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Project Name: PRICE ROAD FRONTAGE ROAD SEWER REHABILITATION
Page i
Project No.: WW2210.401
Rev 8/15/2023
CITY OF CHANDLER, ARIZONA
PRICE ROAD FRONTAGE ROAD SEWER
REHABILITATION
CITY PROJECT NO. WW2210.401
CONSTRUCTION SERVICES AGREEMENT
(CONSTRUCTION MANAGER AT RISK)
__________________________________________________
Kimberly Moon, P.E.
CIP City Engineer
Digitally signed by Kimberly Moon
DN: C=US,
E=Kimberly.Moon@ChandlerAZ.gov,
O=City of Chandler, OU=Capital
Projects Division, CN=Kimberly Moon
Date: 2023.08.24 11:52:43-07'00'
Project Name: PRICE ROAD FRONTAGE ROAD SEWER REHABILITATION
Page ii
Project No.: WW2210.401
Rev 8/15/2023
CITY OF CHANDLER, ARIZONA
PRICE ROAD FRONTAGE ROAD SEWER REHABILITATION
CITY PROJECT NO.: WW2210.401
TABLE OF CONTENTS
PARTICIPANTS AND PROJECT .............................................................................. 1
AGREEMENT DOCUMENTS .................................................................................. 3
PRE-CONSTRUCTION SERVICES ........................................................................... 3
CONSTRUCTION SERVICES ................................................................................... 3
CITY RESPONSIBILITIES ........................................................................................ 5
AGREEMENT TIME ................................................................................................ 5
AGREEMENT PRICE ............................................................................................... 8
FORCED LABOR OF ETHNΖ& UYCHURS PROHIBITED ........................................ 8
EXHIBIT A – PROJECT SPECIFIC SPECIAL PROVISIONS .................................................... SP-1
EXHIBIT B – GENERAL CONDITIONS ................................................................................ GC-1
EXHIBIT C – TECHNICAL SPECIFICATIONS ........................................................................ TS-1
EXHIBIT D – ACCEPTED GMP/PRICE PROPOSAL .......................................................... GMP-1
EXHIBIT E – SUBCONTRACTOR’S LIST FORM ................................................................. SUB-1
EXHIBIT F – GIS / GPS DATA DELIVERY REQUIREMENTS (IF APPLICABLE) .................... GIS-1
Project Name: PRICE ROAD FRONTAGE ROAD SEWER REHABILITATION
Page 1
Project No.: WW2210.401
Rev. 8/15/2023
CONSTRUCTION MANAGER AT RISK
CONSTRUCTION SERVICES AGREEMENT
PROJECT NO.: WW2210.401
This Agreement (the “AGREEMENT”) is made and entered into on the ______day of _______________,
2023, (“Effective Date”) by and between City of Chandler, an Arizona municipal corporation,
hereinafter called “City” and B&F Contracting, Inc. the “Construction Manager at Risk” or
“CM@Risk” designated below (City and CM@Risk may individually be referred to as “Party”
and collectively referred to as “Parties”).
City and CM@Risk agree as follows:
PARTICIPANTS AND PROJECT
CITY:
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: Scott Riter
Public Works & Utilities Department
P.O. Box 4008, Mail Stop 407 Chandler, AZ 85244-4008
Phone: 480-782-3328
Email:
scott.riter@chandleraz.gov
CM@RISK:
Legal Company Name:
B&F Contracting, Inc.
Mailing Address:
11011 N. 23rd Avenue, Phoenix, AZ 85029
Physical Address:
11011 N. 23rd Avenue, Phoenix, AZ 85029
Arizona Roc No.:
089744
Federal Tax Id No.:
86-0677300
State Where Organized:
Arizona
Business Organization:
Corporation
Statutory Agent Name:
Bruce W. Balls
Statutory Agent Mailing Address:
1717 W. Mandalay Lane, Phoenix, AZ 85023
Statutory Agent Physical Address: 1717 W. Mandalay Lane, Phoenix, AZ 85023
CM@Risk’s Authorized Project Representative:
Name:
Josh Onstott
Title:
Executive Director
Phone:
623-238-3792
Email:
jonstott@bfcontracting.com
Project Name: PRICE ROAD FRONTAGE ROAD SEWER REHABILITATION
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Project No.: WW2210.401
Rev. 8/15/2023
PROJECT DESCRIPTION:
Price Road Frontage Road Sewer Rehabilitation
PROJECT LOCATION:
Price Road Frontage Road between Pecos Road and Elliot Road
Project Name: PRICE ROAD FRONTAGE ROAD SEWER REHABILITATION
Page 3
Project No.: WW2210.401
Rev. 8/15/2023
AGREEMENT DOCUMENTS
2.1
AGREEMENT DOCUMENTS
The Agreement between City and CM@Risk will consist of the following Agreement
Documents:
1.
This Construction Services Agreement 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. Accepted GMP/Price Proposal as set forth in Exhibit D, incorporated by reference.
2.2
In the event of any inconsistency, conflict, or ambiguity between or among the
Agreement Documents, the Agreement Documents will take precedence as described in
Section 14.1.4 of the General Conditions.
2.3
DEFINITIONS
The definitions in Sections 2 and 15 of the General Conditions apply to all the
Agreement Documents, including this Agreement.
PRE-CONSTRUCTION SERVICES
Although CM@Risk has performed Pre-Construction Services pursuant to a separate
Agreement between City and CM@Risk, the completion, quality and accuracy of those services
and the deliverables provided by City thereunder directly impact CM@Risk’s performance of
its obligations under this Agreement. Therefore, all of CM@Risk’s obligations, duties, and
warranties in relation to Pre-Construction Services and deliverables survive completion of the
Pre-Construction Services Agreement and are incorporated herein. Any breach of any of
CM@Risk’s duties, obligations, or warranties under the Pre-Construction Services Agreement
will likewise be considered a breach of this Agreement.
CONSTRUCTION SERVICES
4.1
GENERAL
4.1.1
CM@Risk agrees at its own cost and expense, to do all work necessary and required to
fully, timely and properly complete the construction of the Project in strict accordance
with the Agreement 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, and within the schedule, stated in attached Exhibit A.
Project Name: PRICE ROAD FRONTAGE ROAD SEWER REHABILITATION
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Project No.: WW2210.401
Rev. 8/15/2023
4.1.2
CM@Risk 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.
4.1.3
This is an Agreement for complete construction services in accordance with the
Construction Manager at Risk method of delivery of construction services. CM@RISK has
participated in the design process and been an active member of the Project Design
Team and is fully aware of any issues and constraints involved in this Construction
Project.
4.1.4
CM@RISK is the CITY’s fiduciary responsible for undertaking all necessary action
contemplated under the Agreement documents to construct the Project and ensure
timely and quality completion of the Project at a cost within the Guaranteed Maximum
Price (GMP).
4.1.5
At all times relevant to this Agreement and performance of the Work, the CM@Risk must
fully comply with all Laws, Regulations, or Legal Requirements applicable to City, the
Project and the Agreement,
including, without limitation, those set forth on attached
Exhibit A.
4.1.6
CM@Risk must perform the Work under this Agreement using only those firms, team
members and individuals designated by CM@Risk consistent with the Statement of
Qualifications dated June 22, 2022, the GMP Proposal, or otherwise approved by City
pursuant to the General Conditions. No other entities or individuals may be used without
prior approval of the Project Manager
4.1.7
CM@Risk will comply with all terms and conditions of the General Conditions.
4.1.8
In the event of a conflict between this Agreement and the General Conditions or an exhibit
hereto or appendix thereto, the terms of this Agreement will control.
4.1.9
Ownership of Work Product. Notwithstanding anything to the contrary in this
Agreement, all Work Product prepared or otherwise created in connection with the
performance of this Agreement, 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, CM@Risk hereby transfers and assigns ownership of the
copyright in such Work to City. The rights in this Section are exclusive to City in perpetuity.
Project Name: PRICE ROAD FRONTAGE ROAD SEWER REHABILITATION
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Project No.: WW2210.401
Rev. 8/15/2023
4.2
CM@RISK’S PRE-AGREEMENT AND PRE-WORK DELIVERABLES
4.2.1
The CM@Risk must provide the Deliverables in accordance with Section 4.2 of the
General Conditions.
4.3
PRE-CONSTRUCTION CONFERENCE
Refer to Section 4.3 of the General Conditions.
4.4
PERFORMANCE
OF
THE
WORK
(INCLUDING
FIELD
MEASUREMENTS,
SUBCONTRACTORS, AND SUPPLIERS)
Refer to Section 4.4 of the General Conditions.
4.5
CONTROL OF THE PROJECT SITE
Refer to Section 4.5 of the General Conditions.
4.6
PROJECT SAFETY
Refer to Section 4.6 of the General Conditions.
4.7
MATERIALS QUALITY, SUBSTITUTIONS AND SHOP DRAWINGS
Refer to Section 4.7 of the General Conditions.
4.8
PROJECT RECORD DOCUMENTS
Refer to Section 4.8 of the General Conditions.
4.9
WARRANTY AND CORRECTION OF DEFECTIVE WORK
Refer to Section 4.9 of the General Conditions.
CITY RESPONSIBILITIES
5.1
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.
AGREEMENT TIME
6.1
GENERAL
6.1.1
The Agreement Duration is 340 Calendar Days.
6.1.2
The Agreement Time will start with the Notice to Proceed (NTP) and end with Final
Acceptance, as set forth in Article 6.4 below. The Notice to Proceed cannot be issued until
approval and acceptance by City of the GMP or Fixed Price.
Project Name: PRICE ROAD FRONTAGE ROAD SEWER REHABILITATION
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Project No.: WW2210.401
Rev. 8/15/2023
6.1.3
The Agreement Time will be as set forth in the Project Schedule. CM@Risk agrees that
it will commence performance of the Work and complete the Project through Final
Acceptance within the Agreement Time.
6.1.4
Time is of the essence of this Agreement for the Project, and for each phase and
designated Milestone thereof.
6.2
PROJECT SCHEDULE
6.2.1
The Project Schedule approved as part of the GMP Proposal and incorporated herein as
part of the attached Exhibit D must be updated and maintained throughout CM@Risk’s
performance under this Agreement in accordance with Section 6.2 of the General
Conditions.
6.2.2
Failure on the part of CM@Risk to adhere to the approved Project Schedule will be
deemed a material breach and sufficient grounds for termination of this Agreement by
City.
6.2.3
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
6.3
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.
6.4
FINAL ACCEPTANCE
6.4.1
Final Acceptance will be obtained within the time period set forth in the Project Schedule.
6.4.2
Final Acceptance will be issued pursuant to Section 6.5 of the General Conditions.
6.5
LIQUIDATED DAMAGES
6.5.1
Substantial Completion Liquidated Damages. CM@Risk acknowledges and agrees that
if CM@Risk fails to obtain Substantial Completion of the Work within the Agreement
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 CM@Risk agree that if CM@Risk fails to achieve Substantial Completion of the Work
within the Agreement Time, City will be entitled to retain or recover from CM@Risk, as
Project Name: PRICE ROAD FRONTAGE ROAD SEWER REHABILITATION
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Project No.: WW2210.401
Rev. 8/15/2023
liquidated damages and not as a penalty, the sum per calendar day as indicated in MAG
§ 108.9.
6.5.2
Final Acceptance Liquidated Damages. For the same reasons set forth in Article 6.5.1
above, City and CM@Risk further agree that if CM@Risk fails to achieve Final Acceptance
of the Work within the Agreement Time, City will be entitled to retain or recover from
CM@Risk, 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 Agreement.
6.5.3
MAG Liquidated Damages. If no liquidated damages are specified in Articles 6.5.1 or 6.5.2
above, then the liquidated damages provisions in MAG § 108.9 will apply.
6.5.4
City may deduct liquidated damages described in this Article 6.5 from any unpaid
amounts then or thereafter due CM@Risk under this Agreement. Any liquidated damages
not so deducted from any unpaid amounts due CM@Risk will be payable 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 CM@Risk.
6.6
MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES ONLY
6.6.1
CM@Risk and City waive claims against each other for consequential damages arising
out of or relating to this Agreement. This mutual waiver includes:
6.6.1.1 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
6.6.1.2 Damages incurred by CM@Risk 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.
6.6.2
This mutual waiver is applicable, without limitation, to all consequential damages due
to either Party’s termination of this Agreement. Nothing contained in this Article 6.6
will be deemed to preclude an award of liquidated damages, when applicable, in
accordance with Article 6.5 above.
6.6.3
Nothing herein will be deemed to constitute a waiver of any other remedy available to
City in the event of CM@Risk’s default under this Agreement prior to full performance of
the Work including, as applicable, specific performance or completion of the Work on
behalf of CM@Risk, the cost and expense of which will be offset against any monies
then or thereafter due to CM@Risk (if any) and otherwise immediately reimbursed to
City by CM@Risk.
Project Name: PRICE ROAD FRONTAGE ROAD SEWER REHABILITATION
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Project No.: WW2210.401
Rev. 8/15/2023
AGREEMENT PRICE
7.1
AGREEMENT PRICE
7.1.1
In exchange for CM@Risk’s full, timely, and acceptable performances and construction of
the Work under this Agreement, and subject to all of the terms of this Agreement, City
will pay CM@Risk the “Agreement Price,” which:
The sum of the CM@Risk’s Fee and reimbursable Cost of the Work, as defined in Section
15 of the General Conditions, which the CM@Risk guarantees will not exceed the GMP
set forth in Exhibit D in the amount of $14,255,102.98. Costs which would cause the
GMP to be exceeded must be paid by CM@Risk without reimbursement from City.
7.1.2
The Agreement Price is all-inclusive and specifically includes all fees, cost, insurance and
bond premiums, allowances, construction contingency, owner’s contingency, and taxes
of any type necessary to fully, properly and timely perform and construct Work.
7.2
CHANGES TO AGREEMENT PRICE
Shall be determined under Section 9 of the General Conditions.
FORCED LABOR OF ETHNIC UYGHURS PROHIBITED
8.1
FORCED LABOR OF ETHNIC UYGHURS PROHIBITED. By entering into this
Agreement, Contractor certifies and agrees Contractor does not currently use and
will not use for the term of this Agreement: (i) the forced labor of ethnic Uyghurs in
the People's Republic of China; or (ii) any goods or services produced by the forced
labor of ethnic Uyghurs in the People's Republic of China; or (iii) any contractors,
subcontractors or suppliers that use the forced labor or any goods or services
produced by the forced labor of ethnic Uyghurs in the People's Republic of China.
SIGNATURE PAGE TO FOLLOW
Project Name: PRICE ROAD FRONTAGE ROAD SEWER REHABILITATION
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Project No.: WW2210.401
Rev. 8/15/2023
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement through their duly authorized
representatives and bind their respective entitles as of the effective date.
“CITY” CITY OF CHANDLER
MAYOR
RECOMMENDED BY:
Kimberly Moon, P.E.
CIP City Engineer
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
Seal
“CM@Risk”
B&F Contracting, Inc.
Signature
Date
Print Name
Title
Signer Email Address
08/22/23
Joshua Onstott
Executive Director
jonstott@bfcontracting.com
Digitally signed by Kimberly Moon
DN: C=US, E=Kimberly.Moon@ChandlerAZ.gov,
O=City of Chandler, OU=Capital Projects Division,
CN=Kimberly Moon
Date: 2023.08.24 11:53:05-07'00'