COOPERATIVE PURCHASING AGREEMENT BETWEEN THE CITY OF AVONDALE AND ABACUS PROJECT MANAGEMENT, INC.

THIS COOPERATIVE PURCHASING AGREEMENT (this “Agreement”) is entered into as of November 19, 2018, between the City of Avondale, an Arizona municipal corporation (the “City”), and Abacus Project Management, Inc., an Arizona corporation (the “Consultant”).

RECITALS

A. After a competitive procurement process, 1 Governmental Procurement Alliance (“1GPA”) entered into Contract No. 14-192P, dated July 2, 2014, as amended by Contract Extension/Amendments dated May 8, 2017, and June 5, 2018 (collectively, the “1GPA Contract”), for the Consultant to provide project management services. A copy of the 1GPA Contract is attached hereto as Exhibit A and incorporated herein by reference, to the extent not inconsistent with this Agreement.

B. The City is permitted, pursuant to Section 25-24 of the City Code, to purchase such services under the 1GPA Contract, at its discretion and with the agreement of the awarded Consultant.

C. The City and the Consultant desire to enter into this Agreement for the purpose of (i) acknowledging their cooperative contractual relationship under the 1GPA Contract and this Agreement, (ii) establishing the terms and conditions by which the Consultant may provide the City with project management services for the Resource Center and expansion of the Police Station, as more particularly set forth in Section 2 below (the “Services”) and (iii) setting the maximum aggregate amount to be expended pursuant to this Agreement related to the Services.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Consultant hereby agree as follows:

1. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until June 5, 2019, unless terminated as otherwise provided in this Agreement or the 1GPA Contract.

2. Scope of Work. Consultant shall provide the Services to the City under the terms and conditions of the 1GPA Contract and as more particularly set forth in the Proposal attached hereto as Exhibit B and incorporated herein by reference.

3. Compensation. The City shall pay Consultant an amount not to exceed $150,000.00 for the portion of the Services that will be completed during the Term at the unit

3379359.1 rates set forth in the 1GPA Contract and as more particularly set forth in the Proposal; services beyond the Term will only be authorized by an amendment to this Agreement.

4. Payments. The City shall pay the Consultant monthly, based upon Services performed and completed to date, and upon submission and approval of invoices. Each invoice shall (i) contain a reference to this Agreement and the 1GPA Contract and (ii) document and itemize all work completed to date. The invoice statement shall include a record of time expended and work performed in sufficient detail to justify payment. Additionally, invoices submitted without referencing this Agreement and the 1GPA Contract will be subject to rejection and may be returned.

5. Safety Plan. Consultant shall provide the Services in accordance with a safety plan that is compliant with Occupational Safety and Health Administration, American National Standards Institute and National Institute for Occupational Safety and Health standards. If, in the Consultant’s sole determination, the Services to be provided do not require a safety plan, Consultant shall notify the City, in writing, describing the reasons a safety plan is unnecessary. The City reserves the right to request a safety plan following such notification.

6. Records and Audit Rights. To ensure that the Consultant and its subcontractors are complying with the warranty under Section 7 below, Consultant’s and its subcontractors’ books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Consultant and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the City, to the extent necessary to adequately permit (i) evaluation and verification of any invoices, payments or claims based on Consultant’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (ii) evaluation of the Consultant’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in Section 7 below. To the extent necessary for the City to audit Records as set forth in this Section, Consultant and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the City shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the City to Consultant pursuant to this Agreement. Consultant and its subcontractors shall provide the City with adequate and appropriate workspace so that the City can conduct audits in compliance with the provisions of this Section. The City shall give Consultant or its subcontractors reasonable advance notice of intended audits. Consultant shall require its subcontractors to comply with the provisions of this Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement.

7. E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41- 4401, the Consultant and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Consultant’s or its subcontractor’s failure to

3379359.1 2 comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the City.

8. Israel. Consultant certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a “boycott,” as that term is defined in ARIZ. REV. STAT. § 35-393, of Israel.

9. Conflict of Interest. This Agreement may be canceled by the City pursuant to ARIZ. REV. STAT. § 38-511.

10. Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona.

11. Agreement Subject to Appropriation. The City is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the City’s then current fiscal year. The City’s obligations under this Agreement are current expenses subject to the “budget law” and the unfettered legislative discretion of the City concerning budgeted purposes and appropriation of funds. Should the City elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then-current fiscal year term for which such funds were appropriated and budgeted for such purpose and the City shall be relieved of any subsequent obligation under this Agreement. The parties agree that the City has no obligation or duty of good faith to budget or appropriate the payment of the City’s obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The City shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The City shall keep Consultant informed as to the availability of funds for this Agreement. The obligation of the City to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the City. Consultant hereby waives any and all rights to bring any claim against the City from or relating in any way to the City’s termination of this Agreement pursuant to this section.

12. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, any amendments, Consultant’s Proposal, the 1GPA Contract and invoices, the documents shall govern in the order listed herein.

13. Rights and Privileges. To the extent provided under the 1GPA Contract, the City shall be afforded all of the rights and privileges afforded to the Government and shall be “1GPA” (as defined in the 1GPA Contract) for the purposes of the portions of the 1GPA Contract that are incorporated herein by reference.

14. Indemnification; Insurance. In addition to and in no way limiting the provisions set forth in Section 13 above, the City shall be afforded all of the insurance coverage and indemnifications afforded to 1GPA to the extent provided under the 1GPA Contract, and such insurance coverage and indemnifications shall inure and apply with equal effect to the City under this Agreement including, but not limited to, the Consultant’s obligation to provide the indemnification and insurance. In any event, the Consultant shall indemnify, defend and hold

3379359.1 3 harmless the City and each council member, officer, employee or agent thereof (the City and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or omissions, in connection with the work or services of the Consultant, its officers, employees, agents, or any tier of subcontractor in the performance of this Agreement.

15. Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (iii) given to a recognized and reputable overnight delivery service, to the address set forth below:

If to the City: City of Avondale 11465 West Civic Center Drive Avondale, Arizona 85323 Attn: Charles Montoya, City Manager

With copy to: GUST ROSENFELD P.L.C. One East Washington Street, Suite 1600 Phoenix, Arizona 85004-2553 Attn: Andrew J. McGuire

If to Consultant: Abacus Project Management, Inc. 3030 North Central Avenue, Suite 803 Phoenix, Arizona 85012 Attn: Richard W. Carr, Jr. or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (i) when delivered to the party, (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (iii) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice.

[SIGNATURES ON FOLLOWING PAGES]

3379359.1 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above.

“City”

CITY OF AVONDALE, an Arizona municipal corporation

Charles Montoya, City Manager

ATTEST:

City Clerk

(ACKNOWLEDGMENT)

STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA )

On ______, 2018, before me personally appeared Charles Montoya, the City Manager of the CITY OF AVONDALE, an Arizona municipal corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the above document, on behalf of the City of Avondale.

Notary Public

(Affix notary seal here)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

3379359.1 5 “Consultant”

ABACUS PROJECT MANAGEMENT, INC., an Arizona corporation

By:

Name:

Title:

(ACKNOWLEDGMENT)

STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA )

On ______, 2018, before me personally appeared ______, the ______of ABACUS PROJECT MANAGEMENT, INC., an Arizona corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he/she claims to be, and acknowledged that he/she signed the above document on behalf of the corporation.

Notary Public

(Affix notary seal here)

3379359.1 6 EXHIBIT A TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE CITY OF AVONDALE AND ABACUS PROJECT MANAGEMENT, INC.

[1 GPA Contract]

See following pages.

3379359.1

Request for Proposal C14-42 Project Management

Proposal Due Date and Time: May 27, 2014 at 10:30 A.M. Arizona Time

RFP Opening Location: IGPA 1910 W. Washington Street Phoenix, Arizona, 85009

Last Day for Questions: May 10, 2014 Pre-Proposal Conference: None Required

In accordance with the Arizona Department of Education School District Procurement Rules pursuant to R7-2-1001 thru R7-2- 1195, competitive sealed proposals for the materials or services specified will be received by 1GPA, at the above specified location, until the time and date cited. Proposals received by the correct time and date shall be opened and the name of each offeror will be publicly read. All other information contained in the Proposal shall remain confidential until award is made.

Solicitations shall be in the actual possession of 1GPA on or prior to the time and date, and at the location indicated above. Late solicitations shall not be considered.

Solicitations must be submitted in a sealed envelope with the Request for Proposal number and the offerors name and address clearly indicated on the envelope. Additional instructions for preparing a solicitation are provided herein. Offerors are strongly encouraged to carefully read the entire solicitation document.

Questions regarding this Request for Proposal should be directed to:

Christy Knorr, Contract Administrator Email: [email protected] Phone: 866-306-3893

Michael N. Chouteau Mike N. Chouteau, Executive Director 1GPA

Date: April 24, 2014

1Government Procurement Alliance (1GPA) 1910 W. Washington St Phoenix, AZ 85009 Phone: 866-306-3893 Fax: 602-663-9515 Website: www.1gpa.org

TABLE OF CONTENTS

Offer and Acceptance Form Page 3

Acknowledgement of Receipt Page 4

Definition of Terms Page 5

Uniform Instructions to Offerors Page 6

Uniform Terms and Conditions Page 11

Special Terms and Contions Page 18

Scope of Work Page 22

Evaluation Criteria/Proposal Format Page 24

Processing Information Page 27

Anti-Trust Certification Statement (Texas) Page 28

Non-Collusion Affidavit Page 29

Proposal Submission Label Page 30

DOCUMENTS REFERENCED:

You may access a copy of the documents referenced within this solicitation at the following web addresses:

Arizona Revised Statutes (A.R.S.) is available at http://www.azleg.state.az.us/ArizonaRevisedStatutes.asp

The Arizona School District Procurement Rules in the Arizona Administrative Code (A.A.C.) is available at http://www.azsos.gov/public_services/Title_07/7-02.htm

I.R.S. W-9 form (Request for Taxpayer I.D. Number) is available at www.irs.gov/pub/irs-pdf/fw9.pdf

1Government Procurement Alliance (1GPA) 1910 W. Washington St Phoenix, AZ 85009 Phone: 866-306-3893 Fax: 602-663-9515 Website: www.1gpa.org

OFFER AND CONTRACT ACCEPTANCE

The Undersigned hereby certifies understanding and compliance with the requirements in the General Terms and Conditions. Offers futher agrees to furnish the material and/or service in compliance with all terms, conditions, specifications, and amendments in the solicitation and any written exceptions in the offer.

Federal Employer Identification Number ______

Company Name ______

Address ______City ______State ______Zip______

Telephone Number ______Fax ______

Printed Name ______Title ______

Primary Email ______Company Email ______

Authorized Signature ______

The Contractor shall not to commence any billable work or to provide any material or service under this contract until Contractor receives purchase order from a 1GPA member.

The offer is hereby accepted:

The Contractor is now bound to sell the materials and/or services offered to and accepted by 1GPA in accordance with the solicitation, including all terms, conditions, specifications, amendments, etc.

This contract shall henceforth be referred to as Contract Number ______

Awarded this ______day of ______2014

This contract shall be effective this ______day of ______2014

1GPA

Signature: ______Date: ______

Title: ______

Printed Name: ______

Approved By : Mary C. O’Brien – Pinal County ESA

Signature: ______Date: ______

Title: ______

Printed Name: ______

1Government Procurement Alliance (1GPA) 1910 W. Washington St Phoenix, AZ 85009 Phone: 866-306-3893 Fax: 602-663-9515 Website: www.1gpa.org Page 3 of 30

ACKNOWLEDGEMENT OF RECEIPT

In acknowledgement of receipt of the RFP # C14-42, the undersigned agrees that he/she has received a complete copy, beginning with page 1 and ending with page 30.

The acknowledgement of the receipt should be signed and returned to the Buyer no later than May 10, 2014 . Only potential Offerors who elect to return this form will receive copies of all future communications, relating to, and including amendments to this RFP, if issued.

FIRM:

REPRESENTED BY:

TITLE:

PHONE:

EMAIL:

FAX:

ADDRESS:

CITY, STATE, ZIP:

SIGNATURE:

DATE:

This name and address will be used for all correspondence related to this RFP. Firm does / does not (circle one) intend to respond to this RFP. If firm does not intend to reply, please give a brief explanation for not responding.

Return To: 1GPA 1910 W. Washington Phoenix, AZ. 85009

Email [email protected] Fax 602-663-9515

1Government Procurement Alliance (1GPA) 1910 W. Washington St Phoenix, AZ 85009 Phone: 866-306-3893 Fax: 602-663-9515 Website: www.1gpa.org Page 4 of 30

DEFINITION OF TERMS

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

“Contract” means the combination of the Solicitation, including the Special Instructions to Offerors, Special Terms and Conditions, and the Specifications and Statement or Scope of Work/Services; the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract Amendments, and Member purchase orders.

"Contract Amendment" means a written document signed by the 1GPA that is issued for the purpose of making changes in the Contract.

“Contractor” means any person who has a Contract with the 1GPA.

“Cost” means the aggregate cost of all materials and services, including labor performed by force account.

“Days” means calendar days unless otherwise specified.

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

“Governing Body” means any group comprised of elected or appointed officials, such as School District Governing Boards, City Councils, County Supervisors, Board of Regents, etc., which has the authority to make fiduciary decisions for a Member organization.

“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.

“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.

“Member” means a government organization which has entered into a Cooperative Purchase Agreement (CPA) with 1GPA.

“Offer” means bid, solicitation or quotation.

“Offeror” means a vendor who responds to a Solicitation.

“Responsible Bidder or Offeror” means a respondent to a solicitation who has the capability to perform the Contract requirements with the integrity and reliability which will assure good faith performance.

“Responsive Bidder or Offeror” means a respondent to a solicitation who provides an offer which conforms in all material respects to the Invitation for Bids or Request for Proposals.

“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.

“Solicitation” means an Invitation for Bids (“IFB”), a Request for Proposal (“RFP”), or a Request for Quotations (“RFQ”).

“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 furnishings of any material or any service required for the performance of the Contract.

1Government Procurement Alliance (1GPA) 1910 W. Washington St Phoenix, AZ 85009 Phone: 866-306-3893 Fax: 602-663-9515 Website: www.1gpa.org Page 5 of 30 UNIFORM INSTRUCTIONS TO OFFERORS

1. Inquiries A. Duty to Examine - It is the responsibility of each Offeror to examine the entire Solicitation, seek clarification in writing, and check its Offer for accuracy before submitting the Offer. Lack of care in preparing an Offer shall not be grounds for withdrawing the Offer after the Offer due date and time nor shall it give rise to any Contract claim.

B. Solicitation Contact Person - Any inquiry related to a Solicitation, including any requests for or inquiries regarding standards referenced in the Solicitation, shall be directed solely to the Solicitation contact person.

C. Submission of Inquiries - Questions and/or clarifications concerning this RFP will be accepted in writing through May 10, 2014 at 5:00 p.m. Request may be transmitted via facsimile or email. Written responses to all written inquiries will be provided and distributed to all recipients of this RFP. Responses and addenda to this RFP, if necessary, are scheduled to be issued by May 15, 2014 at 5:00 p.m. No Offeror may rely upon oral responses made by any 1GPA employee or any representative. Questions and/or clarifications concerning this RFP shall be directed to Christy Knorr, [email protected], or Fax 602-663-9515.

F. Solicitation Amendments/Addenda - The Solicitation shall only be modified by a Solicitation Amendment or Addendum. 1GPA will not be responsible for offerors adjusting their proposal based on oral instructions by any member of 1GPA or lead District Personnel.

G. Pre-Offer Conference - If a pre-offer conference has been scheduled under this Solicitation, the date, time, and location shall appear on the Solicitation cover sheet or elsewhere in the Solicitation. An Offeror should raise any questions it may have about the Solicitation or the procurement at that time. An Offeror may not rely on any verbal responses to questions at the conference. Material issues raised at the conference that result in changes to the Solicitation shall be answered solely through a written Solicitation Amendment or Addendum.

H. Persons with Disabilities - Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the appropriate Solicitation contact person. Requests shall be made as early as possible to allow time to arrange the accommodation.

2. Offer Preparation A. Forms: No Facsimile or Telegraphic Offers - An Offer shall be submitted either on the forms provided in this Solicitation or their substantial equivalent. Any substitute document for the forms provided in this Solicitation will be legible and contain the same information requested on the form. Telegraphic, electronic mail, or faxed proposals shall not be considered.

B. Typed or Ink; Corrections. - The Offer should be typed or in ink. Erasures, interlineations or other modifications in the Offer should be initialed in ink by the person signing the Offer. Modifications shall not be permitted after Offers have been opened except as otherwise provided under applicable law.

C. Signature(s) on Proposals - The Offer and Contract Acceptance document must be submitted with an original ink signature by the person authorized to sign the offer. Failure to sign the Offer and Contract Acceptance document may result in rejection of the offer.

D. Exceptions to Terms and Conditions - All exceptions included with the Offer shall be submitted in a clearly identified separate section of the Offer in which the Offeror clearly identifies the specific paragraphs of the Solicitation where the exceptions occur. Any exceptions not included in such a section shall be without force and effect in any resulting Contract unless such exception is specifically referenced by the Procurement Officer in a written statement. The Offeror’s preprinted or standard terms will not be considered as a part of any resulting Contract. All exceptions that are contained in the Offer may negatively affect the solicitation evaluation based on the evaluation criteria as stated in the Solicitation or result in rejection of the Offer.

1GPA C14-38 Page 6 of 30 UNIFORM INSTRUCTIONS TO OFFERORS

E. Subcontracts - Offeror shall clearly list any proposed subcontractors and the subcontractor’s proposed responsibilities in the Offer.

F. Cost of Offer Preparation - 1GPA will not reimburse any Offeror the cost of responding to a Solicitation.

G. Solicitation Amendments/Addenda - Unless otherwise stated in the Solicitation, each Solicitation Amendment or Addendum shall be acknowledged by the person signing the Offer. Failure to acknowledge a material Solicitation Amendment or Addendum or to follow the instructions for acknowledgement of the Solicitation Amendment/Addendum may result in rejection of the Offer.

H. Provision of Tax Identification Numbers - Offerors are required to provide their Arizona Transaction Privilege Tax number and/or Federal Tax Identification number, if applicable, in the space provided on the Offer and Acceptance Form and provide the tax rate and amount, if applicable, on the Price Sheet.

I. Taxes - All applicable taxes in the Offer will be considered by 1GPA when determining the lowest bid or evaluating solicitations; except when a responsive Offeror which is otherwise reasonably susceptible for award is located outside of Arizona and is not subject to a transaction privilege or use tax of a political subdivision of this state.

1. Federal Excise Tax - Arizona School Districts/public entities are exempt from certain Federal Excise Tax on manufactured goods.

2. Transaction Privilege Taxes - Arizona School Districts/public entities are subject to all applicable state and local transaction privilege taxes. Transaction Privilege Taxes in Arizona include State, County and City taxes.

3. Property Taxes - Arizona School Districts/public entities do not pay state property taxes.

4. Taxes on Shipping - Transaction privilege tax may not be collected on delivery charges to the Member’s location if separately stated on the invoice.

5. Payment of Taxes – Member is responsible for payment for all taxes listed on the invoice. Contractor is responsible for collection such taxes and shall forward all taxes to the proper revenue office.

I. Disclosure - If the firm, business, or person submitting this Offer has been debarred, suspended or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any Federal, state, or local government, or if any such preclusion from participation from any public procurement activity is currently pending, the Offeror shall fully explain the circumstances relating to the preclusion or proposed preclusion in the Offer. The Offeror shall include a letter with its Offer setting forth the name and address of the governmental unit, the effective date of this suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating the suspension or debarment. If suspension or debarment is currently pending, a detailed description of all relevant circumstances including the details enumerated above must be provided.

J. Solicitation Order of Precedence - In the event of a conflict in the provisions of this Solicitation and any subsequent contracts, the following shall prevail in the order set forth below:

1. Addenda/Amendments; 2. Special Terms and Conditions; 3. Uniform General Terms and Conditions; 4. Statement or Scope of Work; 5. Specifications; 6. Attachments; 7. Exhibits; 8. Special Instructions to Offerors; and 9. Uniform Instructions to Offerors.

1GPA C14-38 Page 7 of 30 UNIFORM INSTRUCTIONS TO OFFERORS

M. Delivery - Unless stated otherwise in the Solicitation, all prices shall be F.O.B. Destination and shall include all delivery and unloading at the destination(s). Contractor shall provide delivery of goods, and/or performance of services in accordance with the needs of the 1GPA Member. Products delivered must conform to the products listed under this contract and may not be substituted with nonconforming products. Contractor agrees to pay for and arrange for return of goods that are defective.

4. Submission of Offer A. Sealed Envelope or Package - Each Offer shall be submitted to the location identified in this Solicitation, in a sealed envelope or package that identifies its contents as an Offer and the Solicitation number to which it responds. The appropriate Solicitation number should be plainly marked on the outside of the envelope or package. Offeror shall submit proposal in a 3 Ring Binder, clearly labeled with the name of offeror. Offeror shall include 1 Original, 2 Copies and 2 Thumbdrive (electronic copies) of the proposal.

B. Offer Amendment or Withdrawal - An Offer may not be amended or withdrawn after the due date and time except as otherwise provided under applicable law.

C. Public Record/Confidentiality - Under applicable law, all Offers submitted and opened are public records and must be retained by 1GPA. Offers shall be open to public inspection after Contract award.

If offeror believes that its proposal contains trade secrets or confidential information that should be withheld from public inspection, a statement advising 1GPA of this fact shall accompany the proposal, and the information shall be so identified wherever it appears. 1GPA shall review the statement and shall determine in writing whether the information shall be withheld. If 1GPA determines to disclose the information, 1GPA shall inform offeror in writing of such determination.

Requests to deem the entire offer as confidential will not be considered.

1GPA will not consider pricing to be confidential or proprietary.

D. Certification - By signing the Offer and Acceptance form or other official contract form, the Offeror certifies that:

1. The prices have been arrived at independently, without consultation, communication or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Offeror or with any competitor; the prices which have been quoted have not been nor will not be disclosed directly or indirectly to any other Offeror or to any competitor; nor attempt has been made or will be made to induce any person or firm to submit or not to submit, an Offer for the purpose of restricting competition. It did not engage in collusion or other anti-competitive practices in connection with the preparation or submission of its offer; and

2. It does not discriminate against any employee, applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and that it complies with all applicable federal, state, and local laws and executive orders regarding employment, Executive Order 99- 4, 2000-4 and A.R.S. §41-1461 through 1465; and

3. The Offeror warrants that it and all proposed subcontracts will maintain compliance with Federal Immigration and Nationality Act (FINA), ARS § 41-4401 and § 23-214, and all other Federal immigration laws and regulations related to the immigration status of its employees which requires compliance with Federal immigration laws by employers, contractors and subcontractors in accordance with the E-Verify Employee Eligibility Verification Program.

1GPA C14-38 Page 8 of 30 UNIFORM INSTRUCTIONS TO OFFERORS

4. The Offeror has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted offer. Failure to provide a valid signature affirming the stipulations required by this clause shall result in rejection of the offer. Signing the offer with a false statement shall void the offer, any resulting contract and may be subject to legal remedies provided by law.

5. By submission of this offer, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency; and

6. By submission of this offer, that no Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a Cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal Contract, grant, loan or cooperative agreement.

7. In accordance with ARS § 35-392, the Offeror is in compliance and shall remain in compliance with the Export Administration Act.

5. Additional Information

A. Unit Price Prevails - Where applicable, in the case of discrepancy between the unit price or rate and the extension of that unit price or rate, the unit price or rate shall govern.

B. Late Offers - An Offer submitted after the exact Offer due date and exact time shall be rejected.

C. Disqualification - The Offer of an Offeror who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity may be rejected.

D. Offer Acceptance Period - An Offeror submitting an Offer under this Solicitation shall hold its Offer open for the number of days from the Offer due date that is stated in the Solicitation. If the Solicitation does not specifically state a number of days for the Offer acceptance, the number of days shall be ninety (90). If a Best and Final Offer is requested pursuant to a Request for Proposals, an Offeror shall hold its Offer open for ninety (90) days from the Best and Final due date.

E. Payment - Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon receipt and acceptance of goods or services, the Contractor shall submit a complete and accurate invoice for payment within thirty (30) days.

F. Waiver and Rejection Rights - Notwithstanding any other provision of the solicitation, 1GPA reserves the right to:

1. Waive any minor informality; 2. Reject any and all Offers or portions thereof; or 3. Cancel a Solicitation.

6. Award A. Number or Types of Awards - Where applicable, the 1GPA reserves the right to make multiple awards or to award a Contract by individual line items, by a group of line items, or to make an aggregate award, whichever is deemed most advantageous to 1GPA and its Members. If the Procurement Officer determines that an aggregate award to one Offeror is not in 1GPA’ interest, “all or none” Offers shall be rejected.

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B. Contract Inception - An Offer does not constitute a Contract nor does it confer any rights on the Offeror to the award of a Contract. A Contract is not created until the Offer is accepted in writing by 1GPA with an authorized signature on the Offer and Acceptance Form. A letter or other notice of award or of the intent to award shall not constitute acceptance of the offer.

C. Effective Date - The effective date of this Contract shall be the date that 1GPA signs the Offer and Acceptance Form or other official contract form, unless another date is specifically stated in the Contract.

7. Protests A protest shall comply with and be resolved according to Arizona Department of Education School District Procurement Code Rule A.A.C. R7-2-1141 through R7-2-1153. Protests shall be in writing and be filed with 1GPA Representative, Mike Chouteau, Executive Director. A protest of a solicitation shall be received by the representative before the Offer due date. A protest of a proposed award or of an award shall be filed with the representative within ten (10) days after the protester knows or should have known the basis of the protest. A protest shall include:

1. The name, addresses, and telephone number of the protester; 2. The signature of the protester or its representative; 3. Identification of the purchasing agency and the Solicitation or Contract number; 4. A detailed statement of the legal and factual grounds of the protest including copies of relevant documents; and 5. The form of relief requested

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1. Cooperative Purchasing A. Cooperative Purchasing - This contract is based on the need for 1GPA to provide the economic benefits of volume purchasing and reduction in administrative costs through cooperative purchasing to schools and other Members. Although contractors may restrict sales to certain public units (e.g. state agencies, local government units), any contract that prohibits sales from being made to public school districts may not be considered. Sales without restriction to any members are preferred.

B. Cooperative Purchasing Agreements - Cooperative Purchasing Agreements between 1GPA and its Members have been established under all procurement laws.

C. Cooperative Purchasing Contracts - Offeror agrees all prices, terms, warranties, and benefits granted by offeror to Members through this contract are comparable to or better than the equivalent terms offered by offeror to any present customer meeting the same qualifications or requirements.

Nothing in this solicitation is intended to establish a most favored customer relationship between 1GPA and contractor. Contractor may respond to any solicitation without regard to this contract. If contractor offers lower prices to any of its other customers, it may lower its prices to 1GPA at the same time by written notice.

D. Non-Exclusive Contract - Any contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of 1GPA members. 1GPA and its membership reserve the right to obtain like goods and services from other sources.

E. Lead Agency - A Lead Agency is a well-established and well respected government agency who facilitates the competitive bidding process by being a part of the process from start to finish. The Lead Agency also provides Board Approval for the award of contracts resulting from each Solicitation. The Lead Agency for this RFP is Mary C. O’Brien – Pinal County ESA.

2. Contract Interpretation A. Application of Law - The law of Arizona applies to this Contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona School District Procurement Code, Arizona Revised Statutes (A.R.S.) 15-213, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 7, Chapter 2, Articles 10 and 11.

B. 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.

C. Relationship of Parties – Vendors receiving contracts under this solicitation are independent contractors. Neither party to this contract, nor any Member, shall be deemed to be the employee or agent of the other party to the contract.

D. Severability - The provisions of this Contract are severable to the extent that any provision or application held to be invalid shall not affect any other provision or application of the Contract.

E. No Parol 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.

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

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3. Contract Administration and Operation A. Records - Under A.R.S. § 41-2548, the Contractor shall retain and shall contractually require each Subcontractor to retain all data and other records (“records”) relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract.

B. Audit - At reasonable times 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 1GPA or Member and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract.

C. Inspection and Testing. The Contractor agrees to permit access to its facilities, Subcontractor facilities and the Contractor’s processes for producing the materials, at reasonable time for inspection of the materials and services covered under this Contract. 1GPA or its Members shall also have the right to test at its own cost the materials to be supplied under this Contract. Neither inspection at the Contractor’s facilities nor testing shall constitute final acceptance of the materials. If 1GPA or Member determines non-compliance of the materials, the Contractor shall be responsible for the payment of all costs incurred by 1GPA or Member for testing and inspection.

D. Notices - Notices to the Contractor required by this Contract shall be made by 1GPA to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to 1GPA 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 notices shall be given by written notice and an Amendment to the Contract shall not be necessary.

E. Advertising and Promotion of Contract - Offeror shall not advertise or publish information concerning this solicitation prior to an award being announced by 1GPA. After award, contractor(s) may advertise the availability of products and services to Members. Any promotional marketing materials using the 1GPA logo must be approved by 1GPA in advance.

4. Payments A. Billings – Contractor shall invoice Member after delivery of goods and/or services. All invoices shall list the applicable Member purchase order and 1GPA contract number. Contractor will invoice Member directly.

B. Payment – Payment terms are Net thirty (30) from receipt of Contractor’s invoice

C. Progress Payments - 1GPA will permit Members to make progress payments under the following conditions: 1. Member and Contractor agree to the terms of the progress payments prior to issuing a purchase order 2. Purchase order describes the amounts or percentages and the dates or frequency of payments 3. Payments are made in full compliance with Member’s local governing entity rules

D. Tax Indemnification - Contractor and all Subcontractors shall pay all federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all Subcontractors to hold the Member harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation.

E. IRS W-9 - In order to receive payment under any resulting Contract, Contractor shall have a current I.R.S. W-9 Form on file with each Member.

F. Availability of Funds for the Next Fiscal Year - Funds may not presently be available for performance under this Contract beyond the current fiscal year. No legal liability on the part of the Member for any payment that

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may arise under this Contract beyond the current fiscal year until funds are made available for performance of the Contract. It is the responsibility of the Member to make reasonable efforts to secure such funds.

5. Contract Changes A. Amendments - The Contract may be modified only through a Contract Amendment within the scope of the Contract signed by the Procurement Officer. Changes to the Contract, including the addition of work or materials, the revision of payment terms, or the substitution of work or materials, directed by an unauthorized employee or made unilaterally by the Contractor are violations or the Contract and or applicable law. Such changes, including unauthorized written Contract Amendments, shall be void and without effect, and the Contractor shall not be entitled to any claim and this Contract based on those changes.

B. Subcontracts - The Contractor shall not enter into any Subcontract under this Contract without the advance written approval of the 1GPA member. The Subcontract shall incorporate by reference the terms and conditions of this Contract.

C. Assignment and Delegation - Contractor shall not assign any right or interest nor delegate any duty under this Contract without the prior written approval of 1GPA. 1GPA shall not unreasonably withhold approval.

D. Novation - If contractor sells or transfers all assets or the entire portion of the assets used to perform this contract, a successor in interest must guarantee to perform all obligations under this contract. 1GPA reserves the right to accept or reject any new party. A simple change of name agreement will not change the contractual obligations of contractor.

E. Contract Placed on Hold - 1GPA shall have the ability to place a contract on hold, if it is deemed necessary to address ongoing problems with an awarded contract. Details of the decision to place the contract on hold shall be provided in a written deficiency notice. A reasonable amount of time shall be provided to contractor to address issues in the written deficiency notice.

6. Risk and Liability A. Risk of Loss - Contractor shall bear all loss of conforming material covered under this Contract until received by authorized personnel at the location designated in the purchase order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for nonconforming materials shall remain with the Contractor regardless of receipt.

B. General Indemnification - To the extent permitted by law, 1GPA and its Members shall be indemnified and held harmless by the Contractor for its vicarious liability as result of entering into this Contract. Each party to this Contract is responsible for its own negligence.

C. Indemnification - Patent and Copyright - To the extent permitted by law, Contractor shall indemnify and hold harmless 1GPA and its Members against any liability, including costs and expenses, for infringement of any patent, trademark, or copyright arising out of Contract performance or use by 1GPA or Member of materials furnished or work performed under this Contract. 1GPA or Member shall reasonably notify the Contractor of any claim for which it may be liable under this paragraph.

D. Force Majeure

1. Except for payment of sums due, neither party shall be liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes acts of God; acts of the public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood; lockouts; injections-intervention-acts; or failures or refusals to act by government authority; and other

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similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence.

2. Force Majeure shall not include the following occurrences:

a. Late delivery of equipment or materials caused by congestion at a manufacturer’s plant or elsewhere, or an oversold condition of the market; or b. Late performance by a Subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition; or c. Inability of either the Contractor or any Subcontractor to acquire or maintain any required insurance, bonds, licenses, or permits.

3. If either party is delayed at any time in the progress of the work by force majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practicable and no later than the following working day, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be delivered or mailed certified-return receipt, and shall make a specific reference to this article, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by Contract Amendment for a period of time equal to the time that results or effects of such delay prevent the delayed party from performing in accordance with this Contract.

4. Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent that such delay or failure is caused by force majeure.

7. Warranties A. Liens - The Contractor warrants that the materials supplied under this Contract are free of liens.

B. Quality - Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants that, for one year after acceptance by 1GPA Member of the materials or services, they shall be:

1. Of a quality to pass without objection in the trade under the Contract description;

2. Fit for the intended purposes for which the materials or services are used;

3. Within the variations permitted by the Contract and are of even kind, quality, and quality within each unit and among all units;

4. Adequately contained, packaged and marked as the Contract may require; and

5. Conform to the written promises or affirmations of fact made by the Contractor.

C. Fitness - Contractor warrants that any material or service supplied to 1GPA or its Members shall fully conform to all requirements of the contract and all representations of the Contractor, and shall be fit for all purposes and uses required by the Contract.

D. Inspection/Testing - The warranties set forth in in this section are not affected by inspection or testing of, or payment for the materials or services by 1GPA Members.

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E. Compliance with Applicable Laws - The materials and services supplied under this Contract shall comply with all applicable federal, state and local laws, and the Contractor shall maintain all applicable licenses and permits.

F. Survival of Rights and Obligations after Contract Expiration or Termination

1. Contractor’s Representations and Warranties. All representations and warranties made by the Contractor under this Contract shall survive the expiration of termination hereof. In addition, the parties hereto acknowledge that pursuant to A.R.S. § 12-510, except as provided in A.R.S. § 12-529, 1GPA and its Members are not subject to or barred by any limitations of actions prescribed in A.R.S. Title 12, Chapter 5.

2. Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the Contract, fully perform and shall be obligated to comply with all purchase orders received by the Contractor prior to the expiration or termination hereof, unless otherwise directed in writing by the Procurement Officer, including, without limitation, all purchase orders received prior to but not fully performed and satisfied at the expiration or termination of this Contract.

8. Contractual Remedies A. Right to Assurance - If 1GPA in good faith has reason to believe that the Contractor does not intend to, or is unable to perform or continue performing under this Contract, 1GPA may demand in writing that the Contractor give a written assurance of intent or ability to perform. Failure by the Contractor to provide written assurance within the number of days specified in the demand may, at 1GPA’s option, be the basis for terminating the Contract under the Uniform General Terms and Conditions.

B. Nonconforming Tender - Materials supplied under this Contract shall fully comply with the Contract. The delivery of materials or a portion of the materials in an installment that do not fully comply constitutes a breach of Contract. On delivery of nonconforming materials, 1GPA or its Member may terminate the Contract for default under applicable termination clauses in the Contract, exercise any of its remedies under the Uniform Commercial Code, or pursue any other right or remedy available to it.

C. Right of Offset - 1GPA and its Members shall be entitled to offset against any sums due the Contractor, any expenses or costs incurred or damages assessed by 1GPA or its Members concerning the Contractor’s nonconforming performance or failure to perform the Contract, including expenses, costs and damages described in the Uniform General Terms and Conditions.

9. Contract Termination A. Cancellation for Conflict of Interest - Pursuant to A.R.S. 38-511 1GPA may cancel this Contract within three (3) years after Contract execution without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of 1GPA is, or becomes at any time while the Contract or an extension the Contract is in effect, an employee of or a consultant to any other party to this Contract with respect to the subject matter of the Contract. The cancellation shall be effective when the Contractor receives written notice of the cancellation unless the notice specifies a later time.

B. Gratuities - 1GPA may terminate this Contract if it is determined that gratuities were offered or given by the Contractor or a representative of the Contractor to any officer or employee of 1GPA for the purpose of influencing the outcome of the procurement or securing the Contract, an Amendment to the Contract, or favorable treatment concerning the Contract, including the making of any determination or decision about Contract performance.

C. Suspension or Debarment - 1GPA may, by written notice to the Contractor, immediately terminate this Contract if 1GPA determines that the Contractor has been disbarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a Subcontractor of any public procurement unit or other governmental body.

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D. Termination for Convenience - 1GPA reserves the right to terminate the Contract, in whole or in part at any time, when in the best interests of its Members without penalty recourse. The Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed, and materials accepted before the effective date of the termination.

E. Cancellation for Non-Performance or Contractor Deficiency – 1GPA may terminate any contract if Members have not used the contract, or if purchase volume is determined to be “low volume” in any 12-month period. 1GPA reserves the right to cancel the whole or any part of this contract due to failure by contractor to carry out any obligation, term or condition of the contract. 1GPA may issue a written deficiency notice to contractor for acting or failing to act in any of the following:

1. Providing material that does not meet the specifications of the contract; 2. Providing work and/or material that was not awarded under the contract; 3. Failing to adequately perform the services set forth in the scope of work and specifications; 4. Failing to complete required work or furnish required materials/product within a reasonable amount of time; 5. Failing to make progress in performance of the contract and/or giving 1GPA reason to believe that the contractor will not or cannot perform the requirements of the contract; and or 6. Performing work or providing services under the contract prior to receiving a 1GPA reviewed purchase order for such work.

Upon receipt of a written deficiency notice, contractor shall have ten (10) days to provide a satisfactory response to 1GPA. Failure to adequately address all issues of concern may result in contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by contractor under the contract shall become the property of the Member on demand.

F. Contractor Cancellation: Contractor may cancel this contract at any time upon thirty (30) days prior written notice to 1GPA or on the yearly anniversary of the contract. Termination shall have no effect on projects in progress at the time the notice of cancellation is received by 1GPA.

G. Continuation of Performance through Termination - The Contractor shall continue to perform, in accordance with the requirements of the Contract, up to the date of termination, as directed in the termination notice.

10. Contract Claims All Contract claims and controversies under this Contract shall be resolved according to A.R.S. Title 15-213 and rules adopted thereunder.

11. Federal and State Requirement A. Compliance with Federal and State Requirements – Contractor agrees, when working on any federally assisted projects with more than $2,000 in labor costs, to comply with the Contrat Work hours and Safety Standards Act, the Davis-Bacon Act, and Copland Anti-Kickback Act, the Housing and Urban Development Act of 1968, and the Equal Opportunity Employment requirements of Executive Order 11246 as amended by Executive Order 11375.

B. Offshore Performance - Due to security and identity protection concerns, direct services under any subsequent contract shall be performed within the borders of the United States. Any services that are described in the specifications or scope of work that directly serve the school district(s) or charter school(s) or its clients and may involve access to secure or sensitive data or personal client data or development or modification of software for the State shall be performed within the borders of the United States. Unless specifically stated otherwise in the specifications, this definition does not apply to indirect or "overhead" services, redundant back-up services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers.

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C. Contractor's Employment Eligibility - By entering the contract, Contractor warrants compliance with ARS § 41-4401, ARS § 23-214, the Federal Immigration and Nationality Act (FINA), and all other federal immigration laws and regulations. 1GPA or Member may request verification of compliance from any Contractor or subcontractor performing work under this Contract. 1GPA or Member reserves the right to confirm compliance in accordance with the applicable laws. Should 1GPA or Member suspect or find that the Contractor or any of its subcontractors are not in compliance, 1GPA or Member may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default and suspension, and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor.

D. Davis-Bacon – For Federally funded projects subject to the Davis-Bacon Act, the Member shall specify the applicable Davis-Bacon wage decision, prior to the contractor providing a firm price quotation for the proposed project. The wage decision shall be identified by the WD Number, modification number, and date of the wage decision.

E. Fingerprint and Background Checks - In accordance with ARS § 15-512(H), a contractor, subcontractor or vendor any employee of a contractor, subcontractor or vendor who is contracted to provide services on a regular basis at an individual school may be required to obtain a valid fingerprint clearance card pursuant to Title 41, Chapter 12, Article 3.1. An exception to this requirement may be made as authorized in Governing Board policy.

F. Terrorism Country Divestments - Per ARS § 35-392, the District is prohibited from purchasing from a company that is in violation of the Export Administration Act.

G. Registered Sex Offender Restrictions - For work to be performed at schools, contractor agrees that no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the Member’s discretion. Contractor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge.

H. Affordable Care Act - Vendor understands and agrees that it shall be solely responsible for compliance with the Patient Protection and Affordable Care Act, Public Law 111-148 and the Health Care Education Reconciliation Act, Public Law 111-152 (collectively the Affordable Care Act “ACA”). Contractor shall bear sole responsibility for providing health care benefits for its employees who provide services to the District as required by state or federal law.

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1. TERM OF CONTRACT: It is 1GPA’s intent to award a multi-term contract. The initial term of the resultant contract shall start on date of contract award and shall continue for a period of one (1) year thereafter.

2. OPTION TO EXTEND: 1GPA reserves the right to unilaterally extend the period of any resultant contract month to month beyond the stated expiration date if that is determined to be in the best interests of Members. In addition, by mutual written agreement, any resultant contract may be extended for a supplemental period up to a maximum of forty- eight (48) months in twelve (12) month increments.

3. RENEWAL OF CONTRACT: Conditions for renewal of the contract shall include, but are not limited to: contract usage, satisfactory performance of services during the preceding contract term, ability to continue to provide satisfactory services, continued adherence to the contract requirements, and continued competitive prices for the materials and services provided under the contract.

4. CONTRACT TYPE: The term contract shall be a percent of discount off manufacturer’s price list or catalog, or fixed price, or a combination of both with indefinite quantities.

5. FORM OF CONTRACT: The form of contract for this solicitation shall be the Request for Proposal, the awarded proposal(s) and best and final offer(s), and properly issued purchase orders incorporating each member’s specific policies and P.O. terms and conditions referencing the requirements of the Request for Proposals. If a firm submitting an offer requires 1GPA and/or Member to sign an additional agreement, a copy of the proposed agreement must be included with the proposal.

6. VENDOR CONTRACT DOCUMENTS: 1GPA will review proposed vendor contract documents. Vendor’s contract document shall not become part 1GPA’s contract with vendor unless and until an authorized representative of 1GPA reviews and approves it.

7. OFFER ACCEPTANCE PERIOD: In order to allow for an adequate evaluation, the District requires an offer in response to this solicitation to be valid and irrevocable for ninety (90) days after the opening time and date.

8. PROPOSAL OPENING: Proposals shall be opened on the date and time, and at the place designated on the cover page of this document, unless amended in writing by 1GPA. The name of each offeror shall be read at this time. All offers and any modifications and other information received in response to the Request for Proposals shall be shown only to authorized 1GPA personnel having a legitimate interest in the evaluation. After contract award, the proposals and evaluation document shall be open for public inspection.

9. TIME STAMP FOR BIDS/PROPOSALS: Bids/proposals will be time stamped when received. They will be accepted up to but no later than the time indicated in the Invitation For Bid (IFB) or Request For Proposal (RFP). All bids/proposals received after the time stated in the IFB or RFP will not be considered and will be returned to the bidder unopened. The bidder assumes the risk of any delay in the U.S. Mail or in the handling of the mail by employees of 1GPA. Whether sent by mail or by means of personal delivery, the bidder assumes responsibility for having his bid/proposal deposited on time at the place specified.

10. RESPONSE FORMAT: All proposal responses are to be in the same form as this Request for Proposal. Address each requirement in the same order as has been requested.

11. AWARD: Award(s) will be made to the responsive and responsible offeror(s) whose proposal(s) is (are) determined in

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writing to be most advantageous to 1GPA for its Members based on the factors set forth in the request for proposals. No other factors or criteria may be used in the evaluation. The procurement file shall contain the basis on which the award is made.

12. DISCUSSIONS: After the initial receipt of proposals, 1GPA reserves the option to conduct discussions with those offerors who submit proposals determined by 1GPA to be reasonably susceptible of being selected for award. Discussions may be conducted to assure full understanding of the proposal in order to obtain the most advantageous contract for 1GPA Members.

13. BEST AND FINAL OFFERS: If discussions are conducted pursuant to R7-2-1047, the District shall issue a written request for Best and Final offers. If offerors do not submit a notice of withdrawal or a Best and Final offer, the immediate previous offer will be construed as the Best and Final offer.

14. MULTIPLE AWARDS: 1GPA has a large number and variety of potential using districts and agencies at locations throughout the United States and abroad. In order to assure that any ensuing contracts will allow 1GPA to fulfill current and future requirements; 1GPA reserves the right to award contracts to multiple vendors. Such decision will be based upon consideration for Members’ experience with existing products and systems, brand continuity for parts replacement and future expansion, contractor’s ability to provide for a large diverse Membership, geographic areas served. The actual use of any contract will be at the sole discretion of 1GPA members. Offeror should consider the fact that 1GPA may award multiple contracts in preparing their response. The fact that 1GPA may make multiple contracts, award only one contract, or to make no awards rests solely with 1GPA.

15. ADINISTRATION FEE: 1GPA’s .00995 administration fee shall be included in offeror’s net price. Contractor shall not add the administration fee to approved contract prices. 1GPA will invoice the Vendor on a monthly basis for the administrative participation fee. The invoice will be based on total sales made through the 1GPA contract with the Vendor. Invoices will be issued at the time a Purchase Order is received by 1GPA. Invoices are due and payable upon receipt.

16. PRICING: Contract pricing must be based upon: 1) Fixed discount(s) off published price list(s) or catalog(s) 2) Firm fixed price 3) A combination of the above

17. DISCOUNTS: Discount offers must clearly identify percent of discount to apply to contract. If multiple discounts apply, offeror shall clearly indicate the discounts and applicable materials or services. There will be no reduction in discount(s) during the term of contract.

18. PRICE ADJUSTMENT FOR DISCOUNT PRICING: Revised Published Price Lists may be used as a means of price adjustment. Revised pricing(s) will not become effective until revised lists(s) are submitted under cover letter identifying the applicable RFP and Contract Agreement number. Vendor cover letter and pricing lists(s) must be dated, signed and submitted to the cognizant buyer, 1910 W. Washington Street, Phoenix, AZ 85009. Contractor must hold the price list(s) firm for the first 12 months of the contract and may request to increase the List Price on an annual basis.

19. PRICE ADJUSTMENT FOR FIXED PRICING: 1GPA may review a fully documented request for a price increase only after the contract has been in effect for one (1) year. A price increase adjustment shall only be considered at the time of a contract extension and shall be a factor in the extension review process. 1GPA shall determine whether the requested price increase or an alternate option is in the best interest of the Members. Price increases, if any, shall not exceed the Federal CPI.

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20. PRICE REDUCTION: A price reduction adjustment may be offered at any time during the term of a contract and shall become effective upon notice.

21. QUANTITIES: 1GPA estimates considerable activity resulting from this award. Based on historical data from previous contracts as well as member surveys, 1GPA estimates usage of this contract to $10 Million annually.

1GPA makes no guarantee or commitment of any kind concerning quantities that will actually be purchased. 1GPA makes no guarantee or commitment of any kind regarding usage of any contracts resulting from this solicitation.

22. SHIPPING TERMS: Prices shall be F.O.B. Destination to Member. Contractor shall retain title and control of all goods until they are delivered and the contract of coverage has been completed. All risk of transportation and all related charges shall be the responsibility of the contractor. All claims for visible or concealed damage shall be filed by the contractor. Member will notify the contractor promptly of any damaged goods and shall assist the contractor in arranging for inspection.

23. BRAND NAMES: Any manufacturer’s names, trade names, brand names or catalog numbers used in the specifications are for the purpose of describing and/or establishing the quality, design and performance required. Any such reference is not intended to limit or restrict an offer by any vendor but is only enumerated in order to advise potential offerors of the requirements of 1GPA. Any offer which proposes like quality, design or performance will be considered.

24. DEMONSTRATIONS: 1GPA may require demonstrations of the product(s) offered. The Evaluation Committee shall conduct demonstrations on a date determined by the Committee.

25. RESPONSIBILITY OF OFFERORS: 1GPA will consider the following factors in determining if an offeror is responsible: A. The proposed contractor’s financial, material, personal and other resources, including subcontractors. B. The proposed contractor’s record of performance and integrity. C. Whether the proposed contractor is qualified legally to contract with the public entity. D. Whether the proposed contractor supplied all necessary information concerning its responsibility. E. Complaints on file. F. Prior litigation history.

26. LICENSES: Contractor shall maintain in current status all federal, state and local licenses and permits required by the operation of the business conducted by the contractor.

27. WARRANTY: Each offer must include a complete and exclusive statement of the product warranty.

28. BILLINGS: All billing notices shall identify the specific item(s) being billed. Items are to be identified by name, model/serial number as most applicable. Any purchase/delivery order issued will refer to the contract number resulting from this solicitation.

29. INSURANCE: Offeror agrees to maintain such insurance as will fully protect Offeror and 1GPA Member from any and all claims under any workers’ compensation statute or unemployment compensation laws, and from any and all other claims of any kind or nature for damage to property or personal injury, including death, made by anyone, that may arise from work or other activities carried on, under, or facilitated by this Agreement, either by Offeror, its employees, or by anyone directly or indirectly engaged or employed by Offeror. Offeror agrees to maintain such automobile liability insurance as will fully protect Offeror and the District for bodily injury and property damage claims arising out of the ownership, maintenance or use of owned, hired or non-owned vehicles used by Offeror or its employees, while providing services to the District.

1GPA C14-38 Page 20 of 30 SPECIAL TERMS AND CONTIONS

Successful Offeror will be required to provide proof of and maintain comprehensive general liability insurance with a limit of not less than $1,000,000 per occurrence and $2,000,000 aggregate coverage with a deductible of not more than $5,000 and naming 1GPA Member as an additional insured party.

Successful Offeror will be required to submit proof of and maintain Worker’s Compensation and Employer’s Liability Insurance as required by law.

30. EMPLOYEE IDENTIFICATION: All employees must check in at the front office of each Member site. The employee must have an identification badge at all times in clear view, with picture ID and name of firm. In addition, the employee shirt must have the company name on it. Failure to have any of these items will result with the employee being escorted off property.

1GPA C14-38 Page 21 of 30 SCOPE OF WORK

1. PURPOSE The purpose of this Request for Proposal (“RFP”) is to solicit qualified project management consultant firms to assist members in managing any and all construction and building improvement projects deemed appropriate by 1GPA members

To effectively implement the various projects, the members may elect to seek assistance from a qualified project management firm. The District may retain various professional consultants, such as architects and engineers to carry out the design phase of the project. The Design Professionals and Project Management Firm shall work in a cooperative manner to value engineer the project. The Project Management Firm shall emphasize sound fiscal procedures and an interactive communication network to ensure the rapid evaluation and completion of construction project at competitive prices.

2. SCOPE OF SERVICES: The Project Management Firm shall perform project management, technical, analytical, and support service as required for the development and implementation of various projects throughout the contract term. The Project Management Firm shall prepare and execute approaches, methods, technology, and staffing, for effective and efficient completion of each project. These basic services shall include, but are not limited to:

2.1 Design consultant and construction contract management

2.2 Develop and implement quality control, cost control, schedule control, risk management, and safety management plans for each project

2.3 Provide pre-design, pre-construction administration

2.4 Provide assistance in the preparation of RFPs, IFBs and RFQs, as needed, and as permitted by the member and Arizona Procurement Code

2.5 Recommend design consultant services when appropriate

2.6 Review design documents, constructability reviews and recommendations, code compliance verification, alternative methods, to achieve a balance of quality and cost for the project at each design phase. The Firm shall familiarize themselves and understand the members’ standards and ensure adherence to such at all design and construction phases

2.7 Reconcile vendor deliverables and invoices

2.8 Conduct project meetings

2.9 Provide on-site inspections

2.10 Coordinate construction site walk-throughs with District personnel at each project milestone or construction phase to ensure that the District’s intent of the design is implemented.

2.11 Perform comprehensive visits and field reports stating contractor progress, safety report, and construction staffing report. A copy of these reports shall be included in the project close out documents

2.12 Attend weekly contractor meetings

2.13 Gather and review all close out documents for accuracy and attend final project inspections and sign-off

1GPA C14-38 Page 22 of 30 SCOPE OF WORK

2.14 Provide interactive communication system for achieving optimum coordination among the various participants in the project including members, member selected architects and engineers, and contractors.

2.15 Estimate all project related costs including, but not limited to, administrative, legal, construction, construction related consultant fees, testing, environmental, fixtures, equipment and relocation costs.

2.16 Review design documents at project milestones and provide accurate cost estimates for construction, analysis and comparison with design consultant’s estimates.

2.17 Facilitate resolutions of any issues, at any time throughout each project.

2.18 Provide analysis of building systems, equipment and materials and/or the entire project for appropriateness, initial cost, life cycle cost, projected maintenance and operation costs, safety and risk analysis.

2.19 Provide analysis of claims for additional services and cost made against the member by design consultants and/or contractors as well as claims the member may have against parties involved with the projects.

2.20 Provide analysis of the cost of the owner controlled insurance versus the contractor’s estimated cost of providing insurance to determine the most efficient and economical means of insuring these projects. Project manager shall verify that all contractors have the necessary insurance coverage.

NOTE: THE SCOPE OF SERVICES DESCRIBED ABOVE MAY NOT REPRESENT ALL ELEMENTS THAT MAY BE REQUIRED. RESPONDENTS ARE ENCOURAGED TO IDENTIFY SUCH OTHER SERVICES AND INCLUDE THEM AS PART OF THEIR PROPOSAL.

1GPA C14-38 Page 23 of 30 EVALUATION CRITERIA

1. EVALUATION CRITERIA: Representatives of 1GPA will evaluate the proposals and rank them from the one most likely to the one least likely to meet the needs of the District and satisfy the requirements of the RFP. The District may call for interviews to clarify information received in the proposal. In addition to interviews, or if the proposals are very closely ranked, 1GPA reserves the option to enter into discussion on pricing and/or other portions of the proposal, and may request Best and Final offers if it is determined to be in 1GPA and its members best interest. However, offering firms are cautioned that 1GPA may proceed with an award on the basis of information received in the original proposal and subsequent interviews (if held) without calling for additional discussions or Best and Final offers.

Evaluation of the proposal will be based on the following criteria. Specific weighting shall be used. The following criteria are listed in order of greatest importance:

1.1 Experience/Expertise of Offeror – Previous experience of the firm in general as well as that of the individuals assigned in performing similar projects.

1.2 Method of Approach – The overall method of approach in performing specified services shall be evaluated.

1.3 Cost – Cost of services shall be considered.

1.4 Responsiveness – Overall responsiveness of the proposal in clearly stating and understanding the scope of work, and providing the required information at time of RFP submittal. The ability of the firm to accept the terms and conditions of this solicitation that will become the governing document of this contract will be considered.

2. Proposal Format: One (1) original and seven (7) copies of each proposal should be submitted on the forms and in the format specified in the RFP. The original copy of the proposal should be clearly labeled “original.” The material should be in sequence and related to the RFP. 1GPA will not provide any reimbursement for the cost of developing or presenting proposals in response to this RFP. Failure to include the requested information may have a negative impact on the evaluation of the offeror’s proposal. The proposal should include at least the following information:

2.1 Tab 1 General Information

2.1.1. Provide a signed letter of interest, stating the firm’s interest and qualifications in providing these services, a brief history of the firm, length of time performing specified services, location of offices and the legal form of firm.

2.1.2. Provide a statement signed by the authorized individual indicating the full and complete understanding of the requirements and scope of work detailed within the RFP and the ability of the firm to comply with all terms, requirements, and conditions of resultant contract.

2.2 Tab 2 Experience

2.2.1. Offeror shall provide a detailed section on previous accounts served based on the services specified. Information shall include type of services performed, account name, phone number, and dates of service. A minimum of five references shall be submitted.

2.2.2. Offeror shall provide detailed information on the key personnel who will render professional services and oversee any resultant contract with 1GPA and its members. This will include resumes of key individuals, current certifications, experience and background of individuals.

1GPA C14-38 Page 24 of 30 EVALUATION CRITERIA

2.2.3. Provide information on the resources of the firm – (i.e. architects, engineers, programmers, schedulers, construction managers, project managers, cost engineers, etc)

2.2.4 Please explain if the applicant firm, or any of its affiliate firms, in the past five years:

2.2.4.1 had a contract terminated?

2.2.4.2 been given a final unsatisfactory performance rating on a specific project?

2.2.4.3 had liquidated damages assessed against it in connection with a contract?

2.2.4.4 engaged in any litigation with regard to any contract?

2.2.5 Please explain if there are currently any administrative, civil or criminal matters pending in any federal, state or local government jurisdiction in which the applicant firm or its principals or key personnel are involved.

2.2.6 Provide a letter from your firm’s financial institution indicating confidence in your firm’s stability and payment history. Offerors may submit audited annual financial reports in lieu of letters from the firm’s financial institution. Any financial information included here will be kept confidential, unless it is in the form of an audited annual report available to the general public.

2.3 Tab 3 Method of Approach

The offeror should present a proposed method of satisfying the requirements of the Scope of Work as specified herein on a point-by-point basis. The method of approach should include a written narrative to demonstrate the offeror’s ability to satisfy the Scope of Work, taking into consideration any additional services or expertise offered that exceeds the requirements of the RFP. The language of the written narrative should be straightforward and limited to facts, solutions to problems, and plans of proposed action.

2.4 Tab 4 Cost

2.4.1 Provide a hourly rate to include 1GPA admin fee for each type of consultant offered. Include overtime, weekend and holiday costs.

2.4.2 Provide Travel costs

2.4.3 Provide a cost matrix showing a percentage of construction cost at various dollar volumes for the different disciplines offered.

2.5 Tab 5 Responsiveness

2.5.1. Overall responsiveness of the proposal in clearly stating and understanding the scope of work, and in providing all information required at proposal opening date.

2.5.2. Offerors shall complete and return the attached Offer and Acceptance Form on page ?

2.5.3. Offerors shall complete and return the Non-Collusion Affidavit form

2.5.4. Provide a sample Certificate of Insurance form similar to the sample on page ?

1GPA C14-38 Page 25 of 30 EVALUATION CRITERIA

2.6 Tab 6 Miscellaneous

2.6.1. Offerors shall provide any additional information or services that will improve their overall offer

1GPA C14-38 Page 26 of 30 CONTACT INFORMATION

1. Processing Information: Provide company Contact information for the following:

Sales Reports / Accounts Payable Contact Person:

Name:

Title:

Company:

Address:

City: State: Zip:

Phone: Email:

Purchase Orders Contact Person:

Name:

Title:

Company:

Address:

City: State: Zip:

Phone: Email:

Sales and Marketing Contact Person:

Name:

Title:

Company:

Address:

City: State: Zip:

Phone: Email:

1GPA C14-38 Page 27 of 30 ANTITRUST CERTIFICATION STATEMENT

Texas Government Code §2155.005

I affirm under penalty of perjury of the laws of the State of Texas that:

1. I am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below. 2. In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15. 3. In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; and 4. Neither I nor any representative of the company has directly or indirectly communicated any of the contents of this bid to a competitor of the company or any other company, corporation, firm, partnership, or individual engaged in the same line of business as the company listed.

Vendor Name (Please Type or Print)

Address

Phone Fax

Email Website

Name of Person Submitting Bid

Signature Date

Position with Company

1GPA C14-38 Page 28 of 30 NON-COLLUSION AFFIDAVIT

Non-Collusion Affidavit State of )

) ss.

County of )

, affiant, (Print Name of Person Authorized to Sign Offer)

the (Position Title) of (Company Name)

The persons, corporation, or company who makes that accompanying Proposal, having first been duly sworn, deposes and says:

That such proposal is genuine and not sham or collusive, nor made in the interest of, or behalf of, any persons not herein named, and that the Offeror has not directly or indirectly induced or solicited any other Offeror to put in a sham proposal, or any other person, firm, or corporation to refrain from offering, and that the Offeror has not in any manner by collusion to secure for itself an advantage over any other Offeror.

(Signature of Person Authorized to Sign Offer)

(Title)

Subscribed and sworn to before me

This day of 20

Signature of Notary Public in and for the

State of

County of

1GPA C14-38 Page 29 of 30

AFFIX TO THE FRONT OF YOUR BID CONTAINER

Proposal Identification Form

SEALED PROPOSAL

Submitted By:

Company Name:

Address:

City, State, Zip:

Proposal Name RFP # Due Date/Time

1GPA

Attn: Purchasing

1910 W. Washington St.

Phoenix, AZ. 85009

AFFIX TO THE FRONT OF YOUR BID CONTAINER

1GPA C14-38 Page 30 of 30

Project Management– RFP # C14-42; Question & Answer

1. Q- Page 8 of the proposal, Uniform Instructions to Offerors, part 4 defines a different submittal package content than pg. 24, Evaluation Criteria, part 2. Please help reconcile the apparent conflict.

A- Sealed Envelope or Package - Each Offer shall be submitted to the location identified in this Solicitation, in a sealed envelope or package that identifies its contents as an Offer and the Solicitation number to which it responds. The appropriate Solicitation number should be plainly marked on the outside of the envelope or package. Offeror shall submit proposal in a 3 Ring Binder, clearly labeled with the name of offeror. Offeror shall include 1 Original, 2 Copies and 2 Thumbdrive (electronic copies) of the proposal.

2. Q- There is not point values assigned to pg. 24, Evaluation Criteria, part 1. Is this correct? Prior proposal C14-39 provided point values for the various proposal sections. A- Point values are not mandatory. The criteria is listed in order of importance. The highest of importance is placed at the top of the criteria list. 3. Q- Please confirm how many copies of the proposal are desired. Page 8 & page 24 conflict each other. A- See Answer #1 4. Q- The last part of Tab 5, which reads 2.5.4. Provide a sample Certificate of Insurance form similar to the sample on page? We cannot find the referenced sample form. A- Provide a standard sample of Certificate of Insurance. 5. Q- There are several references to “District” in the Scope of Work section. Are the 1GPA members covered under this RFP to only be school districts or are other types of public entities included? A- Any type of public entity is able to utilize the end resulting contract. 6. Q- (Scope of Work, page 23 of 30) – 2.14, Reference is made to provide an “interactive communication system”. Is this referring to Project Management software? Please provide examples of “interactive communication systems” for clarification. A- We are looking for a description of how your firm will communicate and interact with all parties involved in a particular project to ensure that all communication is available to all. 7. Q- (Evaluation Criteria, page 24 of 30) – 1, At the end of this section it indicates “Specific weighting shall be used.” Is there a “point” weighting for each Criteria category that is available to those submitting a proposal? A- See answer to #2 8. Q- (Antitrust Certification Statement, Page 28 of 30) – The statement references Texas laws. Should this form be included in submittals? A- Yes, however this document is only required if your company does business within the State of Texas. If your company does not do business within the State of Texas then you can disregard.

ABACUS

1Government Procurement Alliance (1GPA)

Project Number: Request for Proposal C14-42

Title of the Project: Project Management Services

Name and Address of the Firm: Abacus Project Management, Inc. 3030 North Central Avenue, Suite 1207 Phoenix, Arizona 85012

Phone/Fax of the Firm: P 602.265.6870 / F 602.274.0027

Primary Contact: Rick Carr, Senior Project Manager

Email Address of the Contact: [email protected] Copy

3030 N. Central Avenue Suite 1207 Phoenix, AZ 85012 ABACUS Ph: 602.265.6870 Fax: 602.274.0027 www.abacuspm.com License #ROC 102819 B #ROC 091022 B-01

May 27, 2014

Christy Knorr 1Government Procurement Alliance (1GPA) 1910 West Washington Street Phoenix, Arizona 85009

RE: Request for Proposals C14-42 Project Management Services

Dear Ms. Knorr and Members of the Selection Committee:

Abacus Project Management, Inc. (Abacus) would like to sincerely and enthusiastically express our interest in providing Project Management Services to 1GPA Members. Abacus is a Phoenix-based company that currently offers / provides Agency Program, Project and Construction Management (PM/CM) services to a variety of educational and governmental clients throughout Arizona, and Texas. We have the ability to offer the added value of a national contract to assist 1GPA members in locations which we are currently licensed as well as additional locations in which we become licensed in the future. We tailor our services to conveniently meet our clients’ needs from small to large scale from our regional offices in Arizona, California, and Texas. We are pleased to submit our qualifications for your consideration. Abacus offers the following strengths to your members:

Specialists in Client Advocacy through Program/Project/Construction Management Services – For over 23-years, Abacus has provided PM/CM and advisory consultant services to K-12, higher education and governmental clients throughout Arizona, California and the western United States. Abacus’ services include assistance with managing Stakeholders, establishing project scope, schedule & budget, managing the design and construction phases, construction inspection, quality control monitoring, assisting with delivery of FF&E, move-in coordination, commissioning and close-out.

Experienced Personnel – Rick Carr, Senior Project Manager and dedicated Account Representative for 1GPA Members, has purposely spent his career serving K-12 and municipal clients as an Architect and Senior Project Manager. Rick will be supported directly by Jeff Turner, co-founder of Abacus with over 30 years of knowledge in the innate inner workings of Construction Management, Development, and Construction. Adam Brill, Rick’s Project Director, is a LEED AP educated in both Architecture and Program Management with over 23 years of educational project experience. Our technical bench under Rick includes Senior Cost Estimator Larry Brown responsible for estimating projects with a combined construction value over $3.5 Billion. With this team and the additional staff resources outlined in our proposal, we have the depth of expertise to satisfy the cost and management needs of your members’ projects.

Relevant K-12 Education Experience – Our team has extensive experience on all types of K-12 education projects. This experience includes overseeing new construction and renovation projects for Tolleson Elementary School District, Higley Unified School District, Ft. Huachuca Accommodation School District, Madison Elementary School District, Globe Unified School District, Apache Junction Union High School District, Agua Fria Union High School District, Yavapai Accommodation School District, Casa Grande Elementary School District and many others.

Competitive Rates / Exemplary Service – Our fee is comparable, if not better in value and economy, to our competition. We understand the fiduciary needs of the markets 1GPA serves as demonstrated by our record in the public sector. Our references will attest, Abacus provides exemplary customer service at a price clearly understood upfront and at the maximum value for the dollars spent.

We are grateful for your time and consideration and look forward to your notification in regards to our proposal.

Sincerely, Abacus Project Management, Inc.

Adam Brill, LEED AP Director ABACUS

Table of Contents

1Government Procurement Alliance (1GPA) Request for Proposal - C14-42 Project Management Services

Cover Letter / Letter of Interest

Tab 1 General Information 1

Tab 2 Experience 3 Services Proposed 3 Previous Experience 4 References 26 Proposed Staff / Resumes 27

Tab 3 Method of Approach 45

Tab 4 Cost 55

Tab 5 Responsiveness 57

Tab 6 Miscellaneous 59

Appendix Audited Financial Statements Completed Offer and Acceptance Form Completed Non-Collusion Affidavit Contact Info Form Proof of Insurance Acknowledged Addendum Antitrust Certification Statement

1Government Procurement Alliance (1GPA) TOC RFP 14-42 Project Management Services ABACUS

Table of Contents

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1Government Procurement Alliance (1GPA) TOC RFP 14-42 Project Management Services ABACUS

General Information

Mission Provide a signed letter of interest, stating the firm’s interest and To foster long-term qualifications in providing these services, a brief history of the firm, relationships with Clients by length of time performing specified services, location of offices and the providing professional project legal form of firm. and construction management consulting services. To that Letter of Interest end, we will deliver projects for Please reference our cover letter (signed letter of interest) stating our interest our Clients nationwide that and qualifications to provide project management services. exceed industry standards in terms of cost, quality and time. Brief History Abacus Project Management, Inc. was founded in 1990 as a professional Legal Name management company to provide a comprehensive range of services within the Abacus Project Management, project/construction management profession to meet the needs of owners and Inc. real estate developers nationwide and to successfully accomplish their project goals. Abacus has in-depth experience managing all types of projects within the Year Established 1990 private and public sectors. Various projects include; educational facilities, libraries, theaters, civic centers, athletic complexes, airports, industrial, Form of Organization manufacturing, medical, infrastructure, multi-family residential, office buildings C Corporation (low-, mid- and high-rise) and commercial developments. In 2010 Abacus was acquired by a subsidiary of Abengoa. Abengoa is a Spanish company that Federal ID 86-0671247 employs over 28,000 individuals throughout the world and generates over $9 Billion in annual revenue. Abengoa is involved with development, engineering State Contractor Licenses and construction of sustainable projects worldwide. 102819 B (AZ) 091022 B-01 (AZ) Length of Time Offering Specified Services 679385 (CA) Over 23 years. Abacus has provided program / project and construction management services (including cost estimating) since inception in 1990. Offices Phoenix Location of Offices Newport Beach Abacus Project Management, Inc. office locations include: Oceanside Phoenix, Arizona Newport Beach, California Principals Oceanside, California Riverside, California Jeff Turner (AZ) San Diego, California Austin, Texas (registered as an LLC in Russell Thompson (CA) TX)

Professional Services Additionally, our parent company (Abeinsa / Abengoa) have office locations . Program Management worldwide. Offices in the United States include: . Project Management San Francisco, California Victorville, California . Construction Management Lakewood, Colorado Madison, Illinois . Cost Management Mount Vernon, Indiana Colwich, Kansas . Time Management Hugoton, Kansas Chesterfield, Missouri . Project/Contract Ravenna, Nebraska York, Nebraska Administration Portales, New Mexico Harlingen, Texas . Quality Management Houston, Texas Washington, DC . Claims Analysis/Litigation Support Legal Form Arizona C-Corporation

1Government Procurement Alliance (1GPA) 1 RFP C14-42 Project Management Services

ABACUS

E x p e r i e n c e

Offeror shall provide a detailed section on previous accounts served based on the services specified. Information shall include type of services performed, account name, phone number, and dates of service. A minimum of five references shall be submitted.

Services Proposed Abacus has extensive program / project and construction management experience for a wide variety of clients and building types. We are fully capable of providing comprehensive project management services as outlined in the Request for Qualification’s Scope of Work Section.

Previous Experience The following pages highlight some of Abacus’ previous experience with education, institutional and public agency clients. Additional experience can be provided upon request.

1Government Procurement Alliance (1GPA) 3 RFP C14-42 Project Management Services ABACUS

E x p e r i e n c e

Location Tolleson Elementary School District Summer 2013 Construction Program Tolleson, Arizona Abacus holds an on-call contract with Tolleson Elementary School District No. 17 to provide Construction Project Management Consulting Services. Abacus was awarded a task order under the on-call contract to complete several Bond, Value Capital Override, Adjacent Ways, and School Facilities Board funded projects. $950,000 The projects included multi-purpose classroom remodeling; selective sound proofing; selective privacy, security and access control improvements; selective Completion parent and bus drop off / pick up improvements, playground equipment; shade 2013 canopies and structures; evaporative cooling replacement; interior painting and selective carpet replacement. The District utilized the summer break to undertake the program of projects and improvements. As the District’s Agency Client Construction Manager, Abacus managed multiple vendors across multiple Tolleson Elementary School campuses. Additionally, we managed the scope, schedule and budget for these District projects to insure proper coordination and completion as expeditiously and economically as possible during the summer break. Architect EMC2 Architects Group, PC

Contractor Jokake Construction Co. CORE Construction

Project Manager Abacus Project Management, Inc.

1Government Procurement Alliance (1GPA) 4 RFP C14-42 Project Management Services ABACUS

E x p e r i e n c e

Location Tolleson Elementary School District Playfield Renovations Tolleson, Arizona and Abacus provided project / construction management support services to Tolleson Phoenix, Arizona Elementary School District for Play Field Renovations at P.H. Gonzales and Sheely Farms Elementary Schools. The District delivered the projects via Design-Build Contract. Projects included demolition of existing play field areas; new play Value fields designed and constructed to meet minimum School Facilities Board $1,850,000 Adequacy Guidelines; corrections to existing drainage; new sod & irrigation system; associated concrete sidewalks, walking paths, drinking fountains, Completion selective chain-link fencing, and shade structures; selective upgrades or September 2013 replacement to existing field lights; exercise stations; field storage; and restrooms. The playfield at P.H. Gonzales School will be jointly used with the City of Tolleson. Client Tolleson Elementary School District

Architect Valley Rain Construction Corporation

Contractor Valley Rain Construction Corporation

Program Manager Abacus Project Management, Inc.

1Government Procurement Alliance (1GPA) 5 RFP C14-42 Project Management Services ABACUS

E x p e r i e n c e

Location Higley Unified School District Bond Program: Abacus provided program/ Gilbert, Arizona project and construction management services on several projects accomplished as part of the District’s $24M Bond Program. The Program included a new elementary campus (Centennial Elementary), an Addition / Renovation Project at Value (total Program) Chaparral Elementary, Higley High School Campus Renovation Project, a new $24,000,000 Transportation / Bus Maintenance Facility and a new Warehouse.

Centennial Elementary School: The school is a Pre-Kindergarten through Completion eighth grade facility. The 110,000 square foot facility serves approximately August 2009 1200 students. ($13.5M)

Higley High School Revitalization: The project included a new 11,386 square Client foot Athletic Field House; new sand courts; contoured grass Higley Unified School District amphitheater with concrete performance platform, shade structures, terraced grass seating, landscaping; a new 180-space parking lot; ROTC / band practice field; other miscellaneous sidewalk and landscaping improvements. ($7M) Architects Multiple Chaparral Elementary Addition & Renovation: The single-story addition consisted of approximately 16,175 square feet and included 14 classrooms and restroom facilities. The addition is attached to an existing building and includes Contractors finishes to match the existing building. Minor landscaping, fencing and Multiple sidewalks were completed as well. $1.8M

Transportation Maintenance Facility: Transportation garages, a fueling Program Manager station, bus wash, bus and employee parking as well as maintenance shops. Abacus Project ($4.6M) Management, Inc. District Office Renovation Project: Build-out of approximately 6,975 square feet of shell space into office and administrative areas. The project also included minor remodel of existing administrative areas and the addition of two restrooms. ($285K)

1Government Procurement Alliance (1GPA) 6 RFP C14-42 Project Management Services ABACUS

E x p e r i e n c e

Location Higley Unified School District Centennial Elementary School Gilbert, Arizona Abacus was engaged by Higley Unified School District to provide project management consulting services on their new Centennial Elementary School. The school is a Pre-Kindergarten through eighth grade facility located within the Value Power Ranch Master Planned Community. The 110,000 square foot facility $13,500,000 serves approximately 1200 students. The District chose to utilize the CM@Risk delivery method and incorporated "Sustainable" design practices. Abacus also Completion consulted with the District on several other projects including a new August 2009 Transportation / Bus Maintenance Facility and a new Warehouse. All work was accomplished as part of the District’s $24M Bond Program.

Client

Higley Unified School District

Architect Gilleland Brubaker Architects

Contractor DL Withers Construction

Program Manager Abacus Project Management, Inc.

1Government Procurement Alliance (1GPA) 7 RFP C14-42 Project Management Services ABACUS

E x p e r i e n c e

Location Ft. Huachuca, Arizona

Value $8,500,000

Completion June 2006

Client Ft. Huachuca Accommodation School District Ft. Huachuca Accommodation District General Myer Elementary Architect School Durrant Architects Abacus provided project management services for this new 57,200 square foot, 450-student elementary school to replace the ageing General Myer School. Work included demolition of the existing facility, new site development and new Contractor construction work. Abacus’ involvement began with the pre-construction phase Lloyd Construction and continued through project close-out. We provided life cycle cost analysis; provided weekly construction observations and reporting; and chaired the Project Manager weekly construction progress meetings for the District. Abacus Project

Management, Inc.

1Government Procurement Alliance (1GPA) 8 RFP C14-42 Project Management Services ABACUS

E x p e r i e n c e

Location Phoenix, Arizona

Value $36,000,000

Completion July 2004

Client Deer Valley Unified School District Deer Valley Unified School District Boulder Creek High School Abacus joined forces with W.E. O’Neil Construction to serve as the Construction Manager At-Risk team for Deer Valley’s Boulder Creek High School. The Architect campus consists of 8 major building components, totaling 299,935 square feet. DLR Group The high school campus was also enhanced with a joint-use County / School library. The school includes a Performing Arts Complex with a 497-seat main Construction Manager at house and 100-seat mini auditorium. Athletic facility components include a main Risk: gymnasium with seating for 1,464, an adjacent practice gym which seats 604, a W.E. O’Neil Construction / full football stadium with bleacher seating and lights for night games. Additional Abacus Project Management athletic support facilities include a full running track, main and practice / /soccer fields, and courts.

1Government Procurement Alliance (1GPA) 9 RFP C14-42 Project Management Services ABACUS

E x p e r i e n c e

Location Maricopa, Gila & Pinal Counties, Arizona

Value $1,200,000,000 Overall Program $97,713,350 Packages G&N

Completion Arizona School Facilities Board Deficiency Correction Program 2004 Abacus was selected as one of several Project Management Consultant firms to assist the School Facilities Board in the management of the design and Client construction of a Statewide construction program involving additions and Arizona Schools Facilities renovations to over 1,200 school buildings with a combined value of $1.2B. The Board Package G & N assignments included 580 projects at 132 schools within 20 school districts throughout the greater Phoenix area.

Architect Package G: Alhambra Elementary School District; Apache Junction Unified Multiple Architects School District; Balsz Elementary School District; Cartwright Elementary School District; Fountain Hills Unified School District; Globe Unified School District; Madison Elementary School District; Maricopa County Regional School District; Contractors Miami Unified School District; Murphy Elementary School District; Osborn Multiple Contractors Elementary School District; Paradise Valley Unified School District; Queen Creek Unified School District; Riverside Unified School District; San Carlos Unified Program Manager School District; Superior Unified School District; Wilson Elementary School Abacus Project District Management, Inc. Package N: Mesa Unified School District

1Government Procurement Alliance (1GPA) 10 RFP C14-42 Project Management Services ABACUS

E x p e r i e n c e

Location San Carlos Unified School District Bond Program San Carlos, Arizona Abacus provided Program Management services to the San Carlos Unified School District for projects within their 2001-2005 Capital Improvement Program. Funding sources for the CIP includes Capital Override, Bonds, SFB Value Building Renewal, Federal Grant and Impact Aid. Completed projects include a $28,000,000 new vocational building, a new Intermediate School, new teacher housing, renovations/additions at the high school, a new Little League baseball facility, Completion renovation of various historic classroom buildings and numerous upgrades 2005 throughout the District.

Client San Carlos Unified School District

Architect SSPW Architects

Contractors Various

Program Manager Abacus Project Management, Inc.

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Location San Gabriel Unified School District, Multiple Projects San Gabriel, California Abacus served as project manager on multiple projects for the San Gabriel Unified School District. The projects include both new construction and renovation work, Value and much of the work was been completed while classes were in full session. $75,000,000 Scope of services include a full range of project management activities from pre- construction reviews, estimating and scheduling through daily, on-site oversight to Size project close-out and quality assurance administration. The projects included:

12,000 square feet Gabrielino High School The project included the construction of the new Gabrielino High School, which Completion replaced the existing campus. The new construction consisted of a 164,000 2005 square foot facility on an existing 14-acre site. The project replaced existing buildings with new facilities, including a new theater, gymnasium, classroom Client buildings, and tennis courts, as well as associated site work. San Gabriel Unified School District Jefferson Middle School The project included the construction of the new Jefferson Middle School, which Architect replaced the existing middle school campus. The new construction provided Thomas Blurock Architects three modular classroom buildings, five access towers, two elevators, an 18,000 square foot gymnasium, a football field, track, two baseball fields, and extensive and elaborate underground site utility replacement. Project Manager Abacus Project Roosevelt Elementary School Management, Inc. The Roosevelt Elementary School project consisted of a new two-story classroom building, new multi-purpose building, remodel of three existing classroom buildings and site improvements at an existing elementary school site.

McKinley Elementary School The McKinley Elementary School project included the construction of a new two -story classroom building, new library building and site improvements at an existing elementary school site.

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Location San Gabriel Unified School District Jefferson Middle School & San Gabriel, California Washington Elementary School Abacus was selected by the San Gabriel School Board to provide construction management services on projects at two of their schools, Washington Value Elementary School and Jefferson Middle School. $10,400,000 Jefferson Middle School Completion Abacus provided construction management services during construction of a September 2013 new fitness center and a sports field.

Washington Elementary School Client Abacus also provided construction management services during construction of San Gabriel Unified a new library and a kindergarten building; remodel of the administration School District building; reconstruction of the parking lot; and site utility works such as communications and fire alarms upgrades. Construction Manager Abacus Project Management, Inc.

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Location Rio Rico, Arizona

Value $8,517,463 (Calabasas) $5,000,000 (Pena Blanca)

Completion Santa Cruz Valley Unified School District December 2003

Calabasas Middle School Client Abacus established the budget and maintained control of the overall budget Santa Cruz Valley Unified throughout the construction of this project. This new 78,282 square foot School District Middle School for Santa Cruz Valley Unified School District included classroom space, administrative space, a gymnasium, auditorium, athletic facilities, entry roads and parking. The project, funded by the Arizona School Facilities Board, Architect was completed using the Design/Build methodology due to time, space and Arquitectura budget constraints.

Contractor Pena Blanca Elementary School Modular Technology Abacus provided project management services to the district on this new elementary school funded by the Arizona School Facilities Board. The campus included a gymnasium, auditorium, classroom space, administrative space, multi Program Manager -purpose rooms, athletic facilities and parking lot totaling 40,950 square feet. Abacus Project This project was completed utilizing the Design/Build delivery method due to Management, Inc. time, space and budget constraints.

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Location Tempe Union High School District Bond Program Tempe, Arizona Abacus provided Program Management services for the Tempe Union High School District from 1997 to 2001, utilizing funds from the 1994 and 1998 bond programs. The combined bond programs total $120.0M and provided for Value additions/renovations to existing facilities, and major site improvements at five $120,000,000 of the District’s six existing campuses. Also inclusive was the construction of a new 43,000 square foot high school campus focusing on alternative education, Completion special education and teenage pregnancy program. 2001 Abacus managed the architectural/engineering selection process, assembling a 6 -firm architectural team and 12-firm multi-discipline engineering team to Client provide architectural/engineering design services throughout the District for the Tempe Union High School term of the bond program. In addition to consultant selection, Abacus was also District responsible for: schedule and budget management, cost estimating, coordination of design and construction phase activities by the architects and Architect general contractors, development of phasing schedules with sequential move- Multiple outs and move-ins, and regular reporting to site and district administration. During construction, Abacus Project Managers oversaw in excess of 20 contractors and 8 district proprietary vendors simultaneously, to allow for Contractor completion of all bond projects within a very aggressive three-year schedule. Multiple Design and construction activities were delivered in phases, to maintain occupancy and the educational process throughout the program term. Program Manager Abacus Project Management, Inc.

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Location San Juan Capistrano, California

Value $48,000,000

Size 92,962 square feet

Completion Work in progress St. Margaret’s Episcopal School, Program Abacus is serving as Program/Project Manager for the $48 million renovation/ Client addition of this private school in South County. The building program includes a St. Margaret’s Math and Science Center, Church administration building, high school building Episcopal School renovations; new Performing Arts Center, new Middle School, Church building renovation classrooms, fountain courtyard and a parking lot renovation. Architect Bastien & Associates

Program Manager Abacus Project Management, Inc.

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Location Gilbert, Arizona

Value (preliminary) $31,000,000 (construction) $44,000,000 (project)

Completion Town of Gilbert St. Xavier University Facility Summer 2015 Abacus is serving as the Town of Gilbert’s project management firm on this new 4-story, 87,000 square foot facility which will house St. Xavier University’s Client Nursing, Education and Business programs. The program calls for a combination Town of Gilbert of administrative space, classroom space (Smart Classrooms), simulation lab space, study space and general use facilities. Roof top terrace, parking and other site amenities will be incorporated into the overall building program and Architect will include sustainable building elements to lower long term maintenance and SmithGroupJJR operation costs.

Contractor Services include assistance in defining project scope, schedule and budget; Okland Construction management of the design process; preparation of cost estimates and overall project schedule; design and constructability reviews; assistance with utility coordination; field observations and reporting; monitoring submittal processing; Project Manager coordination of FF&E procurement, delivery and installation; lead and document Abacus Project weekly jobsite meetings and; coordination of close-out and move-in process. Management, Inc.

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Location Chapman University Campus Wide Building Program Orange, CA Multi-million dollar renovation and expansion of the private school’s main campus located in Orange, CA. The program includes over 95 projects which Value have also included master planning, entitlements, land acquisition, and re- Over $750,000,000 zoning activities.

Size 303 West Palm Building • 501 West Palm Psychology Dept. Various 501 Palm Traffic Signal • 501/545 West Palm Courtyard Anatomy Lab (T.I.) • Argyros Forum Expansion Argyros Forum Retail Food Remodel • Argyros Forum (T.I.) Completion Argyros Parking Lot Garage • Beckman Hall (T.I.) Work in Progress Bertea Hall Classroom Remodel • Brandman University (CU College) Campus Art Master Plan • Center for the Arts Client Central Quad • Chapel Acoustical Panel Retrofit Chapman University Chapman University College • Child Care Play Yard at Church Computational Science & Physics • Economic Sciences Institute Entry Arch • Faculty Housing (Almond Site) Concept Architect Filmmaker’s Village • Finley Building Dance Studio Various Global Citizens Plaza (North Quad) • Gold Room Mezzanine Historic Core Classroom Building • Holocaust Library Remodel (T.I.) Program Manager Hutton Gymnasium HVAC Upgrade • Kennedy Hall (4th Floor Expansion) Abacus Project Kennedy Hall (T.I. & Water Intrusion) • Lastinger Athletic Complex & Pool Management, Inc. Lastinger Athletic Field & Parking Structure • Law School Clinics Leatherby Libraries • Marion Knott Studios Film School Master Landscape • Memorial Hall Renovation Memorial Hall Lobby • Millennial Studios (Film School Expansion) Moulton Center Courtyard • New Science Building North Residence Complex (Student Housing) • Oliphant Hall School of Music Panther Alert • Panther Pool Sanhdu Residence & Conference Center • Residential Recreation Area Roosevelt Hall Dean’s Suite/Conference Center • Roosevelt Hall Exterior Renovation Smith Hall Renovation • University College (T.I.) University Parking Analysis • Villa Park Orchards Concept

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Location Flagstaff, Arizona

Value $21,000,000

Completion 2008

Client Northern Arizona University High Country Conference Center Northern Arizona University The High Country Conference Center was built as a public / private economic development initiative in collaboration with NAU, the City of Flagstaff and Drury Architect Inns. The project entailed construction of a 42,000 square foot conference Ayers Saint Gross (conference center and a 3-story, 450-car parking facility located on the north end of the center) campus. The conference center includes the latest state-of-the-art audio-visual JWA (parking facility) technology as well as large and small conference room spaces with operable partitions for flexibility in accommodating a variety of events. A full service kitchen facility serves the food preparation needs of the conference facility Contractor making this a desirable conference location for the marketplace. Ryan Companies US, Inc. In addition to the conference center and the parking facility, the site is home to Construction Manager a 158-room hotel featuring both traditional rooms and suites. The hotel facility Abacus Project is operated by Drury Inns and has meeting room spaces to augment the Management, Inc. conference center. It also houses a fitness center, business center and an indoor pool. The Conference Center and the Hotel are connected by an enclosed pedestrian bridge.

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Location Northern Arizona University Science & Health Building Flagstaff, Arizona Providing cost estimating services for this Northern Arizona University project to support the Chemistry Programs and the Center for Science Teaching and Learning. The new facility will consist of a 118,000 square foot, multi-story Value building and will contain research modules, teaching labs, classroom, lecture $71,300,000 and building support spaces, as well as multi-story atrium space. The project will be delivered as a Construction Manager at Risk (CM@R) project, and is Completion anticipated to achieve LEED Silver certification at a minimum. 2015 (anticipated) Northern Arizona University engaged Abacus to complete a 3rd Party Schematic Design level estimate to help inform the Arizona Board of Regents (ABOR) Client project review and approval process. Northern Arizona University

Architect GLHN / Richard + Bauer Joint Venture

Contractor Mortenson

Cost Estimator Abacus Project Management, Inc.

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Location Northern Arizona University North Campus Athletic & Recreation Flagstaff, Arizona Center The North Campus Athletic & Recreation Center project consists of a new 120,000 square foot center for aquatics and tennis programs which will replace Value the existing 50,000 square foot Wall Aquatic Center. The new building will $47,500,000 contain areas for formal aquatics competition with an olympic size competition pool / diving facilities, and a smaller recreational pool. Also included Completion will be all necessary support space, pool equipment areas, electrical, mechanical To be Determined areas, lockers, training, administration and public spectator seating and viewing (construction start anticipated areas. Additionally the project includes six indoor and six outdoor tennis courts April / May 2014) and a recreation field.

The project will be delivered via a Construction Manager at Risk contract. The Client project is expected to earn LEED Silver certification. Northern Arizona University Abacus provided independent 3rd Party estimates at the Conceptual Design / Architect Project Initiation phase, and at the Guaranteed Maximum Price (GMP) Phase to Sink Combs Dethlefs & NTD help inform the Arizona Board of Regents (ABOR) for the project review and Architecture approval process.

Contractor Haydon Building Corp.

Cost Estimator Abacus Project Management, Inc.

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Top Left - Copper Sky Multigeneration Center; bottom left - Copper Sky Regional Park; Right - City Complex City of Maricopa Capital Improvement Program Location Abacus was engaged by the City of Maricopa to serve as their overall Program Maricopa, Arizona Manager of a multi-year, multi-project Capital Improvement Program valued in

Value excess of $70M. As the Program Manager, Abacus was responsible to provide $70,000,000+ oversight and coordination of budgets, schedules, scope, design and construction for each of the assigned projects. Services included guidance Completion through the consultant qualification process for architectural and contracting March 2014 services; providing day-to-day resources to the City staff; management of budgets; management of schedules; meeting coordination and documentation Client and other miscellaneous support services.

City of Maricopa Initially, Abacus and our multi-disciplined team of sub-consultants developed Design Standards for the Program which now serves as a guideline for all City Architect projects. Upon completion of the Design Standards, several projects moved into - City Hall Complex - Gensler the design phase. This included the new City Hall Complex; Copper Sky - Multigeneration Community Multigeneration Center and Swim Facility; and Copper Sky Regional Park Center - Architekton - Regional Park - J2 Engineering & The City Hall Complex, delivered via CM at-Risk, is a 45,000 square foot, multi- Environmental Design story City Hall which provides space for all City administrative functions and departments and includes a 2,700 square foot Council Chambers. The complex Contractor also includes an 11,000 square foot Police Station. - City Hall Complex - Okland - Multigeneration Community The Copper Sky Multigeneration Center, also utilized a CM at-Risk contract, Center - CORE Construction includes a senior center; multi-purpose/mini banquet room; classrooms/offices; - Regional Park - Haydon Building an indoor gym; youth activity room; and a climbing wall. Multiple outdoor Corp. swimming pools with lap lanes and water splash features are also included.

Program Manager The Copper Sky Regional Park utilized a Design/Build delivery method. Abacus Project Amenities include a skate park; volleyball / basketball / tennis courts; Management, Inc. amphitheater; lighted ball fields; dog park; lake; walking paths and picnic area. This project developed 100-acres of the 140-acre park site which includes a solution for regional flood control.

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Location Chandler, Arizona

Value $48,040,000 (Construction) $65,000,000 (Project)

Completion City of Chandler New City Hall, Council Chambers & Parking Garage October 2010 The Chandler City Hall is located on an 8-acre site in Chandler’s downtown core. It provides a total of 120,000 square feet housed in a 5-story office building, a new Council Chambers and a series of one-story buildings. A 400- Client car multi-level parking garage and extensive site development offer the final City of Chandler components to achieve the campus setting desired by the City. The project received LEED Gold Certification and was chosen by the American Institute of Architect Architects (AIA) Committee on the Environment in 2012 as one of the top ten SmithGroup green projects. The site is master-planned to accommodate a proposed new 25,000 square foot museum. Departments and personnel that relocated to the new facilities include; Mayor & Council, Council Chambers, City Manager, Contractor Neighborhood Resources, City Clerk, City Attorney, CAPA Video Production, Sundt Construction Economic Development, Human Resources, Management Services, Downtown Real Estate. Construction value was $48 million. Project Manager Abacus Project Abacus served as the Agency Project Manager assisting the City through design Management, Inc. and construction of this landmark facility. This included budgeting, scheduling, team coordination and on-site staff throughout the course of construction. Abacus also coordinated and led the transition and move-in process for over 200 employees.

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Location Scottsdale, Arizona

Value $28,000,000

Completion To Be Determined

Client Salt River Pima-Maricopa Indian Community

Architect Salt River Pima-Maricopa Indian Community Youth Services Facility Bollinger Consulting The facility will consist of; teen area, technology rooms, game rooms, after- Architects, Inc. school program, multi-purpose community rooms, kitchen, locker areas, fitness center, aerobics, homework/library, administrative offices, indoor running track, Contractor 3 indoor basketball courts, indoor pool with slide, lazy river, lap lanes and water To Be Determined feature. Exterior improvements include an outdoor splash pad, tot lot, baseball field, playfields, skate park, and related parking lots, landscaping and retention areas. Project Manager

Abacus Project SRP-MIC engaged Abacus as their Agency Project Management Consultant to Management, Inc. assist them through the Pre-Construction Phase. Services include cost estimating, design review / constructability reviews and meeting attendance at key design phase coordination meetings.

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Location Yuma, Arizona

Value $27,500,000

Completion May 2013

Client General Services Administration (GSA)-Region 9 John M. Roll U.S. Federal Courthouse Design/Builder Abacus was selected to provide Construction Management Services for the new Architect - Ehrlich John M. Roll U.S. Federal Courthouse in Yuma, Arizona. The facility is 56,800 Contractor - Sundt square feet with two courtrooms, two judges’ chambers and jury facilities providing space for the US Magistrate Court; Bankruptcy Court; Probation Office; Pre-trial Services; District Court and Marshall Services. The project was Construction Manager designed and constructed to meet LEED Gold Certification and was completed Abacus Project using the Design / Build method of construction. The site’s prominent location Management, Inc. near Yuma’s historic Main Street and the Yuma National Heritage Area motivated the designers to incorporate an outdoor civic space within the building’s design. A “front porch” for the public was created through an expansive photovoltaic canopy. The PV canopy system will provide an estimated 26,000 annual Kwh, and will provide a shaded oasis for the employees and visitors of the facility. The project was honored with a design excellence award from the Design-Build Institute of America’s Western Pacific Region.

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References Associated Projects / Staff Jim Serbin, Executive Director of Business Services Tolleson Elementary School District Tolleson ESD Summer 2013 Program 9261 W. Van Buren Tolleson ESD District Playfied Renovations Tolleson, AZ 85353 Staff: Rick Carr Phone: 623-533-3930

Fred Stone, Superintendent (Retired) Higley Unified School District Higley USD Bond Program Phone: 602-361-8157 (cell) Higley USD Centennial Elementary School Email: [email protected] Staff: Jeff Turner, Adam Brill, Larry Brown

Ronda Frueauff, Superintendent Ft. Huachuca Accommodation School District Ft. Huachuca ASD General Myer Elem. School PO Box 12954 Staff: Jeff Turner Ft. Huachuca, AZ 85670 Phone: 520-459-8198

Kris Olsen Chapman University All Chapman University Projects One University Drive Staff: Russell Thompson, Brian Hayen Orange, CA 92866 Phone: 714-628-7303

Agnes Drogi, Director of Planning, Design and Construction Northern Arizona University NAU High Country Conference Center PO Box 6016 NAU Science & Health Building Flagstaff, AZ 86011 NAU North Campus Athletic & Recreation Center Phone: 928-607-3957 Staff: Adam Brill, Larry Brown

Edgar Medina, Development Services Town of Gilbert St. Xavier University Facility 90 E. Civic Center Dr. Staff: Rick Carr, Jeff Turner, Adam Brill, Larry Gilbert, AZ 85296 Brown Phone: 480-503-5700

Joshua Plumb City of Maricopa All City of Maricopa Projects 39700 W. Civic Center Plaza Staff: Rick Carr, Adam Brill, Larry Brown Maricopa, AZ 85138 Phone: 520-316-6937

Richard Clore, Police Commander City of Maricopa City of Maricopa City Hall Complex 39700 W. Civic Center Plaza Staff: Rick Carr, Adam Brill, Larry Brown Maricopa, AZ 85138 Phone: 520-316-6861

Steve Pokrzywka, Acting Manager - Construction Management Division Salt River Pima-Maricopa Indian Community SRP-MIC Youth Services Facility 10005 E. Osborn Rd. Staff: Jeff Turner, Adam Brill, Larry Brown Scottsdale, AZ 82256 Phone: 480-362-7744

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Offeror shall provide detailed information on the key personnel who will render professional services and oversee any resultant contract with 1GPA and its members. This will include resumes of key individuals, current certifications, experience and background of individuals.

Abacus anticipates the following key personnel will manage and oversee any resultant contract with 1GPA.

Rick Carr, AIA, LEED AP, Project Manager Rick is a progressive and experienced program / construction manager who is also a licensed architect. He has over 24 years experience producing and managing projects throughout Arizona. His program / construction management and architectural experience and capabilities include pre-design, procurement, programming, studies, scheduling, design phase leadership, public presentations, cost estimating and take off, constructability reviews, bidding, construction administration, project closeout, warranty and post occupancy.

Rick will be 1GPA / 1GPA Members main point of contact for all work assigned Casa Grande Elementary School District Administration Center - through the contract. He will provide necessary project management support naturally lit corridor dissecting and / or assign and manage other Abacus personnel to satisfy the needs of the building 1GPA Members for any task order assignments.

Jeff Turner, Principal As Principal of the firm, Jeff plays a key role in directing our Arizona Rick always made sure Construction Services Division. He has been involved with the development and that“ the District’s needs were construction industry since 1981. Prior to forming Abacus, Jeff progressed listened to and addressed. “ ” through the ranks with a large national construction management firm where he performed as a project estimator, scheduler, project engineer, project “ I believe that Rick has manager and ultimately division manager. In 1990, Jeff co-founded Abacus to a high level of integrity. In offer full-scope program, project and construction management services. Given my opinion, the quality of his knowledge of airports, healthcare, correctional and educational facilities, as work provided was well as municipal buildings and office buildings, his understanding of the outstanding and I would complete development process is invaluable to the many clients he has highly recommend his services represented throughout his career. to any district. “ ” Jeff will be available to provide as-needed support to our team and will provide general guidance and oversight. -Kevin Kelty, Administrative Services Manager Casa Grande Elementary Schools Adam Brill, LEED AP, Director Adam is a LEED® Accredited Professional with experience in architecture as well as project management. Adam understands many facets within the construction industry. His experience in architecture includes construction documentation, field work, feasibility studies, urban design, site planning and schematic design. Adam has experience with project scheduling, budget analysis, contract preparations and negotiations, cost estimating, preparing project reports, specification preparation and coordination, site evaluation and planning, as well as quality control. In addition he oversees and coordinates the efforts of our cost estimating department.

Adam will be available to provide project management support, supplemental staff, and general guidance / oversight of our team for this contract.

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Larry Brown, LEED AP, Senior Cost Estimator Larry has been directly responsible for the management and estimation of more than 300 projects with a combined construction value over $3.7 billion. His experience includes new construction and renovation / addition of both public and private construction projects including, but not limited to; Educational Facilities, Office Buildings, Medical Facilities and Athletic Facilities to name a few. Larry’s project involvement spans through all phases of estimating including; conceptual, programming, schematic, design development and construction documents. His qualifications include the ability to itemize complete structural and architectural takeoffs. Larry is regularly involved in value Deer Valley Unified School District engineering and evaluating various materials and building systems. Boulder Creek High School Larry will be available to provide any necessary detailed cost estimating / reconciliation; change order analysis; and value engineering for 1GPA Members.

Brian Hayen, Senior Cost Estimator Brian has 26+ years of experience in the construction industry with experience in both estimating and project management. Brian has been exclusively engaged for the past 9+ years in providing estimates for a variety of institutional projects. Brian is well versed in directing, coordinating and preparing Program Study & Conceptual through Construction Document level estimates.

Brian will be available to provide support for any requested cost estimating / reconciliation related needs of 1GPA Members.

Arizona School Facilities Board Russell Thompson, Principal New School Project for Miami Russell’s key role is in directing our program / project / construction Unified School District - Charles management operations. He has been involved in the Construction industry for Bejarano Elementary School 26 years and is experienced in general contracting, construction and project management, feasibility studies, claims and litigation support. As a licensed general contractor and experienced project manager, Russell has a comprehensive understanding of the development process.

Russell is one of our firm Principals, Managing Director and Co-Founder of Abacus, stationed in our Newport Beach, California office. He will assist in coordinating personnel for our California market assignments.

Jim Shannon, P.E., Project Director Jim is a Registered Professional Engineer with over 32 years experience working on challenging projects across the United States. He has served as a Sr. Project Manager and Operations Manager working on projects of all sizes and types including; office buildings, dormitories, commercial mixed-use, industrial buildings, medical facilities, federal military base projects, and many others. Jim is very experienced with programming, design, pre-construction, and construction phases of a project.

Jim is the Director who manages our office in Austin, Texas. Jim will assist in coordinating necessary personnel for our Texas market should any assignments in this area arise.

Resumes for our key staff identified are include on the following pages. Note, Abacus has the ability to provide additional support staff as required to meet the needs of 1GPA Members. In addition to in-house staff already on-board, we have a dedicated Human Resources and Recruiting Department to assist in obtaining additional highly qualified staff to meet 1GPA Member needs.

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Rick Carr Senior Project Manager, AIA, LEED AP

Background Rick is a progressive and experienced program / construction manager who is also a licensed architect. He has over 23 years experience producing and managing projects throughout Arizona. His program / construction management and architectural experience and capabilities include pre-design, procurement, programming, studies, scheduling, design phase leadership, public presentations, cost estimating and take off, constructability reviews, bidding, construction administration, project closeout, warranty and post occupancy.

Project Experience Summary Tolleson Elementary School District Play Field Renovations Rick provided project / construction management support services to Tolleson Education Elementary School District for Play Field Renovations at P.H. Gonzales and Sheely Arizona State University Farms Elementary Schools. The District delivered the projects via Design-Build Bachelor of Science - Design Contract. The project included demolition of existing play field areas; new play fields designed and constructed to meet minimum School Facilities Board Adequacy Guidelines; corrections to existing drainage; new sod & irrigation Registrations & Licenses system; associated concrete sidewalks, walking paths, drinking fountains, Licensed Architect - AZ No. selective chain-link fencing, and shade structures; selective upgrades or 28977 replacement to existing field lights. Project value $1.2M.

LEED Accredited Professional Tolleson Elementary School District Bond & Override Projects

Rick was assigned as the Project Manager to oversee several District Bond and Affiliations Override Projects which included multi-purpose classroom remodeling; selective American Institute of sound proofing; selective privacy, security and access control improvements; Architects (AIA), Member playground equipment; shade canopies and structures; evaporative cooling replacement; interior painting and selective carpet replacement. The program of Construction Management projects and improvements covered multiple school sites and the district office. Association of America, As the District’s Agent and Representative, Rick managed the scope, schedule and Member budget for these projects to ensure proper coordination and completion as expeditiously and economically as possible during the summer break. Tolleson Elementary School District - Business Advisory Town of Gilbert Saint Xavier University Board Rick is assigned as the day-to-day Project Manager on this new 4-story, 87,000 square foot facility which will house St. Xavier University’s nursing program. The 24 Years Experience program calls for a combination of administrative space, classroom space (Smart Classrooms), simulation lab space, study space and general use facilities. Parking, retail and lease space will be incorporated into the overall building program and will include sustainable building products to lower long term maintenance and operation costs. Anticipated construction budget $25M.

City of Maricopa City Center Rick was the Project Manager assigned to assist with program management services for the City’s Capital Improvement Program. He was the Project Manager who oversaw the construction phase of the City Center project.

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Rick Carr Project Experience Continued Senior Project Manager City of Maricopa Copper Sky Multigeneration Center AIA, LEED AP Rick was the Project Manager assigned to assist with program management services for the City’s Capital Improvement Program. He was the Project Manager who oversaw the construction phase of this Facility.

City of Maricopa Copper Sky Regional Park Rick was the Project Manager assigned to assist with program management services for the City’s Capital Improvement Program. He was the Project Manager who oversaw the construction of this project.

Experience Prior to Joining Abacus Yavapai Education Center / Aspire Junior Senior High Tolleson Elementary School District Summer 2012 Bond Projects Verde Valley School Districts Facilities Maintenance Study 1891 Pinal County Courthouse Renovation Valley Metro Central Mesa Rail Extnsion Cut & Reface Architectural Reports Valley Metro Operations Control Center Relocation Bridging Documents Yavapai Elementary School, Scottsdale Barry Goldwater High School Modernization Phase I, Phoenix Tolleson High School ROTC Addition & Renovations, Tolleson P.H. Gonzales Elementary School Additions & Renovations, Tucson City of Casa Grande City Hall Building B Remodel Sheely Farms New Gym and Tenant Improvements, Tolleson AZ St. Anthony’s of Padua Catholic Church Addition & New Community Center Julia Randall Elementary Replacement School, Payson, AZ Casa Grande Elementary School District New Administration Facility Casa Grande Elementary School District Cottonwood & Cholla Multipurpose Buildings Wilson Elementary School Library & Multipurpose Classroom Desert Edge High School Phase II (Arizona’s first LEED Silver Certified high school project) Festival Foothills Elementary School - Buckeye, AZ Desert Willow Elementary School - Casa Grande, AZ Villago Middle School - Casa Grande, AZ Sunset Vista K-8 - Glendale, AZ Canyon School - Black Canyon City, AZ Southwest Junior High School - San Luis, AZ Somerton Middle School Additions - Somerton, AZ Desert Sonora Elementary School - Somerton, AZ Camp Verde Elementary School Replacement Fields - Camp Verde, AZ Ed Pastor, Desert View, Cesar Chavez & Arizona Desert Elementary Schools - San Luis, AZ Gadsden Elementary School Replacement - San Luis, AZ Rio Colorado Elementary School Library Addition - San Luis, AZ Burton, Horizon & Sine Elementary School Classroom Additions - Glendale, AZ Sunridge Elementary School Addition - Phoenix, AZ Pro Med Medical Office Building - Yuma, AZ City of Mesa Utilities Building and Warehouse Addition - Mesa, AZ

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Jeff Turner Principal

Background As Principal of the firm, Jeff plays a key role in directing our Arizona Construction Services Division. He has been involved with the development and construction industry since 1981. Prior to forming Abacus, Jeff progressed through the ranks with a large national construction management firm where he performed as a project estimator, scheduler, project engineer, project manager and ultimately division manager. In 1990, Jeff co-founded Abacus to offer full-scope program, project and construction management services. Given his knowledge of airports, health, correctional and educational facilities, as well as municipal buildings and office buildings, his understanding of the complete development process is invaluable to the many clients he has represented throughout his career.

Project Experience Summary Education Higley Unified School District Purdue University Centennial Elementary School BS Construction Management Transportation Maintenance Facility

Registrations & Licenses Arizona School Facilities Board Licensed General Contractor Statewide Deficiency Correction Program Packages G&N ($85.5M) (Arizona B, B1)

Snowflake Unified School District Affiliations Snowflake High School Additions / Renovations / Remodel ($2.8M) Construction Management

Association of America Santa Cruz Valley Unified School District (CMAA) Facility Improvements; Develop District-Wide Preventative Maintenance Program

($8M) Valley of the Sun YMCA

Board Member and Metro Tucson Unified School District Facilities Committee Chair Bond Program ($20M)

Alliance for Construction Amphitheater Unified School District Excellence Bond Program ($28M)

Amphitheater High School ($6M) Support Phoenix Sky Harbor

Airport Coalition Chairman Flagstaff Unified School District 2006 / 2007 Bond Program ($60M)

Administration Center ($2.4M) 34 Years Experience New Elementary School ($6M) Coconino High School ($11.8M)

Flagstaff High School ($7M)

Sinagua High School ($23M)

Camp Verde Unified School District Camp Verde Elementary School ($5.4M)

Deer Valley Unified School District Boulder Creek High School Construction Manager at Risk ($36M) Bond Program ($40M)

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Jeff Turner Project Experience Continued Principal Tempe Union High School District Bond Program ($110M)

McClintock High School Multi-Purpose Building ($3M)

Scottsdale Unified School District 1986 Bond Program ($49.5M)

Arizona State University Bookstore / Memorial Union Expansion ($30M) Capital Improvement Plan Budget Reviews ($100M+) Gammage Auditorium Orchestra Shell Study ($3.5M) Gammage Auditorium Renovation ($2.2M) ICA Building Addition ($8M) Memorial Union Expansion ($4.6M) Music Building Expansion ($10M) Old Main Building Renovation ($3.5M) Physical Science Building Renovation ($2.8M) Tucson School of Social Work Building ($500K) Sundome Renovation ($4M) Technology Center Renovation ($2M) West Campus CLCC Building ($4.7M) West Campus Faculty Administration Building ($5M)

Maricopa Community College District Chandler / Gilbert Campus Performing Arts Center ($5M) Chandler / Gilbert Campus Student Services Building ($2.2M) Paradise Valley Campus Multi-Purpose Building and Central Plant Expansion ($7.6M) Paradise Valley Campus SSS & LRC Additions / Renovations ($3.7M) Scottsdale Campus Math & Business Classroom Building ($3.5M)

Pima Community College District Bond Program - Six Campuses ($125M) West Campus Redevelopment Program ($16.5M) West Campus Master Plan Update ($16.5M)

City of Chandler New City Hall and Parking Garage ($48M)

City of Mesa Greenfield Sportsplex ($4.5M) Main Library Renovation ($2.6M)

Town of Gilbert Saint Xavier University ($32M)

General Services Administration John M. Roll U.S. Courthouse ($27.5M)

PetSmart Corporation Corporate Headquarter Facility and Parking Garage ($50M)

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Adam Brill, Director, LEED AP

Background Adam is a LEED® Accredited Professional with experience in architecture as well as project management. Adam understands many facets within the construction industry. His experience in architecture includes construction documentation, field work, feasibility studies, urban design, site planning and schematic design. Adam has experience with project scheduling, budget analysis, contract preparations and negotiations, cost estimating, preparing project reports, specification preparation and coordination, site evaluation and planning, as well as quality control. In addition he oversees and coordinates the efforts of our cost estimating department.

Project Experience Summary San Carlos Unified School District Capital Improvements, San Carlos, AZ Project Director / Program Manager responsible for the District’s 4-year Capital Override Program. Program included master planning / expenditure planning for Education multiple projects totaling ($30M) University of Detroit Bachelor of Architecture State of Arizona School Facilities Board Murphy Elementary School District (4 schools / $4.3M) Georgetown University, Exec- Apache Junction USD (6 schools / $2.9M) utive Management Program (PMP) Tempe Union High School District, Tempe, Arizona Corona del Sol High School Registrations & Licenses Work included a new classroom wing, locker room, band room and LEED AP multifunctional activity room additions, athletic field improvements/additions including a restroom facility, team rooms, weight rooms, storage rooms, ground Affiliations support building, hardscape/landscape improvements and construction of a Construction Management concessions building. Support facility improvements, site sprinkler upgrades, Association of America reconstruction of affected utilities, landscaping improvements, reconstruction of (CMAA) Arizona Chapter Past parking lots and completion of athletic field sprinkler system and irrigation President booster system.

19 Years Experience Tempe Union High School District, Tempe, Arizona Mountain Pointe High School Mountain Pointe project consisted of a new gym annex with storage facilities, Renovation of existing gym providing additional classrooms, dance rooms and fitness center site sprinkler upgrades, reconstruction and seal coating of parking lots and landscaping improvements

Oracle Elementary School District Mountain Vista Elementary Parking Lot Portable Demolition Gymnasium Floor Repair Site Review

Madison Elementary School District, Phoenix, Arizona Camelview Elementary School Renovations

Higley Unified School District, Higley, AZ Provided design phase Project Management services for Chaparral Elementary Classroom Addition and Higley High School Revitalization projects.

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Adam Brill, Project Experience Continued Director, LEED AP Town of Gilbert Saint Xavier University This new 4-story, 87,000 square foot facility will house St. Xavier University’s nursing program which calls for a combination of administrative space,

classroom space (Smart Classrooms), simulation lab space, study space and general use facilities. Parking, retail and lease space will be incorporated into the overall building program. Adam is the Project Director assigned to oversee and support our project management staff. Anticipated construction budget $25M.

Salt River Pima-Maricopa Indian Community Youth Services Facility Adam is the Project Director assigned as the Community’s Agency Project Manager to assist them through the Pre-Construction Phase of this $24M project. The facility will consist of; Teen Area, technology rooms, game rooms, after-school program, multi-purpose community rooms, kitchen, locker areas, fitness center, aerobics, homework/library, administrative offices, indoor running track, 3 indoor basketball courts, indoor pool with slide, lazy river, lap lanes and water feature. Exterior improvements include an outdoor splash pad, tot lot, baseball field, playfields, skate park, and related parking lots, landscaping and retention areas.

City of Maricopa Capital Improvement Program, Maricopa, AZ Project Director overseeing a multi-disciplined team formed to assist the City with several Capital Improvement Projects. Projects include a new 45,000 square foot City Center, a Multi-Generation Center with Swim Facility and a 100 -acre Regional Park / Sports Complex. Adam guided the City through the consultant qualification process for both architectural and contracting services (one CM at Risk and one Design/Build).

Northern Arizona University Conference Center, Flagstaff, AZ Provided support to the University during the construction and close out phases of this conference center project located in Flagstaff, Arizona. The project entailed construction of a 42,000 square foot conference center and 3-story, 450-car parking facility located on the north end of the campus at the intersection of Milton Road and Butler Avenue. ($21M).

Northern Arizona University Way-Finding and Landscaping, Flagstaff, AZ Provided support to the University during the pre-construction, construction and close out phases of this way-finding / signage and landscape improvement project located in Flagstaff, Arizona. ($4M).

Virginia G. Piper Foundation Office Renovations, Phoenix, AZ Adam provided project management support for this remodel project. The project consisted of new interior partitions, finishes, restroom facilities and plumbing fixtures. The building also received a completely new roofing system and the exterior stucco finish was repaired.

Phelps Dodge Mining Community Improvements, Bagdad, Arizona Provided project management services for several projects to enhance the quality of life in this mining community. Projects included a new pool with an aquatics center, restaurant renovations, a new skate park and a new playground with mine-theme play equipment. ($5M)

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Larry Brown Senior Cost Estimator, LEED AP

Background Larry has served as the Lead Estimator, directly responsible for the management, estimation and completion of more than 300 projects with a combined construction value over $3.7 billion. His experience includes new construction and renovation/addition of both public and private construction projects including, but not limited to; Office Buildings, Office Tenant Improvements, Industrial Buildings, Educational Facilities, Airport Facilities, Native American Housing and Medical Facilities, Private Country Clubs, Athletic Facilities and Parking Structures to name a few. Larry’s project involvement spans through all phases of estimating including; conceptual, programming, schematic, design development and construction documents. His qualifications include the ability to itemize complete structural and architectural takeoffs. His expertise is geared to manage and estimate multiple projects with a wide range of responsibilities. Larry is regularly involved in value engineering and evaluating various materials Education and building systems. Arizona State University - Accounting Project Experience Summary Glendale Community College Educational - Associate Degree Deer Valley Unified School District Boulder Creek High ($36M) Deer Valley Unified School District Renovations at 16 Sites ($1.3M) Registrations & Licenses Fort Huachuca Accommodation School District General Myer Elementary School LEED® Accredited Replacement ($7M) Professional Sundance Elementary School Multipurpose Building & Renovation ($3.0M) Alta Vista Elementary School Remodel ($1.4M) 30 Years Experience Catalina Ventura School Remodel ($5.0M) Roadrunner Elementary School Remodel & Additions ($2.0M) Alhambra Unified School District—Additions & Remodels ($2.0M) Kyrene-Waggoner School Remodel ($0.8M) Cave Creek Unified School District Renovations at 3 Schools ($1.5M) Cotton Boll Elementary School Multipurpose Building & Renovation ($3.15M) Bright Horizons Family Solutions—Tempe Facility ($1.7M) Sunrise Preschool No. 129 ($1.0M) Sunrise Preschool No. 127 ($1.0M) Sunrise Preschool No. 124 ($0.8M) Sunrise Preschool No. 116 ($0.8M) Town of Gilbert Saint Xavier University BioDesign Institute at ASU Arizona State University College Avenue Commons (Block 12 Development) Arizona State University Alameda Warehouse Arizona State University Physical Science F-Wing SESE Multicollector ICP-MS Lab Arizona State University Physical Science F-Wing 3rd Floor Renovations Arizona State University Social Science Backfill Phase II Arizona State University School of Human Evolution & Social Change Renovations Arizona State University Chemistry Laboratory Renovations Arizona State University Psychology Building Upgrades Arizona State University Bateman Physical Sciences B-Wing Renovations Arizona State University SoLS Kutchan-Zenk Research Laboratory Conversion Arizona State University FS66 Laboratory Remodel

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Larry Brown, Project Experience Summary Continued Senior Cost Estimator, Educational Continued LEED AP Arizona State University - East Campus Student Center / Memorial Union Arizona State University Parking Structure No. 7 Northern Arizona University Aquatic Center

Northern Arizona University Science & Health Building Northern Arizona University Building 17 Fire Life Safety / HVAC Repairs Northern Arizona University Capital Assets and Services Building Renovation Northern Arizona University Hotel Restaurant Management (HRM) Renovations Northern Arizona University Liberal Arts Building Renovations Northern Arizona University Way-Finding & Landscaping Northern Arizona University Lab located at Arizona Western College Northern Arizona University Skydome Renovations Central Arizona College Aravaipa Campus Renovations Central Arizona College Signal Peak Campus Renovations Arizona Western College New Science Agriculture Complex Arizona Western College New Child Development Learning Lab Arizona Western College New College Community Center Arizona Western College Science and Chemistry Building Renovations Arizona Western College Student Services Building Renovations Arizona Western College Administration Building Renovations Embry Riddle Aeronautical University Chapel Building Embry Riddle Aeronautical University ROTC Building Maricopa Community College District Guadalupe Center Expansion / Remodel Maricopa Community College District Chandler / Gilbert Community College Student Services Building Maricopa Community College District Chandler / Gilbert Community College Hangar Maricopa Community College District Communiversity at Queen Creek Pima Community College 2005 Capital Outlay Projects Pima Community College E408 and E409 Classroom Renovations University of Arizona Cherry Avenue Garage Expansion University of Arizona Ina A. Gittings Performing Arts Center University of Colorado Foundation Bear Creek Apartments Chapman University Campus Wide Renovations

Governmental City of Maricopa City Center City of Maricopa Copper Sky Multigeneration Center City of Maricopa Copper Sky Regional Park City of Scottsdale Soleri Bridge & Plaza City of Scottsdale Major North Area Access Trailhead City of Scottsdale Civic Center West Entry Modifications City of Scottsdale Arabian Branch Library City of Chandler New City Hall Maricopa County Southwest Justice Courts John M. Roll U.S. Courthouse

Commercial Chrysalis Sunnyslope Shelter Greenfields Assisted Living Facility CVS Caremark Data Center Remodel PetSmart Corporate Office Expansion

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Brian Hayen Senior Cost Estimator

Background Brian has over 25 years of experience in the commercial construction industry with experience in both estimating and project management. His background includes an in depth, all-around perspective having worked as a Project Manager for a General Contractor and Owner’s Representative for a Developer/ Construction Manager as well as experience on various building projects of all sizes. Brian has been exclusively engaged for the past 9+ years in providing estimates for a variety of private and institutional projects. As the Department Manager of Cost Estimating at Abacus, Mr. Hayen’s goal is to provide clients with the most comprehensive detailed information to guarantee customer satisfaction. Brian is well versed in directing, coordinating and preparing Program Study & Conceptual through Construction Document level estimates.

Project Experience Summary Education Educational California State University, St. Margaret’s Episcopal School Performing Arts & Middle School Los Angeles Patrick Henry High School Stadium & Fields Modifications Bachelor of Arts, Economics Cabrillo High School Aquatic Facility with Spectator Seating

Friends Christian High School - New 7 Building Campus University of Illinois, Urbana - Upland High School Aquatic Center Champaign Byrd High School - New High School Campus

Tewinkle Middle School Gymnasium Affiliations Rosemont Elementary School Modernizations Business Development Virgil Middle School Modernizations Association (BDA) Los Angeles Unified School District - New High School #12

Grazide Elementary School Modernizations Greater Phoenix Economic KWIS Elementary School Modernizations Council (GPEC) Palm Elementary School Modernizations

Sunset Elementary School Modernizations Urban Land Institute Temple Elementary School Modernizations

Wedgeworth Elementary School Modernizations United States Green Building Workman Elementary School Modernizations Council (USGBC) Lasselette Middle School Modernizations

Cedarlane Middle School Modernizations Valley Partnership Workman High School Modernizations

Wilson High School Modernizations 26 Years Experience Hacienda Heights School District Instructional Service Center

Hacienda Heights School District, District Office Remodel

Val Verde Unified School District, Citrus High School Modifications

Sacramento City Unified School District John Still Elementary

Rowland Unified School District Nogales, Oswalt & Rowland School

Modernizations Mann Elementary School Modernizations Chapman University Wilson Athletic Field & Lastinger/O’Bryan Aquatics Complex Chapman University Fahmy Attallah, Ph.D. Piazza & The Marion Halfacre Fountain Chapman University Anaconda West Student Residences

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Brian Hayen Project Experience Summary Continued Senior Cost Estimator Educational Continued Chapman University Argyros Forum Administration & Classroom Addition

Chapman University North Residence Hall & Underground Parking California State University, Los Angeles New Corporation Yard California State University, Los Angeles New Public Safety Building California State University, San Marcos New Parking Structure & Administration Building California State University, Fullerton Children’s Center Replacement California State University, Fullerton Student Recreation Center California State University, San Bernardino College of Education California State University, Long Beach Library Renovation & Book Retrieval Building California State University, San Luis Obispo Engineering Classroom Building University of California, Irvine McGaugh Hall Biology Vivarium Expansion University of California, Irvine Science Building University of California, Santa Barbara Kohn Hall Expansion University of California, Santa Barbara Dining Hall Renovation Los Angeles Trade Technical College Sports Building & Gymnasium Mt. San Antonio College Planetarium Renovations Santa Monica Community College New Theatre Arts Facility Whittier College Graham Athletic Center Improvements & Pool Replacement

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Russell Thompson Principal

Background Russell’s key role is in directing our program/project/construction management operations. He has been involved in the Construction industry for twenty-six years. Russell's Construction Services responsibilities include general contracting, construction and project management, feasibility studies, claims and litigation support. As a licensed general contractor and experienced project manager, Russell also has a comprehensive understanding of the entire development process, and has extensive experience.

Abacus Summary Serra Catholic School, Rancho Santa Margarita, CA Construction Management Services for a 2-story middle school building and student activity center “gymnasium”. The middle school building is 65,759 square feet consisting of 4-wings (Wings A, B, C, and D) that are all connected Education at the second floor level by an enclosed pedestrian walkway. The student Northern Arizona University activity center consists of retractable bleachers and backboards. ($25.8M) B.S. Civil Engineering Technology St. Margaret’s Episcopal School, San Juan Capistrano, CA Program/Project/Construction Management of pre-design through occupancy, Registration identification and selection of specialized consultants and complete budget and General Contractor A and B, schedule control. ($48M) The project includes: California, 679385 General Contractor B, Upper School - DeYoung Family Math and Science Center Nevada, 0077074 Pasternack Field House Church Administration Building with Chaplains offices Upper School Administration and Classrooms Affiliations Multiple Parking Lot Renovations - over 1,500 parking spaces Construction Management Sillers Hall (kitchen, dining hall) Association of America Church Sanctuary (CMAA) Performing Arts Center Business Development Church Building with Classrooms and Fountain Courtyard Association (BDA) Ortega Village Center Buildings

United States Green Building Ortega Equestrian Council (USGBC) Pre-School Lower School Classrooms 26 Years Experience Middle School Buildings

Friends Christian High School, Master Program, Yorba Linda, CA Program/Project Manager for the new Friends Christian High School project.

This project is on a 32-acre site that will include approximately 59,000 square feet of new buildings (classrooms, science labs, gymnasium, library, performing arts building and administration building), 25-meter swimming pool, tennis courts, artificial football/sports field and track, natural turf baseball and softball fields along with extensive site development both offsite and on site. The school enrollment size is estimated at 1,200 students. Abacus has provided a CD estimate, value engineering recommendations, Methane Mitigation along with other Construction Management Services. ($50M)

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Russell Thompson, Experience Summary Continued Principal San Gabriel Unified School District, Gabrielino High, San Gabriel, CA Project Management Services for the construction of the new Gabrielino High

School, this replaced the existing campus. The new construction provided a 164,000 square foot facility on an existing 14-acre site. The project replaced existing buildings with new facilities, including new classroom buildings, theatre, gymnasium, and tennis courts, as well as associated site work. Abacus provided Project Management Services for the pre-bid through post construction phases. ($37M)

Chapman University, Master Program, Orange, CA Multi-million dollar renovation and expansion of the private school’s main campus. ($650M+).

Whittier College, Campus Center, Whittier, CA Multi-million dollar renovation and expansion of the private school’s main campus, Campus Center. The project included the overall management of the design and construction of a temporary food service facility, renovation of the existing dining facility and the construction of a new student center, bookstore, conference center and associated spaces. ($12.5M)

Ocean Institute, Dana Point, CA Project Management of the 32,000 square foot expansion of an educational facility dedicated to increasing awareness and understanding of the marine environment, serving primary and secondary schools, through college and post graduate studies. The project included four specialized labs, a bookstore, an auditorium, several specialized exhibits, public art displays, a residential sea lab and office space. ($16.5M)

Ocean Institute, Seaside Learning Center, Dana Point, CA Project Management for planning and design of the floating dock and pier which doubles as a Seaside Learning Center.

Los Angeles Community College District, Los Angeles, CA Construction Management at three separate campuses within the Los Angeles Community College District. ($30M) This program included:

Physical Education Building and Demolition Project Technical Education Facility Auto Technology Facility Condemned Fume Hood Replacement Handicapped Barrier Removal East Los Angeles College Los Angeles City College Los Angeles Trade Technical Colleges

Arizona State University, Tempe, AZ Project Management of the overall management of four ASU buildings. ($10M) This program included:

Music Building Expansion Physical Science Building Renovation Gammage Auditorium Renovation Memorial Union Expansion 1Government Procurement Alliance (1GPA) 40 RFP C14-42 Project Management Services ABACUS

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Jim Shannon Director

Background Jim is a Registered Professional Engineer with over 32 years experience working on challenging projects across the United States. He has served as a Sr. Project Manager and Operations Manager working on projects of all sizes and types including; office buildings, dormitories, commercial mixed-use, industrial buildings, medical facilities, federal military base projects, and many others. Jim is very experienced with programming, design, pre-construction, and construction phases of a project.

Project Experience Summary Building Renovation of Stephen F. Austin State Office Building, Austin, TX, Texas Facilities Commission Senior Project Manager for the renovation of this 11-story office building. The Education project consisted of the abatement of asbestos and the renovation of office University of Pittsburgh space on nine floors of the building. The project was conducted in five phases BS Civil Engineering in order to maintain 80% occupancy in the building. Total contract value was $10,200,000. University of Pittsburgh New Dormitory Construction, Austin, TX, Texas School for the Blind and Master of Business Visually Impaired Administration Jim was the Senior Project Manager for this project. The project consisted of the demolition of two small office buildings, and the construction of five duplex Registrations & Licenses single-story dormitory buildings and a small warehouse building. Registered Professional Engineer in Texas, Colorado, Renovation of the Insurance Annex State Office Building, Austin, TX, Maryland, Pennsylvania and Texas Facilities Commission Virginia Jim was the Senior Project Manager responsible for managing the renovation of this four-story office building. The Insurance Annex Building was intended to 32 Years Experience provide temporary and permanent office space for Texas state agencies. The interior was abated of asbestos and lead-based paint, and partially demolished. The new interior consists of mainly open office space. Executive offices were built on the fourth floor to be used by the Governor's office for visiting agencies and dignitaries. Total contract value was $2,600,000.

New Mixed-Use Project, Houston, TX Principal Project Manager assigned to manage design, pre-construction and permitting of a mixed-use urban infill project in the Midtown area of Houston. The project consisted of the renovation of a 3-story, 60,000 sq. ft. school building into offices and retail, and the construction of a new adjacent 3-level parking garage capped with a 33,000 sq. ft. movie theater. The project value was estimated to be $13,000,000, but the construction was never funded.

New Greenlands Office Building, Concord, NH Senior Project Manager responsible for managing the design and construction of a new 2-story office building with a total contract value of $4,300,000. The project consisted of the abatement and demolition of a 120-year old 2-story wood building and the construction of a new steel-frame and masonry building consisting of 22,200 sq. ft. of office space and support areas. The building was designed and constructed to meet a Leadership in Energy and Environmental Design (LEED®) Gold rating from the U.S. Green Building Council and utilized a closed-loop geothermal well system for heating and cooling. 1Government Procurement Alliance (1GPA) 41 RFP C14-42 Project Management Services ABACUS

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Jim Shannon Project Experience Continued Director New Garrison Station Office Building, Lakewood, CO James served as Senior Project Manager for this project. He managed the design and construction of a new 2-story office building with a total contract value of $5,400,000. The project consisted of the construction of a new steel-frame and masonry building consisting of 35,000 sq. ft. of office space and support areas. The building was designed and constructed to meet a Leadership in Energy and Environmental Design (LEED®) Gold rating from the U.S. Green Building Council.

New Civilian Personnel Office Building, Randolph Air Force Base (AFB), Texas, Air Force Center for Engineering and the Environment (AFCEE) Senior Project Manager assigned to manage the design and construction of a new 2-story administration building, under the Base Realignment and Closure (BRAC) program, with a total contract value of $10,700,000. The project consisted of the abatement and demolition of an existing one-story administration building and the construction of a new steel-frame building consisting of office space, training rooms, briefing rooms, and support areas. The building was designed and constructed to meet a LEED® Gold rating from the U.S. Green Building Council. The project also included a complete FFE package.

Renovation of the Base Fitness Center, Westover Air Reserve Base, Massachusetts, Air Force Center for Engineering and the Environment (AFCEE) Worldwide Environmental Restoration and Construction (WERC) Jim was the Senior Project Manager for this project. Design-build activities included the renovation of 28,000 sq. ft. of existing fitness center space. Demolition work included locker rooms, restrooms, weight rooms, aerobic rooms, and cardiovascular workout rooms. Demolition included the removal of asbestos-containing floor tile, wall systems, and ductwork insulation. Renovations included utility connection upgrades; installing new heating, ventilation, and air conditioning (HVAC) system; masonry re-pointing and repairs; replacing all exterior windows and doors; bringing electrical system up to code; new fire sprinkler and alarm systems; painting; new lighting; installing new suspended ceiling; repairs to racquetball courts; and room partitioning for locker rooms, treadmill room, aerobics room, weight room, laundry facility, and new office space. Total contract value was $5,200,000.

Renovation to Base Dining Facility, Westover Air Reserve Base, Massachusetts, AFCEE WERC Jim served as the Senior Project Manager for this project. Design-build activities included the renovation of an existing 14,000 sq. ft. dining facility. Work included demolition of existing dining area, restrooms, coolers, and existing office space; and removal of asbestos-containing floor tile, wall systems, and ceiling panels. Renovations included HVAC upgrades, masonry repairs, replacing all exterior windows, replacing exterior metal doors, bringing electrical system up to code, installation of new fire sprinkler system, painting existing facility, installing new lighting, installing new suspended ceiling, and new floor finishes. Exterior improvements included new entrance sidewalk and re-grading of loading dock area. Total contract value was $2,200,000.

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Provide information on the resources of the firm - (i.e. architects, engineers, programmers, schedulers, construction managers, project managers, cost engineers, etc.) Architects: 3 (1 registered Architect) Engineers: 2 Programmers: All of our Project Managers are also skilled in programming. Schedulers: All of our Project Managers are also skilled in scheduling. Construction Managers: All of our Project Managers are also Construction Managers; we do not distinguish between Project Managers and Construction Managers. Our profession project management staff provides services during all phases of a project; from inception to occupancy. Project Managers: 20 Cost Engineers: 6

Please explain if the applicant firm or any of its affiliate firms, in the fast five years:

Had a contract terminated? Abacus nor our affiliate firms have had any contracts terminated in the past five years.

Been given a final unsatisfactory performance rating on a specific project? Abacus has not been given a final unsatisfactory performance rating on any specific projects.

Had liquidated damages assessed against it in connection with a contract? Abacus has not had any assessed liquidated damages in connection with any of our contracts.

Engaged in any litigation with regard to any contract? Abacus has not engaged in any litigation with regard to any of our contracts.

Please explain if there are currently any administrative, civil or criminal matters pending in any federal, state or local government jurisdiction in which the applicant firm or its principals or key personnel are involved. Abacus does not currently have any administrative, civil or criminal matters pending in any federal, state or local government jurisdiction in which Abacus principals or key personnel are involved.

Provide a letter from your firm’s financial institution indicating confidence in your firms stability and payment history. Offerors may submit audited annual financial reports in lieu of letters from the firm’s financial institution. Any financial information included here will be kept confidential, unless it is in the form of an audited annual report available to the general public. Audited financial statements are included in the Appendix of this proposal.

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Method of Approach

The offeror should present a proposed method of satisfying the requirements of the Scope of Work as specified herein on a point-by- point basis. The method of approach should include a written narrative to demonstrate the offeror’s ability to satisfy the Scope of Work, taking into consideration any additional services or expertise offered that exceeds the requirements of the RFP. The language of the written narrative should be straightforward and limited to facts, solutions to problems, and plans of proposed action. Agua Fria Union High School District Desert Edge High School Abacus proposes, and our approach is defined, to provide the following services as outlined in the Scope of Work Section. The following descriptions of our approach are intended to provide a description of key services and activities which Abacus is qualified and interested in providing. Richard (Rick Carr) repeatedly“ demonstrated his Design Consultant and Construction Contract Management leadership and teamwork Serving as an extension of our client’s staff, Abacus routinely assists in the capabilities negotiation of services and fees for Design Consultants, CMAR’s, and any other “ ” special consultants who may be required for the project. Once the services and I have always regarded fees are agreed upon, we work with our client to make sure the contracts are “Rick as an advocate for the properly generated and finalized along with all required submittals. Thereafter owner, ensuring the District Abacus works with the client to make sure the monthly invoicing is in received fair value for its accordance with the approved contracts. At the end of the project we make projects sure all requirements have been met before the final payment is made to any of “ ” the contracted parties.

-John F. Schmadeke, Assistant Abacus provides all of the day-to-day leadership required to keep all of the Superintendent, Operations various Consultants (and Stakeholders) aware of the action plan and timeline for Agua Fria Union High School the project. To help facilitate this we would not only issue Project Schedules, District but would also call, conduct and document periodic team meetings to address various Action Items and to encourage good open dialogue to allow for the team to be efficient and productive in how they go about the planning, design and construction of the various projects.

At the end of the project we would make sure all contracts are properly closed out and any final accounting adjustments had occurred. This would apply to not only the contractor, but also the Architect and any other special consultants or project participants.

Develop and Implement Quality Control, Cost Control, Schedule Control, Risk Management and Safety Management Plans for Each Project Quality Control Quality control starts long before construction begins. At the start of the design phase, Abacus will work closely with the project team to establish clear expectations on quality, and develop a system for review and buy-in from project stakeholders. We will also conduct thorough constructability reviews of the construction documents to insure all elements are properly coordinated. During the pre-construction conference we will be reinforcing the expectations of quality established during design. We also promote the need for open communication and the “One-Team, One Goal” concept for the betterment of the project. We will discuss the requirement for pre-installation meetings prior to commencement of major components of the project. The pre-installation

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Method of Approach

meetings are crucial to the communication process, answering all questions / concerns, thus eliminating confusion or misinterpretation prior to commencement of the work. Our quality control methodology is proactive, and Abacus will be on-site regularly inspecting the work as it progresses.

Unacceptable or poor quality work will halt immediately and be corrected without negatively impacting the schedule. Abacus will also closely coordinate and monitor the construction quality assurance (testing) program. We will review test reports provided by an outside testing agency, and keep the architect / engineer and contractor actively involved as well. Any test reports that note deficiencies will be quickly addressed with the project team.

Cost Control We find that one of the biggest culprits of budget problems is “scope creep”. More specifically, we typically find that during the early stages of a project, the City of Maricopa original scope intent is lost resulting in problematic cost increases. The result is City Hall Complex that, at later stages of the design (scope) continues to increase, but the budget remains fixed. To eliminate or minimize this problem, we work closely with our clients and the design team to make sure that the original scope is well defined (i.e. areas are accurate, materials and systems are identified, etc.) and reasonable Abacus has professional costs are budgeted to ensure that the final design can be accomplished within “ employees that are the budget. Our goal is to complete the work within budget and, if possible, dedicated to the success of return funds to our client. your project. “ ” Abacus will work to formulate a total Project Budget for each project “ They insure that the assignment. The budget will identify all costs associated with the project project is on budget and on including Hard Construction costs and Soft Costs such as Architecture, schedule. They are extremely Engineering, Permits, Furniture & Equipment, Contingencies, etc. The “Project responsive to concerns and Budget” is then reviewed with the client. Once the budget has been approved issues that may arise. They by the client, Abacus then manages the project within that budget. Throughout work well with all parties the Design and Construction phases this budget is regularly updated so that at involved in projects such as all times it accurately reflects the current projected costs for a project. During designers, architects and the Design Phase Abacus can prepare detailed construction cost estimates/value construction companies. analysis, if desired, to help ensure that the design team is keeping the cost of They communicate effectively design within the construction budget and efficiently. “ ” Throughout construction Abacus will maintain an accurate account of all I would highly pending and approved costs to the project. At any point in time, the project recommend“ Abacus for team will know the financial status of the project and will prepare reports as project management on any needed. project. They will successfully manage your project from Our record for controlling budget is at the top of industry standards and in many start to finish. cases the projects we manage have unused contingency returned to our clients. “ ” -Jennifer Campbell, Director of Schedule Control Community Services As with the project budget mentioned above, Abacus will work to develop City of Maricopa comprehensive schedules for each project assigned for all phases of the project, from design through bid/award, construction, and close-out. We will clearly show all of the tasks and their respective durations that would be required during both the Design and Construction Phases. It would include critical dates for submitting Contract Awards and Executed Contracts to add to Board

1Government Procurement Alliance (1GPA) 46 RFP C14-42 Project Management Services ABACUS

Method of Approach

Agendas for Board Approval. Abacus will work with the project team to identify any long-lead or critical timing items that may need to be specified/ordered early or planned for accordingly so that the fabrication/delivery of such does not impact the construction duration and sequencing. Our schedule will be reviewed with the client to make sure the sequence and timeline satisfy their ultimate requirements.

Once all parties are in agreement we communicate the schedules to the appropriate Stakeholders and project participants so that all parties are in essence “rowing together”.

During Construction, Abacus typically requires the contractor to provide 3-week look ahead schedules at weekly meetings in order to coordinate with school operations. Additionally, updated project schedules are requested with each monthly Pay Application to ensure scheduled completion of projects. Yavapai Accommodation School District Abacus’ proactive management of project schedules yields significant benefits to Yavapai Education Center our clients. By tracking, managing and controlling the various aspects of the project, we are able to foresee and prevent problems with regard to schedule. We are capable of developing comprehensive schedules showing all phases of the project, from design through bid / award, construction and close-out / Mr. Carr has excellent occupancy. “ verbal and written communication and Our record for controlling schedule is at the top of industry standards and in interpersonal skills as well several cases projects we have managed completed early. as the ability to function“ as a team lead and as a Risk Management part of the team. Risk management on design and construction projects really comes down to ” identifying any fatal flaws in three areas; scope, schedule and budget. He has exceptional attention“ to detail skills and Abacus’ proactive management of our assigned projects yields significant the ability to keep track of all benefits to our clients when managing risk. By tracking, managing and tasks necessary for the controlling the various aspects of the project’s scope, schedule and budget, we completion of an important are able to foresee and prevent problems. construction project.. “ ” Scope: Abacus makes sure all project participants clearly understand the scope/ -Jim Taylor, M. Ed., Director of program needs for the project. Before embarking upon the detailed design it is Instructional Services important that the architect and the contractor are in agreement that the Yavapai Accommodation required scope can be achieved within the construction funds budgeted. If School District there are any concerns, we work to resolve them right up front rather than later on in the design or construction phases.

Schedule: We are capable of developing comprehensive schedules showing all phases of the project, from programming and design through bid/award, construction, close-out, FF&E fit-up, occupancy, etc. We also require that the contractor submit a 3-week “look-ahead” schedule at each weekly construction jobsite meeting. In addition, we request an updated project schedule from the contractor as part of their monthly pay application package. We then review the schedule for accuracy and expected milestone and project completion dates. When project delays occur, we request from and work with the contractor to

1Government Procurement Alliance (1GPA) 47 RFP C14-42 Project Management Services ABACUS

Method of Approach

develop “recovery plans”. Our goal always remains to effectively manage the team to deliver the project on or before the approved contract completion date.

Budget: At the inception of our involvement, Abacus works with our clients to formulate a total project budget for each project. This budget would identify not only the hard construction costs, but also all other soft costs, such as architecture, engineering, permits, furniture & equipment, contingencies, etc. Once a “Total Project Budget” is reviewed with and approved by the client, Abacus then manages the project within that budget. Throughout the design and construction phases this budget is regularly updated so that at all times it accurately reflects the current projected costs for a project.

Safety Management Safety and security are paramount in a school setting. This process starts during the design phase and continues on through the construction phase. Abacus’ team will work closely with client, site staff, the architect / engineer and the contractor to insure we have a comprehensive safety plan in place that addresses the following components at a minimum:

St. Margaret’s Episcopal School Athletic Field Improvements Traffic impacts Maintenance of emergency ingress and egress Impacts to adjacent property owners and residents Delivery of materials, staging and laydown Student / pedestrian routes (temporary and permanent)

We can wholeheartedly Limits of construction (contractor’s site) “recommend Abacus Project Bus / shuttle routes (temporary and permanent) Management as an ethical,“ Demolition and earthmoving efficient and effective Contractor’s weekly jobsite safety meetings with subs organization that is extremely Dust and noise control knowledgeable within its field” Site lighting of work and has always been Contractor parking responsive to our needs. Relocation and / or tie-in of utilities

-David J. Bush, Director of Finance Provide Pre-Design, Pre-Construction Administration and Operations St. Margaret’s Episcopal School You will find that Abacus’ services span the entire life cycle of the projects we manage; from project inception to closeout and occupancy. Our project management team includes staff with experience as architects, engineers, construction managers and contractors. Program, project and construction management is what we do….every day. We will provide close supervision and management of activities throughout the Pre-Design and Pre-Construction phases of a project. This would include oversight of the design team, managing of the bidding and negotiation phase, and chairing of Pre-Bid, Pre-Submittal and Pre-Construction Conferences.

Our project managers are also closely supported by senior management and project directors early on in a project to insure that the project is properly initiated in terms of scope, schedule and budget, and all aspects of the program get off to a strong start. We take in pride in this approach, and our many clients over our 23+ year history can attest to this approach.

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Method of Approach

Provide Assistance in Preparation of RFPs, IFBs and RFQs, as Needed and as Permitted by the Member and Arizona Procurement Code Abacus is involved with public procurement selection processes all the time. In this regard, we work with client staff to; 1) Prepare Requests for Proposal, 2) conduct Pre-Submittal conferences, 3) review and shortlist from proposals, 4) attend interviews, 5) assist with making final selection, 6) conduct scoping meetings with A/E, 7) review and negotiate final fee, and review of final contract form and attached schedules.

Recommend Design Consultant Services When Appropriate Abacus is involved with public procurement selection processes all the time. In this regard, we work with client staff to:

Prepare Requests for Proposal conduct pre-submittal conferences review and shortlist from proposals attend interviews assist with making final selection conduct scoping meetings with A/E review and negotiate final fee review of final contract form and exhibits.

In serving as an extension of our client’s staff, Abacus provides all of the day-to- day leadership required to not only lead the client in this selection process, but to also keep all of these various consultants and stakeholders aware of the action plan and timeline for the project. To help facilitate this we would not only be issuing project schedules & budgets, but also calling, conducting and documenting periodic team meetings to address various action items and to encourage good open dialogue to allow for the team to be efficient and Higley Unified School District productive in how they go about the planning, design and construction of the Program Management various projects.

Centennial Elementary School: Review Design Documents, constructability reviews and 110,000 square foot facility serves approximately 1200 recommendations, code compliance verification, alternative methods, to students. ($13.5M) achieve a balance of quality and cost for the project at each design phase. The Firm shall familiarize themselves and understand the Higley High School Revitalization: members’ standards and ensure adherence to such at all design and new Athletic Field House; new construction phases sand volleyball courts; contoured During the design phase, we conduct a thorough review of the documents at amphitheater with concrete the completion of each phase. This process starts with ensuring that there is a performance platform; new 180- clear understanding with the design team as to what is expected of them, space parking lot; ROTC / band practice field; sidewalk and relative to the “deliverables” at the conclusion of each design phase. Upon landscaping ($7M) receipt of the deliverables, we review them to make sure they are in compliance with the approved scope and include any standardized front-end documents Chaparral Elementary used by the client. Addition & Renovation: 14 classrooms ($1.8M) Following the compliance review, we make sure the documents are clear and concise so contractors can, put together competitive bids and the project can be constructed without delays or unnecessary disruptions. To do this, we utilize in- house personnel experienced in architecture, structural/mechanical/electrical

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Method of Approach

engineering to provide a “second check” to every aspect of the design, making sure the documents are as complete as possible prior to releasing to bidders. To conduct this review, Abacus utilizes a version of the AIA’s “Redi-Check” system. We have taken the AIA’s checklist and expanded it to include other items that we have found through past experiences to be problematic during construction. Our checklist is ever-expanding, to be as comprehensive as it can be for our clients. Other projects where we have performed such constructability reviews Arizona School Facilities include; Tempe High School, McClintock High School, Marcos de Niza High Board Deficiency Correction School, Phoenix Sky Harbor Rental Car Center, Phoenix Sky Harbor Bus Maintenance Facility and numerous other projects. Benefits of these reviews are Program better coordinated drawings, fewer conflicts and problems during construction, Multiple simultaneous projects / and fewer cost increases and schedule delays. multiple sites / multiple districts Reconcile vendor deliverables and invoices Abacus will work closely with the client to develop a complete methodology for receipt, review and approval of all project related deliverables including programming documents, sketches, drawings, specifications, and narratives etc. I have been very impressed We will also work to insure that all project participants and stakeholders review “ with the knowledge and and have complete buy-in of these deliverables before advancing to the next experience Jeff Turner and his phase of the project. This will insure that all members of the team are on board team have brought to our and rowing in the same direction on the project. District “ ” Regarding invoicing, Abacus is flexible and can work within whatever -Fred Stone parameters the client may already have in place for review and approval of Higley Unified School District vendor invoices. At a minimum we will receive all vendor invoices, review them for completeness and insure that the amount being billed is consistent with the work in place or services provided. If all elements are accurate and complete, we will place a cover letter on the invoice indicating we concur with the amount being billed and that we recommend payment. If mistakes or discrepancies are found, Abacus will document these discrepancies in a letter and return the invoice to the vendor for revision and resubmittal.

On a monthly basis Abacus will meet with the Contractor and Architect to review a draft copy of the Contractor’s monthly application for payment. We typically walk the jobsite to compare the percentage of completion being shown on the pay application with actual work completed in the field. Once in agreement regarding the percentage of completion, the Contractor will prepare and submit for payment. Abacus coordinates and verifies that the Architect has certified the pay application and then submits to the Owner for final processing and payment.

Conduct project meetings Project Meetings Abacus advocates weekly construction progress meetings at the job site. Chaired by Abacus, these meetings allow the construction / project management staff to stay on top of all project-related issues. By having all key participants (those who may influence progress) present at the meetings, we are able to use "peer pressure" to bring timely and optimal solutions to problems. All issues and items discussed during the weekly meetings are recorded and distributed to all team members. The following issues are typically discussed:

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Method of Approach

RFI’s • Safety ASI’s • Material Testing Submittals • Field Observations Pay Application Status • Proposed Changes (Cost / Time) Schedule (Actual vs. Projected) • Action Items (Old & New)

Provide on-site inspections Inspections could be obtained from City, County and State agencies as well as other special parties. Abacus will work with the contractor to develop a checklist of all required inspections and will make a diligent effort to obtain all inspections listed on the sheet. In the event there are problems obtaining any particular inspections, special coordination meetings will be conducted with the appropriate team participants to develop a workplan to resolve the issue.

As part of our recommended weekly jobsite Owner-Architect-Contractor (OAC) meetings we would discuss the status of required inspections and approvals. We remain pro-active on this issue so there are no 11th hour surprises which could impact the successful completion of a project and the ability to occupy it.

Coordinate construction site walk-throughs with District personnel at each project milestone or construction phase to ensure that the District’s intent of the design is implemented This process actually starts during the design phase by providing constructability reviews and providing an independent cost estimate at each phase of design. During this process we will also review the construction documents, drawings and specifications with the client, end users and stakeholders to insure that the design is consistent with the original intent and expectations of the client. If variances are detected during this process, Abacus will work with the design team to correct and resubmit.

By going through the above process during the design phase, we can have more confidence that by the time the project reaches construction, the original intent and scope is intact. That said, we will still provide close supervision during all phases of construction to insure that the design intent is properly constructed and is of the highest possible quality. In addition to chairing weekly construction meetings onsite with the project team, Abacus will also regularly walk the job with the design team, contractor, client, end users and stakeholders. These job visits will be documented with a detailed field report and any concerns, issues or discrepancies will be noted and immediately Corporate Offices corrected. Abacus will then follow-up on these corrections to insure they are implemented entirely.

Perform comprehensive visits and field reports stating contractor progress, safety report, and construction staffing report. A copy of these reports shall be included in the project close out documents See previous discussion above on site walks and field visits. Abacus will document every site visit with a detailed field report that documents the following:

Work underway Number of workers on site current site / weather conditions critical issues progress photos Items requiring follow-up / correction

These reports are distributed to all project team members, and Abacus will follow-up to insure all items noted are corrected in a timely manner.

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Method of Approach

Attend weekly contractor meetings In addition to chairing and documenting the weekly jobsite construction meetings with the project team, Abacus will also attend additional contractor / sub-contractor meetings as required. Abacus will report back to the client and stakeholders the results and action items from these meetings.

Gather and review all close out documents for accuracy and attend final project inspections and sign-off At the appropriate stage of construction, Abacus would walk the jobsite with the Architect and Contractor to conduct a formal punch list walk. The Owner is typically more than welcome to participate as well. At the end of the punch walk a list would be developed that shows all deficiencies and we would agree to a timeline for the correction of such deficiencies. Abacus would monitor the timely correction of the punch list items so that the contractor is able to complete his work and remove all subs from the building(s) so that the Owner can assume operations without being impacted by workers being in the building.

Provide interactive communication system for achieving optimum coordination among the various participants in the project including members, member selected architects and engineers, and contractors Abacus is an ISO 9001 certified company, and as a part of that certification, we have developed a very thorough and detailed system for file naming, file storage and document control. Every project is consistent in this methodology, so all of our project managers are consistent in their project controls approach from one project to the next. All of our project communications are also transparent in that we copy the project team on all relevant project related documentation. In addition to our internal system for project documentation and control, our staff is also fluent in other project / client based management software such as Project Talk and Prolog. The key to our management methodology is flexibility, we adapt and customize our approach on a project by project basis to insure that the client and all project team members are updated on the project status on a continual basis, and action items are addressed and/or delegated to appropriate team member(s).

Estimate all project related costs including, but not limited to, administrative, legal, construction, construction related consultant fees, testing, environmental, fixtures, equipment and relocation costs As noted elsewhere in this proposal, Abacus works with our client and project team to formulate a Total Project Budget for each project we manage. This budget is all inclusive and would identify not only the hard construction costs, but also all other soft costs, such as architecture, engineering, permits, testing, environmental, land acquisition, furniture & equipment, contingencies, and even relocation cost if applicable. We then manage the Corporate Offices project within that budget. This budget is regularly updated so that at all times it accurately reflects the current projected costs for a project.

Review design documents at project milestones and provide accurate cost estimates for construction, analysis and comparison with design consultant’s estimates During the design phase, Abacus prepares detailed construction cost estimates and value engineering studies, if desired by the client. Our estimates will help to ensure that the design team is keeping the cost of the design within the construction budget. If the project(s) were to utilize the Construction Manager at Risk (CMAR) or Design/Build (DB) methods of delivery, Abacus would work with the CMAR/DB Contractor to make sure that their estimates are accurate and include all of the project scope.

This process also involves a detailed reconciliation with the design team’s cost estimator, and the contractor if they are a part of the team. If significant discrepancies are found, we will lead a more detailed review, reconciliation and value engineering process to insure that we have a project that is within the budget, and meets the requirements of the client.

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Method of Approach

Facilitate resolutions of any issues, at any time throughout each project In those instances where problems arise, our focus is not to just place blame and say “fix it”. Rather, for the more complex issues, we have no problem with rolling up our sleeves and being part of the solution. This could mean organizing and chairing problem-resolution meetings. The majority of the time we will prepare an Agenda ahead of time to be able to chair a very productive meeting in a timely fashion. In the meeting we will take a “One Team – One Goal” approach. We have no problem with being very assertive and challenging the Project Team to come up with the best possible solution(s). All the time we will represent the best interests of the Owner and keep the issues of; cost, time, quality and scope in mind. We will expect each party to be responsible for their actions and for the Owner only to pay for the benefit that he/she receives. Our track record shows that we have very few claims and disputes at the end of the projects that need to be resolved. We have found that by dealing with problems head on as they occur, we have been able to successfully resolve them in a satisfactory manner.

Provide analysis of building systems, equipment and materials and/or the entire project for appropriateness, initial cost, life cycle cost, projected maintenance and operation costs, safety and risk analysis Because we have an in-house cost estimating department, our team possesses the in depth knowledge of not only initial construction costs, but also the cost of project elements over the life a building. If requested, we are able to draw upon this in-house expertise to help the client develop an understanding of the true cost of ownership for their project. We also have mechanical and electrical consultants that we utilize on a regular basis to assist us in evaluating the life cycle costs of mechanical and electrical components of project. This knowledge allows the client to make an informed decision about the most appropriate, and cost effective components for their project.

Provide analysis of claims for additional services and cost made against the member by design consultants and/or contractors as well as claims the member may have against parties involved with the projects Abacus is responsible for implementing the procedures that are dictated by the contract. This includes provisions for claims, disputes and change orders. We are continuously on alert to any potential change in situations, and will minimize changes to reduce claims and cost overruns. The key is proactive management of issues before they become disputes or claims. This proactive approach is achieved through the following methodology.

Contractor-originated changes usually begin with a Request for Information (RFI), Architectural Supplemental Instruction (ASI), unforeseen site conditions, or a change proposal. If they arise, these documents will be numbered Corporate Offices for easy identification and will be posted onto our project tracking logs immediately. We will review the document and forward it to the architect for review and comment. We will then sit with the contractor to review and discuss the request for additional monies. In most cases, with input from the client and/or architect, we may:

reject it totally request additional supporting documentation negotiate the amount being requested, or accept it as submitted

Bottom line, we will manage the change order process in accordance with approved contract to ensure that all changes in the scope of work receive approval prior to the execution of change order work. No changes will be allowed that are not justified, and we will not pay in excess of market value for those changes deemed acceptable. We will also maintain a change order tracking log to monitor if the changes are due to:

hidden / unforeseen conditions deficiencies in the drawings Owner-requested scope increase, or Inspector-caused changes/scope increases

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Method of Approach

During the course of the project or upon project completion we will make such information available to the client for review. Resolving issues and disputes is common-place in construction. Abacus will always be there to represent the best interests of our client and this would include handling the negotiation and resolution of any types of issues brought forth by the contractor.

In those instances where problems may arise despite our proactive approach above, our focus is not to just place blame and say “fix it”. Rather, for the more complex issues, we have no problem with rolling up our sleeves and being part of the solution. This could mean organizing and chairing problem-resolution meetings. We will prepare an agenda ahead of time to be able to chair a very productive meeting in a timely fashion. In the meeting we will take a “One Team – One Goal” approach. We also have no problem with being assertive and challenging the project team to come up with the best possible solution(s). All the time we will represent the best interests of the client, and keep the issues of; cost, time, quality and scope in mind. We will expect each party to be responsible for their actions, and for the client to only pay for the benefit that he/she receives. Our track record shows that we have very few claims and disputes at the end of the projects that need to be resolved.

We have found that by dealing with problems head-on as they occur, we have been able to successfully resolve them in a satisfactory manner.

Provide analysis of the cost of the owner controlled insurance versus the contractor’s estimated cost of providing insurance to determine the most efficient and economical means of insuring these projects. Project manager shall verify that all contractors have the necessary insurance coverage Upon award of a construction contract to a contractor, Abacus will work with the client and the contractor to obtain all required insurance documents and other submittals required by the contract (bonds, sub list, schedule etc).

We also have experience on larger construction and capital improvement programs such as the Arizona School Facilities Board, and programs at the City of Phoenix and Sky Harbor International Airport that give us the experience and expertise necessary to assist the client in evaluating the various insurance products for their individual projects. This could include Owner Controlled Insurance Programs (OCIP) and Contractor Provided Insurance Programs. This approach will allow the client to receive the most economical insurance coverage on their project(s).

Corporate Offices

1Government Procurement Alliance (1GPA) 54 RFP C14-42 Project Management Services ABACUS

C o s t

Provide an hourly rate to include 1GPA admin fee for each type of consultant offered. Include overtime, weekend and holiday costs. Hourly Rate Schedule:

Principal $160.00 Director $145.00 Sr. Project Manager $135.00 Project Manager $125.00 Sr. Cost Estimator $135.00 Cost Estimator $120.00 MEP Estimator $120.00 Admin $ 55.00

Provide travel costs/ Mileage Rate: $0.56 per mile Lodging, airfare, meals and other travel related expenses for travel outside of Maricopa County will be billed at cost; no mark-up or multiplier Additional Expenses at cost; no multiplier

Provide cost matrix showing a percentage of construction cost at various dollar volumes for the difference disciplines offered/ Fee Based on Percentage of Construction Costs Construction Costs Fee Percentage Range $0 - $5,000,000 7% - 4.8% $5,000,001 - $10,000,000 4.8% - 3.2% $10,000,001 & Above 3.1%

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C o s t

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1Government Procurement Alliance (1GPA) 56 RFP C14-42 Project Management Services ABACUS

Responsiveness

Overall responsiveness of the proposal in clearly stating and understanding the scope of work, and in providing all information required at proposal opening date. Abacus has thoroughly reviewed the Request for Qualification documents as well as the Question and Answer Response Document. We have developed our Proposal response in accordance with the guidelines outlined. We fully understand the scope of work to be performed under this cooperative contract for 1GPA Members. We have provided all the required information and look forward to an opportunity to present our team in person.

Offerors shall complete and return the attached Offer and Acceptance Form The completed Offer and Acceptance Form is included in the Appendix Section of this proposal.

Offerors shall complete and return the Non-Collusion Affidavit form The completed Non-Collusion Affidavit is included in the Appendix Section of this proposal.

Provide a sample Certificate of Insurance form similar to the sample The requested proof of insurance is included in the Appendix Section of our proposal.

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Responsiveness

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1Government Procurement Alliance (1GPA) 58 RFP C14-42 Project Management Services ABACUS

Miscellaneous

Offerors shall provide any additional information or services that will improve their overall offer

Abacus has identified the following list of items which help to identify the value of our services:

Full Time, dedicated account representative (Rick Carr) with extensive K-12 and educational experience 23-year history providing program / project / construction management Virginia G. Piper services - the exact services requested through this Request for Charitable Trust Qualifications Office Renovation Comprehensive in-house cost estimating expertise and resources Comprehensive services from programming / pre-design through close-out / occupancy and warranty phases Extensive K-12 project experience Extensive public / governmental project experience From start to finish during “this yearlong process ABACUS’ Financially stable company consummate professionalism“ and Ability to provide services locally (AZ) and nationally knowledge was Competitive rates invaluable Ability to customize level of service to meet the needs of each client /

” project -Mary Jane Rynd, Virginia G. Piper Charitable Trust Proven track record of completing projects on-time and within budget One-team, one-goal approach to project management Effective dispute resolution techniques Quick response to requests received from 1GPA members

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Miscellaneous

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To the Stockholder of Abacus Project Management, Inc.:

We have audited the accompanying consolidated financial statements of Abacus Project Management, Inc. and subsidiary (the “Company”), which comprise the consolidated balance sheet as of December 31, 2012, and the related consolidated statements of income, changes in stockholder’s equity, and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Predecessor Auditors’ Opinion on 2011 Financial Statements

The financial statements of the Company as of and for the year ended December 31, 2011, were audited by other auditors whose report, dated March 22, 2012, expressed an unmodified opinion on those statements.

April 3, 2013

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CONTACT INFORMATION

1. Processing Information: Provide company Contact information for the following:

Sales Reports / Accounts Payable Contact Person:

Name: Jaci Green

Title: Accounting Assistant

Company: Abacus Project Management, Inc.

Address: 3030 N. Central Ave., Ste. 1207

City: Phoenix State: AZ Zip: 85012

Phone: 602 282 8863 Email: [email protected]

Purchase Orders Contact Person:

Name: Rick Carr

Title: Senior Project Manager

Company: Abacus Project Management, Inc.

Address: 3030 N. Central Ave., Ste. 1207

City: Phoenix State: AZ Zip: 85012

Phone: 602 282 4084 Email: [email protected]

Sales and Marketing Contact Person:

Name: Adam Brill

Title: Director

Company: Abacus Project Management, Inc.

Address: 3030 N. Central Ave., Ste. 1207

City: Phoenix State: AZ Zip: 85012

Phone: 602 282 8860 Email: [email protected]

CERTIFICATEHOLDER COVERAGES Evidence Phoenix AZ 85012-2707 USA 3030 N. Central Avenue #1207 Attn: Kristen Barnett Abacus Project Management, Inc INS URE D St Louis MO 63105 USA 8182 Maryland Avenue St. Louis MO Office Aon Risk Services Central, Inc. PRODUCER INSR DESCRIPTIONOPERATIONSOF / LOCATIONSVEHICLES / (A LTR D D B C A CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSUR THE PERTAIN, MAY OR ISSUED BE MAY CERTIFICATE EXCLUSIONS CONDITIONS AND OF POLICIES SUCH OR TERM REQUIREMENT, ANY NOTWITHSTANDING INDICATED. L INSURANCE POLICIESOF THE THAT CERTIFY TO IS THIS REPRESENTATIVEORPRODUCER, AND THE CERTIFICATE HOL EO. HS ETFCT O ISRNE OS O CONST NOT DOES INSURANCE OF CERTIFICATE THIS BELOW. AM NEGATIVELY OR AFFIRMATIVELY NOT DOES CERTIFICATE certificate holder in lieu ofsuch holderlieu endorsement(s).in certificate andthe terms conditions ofthepolicy,pol certain ADDITION an is holder certificate the If IMPORTANT: INFORMATI OF MATTER A AS ISSUED IS CERTIFICATE THIS ACORD25 (2010/05) X AUTOMOBILELIABILITY LIMIT AGGREGATE PER GEN'L APPLIES GENERALLIABILITY X X X ANY PROPRIETOR / PARTNER ANYPROPRIETOR/ / If yes, describe under under describe yes, If EMPLOYERS'LIABILITY WORKERSCOMPENSATION AND (Mandatoryin NH) Contractor Prof DESCRIPTIONOPERATIONSbelowOF EXCLUDED?OFFICER/MEMBER DED Phoenix AZ 85012 USA 3030 N Central Avenue No. 1207 Attn: Kristen Barnett Abacus Project Management, Inc. HIREDAUTOS POLICY AUTOS OWNED ALL ANYAUTO EXCESS LIAB EXCESS UMBRELLALIAB LISMD OCCUR CLAIMS-MADE COMMERCIALLIABILITY GENERAL TYPE OF INSURANCEOF TYPE RETENTION X JECT PRO- X X AUTOS SCHEDULED X AUTOS NON-OWNED NON-OWNED EXECUTIVE CLAIMS-MADE OCCUR CERTIFICATE OF LIABILITY INSURANCE LOC : : . CERTIFICATENUMBER Y N / N / NA / ADDL INSR ttach ACORDttach Additional 101, Remarksif Schedule, mo TheACORD are registerednamelogo and marks ofACO SUBR WVD . 984757100 SIR applies per policy terms & conditions EOC557145901 AUC557145001 5921453-00 027712390 LIMITS MAY BY REDUCED PAID BEEN CLAIMS HAVE SHOWN icies may require an endorsement. A statement on th onstatementendorsement. mayA an require icies AL INSURED, the policy(ies) must be endorsed. If SU If endorsed. be must policy(ies) the INSURED, AL ISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED A NAMED INSURED THE TO ISSUED BEEN HAVE BELOW ISTED POLICYNUMBER ANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS S IS HEREIN DESCRIBED POLICIES THE BY AFFORDED ANCE : 570051157500 CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH R WITH DOCUMENT OTHER OR CONTRACT ANY OF CONDITION N NY N CNES O IHS PN H CERTIFICATE THE UPON RIGHTS NO CONFERS AND ONLY ON DER. N, XED R LE TE OEAE FODD Y H P THE BY AFFORDED COVERAGE THE ALTER OR EXTEND END, TT A OTAT EWE TE SUN ISRRS, AU INSURER(S), ISSUING THE BETWEEN CONTRACT A ITUTE AUTHORIZEDREPRESENTATIVE CANCELLATION HUD N O TE BV DSRBD OIIS E CANCE BE I POLICIES DELIVERED BE DESCRIBED WILL POLICYPROVISIONS ABOVE NOTICE THEREOF, THE DATE EXPIRATION OF ANY SHOULD INSURERF INSURERE INSURERD INSURERC INSURERB INSURERA (A/C.No. Ext): PHONE NAME: CONTACT ADDRESS E-M A I L 80/0308/01/201408/01/2013 ( 80/0308/01/201408/01/2013 08/01/201408/01/2013 08/01/2013 08/01/201408/01/2013 MM POLICYEFF : : : : : : : re space is space re required) / DD (866) 283-7122 / Zurich American Ins Co Steadfast Insurance Company American Guarantee & Liability Ins Co Lexington Insurance Company YYYY . ©1988-2010ACORD CORPORATION. All rightsreserved. NUE()AFRIGCVRG NAIC# INSURER(S)AFFORDING COVERAGE ) 08/01/2014 ( MM POLICY EXP / DD / YYYY REVISION NUMBER REVISION ) RD is certificate does not confer rights to the to rights confernotdoes certificate is AGGREGATE Deductible Limit E.L. DISEASE-POLICYE.L. LIMIT EMPLOYEE DISEASE-EA E.L. ACCIDENTEACH E.L. EACH OCCURRENCEEACH EACH OCCURRENCEEACH (Per accident) (Per PROPERTYDAMAGE BODILYINJURY accident) (Per BODILYINJURY person) (Per accident) (Ea COMBINEDLIMITSINGLE PRODUCTS AGGREGATE GENERAL INJURY ADV & PERSONAL MED EXP PREMISES DAMAGERENTEDTO X . CSTATU- TORYLIMITS WC BROGATION IS WAIVED, subject to subject WAIVED, IS BROGATION ( Any one person one Any ( ( FAX Ea occurrence Ea - A COMP / C BOVE FOR THE POLICYPERIOD THE FOR BOVE . . No UBJECT TO ALL THE TERMS, THE ALL TO UBJECT Limits shown are as requested / .): OP AGG OP ACRAC WT THE WITH ACCORDANCE N (800) 363-0105 ESPECT TO WHICH THIS WHICH TO ESPECT : ER OTH- LI M I TS ) ) LD EOE THE BEFORE LLED DATE(MM/DD/YYYY ODR THIS HOLDER. 09/03/2013 THORIZED 16535 26387 26247 19437 $5,000,000 $1,000,000 $1,000,000 $1,000,000 $5,000,000 $5,000,000 $1,000,000 $2,000,000 $2,000,000 $ $1,000,000 OLICIES 1 , 000 $50,000 $50,000 , 000 ) )

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Project Management– RFP # C14-42; Question & Answer

1. Q- Page 8 of the proposal, Uniform Instructions to Offerors, part 4 defines a different submittal package content than pg. 24, Evaluation Criteria, part 2. Please help reconcile the apparent conflict.

A- Sealed Envelope or Package - Each Offer shall be submitted to the location identified in this Solicitation, in a sealed envelope or package that identifies its contents as an Offer and the Solicitation number to which it responds. The appropriate Solicitation number should be plainly marked on the outside of the envelope or package. Offeror shall submit proposal in a 3 Ring Binder, clearly labeled with the name of offeror. Offeror shall include 1 Original, 2 Copies and 2 Thumbdrive (electronic copies) of the proposal.

2. Q- There is not point values assigned to pg. 24, Evaluation Criteria, part 1. Is this correct? Prior proposal C14-39 provided point values for the various proposal sections. A- Point values are not mandatory. The criteria is listed in order of importance. The highest of importance is placed at the top of the criteria list. 3. Q- Please confirm how many copies of the proposal are desired. Page 8 & page 24 conflict each other. A- See Answer #1 4. Q- The last part of Tab 5, which reads 2.5.4. Provide a sample Certificate of Insurance form similar to the sample on page? We cannot find the referenced sample form. A- Provide a standard sample of Certificate of Insurance. 5. Q- There are several references to “District” in the Scope of Work section. Are the 1GPA members covered under this RFP to only be school districts or are other types of public entities included? A- Any type of public entity is able to utilize the end resulting contract. 6. Q- (Scope of Work, page 23 of 30) – 2.14, Reference is made to provide an “interactive communication system”. Is this referring to Project Management software? Please provide examples of “interactive communication systems” for clarification. A- We are looking for a description of how your firm will communicate and interact with all parties involved in a particular project to ensure that all communication is available to all. 7. Q- (Evaluation Criteria, page 24 of 30) – 1, At the end of this section it indicates “Specific weighting shall be used.” Is there a “point” weighting for each Criteria category that is available to those submitting a proposal? A- See answer to #2 8. Q- (Antitrust Certification Statement, Page 28 of 30) – The statement references Texas laws. Should this form be included in submittals? A- Yes, however this document is only required if your company does business within the State of Texas. If your company does not do business within the State of Texas then you can disregard.

ABACUS

Abacus Project Management, Inc. 3030 North Central Avenue, Suite 1207 Phoenix, Arizona 85012 ROC 102819 B / 091022 B-01 EXHIBIT B TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE CITY OF AVONDALE AND ABACUS PROJECT MANAGEMENT, INC.

[Proposal]

See following pages.

3379359.1

Proposal

City of Avondale Avondale, AZ

Professional Construction Project Management Consultant Services For Resource Center (Task 1) and Police Expansion (Task 2)

Submitted to

City of Avondale Development and Engineering Services Attn: David Janover, P.E. City Engineer 11465 W. Civic Center Dr., Suite 120 Avondale, AZ 85323

October 24, 2018

ABACUS

October 24, 2018

David Janover, P.E. City Engineer City of Avondale Development and Engineering Services 11465 W Civic Center Dr., Suite 120 Avondale, AZ 85323

RE: Professional Project Management Services City of Avondale Scope of Services and Fee Proposal Police Expansion and Resource Center Projects

Dear David:

Abacus Project Management, Inc. is pleased to begin a professional relationship with the City of Avondale by providing full service Project Management and Cost Estimating Services on the City’s New Resource Center and Police Expansion, including Property and Evidence, projects. The Resource Center will provide vital neighborhood and family services to the Avondale community. The Police Expansion will provide much needed immediate and future growth space for the Avondale Police Department to serve the Avondale Community.

Abacus is a professional management company providing a comprehensive range of services within the project / construction management profession to meet the needs of owners and real estate developers nationwide and to successfully accomplish their project goals. We will provide quality PM/CM services tailored to suit your needs for the services desired. We believe that customer service is of the utmost importance and inherently strive to provide added value to our client’s projects.

The City of Avondale is a vibrant community of nearly 85,000 residents located in the western portion of the Phoenix metropolitan area. Filled with family oriented neighborhoods, the New Resource Center will enhance the quality of life in Avondale by providing many key human services for citizens. As one of the area’s fasting growing communities where residents can live, work, and play, Abacus is honored to have the opportunity to embrace and support this mission of the City.

The Avondale Police Department is currently located at the Avondale Civic Center. The Center’s Master Plan provides additional, on-site space for the Police Department to expand. The Department’s existing space has reached capacity and, based upon a recent needs assessment, a new 2-story expansion with office and Property and Evidence is required. Abacus will capitalize on our recent completion of Police projects in Maricopa and Marana to ensure the Avondale Police Department continues to enhance their mission of “Serving with Honor” for the Avondale community.

Attached is our Fee Proposal for both projects which includes project background / scope, proposed duties, proposed fee, and additional services / hourly rates for your review and approval.

Should you have any questions or comments on our Proposal, we would welcome the opportunity to speak with you to review and discuss in greater detail.

Thank you for the opportunity to be able to submit our Proposal for your consideration. We’re looking forward to working with the City of Avondale!

ABACUS

Sincerely, Abacus Project Management, Inc.

Richard W. Carr, Jr. Adam Brill Russel Thompson Senior Project Manager Director/Manager of AZ Operations Principal

10/24/18 10/24/18 10/24/18 Date Date Date

Accepted by

Signature For: City of Avondale

Printed Name

Title Date

Attachments: Fee Proposal 1GPA Scope of Services Lump Sum Cash Flow ABACUS

Fee Proposal Professional Project Management Services – City of Avondale Resource Center and Police Expansion Projects

Project Background / Scope:

Resource Center (Task 1): The City of Avondale will provide a new co-located human service facility to replace the existing Care1st Avondale Resource Center and Avondale Senior Center and Administration Offices that exceed service capacity and have reached useful lifespan. In the near term, Resource Staff anticipate a heightened need for services.

The existing Senior Center is 12,000 SF and the existing Resource Center is 9,000 SF. The new facility is expected to support al services now offered, and through intentional design and efficient use of space, meet a host of additional services needs that cannot be presently accommodated in existing facilities, with a new 2 story building size of 24,664 SF.

Resource Staff have identified gaps in service and intend to expand their offerings by partnering with new providers in the new facility.

A recent space and conceptual site study by a third-party consultant estimates the Total Project Cost to be $11 M excluding site acquisition if needed. The City is currently seeking approval by Council for a land swap to provide a site of 2.79 acres at the SW corner of Dysart and Riley via a land swap. City currently has an estimate from February 2018 indicating Total Construction Cost for building, furniture, and sitework to be approximately $9.7M.

The Project Delivery Method proposed by the City is Construction Manager at Risk

The Project Schedule proposed by the City is expedited completing Design in September 2019 and Construction in April 2020

The City also proposes to pursue LEED Certification for this project. The minimum goal is LEED Certified.

Scope of Services to include facilitating with Design Consultant one (1) workshop for Community Outreach and Public Input.

Police Expansion (Task 2): The City of Avondale recently completed a space needs assessment for the Avondale Police Department and have determined an immediate need for Expansion.

The Department is currently located at the Avondale Civic Center and within the Center’s Master Plan space has been provided on site for the Police Department to expand. The Department has currently filled their existing space and are requiring a 2-story expansion with 6,500 SF of offices on the 2nd floor and 10,000 SF Property and Evidence Room plus an additional 2,500 SF of space on the 1st floor. The Property and Evidence Room will provide separate locations for guns, illegal drugs, and both a large box refrigerator and freezer.

The City has allocated $6.9 M for the Total Project Cost of this project. We estimate a Total Construction Budget of $5.5M.

The Project Delivery Method proposed by the City is Construction Manager at Risk

The Project Schedule proposed by the City is for the expansion to be in Operations by FY 20-21.

Professional Project Management Duties: Per attached 1GPA Scope of Services.

Proposed Fee – Lump Sum (see attached Cash Flow for additional details):

Services/Fees through 07/02/2019 (current 1GPA Contract Expiration) Resource Center (Task 1)

▪ Project Management & Cost Estimating Services: $77,195.00 ▪ Reimbursable Allowance: $907.00 ▪ Additional Services Allowance $7,500.00 ------Through 07/02/2019 Sub-Total $85,602.00

Police Expansion (Task 2)

▪ Project Management & Cost Estimating Services: $47,870.00 ▪ Reimbursable Allowance: $907.00 ▪ Additional Services Allowance (Requested by City) $5,000.00 ------Through 07/02/2019 Sub-Total $53,777.00

Total for work through 07/02/2019 (Task 1 & 2) $139,379.00

Services/Fees after 07/02/2019, Needed to finish Both Tasks (through anticipated, new 1GPA Contract) Resource Center (Task 1)

▪ Project Management & Cost Estimating Services: $113,200.00 ▪ Reimbursable Allowance: $3,654.00 ▪ Additional Services Allowance $7,500.00 ------After 07/02/2019 Sub-Total $124,354.00

Police Expansion (Task 2)

▪ Project Management & Cost Estimating Services: $87,140.00 ▪ Reimbursable Allowance: $4,133.00 ▪ Additional Services Allowance (Requested by City) $5,000.00 ------After 07/02/2019 Sub-Total $96,273.00

Total for work after 07/02/19 (Task 1 & 2) $220,627.00

Grand Total, Task 1 & 2

Police Expansion Total $150,050.00 Resource Center Total $209,956.00 ------Grand Total (Task 1 &2) $360,006.00

Reimbursable Expenses (included in Allowance above): ▪ Mileage at $0.56 per mile

Additional Services / Hourly Rate Schedule: Additional Services, including but not limited to: 1. Utility Management

2. Move Management 3. LEED Certification 4. Daily Reports during Construction 5. Design Phase Cost Estimating 6. Admin Support (City to provide Desk in Engineering Offices, Admin Support, Office supplies, Internet Access, Printing Capabilities, & Security Access) 7. Reproduction of drawings (Sets to be provided by City, AE, or CMAR)

Should Abacus be requested to provide Additional Services, we would bill our personnel per the following hourly rate schedule:

Position Title Billable Rate Principal $160.00 Director $145.00 Sr. Project Manager $135.00 Project Manager $115.00 Sr. Cost Estimator $135.00 Cost Estimator $120.00 MEP Estimator $120.00 Administrative Support $55.00

City periodic to observe

Avondale Resource Center ABACUS PM Lump Sum Fee Cash Flow (Notes 1 - 2) October 12, 2018 Project Phase Principal Director Sr. Project Sr. MPE Admin. Total Proposed Total Labor # Date Proj Mgr Manager Cost Est. Estimator Support Hours Fee Adam Rick Diego Larry Ruth Per Month Per Month 1 Oct 2018 PM/CM Contract / Pre-Design / AE & CMAR RFQs 0 0 4 32 0 0 0 36 $4,220 2 Nov 2018 Pre-Design / AE & CMAR RFQs 0 0 4 48 0 0 0 52 $6,060 3 Dec 2018 Pre-Design / AE CMAR Interviews 0 0 4 57 0 0 0 61 $7,095 4 Jan 2019 A/E & CMAR Contract / Programming 0 0 4 82 0 0 0 86 $9,970 5 Feb 2019 SD 0 0 4 82 0 0 0 86 $9,970 6 Mar 2019 SD / DD / Community Outreach 0 0 4 82 0 0 0 86 $9,970 7 Apr 2019 DD 0 0 4 82 0 0 0 86 $9,970 8 May 2019 DD & CD Building / CD Site 0 0 4 82 0 0 0 86 $9,970 9 Jun 2019 CD Building / Site Permitting & Bidding 0 0 4 82 0 0 0 86 $9,970 10 Jul 2019 CD Building / Site Permitting & GMP 0 0 4 82 0 0 0 86 $9,970 11 Aug 2019 Building Permitting & Bidding / Site Construction 0 0 4 82 0 0 0 86 $9,970 12 Sep 2019 Building Permitting & GMP / Site Construction 0 0 4 82 0 0 0 86 $9,970 13 Oct 2019 Construction 0 0 4 82 0 0 0 86 $9,970 14 Nov 2019 Construction 0 0 4 82 0 0 0 86 $9,970 15 Dec 2019 Construction 0 0 4 82 0 0 0 86 $9,970 16 Jan 2020 Construction 0 0 4 82 0 0 0 86 $9,970 17 Feb 2020 Construction 0 0 4 82 0 0 0 86 $9,970 18 Mar 2020 Construction 0 0 4 82 0 0 0 86 $9,970 19 Apr 2020 Construction 0 0 4 82 0 0 0 86 $9,970 20 May 2020 Move-in / Close-out 0 0 4 60 0 0 0 64 $7,440 21 Jun 2020 Close-out / Final Follow-up 0 0 4 48 0 0 0 52 $6,060 22 Jul 2020 0 0 0 0 0 0 0 0 $0 23 Aug 2020 0 0 0 0 0 0 0 0 $0 24 Sep 2020 0 0 0 0 0 0 0 0 $0 25 Oct 2020 0 0 0 0 0 0 0 0 $0 26 Nov 2020 0 0 0 0 0 0 0 0 $0 27 Dec 2020 0 0 0 0 0 0 0 0 $0 28 Jan 2021 0 0 0 0 0 0 0 0 $0 29 Feb 2021 0 0 0 0 0 0 0 0 $0 30 Mar 2021 0 0 0 0 0 0 0 0 $0 31 Apr 2021 0 0 0 0 0 0 0 0 $0 32 May 2021 0 0 0 0 0 0 0 0 $0 33 Jun 2021 0 0 0 0 0 0 0 0 $0 34 Jul 2021 0 0 0 0 0 0 0 0 $0 35 Aug 2021 0 0 0 0 0 0 0 0 $0 36 Sep 2021 0 0 0 0 0 0 0 0 $0 37 Oct 2021 0 0 0 0 0 0 0 0 $0 38 Nov 2021 0 0 0 0 0 0 0 0 $0 39 Dec 2021 0 0 0 0 0 0 0 0 $0 40 Total Hours 0 0 84 1557 0 0 0 1641 41 Total Hourly Rate (2018) $160.00 $145.00 $135.00 $115.00 $135.00 $120.00 $55.00 42 Total Hourly Rate (2019) $160.00 $145.00 $135.00 $115.00 $135.00 $120.00 $55.00 43 Total Hourly Rate (2020) $160.00 $145.00 $135.00 $115.00 $135.00 $120.00 $55.00 44 Total Hourly Rate (2021) $160.00 $145.00 $135.00 $115.00 $135.00 $120.00 $55.00 46 Grand Total (Labor only) $0 $0 $11,340 $179,055 $0 $0 $0 $190,395

47 Reimbursable Expenses 48 - Mileage - Pre-Construction (45 miles round trip) 10 months 4 trips / month 45 miles $0.56 per mile = $1,008 49 - Mileage - Construction (45 miles round trip) 9 months 15 trips / month 45 miles $0.56 per mile = $3,402 50 - Mileage - Post Construction (45 miles round trip) 2 months 3 trips / month 45 miles $0.56 per mile = $151

- Proj Mgmt Software / Cloud-based File Sharing software solutions (SharePoint etc.) - Note 3 Excluded $0 51 52 Sub Total (Reimbursables) $4,561

53 Allowances 54 - Additional Limp Sum Allownace (Note 4) Allowance $15,000 55 Sub Total (Allowances) $15,000 56 Grand Total (Labor, Reimbursable, & Allowances) $209,956

Note 1 - Our fee is based upon a Office space being provided during the Constr Phase by CMAR or City. This would include; office, desk, chair, file, phone service, copier, utilities, etc. Note 2 - Materials Testing and Inspections will be handled either by Client or under the CMAR's contract and are not included in the Abacus contract. Geotech will be either by Client or under the A/E's Agreement. Note 3 - Assumes we will utilize Microsoft Software/Programs for all documentation and have not included cost for licensing of specific Municipal Software/Programs Note 4 - For Additional Services as needed,. Allowance requested by City of Avondale Avondale Police and Evidence ABACUS PM Lump Sum Fee Cash Flow (Notes 1 - 2) October 12, 2018 Project Phase Principal Director Sr. Project Sr. MPE Admin. Total Proposed Total Labor # Date Proj Mgr Manager Cost Est. Estimator Support Hours Fee Adam Rick Diego Larry Ruth Per Month Per Month 1 Oct 2018 PM/CM Contract Negotation / Pre-Design 0 0 4 20 0 0 0 24 $2,840 2 Nov 2018 Pre-Design / AE & CMAR RFQs 0 0 4 30 0 0 0 34 $3,990 3 Dec 2018 Pre-Design / AE & CMAR RFQs 0 0 4 36 0 0 0 40 $4,680 4 Jan 2019 Pre-Design / AE & CMAR Interviews 0 0 4 48 0 0 0 52 $6,060 5 Feb 2019 AE & CMAR Contract/Programming 0 0 4 48 0 0 0 52 $6,060 6 Mar 2019 SD 0 0 4 48 0 0 0 52 $6,060 7 Apr 2019 DD 0 0 4 48 0 0 0 52 $6,060 8 May 2019 DD 0 0 4 48 0 0 0 52 $6,060 9 Jun 2019 CD 0 0 4 48 0 0 0 52 $6,060 10 Jul 2019 CD 0 0 4 48 0 0 0 52 $6,060 11 Aug 2019 CD / Bidding 0 0 4 48 0 0 0 52 $6,060 12 Sep 2019 Bidding / Construction 0 0 4 48 0 0 0 52 $6,060 13 Oct 2019 Construction 0 0 4 48 0 0 0 52 $6,060 14 Nov 2019 Construction 0 0 4 48 0 0 0 52 $6,060 15 Dec 2019 Construction 0 0 4 48 0 0 0 52 $6,060 16 Jan 2020 Construction 0 0 4 56 0 0 0 60 $6,980 17 Feb 2020 Construction 0 0 4 56 0 0 0 60 $6,980 18 Mar 2020 Construction 0 0 4 56 0 0 0 60 $6,980 19 Apr 2020 Construction 0 0 4 56 0 0 0 60 $6,980 20 May 2020 Construction 0 0 4 56 0 0 0 60 $6,980 21 Jun 2020 Construction 0 0 4 56 0 0 0 60 $6,980 22 Jul 2020 Move-in / Close Out 0 0 4 40 0 0 0 44 $5,140 23 Aug 2020 Close-out / Final Follow-up 0 0 4 28 0 0 0 32 $3,760 24 Sep 2020 0 0 0 0 0 0 0 0 $0 25 Oct 2020 0 0 0 0 0 0 0 0 $0 26 Nov 2020 0 0 0 0 0 0 0 0 $0 27 Dec 2020 0 0 0 0 0 0 0 0 $0 28 Jan 2021 0 0 0 0 0 0 0 0 $0 29 Feb 2021 0 0 0 0 0 0 0 0 $0 30 Mar 2021 0 0 0 0 0 0 0 0 $0 31 Apr 2021 0 0 0 0 0 0 0 0 $0 32 May 2021 0 0 0 0 0 0 0 0 $0 33 Jun 2021 0 0 0 0 0 0 0 0 $0 34 Jul 2021 0 0 0 0 0 0 0 0 $0 35 Aug 2021 0 0 0 0 0 0 0 0 $0 36 Sep 2021 0 0 0 0 0 0 0 0 $0 37 Oct 2021 0 0 0 0 0 0 0 0 $0 38 Nov 2021 0 0 0 0 0 0 0 0 $0 39 Dec 2021 0 0 0 0 0 0 0 0 $0 40 Total Hours 0 0 92 1066 0 0 0 1158 41 Total Hourly Rate (2018) $160.00 $145.00 $135.00 $115.00 $135.00 $120.00 $55.00 42 Total Hourly Rate (2019) $160.00 $145.00 $135.00 $115.00 $135.00 $120.00 $55.00 43 Total Hourly Rate (2020) $160.00 $145.00 $135.00 $115.00 $135.00 $120.00 $55.00 44 Total Hourly Rate (2021) $160.00 $145.00 $135.00 $115.00 $135.00 $120.00 $55.00 46 Grand Total (Labor only) $0 $0 $12,420 $122,590 $0 $0 $0 $135,010

47 Reimbursable Expenses 48 - Mileage - Pre-Construction (45 miles round trip) 11 months 4 trips / month 45 miles $0.56 per mile = $1,109 49 - Mileage - Construction (45 miles round trip) 10 months 15 trips / month 45 miles $0.56 per mile = $3,780 50 - Mileage - Post Construction (45 miles round trip) 2 months 3 trips / month 45 miles $0.56 per mile = $151 51 - Proj Mgmt Software / Cloud-based File Sharing software solutions (SharePoint etc.) - Note 3 Excluded $0 52 Sub Total (Labor and Reimbursables) $5,040

53 Allowances 54 - Additional Limp Sum Allownace (Note 4) Allowance $10,000 55 Sub Total (Allowances) $10,000 56 Grand Total (Labor, Reimbursable, & Allowances) $150,050

Note 1 - Our fee is based upon a Office space being provided during the Constr Phase by CMAR or City. This would include; office, desk, chair, file, phone service, copier, utilities, etc. Note 2 - Materials Testing and Inspections will be handled either by Client or under the CMAR's contract and are not included in the Abacus contract. Geotech will be either by Client or under the A/E's Agreement. Note 3 - Assumes we will utilize Microsoft Software/Programs for all documentation and have not included cost for licensing of specific Municipal Software/Programs Note 4 - For Additional Services as needed,. Allowance requested by City of Avondale