27-0051 Solicitation RFQ.pdf

City of Goodyear Procurement Office 1900 N. Civic Square Goodyear, AZ 85395

Phone: (623)882-7891 Request for Qualifications

Construction Manager at Risk

Solicitation No: 27-0051 www.goodyearaz.gov Page 1 of 34

Rev. 2/26

Solicitation Number: 27-0051

Project Number: 50063

Service: CMAR – Goodyear Recreation Campus Phase II (Project)

Solicitation Due Date: October 30, 2026 Time: 3:00 pm (Arizona Time)

Procurement Staff: Elizabeth Blakley Phone: (623) 882-7891 Email: elizabeth.blakley@goodyearaz.gov

All Statements of Qualifications (SOQ) must be received by the specified date and time cited above. Late submissions will not be considered. SOQs received by the correct date and time shall be publicly opened and read.

Contractors are advised to carefully read the entire Solicitation Package. SOQs that do not comply with all Instructions to Contractors may be disqualified.

Solicitation packages can be obtained by going directly to: goodyearaz.bonfirehub.com.

The solicitation opening will be live on Microsoft Teams. Offerors may attend the solicitation opening by selecting the link provided on the second page of the solicitation.

Attendance at the Pre-Submittal Conference is not mandatory, however, Contractors are strongly encouraged to attend and are also strongly encouraged to read the entire solicitation prior to the Pre-Submittal Conference.

Pre-Submittal Conference: October 20, 2026, 11:00 am Arizona Time

Pre-Submittal Location: Microsoft Teams – Follow the link provided on the second page of the solicitation.

All communications concerning this solicitation must be directed to responsible procurement staff identified above, via Bonfire messaging. Communications with other city staff may disqualify you from the evaluation process.

CONTRACTORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION

Published in the Arizona Business Gazette – Republic Edition on: October 9, 14, 16 and 21, 2026 https://gcc02.safelinks.protection.outlook.com/?url=http%3A%2F%2Fgoodyearaz.bonfirehub.com%2F&data=05%7C01%7CJacque.Behrens%40goodyearaz.gov%7Cad9858bcf81f4b8171ee08dab77c2c4d%7Cd3c15ad314d04259b2a9ef3cfb13278f%7C0%7C0%7C638024041283765091%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=Ile2vDzsIQTIR%2BgCktAbPuHiezxfAZDcDnXdmYb%2BjXk%3D&reserved=0

Goodyear, AZ 85395

Phone: (623)882-7891 Request for Qualifications

Construction Manager at Risk

Solicitation No: 27-0051 www.goodyearaz.gov Page 2 of 34

MICROSOFT TEAMS MEETING LINKS

PRE-SUBMITTAL CONFERENCE

October 20, 2026 at 11:00 am Arizona Time

Microsoft Teams meeting

Join: https://teams.microsoft.com/meet/265514270477074?p=ZAV9l6E38OHaoy6QDg

Meeting ID: 265 514 270 477 074

Passcode: h4w7yR6e

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SOLICITATION OPENING

October 30, 2026 at 3:00 p.m. Arizona Time

Microsoft Teams meeting

Join: https://teams.microsoft.com/meet/251041521483890?p=2tThURzKzOwKdcb2a0

Meeting ID: 251 041 521 483 890

Passcode: R6NS9kM9

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Learn More | Meeting options https://teams.microsoft.com/meet/265514270477074?p=ZAV9l6E38OHaoy6QDg https://www.microsoft.com/en-us/microsoft-teams/download-app https://www.microsoft.com/microsoft-teams/join-a-meeting https://aka.ms/JoinTeamsMeeting https://teams.microsoft.com/meetingOptions/?organizerId=37b294ca-c730-4a72-823e-da60d8a45534&tenantId=d3c15ad3-14d0-4259-b2a9-ef3cfb13278f&threadId=19_meeting_N2RhZmUxMDQtNTdkNi00MmE3LWEyNDItOGQwZTlkYWI2Zjkw@thread.v2&messageId=0&language=en-US https://teams.microsoft.com/meet/251041521483890?p=2tThURzKzOwKdcb2a0 https://www.microsoft.com/en-us/microsoft-teams/download-app https://www.microsoft.com/microsoft-teams/join-a-meeting https://aka.ms/JoinTeamsMeeting https://teams.microsoft.com/meetingOptions/?organizerId=37b294ca-c730-4a72-823e-da60d8a45534&tenantId=d3c15ad3-14d0-4259-b2a9-ef3cfb13278f&threadId=19_meeting_OWY1OWYxNWYtN2E0Ny00ZjdhLWI3ZjUtNjRlNDVjMWJiNmYw@thread.v2&messageId=0&language=en-US

Goodyear, AZ 85395

Phone: (623)882-7891 Table of Contents

Solicitation No: 27-0051 www.goodyearaz.gov Page 3 of 34

SECTIONS PAGE

Notice Page 2

Table of Contents 3

Instructions to Contractors 4

Standard Terms and Conditions 9

Special Terms and Conditions 21

Scope of Work 24

Offer and Acceptance 27

ATTACHMENTS

Attachment A – Required Submittals 28

Attachment B – Non-Collusion Affidavit 34

ATTACHMENTS UNDER SEPARATE COVER

Attachment C – CMAR GMP Summary

Attachment D – CMAR Agreement (Attached as separate document)

Phone: (623)882-7891 Instructions to Contractors

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1. PREPARATION OF STATEMENT OF QUALIFICATIONS

a. Instructions for Preparing and Submitting Response:

1. SOQs shall be submitted through the City of Goodyear’s procurement portal (Bonfire) website at https://goodyearaz.bonfirehub.com/portal under the appropriate solicitation opportunity. Submissions submitted elsewhere or under the wrong solicitation will not be considered.

2. Solicitation Amendments: Any changes to the solicitation document will be in the form of a solicitation amendment. Amendments are posted on the City of Goodyear’s procurement portal (Bonfire) website at https://goodyearaz.bonfirehub.com/portal under the appropriate solicitation opportunity. Interested parties are cautioned to check the procurement portal (Bonfire) for amendments prior to submitting their SOQ. The City will not be held responsible if a vendor fails to receive any amendments issued.

3. The City shall not be responsible for any oral changes to the scope of work or specifications by any employees or officer of the city and interested parties are cautioned not to rely on any such changes.

b. It is the responsibility of all Contractors to examine the entire solicitation package and seek clarification from the responsible procurement staff person of any item or requirement that may not be clear, and to check all responses for accuracy before submitting a response.

c. All submissions shall be on the forms provided in the solicitation package. It is permissible to copy these forms if required. Hard copies or emailed submissions will not be considered.

d. The Offer and Acceptance document shall be returned with the submittal signed by a person authorized to sign. Documents which require information must be filled out in their entirety.

e. It is the Contractor’s responsibility to obtain a copy of any amendments relevant to this solicitation.

Failure to submit amendments with the SOQ may be grounds for deeming a submittal non-responsive.

f. Periods of time, stated as a number of days, shall be calendar days.

g. It is the responsibility of the responding party to submit the SOQ at the place and by the time provided in the solicitation.

h. Negligence in preparing a response confers no right of withdrawal after the due date and time of the submission. No submission shall be altered, amended, or withdrawn after the specified due date and time.

i. The City will not reimburse the cost of developing, presenting, or providing any responses to this solicitation. Responses submitted for consideration should be prepared simply and economically, providing adequate information in a straightforward and concise manner.

2. SUBSTITUTIONS OR EXCEPTIONS

The City reserves the option to not consider offers for award if the Offeror: i) takes any exception to the specifications and the City does not agree or accept the proposed changes; or ii) proposes a unit which does not meet the City’s specifications exactly and the Offeror does not additionally propose the specified unit prior to bid opening, and the City rejects the alternative identified.

3. . PREPARATION OF SPECIFICATIONS BY PERSONS OTHER THAN CITY PERSONNEL

https://goodyearaz.bonfirehub.com/portal https://goodyearaz.bonfirehub.com/portal

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All specifications shall seek to promote overall economy for the purposes intended and encourage competition and not be unduly restrictive in satisfying the City’s needs. No person preparing specifications shall receive any direct or indirect benefit from the utilization of specifications, other than fees paid for the preparation of specifications.

4. INQUIRIES

Any questions related to the solicitation shall be directed to the responsible Procurement Officer via Messages/Opportunity Q&A on the City’s procurement portal (Bonfire).

Contractors shall not contact or ask questions of other City staff or the City department for which the requirement is being procured.

Any correspondence related to a solicitation should refer to the solicitation number, page, and paragraph number. All questions must be submitted no later than the date/time indicated on the City’s procurement portal (Bonfire).

All questions must be submitted no later than the close of business on October 22, 2026

5. PRE-SUBMITTAL CONFERENCE

A Pre-Submittal Conference will be held. Attendance at the scheduled Pre-Submittal Conferences is not mandatory. The date, time and location of the conference are indicated on the second page of this document. The purpose of this conference will be to clarify the contents of this solicitation to prevent any misunderstanding of the City’s position. Any doubt as to the requirements of this solicitation or any apparent omission or discrepancy should be presented to the City at this conference and in writing via Messages/Opportunity Q&A in Bonfire. The City will then determine if any action is necessary and will issue a written amendment to the solicitation. Oral statements or instructions will not constitute an amendment to this solicitation.

6. LATE OFFERS/MODIFICATIONS/WITHDRAWALS

SOQs, modifications of SOQs, and withdrawals received after the due date and time specified for receipt will be rejected. A Contractor (or designated representative) may withdraw their offer through Bonfire any time prior to the solicitation due date and time.

7. PUBLIC RECORD/CONFIDENTIAL INFORMATION

All offers submitted in response to this solicitation shall become the property of the City and shall become a matter of public record available for review, subsequent to the award. If the Contractor believes that any information provided throughout the procurement process should be withheld as confidential, it is the responsibility of the Contractor to submit to the Procurement Manager a statement when the confidential information is submitted which identifies those items the Contractor believes to be confidential and the legal reason(s) why they are confidential. The Procurement Manager shall review the request for confidentiality and advise the Contractor in writing if the information will be treated as confidential by the City. If the City receives a public records request for any of the information determined to be confidential by the Procurement Manager, the City will use reasonable efforts to give notice to the Contractor prior to the release of the information.

8. OFFER ACCEPTANCE PERIOD

In order to allow for an adequate evaluation, the City requires an offer in response to this Solicitation to be valid for one hundred twenty (120) days after the opening time and date.

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9. DISCUSSIONS

The City reserves the right to conduct discussions with Contractor for the purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in the submittal in order to clarify an offer and assure full understanding of, and responsiveness to, solicitation requirements.

10. PERSONNEL

It is essential that the Contractor provide adequate experienced personnel, capable of and devoted to the successful accomplishment of the work to be performed in this Solicitation. The Contractor agrees that those persons identified in their submittal shall not be removed or replaced without a written request to and approval from the City.

11. AWARD OF CONTRACT

The contract will be awarded pursuant to the provisions of the City of Goodyear Procurement Code.

Notwithstanding any other provision of this solicitation, the Procurement Manager further reserves the right to i) waive any immaterial defect or informality; ii) reject any or all submittals, or portions thereof; iii) reissue the solicitation; or iv) modify or cancel this solicitation.

A response to a solicitation is an offer to contract with the City based upon the terms, conditions and specifications contained in the City’s solicitation and the written amendments thereto, if any. If City Council approval is necessary, offers do not become contracts unless and until they are accepted by the City Council.

A contract is formed when written notice of award(s) is provided to the successful Offeror(s). The Contract has its inception in the award document, eliminating a formal signing of a separate contract.

12. BUSINESS REGISTRATION PERMIT

C o n t r a c t o r s awarded contracts with the City shall be required to obtain a City of Goodyear Business Registration Permit through the Goodyear Business Registration Office. For further information call

Finance, at (623) 932-3910 or bl@goodyearaz.gov .

13. PROTESTS

a. Any interested party may protest a solicitation issued by the City or the proposed award or the award of a City Contract by submitting a request in writing with the Procurement Manager for the City of Goodyear, with a copy directed to the City Attorney for the City of Goodyear as follows:

Jacque Behrens, CPPB Procurement Manager City of Goodyear 1900 N. Civic Square Goodyear, AZ 85395

Roric Massey City Attorney City of Goodyear 1900 N. Civic Square Goodyear, AZ 85395

b. Writing: All protests must be in writing and shall include the following information:

• The name, address and telephone number of the protester;

• The signature of the protester or its representative;

• The solicitation or contract number;

• A detailed statement of the legal or factual grounds of the protest including copies of relevant documents; and

• The form of relief requested. R3-4-16.01

c. Time Frame: To be considered, protests must be filed during the time frame identified in the procurement code.

• Protests of a solicitation must be filed within five (5) days of the first advertising of the solicitation.

mailto:joe.lewandowski@goodyearaz.gov

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• Protests of an award must be filed within ten (10) days of the issue date of the Notice of Award or Notice of Intent to Negotiate and Award.

d. The Procurement Manager is required to notify all interested parties that a protest has been filed.

14. EVALUATION PANEL

Submittals will be evaluated by an evaluation panel, which shall develop a final list with a minimum of three and a maximum of five respondents based on the evaluation criteria. If fewer than three (3) firms respond to the RFQ, or if one or more firms drops out of the procurement or is disqualified so that there are fewer than three

(3) firms participating in the selection process, the City may elect to proceed with the selection with responsive and responsible firms or may elect to terminate the procurement.

15. PANEL CONTACT

Contractors shall have no exclusive meetings, conversations, or communications with an individual evaluation panel member on any aspect of the solicitation, after submittal.

16. INTERVIEWS

Interviews may be held as part of the evaluation process. If interviews are held, criteria and the evaluation process will be provided to those firms on the final list who are invited to interview. The City shall not reimburse the firms for the costs associated with the interview process.

17. BASIS OF AWARD

If no interviews are held, the final selection will be based on the scores for the SOQs alone. If interviews are held, the final selection will be based on the scores for the SOQs and interviews combined. In either case, the award shall be made to the responsive, responsible contractor whose responses are determined to be the most advantageous to the City.

18. CONFLICT OF INTEREST

Contractors shall fully disclose all known and potential conflicts that could influence or appear to influence their judgment or the quality of their services.

19. PANEL AND CITY EMPLOYEE CONTACT

Beginning on the date the RFQ is issued and until the date the contract is awarded or the RFQ withdrawn, all persons or entities that respond to the RFQ, including their authorized employees, agents, representatives, proposed partner(s), subcontractor(s), joint venture(s), member(s), or any of their lobbyists or attorneys (collectively the Contractor), will refrain from any direct or indirect contact with any person (other than the designated Purchasing Officer) who may play a part in the selection process, including members of the evaluation panel, the City Manager, Assistant City Manager, Deputy City Managers, Department heads, the Mayor and other member of the Goodyear City Council. As long as the RFQ solicitation is not discussed, Contractors may continue to conduct business with the City and discuss business that is unrelated to this RFQ solicitation with City staff.

20. OFFER RESULTS

SOQs will be opened on the stated due date, time, and location indicated on the cover p a g e of the solicitation, at which time the name of each contractor shall be read. SOQs and other information received in response to the solicitation shall be shown only to authorized City personnel having a legitimate interest in them or persons assisting the City in the evaluation. SOQs are not available for public inspection until after award recommendation has been posted on the City’s website.

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An executive summary will be posted on the City’s website, http://www.goodyearaz.gov/business/vendor-services-procurement/bid-results within five (5) calendar days of the SOQ due date. The information on the executive summary will be posted as it was read during the opening. Once the City has evaluated the SOQs an award recommendation will be posted in Bonfire. No further notification will be provided to unsuccessful Contractors.

END OF INSTRUCTIONS TO CONTRACTORS

http://www.goodyearaz.gov/business/vendor-services-procurement/bid-results http://www.goodyearaz.gov/business/vendor-services-procurement/bid-results

Phone: (623)882-7891 Standard Terms and Conditions

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SECTION 1 DEFINITIONS

1.1 “Contract” means this Professional Services Contract, including the standard terms and conditions, special terms and conditions, specifications/scope of work, fee schedule/price sheet, the solicitation documents, instructions to Offerors (including documents referenced and included therein) and any attachments, exhibits and addendum referenced herein, the offer and any best and final offer as accepted by the City, and any amendments.

1.2 “Contractor” means the individual, offeror, partnership, entity, firm, company, or corporation who, as a result of the competitive process, is awarded a contract by the City of Goodyear.

1.3 “Days” means calendar days unless otherwise specified herein.

1.4 “Key Personnel” means the individual who will contribute to the execution of a project in a substantive measurable way. Generally, the Project Manager and or those that will be working on projects are considered key personnel relative to this project.

1.5 “Litigation Expense” means any court filing fee and costs, arbitration fees or costs, witness fee, arbitration fees, and each other fee and cost of investigating and defending or asserting any claim for indemnification under this Contract, including, without limitation, in each case, attorneys’ fees, professional fees, disbursements and each other fee and cost of investigating and defending, appealing or asserting any claim for indemnification under this Contract.

1.6 “Loss” means any liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages (including punitive damages), diminution in value, fines, fees and penalties or other charge, other than a litigation expense.

1.7 “Services”, “Work” or “Project” means the subject matter of this Contract as set forth in the Scope of Work.

1.8 “Subcontract” means any Contract, express or implied, between the Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any goods or services required for the performance of the Contract.

1.9 “Substantial Completion” means when the Work, or an agreed upon portion of the Work, is sufficiently complete so that City can occupy and use the Project or a portion thereof for its intended purposes. This may include, but is not limited to: (i) approval by City Fire Marshall and local authorities (Certificate of Occupancy);

(ii) Elevator Permit; (iii) all systems in place, functional, and displayed to the City or its representative; (iv) all materials and equipment installed; (v) all systems reviewed and accepted by the City; (vi) draft O&M manuals and record documents reviewed and accepted by the City; (vii) City operation and maintenance training complete; (viii) HVAC test and balance completed (Provide minimum thirty (30) days prior to projected substantial completion); (ix) landscaping and site work; and (x) final cleaning.

1.10 “Work Product” means but is not limited to plans, specifications, cost estimates, tracings, studies, design analyses, original Mylar drawings, computer aided drafting and design (CADD) file, computer disks and/or other electronic records and media, and all “architectural work” and “works made for hire” as defined herein and by the United States Copyright Act, 17 U.S.C. § 101, et seq.

SECTION 2 SERVICES PROVIDED BY CONTRACTOR

2.1 Scope of Work. Contractor shall provide those “Services” described in the Scope of Work. Services which are outside the scope of basic services contained herein shall not be performed by Contractor without prior written consent of the City. Authorized additional Services shall be compensated for by a fee mutually

Solicitation No: 27-0051 www.goodyearaz.gov Page 10 of 34 agreed upon between the City and Contractor.

2.2 Professional Practices. All Services shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence, and skill ordinarily exercised by professionals in similar fields and circumstances in accordance with sound professional practices.

Contractor is responsible for knowing and complying with all applicable laws, rules, and regulations, including all applicable building regulations, license, and permits requirements.

2.3 Performance to C it y’s Satisfaction. Contractor agrees to perform all Services required by this Contract to the complete satisfaction of the City and as required herein. If the quality of work is not satisfactory to the City, in addition to any and all other remedies available by law, the City in its discretion has the right to do any or all of the following: (i) Meet with Contractor to review quality of work and resolve the matters of concern; (ii) Require Contractor to repeat the work at no additional fee until it is satisfactory to the City; and/or (iii) Terminate the Contract as provided herein.

2.4 Investigation. Contractor warrants and agrees familiarity of the work is required to perform the Services, is satisfied as to the conditions under which it is to be performed, is competent to perform the Services and enters into this Contract based upon the Contractors own investigation.

SECTION 3 COMPENSATION AND BILLINGS/PAYMENTS

3.1 Compensation. Contractor’s total compensation, including those Services furnished by its Subcontractors, shall not exceed the amounts negotiated by both parties.

3.2 Method of Billing. Contractor will invoice City by the 10th day of each month for Services provided during the prior month. Invoices shall contain itemized hourly fees and specifically describe the Services performed, the name of the person(s) performing the Services, and supporting documentation.

3.3 Review and Withholding. City’s Project Manager shall review invoices to certify payment requests. If an invoice is rejected, the City Project Manager will issue a notice of the items not approved for payment. If during the course of the Contract, Services performed do not meet the requirements set forth in the Contract, Contractor shall correct or modify the work to comply with the Contract requirements and the City shall have the right to withhold payment for such work until Contractor complies with the requirements of the Contract to the reasonable satisfaction of the City.

3.4 Payment. City shall pay Contractor within 30 days from the date the City receives a complete, correct and approved invoice.

3.5 Advance/Late Payments. Advance payments are not authorized. The City will not honor any invoices or claims which are tendered more than one (1) year after the last item of the account accrues.

3.6 Fund Appropriation Contingency. Funds may not presently be available for performance under this

Contract beyond the City’s current fiscal year starting July 1 and ending on June 30th of the following year.

If payment for Contract Services extends into a new fiscal year, the City’s obligation to pay for such performance is contingent upon approval of future appropriations by City Council to fund this Contract. The City shall have no legal liability to pay funds due for performance under the terms of the Contract until and unless such funds are appropriated.

3.7 Free on Bo ard (“FOB”) Des tina tio n. All prices are F.O.B final destination, unless otherwise provided.

3.8 Taxes. Contractor is solely responsible for any and all tax obligations that may result from the Contractor’s

Solicitation No: 27-0051 www.goodyearaz.gov Page 11 of 34 performance of this Contract.

SECTION 4 PROJECT TEAM/SUBCONTRACTORS/CITY PROJECT MANAGER

4.1 Project Team Selection. Prior to the start of any Services, Contractor shall provide the City detailed resumes of the proposed project manager, team members, and all subcontractors Contractor wishes to assign or use to perform the Contract Services for review and final approval by the City. Contractor will maintain an adequate and competent staff of qualified persons with sufficient training, knowledge and experience consistent with applicable standards as required by this Contract. The project manager shall be responsible for and supervise all project team members and any other employees and subcontractors assigned by the Contractor. Contractor agrees that, once assigned to work under this Contract, the project manager and team shall not be removed or replaced without prior written consent of the City.

4.2 Discharge, Reassign, Replacement. Contractor will not discharge, reassign, replace or diminish the responsibilities of any team member approved by the City without City’s prior written consent unless that person leaves the employment of Contractor, in which case the substitute must be approved by the City.

Contractor will promptly remove any project team member at the City’s request if that member’s performance does not equal or exceed the level of competence the City may reasonably expect of a person performing those duties or if the City reasonably believes the acts or omissions of that person are detrimental to the development of the Project.

4.3 Coordination; Interaction. Contractor’s project team are expected to work in close consultation and cooperation with all professionals working on the Project.

4.4 Subcontracts. Contractor shall not enter into any subcontract for the performances of any Service for this

Contract without the prior approval of the City’s Project Manager. Contractor shall identify all proposed subcontractors and subcontractor’s proposed responsibilities. All subcontracts shall incorporate by reference all terms and conditions of this Contract. Contractor is solely responsible for the performance and payment of its subcontractors.

4.5 City Project Manager. The City will designate a City Project Manager to act on behalf of the City during the term of this Contract. The City Project Manager has the authority to administer this Contract and shall oversee and monitor compliance with all Contract terms and conditions. All requests for information or decisions to be made by the City for this Contract shall be directed to the City Project Manager.

SECTION 5 LICENSING, DEBARMENT AND SUSPENSION

5.1 Licensing/Permits. Contractor warrants and certifies that Contractor and its Subcontractors will maintain valid licenses, registrations, permits, and other approvals necessary to perform the Services required under this Contract (“Approvals”). Contractor shall immediately advise the City in writing of any change in information provided by Contractor or its subcontractors as it relates to any Approvals. Noncompliance with this provision is a material breach of Contract.

5.2 Debarment/Suspension. Contractor warrants and certifies neither Contractor nor any of its subcontractors:

a. Are presently debarred, suspended, proposed for debarment, declared ineligible or otherwise legally excluded from contracting with any federal, state or local government entity; and

b. Have not been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (federal, state or local) transaction or contract; violation of federal or state anti-trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property within a three (3) year period preceding this Contract;

c. Are not, or have not been, indicted of or otherwise criminally charged by a governmental entity with

Solicitation No: 27-0051 www.goodyearaz.gov Page 12 of 34 the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing any public transaction or contract under a public transaction; violation of federal or state anti-trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property, and

d. Have not had one or more public transaction (federal, state or local) terminated for cause or default.

5.3 City has no affirmative duty or obligation to confirm or deny the existence or issuance of any Approvals or

Debarments, or to examine Contractor’s contracting ability.

SECTION 6 WORK PRODUCT/CONFIDENTIALITY/ENCRYPTION

6.1 Ownership of Intellectual Property. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of this Contract and/or any related subcontract (“Intellectual Property”) shall be work made for hire and the City shall be considered the creator of such Intellectual Property. The City shall own the entire right, title and interest to the Intellectual Property throughout the world. Contractor shall notify the City, within 30 days, of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any subcontractor (s), agrees to execute any and all document(s) necessary to vest ownership of the Intellectual Property in the City and shall take no affirmative actions that may have the effect of vesting all or part of the Intellectual Property in any entity or person other than the City. If applicable, Contractor shall place the professional seal of Contractor on all plans and documents prepared in the performance of this Contract. This section is intended to apply to all original designs, plans and specifications exclusively developed for the City by Contractor and not intended to apply to standard details, systems and specifications developed and used by Contractor which shall remain the property of Contractor and may be used with other projects without City’s consent. Contractor warrants, and agrees to indemnify, hold harmless and defend the City for, from and against any claim that any Work Product infringes on third-party propriety rights. It is expressly agreed by Contractor that the covenants in this section are irrevocable and perpetual.

6.2 Confidential/Proprietary. All data, regardless of form, including originals, images and reproductions, prepared by, obtained by, or transmitted to Contractor in connection with this Contract are confidential, proprietary information owned by the City. Contractor shall not disclose data generated in the performance of the Services to any third person without the prior written consent of the City Manager.

6.2.1 Contractor, its employees and subcontractors, in the course of their duties, may have access to financial, accounting, statistical, and personnel data of private individuals and employees of the City.

Contractor covenants that all such data, documents, discussion, or other information developed or received by Contractor or provided in performance of this Contract, whether electronic format or hard copy, are deemed confidential or restricted City information, and shall be secured and protected to avoid unauthorized access, and not be disclosed by Contractor, its employees or subcontractors without prior written authorization from the City.

6.2.2 At a minimum Contractor shall ensure all electronic transmissions of confidential data are encrypted and any cryptographic algorithm implementations used have been validated by the National Institute of Standards and Technology (NIST). The use of proprietary encryption algorithms will not be allowed for any purpose. The export of encryption technologies is restricted by the U.S. Government.

6.2.3 In the event that Contractor reasonably believes that any Confidential Data has been compromised, Contractor shall notify the City Attorney immediately. Contractor agrees to reimburse the City for any costs incurred by the City to investigate potential breaches of this data and, where applicable, the cost of notifying individuals who may be impacted by the breach.

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6.3 City Use. City may reuse the Work Product provided by Contractor and its subcontractor pursuant to this

Contract at its sole discretion. In the event the Work Product is used for another project or modified by the

City without further consultation with Contractor, the City agrees to indemnify and hold Contractor harmless from any claim arising out of such use of the Work Product. In such case, City will also remove any seal and title block from the Work Product.

SECTION 7 TERMINATION

7.1 Termination. The City may terminate this Contract in whole or in part, with or without cause and for any reason, including the City’s convenience, upon thirty (30) days written notice to the Contractor.

7.2 Compensation. In the event of termination, Contractor shall immediately stop all work hereunder, and shall immediately cause any of its suppliers and subcontractors to cease such work. As compensation in full for Services performed to the date of such termination, the Contractor shall receive a fee for the percentage of services actually performed to the satisfaction of the City. This fee shall be in the amount mutually agreed upon by the Contractor and City, based on the Scope of Work and fee schedule. If there is no mutual agreement, the City Project Manager shall determine the percentage of work performed for each task detailed in the Scope of Work, with Contractor’s compensation based on such determination and the fee schedule included herein.

7.3 Acts of Insolvency/Other. The City may terminate this Contract immediately by written notice to Contractor if any of the following occurs: Contractor becomes insolvent; makes a general assignment for the benefit of creditors; suffers or permits the appointment of a receiver for its business or assets; becomes subject to any proceeding under any bankruptcy or insolvency law, foreign or domestic; is wound up or liquidated, voluntarily or otherwise; persistently or repeatedly refuses or fails to complete the work required herein; persistently disregards law, rules or regulations; or fails to make prompt payment to subcontractors for material or labor.

7.4 Documents/Work Product. In the event of termination of this Contract, all documents and work product prepared by Contractor pursuant to this Contract including, but not limited to, finished or unfinished design, development and constructions documents, studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of the City’s delivery of termination notice to Contractor, at no cost to the City. Any use of uncompleted documents without specific written authorization of Contractor shall be at City’s sole risk and without liability or legal expense to Contractor.

SECTION 8 INDEMNIFICATION/RISK OF LOSS

8.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend, indemnify, save and hold harmless the City, its elected officials, officers, agents and employees (hereinafter referred to as "Indemnitee") for, from and against any and all claims, demands, actions, damages, judgments, settlements, personal injury (including sickness, disease, death and bodily harm), property damage (including loss of use), infringement, governmental action and all other losses and expenses, including attorney’s fees and Litigation Expenses asserted by a third-party (i.e. a person or entity other than City or Contractor) and that is caused by, related to, arises out of, or alleged to have resulted from, in whole or in part, any negligent, reckless or intentional acts, errors, fault, mistakes, omissions, work, or service of the Contractor, its directors, officers, employees, agents, representatives, or any tier of subcontractors or any other person for whose acts, errors, fault, mistakes omissions, work or service the Contractor may be legally liable in the performance of this Contract.

The Indemnification provided hereunder shall extend to claims arising out of, or recovered under, Arizona's Workers' Compensation Law or the failure of Contractor to conform to any applicable and appropriate law, rule, regulation or court decree. It is the specific intention of the Parties that the Indemnitee shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that the Contractor will be

Solicitation No: 27-0051 www.goodyearaz.gov Page 14 of 34 responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable.

Contractor agrees to waive all rights of subrogation against Indemnitee for claims arising from the work performed by Contractor, its directors, officers, employees, agents, representatives, or any tier of subcontractors pursuant to this Contract. The provisions of Section 10 are irrevocable and perpetual, and shall survive the expiration or termination of this Contract.

8.2 Indemnification – Patent, Copyright and Trademark. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, save and hold harmless the City, its elected officials, officers, agents, and employees (hereinafter referred to as "Indemnitee") individually and collectively at Contractor’s own expense, for, from and against any liability, including any and all expenses, losses, royalties, profits, judgments, damages, including all legal costs and expenses, court costs and attorney fees, for infringement of any patent, copyright, trademark and other proprietary rights of any third parties arising out of, related to or resulting from this Contract or use by the City of materials furnished or Services performed under this Contract. The City may be represented by, and actively participate through, its own counsel in such suit or proceedings, if it is so desires.

8.3 Cooperation. In the event any claim or action is brought against the City relating to Contractor’s Services, Contractor shall provide the City with any and all reasonable assistance and cooperation which the City may require or request.

8.4 Title and Risk of Loss. Title and risk of loss of goods and Services shall not pass to the City until the City authorized personnel actually receives and accepts the goods or Services at the point of delivery; and such loss, injury or destruction shall not release the Contractor from any obligation hereunder. Mere receipt does not constitute final acceptance. The risk of loss for nonconforming goods shall remain with the Contractor regardless of receipt.

8.5 Acceptance. All material and Services are subject to final inspection and acceptance by the City. Material or

Services failing to conform to the specifications of this Contract shall be held at Contractor’s risk and may be rejected by the City. If returned or rejected, all costs are the responsibility of the Contractor.

8.6 Force Majeure. Neither Party shall be in default by reason of any failure in performance of this Contract if such failure arises out of causes beyond their reasonable control and without the fault or negligence of said Party including, unforeseeable Acts of God; terrorism or other acts of public enemy; war and epidemics or quarantine restrictions.

If either Party is delayed at any time in the progress of the Work by force majeure, the delayed Party shall notify the other Party in writing of such delay, as soon as is practical, of the commencement thereof and shall specify the causes of such delay in the notice. The notice shall be hand-delivered or mailed certified-return receipt and shall make a specific reference to this provision. The delayed Party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by contract modification for a period of time equal to the time that results or effects of such delay prevent the delayed Party from performing in accordance with this contract.

SECTION 9 REPRESENTATIONS/WARRANTIES

9.1 Warranties. Contractor warrants that all goods and Services provided under this Contract shall fully conform to the specifications of this Contract and all representations of the Contractor, and shall be fit for all purposes and uses required by the Contract.

9.2 Safety. Contractor shall take all necessary precautions for the safety of employees on the work site and shall comply with all applicable provisions of law, rules, and regulations. If applicable, Contractor shall erect and properly maintain at all time, as required by the conditions and progress of the work, all necessary

Solicitation No: 27-0051 www.goodyearaz.gov Page 15 of 34 safeguards for the protection of workers and the public and shall post signs warning against known or unusual hazards.

9.3 Responsibility for Errors. Contractor shall be responsible for its work and results under this Contract.

Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City’s Project Manager regarding any Services rendered under this Contract at no additional cost to the City.

In the event that an error or omission attributable to Contractor occurs, Contractor shall, at no cost to the City, provide all necessary design drawings, estimates and other professional services necessary to rectify and correct the matter to the sole satisfaction of the City.

9.4 Noncompliance with Section 11 is a material breach of Contract. Section 11 shall survive the termination or expiration of this Contract.

SECTION 10 CONTRACTOR REPRESENTATIONS

10.1 Compliance with law. Contractor, its employees and subcontractors shall provide all Services under this

Contract in compliance with all applicable laws, rules, regulations, building codes, life safety codes, and other standards and criteria designated by the City.

10.2 Non-Discrimination. Contractor shall not discriminate against any person on the basis of race, color, religion, age, gender, or national origin in the performance of this Contract, and shall comply with the terms and intent of Title VI of the Civil Rights Act of 1964, P.L. 88-354 as amended; the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986, the Drug Free Workplace Act of 1989 and Arizona Executive Order 2009-09 as amended, in performing this Contract and to permit the City to verify such compliance.

10.3 E-Verify. Pursuant to the provisions of the Federal Immigration and Nationalization Act and A.R.S. § 41-

4401, as amended, Contractor hereby warrants to the City that the Contractor and each of its subcontractors will comply with all federal immigration laws and regulations that relate to the immigration status of their employees and the requirement to use E-Verify set forth in A.R.S. § 23-214. The City may request verification of compliance from Contractor and any of its subcontractors under this Contract. The City reserves the right to confirm compliance. Should the City suspect or find that the Contractor or any of its subcontractors are not in compliance, the City may pursue any and all remedies allowed by law, including, but not limited to suspension of Services, termination of the Contract for breach or default, and suspension and/or debarment of the Contractor. All costs necessary for compliance shall be solely borne by the Contractor.

10.4 Evidence of lawful presence in the United States. In accordance with A.R.S. §§ 1-501, 1-502, as amended, and as a condition of entering into this Contract, a natural person shall execute an affidavit, and present one of the identification documents identified by statute, verifying their lawful presence in the U.S. Failure to execute this affidavit upon submittal of the Contract documents shall be considered nonresponsive and shall result in rejection of the submitted response and automatic cancellation of this Contract. Companies, corporations, and limited partnerships (anyone other than an individual) are not required to complete and submit this form prior to receiving a public benefit.

10.5 Liens. Contractor shall hold the City harmless from claimants supplying labor or materials to the Contractor or its subcontractors in the performance of the Services required under this Contract. Contractor shall provide written certification that all liens against materials and labor have been satisfied before the City will make final payment.

10.6 Notice of Action/Suit. Contractor shall give the City prompt notice in writing of any action or suit filed, and

Solicitation No: 27-0051 www.goodyearaz.gov Page 16 of 34 prompt notice of any claim made against Contractor by any entity that may result in litigation related in any way to this Contract and/or which may affect the Contractor’s performance under this Contract.

10.7 Advertising. Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the City Manager.

10.8 City Logos/Marks. Contractor shall not use any trade name, trademark, service mark, or logo of the City (or any name, mark or logo confusingly similar thereto) in any advertising, promotions, or otherwise, without the City’s express prior written consent.

10.9 Public Records. Contractor acknowledges all Contract documents provided to the City may be subject to disclosure pursuant to Arizona Public Records laws.

10.10 Continuation of Services – Israel. Contractor certifies that it is not currently engaged in and agrees for the duration of this Contract that it will not engage in a boycott of Israel, as that term is defined in A.R.S. § 35-393.

10.11 Compliance with HB 2488 Uyghurs; forced labor; contracts; prohibition. Stipulates that a public entity (including a city or town) may not enter into or renew a contract with a company for the acquisition or disposition of supplies, services, goods, information technology or construction unless the contract includes a written certification that the company does not currently, and agrees for the duration of the contract that it will not, use:

• The forced labor of ethnic Uyghurs in the People’s Republic of China;

• Any services or goods produced by the forced labor of ethnic Uyghurs in the People’s Republic of

China; and

• Any suppliers, contractors or subcontractors that use the forced labor or any services or goods produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

Requires a company, within 5 business days after becoming aware of noncompliance, to notify the public entity that the company is not in compliance with the written certification during the term of the contract.

The bill stipulates that the contract terminates if the company does not provide the public entity with a written certification that the company has remedied the noncompliance within 180 days after notifying the public entity of the noncompliance. Specifies that if the contract termination date occurs before the end of the remedy period, the contract terminates on the contract termination date. The provisions do not apply to a contracts entered into before the general effective date.

SECTION 11 RIGHTS/REMEDIES

11.1 Right of Assurance. Whenever one Party to this Contract in good faith has reason to question the other

Party’s intent or ability to perform, that Party questioning performance may demand that the other Party give a written assurance of this intent to perform. In the event that a demand is made and no written assurance is given within five (5) days, the demanding Party may treat this failure as an anticipatory repudiation of the Contract.

11.2 Stop Work Order. The City may, at any time by written order to the Contractor, require the Contractor to stop all or any part of the work called for by this Contract for period(s) of days indicated by the City after the order is delivered to the Contractor.