On-Call_Water___Wastewater_Consulting_Services_(Addendum__1_Revision).pdf

REQUEST FOR QUALIFICATIONS

ON-CALL WATER & WASTEWATER CONSULTING SERVICES

The City of Surprise, Arizona

Project ID: 326287

RELEASE DATE: April 9, 2026 DEADLINE FOR QUESTIONS: April 23, 2026

RESPONSE DEADLINE: May 14, 2026, 11:00 am

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://procurement.opengov.com/portal/surpriseaz

On-Call Water & Wastewater Consulting Services

I. Legal Notice II. Introduction

III. Instructions to Offerors IV. Evaluation Phases V. Statement of Work

VI. Standard Terms and Conditions VII. Special Terms and Conditions

VIII. Insurance Requirements IX. Vendor Response

City of Surprise, AZ

1 Legal Notice

1.1 Notice

The City of Surprise is accepting Statements of Qualifications ("SOQ") from qualified firms to provide On-Call Water & Wastewater Consulting Services for the Water Resource Management department per the specifications herein.

In accordance with the City Procurement Code, competitive sealed SOQs will be received by the City Procurement Division via the City's e-Procurement Portal, OpenGov (https://procurement.opengov.com/portal/surpriseaz) until the date and time cited in this document. Proposals must be in the actual possession of the City Procurement Division on or prior to the exact date and time indicated within this solicitation. Late responses will not be considered. Offerors must carefully read the entire Request for Qualifications (RFQu) package.

Information regarding the requirements of this RFQu as well as the entire information package can be downloaded from the City’s e-Procurement Portal.

The City shall not be held responsible for any oral instructions or formal documentation of any information exchange during a pre-proposal meeting. Any changes to this Request for Qualifications will be in the form of a published amendment. All technical questions regarding this Request for Qualifications must be submitted in writing via the City's e-Procurement Portal.

Please reference 326287 in all your communications to the City.

Misty Gomez Procurement Officer Sr

Publication: AZ Business Gazette and City of Surprise website:

https://www.surpriseaz.gov/bids.aspx Date(s): April 9, 2026 and April 16, 2026

2 Introduction

2.1 Summary

The City of Surprise Water Resource Management Department is accepting Statements of Qualifications ("SOQ") from qualified consulting firms to provide On-Call Water & Wastewater Consulting Services in support of water and wastewater facilities, infrastructure, operations, and water resource planning issued under this Request for Qualifications ("RFQu"). The City intends to enter into multiple contract(s) with qualified firms that can demonstrate their abilities to provide the required services on an as-needed, task-oriented basis. Responses will be evaluated based on qualifications, relevant experience, and technical competence in accordance with the specifications herein.

2.2 Background

The City serves approximately seventy-five thousand (75,000) wastewater customers and twenty-five thousand (25,000) water customers. Surprise is currently one hundred square miles (100 mi.2) in size, with a planning area of over three hundred square miles (300 mi.2) . The City operates twenty-two (22) wells, seven (7 ) water supply facilities, four (4) wastewater treatment plants, and all the associated pipelines. More information can be found on the City’s webpage.

The Water Resource Management Department will use Contracts awarded under this solicitation to aid in the delivery of asset replacement projects, capital improvement program delivery, and studies that are necessary to support the department.

This Solicitation shall replace, supersede, and take the place of the existing contract(s) awarded under Solicitation No. 321079, which are set to expire on 06/30/2026.

2.3 Contact Information

Misty Gomez Procurement Officer Sr 16000 N. Civic Center Plaza Surprise, AZ 85374 Email: misty.gomez@surpriseaz.gov Phone: (623) 222-3722 Department:

Water Resource Management

2.4 Timeline

Release RFQu Date April 9, 2026 mailto:misty.gomez@surpriseaz.gov tel:(623)222-3722

Optional Pre-Submittal Meeting (Non- Mandatory)

April 16, 2026, 11:00am Virtual Microsoft Teams https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting

Meeting ID: 295 760 237 579 22 Passcode: gj3oG6tL

Dial in by phone +1 480-561-5974, United States, Phoenix Phone conference ID: 913 055 84#

Final Date/Time for Questions April 23, 2026, 5:00pm

Question Response Deadline April 28, 2026, 5:00pm

RFQu Due Date/Time May 14, 2026, 11:00am

Estimated Short List Notification May 29, 2026 Surprise City Hall 16000 Civic Center Plaza Surprise, AZ 85374

Estimated Interview Date June 3, 2026

Anticipated Contract Award June 30, 2026 https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting

3 Instructions to Offerors

3.1 OFFER SUBMISSION, DUE DATE AND TIME

Offers in response to this Solicitation shall be submitted via the City’s e-Procurement Portal, OpenGov and must be received no later than Thursday, May 14, 2026 at 11:00 am.

3.2 PREPARATION OF SOQ

A. All SOQs must be on the forms provided in this RFQu package. It is permissible to copy these forms if required. Faxed or e-mailed responses will not be considered.

B. The Offer Form must be submitted via the City's e-Procurement Portal with a signature by a person authorized to sign the Offer.

C. Unless specifically stated, any reference to a number of day shall refer to calendar days.

D. It is the responsibility of all prospective Offerors to examine the entire RFQu package and seek clarification of any item or requirement that may not be clear and to check all responses for accuracy before submitting a SOQ. Negligence in preparing a SOQ confers no right of withdrawal after SOQ due date and time.

3.3 SOQ FORMAT

SOQs shall be submitted via the City’s e-Procurement Portal. SOQ submissions are limited to a maximum of fifteen (15) pages in length, excluding the Offer Form, Cover Letter, Past Performance Verification forms, and any other required forms. Adherence to the maximum page criteria is critical; each page side with evaluation criteria information will be counted. Detailed written responses shall be on 8 ½” x 11” paper using font no smaller than 11-point and printed on one side. Pages that have photos, charts, graphs or criteria information will be counted towards the maximum number of pages. Supplemental resumes are not allowed and will be counted towards the page limit. The SOQ response shall be submitted with the following sections:

A. Offer Form

The first section of the SOQ shall contain the Offer Form. The Offer Form shall be signed by an authorized representative of the Offeror, such as the owner, partner, or in the case of a corporation, the President, Vice President, Secretary, or other corporate officer(s) that is permitted to contract on behalf of the organization.

B. Cover Letter

The Cover Letter shall identify the Offeror, including its name, address, telephone number, fax number, and email address. The Cover Letter must include signature of an officer of the Offeror authorized to contract for work.

C. SOQ Response

The SOQ response should address all of the following evaluation criteria.

1. General Information.

Provide a brief but narrative response to the following questions for the Offeror's information:

a. Provide a general description and the legal organization of the Offeror that is proposing to provide the Services.

b. Provide the history, year and philosophy of the Offeror.

c. Provide a short narrative and description of the offered Services to be provided to the City.

d. Provide contact information, including the name(s), email address, phone number for the key personnel who will be providing the Services to the City.

e. Provide specific information on the extent of Offeror's experience in providing the Water/Wastewater Consulting Services for other Arizona municipalities, including the City of Surprise.

2. Experience of the Offeror.

Provide in detail the Offeror's experience and successful project completion for each listed discipline.

a. Planning and Engineering

b. Water Resources & Hydrology

c. SCADA, Control Systems, & Electrical Systems

d. Regulatory & Permitting Support

e. System Evaluation & Asset Management

f. Construction Implementation Support

3. Key Personnel.

Identify the proposed key personnel who will be assigned for any project related to Water/Wastewater Consulting Services. For each key person, the Offeror shall provide the direct and relevant experience. Include in the following:

a. Name & title and list of responsibilities.

b. Years of relevant professional experience for each discipline.

c. Education and professional registrations/certifications.

d. Length of time with the Offeror.

4. Past Performance Evaluation Forms (PPVF)

The City desires to receive feedback on past performance of the Offeror's projects. Provide a copy of the attached Past Performance Verification form (PPVF) to Public/Private

Agencies, for which the Offeror has substantially completed similar work, to fill out a copy of the PPVF for three (3) similar projects. Provide this form to the Owner, or Owner’s representative, directly responsible for oversight of the project to complete and submit these forms with the Offeror's SOQ submission through the City's e-Procurement Portal. If the Offeror has completed previous similar work for the City of Surprise, it is recommended that you utilize this experience. If the Offeror has not completed prior projects with the City, the Offeror will not be penalized.

Zero points will be awarded for projects:

▪ If the PPVF is not include in the SOQ;

▪ If a project referenced in the PPVF is not substantially complete;-

▪ If the Offeror submitting was not the prime consultant; or-

▪ If the person responding was not directly responsible for project oversight

5. Additional Requirements. These additional requirements shall be submitted in the Vendor Response section.

▪ Executed Offer Form

▪ Executed Affidavit of Non-Collusion - Notarized

▪ Executed Immigration Warranty

▪ Executed Certificate of Insurability Statement

▪ Terms & Conditions Exceptions

▪ License Requirements

▪ MBWE/Local Vendor

▪ Compliance with A.R.S. § 35-393.01

▪ Signed W-9

▪ Compliance with A.R.S. § 35-394

Failure to provide all documents or follow the provided order in the SOQ may result in the Offeror's submission being deemed non-responsive. The City of Surprise reserves the right to retain all SOQs submitted and to use any ideas in a SOQ regardless of whether that SOQ is selected. Submission of a SOQ indicates acceptance by the Offeror of the conditions contained in this RFQu, unless clearly and specifically noted in the SOQ submitted, and confirmed in the Contract between the City and the Offeror selected.

3.4 INQUIRIES

Any question related to the RFQu must be submitted in writing through the OpenGov Question/Answer Tab via the City's e-Procurement portal, on or before Thursday, April 23, 2026, by 5:00 pm. Please include the section title for each question, if applicable, in order to ensure that questions asked are responded to correctly. All questions submitted and answers provided shall be electronically distributed to Offeror's following this solicitation on the City's e- Procurement Portal.

3.5 PROSPECTIVE OFFERORS CONFERENCE

A prospective Offerors conference may be held. If scheduled, the date and time of this conference will be indicated on the cover page of this document. The purpose of this conference will be to clarify the contents of this RFQu in order to prevent any misunderstanding of the City’s position. Any doubt as to the requirements of this RFQu or any apparent omission or discrepancy should be presented to the City. The City will then determine if any action is necessary and may issue a written amendment to the RFQu. Oral statements or instructions will not constitute an amendment to this RFQu.

3.6 LATE SOQs

Late proposals will not be considered.

3.7 WITHDRAWAL OF SOQ

At any time prior to the specified SOQ due date and time, SOQs may be withdrawn through the City's e-Procurement Portal, the responding Offeror may “unsubmit” their SOQ in OpenGov.

After withdrawing a previously submitted SOQ, the responding Offeror may submit another SOQ at any time up to the deadline for submitting SOQs prior to the proposal opening.

3.8 AMENDMENT OF RFQu

Any addenda shall be posted on the City's e-Procurement Portal and must be acknowledged by the Offeror. Addenda notifications will be emailed to all persons on record as following this RFQu. Failure of any Offeror to receive any such addenda or interpretation shall not relieve such Offeror from any obligation under their SOQ as submitted. All addenda so issued shall become part of the Contract documents.

3.9 RESPONSIVE OFFEROR

The Offeror shall be a “Responsive Offeror,” as defined by the City Procurement Code. A Responsive Offeror is an Offeror determined by the Procurement Manager to have submitted a SOQ that conforms in all material respects to the requirements of the RFQu documents.

3.10 RESPONSIBLE OFFEROR

The Offeror shall be a “Responsible Offeror, as defined by the City Procurement Code. A Responsible Offeror is an Offeror is determined by the Procurement Manager to have all of the following qualities:

A. The ability, capacity, experience and skill to provide the Goods and/or Services in accordance with RFQu specifications;

B. The ability to provide the Goods and/or Services promptly, or within the time specified, without delay or interference;

C. The equipment, facilities and resources of such capacity and location to enable the Offeror to provide the Goods and/or Services;

D. The ability to provide future maintenance, repair, parts and service for the use of the Goods and/or Services purchased, if applicable;

E. The quality and adaptability of the Goods and/or Services required or necessary to the particular use; and

F. The financial resources to perform the Contract.

3.11 SOQ EVALUATION

Selection Committee: A Selection Committee will evaluate the Statements of Qualifications and develop a short list of firms based on total average ranked scores. The criteria to be used to determine the order of firms on the final list are set forth in Evaluation Criteria.

During the evaluation process and at the discretion of the City of Surprise, firms submitting SOQs may be requested to take part in interviews as part of the evaluation process.

If interviews are conducted, the Evaluation Committee will determine the Offerors best suited to meet the needs of the City based on the average rank scoring of the evaluation criteria. These Offerors will form the “Offeror Short List” that may be invited for interviews.

Interviews would be conducted at City offices. Time limitations and presentation requirements will be provided with the “Offeror Short List” notification. Each Evaluation Committee member will score each interview. Interview average ranked scores will be the sole determining factor for selection. In the event of a tie of the interview scores, total points from the interviews will be utilized as a tie-breaker. If a tie still exists, total points for the interview and SOQ scores will be used as the tie breaker.

The City may elect, at its sole option, not to conduct interviews with Offerors and will select the Final List based upon the average ranked scoring of the SOQs.

3.12 KEY PERSONNEL

The Offeror shall ensure that key personnel identified in its SOQ shall be the key personnel assigned to the Project. Such key personnel shall not be replaced without prior written acceptance of City. Unauthorized replacements will result in disqualification of the proposal or breach of the Contract.

3.13 AWARD OF CONTRACT

A. A response to a RFQu is an Offer to contract with the City based upon the terms, conditions and specifications contained in the RFQu and the written amendments thereto, if any. Upon completion of the final average rankings, the City will enter into negotiations with the highest average ranked Offeror for a Contract for the Project. If a Contract cannot be successfully negotiated with the highest average ranked Offeror, then negotiations will be terminated with that Offeror and the City will enter into negotiations with the next highest average ranked Offeror until an agreement is reached or an impasse is declared.

B. Notwithstanding any other provision of this RFQu, the City expressly reserves the right to:

1. Waive any immaterial defect or informality;

2. Reject any or all SOQs; and/or

3. Reissue a RFQu.

3.14 DISCUSSIONS

In accordance with the City of Surprise Procurement Code, after the initial receipt of SOQs, discussions may be conducted with Offerors who submit SOQs determined to be reasonably susceptible of being selected for award. The City reserves the right to request additional information and/or clarifications from any or all Offerors to this RFQu.

3.15 PROTESTS

Offerors wishing to protest a disqualification or a procurement outcome may file a protest pursuant to "Guideline 1501 - Bid Protests" of the City's Procurement Guidelines, available upon request to the City of Surprise Procurement Division. Protests must be filed with the City of Surprise Procurement Office either within fourteen (14) days of the Notice of Intent to Award.

4 Evaluation Phases

Qualifications Evaluation Criteria

No. Evaluation Criteria Scoring Method Weight (Points)

1. General Information Provide a brief but narrative response to the following questions for the Offeror's information.

a. Provide a general description and the legal organization of the Offeror that is proposing to provide the Services.

b. Provide the history, year and philosophy of the Offeror.

c. Provide a short narrative and description of the offering Services to be provided to the City.

d. Provide a contact information, including the name(s), email address, phone number for the key personnel who will be providing the Services to the City.

e. Provide specific information on the extent of Offeror's experience in providing the Water/Wastewater Consulting Services for other Arizona municipalities, including the City of Surprise.

Points Based 20 (20% of Total)

2. Experience of the Offeror Provide in detail the Offeror's experience and successful project completion for each listed discipline.

a. Planning & Engineering

b. Water Resources & Hydrology

c. SCADA, Control Systems, & Electrical Systems

d. Regulatory & Permitting Support

e. System Evaluation & Asset Management

f. Construction & Implementation Support

Points Based 40 (40% of Total)

3. Key Personnel Identify the proposed key personnel who will be assigned for any Project related to Water/Wastewater Consulting Services. For each key person, the respondent shall provide the direct and relevant experience. Include in the following:

a. Name & title and list of responsibilities.

b. Years of relevant professional experience for each discipline.

c. Education and professional registrations/certifications.

d. Length of time with the Offeror.

Points Based 30 (30% of Total)

4. Past Performance Provide a copy of the attached Past Performance Verification form (PPVF) to Public/Private Agencies, for which you have substantially completed similar work, to fill out a copy of the PPVF for three (3) similar projects.

Points Based 10 (10% of Total)

Oral Interviews - Optional

No. Evaluation Criteria Scoring Method Weight (Points)

1. Presentation Interviews would be conducted at City offices.

Time limitations and presentation requirements will be provided with the “Offeror Short List” notification. Each Evaluation Committee member will score each interview. Interview average ranked scores will be the sole determining factor for selection. In the event of a tie of the interview average ranked scores, total points from the interviews will be utilized as a tie-breaker. If a tie still exists, total points for the interview and SOQ scores will be used as the tie breaker.

Points Based 100 (100% of Total)

5 Statement of Work

5.1 Scope of Services

The Contractor will be responsible for providing the professional consulting services that may involve detailed architectural and engineering services for water and wastewater projects on an as-needed, on-call basis. The categories for the on-call projects may include, but not limited to the following services: planning and engineering, water resources & hydrology, supervisory control and data acquisition (SCADA) regulatory & permitting support, system evaluation & asset management, construction & implementation support, critical and long term objectives as identified in the City's water master plan and reporting to City officials.

The Contractor is responsible for acknowledging receipt of request for a task order proposal within two (2) business days. Task orders may vary in size and scope and will be determined in greater detail as each order is assigned. The City will discuss the scope of services with the selected Contractor prior to issuing a task order. The final scope and fee of each task order will be negotiated by the city and contractor at the time of assignment. The contractor will be responsible for reviewing the task order and preparing a detailed fee proposal identifying the personnel or specialty sub-consultant(s) required to perform that assigned task. Upon mutual acceptance of the task order scope and fee, a purchase order will be issued authorizing the task and consultant to begin work.

The City makes no guarantee as to the amount of usage that may occur under a resulting Contract. The City reserves the right to reject the Contractor's scope and fee and perform the work with other contractor's or resources whether or not the awarded contractor resides on the established on-call list. The number of Offerors (thereafter, Contractors) appointed to the on-call list, per specialization, will be at the discretion of the City based on the quality of responses received.

Selected Offerors are not required to self-perform all listed Services identified in this RFQu and may propose solutions that include subcontracted Services.

5.2 On-Call Tasks Order Services

A. Planning and Engineering

1. Water and wastewater master planning and studies

2. Capital improvement planning and project prioritization

3. Preliminary engineering reports, feasibility studies and cost estimates

4. Traditional production design for water and wastewater facilities, pipelines, pump stations, reservoirs, and treatment systems

B. Water Resources & Hydrology

1. Water resource evaluation and supply planning

2. Hydrologic and hydraulic analysis

3. Groundwater and surface water assessments

4. Water Acquisitions

C. Supervisory Control and Data Acquisition (SCADA), Control Systems & Electrical Systems

1. SCADA system programming, integration, and optimization

2. Instrumentation, telemetry, and control system support

3. Coordination of system upgrades, reliability, and cybersecurity considerations

D. Regulatory & Permitting Support

1. Coordination with federal, state, and local regulatory agencies

2. Preparation and support of permits, approvals, and compliance documentation

3. Assistance with regulatory reporting and agency responses

E. System Evaluation & Asset Management

1. Condition assessments and system evaluations

2. Asset management planning and lifecycle analysis

3. Operational efficiency and performance reviews

F. Construction & Implementation Support

1. Engineering support during construction

2. Review of submittals, RFIs, and change requests

3. Construction administration, inspection support, testing, and commissioning

6 Standard Terms and Conditions

6.1 OVERVIEW

THE FOLLOWING TERMS AND CONDITIONS ARE AN EXPLICIT PART OF THE SOLICITATION AND

ANY RESULTANT CONTRACT.

6.2 DEFINITION OF TERMS

As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows:

City – is defined as the City of Surprise, Arizona.

Contract – is defined as the resulting agreement between the City and the Contractor pursuant to this RFQu, including, but not limited to, the combination of the Solicitation, including the Special Terms and Conditions, the Standard Terms and Conditions, Project Overview; and the Specifications and Statement or Scope of Work/Services; the RFQu Schedule; the Offer and any Solicitation Amendments or Contract Amendments.

Contract Amendment – is defined as a written document signed by the Procurement Manager that is issued for the purpose of making changes in the Contract.

Contractor or Vendor– is defined as the Offeror who was awarded the Contract with the City.

Day(s) – are defined as calendar days unless otherwise specified.

Exhibit– is defined as any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation.

Gratuity – is defined as a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received.

Good(s) – are defined as articles moveable at the time of sale, including, but not limited to, equipment, supplies, consumable items, commodities, materials, products, parts, assets, or the like, received by the City in the execution of a contract.

Offer – is defined as the bid, proposal, or qualifications submitted in response to this Solicitation that may be awarded the Contract, and is also referred to as a Statement of Qualifications

("SOQ").

Offeror– is defined as the individual or legal entity that submitted the Offer to this Solicitation.

Procurement Manager– is defined as the person, or his or her designee, duly authorized by the City to enter into and administer Contracts and make written determinations with respect to the Contract.

Service(s) – are defined as the work performed or the furnishing of labor, time or effort expended by a contractor or subcontractor, including, without limitation, all work, labor, time, effort, personnel, construction, equipment, products, supplies, parts, or other materials used in the performance of the Contract. The term “Services” does not involve: the delivery of a specific end product, other than required reports and performance; employment agreements; or collective bargaining agreements.

Solicitation – is defined as this Request for Qualifications (“RFQu”) by which the City invites potential contractors to participate in a procurement.

Subcontract – is defined as 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 Good and/or Service required for the performance of the Contract.

6.3 CERTIFICATION

By signature in the Offer section of the Offer and Acceptance Award page, the Contractor certifies all of the following:

A. The submission of the Offer did not involve collusion or other anti-competitive practices;

B. The Contractor shall not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246; and

C. The Contractor has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip favor, or service to a public servant in connection with the submitted Offer. Failure to sign the Offer, or signing it with a false statement, shall void the submitted Offer or any resulting contracts, and the Contractor may be debarred.

6.4 CONTRACT

The Contract between the City and the Contractor shall consist of (1) the Solicitation, including instructions, all terms and conditions, specifications, scopes of work, attachments, and any amendments thereto, and (2) the Offer submitted by the Contractor in response to the Solicitation. In the event of a conflict in language between the Solicitation and the Offer, the provisions and requirements in the Solicitation shall govern. However, the City reserves the right to clarify, in writing, any contractual terms with the concurrence of the Contractor, and such written Contract shall govern in case of conflict with the applicable requirements stated in the Solicitation or the Contractor's Offer. The Solicitation shall govern in all other matters not affected by the written Contract.

6.5 CONTRACT AMENDMENTS

This Contract may be modified only by a written Contract Amendment signed by persons duly authorized to enter into contracts on behalf of the City and the Contractor.

6.6 CONTRACT APPLICABILITY

The Contractor shall substantially conform to the terms, conditions, specifications, and other requirements found within the text of this specific Solicitation. All previous agreements, contracts, or other documents, which have been executed between the Contractor and the City, are not applicable to this Solicitation or any resultant Contract.

6.7 NON-EXCLUSIVE CONTRACT

Any Contract resulting from this Solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of the City of Surprise. The City reserves the right to obtain like Goods and/or Services from another source when necessary. Off-Contract purchase authorization may only be approved by the City Procurement Manager. Approval shall be at the discretion of the City Procurement Manager and shall be conclusive, however, approval shall be granted only after a proper review and when deemed to be appropriate. Off-Contract procurement shall be consistent with the City Procurement Code.

6.8 CONTRACT ORDER OF PRECEDENCE

In the event of conflict in the provision of the Contract, as accepted by the City and as they may be amended, the following shall prevail in the order set forth below:

A. Special Terms and Conditions*

B. Standard Terms and Conditions

C. Statement or Scope of Work

D. Specifications

E. Attachments

F. Exhibits

G. Documents referenced or included in the Solicitation

H. Proposal Submittal including any ancillary / service contract

I. Purchase Order Terms and Conditions

*The Insurance Requirements are deemed an express part of the Special Terms and Conditions.

6.9 CONFLICTING TERMS

In the event of a conflict between the Exhibits and Standard Terms and Conditions, the Standard Terms and Conditions of this Contract will govern. In the event of a conflict in language between the Solicitation and the Offer, the provisions and requirements in the Solicitation will govern.

However, the City reserves the right to clarify, in writing, any contractual terms with the concurrence of Contractor, and such written Contract will govern in case of conflict with the applicable requirements stated in the Solicitation or the Contractor's Offer.

6.10 TERMINATION; CANCELLATION

A. For City’s Convenience: This Contract is for the convenience of the City and may be immediately terminated without cause after receipt by the Contractor of written notice by the City. Upon termination for convenience, Contractor will be paid for all undisputed services performed up to the termination date.

B. Conflict of Interest: This Contract is subject to the provisions of A.R.S. § 38-511. The City may cancel this Contract 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 Contract on behalf of the City or any of its departments or agencies is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or a consultant to any other party of the Contract with respect to the Contract subject.

C. Fund Appropriation Contingency: Contractor understands that the continuation of this Contract is subject to the budget of the City providing for the contract item as an expenditure. The City cannot assure that the budget item for funding this Contract will be approved in the future. In such event, the City may terminate this Contract.

6.11 DEFAULT

The City, by written notice of default to the Contractor, may terminate the whole or any part of this Contract in any one of the following circumstances:

A. If the Contractor fails to make delivery of the Goods and/or to perform the Services within the time specified; or

B. If the Contractor fails to perform any of the other provisions of this Contract and fails to remedy the situation within a period of ten (10) days after receipt of notice.

In the event the City terminates this Contract in whole or part, the City may procure Goods and/or Services similar to those terminated, and the Contractor shall be liable to the City for any excess costs for such similar Goods and/or Services.

6.12 DEFAULT IN ONE INSTALLMENT TO CONSTITUTE TOTAL BREACH

Contractor shall deliver conforming Goods in each installment of lot of this Contract and may not substitute nonconforming Goods. Delivery of nonconforming Goods or a default of any nature, at the option of the City, shall constitute a breach of the Contract as a whole.

6.13 GRATUITIES

The City may, by written notice to the Contractor, cancel this Contract if it is found by the City that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor, to any officer or employee of the

City with a view toward securing an order, securing favorable treatment with respect to the awarding, amending, or the making of any determinations with respect to the performing of such order. In the event this Contract is cancelled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold from the Contractor the amount of the gratuity. Paying the expense of normal business meals which are generally made available to all eligible city government customers shall not be prohibited by this paragraph.

6.14 APPLICABLE LAW; VENUE

In the performance of this Contract, Contractor will abide by and conform to any and all laws of the United States, the State of Arizona, and the City of Surprise, including but not limited, existing and future to federal and state executive orders providing for equal employment and procurement opportunities, the Federal Occupational Safety and Health Act, and any other existing and future federal, state or local laws, rules, regulations, orders, directives, statutes, and ordinances applicable to this Contract. Further, Contractor shall comply with Arizona Revised Statutes, Title 34, where applicable. This Contract is governed by the laws of the State of Arizona and suit pertaining to this Contract may be brought only in courts in the State of Arizona in Maricopa County.

6.15 LEGAL REMEDIES

All claims and controversies shall be subject to resolution according to the terms of the City of Surprise Procurement Code.

6.16 PROVISIONS REQUIRED BY LAW

Each and every provision of law and any clause required by law to be in the Contract will be read and enforced as though it were included and, if through mistake or otherwise, any such provision is not inserted, or is not correctly inserted, then upon the application of either party, the Contract will promptly be physically amended to make such insertion or correction.

6.17 SEVERABILITY

The provisions of this Contract are severable. To the extent that any provision is held to be invalid by a court of competent jurisdiction, such holding will not affect any other provision of the Contract which may remain in effect without the invalid provision.

6.18 RELATIONSHIP TO PARTIES; INDEPENDENT CONTRACTOR

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 may not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. Contractor is advised that taxes or Social Security payments will not be withheld from any City payments issued hereunder and the Contractor agrees to be fully and solely responsible for the payment of such taxes or any other tax applicable to this Contract. Contractor, 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 Contractor, its employees, or subcontractors. Contractor, and not the City, will determine the time of its performance of the Services so long as Contractor meets the requirements of this Contract. Contractor is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere.

6.19 ENTIRE AGREEMENT; INTERPRETATION-PAROL EVIDENCE

This Contract represents the entire agreement of the parties with respect to its subject matter.

All previous agreements, whether oral or written, entered into prior to this Contract are hereby revoked and superseded by this Contract. No representations, warranties, inducements, or oral agreements have been made by any of the parties except as expressly set forth in this Contract.

This Contract will be construed and interpreted according to its plain meaning, and no presumption will be deemed to apply in favor of or against the party drafting the Contract. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in drafting, reviewing, and entering into this Contract.

6.20 ASSIGNMENT; SUBCONTRACTOR

No right or interest in this Contract may be assigned by Contractor without prior written permission of the City, signed by the City Manager or their designee. No delegation of any duty of the Contractor may be made without prior written permission of the City, signed by the City Manager or their designee. Any attempted assignment or delegation by the Contractor in violation of this provision is a breach of this Contract by the Contractor.

6.21 SUBCONTRACTS

No Subcontract may be entered into by Contractor with any other party to furnish any of the Goods and/or Services specified herein without the prior written approval of the City. Contractor is responsible for performance under this Contract whether or not subcontractors are used.

6.22 RIGHTS AND REMEDIES

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

6.23 INDEMNIFICATION

To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless the City and its council members, managers, officers, boards, commissions, officials, employees, or agents (collectively “Indemnified Party”), for, from, and against any and all losses, claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees, claims processing, investigation, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”), including negligence, insofar as such Claims (or actions with respect thereof) relate to, arise out of, or are caused by, or in connection with the City entering into this Contract, or the acts or omissions of any Indemnified Party acting pursuant to or in furtherance of this Contract. Contractor shall further indemnify, defend and hold harmless any Indemnified Party for, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees, claims processing, investigation, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”), insofar as such Claims (or actions with respect thereof) relate to, arise out of, or are caused by, or in connection with the negligent or willful acts or omissions of work or professional services of Contractor, its officers, employees, agents, or any tier of subcontractor in the performance of this Contract. In consideration of the award of this Contract, Contractor agrees to waive all rights of subrogation against the City, its officers, officials, agents, and employees for losses arising from the work performed by Contractor for the City. The amount and type of insurance coverage required by this Contract will in no way be construed as limiting the scope of the indemnity in this section.

6.24 OVERCHARGES BY ANTITRUST VIOLATIONS

The City maintains that, in practice, overcharges resulting from antitrust violations are borne by the purchaser. Therefore, to the extent permitted by law, the Contractor hereby assigns to the City any and all claims for such overcharges as to the Goods and/or Services used to fulfill the Contract.

6.25 FORCE MAJEURE

Except for payment for sums due, neither party will be liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes acts of God: acts of the public enemy; war; acts of terror, hate crimes affecting public order; riots; strikes; mobilization; labor disputes; civil disorders; plague; pandemics (including without limitation, the COVID-19 pandemic); epidemics;

quarantine orders or directives by a governmental entity; outbreaks of infectious disease or any other public health crisis, including without limitation, quarantine or other employee restrictions; fire; floods; lockouts, injunctions-interventions-acts, or failures or refusals to act by government authority; events or obstacles resulting from a governmental authority’s response to the foregoing; and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence. The party impacted by and claiming an inability to perform due to the force majeure event shall notify the other party of the existence of the force majeure and such force majeure event will be deemed to continue as long as the results or effects of the force majeure prevent the party from resuming performance in accordance with this Contract. Force majeure will not include the following occurrences:

A. Failure or delay resulting from general economic conditions or other market effects, foreseen or unforeseen, including any increase in the cost of Goods, materials and/or Services, or any decrease in profit or profit margins resulting therefrom;

B. Late delivery of Goods, equipment, materials and/or Services caused by congestion at a manufacturer’s plant or elsewhere, an oversold condition of the market, inefficiencies, or similar occurrences; and/or

C. Late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this section.

6.26 RIGHT TO ASSURANCE

Whenever one party to this Contract in good faith has reason to question the other party's intent to perform, they 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) calendar days, the demanding party may treat this failure as an anticipatory repudiation of the Contract.

6.27 RIGHT TO AUDIT RECORDS

The City may, at reasonable times and places, audit the books and records of any Contractor as related to any contract held with the City.

6.28 RIGHT TO INSPECT PLANT

The City may, at reasonable times, inspect the part of the plant or place of business of a Contractor or subcontractor which is related to the performance of any contract as awarded or to be awarded.

6.29 WARRANTIES

Contractor warrants that all Goods and/or Services delivered under this Contract shall conform to the specifications of this Contract. Unless otherwise stated in Contractor's response, the City is responsible for selecting items, their use, and the results obtained from any other items used with the items furnished under this Contract. Mere receipt of shipment of the Goods and/or Services specified and any inspection incidental thereto by the City shall not alter or affect the obligations of the Contractor or the rights of the City under the foregoing warranties. Additional warranty requirements may be set forth in the Solicitation. Contractor warrants that the Services rendered will conform to the requirements of this Contract and to the highest professional standards in the field.

6.30 INSPECTION; ACCEPTANCE

All work will be subject to inspection and acceptance by the City at reasonable times during Contractor’s performance. All Goods and/or Services are subject to final inspection and acceptance by the City. Goods/materials and/or Services failing to conform to the specifications of this Contract will be held at Contractor's risk and may be returned to the Contractor. If so returned, all costs are the responsibility of the Contractor. The City may elect by a written determination to do any or all of the following:

A. Waive the non-conformance;

B. Stop the work immediately; and/or

C. Bring the Goods and/or Services into compliance.

6.31 TITLE AND RISK OF LOSS

The title and risk of loss of Goods and/or Services shall not pass to the City until the City actually receives the Goods and/or Services at the point of delivery, unless otherwise provided within this Contract.

6.32 NO REPLACEMENT OF DEFECTIVE TENDER

Every tender of Goods shall fully comply with all provisions of the Contract. If a tender is made which does not fully conform, this shall constitute a breach of the Contract as a whole.

6.33 SHIPMENT UNDER RESERVATION PROHIBITED

Contractor is not authorized to ship Goods under reservation and no tender of a bill of lading will operate as a tender of the Goods.

6.34 LIENS

All Goods and/or Services must be free of all liens and, if the City requests, a formal release of all liens must be delivered to the City.

6.35 PATENTS AND COPYRIGHTS

All Services, information, computer program elements, reports, and other deliverables, which may be patented, copyrighted, or otherwise protected by another intellectual property right and created under this Contract are the property of the City and shall not be used or released by the Contractor or any other person except with the prior written permission of the City. All documents prepared and submitted to the City by Contractor pursuant to this Contract will be the property of the City, including without limitation, all intellectual property rights to such documents prepared and submitted to the City.

In addition to all other indemnification obligations under this Contract, Contractor shall indemnify, defend and hold harmless the City and its council members, managers, officers, boards, commissions, officials, employees, or agents, for, from, and against any and all losses, claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees, claims processing, investigation, court costs and the costs of appellate proceedings) to which the City and/or its council members, managers, officers, boards, commissions, officials, employees, or agents may become subject, under any theory of liability whatsoever (“Claims”), including negligence, insofar as such Claims (or actions with respect thereof) relate to, arise out of, or are caused by, or in connection with the misuse, misappropriation, or infringement of any intellectual property rights of the City or any third-party. The amount and type of insurance coverage required by this Contract will in no way be construed as limiting the scope of the indemnity in this section.

6.36 PREPARATION OF SPECIFICATIONS BY PERSONS OTHER THAN CITY

PERSONNEL

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.

6.37 COST OF BID/PROPOSAL PREPARATION

The City shall not reimburse the cost of developing presenting or providing any response to this Solicitation. Offers submitted for consideration should be prepared simply and economically, providing adequate information in a straightforward and concise manner.

6.38 PUBLIC RECORDS

Contractor acknowledges that all documents provided to the City may be subject to disclosure by laws related to open public records, including, but not limited to, Arizona public record laws under Arizona Revised Statutes Title 39. Consequently, Contractor understands that disclosure of some or all of the items subject to this Contract may be required by law.

6.39 CONFIDENTIALITY OF RECORDS

Contractor must establish and maintain procedures and controls that are acceptable to the City for the purpose of ensuring that information contained in its records or obtained from the City or from others in carrying out its obligations under this Contract will not be used or disclosed by it, its agents, officers, or employees, except as required to perform Contractor’s duties under this

Contract. Persons requesting such information should be referred to the City. Contractor also agrees that any information pertaining to individual persons will not be divulged other than to employees, agents, or officers of the Contractor as needed for the performance of duties under this Contract.

6.40 CONFIDENTIAL INFORMATION

A. If a person or entity believes that a bid, proposal, offer, specification, or protest contains…