Agreement - Revolution Industrial

, ® CHANDLER
WS 20'z20Nna

Community of Innovation

CITY OF CHANDLER, ARIZONA
PUBLIC WORKS & UTILITIES DEPARTMENT
CAPITAL PROJECTS DIVISION

CONSTRUCTION AGREEMENT

Hamilton Street Reclaimed Water
Transmission Main:
Queen Creek Road to Ryan Road

CITY PROJECT NO.: WW2206.403

MAYOR
Kevin Hartke

VICE MAYOR
OD Harris

COUNCIL
Matt Orlando Christine Ellis
Mark Stewart AngelEncinas Jane Poston

(Oot habs

Daniel Haskins, P.E.
CIP City Engineer

Project Name: Hamilton Street Reclaimed Water Transmission Main: Queen Creek Road to Ryan Road Page i
City Project No.: WW2206.403
Rev.10/23/23

CITY OF CHANDLER, ARIZONA

Hamilton Street Reclaimed Water Transmission Main:
Queen Creek Road to Ryan Road

CITY PROJECT NO.: WW2206.403

TABLE OF CONTENTS

ARTICLE 1 - PARTICIPANTS AND PROJECT.........sccscsssrsssssssssesssessssesssessesssressecsesesseseseeseerees c-3
ARTICLE 2 - AGREEMENT DOCUMENTS ..........sccscssesssrsssersscsrsscersncescssscnscacencessaseceasensnsensnsens c-5
ARTICLE 3 - CONSTRUCTION SERVICEG...........scsscsssscsressssescsrsscersscesensscencacencorsnsersasensseeneerees c-5
ARTICLE 4 - CITY RESPONSIBILITIES............sccscsssssersssercssssessencensscesenescensneesencensenenseneasenserses c-4
ARTICLE 5 - AGREEMENT TIME ...........ssscssssssssscsssseesesesresssrsssenessenessenesesseceenensenseressenenseneesees C-7
ARTICLE 6 - AGREEMENT PRICE..........scsscssssssssrsssesssssssseesesrecsssessesessensseseeneasenseneseesseseseenearens C-7
ARTICLE 7 - PAYMENT. ...........sccsscssessessessesseessescensenseesecseessessenesnceaseaseasensenceasenssensenceneenseneserens C-7
ARTICLE 8 - CHANGES TO THE AGREEMENT.............ccsccssessessesseetessesseeseeeaseneeeesenseneeeseneeenens C-7
ARTICLE 9 - SUSPENSION AND TERMINATION ...........scssssssssssssssesssssessessecesesssesesseceseenearses C-7
ARTICLE 10 - INSURANCE AND BONDG............sccscsscssesssseccsseecersncensscscensacsnseesnsensesencesensenses C-7

ARTICLE 11 - INDEMNIFICATION

ARTICLE 12 - DISPUTE RESOLUTION ............scssssssssssesceresssnescescersncenescscencacencassnsensesensaceasenses c-8
ARTICLE 13 - FORCED LABOR OF ETHNIC UYGHURS PROHIBITED...........ccscessssesesreecereee c-8
EXHIBIT A - PROJECT SPECIFIC SPECIAL PROVISIONG............sscscssessssssesssresreeesesssenesseneees SP-1

EXHIBIT B - GENERAL CONDITIONG.............scsscsscssssreessessessenseeseencenceessncenesnsencenseeesnenseees
EXHIBIT C - TECHNICAL SPECIFICATIONS
EXHIBIT D - GIS / GPS DATA DELIVERY REQUIREMENTS (IF APPLICABLE)
EXHIBIT E - FEDERAL PROVISIONS (IF APPLICABLE)
EXHIBIT F - SUBCONTRACTOR DOCUMENTS WITH CONTRACTOR (IF APPLICABLE)... SUB-1

Project Name: Hamilton Street Reclaimed Water Transmission Main: Queen Creek Road to Ryan Road Page 2
City Project No.: WW2206.403
Rev.10/23/23

CONSTRUCTION SERVICES AGREEMENT
PROJECT NO.: WW2206.403

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

2024, by and between City of Chandler, an Arizona municipal corporation,

hereinafter called “City” and Revolution Industrial 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:

ARTICLE 1 - PARTICIPANTS AND PROJECT

CITY:

CITY:

Contractor:

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

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

Legal Company Name: Revolution Industrial, LLC

Mailing Address: 3115 S Price Road #130 Chandler, AZ 85248

Physical Address: 5858 W Riggs Road Chandler, AZ 85226

Arizona Roc No.: 272318

Federal Tax Id No.: 27-5034679

State Where Organized: Arizona

Business Organization: Partnership

Statutory Agent Name: Christopher Nay

Statutory Agent Mailing Address: 8850 S Poplar Street Tempe, AZ 85284

Statutory Agent Physical Address: Same as Mailing

Contractor's Authorized Project Representative:

Name: Chris Nay

Title: Member Manager - President

Phone: 602-329-1374

Email: chris@revolutionindustrial.com

Project Name: Hamilton Street Reclaimed Water Transmission Main: Queen Creek Road to Ryan Road Page 3
City Project No.: WW2206.403

Rev.10/23/23

PROJECT DESCRIPTION:

Installation of approximately 4,700 linear feet of 24-inch reclaimed waterline connecting to
the existing reclaimed waterlines on Queen Creek Road and Ryan Road on Hamilton Street,
and approximately 2,600 linear feet of 16-inch reclaimed waterline connecting ASR Wells 11
and 12 with the Tumbleweed ASR Well Sand Separator System on Ryan Road and Hamilton
Street.

PROJECT LOCATION:

Hamilton Street between Queen Creek Road and Ryan Road

Project Name: Hamilton Street Reclaimed Water Transmission Main: Queen Creek Road to Ryan Road Page 4
City Project No.: WW2206.403
Rev.10/23/23

ARTICLE 2 - AGREEMENT DOCUMENTS

2.1

2.2

2.3

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.

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.

DEFINITIONS
The definitions in Section 2 of the General Conditions apply to all the Agreement
Documents, including this Agreement.

ARTICLE 3 - CONSTRUCTION SERVICES

3.1

3.1.1

GENERAL

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.

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.

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.

Project Name: Hamilton Street Reclaimed Water Transmission Main: Queen Creek Road to Ryan Road Page 5
City Project No.: WW2206.403
Rev.10/23/23

3.2

3.2.1

3.3

3.4

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,
the Project and the Agreement, including, without limitation, those set forth on
attached Exhibit A.

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.

Contractor must 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. 8 101 (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.

CONTRACTOR'S PRE-AGREEMENT AND PRE-WORK DELIVERABLES

The Contractor must provide the Deliverables in accordance with Section 4.2 of
the General Conditions.

PRE-CONSTRUCTION CONFERENCE
Contractor must attend the Pre-Construction Conference in accordance with Section
4.3 of the General Conditions.

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.

Project Name: Hamilton Street Reclaimed Water Transmission Main: Queen Creek Road to Ryan Road Page 6
City Project No.: WW2206.403
Rev.10/23/23

3.5

3.6

3.7

3.8

3.9

CONTROL OF THE PROJECT SITE
Contractor must control and maintain the Project Site in accordance with Section 4.5
of the General Conditions.

PROJECT SAFETY
Contractor must implement and enforce Project safety in accordance with Section 4.6
of the General Conditions.

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.

PROJECT RECORD DOCUMENTS
Contractor must maintain and make available the Project Record Documents in
accordance with Section 4.8 of the General Conditions.

WARRANTY AND CORRECTION OF DEFECTIVE WORK
Contractor must provide warranties and correct defective Work in accordance with
Section 4.9 of the General Conditions.

ARTICLE 4 - CITY RESPONSIBILITIES

44

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 5 - AGREEMENT TIME

5.1 GENERAL

5.1.1. The total Agreement Duration is 270 Calendar Days (including Substantial Completion
by 240 Calendars Days and Final Acceptance by 270 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.

Project Name: Hamilton Street Reclaimed Water Transmission Main: Queen Creek Road to Ryan Road Page 7

City Project No.: WW2206.403
Rev.10/23/23

5.2

5.2.1

5.2.2

5.3

5.4

5.4.1

5.4.2

5.5

5.5.1

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.

PROJECT SCHEDULE

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.

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

Milestone Time | Liquidated damages for delay
Hamilton Street -
1. | Queen Creek Road to within | 90days
Canary Road

Refer to MAG Specification Section
108.9 Table 108-1.

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. 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 8 108.9.

Project Name: Hamilton Street Reclaimed Water Transmission Main: Queen Creek Road to Ryan Road Page 8
City Project No.: WW2206.403
Rev.10/23/23

5.5.2

5.5.3

5.5.4

5.6

5.6.1

5.6.2

5.6.3

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 8 108.9 commencing from the actual date of
Substantial Completion or Final Acceptance as required under the Agreement.

MAG Liquidated Damages. Liquidated damages provisions in MAG 8 108.9 will apply.

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.

MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES ONLY

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.

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.

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.

Project Name: Hamilton Street Reclaimed Water Transmission Main: Queen Creek Road to Ryan Road Page 9
City Project No.: W2206.403
Rev.10/23/23

ARTICLE 6 - 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
$5,900,084.73.

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.

6.2 CHANGES TO AGREEMENT PRICE
Shall be determined under Section 9 of the General Conditions.
ARTICLE 7 - PAYMENT

Payments will be made to Contractor in accordance with Section 8 of the General Conditions.

ARTICLE 8 - CHANGES TO THE AGREEMENT

Changes to the Agreement may be made in strict accordance with Section 9 of the
General Conditions.

ARTICLE 9 - SUSPENSION AND TERMINATION
This Agreement may be suspended or terminated in accordance with Section 10 of the
General Conditions.

ARTICLE 10 - 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. 8 34-222.

Project Name: Hamilton Street Reclaimed Water Transmission Main: Queen Creek Road to Ryan Road Page 10
City Project No.: WW2206.403
Rev.10/23/23

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.

ARTICLE 11 - INDEMNIFICATION

Contractor must have and assume the indemnity obligations set forth in Section 12 of the
General Conditions.

ARTICLE 12 - 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.

ARTICLE 13 - 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.

Project Name: Hamilton Street Reclaimed Water Transmission Main: Queen Creek Road to Ryan Road Page 11
City Project No.: WW2206.403
Rev.10/23/23

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

“CONTRACTOR”
REVOLUTION INDUSTRIAL

[hat

10/15/2024
MAYOR Signature Date
RECOMMENDED BY: Chris Nay
Print Name
( Jami .
Neacbooe President
Daniel Haskins, P.E. Title
CIP City Engineer . a ,
chris@revolutionindustrial.com
APPROVED AS TO FORM: Signer Email Address
City Attorney it
ATTEST:
City Clerk Seal
Project Name: Hamilton Street Reclaimed Water Transmission Main: Queen Creek Road to Ryan Road Page 12

City Project No.: WW2206.403
Rev.10/23/23

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.

Subletting of Agreement
Contractor must perform, with his own organization, work amounting to not less than 50 percent
of the total Agreement cost.

Failure to submit Subcontractor’s List Form, demonstrating self-performance not less than 50
percent of the total Agreement cost, will cause the bid to be deemed non-responsive.

Bidders should contact the Arizona Registrar of Contractors for information on license
requirements.

Project Name: Hamilton Street Reclaimed Water Transmission Main: Queen Creek Road to Ryan Road A-1
City Project No.: WW2206.403
Rev. 10/23/23

EXHIBIT B

GENERAL CONDITIONS

Project Name: Hamilton Street Reclaimed Water Transmission Main: Queen Creek Road to Ryan Road
City Project No.: WW2206.403
Rev. 10/23/23

B-1