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Page i
Project Name: CHANDLER LOCAL DETECTION AND COMMUNICATION SYSTEMS
City Project No.:
ST2209.401; Federal No.: CHN-0(253)D;
ADOT No.: T040101X
Rev.1/18/2023
CITY OF CHANDLER, ARIZONA
PUBLIC WORKS & UTILITIES DEPARTMENT
CAPITAL PROJECTS DIVISION
CONSTRUCTION AGREEMENT
CHANDLER LOCAL DETECTION AND
COMMUNICATION SYSTEMS
CITY PROJECT NO.: ST2209.401;
Federal No.: CHN-0(253)D; ADOT No.: T040101X
MAYOR
Kevin Hartke
VICE MAYOR
Matt Orlando
COUNCIL
OD Harris Christine Ellis
Mark Stewart Angel Encinas Jane Poston
__________________________________________________
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: 2023.09.08 11:44:15-07'00'
Page ii
Project Name: CHANDLER LOCAL DETECTION AND COMMUNICATION SYSTEMS
City Project No.: ST2209.401; Federal No.: CHN-0(253)D; ADOT No.: T040101X Rev.1/6/2023
CITY OF CHANDLER, ARIZONA
CHANDLER LOCAL DETECTION AND COMMUNICATION SYSTEMS
CITY PROJECT NO.: ST2209.401; Federal No.: CHN-0(253)D; ADOT No.: T040101X
TABLE OF CONTENTS
PARTICIPANTS AND PROJECT .......................................................................... C-1
AGREEMENT DOCUMENTS .............................................................................. C-3
CONSTRUCTION SERVICES ............................................................................... C-3
CITY RESPONSIBILITIES .................................................................................... C-4
AGREEMENT TIME ............................................................................................ C-5
AGREEMENT PRICE ........................................................................................... C-7
PAYMENT .......................................................................................................... C-7
CHANGES TO THE AGREEMENT ....................................................................... C-7
SUSPENSION AND TERMINATION .................................................................. C-7
INSURANCE AND BONDS ............................................................................... C-7
INDEMNIFICATION ......................................................................................... C-8
DISPUTE RESOLUTION ................................................................................... C-8
FORCED LABOR OF ETHNIC UYGHURS PROHIBITED .................................. 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
Page 1
Project Name: CHANDLER LOCAL DETECTION AND COMMUNICATION SYSTEMS
City Project No.: ST2209.401; Federal No.: CHN-0(253)D; ADOT No.: T040101X Rev 1/18/2023
CONSTRUCTION SERVICES AGREEMENT
PROJECT NO.: ST2209.401; Federal No.: CHN-0(253)D; ADOT No.: T040101X
This Agreement (“Agreement”) is made and entered into on the _______ day of
_________________, 2023, by and between City of Chandler, an Arizona municipal corporation,
hereinafter called “City” and CS Construction, Inc. 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:
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: Raymond Potts
Public Works & Utilities Department
P.O. Box 4008, Mail Stop 407 Chandler, AZ 85244-4008
Phone: 480-782-3326 Email: Raymond.potts@chandleraz.gov
Contractor: Legal Company Name:
CS Construction, Inc.
Mailing Address:
22023 N. 20th Ave., Phoenix AZ 85027
Physical Address:
Same
Arizona Roc No.:
C-11 Electrical 29014/A-General Engineering 071662
Federal Tax Id No.:
86-0395588
State Where Organized:
Arizona
Business Organization:
Corporation
Statutory Agent Name:
Capital Corporation Services, Inc.
Statutory Agent Mailing Address:
206 E. 9th St., #1300 Austin, TX 78701
Statutory Agent Physical Address: same
Contractor’s Authorized Project Representative:
Name:
Zachary J. Teegarden
Title:
Vice President
Phone:
623-889-7650
Email:
zteegarden@cscompanies.com
Page 2
Project Name: CHANDLER LOCAL DETECTION AND COMMUNICATION SYSTEMS
City Project No.: ST2209.401; Federal No.: CHN-0(253)D; ADOT No.: T040101X Rev 1/18/2023
PROJECT DESCRIPTION:
This project will install new signal detection equipment at 13 intersections and communication
systems at 10 intersections within the City of Chandler. This equipment will provide enhanced
vehicle and bicycle detection, monitoring capabilities and improve network systems.
PROJECT LOCATION:
Various Locations
Page 3
Project Name: CHANDLER LOCAL DETECTION AND COMMUNICATION SYSTEMS
City Project No.: ST2209.401; Federal No.: CHN-0(253)D; ADOT No.: T040101X Rev 1/18/2023
AGREEMENT DOCUMENTS
2.1
AGREEMENT DOCUMENTS
The Agreement between City and Contractor 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.
Project Bid Proposal.
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 Section 2 of the General Conditions apply to all the Agreement
Documents, including this Agreement.
CONSTRUCTION SERVICES
3.1
GENERAL
3.1.1
Scope of Work. All terms and conditions are set forth in the Agreement. Any terms
and conditions and exceptions noted in the Contractor’s proposal or other
documents do not apply unless agreed to in this Agreement or an approved
addendum.
3.1.2
Contractor agrees this is a Unit Price Agreement. 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 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, within the Agreement
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 Agreement and performance of the Work, the Contactor
must fully comply with all Laws, Regulations, or Legal Requirements applicable to City,
Page 4
Project Name: CHANDLER LOCAL DETECTION AND COMMUNICATION SYSTEMS
City Project No.: ST2209.401; Federal No.: CHN-0(253)D; ADOT No.: T040101X Rev 1/18/2023
the Project and the Agreement,
including, without limitation, those set forth on
attached Exhibit A.
3.1.5
Contractor must perform the Work under this Agreement 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 Agreement and the General Conditions or an
exhibit hereto or appendix thereto, the terms of this Agreement will control.
3.1.8
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, 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-AGREEMENT 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.
Page 5
Project Name: CHANDLER LOCAL DETECTION AND COMMUNICATION SYSTEMS
City Project No.: ST2209.401; Federal No.: CHN-0(253)D; ADOT No.: T040101X Rev 1/18/2023
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.
AGREEMENT TIME
5.1
GENERAL
5.1.1
The total Agreement Duration is 150 Calendar Days (including Substantial Completion
by 90 Calendars Days and Final Acceptance by 150 Calendar Days).
5.1.2
The Agreement 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 Agreement 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 Agreement Time.
5.1.4
Time is of the essence of this Agreement 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
Agreement by City.
Page 6
Project Name: CHANDLER LOCAL DETECTION AND COMMUNICATION SYSTEMS
City Project No.: ST2209.401; Federal No.: CHN-0(253)D; ADOT No.: T040101X Rev 1/18/2023
5.2
PROJECT SCHEDULE
5.2.1
The Project Schedule will be updated and maintained throughout Contractor’s
performance under this Agreement 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
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 Contractor agree that if Contractor fails to achieve
Substantial Completion of the Work within the Agreement 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 Agreement 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 Agreement.
5.5.3
MAG Liquidated Damages. Liquidated damages provisions in MAG § 108.9 will apply.
Page 7
Project Name: CHANDLER LOCAL DETECTION AND COMMUNICATION SYSTEMS
City Project No.: ST2209.401; Federal No.: CHN-0(253)D; ADOT No.: T040101X Rev 1/18/2023
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
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 Agreement. 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 Agreement. 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 Agreement 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.
AGREEMENT PRICE
6.1
AGREEMENT PRICE
6.1.1
In exchange for Contractor’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 Contractor the “Agreement Price,” which is $699,942.
6.1.2
The Agreement 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.
Page 8
Project Name: CCity Project No.: City Project No.: ST2209.401; Federal No.: CHN-0(253)D;
ADOT No.: T040101X Rev 1/18/2023
6.2
CHANGES TO AGREEMENT PRICE
Shall be determined under Section 9 of the General Conditions.
PAYMENT
Payments will be made to Contractor in accordance with Section 8 of the General Conditions.
CHANGES TO THE AGREEMENT
Changes to the Agreement may be made in strict accordance with Section 9 of the
General Conditions.
SUSPENSION AND TERMINATION
This Agreement 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 Agreement.
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 Agreement.
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 Agreement will be resolved according to the dispute
resolution process set forth in Section 13 of, and Appendix 6 to, the General Conditions.
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.
Page 9
Project Name: CHANDLER LOCAL DETECTION AND COMMUNICATION SYSTEMS
City Project No.: ST2209.401; Federal No.: CHN-0(253)D; ADOT No.: T040101X Rev 1/18/2023
SIGNATURE PAGE TO FOLLOW
Page 10
Project Name: CHANDLER LOCAL DETECTION AND COMMUNICATION SYSTEMS
City Project No.: ST2209.401; Federal No.: CHN-0(253)D; ADOT No.: T040101X Rev 1/18/2023
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
“CONTRACTOR”
CS Construction, Inc.
Signature
Date
Print Name
Title
Signer Email Address
Zach Teegarden
Vice President
zteegarden@cscompanies.com
09/07/2023
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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: 2023.09.08 11:44:41-07'00'