Agreement - PCL Construction

CITY OF CHANDLER, ARIZONA

WATER FACILITIES OPTIMIZATION
IMPROVEMENTS - FRYE ROAD WATER
PRODUCTION FACILITY
REHABILITATION

CITY PROJECT NO. WA2105.402

CONSTRUCTION SERVICES AGREEMENT
(CONSTRUCTION MANAGER AT RISK)

(Dut haben

Daniel Haskins, P.E.
CIP City Engineer

Project Name: Water Facilities Optimization Improvements - Frye Road Water Production Facility Rehabilitation Page i
Project No.: WA2105.402
Rev 1-16-2024

CITY OF CHANDLER, ARIZONA
Water Facilities Optimization Improvements

Frye Road Water Production Facility Rehabilitation
CITY PROJECT NO.: WA2105.402

TABLE OF CONTENTS

ARTICLE 1 - PARTICIPANTS AND PROJECT............cscsssscecessesssssssssssscsesesscsesesscseeseecensauscesssnsenses 1
ARTICLE 2 - AGREEMENT DOCUMENTS ................sscscssossssssssssesessesesseseesesesesessesnssesesssecsusseensecs 3
ARTICLE 3 - PRE-CONSTRUCTION SERVICES .........---sssscsssssssssssssesessesesseseseesssssesssscsssscssssvessecees 3
ARTICLE 4 - CONSTRUCTION SERVICEG.............sssssssssscsssssssssrscsesesssarsesesesesssesusesssssuacscsesseenens 3
ARTICLE 5 - CITY RESPONSIBILITIES.............csssssscesesesecesessssecesesssassesesecesesssesseseaesesesseeseenseesees 5
ARTICLE 6 - AGREEMENT TIME .............ccscsssssscscecesesesecesesecssscseacsesecsescsecesesesesesssnssesesssessssssnszes 5
ARTICLE 7 - AGREEMENT PRICE..............sssscsssessssecesecessesecseseesssesscsesassesseseseeseseseensscenssesssscasseeses 8
ARTICLE 8 - FORCED LABOR OF ETHNIC UYGHURS PROHIBITED ...........cssssssssssssssesseeessesees 8

EXHIBIT A - PROJECT SPECIFIC SPECIAL PROVISIONS
EXHIBIT B - GENERAL CONDITIONG............cscscssssesssecesesesecsesescsesesacsesesesesesesesssseseseseeneeees

EXHIBIT F - GIS / GPS DATA DELIVERY REQUIREMENTS (IF APPLICABLE)..............0.000 GIS-1
EXHIBIT G - SUBCONTRACTOR DOCUMENTS WITH CMG@RISK ............sssesesesssesssseees SUBS-1

Project Name: Water Facilities Optimization Improvements - Frye Road Water Production Facility Rehabilitation Page ii
Project No.: WA2105.402
Rev 1-16-2024

CONSTRUCTION MANAGER AT RISK
CONSTRUCTION SERVICES AGREEMENT
PROJECT NO.: WA2105.402

This Agreement (the “AGREEMENT”) is made and entered into on the day of

2024, (“Effective Date”) by and between City of Chandler, an Arizona municipal corporation,
hereinafter called “City” and PCL Construction, 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:
ARTICLE 1 - PARTICIPANTS AND PROJECT

CITY: CIP City Engineer: Daniel Haskins, P.E.
Public Works & Utilities Department
P.O. Box 4008, Mail Stop 407 Chandler, AZ 85244-4008
Phone: 480-782-3335 Email: Daniel.haskins@chandleraz.gov

CITY: Construction Project Manager: Russ Slotnick
Public Works & Utilities Department
P.O. Box 4008, Mail Stop 407 Chandler, AZ 85244-4008
Phone: 480-782-3411 Email: russ.slotnick@chandleraz.gov

CM@RISK: Legal Company Name: PCL Construction, Inc.
Mailing Address: 1711 W. Greentree Dr., Suite 201, Tempe, AZ 85284
Physical Address: 1711 W. Greentree Dr., Suite 201, Tempe, AZ 85284
Arizona Roc No.: 215820
Federal Tax Id No.: 20-3598843

State Where Organized: Colorado

Business Organization: Corporation
Statutory Agent Name: National Registered Agents, Inc.

3800 N. Central Ave., Suite 460,
Statutory Agent Mailing Address: Phoenix, AZ 85012

3800 N. Central Ave., Suite 460,
Statutory Agent Physical Address: Phoenix, AZ 85012

CM@Risk’s Authorized Project Representative:

Name: Kevin Roach

Title: Project Manager

Phone: 480-797-7107

Email: _kroach@pcl.com

Project Name: Water Facilities Optimization Improvements - Frye Road Water Production Facility Rehabilitation Page 1
Project No.: WA2105.402
Rev. 1/16/2024

PROJECT DESCRIPTION:

Rehabilitation of the Frye Road Water Production Facility.

PROJECT LOCATION:

592 W. Frye Road, Chandler, AZ 85225.

Project Name: Water Facilities Optimization Improvements - Frye Road Water Production Facility Rehabilitation Page 2
Project No.: WA2105.402
Rev. 1/16/2024

ARTICLE 2 - AGREEMENT DOCUMENTS

21 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.

ARTICLE 3 - 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.

ARTICLE 4 - CONSTRUCTION SERVICES

41 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.

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Project No.: WA2105.402
Rev. 1/16/2024

4.1.2

4.1.3

4.1.6

4.1.8

4.1.9

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.

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.

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).

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.

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 April 12, 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

CM@Risk will comply with all terms and conditions of the General Conditions.

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.

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.

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Project No.: WA2105.402
Rev. 1/16/2024

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.

44 PERFORMANCE OF THE WORK (INCLUDING FIELD MEASUREMENTS,
SUBCONTRACTORS, AND SUPPLIERS)

Refer to Section 4.4 of the General Conditions.

45 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.

48 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.

ARTICLE 5 - 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.
ARTICLE 6 - AGREEMENT TIME

6.1 GENERAL

6.1.1. The Agreement Duration is 570 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.

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Project No.: WA2105.402
Rev. 1/16/2024

6.2

6.2.1

6.2.2

6.2.3

6.3

6.4

6.4.1

6.4.2

6.5

6.5.1

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.

Time is of the essence of this Agreement for the Project, and for each phase and
designated Milestone thereof.

PROJECT SCHEDULE

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.

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.
Work must be completed to meet the following milestones after the Notice to Proceed:

Milestone Time Liquidated damages for delay

1. n/a n/a n/a

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.

FINAL ACCEPTANCE
Final Acceptance will be obtained within the time period set forth in the Project Schedule.
Final Acceptance will be issued pursuant to Section 6.5 of the General Conditions.

LIQUIDATED DAMAGES

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: Water Facilities Optimization Improvements - Frye Road Water Production Facility Rehabilitation Page 6
Project No.: WA2105.402
Rev. 1/16/2024

6.5.2

6.5.3

6.5.4

6.6

6.6.1

6.6.1.1

6.6.1.2

6.6.2

6.6.3

liquidated damages and not as a penalty, the sum per calendar day as indicated in MAG
§ 108.9.

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.

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 8 108.9 will apply.

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.

MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES ONLY

CM@Risk and City waive claims against each other for consequential damages arising
out of or relating to this Agreement. This mutual waiver includes:

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

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.

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.

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: Water Facilities Optimization Improvements - Frye Road Water Production Facility Rehabilitation Page 7
Project No.: WA2105.402
Rev. 1/16/2024

ARTICLE 7 - AGREEMENT PRICE

7.1

7.1.1

7.2

8.1

AGREEMENT PRICE

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 $3,849,574. Costs which would cause the GMP
to be exceeded must be paid by CM@Risk without reimbursement from City.

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.

CHANGES TO AGREEMENT PRICE
Shall be determined under Section 9 of the General Conditions.

ARTICLE 8 - FORCED LABOR OF ETHNIC UYGHURS PROHIBITED

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: Water Facilities Optimization Improvements - Frye Road Water Production Facility Rehabilitation Page 8
Project No.: WA2105.402
Rev. 1/16/2024

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 “CM@Risk”

V7
MAYOR Signature Date
RECOMMENDED BY: $ :
Print Name .
President

(Oud Mahe

Daniel Haskins, P.E. Title

CIP City Engineer .
a AZT pou. Lom

APPROVED AS TO FORM: Signer Email Address

City Attorney 4 a —

Assistant Secretary

ATTEST:

City Clerk Seal
Project Name: Water Facilities Optimization Improvements - Frye Road Water Production Facility Rehabilitation Page 9

Project No.: WA2105.402
Rev. 1/16/2024

EXHIBIT A

PROJECT SPECIFIC
SPECIAL PROVISIONS

4.2.7 Aerial Construction Photography
General Conditions Section 4 Subsections 4.2.7.1 & 4.2.7.2 are not applicable to this
project.

4.2.8 Government Approvals and Permits
General Conditions Section 4 Subsection 4.2.8.1, City permit fees will be paid internally
by the City and all other fees will be the responsibility of the Contractor.

Project Name: Water Facilities Optimization Improvements - Frye Road Water Production Facility Rehabilitation Page SP-1
Project No.: WA2105.402
Rev. 1/16/2024

EXHIBIT B

GENERAL CONDITIONS

Project Name: Water Facilities Optimization Improvements - Frye Road Water Production Facility Rehabilitation Page GC-1
Project No.: WA2105.402
Rev. 10/23/23

GENERAL CONDITIONS

Approved date: July 20, 2022

TABLE OF CONTENTS

SECTION 1 - SCOPE OF THESE GENERAL CONDITIONG...........:cscsscsssssesesssseeeseesseseesseaesenaeseeseeaeeneneseenensenaneas 3
SECTION 2 - GENERAL DEFINITIONS ...........ccccscosssesseessesnesessesessessesseneeueaeseenenneneeseeseeaseesaeneesessecnenaneseenaneaneas 3
SECTION 3 - STANDARD SPECIFICATIONS AND DETAILG............cscscsessssseseesnsneneeneeeseetenensesenanaeaeanneneeaeeenas 7
SECTION 4 - CONTRACTOR'S RESPONSIBILITIES FOR CONSTRUCTION SERVICES ..........2ce+ssstessseseeeeeeees 8
SECTION 5 - CITY RESPONSIBILITIES ..........cssssssssessssessessseestesesesseseeseseesseneseeaeeaecaeseeseeasesaeneeeeeassenaenesnensens 27
SECTION 6 - AGREEMENT TIME...........ccsssssssessseessesteseesessnsassessesesaesnesusecsesneaecaeeansannensenaenesasseeseeseseseanensananae 29
SECTION 7 - AGREEMENT PRICE...........:secsssssesrseessesteseesesssssesesseseeneseesesneneseeaecaeeaseaesecseeasaenaenecaeeaeaeeenaneenanae 35

SECTION 8 - PAYMENT... 35
SECTION 9 - CHANGES TO THE AGREEMENT ............scscsscseessseesseseteeseseceeneneaneneeeaees 40
SECTION 10 - SUSPENSION AND TERMINATION ...........ccccssssssessessessssesesesesssesnesneneeassneaseeeseeassenseeenseeaeenee 43
SECTION 11 - INSURANCE AND BONDG.............ccccssssseesseseeseseeneeseseesnsneseaeeaesenseeneneeseneensneeaeneseenesseeaeeannnes 44
SECTION 12 - INDEMNIFICATION ..........:ssccsssssesesseesesseesseseeesseseseseeeeansesesesseeeecaesecanseseseeanenaesenecesaeseasnenenaeneen 49
SECTION 13 - DISPUTE RESOLUTION..........csssssssseessssesesessesesesesesesseneseseseseseeneaesesecannseeececasseneeenanananeneeaenens 49
SECTION 14 - MISCELLANEOUS PROVISIONG............ccsscssesesessssesseseeneeeseaesneseeansansaeseenssecssseesessesenaeenseanenes 50

SECTION 15 - PROVISIONS APPLICABLE SOLELY TO GMP AND COST-BASED AGREEMENTS, CHANGE
ORDERS, AND JOB ORDERS

SECTION 16 - PROVISIONS APPLICABLE SOLELY TO JOB ORDER AGREEMENTS (JOC) ..........::cseseeeee 61
SECTION 17 - PROVISIONS APPLICABLE SOLELY TO PRE-CONSTRUCTION SERVICES FOR

CONSTRUCTION MANAGER AT RISK.........cssccssssssessesssesssseeseseenseeseesesesssseeseseeseeeeeseeseseeaeseeseeaneneaeseeaeenenaeny 66
SECTION 18 - APPENDICES ............ccsscessessesseesseeseeeseenseeesteessesaeeseesneesnsesecsnensesenaessassssesaseseesseees APP-1 of 30

Appendix 1 - Policy Statement for Calculating Delays and Damages

Appendix 2 - Cost Reduction Incentive Proposals for Design Bid Build Agreements
Appendix 3 - Contractor's Affidavit Regarding Settlement of Claims

Appendix 4 - Forms of Performance Bond

Appendix 5 - Forms of Payment Bond

Appendix 6 - Dispute Resolution

Appendix 7 - Certificate of Completion

Appendix 8 - Construction Sign Detail

Appendix 9 - Cost of the Work (Applicable solely to Construction Manager at Risk and
Job Order Contracting)

Appendix 10 Landscape Establishment Period

Revised: 7/20/2022 GC-2 of 75

General Conditions

SECTION 1 - SCOPE OF THESE GENERAL CONDITIONS

These General Conditions encompass provisions that apply, and are incorporated into all
construction Agreements entered into by the City of Chandler, unless otherwise specifically excluded in
the executed Agreement.

SECTION 2 - GENERAL DEFINITIONS

Allowance: A specific amount for a specific item of Work, if any, that City agrees has not been sufficiently
designed, detailed, or selected (including design changes from 90% to 100% as authorized by and at
the discretion of the City) atthe time the Agreement Price is agreed to for Contractor to provide a definitive
price.

Alternate Systems Evaluations or Alternative Analysis: Alternatives for design, means and methods or
other scope considerations that are evaluated using value analysis principles and have the potential to
reduce construction costs while still delivering a quality and functional Project that meets City
requirements.

Change Order: A written instrument issued after execution of the Agreement Documents signed by
City and Contractor, stating their agreement upon all of the following: the addition, deletion or revision
in the scope of services or deliverables; the amount of the adjustment to the Agreement Price, the
extent of the adjustment to the Agreement Time, or modifications of other agreement terms. The
Agreement Price and the Agreement Time may be changed only by Change Order.

Consultant: Person or firm that provides professional services.

City (Owner or OWNER): City of Chandler, a municipal corporation, with whom Contractor has entered
into the Agreement and for whom the Work or Services are to be provided pursuant to the Agreement(s).

Contingent Bid Items: This is a minor bid item which is likely, but not certain, to occur during the course
of work. If the Engineer determines that this work is required, the Contractor will accomplish the work
and payment will be made based on the contingent unit bid price included in the proposal. Since the
quantity listed in the proposal is primarily for bid comparison, the amount of work required by the
Engineer may vary materially from this.

Agreement: The written agreement executed between City and Contractor, including all of the Agreement
Documents.

Agreement Documents: The documents which together form the Agreement between City and
Contractor, as identified in Article 2 of the Agreement, or are otherwise incorporated into the
Agreement, including the Agreement, the exhibits thereto, these General Conditions, any Notice to
Proceed, and any Job Order (if applicable), the Plans and Specifications, Project Schedule, written
and properly executed Change Orders, MAG Specifications and City’s amendments thereto, and any
other documents so designated in the Agreement.

Agreement Price: The agreed-upon price to be paid to Contractor for full, timely, and acceptable
completion of the Work or Services under the terms of the Agreement.

Agreement Time(s): The number of calendar days or the dates related to the applicable phase,
Substantial Completion, or Final Acceptance as stated in Agreement Documents. Agreement Time starts

Revised: 7/20/22 GC-3 of 75

General Conditions

with the Notice to Proceed (NTP) and ends with Final Acceptance. The Agreement Time is set forth in
the Agreement and is based upon the Project Schedule agreed to by City in writing.

Contractor: The person or business association with whom City has entered into an agreement for
construction related Work or Services in relation to the Project at issue.

Contractor Payment Request: The form that is accepted by City and used by Contractor in requesting
progress payments or final payment and which must include such supporting documentation as is
required by the Agreement Documents or City.

Construction Budget: The City's budget for construction of the Project.

Construction Documents: The Plans, Specifications, and Drawings prepared and issued by the Design
Professional and approved by City for construction, meaning the documents are sealed by the
Design Professional (as required), acceptable for permitting and incorporated into the Agreement by
this reference. All amendments and modifications to the Construction Documents must be approved in
writing by City prior to incorporation into the Agreement.

Cost of the Work: The term Cost of the Work will mean costs necessarily incurred by Contractor in the
proper performance of the Work. Such costs will be at rates not higher than the standard paid at the
place of the Project except with prior consent of City.

Critical Path Method (CPM): A scheduling technique which identifies the logical sequence of the activities
occurring in a Construction Project, the anticipated time required to complete each activity in the
Project, and the activities that must be completed on schedule to finish the Project within the anticipated
time. Typically, activities are arranged in a network that shows both activities and their dependencies.
CPM is also used as a management technique which enables contracting parties to predict when
activities may occur so that resources can be effectively used and limitations can be identified.

Critical Path: Critical Path is the sequence of project network activities which add up to the longest overall
duration. Once established in the Project Schedule, the Critical Path for the Project must not be
changed without prior written approval of City.

Day: Calendar day(s) unless otherwise specifically stated in the Agreement Documents.

Design Professional: The qualified, licensed person, firm or corporation who furnishes design and
construction administration services required under the Agreement Documents. These services may
include, but are not limited to: development of Construction Drawings and Documents, review of
Contractor Submittal(s), review of and response to Requests for Information, approval and
certification of progress payment applications, construction administration, and construction
agreement close out.

Differing Site Conditions: Concealed or latent physical conditions or subsurface conditions at the Site
that, (i) materially differ from the conditions indicated in the Agreement Documents, or (ii) are of an
unusual nature, differing materially from the conditions ordinarily encountered and generally recognized
as inherent in the Work at the general area of the Site. Caliche, rock, hard-digging or sandy/silty soil
encountered on a project is not considered a “Differing Site Condition.”

Drawings (Plans): Documents, which visually represent the scope, extent and character of the Work to
be furnished and performed by Contractor during the construction phase and which have been prepared

Revised: 7/20/22 GC-4 of 75

General Conditions

or approved bythe Design Professional and City. These documents include Drawings that have reached
a sufficient state of completion and released by Design Professional solely for the purposes of review
and use in performing constructability or bid-ability reviews by Contractor and in preparing cost
estimates (e.g. Master Planning and Programming, Schematic Design, Design Development, and
Construction Drawings), but “not for construction.” Shop Drawings are not Drawings as so defined.

Final Acceptance: The City’s acceptance of the facility or project from the Contractor after all Work is
completed, tested, and inspected in accordance with the Agreement requirements. Final Acceptance
results in a Letter of Acceptance (LOA).

Fixed Price: A fixed price or amount for an Agreement Price, Scope of Work, materials, or other item
under an Agreement, Change Order, or other agreement, which City agrees, in writing, to pay instead
of the actual cost.

Float: The number of Days by which an activity can be delayed without lengthening the Critical Path and
extending the Agreement Time. Unless otherwise expressly agreed in writing, all Float belongs to City.

Laws, Regulations, or Legal Requirements: Any and all applicable laws, rules, regulations, ordinances,
codes and orders applicable to the Project of any and all governmental bodies, agencies, authorities
and courts having jurisdiction and any applicable provisions of the Development Agreement for the
Project (if any), including, without limitation, those provisions relating to the design and construction
of the Project.

Line Item: The individual elements of Work identified on a bid or other schedule and associated with a
price or a unit price and quantity particular to that individual element of the Work. Also refers to

individual items of work within the Schedule of Values.

Liquidated Damages: Designated damages for the City to collect as compensation upon a specific breach
(example: late delivery).

Long-Lead Item: Long-lead item refers to the equipment, product, or system that is identified at the
earliest stage of a project to have a delivery time long enough to affect directly the Critical Path/the overall
lead time of the project.

MAG: The Maricopa Association of Governments.

MAG Specifications: The most current version of the Uniform Standard Specifications for Public Works
Construction published by MAG.

MAG Standard Details: The most current version of the Uniform Standard Details as published by MAG.

Minor change: A change in the Work having no impact on cost or time or the City-approved design intent,
as determined by City.

Notice to Proceed (NTP): A written notice given by City to Contractor fixing the date on which
Contractor will start to perform Contractor's obligations under the Agreement.

Project: The Project specified in the Agreement (including a Job Order).

Project Manager: The Project Manager designated in Article 1 of the Agreement, or any successor thereto

Revised: 7/20/22 GC-5 of 75

General Conditions

designated by City. The Project Manager has the authority to act on behalf of City, as delineated and
limited by the Agreement Documents and applicable law. And City will communicate with Contractor
through the Project Manager. However, the Project Manager has no authority to bind City or City
Council in contravention of any City code, State or Federal statute or regulation, or these General
Conditions.

Project Schedule: The schedule for the completion of the Project agreed to and required by City.

Project Specific Conditions: Additional conditions which apply to the specific Project and Scope of Work
which are set forth in Exhibit D of the Agreement.

Project Team: The Project Team consisting of the Design Professional, Contractor, Project Manager, and
such others as_ City may designate.

Punch List: The list initially prepared by Contractor pursuant to the Agreement Documents, reviewed
and supplemented by the Project Manager (and at the sole option of the Project Manager, the Design
Professional) and approved by City containing items of incomplete work not impacting Substantial
Completion, if allowed for under the Agreement, and to be completed or corrected by Contractor after
Substantial Completion and before Final Acceptance in accordance with the Agreement Documents.

Quality Assurance (QA) Testing: Testing performed to verify the accuracy and applicability of the QC
testing results and to ascertain that the materials installed meet the specified levels of quality in

accordance with the Agreement Documents.

Quality Control (QC) Testing: Testing performed to assure that the materials installed comply with the
requirements in the Agreement Documents.

Requests for Information (RFls): Formal written request from Contractor to City or Design Professional
for the Project seeking clarification or additional information needed for Contractor to properly
complete the Work or Services under the Agreement. City may require RFI’s to be submitted on a specific
form or in a specified format.

Schedule of Values (SOV): The specified document prepared by Contractor, and approved and accepted
by City, which divides the Agreement Price into pay items, such that the sum of all pay items equals
the Agreement Price for the construction phase Work, or for any portion of the Work having a separate
specified Agreement Price.

Scope of Work: The scope of work agreed to or required by City and incorporated into the Agreement as
Exhibit A.

Shop Drawings: All drawings, diagrams, schedules and other data specifically prepared for the Work
by Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to
illustrate some portion of the Work.

Site: The land or premises on which the Project is located.

Specifications: The part(s) of the Agreement Documents for the construction phase consisting of written
technical descriptions of materials, equipment, construction systems, standards and workmanship as
applied to the Work and certain administrative details applicable thereto. Where specified, the Project
must be constructed using the current Uniform Standard Specifications and Details for Public Works

Revised: 7/20/22 GC-6 of 75

General Conditions

Construction as furnished by the Maricopa Association of Governments, as amended by City.

Subconsultant: A person, firm or corporation having an Agreement with Consultant/Contractor to
furnish services required as its independent professional associate or consultant with respect to the
Project.

Subcontractor: An individual or firm having a direct Agreement with Contractor or any other individual or
firm having an Agreement with the aforesaid contractors at any tier, who undertakes to perform a part
of pre-construction services or construction phase Work at the Site for which Contractor is responsible.
Subcontractors must be selected through the Subcontractor selection process described in the
Agreement Documents, if any.

Substantial Completion: The date when the City determines that the Work (or separable units of Phases
as provided in the Agreement Documents) is essentially and satisfactorily complete in accordance with
the Agreement Documents such that the Project is ready for use by the City for its intended purpose,
opening to the general public, fulloccupancy or use by City (including, without limitation, all separate
units, or rooms, facilities, access, income-generating areas, and all areas serving the general public, as
applicable, must be ready for full operation without material inconvenience or discomfort), including, to
the extent applicable to the Work, the following: all materials, equipment, systems, controls, features,
facilities, accessories, and similar elements are installed in the proper manner and in operating
condition, inspected, and approved; surfaces have been painted; masonry and concrete cleaned with
any sealer or other finish applied; utilities and systems connected and functioning; site work
complete; permanent heating, ventilation, air conditioning, vertical transportation, and other systems
properly operating with proper controls; lighting and electrical systems installed, operable and
controlled; paving completed, signage installed, and other work as applicable, has been performed to
a similar state of essential and satisfactory completion.

Supplier: A manufacturer, fabricator, distributor, or vendor having a direct Agreement with Contractor
or with any Subcontractor to furnish materials or equipment to be incorporated in the construction
phase Work by Contractor or any Subcontractor.

Total Float: Number of Days by which pre-construction services or construction phase Work or any part
of the same may be delayed without necessarily extending a pertinent Agreement Time or schedule
milestone in the Project Schedule.

Work: The entire completion of construction or the various separately identifiable parts thereof,
required to be furnished during the construction phase. Work includes and is the result of performing
or furnishing labor and furnishing and incorporating materials, resources and equipment into the
construction, and performing or furnishing services and documents as required by the Agreement
Documents for the construction phase.

Writing: Typing, printing, photography and other modes of representing or reproducing words in a
visible form, including email, and expressions.

SECTION 3 - STANDARD SPECIFICATIONS AND DETAILS

3.1 City operates under the latest revision of the MAG Specifications and MAG Standard
Details as amended by City. City's current amendment to the MAG Specifications, part of
the Citys Unified Development Manual, may be found and downloaded from City’s website
at http://www.chandleraz.gov.

Revised: 7/20/22 GC-7 of 75