (attached as Exhibit D to the body of the Agreement);;

2.3.5. The body of the Agreement (excluding Exhibits thereto).

2.4. Relationship of Parties. The Contractor under this Contract is an independent contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract.

2.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract.

2.6. No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding.

2.7. No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it.

3. CONTRACT ADMINISTRATION AND OPERATION

3.1. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each subcontractor to retain all data and other “records” relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records.

3.2. Non-Discrimination. The Contractor shall comply with State Executive Order Nos. 2023-09, 2023-01, 2009-09 and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act.

3.3. Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five (5) years thereafter, the Contractor’s or any subcontractor’s books and records shall be subject to audit by the State and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract.

3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, subcontractor facilities and the Contractor’s processes or services, at reasonable times for inspection of the facilities or materials covered under this Contract.

The State shall also have the right to test, at its own cost, the materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities nor materials testing shall constitute final acceptance of the materials or services. If the State determines non-compliance of the materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection.

3.5. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation cover sheet, unless otherwise stated in the Contract. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary.

3.6. Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer.

3.7. Advertising, Publishing, and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer.

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3.8. Property of the State. Any materials, including reports, computer programs and other deliverables, created under this Contract are the sole property of the State.