1-RFQ No. 32700015 Farallon Well No. 3.pdf

CITY OF BUCKEYE

REQUEST FOR QUALIFICATIONS

RFQ No. 32700015

PROFESSIONAL SERVICES FOR THE

FARALLON WELL NO. 3 (TB #1)

IN BUCKEYE, ARIZONA

CONTACT PERSON

Travis M. Stewart

Sr. Contracts Administrator 623.349.6173 tstewart@buckeyeaz.gov Finance Department

SOLICITATION SCHEDULE

Date Issued: September 16, 2026 Pre-Submittal Meeting: September 24, 2026 @2:00 PM Local Time Last Day for Questions: October 8, 2026 @3:00 PM Local Time Submittal Due Date: October 15, 2026 @3:00 PM Local Time

PLEASE NOTE: IF DOCUMENTS WERE DOWNLOADED FROM THE CITY OF BUCKEYE’S

PROCUREMENT PORTAL WEBSITE, FIRMS ARE RESPONSIBLE FOR OBTAINING ANY ADDENDA

EITHER THROUGH UPDATES ON THE WEBSITE, OR BY CONTACTING THE CITY’S CONTACT

PERSON LISTED ABOVE.

Professional Services for the Farallon Well No. 3 (TB #1) RFQ No. 32700015 mailto:tstewart@buckeyeaz.gov

TABLE OF CONTENTS

SECTION DESCRIPTION PAGE NO.

1. Introduction

2. Project Summary/ Scope of Work

3. Pre-Submittal Meeting

4. Submittal Requirements

5. Format and Contents of Submittal

6. Selection Process

7. General Information

ATTACHMENT DESCRIPTION PAGE NO.

1. Draft Professional Services Agreement

2. SOQ Submittal Form

3. Site Map.........................................................………………………………….30

Professional Services for the Farallon Well No. 3 (TB #1)

SECTION 1 - INTRODUCTION

The City of Buckeye (the “City”) is issuing this Request for Qualifications (this “RFQ”) to qualified consultants to provide Professional Services for the Farallon Well No. 3 (TB #1).

BACKGROUND

City

The City was founded in September 1888 and incorporated 1929 as an area of 440 acres. Today, the City is one of the fastest growing cities in the United States and is home to approximately 132,000. Buckeye is located 40 miles west of Phoenix, the State Capitol. The City provides a full range of municipal services, including Police, Fire protection, and Community Services. The City owns and operates enterprises including operations of Water, Wastewater, Solid Waste, and Airport.

Project

The city of Buckeye (City) intends to construct a drinking water well and associated transmission main to provide additional groundwater supply to the Farallon Water Campus for treatment and distribution. The TB-1 Well (Buckeye Ten 85 – Tract 4) is located approximately 1350 feet North of Baseline Road and 150 feet east of MC85.

SECTION 2 – PROJECT SUMMARY/SCOPE OF WORK

The city is seeking professional engineering services to provide complete design services for the project, including but not limited to permitting assistance, complete construction documents (plans and specifications), and construction assurance services.

Scope of Work

Professional services for this contract will comprise, but are not limited to, design of a new drinking water well and associated raw water transmission lines to integrate with the existing infrastructure to include assessment of the existing raw water transmission network’s ability to convey water from the new well, preparation of contract documents, and permitting.

The city will be utilizing a Construction Manager at Risk (CMAR) delivery method for construction of the project to work with the selected engineering firm (Consultant).

Exclusions

Services associated with drilling of the new well and Hydrogeologic report have been contracted separately.

Deliverables

Deliverables may include:

• 60-90% Plan submittals

Farallon Well No. 3 (TB #1)

• Final Construction Documents

• Applications for Permits

• Meeting minutes

• Periodic progress reports during construction

• As-built review and certification

SECTION 3 - PRE-SUBMITTAL MEETING

A pre-submittal meeting will be held on September 24, 2026, at 2:00 PM – 2:30 PM

Location: Microsoft Teams

Link: Pre-submittal Meeting Link

Attendance is not required, but it is highly encouraged as this will be the only opportunity to ask questions directly to City personnel. Any questions related to the RFQ can be submitted via the solicitation page for this solicitation on the City’s Procurement Portal. Questions or concerns should be submitted prior to the deadline for questions.

SECTION 4 – SUBMITTAL REQUIREMENTS

Firms interested in this project should submit a Statement of Qualifications electronically by October 15, 2026, 3:00 PM Local Time via City’s Procurement Portal. The file name of your submittal should state the RFQ number and name of your company (e.g. “RFQ 32700015 company name”). The file should have a complete copy of your Statement of Qualifications in a searchable “PDF” file format. No hard copy will be required.

Submittals must be received by the specified time. The City’s Procurement Portal will not allow uploads beyond the deadline for the solicitation, and the City will not accept submittals after the deadline. All submittals must be uploaded to the solicitation posting on the City of Buckeye’s Procurement Portal website:

https://buckeyeaz.bonfirehub.com/opportunities

Any concerns regarding the receipt of submissions can be directed to the Sr. Contracts Administrator, Travis M. Stewart.

Submittal:

• Submittal Cover Page (one (1) page),

• Submittal Table of Contents (one (1) page),

• Submittal Cover Letter (two (2) pages),

• Section A: Project experience and qualifications of the firm (two page (2) maximum for short narrative, one (1) page per project, maximum of six (6) projects/six (6) page maximum), Professional Services for the Farallon Well No. 3 (TB #1) RFQ No. 32700015 https://teams.microsoft.com/meet/275925708379461?p=WEAufetLNxDDuxs0gT https://buckeyeaz.bonfirehub.com/opportunities

• Section B: Experience of key personnel to be assigned to this project plus organizational chart (Include resume for each person identified as key personnel. Limit two (2) page maximum for short narrative. Limit one (1) page per resume. Ten (10) page maximum for resumes. Limit two (2) page for Organizational Chart. 11” x 17” sized page can be utilized for Organizational Chart only,

• Section C: Method of approach to performing the required services. (Seven (7) page maximum),

• SOQ Submittal Form, and

• Amendment Acknowledgement Forms (Only required if Amendments were issued for RFQ) – One form per amendment.

Adherence to the maximum page criterion is critical:

• Each page side (maximum 8-1/2” x 11”) with criteria information will be counted separately,

• Do not use 11” x 14” or 11” x 17” size pages unless specifically authorized,

• Pages that have project photos, charts and/or graphs will be counted towards the required number of pages,

• Cover page, table of contents page, and divider/separator (Section) pages will not be counted against other section limitations unless they include qualification information that could be considered by the selection panel,

• Resumes should provide information for key staff (no company profiles) and should not include project pictures or general firm information,

• Any additional company information or non-key staff information included in the resume section will be counted against the maximum page requirement,

• Do not submit additional information not listed herein, and

• Font size may not be less than 10 point.

Please be advised that the following will be grounds for disqualification, and will be strictly enforced:

• Receipt of submittal after the specified cut-off date and time, and

The City recognizes that submittals may contain confidential or proprietary information;

however, the City reserves the right to make inquiries into the information disclosed. The submission of false or misleading information may be grounds for disqualification.

SECTION 5 – FORMAT AND CONTENTS OF SUBMITTAL

A firm will be selected through a qualifications-based selection process. The selection criteria and relative weights for determining the order of firms on the final list are as follows:

SECTION MAX

SCORE

Project Experience and Qualifications of the Firm 30

Experience of Key Personnel to be Assigned to this Project 30

Understanding of the Project and Approach to Performing the Required Services 40

Total Maximum Points 100

Cover Letter.

1. Provide a general description of the firm that is proposing to provide services. Explain the legal organization of the proposed firm or team.

2. Provide the following information:

a. Your firm’s full company name, address, phone number, Unique Entity Identifier (UEI), and email address for your firm’s contact person for the project, *If a firm doesn’t have a UEI, a firm can just notate that in the letter.

b. Arizona business and/or professional licenses/registrations held by the firm,

c. Identify any contract or subcontract held by the firm or officers of the firm, which have been terminated within the last five years. Identify any claims arising from a contract, which resulted in litigation or arbitration within the last three years.

Briefly describe the circumstances and the outcomes,

d. Name, title, email, and signature of person authorized to sign the Agreement and the SOQ Submittal Form. SOQs signed by an agent shall be accompanied by evidence of that agent’s authority, and

e. Include the most current audited financial statement or equivalent financial documents for your organization (can be included as a separate attachment in the appendix that won’t count against page limits).

SECTION A. Project experience and qualifications of the firm. (30 points)

Identify no more than six (6) relevant projects (one (1) page per project). Demonstrate the experience of your firm and/or proposed team, including key sub-consultants, on projects same/similar to that described in the solicitation in a short narrative (two (2) page maximum).

The projects submitted should also demonstrate that the consultant and/or the team have

Professional Services for the Farallon Well No. 3 (TB #1) performed a same/similar type of services. Same and/or similar type services are defined as the following:

1. Design projects completed within the last seven (7) years from the date of the issuance of this RFQ, and

2. Design projects for public entities, and

3. Design projects for well sites and raw water transmission lines, and

4. For each project, at minimum, include a project summary, start and end dates of project, contract award amount, and final contract amount.

Include reference information for the primary point of contact on each project provided:

1. Name

2. Title

3. Phone Number

4. Email

SECTION B. Experience of key personnel to be assigned to this project with Organizational Chart. Short Narrative (two (2) page limit). Resumes (One (1) page per resume/ten (10) page maximum). Organizational Chart (two (2) page limit) (30 points)

Provide a short narrative regarding key personnel, their role on this project and an organizational chart. The organizational chart should depict the project team organization and lines of authority.

Clearly indicate superior/subordinate reporting relationships; provide names and titles of key personnel. Include if applicable, key personnel from major subconsultants that would contribute to major portions of any work associated with this project. You must provide resume data for all key personnel. All positions requiring licensure must be licensed in the State of Arizona. Each resume shall be limited to no more than one (1) page per person and shall include the following information as a minimum:

1. Name and Title,

2. Project assignment,

3. Name of firm with which associated,

4. Years’ experience with this firm and with other firms,

5. Active professional registration, year first registered, if applicable,

6. Other experience and qualifications relevant to same/similar to services sought or other relevant projects/work required under this contract, Professional Services for the Farallon Well No. 3 (TB #1)

7. Education: degree(s), year, specialization, if applicable.

SECTION C. Understanding of the Project and Approach to Performing the Required Services (Limited to seven (7) page maximum) (40 points)

1. Describe how you would conduct the design for the project.

2. Explain how you would provide improvements.

3. Explain how you would allocate the construction for the project to the various developments/phases.

4. Provide a proposed schedule to complete the design and construction services.

SECTION 6 - SELECTION PROCESS

This Request for Qualifications (RFQ) is being conducted pursuant to A.R.S. § 34-604. The process will be to evaluate and score the qualifications submitted in response to this RFQ, then rank the firms in descending order of scores in a short list. The successful firm(s) will be selected through a qualifications-based selection process.

A “Selection Committee" may be comprised of City employees and outside consultants.

The City reserves the right to select the most qualified firm based off the scoring of the SOQs received. The Selection Committee will evaluate each SOQ according to the criteria set forth in Section 5 above. Formal interviews may or may not be conducted to make final selections. The City may conduct a due diligence review on the firms receiving the highest evaluation.

The apparent most qualified firm will be identified. The City will enter into negotiations with that firm. If the City fails to come to terms with the identified firm, the City will then have the option to move to the next most qualified firm on the short list for negotiations. The process is repeated until the City agrees to terms with a firm, the short list of qualified candidates is expended, or the City terminates the solicitation process.

The City will then award a Professional Services Agreement once terms have been agreed upon.

All firms submitting SOQs for this project will be notified of the results by the City via the City’s Procurement Portal website.

SECTION 7 - GENERAL INFORMATION

City Rights. The City of Buckeye reserves the right to reject any or all Statements of Qualifications, to waive any informality or irregularity in any Statement of Qualifications received, and to be the sole judge of the merits of the respective Statements of Qualifications received.

Acceptance of Evaluation Methodology. By submitting its Qualifications in response to this SOQ, respondent acknowledges and accepts the evaluation process, the established criteria and associated point values, and that determination of the “most qualified” firm(s) will require subjective judgments by the City.

Release of Project Information. The City shall provide the release of all public information concerning this project, including selection announcements and contract award. Those desiring to release information to the public must receive prior written approval from the City.

Contact with City Employees. All firms interested in this project (including the firm’s employees, representatives, agents, lobbyists, attorneys, and subconsultants) will refrain, under penalty of disqualification, from direct or indirect contact for the purpose of influencing the selection or creating bias in the selection process with any person who may play a part in the selection process, including the evaluation panel, the City Manager, Department Heads and other City staff. This policy is intended to create a level playing field for all potential firms, assure that contract decisions are made in public and to protect the integrity of the selection process. All contact on this selection process should be addressed to the authorized representative identified below.

Data Confidentiality. Except as specifically provided in the Agreement, the Consultant or its subconsultants shall not divulge data to any third party without prior written consent of the City.

Legal Worker Requirements. The City of Buckeye is prohibited by A.R.S. § 41-4401 from awarding a contract to any consultant who fails, or whose subconsultants fail, to comply with A.R.S. § 23- 214(A). The consultant and each subconsultant shall comply with all federal immigration laws and regulations related to their employees and compliance with the stated law. The City of Buckeye retains the legal right to inspect the papers of any consultant or subconsultant employee who is awarded a contract to ensure that the firm or subconsultant is complying with the law.

Lawful Presence Requirement. Pursuant to A.R.S. §§ 1-501 and 1-502, the City of Buckeye is prohibited from awarding a contract to any natural person who cannot establish that such person is lawfully present in the United States. To establish lawful presence, a person must produce qualifying identification and sign a City-provided affidavit affirming that the identification provided is genuine. This requirement will be imposed at the time of contract award. This requirement does not apply to business organizations such as corporations, partnerships or limited liability companies.

Protest Procedures. Firms wishing to respond to disqualification, or a procurement outcome may refer to The City of Buckeye Procurement Code, Section 24-3-17 which governs protest procedures utilized throughout the selection process.

Suspension/Debarment. By submitting a proposal in response to this solicitation, the respondent is certifying that it is neither debarred nor suspended nor under consideration for suspension or debarment by any federal, state, or local government or agency. If a respondent is not able to so certify, the respondent must submit a letter that identifies the agency involved and a contact and explain why respondent is suspended, debarred, or being considered for suspension or debarment.

Questions. Questions pertaining to this selection process or contract issues should be directed to Travis M. Stewart, Sr. Contracts Administrator, through the City’s Procurement Portal or emailed to tstewart@buckeyeaz.gov. All questions must be received no later than seven (7) days in advance of the SOQ due date. Responses to questions that materially change the scope or intent of this SOQ will be issued via amendment on the City of Buckeye’s Procurement Portal website. The City may or may not notify Respondents of the posting of amendments. Therefore, it is the Respondents’ sole responsibility to check the website periodically for all issued amendments. Failure to include acknowledgement of all amendments may be cause for rejection of the proposal.

RFQ No. 32700015 mailto:tstewart@buckeyeaz.gov

ATTACHMENT 1

DRAFT PROFESSIONAL SERVICES AGREEMENT

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF BUCKEYE

AND

TBD

CONTRACT NO. 32700015

THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered into as of _______________________, 202_, between the City of Buckeye, an Arizona municipal corporation (the “City”), and _____________________, a(n) ____________ (the “Consultant”).

RECITALS

A. The City issued a Request for Qualifications, “Professional Services for the Farallon Well

No. 3 (TB #1),” (the “RFQ”), a copy of which is on file in the City’s Finance Office and incorporated herein by reference, seeking statements of qualifications from vendors for professional consulting services.

B. The Consultant submitted a Statement of Qualifications in response to the RFQ (the

“SOQ”), a copy of which is on file in the City’s Finance Office and incorporated herein by reference, and the City desires to enter into an Agreement with the Consultant to provide Professional Services for the Farallon Well No. 3 (TB #1) project (the “Services”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Consultant hereby agree as follows:

1. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect through TBD, with the option to extend the Agreement up to a total term of five (5) years, unless terminated as otherwise provided in this Agreement.

2. Scope of Work. The Consultant shall provide the Services as set forth in the Scope of Work attached hereto as Exhibit A and incorporated herein by reference. The Consultant shall (i) provide the Services required by this Agreement, (ii) be responsible for all means, methods, techniques, sequences, and proceedings associated with the Services, and (iii) be responsible for the acts and omissions of its employees, agents and other persons performing any of the Services under a contract with the Consultant.

3. Compensation. The City shall pay the Consultant an amount not to exceed $__________ for the Services at the rates set forth in the Fee Proposal, attached hereto as Exhibit B and incorporated herein by reference.

4. Payments. The City shall pay the Consultant monthly, based upon work performed and completed to date, and upon submission and approval of invoices. All invoices shall document and itemize all work completed to date. Each invoice statement shall include a record of time expended and work performed in sufficient detail to justify payment.

5. Safety Plan. The Consultant shall provide the Services in accordance with a safety plan that is compliant with Occupational Safety and Health Administration (“OSHA”), American National Standards Institute, and National Institute for Occupational Safety and Health standards. If, in the Consultant’s sole determination, the Services to be provided do not require a safety plan, the Consultant shall notify the City, in writing, describing the reasons a safety plan is unnecessary. The City reserves the right to request a safety plan following such notification.

6. Documents. All documents, including any intellectual property rights thereto, prepared and submitted to the City pursuant to this Agreement shall be the property of the City. The City may use such documents for other purposes without further compensation to the Consultant; however, any reuse without written verification or adaptation by the Consultant for the specific purpose intended will be at the City’s sole risk and without liability or legal exposure to the Consultant.

7. Consultant Personnel. The Consultant shall provide experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. The Consultant agrees to assign specific individuals to key positions. If deemed qualified, the Consultant is encouraged to hire City residents to fill vacant positions at all levels. The Consultant agrees that, upon commencement of the Services to be performed under this Agreement, key personnel will not be removed or replaced without prior written notice to the City. If key personnel are not available to perform the Services for a continuous period exceeding 30 calendar days, or are expected to devote substantially less effort to the Services than initially anticipated, the Consultant shall immediately notify the City of same and shall, subject to the concurrence of the City, replace such personnel with personnel possessing substantially equal ability and qualifications.

8. Inspection; Acceptance. All work shall be subject to inspection and acceptance by the City at reasonable times during the Consultant’s performance. The Consultant shall provide and maintain a self-inspection system that is acceptable to the City.

9. Licenses. The Consultant shall maintain in current status all federal, state, and local licenses and permits required for the operation of the business conducted by the Consultant. The City has no obligation to provide the Consultant, its employees, or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement.

10. Materials; Equipment. The Consultant shall provide, pay for, and insure under the requisite laws and regulations all labor, materials, equipment, tools, transportation, and other facilities and services necessary for the proper execution and completion of the Services.

11. Performance Warranty. In addition to any specific obligations set forth in Exhibit A, the

Consultant warrants that the Services rendered will conform to the requirements of this Agreement and shall be carried out with the care and skill ordinarily used by members of the same profession practicing under similar circumstances at the same time and in the same locality.

12. Indemnification. To the fullest extent permitted by law, the Consultant shall indemnify and hold harmless the City and each council member, officer, employee, or agent thereof (the City and any such person being herein called an “Indemnified Party”), for, from, and against any and all losses, claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”) to the extent that such Claims (or actions in

Professional Services for the Farallon Well No. 3 (TB #1) respect thereof) are caused by the negligent acts, recklessness or intentional misconduct of the Consultant, its officers, employees, agents, or any tier of subcontractor in connection with the Consultant’s work or services in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section.

13. Insurance.

13.1 General.

A. Insurer Qualifications. Without limiting any obligations or liabilities of the Consultant, the Consultant shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the City. Failure to maintain insurance as specified herein may result in termination of this Agreement at the City’s option.

B. No Representation of Coverage Adequacy. By requiring insurance herein, or by approving or expressing satisfaction with insurance policies and forms pursuant to the provisions of this agreement, the City does not represent that coverage and limits will be adequate to protect the Consultant. The City reserves the right to review any and all of the insurance policies and/or endorsements cited in this Agreement, but has no obligation to do so.

Failure to demand such evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve the Consultant from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement.

C. Additional Insured. All insurance coverage, except Workers’

Compensation insurance and Professional Liability insurance, if applicable, shall name, to the fullest extent permitted by law for claims arising out of the performance of this Agreement, the City, its agents, representatives, officers, directors, officials and employees as Additional Named Insured as specified under the respective coverage sections of this Agreement.

D. Coverage Term. All insurance required herein shall be maintained in full force and effect until all work or services required to be performed under the terms of this Agreement are satisfactorily performed, completed, and formally accepted by the City, unless specified otherwise in this Agreement.

E. Primary Insurance. The Consultant’s insurance shall be primary insurance with respect to performance of this Agreement and in the protection of the City as an Additional Insured.

F. Claims Made. In the event any insurance policies required by this

Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance and necessary endorsements citing applicable coverage is in force and contains the provisions as required herein for the three-year period.

Professional Services for the Farallon Well No. 3 (TB #1)

G. Waiver. All policies, except for Professional Liability, including Workers’

Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the City, its agents, representatives, officials, officers, and employees for any claims arising out of the work or services of the Consultant. The Consultant shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto.

H. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self-insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the City. The Consultant shall be solely responsible for any such deductible or self-insured retention amount.

I. Use of Subcontractors. If any work under this Agreement is subcontracted in any way, the Consultant shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Section and insurance requirements set forth herein protecting the City and the Consultant. The Consultant shall be responsible for executing any agreements with its subcontractors and obtaining certificates of insurance verifying the insurance requirements.

J. Evidence of Insurance. Prior to commencing any work or services under this Agreement, the Consultant will provide the City with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of the insurance policies as required by this Agreement, issued by the Consultant’s insurance insurer(s) as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverages, conditions and limits of coverage specified in this Agreement and that such coverage and provisions are in full force and effect. Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The City shall reasonably rely upon the certificates of insurance and declaration page(s) of the insurance policies as evidence of coverage but such acceptance and reliance shall not waive or alter in any way the insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement, it shall be the Consultant’s responsibility to forward renewal certificates and declaration page(s) to the City 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate reference to this Agreement. Additionally, certificates of insurance and declaration page(s) of the insurance policies submitted without referencing this Agreement will be subject to rejection and may be returned or discarded.

Certificates of insurance and declaration page(s) shall specifically include the following provisions:

(1) The City, its agents, representatives, officers, directors, officials, and employees are Additional Insureds as follows:

(a) Commercial General Liability – Under Insurance Services Office, Inc., (“ISO”) Form CG 20 10 04 13 or equivalent.

(b) Auto Liability – Under ISO Form CA 20 48 or equivalent.

Farallon Well No. 3 (TB #1)

(c) Excess Liability – Follow Form to underlying insurance.

(2) The Consultant’s insurance shall be primary insurance with respect to performance of this Agreement.

(3) All policies, except for Professional Liability, including Workers’

Compensation, waive rights of recovery (subrogation) against the City, its agents, representatives, officers, officials, and employees for any claims arising out of work or services performed by the Consultant under this Agreement.

ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the phrases in the cancellation provision “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives” shall be deleted. Certificate forms other than ACORD form shall have similar restrictive language deleted.

K. Endorsements. The Consultant shall provide the City with the necessary endorsements to ensure the City is provided the insurance coverage set forth in this Section 13.

13.2 Required Insurance Coverage.

A. Commercial General Liability. The Consultant shall maintain

“occurrence” form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate, and a $2,000,000 General Aggregate Limit. The policy shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury, and advertising injury. Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including but not limited to, separation of insured’s clause. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the City, its agents, representatives, officers, officials, and employees shall be cited as an Additional Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 04 13, or equivalent, which shall read “Who is an Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of “your work” for that insured by or for you.” If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance.

B. Vehicle Liability. The Consultant shall maintain Business Automobile

Liability insurance with a limit of $1,000,000 each occurrence on the Consultant’s owned, hired, and non-owned vehicles assigned to or used in the performance of the Consultant’s work or services under this Agreement. Coverage will be at least as broad as ISO coverage code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the City, its agents, representatives, officers, directors, officials, and employees shall be cited as an Additional Insured under ISO Business Auto policy Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance.

Professional Services for the Farallon Well No. 3 (TB #1)

C. Professional Liability. If this Agreement is the subject of any professional services or work, or if the Consultant engages in any professional services or work in any way related to performing the work under this Agreement, the Consultant shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Consultant, or anyone employed by the Consultant, or anyone for whose negligent acts, mistakes, errors, and omissions the Consultant is legally liable, with an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate.

D. Workers’ Compensation Insurance. If the Consultant employs anyone who is required by law to be covered by workers’ compensation insurance, the Consultant shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over the Consultant’s employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit.

13.3 Cancellation and Expiration Notice. The Consultant shall provide at least 30 days prior written notice to the City before insurance required herein expires, is canceled, or is materially changed.

14. Termination; Cancellation. The City may, by written notice to the Consultant as set forth in this Section, terminate this Agreement in whole or in part.

14.1 For City’s Convenience. This Agreement is for the convenience of the City and, as such, may be terminated without cause after receipt by the Consultant of written notice by the City. Upon termination for convenience, the Consultant shall be paid for all undisputed services performed to the termination date.

14.2 For Cause. If either party fails to perform any obligation pursuant to this

Agreement and such party fails to cure its nonperformance within 30 days after notice of nonperformance is given by the non-defaulting party, such party will be in default. In the event of such default, the non-defaulting party may terminate this Agreement immediately for cause and will have all remedies that are available to it at law or in equity including, without limitation, the remedy of specific performance. If the nature of the defaulting party’s nonperformance is such that it cannot reasonably be cured within 30 days, then the defaulting party will have such additional periods of time as may be reasonably necessary under the circumstances, provided the defaulting party immediately (A) provides written notice to the non-defaulting party and (B) commences to cure its nonperformance and thereafter diligently continues to completion the cure of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of such termination for cause, payment shall be made by the City to the Consultant for the undisputed portion of its fee due as of the termination date.

14.3 Due to Work Stoppage. This Agreement may be terminated by the City upon 30 days’ written notice to the Consultant in the event that the Services are permanently abandoned. If the Consultant abandons the Services without the consent of the City, the Consultant shall be liable for all actual, incidental, and consequential damages arising from or related to said abandonment, including, but not limited to: (A) the difference between the cost of a replacement consultant to complete the Services and the contract price for the Consultant under this Agreement; and (B) any additional charges, costs, fees

Professional Services for the Farallon Well No. 3 (TB #1) or expenses for labor, materials or professional services incurred by the City as a result of delays caused by abandonment of the Services by the Consultant. The City shall use its best efforts to replace the Consultant within a reasonable time.

14.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT.

§ 38-511. The City may cancel this Agreement without penalty or further obligations by the City or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of the City or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a consultant to any other party of this Agreement with respect to the subject matter of this Agreement.

14.5 Gratuities. The City may, by written notice to the Consultant, cancel this

Agreement if it is found by the City that gratuities, in the form of economic opportunity, future employment, entertainment, gifts, or otherwise, were offered or given by the Consultant or any agent or representative of the Consultant to any officer, agent or employee of the City for the purpose of securing this Agreement. In the event this Agreement is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover and withhold from the Consultant an amount equal to 150% of the gratuity.

14.6 Agreement Subject to Appropriation. The City is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the City’s then-current fiscal year. The City’s obligations under this Agreement are current expenses subject to the “budget law” and the unfettered legislative discretion of the City concerning budgeted purposes and appropriation of funds. Should the City elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then-current fiscal year term for which such funds were appropriated and budgeted for such purpose and the City shall be relieved of any subsequent obligation under this Agreement. The parties agree that the City has no obligation or duty of good faith to budget or appropriate the payment of the City’s obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The City shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The City shall keep the Consultant informed as to the availability of funds for this Agreement. The obligation of the City to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the City. The Consultant hereby waives any and all rights to bring any claim against the City from or relating in any way to the City’s termination of this Agreement pursuant to this Section.

14.7 Obligations Upon Receipt of Termination Notice. Upon receipt of a notice of termination as set forth above, the Consultant shall (A) immediately discontinue all Services affected (unless the notice directs otherwise), and (B) deliver to the City copies of all data, reports, calculations, drawings, specifications, and estimates entirely or partially completed, together with all unused materials supplied by the City, related to the Services including any completed divisible part of the Services which can be deemed to stand alone (the completed divisible parts of the Services will be determined by both parties at the time of termination). Such termination shall not relieve the Consultant of liability for errors and omissions. Any use of incomplete documents for the Services or for any other project without the specific written authorization by the Consultant will be without liability or legal exposure to the Consultant. The Consultant shall appraise the work it has completed and submit the appraisal to the City for evaluation.

Professional Services for the Farallon Well No. 3 (TB #1)

15. Suspension of Work.

15.1 Order to Suspend. The City may, for its convenience, order the Consultant, in writing, to suspend all or any part of the Services for such period of time as it may determine to be appropriate.

15.2 Adjustment to Contract Sum. If the performance of all or any part of the Services is, for any unreasonable period of time, suspended or delayed by an act of the City in the administration of this Agreement, or by its failure to act within the time specified in this Agreement (or if no time is specified, within a reasonable time), an adjustment shall be made for any increase in cost of performance of this Agreement necessarily caused by such unreasonable suspension or modified in writing accordingly.

However, no adjustment shall be made under this clause for any suspension or delay (A) to the extent that performance was suspended or delayed for any other cause, including the fault or negligence of the Consultant, or (B) for which a change order is executed.

16. Miscellaneous.

16.1 Independent Contractor. It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Consultant acknowledges and agrees that the Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the City. The Consultant, its employees, and subcontractors are not entitled to workers’ compensation benefits from the City. The City does not have the authority to supervise or control the actual work of the Consultant, its employees or subcontractors. The Consultant, and not the City, shall determine the time of its performance of the services provided under this Agreement so long as the Consultant meets the requirements of its agreed Scope of Work as set forth in Section 2 and in Exhibit A. The Consultant is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. The City and the Consultant do not intend to nor will they combine business operations under this Agreement.

16.2 Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona.

16.3 Laws and Regulations. The Consultant shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Consultant is responsible abides by, and remains in compliance with, all rules, regulations, ordinances, statutes, or laws affecting the Services, including, but not limited to, the following: (A) existing and future City and County ordinances and regulations, (B) existing and future State and Federal laws, and (C) existing and future OSHA standards.

16.4 Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the City and the Consultant.

16.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, Professional Services for the Farallon Well No. 3 (TB #1) if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction.

16.6 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement that may remain in effect without the invalid provision or application.

16.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of, review of, and entry into this Agreement.

16.8 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by the Consultant without prior, written permission of the City, signed by the City Manager.

Any attempted assignment or delegation by the Consultant in violation of this provision shall be a breach of this Agreement by the Consultant.

16.9 Subcontracts. No subcontract shall be entered into by the Consultant with any other party to furnish any of the material or services specified herein without the prior written approval of the City. The Consultant is responsible for performance under this Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material breach of this Agreement by the Consultant.

16.10 Rights and Remedies. No provision in this Agreement shall be construed, expressly or by implication, as waiver by the City of any existing or future right and/or remedy available by law in the event of any claim of default or breach of this Agreement. The failure of the City to insist upon the strict performance of any term or condition of this Agreement or to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the City’s acceptance of and payment for services, shall not release the Consultant from any responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the City to insist upon the strict performance of this Agreement.

16.11 Attorneys’ Fees. In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Agreement or on account of any breach or default hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a jury, which shall be deemed to have accrued on the commencement of such action and shall be enforced whether or not such action is prosecuted through judgment.

16.12 Liens. All materials or services shall be free of all liens and, if the City requests, a formal release of all liens shall be delivered to the City.

16.13…