1. INTRODUCTION

Washington County Water Conservancy District (“District”) is a water conservancy district organized and existing under the Utah Water Conservancy District Act. The District is seeking proposals from qualified and licensed vendors to provide Commercial Real Estate Brokerage Services, including professional services related to real estate acquisitions, dispositions, joint ventures, development, transaction structuring, consulting, and financing support (the “Procurement Item”).

The purpose of this RFP is to obtain proposals from responsible offerors and award one or more on-call professional services agreements to responsible offerors providing the best value to the District in accordance with the evaluation criteria described in this RFP.

2. PROPOSAL SUBMISSION

2.1 Deadline and Delivery

Proposals must be received by the District no later than 5:00 PM (Mountain Time) on February 20, 2026. Proposals submitted after the deadline will be rejected as non-responsive.

Proposals shall be submitted by email in PDF format to:

Dinah Neumann, Procurement Contact (not on evaluation committee) Washington County Water Conservancy District 533 E. Waterworks Drive St. George, UT 84770

(435) 673-3617 Email: dinah@wcwcd.gov

The District assumes no responsibility for delays or failures in email delivery, internet outages, or system failures.

REQUEST FOR PROPOSALS

COMMERCIAL REAL ESTATE

BROKERAGE SERVICES

2.2 Separate Proposal Files Required (Technical + Cost)

Offerors must submit two (2) separate PDF files:

1. Technical Proposal (Non-Cost) – labeled: “Technical Proposal – Real Estate Brokerage Services – [Offeror Name]”

2. Cost Proposal – labeled: “Cost Proposal – Real Estate Brokerage Services – [Offeror

Name]”

This separation is required to support compliant evaluation of non-cost criteria before cost scoring. Cost proposals may be reviewed only after non-cost scoring is complete, unless waived in writing by the procurement official as permitted by law.

2.3 Questions / Clarifications

Questions shall be submitted by email no later than February 13, 2026, to the Procurement Contact listed above. Responses and any clarifications will be issued by written addendum if the District determines that an addendum is necessary.

Offerors shall not contact District board members, evaluation committee members, or other District personnel except through the Procurement Contact. Unauthorized contact may result in disqualification.

3. RFP TIMELINE

The District anticipates issuing a Notice of Intent to Award prior to contract execution.

4. PROPOSAL OPENING

Proposals will be opened after the submission deadline and distributed for review by the District’s evaluation committee. The District will not open proposals before the deadline. The proposal opening is not public.

ITEM DUE DATE

RFP Issued Jan 30, 2026

Last Day for Questions Feb 13, 2026

Proposals Due (Submission Deadline) Feb 20, 2026

Evaluation Phase Feb 27, 2026

Notice of Intent to Award March 6, 2026

Contracting Phase March 13, 2026

5. SCOPE OF SERVICES (PROCUREMENT ITEM DESCRIPTION)

The District is seeking a qualified commercial real estate professional (“Broker”) to assist the District with real estate acquisitions, dispositions, joint ventures, and development for real property that may be designated as surplus or strategic as it relates to the District’s real property portfolio.

Successful respondents will possess robust knowledge of real estate development, financial analysis, financial modeling, financing, market research, and relevant municipal, state, and local statutes and regulations in Utah.

Services may include, but are not limited to:

• Review and assess District real property holdings for disposition or acquisition as directed by the District

• Provide financial analysis and financial modeling support as directed by the District

• Assist negotiations related to sale, lease, joint venture, development, or other disposition transactions

• Provide recommendations on transaction structures and proposal analysis

• Coordinate preparation and review of necessary documents (including easements, title work, development agreements, operating agreements, and closing documents)

• Attend meetings with District staff and stakeholders as requested

• Assist with due diligence, appraisals, and related professional coordination

• Provide other real property services as requested by the District

• Maintain professional courtesy with investors, owners, developers, District staff, and the public

• Provide the District copies/originals of work product upon request

The District reserves the right to award on-call professional services agreements to one or more qualified Brokers as a result of this RFP. If multiple agreements are awarded, the District may select among the awarded Brokers when issuing engagement letters based on the District’s needs, the nature of the assignment, Broker availability, relevant experience, negotiated compensation, or other factors determined by the District to be in its best interest. The District makes no guarantee of a minimum number of assignments or dollar value to any selected Broker.

6. MINIMUM QUALIFICATIONS (MANDATORY)

At minimum, the offeror must demonstrate:

1. Current licensure as a Utah real estate professional in good standing, affiliated with a Utah principal broker in good standing

2. Minimum of five (5) years’ commercial real estate experience

3. Demonstrated experience working with public entities

4. Knowledge of Washington County real estate market and development conditions

5. Experience with real estate transaction structuring and financial modeling/forecasting

6. Experience with land use entitlements, zoning, and related governmental processes

The District may deem an offeror non-responsible if the offeror cannot demonstrate the minimum qualifications above.

7. PROPOSAL MINIMUM REQUIRED CONTENT

This RFP is designed to provide basic information required for responsive proposals. Offerors may include additional relevant information.

7.1 Technical Proposal (Non-Cost)

The Technical Proposal shall include:

A. Cover Letter

• Offeror name, address, phone, and primary point of contact

• Summary of experience relevant to scope and qualifications

B. Firm / Broker Overview

• Organization overview, office location(s), staffing, and structure

• Identification of Utah principal broker affiliation

C. Key Personnel and Experience

• Identify key personnel who will provide services

• Resumes and relevant project summaries

D. Relevant Engagement Experience

• Prior comparable work for public entities and similar portfolio/transaction complexity

• Demonstrated capability in acquisitions, dispositions, joint ventures, or development support

E. Approach / Work Plan

• Proposed approach to providing services on as-needed engagements

• Communication plan with District staff

• How the Broker will protect District interests and ensure compliance with applicable law

F. Market Knowledge / Research

• Summary of local market knowledge

• Optional: example market research publications relevant to District property types

G. Litigation / Claims

• List of current litigation, outstanding judgments, or liens related to the Broker or principal broker

H. References

• At least two (2) references with contact name, phone, and email

7.2 Cost Proposal (Separate PDF)

The Cost Proposal must include the offeror’s proposed fee schedule and any compensation structures the offeror anticipates (e.g., hourly rates, commission structures, retainer concepts, pass-through costs, caps, or blended approaches).

The District anticipates negotiating appropriate fees in accordance with applicable law and District policy.

8. PROPOSAL EVALUATION

8.1 Evaluation Committee and Process

An evaluation committee of at least three (3) members will evaluate proposals using only the criteria stated in this RFP. Committee members will be selected to avoid conflicts of interest and to ensure a fair competitive process.

8.2 Evaluation Criteria (100-point scale)

The District intends to award one or more contracts to responsible offerors whose proposals provide the best value to the District based on the evaluation criteria.

Criteria Points Ability to meet or exceed requirements in Scope of Services 0-25

Responsiveness to RFP (completeness, clarity, format) 0-25

Experience and qualifications (firm and key personnel) 0-20

Knowledge of local market 0-20

Cost/fee schedule 0-10

Total Possible 100

Important: No criteria not described in this RFP may be used to evaluate proposals.

8.3 Discussions / Clarifications

The District may request clarification or conduct discussions with an offeror for the purpose of understanding responsibility or responsiveness. The District may reject a proposal after discussions if the District determines whether the offeror is not responsible or the proposal is not responsive. If applicable, a Best and Final Offer may be requested consistent with Utah code 63G-6a-707.5.

9. AGREEMENT

The District intends to enter an on-call professional services agreement with each selected offeror (“Broker”). The District’s proposed form of agreement is attached as Exhibit A and will be used as the basis for contract negotiations. Offerors should submit any proposed exceptions in a redlined copy of Exhibit A or as a clearly labeled list of exceptions referencing the applicable section(s) of Exhibit A.

The District is the sole determiner of acceptability of exceptions and reserves the right to modify contract terms prior to execution. Authorization to perform assignments under the agreement will be memorialized by a written engagement letter describing services, scope, and payment terms.

The District is under no obligation to any offeror until a contract is executed.

10. RESERVATION OF RIGHTS

The District reserves the right to:

• Reject any or all proposals, waive technicalities/informalities, or cancel the RFP process

• Negotiate the scope, terms, and fees of any resulting agreement

• Request additional information or clarification

• Award in the District’s best interest and not necessarily to the lowest-priced offeror

• Terminate any resulting contract upon 30 days written notice

• Not renew or continue a contract after the first year of the contract if the District’s board does not appropriate adequate funds

This RFP is a solicitation only and does not create a contract.

11. CONFIDENTIALITY AND UTAH LAW

The District is subject to the Utah Government Records Access and Management Act (“GRAMA”), Utah Code Ann. § 63G-2-101, et seq. Proposals are ordinarily public records once an award is made. Offerors are responsible to understand and implement any protections provided under GRAMA.

To request protected classification for trade secrets or protected commercial/financial information, vendors must submit a written claim of business confidentiality identifying the protected portions and providing a concise statement supporting the claim. Vendors may use the WCWCD Claim of Business Confidentiality form attached as Exhibit B.

If claiming confidentiality, vendors shall submit both an unredacted version and a redacted version of the proposal along with the confidentiality claim form. The District will not redact a proposal on behalf of a vendor.

12. ATTACHMENTS / EXHIBITS

• Exhibit A – On-Call Commercial Real Estate Brokerage Services Agreement

• Exhibit B – WCWCD Claim of Business Confidentiality Form

CERTIFICATION

By submitting a proposal, the vendor certifies that it has read and understands the documents provided, has become familiar with the conditions which might directly or indirectly affect provision of the procurement item, has identified any questions or concerns regarding provision of the procurement item, and has ensured that all questions are fully clarified.

The vendor certifies its ability to provide the procurement item as set forth in this Request for Proposals based on detailed review of the information provided herein and any other information acquired by the vendor and represents that this Request for Proposals is sufficient to determine the cost of the procurement item, to enter into the Agreement, and to provide the procurement item.

NOTICE: REQUEST FOR PROPOSALS

The Washington County Water Conservancy District is seeking proposals for Commercial Real Estate Brokerage Services. Proposals must be received by February 20, 2026 at 5:00 PM MT. Questions should be directed to Dinah Neumann at dinah@wcwcd.gov. A copy of the Request for Proposals is available at https://www.wcwcd.gov/procurement/.

mailto:dinah@wcwcd.gov https://www.wcwcd.gov/procurement/

EXHIBIT A

On-Call Commercial Real Estate Brokerage Services Agreement

Washington County Water Conservancy District On-Call Commercial Real Estate Brokerage Services Agreement

This On-Call Commercial Real Estate Brokerage Services Agreement (“Agreement”) is made and entered into as of the ___ day of __________, 2026 (“Effective Date”), by and between:

Washington County Water Conservancy District, a Utah water conservancy district (“District”), and [Broker Legal Name], a [Utah entity type] (“Broker”).

District and Broker may be referred to individually as a “Party” and collectively as the “Parties.”

1. PURPOSE

The District desires to retain Broker to provide on-call commercial real estate brokerage and advisory services, and Broker desires to provide such services, subject to the terms and conditions of this Agreement.

2. TERM

2.1 Initial Term. The initial term of this Agreement begins on the Effective Date and continues for one

(1) year unless terminated earlier under this Agreement.

2.2 Renewal. The District may renew this Agreement for additional one-year terms upon mutual written agreement of the Parties, subject to availability of funds and District approval requirements.

3. SERVICES; ENGAGEMENT LETTERS

3.1 On-Call Services. Broker shall provide commercial real estate brokerage and advisory services as requested by the District, which may include support related to acquisitions, dispositions, leases, joint ventures, development, transaction structuring, consulting, and financing support.

3.2 Engagement Letters Required. Broker shall provide services only when authorized by the District in a written engagement letter executed by the District (“Engagement Letter”). Each Engagement Letter shall describe, at a minimum:

• scope of services;

• schedule (if applicable);

• deliverables (if applicable);

• compensation; and

• any transaction-specific terms.

Engagement Letters may include hourly, commission-based, or other lawful compensation structures, and may include not-to-exceed limits. An Engagement Letter template is attached as Exhibit 1.

EXHIBIT A

3.3 No Verbal Authorization. Verbal authorizations are not binding. Broker shall not begin work until an Engagement Letter is executed by the District.

3.4 Non-exclusive. Nothing in this Agreement creates an exclusive relationship. The District may obtain similar services from other providers.

4. KEY PERSONNEL

4.1 Designated Lead Broker. Broker shall assign a designated lead broker responsible for coordination and performance.

4.2 Substitution. Broker shall not materially substitute key personnel identified in Broker’s proposal without the District’s prior written approval.

5. COMPENSATION

5.1 Authorized Compensation Only. Broker shall be compensated only as expressly authorized in this Agreement and/or in an Engagement Letter.

5.2 Not-to-Exceed / Caps. The District will not pay amounts exceeding any stated not-to-exceed amount or other compensation cap without prior written approval by the District.

5.3 No Unauthorized Fees / Third-Party Compensation. No commission, success fee, or third-party compensation may be earned or received in connection with District assignments unless disclosed and approved in advance in writing by the District.

5.4 Invoicing. Unless otherwise provided in an Engagement Letter, Broker shall submit invoices monthly.

Invoices must include sufficient detail to support charges.

6. TERMINATION

6.1 Termination for Convenience. The District may terminate this Agreement or any Engagement Letter for convenience upon 30 days written notice.

6.2 Termination for Cause. Either Party may terminate this Agreement for material breach that remains uncured 10 calendar days after written notice.

6.3 Return of Work Product. Upon termination, Broker shall promptly provide the District all District work product and District information related to any engagement(s).

7. LICENSING; COMPLIANCE WITH LAW; NONDISCRIMINATION

7.1 Licenses. Broker shall maintain all required Utah licenses and professional qualifications to provide the services.

7.2 Compliance With Law. Broker shall comply with all applicable federal, state, and local laws and regulations.

7.3 Nondiscrimination. Broker shall comply with applicable federal and Utah nondiscrimination laws.

8. CONFLICTS OF INTEREST; FAIR DEALING

8.1 Disclosure. Broker shall disclose any actual or potential conflict of interest promptly in writing.

8.2 Approval Required. Broker shall not proceed with any conflicted assignment without the District’s written consent.

8.3 No Undisclosed Third-Party Compensation. Broker shall not accept compensation from third parties relating to a District assignment unless disclosed and approved in writing by the District.

9. RECORDS; CONFIDENTIALITY; GRAMA; SECURITY

9.1 Confidential Information. Broker shall protect non-public District information obtained in connection with the services (“Confidential Information”) and shall not disclose it except as authorized by the District or required by law.

9.2 Security Protocols. Broker shall comply with District security protocols provided in writing (as may be updated).

9.3 GRAMA. Broker acknowledges the District is subject to the Utah Government Records Access and Management Act (“GRAMA”), and that procurement and contract records may be subject to disclosure as required by law.

9.4 Records. Broker shall maintain records reasonably necessary to document compliance with this Agreement and applicable Engagement Letters.

10. OWNERSHIP OF WORK PRODUCT

10.1 District Ownership. All reports, analyses, data, and other work product created for the District in connection with an engagement (“Work Product”) shall be the District’s property upon payment of amounts properly due.

10.2 Retention of Copies. Broker may retain copies only as required for professional or legal recordkeeping, subject to confidentiality obligations.

11. INDEPENDENT CONTRACTOR; NO AUTHORITY TO BIND

Broker is an independent contractor and not an employee of the District. Broker has no authority to bind the District unless expressly authorized in writing by the District.

12. SUBCONTRACTORS; THIRD-PARTY COSTS

Broker shall not retain subcontractors or incur third-party costs chargeable to the District without the District’s prior written approval.

13. INDEMNIFICATION

To the extent permitted by Utah law, Broker shall defend, indemnify, and hold harmless the District and its officers, trustees, employees, and agents from claims, demands, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of Broker’s performance of services, except to the extent caused by the District’s sole negligence. This obligation survives termination.

14. INSURANCE

Broker shall maintain, at its expense, insurance coverage meeting or exceeding the following minimums (or such higher limits as the District may reasonably require based on risk and engagement type):

• Automobile: $250,000 / $500,000 (non-District vehicles)

• Professional Liability / E&O: $2,000,000 each occurrence / $3,000,000 aggregate

• Commercial General Liability: $1,000,000 each occurrence / $2,000,000 aggregate

Broker shall provide certificates of insurance upon request.

15. AVAILABILITY OF FUNDS

The District’s obligations are subject to the availability of appropriated funds. The District may cancel or suspend this Agreement without penalty if adequate funds are not appropriated or received.

16. ASSIGNMENT

Broker may not assign this Agreement without the District’s prior written consent.

17. BOYCOTT RESTRICTION CERTIFICATION

Broker certifies it is not engaged in a boycott of Israel and will comply with Utah Code § 63G-27-201 during the term of this Agreement.

18. GOVERNING LAW; VENUE; GOVERNMENTAL IMMUNITY

Utah law governs this Agreement. Venue for any action relating to this Agreement shall be in a court of competent jurisdiction in Utah. Nothing in this Agreement waives the District’s governmental immunity.

19. ENTIRE AGREEMENT; MODIFICATIONS; ORDER OF PRECEDENCE

19.1 Entire Agreement. This Agreement (together with any Engagement Letters) constitutes the entire agreement of the Parties regarding the subject matter.

19.2 Modifications. Modifications must be in writing and signed by both Parties.

19.3 Order of Precedence. In the event of a conflict, the order of precedence is: (1) Engagement Letter;

(2) this Agreement.

20. NOTICES

Notices under this Agreement must be in writing and delivered by personal delivery, certified mail, or email (with confirmation of delivery) to the addresses below (or other addresses designated by written notice).

DISTRICT:

Washington County Water Conservancy District 533 E. Waterworks Drive St. George, UT 84770 Attn: General Manager Email: ______________________

BROKER:

[Broker name] [Address] [Email]: _____________________

21. SIGNATURES

WASHINGTON COUNTY WATER CONSERVANCY

DISTRICT

By: _______________________________ Name/Title: ________________________ Date: _____________________________

BROKER

By: _______________________________ Name/Title: ________________________ Date: _____________________________

Exhibit 1 to On-Call Commercial Real Estate Brokerage Services Agreement

Form of Engagement Letter

This Engagement Letter (“Engagement Letter”) is issued under and governed by the On-Call Commercial Real Estate Brokerage Services Agreement dated __________, 2026 (the “Agreement”), by and between Washington County Water Conservancy District (“District”) and [Broker Legal Name] (“Broker”). Capitalized terms not defined herein have the meanings set forth in the Agreement.

1. Engagement Title / Assignment Name

Engagement Title: ___________________________________________ District Project/Reference No. (if any): ___________________________

2. Description of Services (Scope)

Broker shall perform the following services (“Services”):

Deliverables (if applicable):

3. Authorized Personnel

Broker’s designated lead broker for this Engagement Letter is:

Name: _______________________________ License No.: __________________

Other key personnel (if any):

4. Schedule / Term

Start Date: ____________________ End Date (if any): ____________________ Milestones/Deadlines (if any):

5. Compensation and Payment Terms

Compensation for the Services under this Engagement Letter shall be as follows (check one and complete):

☐ Hourly Rates:

• Lead Broker: $__________/hour

• Other personnel: $________/hour

• Not-to-Exceed Amount: $________________ (including approved expenses, if any)

☐ Commission / Success Fee (Transaction-Specific):

• Commission Rate: ________%

• Transaction Description (property/asset): ________________________________

• Commission Trigger (e.g., closing/settlement): ____________________________

• Commission Cap (if any): $__________________

• Disclosure/approval of third-party compensation: ☐ Yes ☐ No (must be “Yes” if applicable)

☐ Other (describe):

Expenses / Reimbursables:

☐ No reimbursable expenses are authorized.

☐ Reimbursable expenses are authorized only if pre-approved in writing by District, as follows:

6. Special Terms (If Any)

(Examples: confidentiality handling for deal documents, communication protocols, required approvals before offers/counter offers, etc.)

7. District Contract Administrator

The District’s point of contact for this engagement is:

Name/Title: ________________________________________________ Email/Phone: _______________________________________________

8. Approval / Authorization

Broker shall not begin work until this Engagement Letter is signed by the District and Broker.

WASHINGTON COUNTY WATER CONSERVANCY DISTRICT

By: ___________________________________ Name/Title: _____________________________ Date: __________________________________

BROKER

By: ___________________________________ Name/Title: _____________________________ Date: __________________________________

Exhibit B

Business Confidentiality Form

GRAMA Business confidentiality claim

Washington County Water Conservancy District- Procurement

Business Request for GRAMA Business Confidentiality Claim Note: Utah Code § 63G-2-305(1) states that trade secrets can be protected if the person submitting the trade secret provides the governmental entity with a confidentiality claim. Likewise, Utah Code § 63G-2-305(2) states that commercial financial information can be protected if disclosure could reasonably be expected to result in unfair competitive injury to the person submitting the information, and that person has provided a confidentiality claim. Confidentiality claims are described in Utah Code § 63G-2-309. A claim must include a concise statement of reasons supporting the claim and must be submitted with the information requested to be protected.

A claimant MUST submit a redacted and non-redacted version of their proposal. The entire proposal may NOT be redacted.

Washington County Water Conservancy District, Procurement, will not redact a proposal on behalf of a claimant if they fail to upload a redacted copy of their proposal.

Claimant information:

Company name:

Details about confidentiality claim: Date:

This claim applies to records submitted to: Reason for submission:

Confidentiality request applies to: (page, paragraph, reason)

Following is a concise statement of reasons supporting this confidentiality claim:

Note: Making a confidentiality claim does not guarantee protected classification if government receives a records request.

Signed: Date:

Address:

City/State/Zip:

Name of company representative:

Email address:

Telephone number:

GRAMA Business confidentiality claim

CONTINUATION PAGE (use if needed)

This claim applies to records submitted to: Reason for submission:

Confidentiality request applies to: (page, paragraph, reason)

Following is a concise statement of reasons supporting this confidentiality claim:

Washington County Water Conservancy District- Procurement