8067124.4

REQUEST FOR PROPOSALS

Coconino County Flood Control District

5600 E. Commerce Ave.

Flagstaff, AZ 86004

NOTICE IS HEREBY GIVEN that sealed proposals for On-Call Right-of-Way Acquisition and

Research Services will be received by the Coconino Flood Control District, as follows:

TITLE: On-Call Right-of-Way Acquisition and Research Services

ISSUE DATE: June 5th, 2026

UNTIL: July 15th, 2026 at 2:00 pm

RFP: RFP 2026-112

Proposal documents and forms are available at the Ion Wave Technologies web site at https://coconino.ionwave.net.

Proposals shall be unsealed, and the names of firms that have submitted proposals shall be announced by the District. Details of each proposal shall not be announced at the time of opening.

Such information shall be made public after all negotiations are completed and an award has been made by the Board. Award shall be made with reasonable promptness by giving written notice to the Proposer whose proposal best conforms to the invitation and will be the most advantageous to

Coconino County Flood Control District, at its sole discretion, after consideration of factors that may include but shall not be limited to quality, uniformity of product, and the Proposer’s past performance on other contracts. Award may be made to other than the lowest cost proposal, and the

Board of Directors reserves the right to reject all proposals, at its sole discretion.

https://coconino.ionwave.net/

8067124.4 i

TABLE OF CONTENTS

Section A Page

I. Introduction; Background; Scope of Work A-1

II. Process A-3

III. Proposal Submittal Requirements and Scoring A-6

IV. Firm Information Form A-9

Section B

Sample Professional Services Agreement B-1

On-Call Right-of-Way Services for

Coconino County Flood Control District SECTION A

8067124.4 A-1

PART I. INTRODUCTION; BACKGROUND; SCOPE OF WORK

1.0 Introduction. Coconino County Flood Control District (hereinafter “District”) is seeking proposals from Independent Contractors registered in the State of Arizona to provide professional consulting services relating to Right of Way Acquisitions and associated Research. The District intends to award one contract or multiple contracts to the highest rated firm or firms after all proposals are evaluated based on the weighted selection criteria. The term of any awarded contract will be for an initial one-year term with opportunities to renew.

Each Agreement will be limited to a maximum cost of $350,000 per fiscal year.

The firms awarded will be responsible for the professional quality, technical accuracy, and coordination of all services provided.

1.1 Background. The District plans to engage in long-term flood mitigation projects in

FEMA Special Flood Hazard Areas (SFHA) as well as support of new post-wildfire flood mitigation projects. The District intends for the contract(s) resulting from this solicitation to extend for five years and thus other projects may be identified in the future either to enhance existing mitigation, to address major flood events, or to address any additional flood or wildfire impacts.

1.2 Scope of Work. The independent consultant shall provide right-of-way acquisitions and right-of-way research services for Coconino County Flood Control District. The independent contractor shall be well versed and capable of following and implementing State and Federal laws and processes in right of way acquisitions and eminent domain.

The independent consultant shall be capable of:

a) Researching historic rights of way, surveys, land and deed records, developing reports and documents based on the research.

b) Developing right of way reports for projects, preparing right of way and temporary construction easement needs for future projects.

c) Developing market analyses for properties.

d) Developing scopes of work for and obtaining appraisals.

e) Obtaining property title reports and property owner contact information.

f) Developing offer letters and negotiating offers with property owners,

g) Developing and completing the necessary paperwork to move acquisitions into escrow.

h) Working with the District’s design team to prepare the needed documents for partial releases and offer negotiations.

i) Work with the District’s or consultant’s title and escrow companies in closing acquisitions.

8067124.4 A-2

j) Work with the District’s attorney on any acquisitions that move into and if needed, through condemnation.

k) Working within all Federal and State requirements, including the Uniform Act for property acquisitions and condemnations on federally or state funded projects.

l) Performing any other task that may be associated with property acquisitions or right of way research.

The independent consultant shall provide a staff member with a minimum three years’ experience in public right of way acquisitions and eminent domain process.

The independent consultant shall prepare, upon request from the District, a Scope of

Work for any given project. The Scope of Work shall include an estimated number of staff hours by position/discipline for said project, as well as fees.

A separate Work Authorization must be issued for each project before the commencement of any work by the Independent Contractor. A Purchase Order will reference a detailed scope of work and maximum amount of compensation for the corresponding project.

8067124.4 A-3

PART II. PROCESS

2.0 All Proposals shall be submitted through the Ion Wave system. Late proposals will not be accepted by the system. To submit a proposal, a Firm must register as a Supplier (if not already done so) in the Ion Wave (IW) system at: https://coconino.ionwave.net. Proposals must be received by the Due Date and Time indicated on the cover page of this RFP. The

District is not responsible for the pre-opening of, post-opening of, or the failure to open, any

Proposal not properly submitted.

2.1 The Purchasing Office may be contacted at purchasing@coconino.az.gov

2.2 In the case of errors in the extension of prices in the Proposal, the unit price will govern.

2.3 Any Proposer may withdraw its Proposal at any time prior to the closing time.

2.4 All addendums to Proposals must be acknowledged in Ion Wave.

2.5 Proposals will be opened, and vendors announced by the District at the time indicated in the call for Proposals. Details of each proposal, including proposed fees, shall not be announced at the time of opening. Such information shall be made public after all negotiations are completed and an award made.

2.6 Proposals will not be accepted by the Ion Wave system after the scheduled closing time for receipt of Proposals.

2.7 Per A.R.S. 11-254.01, award will be made with reasonable promptness to the Proposer whose

Proposal will be most advantageous to the District with respect to price, conformity to Scope of Work, and other factors.

2.8 All Proposals may be rejected if the Board determines that rejection is in the public interest.

2.9 The District reserves the right to waive any informalities in accepting and evaluating

Proposals.

2.10 If a person contemplating a Proposal is in doubt as to the true meaning of any part of the

Proposal documents, or finds discrepancies in or omissions from said documents, he/she shall submit to the Ion Wave system a request for an interpretation or correction thereof.

2.11 It is the responsibility of all Proposers to examine the entire set of Proposal documents and seek clarification of any item or requirement that may not be clear and to check all responses for accuracy prior to submitting a Proposal. The proposer is required to ensure that the documents received through any other electronic method or Bid posting service are complete.

Negligence in preparing a Proposal confers no right of withdrawal after due date and time.

2.12 Questions regarding the Scope of Work received less than five (5) business days before the

Proposal due date may not be answered. Any interpretation or correction of the proposed https://coconino.ionwave.net/ mailto:purchasing@coconino.az.gov

8067124.4 A-4

documents will be made only by addendum and posted in the Ion Wave system. The District is not responsible for any other explanations or interpretations of the proposed documents.

2.13 Failure on the part of the Proposer to comply with all of these instructions may result in

Proposal rejection by the Board of Directors.

2.14 All Proposal prices shall be guaranteed by the Proposer to remain unchanged for a period of one hundred and twenty (120) days from and including the date of the Proposal opening.

2.15 Coconino County, City of Flagstaff, Flagstaff Unified School District, Northern Arizona

University, and Coconino Community College have implemented an Intergovernmental

Cooperative Purchasing Agreement. The County is also a member of the cooperative purchasing group Strategic Alliance for Volume Expenditures (SAVE) which allows participating agencies to utilize awarded County contracts. Vendor(s) shall acknowledge and agree that the Proposal and proposal prices offered to the District will also be offered to these additional agencies should they elect to purchase off of this contract. Vendor shall note how long the Proposal prices shall remain firm. Each agency shall be responsible for ordering and payment of each order placed through this cooperative purchasing agreement.

2.16 All proposers shall complete the Disclosure of Responsibility Statement and the Non-

Collusion Affidavit in the Attributes Tab in Ion Wave. Failure to do so may result in rejection of the proposal.

2.17 The District and its vendors will use their best cooperative efforts to resolve disputes arising in the normal course of business at the lowest organizational level between each party’s staff with appropriate authority to resolve such disputes. When a dispute arises which cannot be resolved in the normal course of business, the authorized persons shall notify the other of the dispute, with the notice specifying the disputed issues and the position of the party submitting the notice. The authorized people shall use their best good faith efforts to resolve the dispute within five business days of submission by either party to the other of such dispute notice.

2.18 All known subcontractors to this project must be indicated in the submittal. No subcontract will be construed as making the District party of or to such subcontract or subjecting the

District to liability of any kind to any subcontractor. No subcontract shall, under any circumstances, relieve the Independent Contractor of liability and obligation under this contract; and the District shall deal only with the Independent Contractor. Subcontractors will be dealt with as workmen and representatives of the Independent Contractor.

2.19 The offeror’s products, services and facilities shall be in full compliance with all applicable

Federal, State and local health, environmental, and safety laws, regulations, standards and ordinances regardless of whether or not they are referred to by the District. The proposer shall be familiar with and operate within the guidelines set forth by the Occupational Safety and Health Act.

8067124.4 A-5

2.20 The District has adopted Coconino County’s purchasing policy, which was established in accordance with ARS 11-254.01. The policy can be viewed on the County web site at http://www.coconino.az.gov/purchasing

2.21 Any proposer objecting to the recommendation of award, rejection of a proposal, solicitation procedures of an RFP, or any portion thereof, must submit a written protest to the Purchasing

Office. This protest must be submitted prior to the Board of Directors meeting at which the recommendation is on the agenda for award or rejection. The protest must be filed with the

Purchasing Office within three business days from notification of the recommendation. A complete description of the protest procedures may be found in the County’s Purchasing

Policy located on the County’s web site at http://www.coconino.az.gov/purchasing.

2.22 If the District is unable to successfully negotiate a contract with the highest scoring offeror, then the District may begin negotiations with the next highest, cancel the RFP and re-solicit, or completely cancel the RFP.

2.23 The selected Firm will be required to execute the District’s Professional Services Agreement in a form acceptable to the District Attorney. A sample of the Professional Services

Agreement is included with this RFP. Approval of the District Board will be required. The

District reserves the right to terminate the selection process at any time.

2.24 A proposal submittal is an offer to contract with the District based upon the terms, conditions and specifications contained in this RFP, the attached Professional Services Agreement, and the Firm’s responsive proposal, unless any of the terms, conditions, or specifications are modified by a written addendum or agreement amendment. Provided, however, that no contractual relationship shall be established until the Firm has signed, and the District has approved, a professional services agreement between the District and the Firm in the form acceptable to the District’s Attorney.

2.25 The District, at its sole discretion, may elect to enter into Agreements with multiple Firms who are qualified to provide the Services. The final terms and conditions of the proposed

Agreement will be negotiated by the District with the successful offerors. Notwithstanding any other provision of this RFP, the District expressly reserves the right to: (1) waive any immaterial defect or informality, (2) reject any or all proposals or portions thereof and (3) cancel or reissue this RFP.

2.26 This is a Teams meeting invitation to the opening of proposals on Wednesday July 15th, 2026 at 2:00 pm

Join: https://teams.microsoft.com/meet/270347191718994?p=V2vIuf0BTlpnmFcev3

Meeting ID: 270 347 191 718 994

Passcode: sp7sa2BJ

Dial in by phone

+1 872-242-8971,,816090044#

Phone conference ID: 816 090 044# https://teams.microsoft.com/meet/270347191718994?p=V2vIuf0BTlpnmFcev3 tel:+18722428971,,816090044

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PART III. PROPOSAL SUBMITTAL REQUIREMENTS and SCORING

3.1 A responsive proposal shall contain the following information

A. An “Introductory Letter” signed by a person authorized to do business for the company.

B. At least three public right of way acquisitions in the past 5 years in which the consultant provided right of way acquisitions services. The projects listed should demonstrate the breadth of the experience, capabilities, and services provided for the acquisitions.

C. Experience working within the Federal Highways Administration’s requirements for property acquisitions and condemnations on federally funded projects.

D. A description, with at least three flood control or major drainage projects as an example, that demonstrates the consultant’s experience with condemnation.

E. A list of key personnel, with resumes (maximum of two pages) as an appendix.

Include applicable degrees and certifications. For each person, list and describe at least two relevant projects in which they have played a primary role, and describe that role and the contribution that was made to the project.

F. An hourly rate sheet for all staff that would perform services for the District.

G. A SAM.gov form must be included in the proposal.

3.2 Each submittal will be reviewed for compliance with the submittal requirements and scored by the Selection Committee. The Selection Committee, in consultation with the

District Administrator, shall determine if the selection can be made on the basis of the written materials only, or if oral interviews are necessary.

3.3 The selection process will be by committee evaluating each responsive Proposal according to the following Evaluation Criteria. References will be checked, and it is the submitting firm’s responsibility to ensure that all information is accurate and current. A submitting firm authorizes the RFP Administrator to verify all information from these references and releases all those concerned from any liability in connection with the information they provide. Inability of the District to verify references may result in a proposal being considered non-responsive.

A. Experience and Qualifications of the Firm - 30 pts.

Provide a detailed description of the Firm’s experience in providing similar services to Flood Control Districts or governmental entities with a similar scope of work specifically referencing experience with respect

8067124.4 A-7

to the Scope of Work. Describe the team’s familiarity working with federal, state and local entities.

The Firm must demonstrate successful completion of at least three similar projects within the past 60 months. For the purpose of this Solicitation, “successful completion” means completion of a project within the established schedule and budget and “similar projects” resemble this project.

The Evaluation team may conduct any investigation deemed necessary to determine the Firm’s ability to perform the services. Firms may be requested to submit additional documentation within 72 hours (or as specified) to assist the District in its evaluation.

B. Experience with requirements for property acquisitions imposed by the

Federal Highway Administration and other federal agencies - 20 pts.

C. Experience with condemnation property acquisitions – 20 pts.

D. Key Positions – 20 pts.

Identify each key personnel that will render services to the District including title and relevant experience required, including those who likely would serve as project managers and project staff.

Indicate the roles and responsibilities of each key position. Include senior members of the Firm only from the perspective of what their role will be in providing services to the District.

If a subcontractor will be used for all work of a certain type, then include information on this subcontractor. A detailed plan for providing supervision must be included.

Attach a résumé and evidence of licensure for each key personnel and/or subcontractor to be involved in meeting the Scope of Work. Résumés should be attached together as a single appendix at the end of the

Proposal. Each resume shall not exceed two pages in length.

E. Fee Proposal – 5 pts.

F. Overall Completeness and Quality of Proposal – 5 pts.

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No. Criteria Maximum

Points

Experience and Qualifications of the Firm

Experience with Federal Highways Administration’s requirements for property acquisitions & Other Federal Agencies Requirements

3 Experience with condemnation property acquisitions 20

4 Experience of key personnel assigned to project 20

5 Fee Proposal 5

6 Completeness and Quality of Proposal 5

7 Total Points 100

8067124.4 A-9

PART IV. FIRM INFORMATION FORM

By submitting a Proposal, the submitting firm certifies that it has reviewed the administrative information and draft of the Professional Services Agreement’s terms and conditions and, if awarded the Agreement, agrees to be bound thereto.

FIRM SUBMITTING PROPOSAL

PRINTED NAME AND TITLE AUTHORIZED SIGNATURE

ADDRESS TELEPHONE

CITY STATE ZIP DATE

WEB SITE: E-MAIL ADDRESS:

ARIZONA CORPORATION COMMISSION FILE NO.

8067124.4 B-1

SAMPLE ON-CALL PROFESSIONAL SERVICES AGREEMENT

BETWEEN

DISTRICT

AND

THIS ON-CALL PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered into as of ____, 2026, between the Coconino County Flood Control District (the

“District”) and__________ , a(n)______________(the “Consultant”).

A. The District issued a Request for Proposals, “2026-112” (the “RFP”), a copy of which is on file in the District’s Finance Office and incorporated herein by reference, seeking proposals from qualified firms for Right-of-Way Acquisition and Research Services (the

“Services”).

B. The Consultant responded to the RFP by submitting a Proposal (the “Proposal”), attached hereto as Exhibit A and incorporated herein by reference, and the District desires to enter into an Agreement with the Consultant for the Services.

C. This is an “On-Call” agreement for Services to be authorized on an as-needed basis;

there is no guarantee that the Consultant will be asked to perform any work pursuant to this

Agreement.

AGREEMENT

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

1. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until June 30, 2027 (the “Initial Term”), unless terminated as otherwise provided in this Agreement. Upon expiration of the Initial Term, this

Agreement will automatically renew for up to four successive one-year terms (each a “renewal term”) unless either party provides the other with advance notice of its intent not to renew. By allowing this Agreement to renew for any renewal term, the Consultant shall be deemed to affirmatively assert that 1) the District is not currently in default, nor has it been in default at any time prior to such renewal term, under any of the terms or conditions of this Agreement and (ii) any and all Consultant claims, known or unknown, relating to this Agreement and existing on or before the commencement of such renewal term are forever waived.

2. Scope of Work. Consultant shall provide Services, which are generally described in the Scope of Work section of the RFP, on an on-call basis and pursuant to individual written work authorizations, which may be subject to Board approval pursuant to the District procurement policy. Written work authorizations shall take the general form attached hereto as Exhibit C, and each executed work authorization shall be attached to this Agreement as part of Exhibit C.

Consultant shall (i) provide the Services required by this Agreement, (ii) be responsible for all means, methods, techniques, sequences and proceedings associated with the Services and (iii) be

8067124.4 B-2

responsible for the acts and omissions of its employees, agents and other persons performing any of the Services under a contract with Consultant.

3. Compensation. The District shall request from the Consultant a specific scope of work and associated fee proposal for each project, which may be phased. Fees for all projects shall be calculated at the rates set forth in Exhibit B, and a not-to-exceed compensation amount shall be included in each work authorization. The total compensation to the Consultant for projects completed pursuant to this Agreement shall not exceed $250,000 annually.

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

5. Safety Plan. Consultant shall provide the Services in accordance with a safety plan that is compliant with Occupational Safety and Health Administration (“OSHA”), American

National Standards Institute and National Institute for Occupational Safety and Health standards.

If, in the Consultant’s sole determination, the Services to be provided do not require a safety plan, Consultant shall notify the District, in writing, describing the reasons a safety plan is unnecessary.

The District reserves the right to request a safety plan following such notification.

6. Documents. All documents, including any intellectual property rights thereto, prepared and submitted to the District pursuant to this Agreement shall be the property of the

District. The District may use such documents for other purposes without further compensation to the Consultant; however, any reuse without written verification or adaptation by Consultant for the specific purpose intended will be at the District’s sole risk and without liability or legal exposure to Consultant.

7. Consultant Personnel. Consultant shall provide experienced personnel, capable of and devoted to the successful performance of the Services required for each specific project.

Consultant agrees that, upon commencement of the Services to be performed under this

Agreement, key personnel will not be removed or replaced without prior written notice to the

District. If key personnel are not available to perform the Services for a continuous period exceeding 30 calendar days or are expected to devote substantially less effort to the Services than initially anticipated, the Consultant shall immediately notify the District of same and shall, subject to the concurrence of the District, replace such personnel with personnel possessing substantially equal ability and qualifications.

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

9. Licenses. The Consultant shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Consultant. The

District has no obligation to provide Consultant, its employees or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement.

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

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

C, Consultant warrants that the Services rendered will conform to the requirements of this

Agreement and shall be carried out with the care and skill ordinarily used by members of the same profession practicing under similar circumstances at the same time and in the same locality.

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

(“Claims”) to the extent that such Claims (or actions in respect thereof) are caused by the negligent acts, recklessness or intentional misconduct of the Consultant, its officers, employees, agents, or any tier of subcontractor in connection with Consultant’s work or services in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section.

13. Insurance.

13.1 General.

A. Insurer Qualifications. Without limiting any obligations or liabilities of Consultant, Consultant shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to A.R.S. § 20-206, as amended, with an AM

Best, Inc. rating of A- or above with policies and forms satisfactory to the District. Failure to maintain insurance as specified herein may result in termination of this Agreement at the District’s option.

B. No Representation of Coverage Adequacy. By requiring insurance herein, the District does not represent that coverage, and limits will be adequate to protect

Consultant. The District reserves the right to review any and all of the insurance policies and/or endorsements cited in this Agreement but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this

Agreement or failure to identify any insurance deficiency shall not relieve Consultant from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement.

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

Compensation insurance and Professional Liability insurance, if applicable, shall name, to the fullest extent permitted by law for claims arising out of the performance of this

Agreement, the District, its agents, representatives, officers, directors, officials and employees as Additional Named Insured as specified under the respective coverage sections of this Agreement. The additional insured endorsement for products/completed

8067124.4 B-4

operations of General Liability made for the District shall provide this coverage for at least seven years following District receipt of product or completion of work by the Consultant.

The insurance policies for general liability and automobile liability must contain a severability of interest provision. The District reserves the right to continue payment of the premium for which reimbursement will be deducted from amounts due or subsequently due from the Consultant.

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

District, unless specified otherwise in this Agreement.

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

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

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

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

Workers’ Compensation insurance, shall contain a waiver of rights of recovery

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

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

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

J. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Consultant will provide the District with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of the insurance policies as required by this Agreement, issued by Consultant’s insurance

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insurer(s) as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverages, conditions and limits of coverage specified in this

Agreement and that such coverage and provisions are in full force and effect. Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The District shall reasonably rely upon the certificates of insurance and declaration page(s) of the insurance policies as evidence of coverage, but such acceptance and reliance shall not waive or alter in any way the insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement, it shall be Consultant’s responsibility to forward renewal certificates and declaration page(s) to the District 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without a reference to this Agreement. Additionally, certificates of insurance and declaration page(s) of the insurance policies submitted without a reference to this Agreement will be subject to rejection and may be returned or discarded.

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

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

(a) Commercial General Liability – Under Insurance

Services Office, Inc., (“ISO”) Form CG 20 10 04 13 or equivalent.

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

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

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

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

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

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

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

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13.2 Required Insurance Coverage.

A. Commercial General Liability. Consultant shall maintain

“occurrence” form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed

Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury. The policy shall include fire legal liability coverage in an amount not less than $50,000. Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including but not limited to, separation of insured’s clause. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the District, its agents, representatives, officers, officials and employees shall be cited as an Additional Insured. If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance.

B. Vehicle Liability. Consultant shall maintain Business Automobile

Liability insurance with a limit of $1,000,000 each occurrence on Consultant’s owned, hired and non-owned vehicles assigned to or used in the performance of the Consultant’s work or services under this Agreement. Coverage will be at least as broad as ISO coverage code

“1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the District, its agents, representatives, officers, directors, officials and employees shall be cited as an

Additional Insured under ISO Business Auto policy Designated Insured Endorsement form

CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance.

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

D. Workers’ Compensation Insurance. If Consultant employs anyone who is required by law to be covered by workers’ compensation insurance, Consultant shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Consultant’s employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability

Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit.

13.3 Pollution Liability. Pollution Liability in an amount not less than Two

Million Dollars ($2,000,000) per occurrence/Two Million Dollars ($2,000,000) aggregate with a

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retroactive liability date (if applicable to claims made coverage) the same as the effective date of the contract or earlier. The policy shall contain an Extended Claim Reporting Provision of not less than two years following termination of the policy. If the insurance is cancelled, non-renewed, or the retroactive date is moved forward by the existing insurer or a change in insurer, the independent contractor shall purchase a two-year extended reporting period and evidence this to the County via a new certificate of insurance.

13.4 Cancellation and Expiration Notice. Consultant shall provide at least 30

Days’ prior written notice to the District before insurance required herein expires, is canceled, or is materially changed.

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

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

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

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

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

Consultant to complete the Services and the contract price for Consultant under this Agreement;

and (B) any additional charges, costs, fees or expenses for labor, materials or professional services incurred by the District as a result of delays caused by abandonment of the Services by Consultant.

The District shall use its best efforts to replace Consultant within a reasonable time.

14.4 Conflict of Interest. This Agreement is subject to the provisions of A.R.S.

§ 38-511. The District may cancel this Agreement without penalty or further obligations by the

District or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the District or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a Consultant to

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any other party of this Agreement with respect to the subject matter of this Agreement.

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

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

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

District to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the District. Consultant hereby waives any and all rights to bring any claim against the District from or relating in any way to the District’s termination of this Agreement pursuant to this section.

14.7 Obligations Upon Receipt of Termination Notice. Upon receipt of a notice of termination as set forth above, Consultant shall (A) immediately discontinue all Services affected

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

15. Suspension of Work.

15.1 Order to Suspend. The District may, for its convenience, order the

Consultant, in writing, to suspend all or any part of the Services for such period of time as it may be determined to be appropriate.

15.2 Adjustment to Contract Sum. If the performance of all or any part of the

Services is, for any unreasonable period of time, suspended or delayed by an act of the District in

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the administration of this Agreement, or by its failure to act within the time specified in this

Agreement (or if no time is specified, within a reasonable time), an adjustment shall be made for any increase in cost of performance of this Agreement necessarily caused by such unreasonable suspension or modified in writing accordingly. However, no adjustment shall be made under this clause for any suspension or delay (A) to the extent that performance was suspended or delayed for any other cause, including the fault or negligence of the Consultant, or (B) for which a change order is executed.

16. Miscellaneous.

16.1 Independent Contractor. It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venture, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Consultant acknowledges and agrees that the

Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the District. Consultant, its employees and subcontractors are not District employees and are not entitled to District health insurance coverage, workers’ compensation benefits, or any other benefits from the District. The District does not have the authority to supervise or control the actual work of Consultant, its employees or subcontractors. The

Consultant, and not the District, shall determine the time of its performance of the services provided under this Agreement so long as Consultant meets the requirements of its agreed Scope of Work as set forth in Section 2 above and Exhibit C. Consultant is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. District and Consultant do not intend to, nor will they combine business operations under this Agreement. The Consultant has no authority to enter into contracts or agreements on behalf of the District, and this Agreement does not create a partnership between the Consultant and the District.

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

Coconino County, Arizona.

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

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

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

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

16.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement.