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Project Name: CHANDLER ARTERIAL CONGESTION MONITORING Page i City Project No.: ST2012.401; FEDERAL PROJECT NO.: CHN-0(247)D; ADOT NO.: T0265 01C Rev.4/22/2022 CITY OF CHANDLER, ARIZONA PUBLIC WORKS & UTILITIES DEPARTMENT CAPITAL PROJECTS DIVISION CONSTRUCTION CONTRACT CHANDLER ARTERIAL CONGESTION MONITORING CITY PROJECT NO.: ST2012.401; FEDERAL PROJECT NO.: CHN-0(247)D; ADOT NO.: T0265 01C MAYOR Kevin Hartke VICE MAYOR Terry Roe COUNCIL Matt Orlando OD Harris Christine Ellis René Lopez Mark Stewart __________________________________________________ Kimberly Moon, P.E. CIP City Engineer Project Name: CHANDLER ARTERIAL CONGESTION MONITORING Page ii City Project No.: ST2012.401; FEDERAL; PROJECT NO.: CHN-0(247)D; ADOT NO.: T0265 01C Rev.4/22/2022 CITY OF CHANDLER, ARIZONA CHANDLER ARTERIAL CONGESTION MONITORING CITY PROJECT NO.: ST2012.401; FEDERAL PROJECT NO.: CHN-0(247)D; ADOT NO.: T0265 01C TABLE OF CONTENTS PARTICIPANTS AND PROJECT.......................................................................... C-1 CONTRACT DOCUMENTS................................................................................. C-3 CONSTRUCTION SERVICES............................................................................... C-3 CITY RESPONSIBILITIES.................................................................................... C-4 CONTRACT TIME............................................................................................... C-5 CONTRACT PRICE.............................................................................................. C-7 PAYMENT .......................................................................................................... C-7 CHANGES TO THE CONTRACT ......................................................................... C-7 SUSPENSION AND TERMINATION .................................................................. C-7 INSURANCE AND BONDS............................................................................... C-7 INDEMNIFICATION......................................................................................... C-8 DISPUTE RESOLUTION ................................................................................... C-8 EXHIBIT A – PROJECT SPECIFIC SPECIAL PROVISIONS..................................................... SP-1 EXHIBIT B – GENERAL CONDITIONS................................................................................ GC-1 EXHIBIT C – TECHNICAL SPECIFICATIONS........................................................................ TS-1 EXHIBIT D – GIS / GPS DATA DELIVERY REQUIREMENTS (IF APPLICABLE) ...................GIS-1 EXHIBIT E – FEDERAL PROVISIONS (IF APPLICABLE)....................................................... FP-1 Project Name: CHANDLER ARTERIAL CONGESTION MONITORING Page 1 City Project No.: ST2012.401; FEDERAL PROJECT NO.: CHN-0(247)D; ADOT NO.: T0265 01C Rev 4/22/2022 CONSTRUCTION SERVICES CONTRACT PROJECT NO.: ST2012.401; FEDERAL PROJECT NO.: CHN-0(247)D; ADOT NO.: T0265 01C THIS CONTRACT is made and entered into on the _______ day of _________________, 202_____, by and between City of Chandler, an Arizona municipal corporation, hereinafter called “City” and the “Contractor” designated below (City and Contractor may individually be referred to as “Party” and collectively referred to as “Parties”). City and Contractor agree as follows: PARTICIPANTS AND PROJECT CITY: Acting CIP City Engineer: Kimberly Moon, P.E. Public Works & Utilities Department P.O. Box 4008, Mail Stop 407 Chandler, AZ 85244-4008 Phone: 480-782-3349 Email: kimberly.moon@chandleraz.gov CITY: Construction Project Manager: Jason Garcia Public Works & Utilities Department P.O. Box 4008, Mail Stop 407 Chandler, AZ 85244-4008 Phone: 480-782-3453 Email: Jason.garcia@chandleraz.gov Contractor: Legal Company Name: CS Construction, Inc. Mailing Address: Physical Address: Arizona Roc No.: C-11 Electrical 29014 / A-General Engineering 071662 Federal Tax Id No.: 86-0395588 State Where Organized: Arizona Business Organization: Statutory Agent Name: Statutory Agent Mailing Address: Statutory Agent Physical Address: Contractor’s Authorized Project Representative: Name: Title: Phone: Email: 22023 N. 20th Avenue - Phoenix, AZ 85027 22023 N. 20th Avenue - Phoenix, AZ 85027 Corporation Capitol Corporation Services, Inc. 206 E. 9th Street #1300 - Austin, TX 78701 206 E. 9th Street #1300 - Austin, TX 78701 Zachary J. Teegarden Vice President 623-889-7650 zteegarden@cscompanies.com Project Name: CHANDLER ARTERIAL CONGESTION MONITORING Page 2 City Project No.: ST2012.401; FEDERAL PROJECT NO.: CHN-0(247)D; ADOT NO.: T0265 01C Rev 4/22/2022 PROJECT DESCRIPTION: This project will install Anonymous Re-Identification Devices (ARID) and communication equipment to gauge traffic speeds and assist in identifying congestion on City streets. Currently, most East Valley municipalities have ARID devices. Installation of these ARID devices will facilitate the calculation of travel times within Chandler and across City boundaries. These ARID devices can also combine existing Arizona Department of Transportation (ADOT) freeway travel time data with the City's arterial data and disseminate travel time, speed, and congestion levels to the public in the form of an online map or arterial signs. The travel speed information will be integrated into the Regional Archive Database System (RADS) that will expand the congestion mapping. PROJECT LOCATION: The proposed work for the City of Chandler (City) Congestion Monitoring System (System) consists of the installation of Anonymous Re-Identification (ARID) devices and other related equipment at 83 major street intersections within the City Project Name: CHANDLER ARTERIAL CONGESTION MONITORING Page 3 City Project No.: ST2012.401; FEDERAL PROJECT NO.: CHN-0(247)D; ADOT NO.: T0265 01C Rev 4/22/2022 CONTRACT DOCUMENTS 2.1 CONTRACT DOCUMENTS The Contract between City and Contractor will consist of the following Contract Documents: 1. This Construction Services Contract and all of its Exhibits, including Project Plans and Technical Specifications. 2. General Conditions and General Conditions Appendices, incorporated by reference. 3. Project Specific Special Provisions as set forth in Exhibit A, incorporated by reference. 4. Project Bid Proposal. 2.2 In the event of any inconsistency, conflict, or ambiguity between or among the Contract Documents, the Contract Documents will take precedence as described in Section 14.1.4 of the General Conditions. 2.3 DEFINITIONS The definitions in Section 2 of the General Conditions apply to all the Contract Documents, including this Agreement. CONSTRUCTION SERVICES 3.1 GENERAL 3.1.1 Scope of Work. All terms and conditions are set forth in the Contract. Any terms and conditions and exceptions noted in the Contractor’s proposal or other documents do not apply unless agreed to in this Contract or an approved addendum. 3.1.2 Contractor agrees this is a Unit Price Contract. Contractor agrees at its own cost and expense, to do all Work necessary required to fully, timely and properly complete the construction of the Project in strict accordance with the Contract Documents in a good and workmanlike manner, free and clear of all claims, liens, and charges whatsoever, in the manner and under the conditions specified, within the Contract time. 3.1.3 Contractor must provide all of the labor and materials, and perform the Work in accordance with Section 4 of the General Conditions. Some, but not all, of the major components of the Construction Services and the corresponding subsections of Section 4 of the General Conditions are set forth below. 3.1.4 At all times relevant to this Contract and performance of the Work, the Contactor must fully comply with all Laws, Regulations, or Legal Requirements applicable to City, the Project Name: CHANDLER ARTERIAL CONGESTION MONITORING Page 4 City Project No.: ST2012.401; FEDERAL PROJECT NO.: CHN-0(247)D; ADOT NO.: T0265 01C Rev 4/22/2022 Project and the Contract, including, without limitation, those set forth on attached Exhibit A. 3.1.5 Contractor must perform the Work under this Contract using only those firms, team members and individuals designated by Contractor consistent with Contractor’s accepted Bid, or otherwise, approved by City pursuant to the General Conditions. No other entities or individuals may be used without the prior written approval of the Project Manager. 3.1.6 Contractor must comply with all terms and conditions of the General Conditions. 3.1.7 In the event of a conflict between this Contract and the General Conditions or an exhibit hereto or appendix thereto, the terms of this Contract will control. 3.1.8 Ownership of Work Product. Notwithstanding anything to the contrary in this Contract, all Work Product prepared or otherwise created in connection with the performance of this Contract, including the Work, are to be and remain the property of City. For purposes of this provision, “Work Product” will include all designs, drawings, plans, specifications, ideas, renderings and other information or matter, in whatever form created (e.g., electronic or printed) and in all media now known or hereinafter created. All Work Product will be considered Work Made for Hire as defined in the United States Copyright Act 17 U.S.C. § 101 (Copyright Act). If for any reason, any such Work is found not to be a Work Made for Hire, Contractor hereby transfers and assigns ownership of the copyright in such Work to City. The rights in this Section are exclusive to City in perpetuity. 3.2 CONTRACTOR’S PRE-CONTRACT AND PRE-WORK DELIVERABLES 3.2.1 The Contractor must provide the Deliverables in accordance with Section 4.2 of the General Conditions. 3.3 PRE-CONSTRUCTION CONFERENCE Contractor must attend the Pre-Construction Conference in accordance with Section 4.3 of the General Conditions. 3.4 PERFORMANCE OF THE WORK (INCLUDING FIELD MEASUREMENTS, SUBCONTRACTORS, AND SUPPLIERS) Contractor must perform the Work in accordance with Section 4.4 of the General Conditions. 3.5 CONTROL OF THE PROJECT SITE Contractor must control and maintain the Project Site in accordance with Section 4.5 of the General Conditions. Project Name: CHANDLER ARTERIAL CONGESTION MONITORING Page 5 City Project No.: ST2012.401; FEDERAL PROJECT NO.: CHN-0(247)D; ADOT NO.: T0265 01C Rev 4/22/2022 3.6 PROJECT SAFETY Contractor must implement and enforce Project safety in accordance with Section 4.6 of the General Conditions. 3.7 MATERIALS QUALITY, SUBSTITUTIONS AND SHOP DRAWINGS Contractor must provide materials testing and submit substitute materials and Shop Drawings in accordance with Section 4.7 of the General Conditions. 3.8 PROJECT RECORD DOCUMENTS Contractor must maintain and make available the Project Record Documents in accordance with Section 4.8 of the General Conditions. 3.9 WARRANTY AND CORRECTION OF DEFECTIVE WORK Contractor must provide warranties and correct defective Work in accordance with Section 4.9 of the General Conditions. CITY RESPONSIBILITIES 4.1 City will have the responsibilities, and provide the information specified in, and subject to the conditions set forth in, Section 5 of the General Conditions. CONTRACT TIME 5.1 GENERAL 5.1.1 The total Contract Duration is 180 Calendar Days (including Substantial Completion by 120 Calendars Days and Final Acceptance by 180 Calendar Days). 5.1.2 The Contract Time will start with the Notice to Proceed (NTP) and end with Final Acceptance, as set forth in Article 5.4 below. 5.1.3 The Contract Time will be as set forth in the Project Schedule. Contractor agrees that it will commence performance of the Work and complete the Project through Final Acceptance within the Contract Time. 5.1.4 Time is of the essence of this Contract for the Project, and for each phase and designated Milestone thereof. 5.1.5 Failure on the part of Contractor to adhere to the approved Project Schedule will be deemed a material breach and sufficient grounds for termination of this Contract by City. 5.2 PROJECT SCHEDULE Project Name: CHANDLER ARTERIAL CONGESTION MONITORING Page 6 City Project No.: ST2012.401; FEDERAL PROJECT NO.: CHN-0(247)D; ADOT NO.: T0265 01C Rev 4/22/2022 5.2.1 The Project Schedule will be updated and maintained throughout Contractor’s performance under this Contract in accordance with Section 6.2 of the General Conditions. 5.2.2 Work must be completed to meet the following milestones after the Notice to Proceed: Milestone Time Liquidated damages for delay 1. within days $ per calendar day 5.3 SUBSTANTIAL COMPLETION Substantial Completion must be achieved no later than the Substantial Completion Date set forth in the Project Schedule. Substantial Completion will be determined in accordance with Section 6.3 of the General Conditions. 5.4 FINAL ACCEPTANCE 5.4.1 Final Acceptance will be obtained within the time period set forth in the Project Schedule. 5.4.2 Final Acceptance will be issued pursuant to Section 6.5 of the General Conditions. 5.5 LIQUIDATED DAMAGES 5.5.1 Substantial Completion Liquidated Damages. Contractor acknowledges and agrees that if Contractor fails to obtain Substantial Completion of the Work within the Contract Time, City will sustain extensive damages and serious loss as a result of such failure. The exact amount of such damages will be extremely difficult to ascertain. Therefore, City and Contractor agree that if Contractor fails to achieve Substantial Completion of the Work within the Contract Time, City will be entitled to retain or recover from Contractor, as liquidated damages and not as a penalty, the sum per calendar day as indicated in MAG § 108.9. 5.5.2 Final Acceptance Liquidated Damages. For the same reasons set forth in Article 5.5.1 above, City and Contractor further agree that if Contractor fails to achieve Final Acceptance of the Work within the Contract Time, City will be entitled to retain or recover from Contractor, as liquidated damages and not as a penalty, the sum per calendar day as indicated in MAG § 108.9 commencing from the actual date of Substantial Completion or Final Acceptance as required under the Contract. 5.5.3 MAG Liquidated Damages. Liquidated damages provisions in MAG § 108.9 will apply. 5.5.4 City may deduct liquidated damages described in this Article 5.5 from any unpaid amounts then or thereafter due Contractor under this Agreement. Any liquidated damages not so deducted from any unpaid amounts due Contractor will be payable Project Name: CHANDLER ARTERIAL CONGESTION MONITORING Page 7 City Project No.: ST2012.401; FEDERAL PROJECT NO.: CHN-0(247)D; ADOT NO.: T0265 01C Rev 4/22/2022 to City at the demand of City, together with interest from the date of the demand at the highest lawful rate of interest payable by Contractor. 5.6 MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES ONLY 5.6.1 Contractor and City waive claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes. 1. Damages incurred by City for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and 2. Damages incurred by Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. 5.6.2 This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination of this Contract. Nothing contained in this Article 5 .6 will be deemed to preclude an award of liquidated damages, when applicable, in accordance with Article 5.5 above. 5.6.3 Nothing herein will be deemed to constitute a waiver of any other remedy available to City in the event of Contractor’s default under this Contract prior to full performance of the Work including, as applicable, specific performance or completion of the Work on behalf of Contractor, the cost and expense of which will be offset against any monies then or thereafter due to Contractor (if any) and otherwise immediately reimbursed to City by Contractor. CONTRACT PRICE 6.1 CONTRACT PRICE 6.1.1 In exchange for Contractor’s full, timely, and acceptable performances and construction of the Work under this Contract, and subject to all of the terms of this Contract, City will pay Contractor the “Contract Price,” which is $1,312,469. 6.1.2 The Contract Price is all-inclusive and specifically includes all fees, cost, insurance and bond premiums, and taxes of any type necessary to fully, properly and timely perform and construct Work. 6.2 CHANGES TO CONTRACT PRICE Shall be determined under Section 9 of the General Conditions. Project Name: CHANDLER ARTERIAL CONGESTION MONITORING Page 8 City Project No.: ST2012.401; FEDERAL PROJECT NO.: CHN-0(247)D; ADOT NO.: T0265 01C Rev 4/22/2022 PAYMENT Payments will be made to Contractor in accordance with Section 8 of the General Conditions. CHANGES TO THE CONTRACT Changes to the Contract may be made in strict accordance with Section 9 of the General Conditions. SUSPENSION AND TERMINATION This Contract may be suspended or terminated in accordance with Section 10 of the General Conditions. INSURANCE AND BONDS 10.1 Contractor must provide insurance in accordance with Sections 11.1 through 11.3 of the General Conditions. Contractor must provide proof of such insurance and all required endorsements in forms acceptable to City prior to commencing any Work under this Contract. 10.2 Contractor must provide performance and payment bonds to City in Accordance with Section 11.4 of the General Conditions and A.R.S. § 34-222. 10.3 Failure to provide proof of insurance and the required endorsements, or the required bonds, in forms acceptable to City, will be a material breach and grounds for termination for cause of this Contract. INDEMNIFICATION Contractor must have and assume the indemnity obligations set forth in Section 12 of the General Conditions. DISPUTE RESOLUTION Any claims or disputes relating to this Contract will be resolved according to the dispute resolution process set forth in Section 13 of, and Appendix 6 to, the General Conditions. SIGNATURE PAGE TO FOLLOW Zachary J. Teegarden Vice President zteegarden@cscompanies.com