RFQ 1070-26-CG Third Party Inspection Services - Final.pdf

REQUEST FOR QUALIFICATIONS (RFQ)

FOR

THIRD PARTY INSPECTION SERVICES

SOLICITATION NUMBER: RFQ 1070-26-CG

JUNE 2026

CITY OF CASA GRANDE, ARIZONA

REQUEST FOR QUALIFICATIONS FOR

THIRD PARTY INSPECTION SERVICES

The City of Casa Grande is requesting Statements of Qualifications (SOQs) from qualified firms to provide third party inspection services in support of Right-of-Way (ROW), Site Development, Public Improvement, and Capital Improvement Program (CIP) projects.

The selected firm(s) will provide a qualified consultant to perform construction inspection services on behalf of the City. Inspectors will be responsible for verifying compliance with approved plans, specifications, City standards, and applicable regulations. Services will include field observation, documentation, coordination with City staff and contractors, and ensuring that public and private improvements within the City’s jurisdiction are constructed in accordance with established requirements.

The selected Consultant will provide technical expertise, inspection oversight, reporting, and coordination support to assist the City in the successful delivery and completion of infrastructure and development projects.

In some cases, inspectors may be assigned to observe and inspect permitted utility work on behalf of the city.

Each response shall be in accordance with the SOQ instructions and scope of the work package on file with the City Clerk at City Hall, 510 East Florence Boulevard, Casa Grande, Arizona, 85122. Copies can be obtained by calling the City Clerk's Office (520) 421-8600 or downloading a complete packet at the City's website: www.casagrandeaz.gov.

All responses must be submitted by 2:00 P.M. on July 7, 2026 to the City Clerk, 510 East Florence Boulevard, Casa Grande, Arizona 85122. The responses will be evaluated in accordance with Section Five (5) of the SOQ.

Responses must be addressed to:

Office of the City Clerk City of Casa Grande 510 East Florence Boulevard Casa Grande, Arizona 85122

The envelope must be boldly marked:

July 7, 2026– 2:00 P.M.

STATEMENT OF QUALIFICATIONS

THIRD PARTY INSPECTION SERVICES

SOLICITATION NUMBER RFQ 1070-26-CG

The City of Casa Grande reserves the right to waive any informalities or irregularities in this Statement of Qualifications solicitation or to reject any or all responses; to be the sole judge of http://www.casagrandeaz.gov/ the suitability of the services and materials offered, and to award a contract for the furnishing of the services it deems to be in the best interest of the City.

Adriana Carpio-Solis City Clerk

CITY OF CASA GRANDE, ARIZONA

REQUEST FOR QUALIFICATIONS FOR

TABLE OF CONTENTS

SECTION PAGE

TABLE OF CONTENTS

SECTION 1: INSPECTION SERVICES ASSIGNMENT DESCRIPTION

SECTION 2: SCOPE OF WORK

SECTION 3: GENERAL TERMS, CONDITIONS, AND INSTRUCTIONS

SECTION 4: SOQ FORMAT INSTRUCTIONS

SECTION 5: SOQ EVALUATION CRITERIA……………………………………………………………………………………………………12

SECTION 6: CITY SELECTION PROCESS

APPENDIX A

Required Forms

APPENDIX B

SAMPLE CONTRACT FORM

SECTION 1: INSPECTION SERVICES ASSIGNMENT DESCRIPTION

The City of Casa Grande is requesting Statements of Qualifications (SOQs) from qualified consultant firms to provide professional inspection services to assist City staff with construction oversight and compliance verification for Right-of-Way (ROW), Site

Development, and Capital Improvement Program (CIP) projects.

The selected firm(s) will provide a qualified consultant to support the City of Casa Grande

Public Works Department by performing field inspections and related services to ensure that public and private infrastructure improvements are constructed in accordance with approved plans, specifications, City standards, and applicable regulations.

The purpose of this RFQ is to select a qualified inspection firm to provide professional construction inspection services on behalf of the City.

SECTION 2. SCOPE OF WORK

The Scope of Work involved shall include, but not be limited to, the following tasks:

• Performing on-site and off-site construction inspections for roadway, utility, drainage, sewer and other related infrastructure improvements.

• Inspecting and documenting construction progress of contractors and utility providers working in city right-of-way

• Verifying compliance with approved construction plans, technical specifications, permits, and City standards.

• Coordinating with City staff, contractors, developers, and utility providers to address field issues and ensure timely project completion.

• Reviewing traffic control measures in the field to verify compliance with approved traffic control plans and applicable MUTCD and City standards.

• Documenting inspection activities, maintaining daily reports, tracking quantities, and identifying deficiencies requiring corrective action.

• Attending project meetings, pre-construction meetings, and coordination meetings as required.

• Act as the city inspector in the absence of city staff under the City Engineer’s direction

• Assisting with final inspections, punch lists, and project closeout documentation.

• As-Built Verification: Reviewing contractor-submitted as-built drawings to confirm that constructed improvements accurately reflect field conditions, approved plans, and any approved changes made during construction, and coordinating with contractors and City staff to resolve discrepancies prior to final acceptance.

SECTION 3. GENERAL TERMS, CONDITIONS, AND INSTRUCTIONS

Definition of Terms Used in These Instructions

As used in these instructions, the following terms have the following meaning:

A. "Attachments" means all items required of the Submitter as a part of the Submittal.

B. "Days" means calendar days unless otherwise specified.

C. "Exhibits" means all items attached to the solicitation.

D. "Submittal" means bid, submittal, quotation, and qualifications.

E. "Submitter" means a vendor or provider who responds to any type of solicitation.

F. "Contract Manager (or Project Principal)" means the person duly authorized to enter into and administer contracts and make written determinations with respect to the contract or his or her designee.

G. "Solicitation" means a request for Statement of Qualifications (SOQ).

Inquiries

A. Solicitation Contact Person; Other Contact Prohibited. Any inquiry related to a solicitation shall be directed solely to the City of Casa Grande Contract Manager (Project Manager or PM). The Submitter shall not contact or direct inquiries concerning this solicitation to any other employee. All firms interested in this Project (including the firm's employees, representatives, agents, lobbyists, attorneys, and subconsultants) will refrain, under penalty of disqualification, from direct or indirect contact for the purpose of influencing the selection or creating bias in the selection process with any person who may play a part in the selection process, including the evaluation panel, the City Manager, Deputy City Manager, Department Heads, and other staff. This policy is intended to create a level playing field for all potential firms, assure that contract decisions are made in public, and protect the integrity of the selection process.

The Contract Manager/Project Manager and Contact Person for this Solicitation shall be:

David Harmon, Civil Engineer Casa Grande Public Works Department David_Harmon@casagrandeaz.gov

B. Submission of Inquires. All inquiries are to be submitted via EMAIL ONLY to the contact Contract Manager/Project Manager listed above. Each inquiry shall clearly refer to this solicitation in the subject line of the email. A list of all inquiries received and responses by the city shall be generated and made available to all interested parties via posting on the City's website at least seven (7) days prior to the Submittal deadline.

mailto:David_Harmon@casagrandeaz.gov

C. Timeliness. Any inquiry should be submitted at least ten (10) calendar days before the Submittal due date and time. Failure to do so may result in the inquiry not being answered.

D. No Right to Rely on Verbal Responses. Any inquiry that raises material issues and results in changes to the solicitation shall be answered solely through a written solicitation amendment or addendum. A Submitter may not rely on verbal responses to their inquiries.

Submittal Acceptance Period

By submitting a proposal pursuant to this solicitation, Submitter agrees that it shall hold its Submittal open for one-hundred twenty (120) days.

Cost of Submittal Preparation

Except as required by statute or City Code or Regulation, the City of Casa Grande shall not reimburse any Submitter the cost of responding to a solicitation.

Certifications, Disclosure, and Disqualification

A. Non-collusion, Employment, and Services. By signing the Submittal form, or other official contract form, the Submitter certifies that:

a. Submitter did not engage in collusion or other anti-competitive practices in connection with the preparation or submission of its Submittal; and

b. It does not discriminate against any employee, applicant for employment, or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and it complies with all applicable federal, state, and local laws and executive orders.

B. Disclosure. If the design consultant, construction contractor, business, or person submitting this Submittal has previously been debarred, suspended, or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any federal, state, or local government, or if any such preclusion from participation from any public procurement activity is currently pending, the Submitter must fully explain the circumstances relating to the prior preclusion or proposed preclusion in the Submittal by including a letter with its Submittal setting forth the name and address of the governmental unit, the effective dates of the suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment or proposed suspension or debarment.

C. Disqualification. The Submittal of a Submitter who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity shall be rejected.

Award of Contract

Number or Types of Awards

Where applicable, the City of Casa Grande reserves the right to make multiple awards or award a contract by individual line items, by a group of line items, or to create an aggregate award, whichever is deemed most advantageous to the City of Casa Grande. If the Contract Manager determines that an aggregate award to one Submitter is not in the

City of Casa Grande's interest, "all or none" Submittals shall be rejected.

Prompt Payment Discount

Prompt payment discounts of thirty (30) days or more set forth in a Submittal shall be deducted from the Submittal for the purposes of evaluating that price.

Contract Inception.

Submittal does not constitute a contract, nor does it confer any rights on the Submitter to award a contract. A contract is not created until the Submittal is accepted by the Casa

Grande City Council, if required by the City Code or Regulations, and a written contract is executed by the authorized signature of the City Manager, or designee, and the

Submitter.

Protests

Pursuant to Section 3.04.170 of the Casa Grande City Code, all protests shall be in writing and be filed with the City of Casa Grande Purchasing Officer. To be considered timely, a protest of a solicitation must be filed within three (3) days following the date on which the act or error complained of occurred. A protest shall include:

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

• The signature of the protester or its representative;

• Identification of the purchasing agency and the solicitation or contract number;

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

• The form of relief requested.

Solicitation Order of Precedence

In the event of a conflict in the provisions of this Solicitation, the following shall prevail in the order set forth below:

A. Solicitation;

B. Special Terms and Conditions, if any;

C. Uniform General Terms and Conditions, if any;

D. Specifications, if any;

E. Exhibits, if any;

F. Special Instructions to Submitters, if any; and

G. Uniform Instructions to Submitters, if any.

Persons with Disabilities

Persons with a disability may request a reasonable accommodation by contacting the Project Manager. Requests should be made as early as possible to allow time to arrange the accommodation. A person requiring a special accommodation may contact the Project Manager responsible for this procurement as identified on the first page of this solicitation.

SECTION 4. SOQ FORMAT INSTRUCTIONS

The Consultant(s) will be selected through a qualifications-based selection process. Firms interested in Third Party Inspection Services must submit a Statement of Qualifications (SOQ) that meets the criteria outlined in this section. The information included in the SOQ response will be used to evaluate your firm as part of any criteria, regardless of where that information is found in the SOQ. Information obtained from the SOQ and any other relevant source, including an independent investigation by the City, may be used in the evaluation and selection process.

The TOTAL PAGE LIMIT is six (6) pages for the SOQ submittal. All SOQs shall be submitted per the instructions below. Email copies will not be accepted. The 3 required forms (Submittal Acknowledgement, Non-Collusion Affidavit, Authorization for Release of Performance Information and Waiver) do not count towards the page limit, but must be attached to the SOQ document.

A. Copies of Submittal. To be considered responsive, One (1) original, and Two (2)

Copies of the SOQ document must be submitted in a sealed envelope or box with the following SOQ description boldly marked:

July 7, 2026 – 2:00 P.M.

STATEMENT OF QUALIFICATIONS

SOLICITATION NUMBER 1070-26-CG

The Submittal shall include the firm name and address on the package.

The original copy of the Submittal document must bear the original signature of an authorized representative of the Submitter on the acknowledgment provided.

The SOQ package must be delivered by the deadline date and time to the following address to be considered responsive.

Location: City of Casa Grande ATTN: Office of the City Clerk

510 East Florence Boulevard Casa Grande, Arizona 85122

B. Forms: No Facsimile or Telegraphic Submittals. A Submittal shall be submitted on the forms provided in this solicitation or their substantial equivalent. Any substitute document for the forms provided in this solicitation shall be legible and contain the same information requested on the form. A facsimile or telegraphic, Submittal shall be rejected.

C. Page Parameters. A page is defined as 8½ x 11-inch. An 11 x 17-inch page is not allowed to be submitted. A portrait or landscape format is acceptable. A page with text on the front and back will count as two pages. A page with text on the front and blank on the back will count as 1 page. All proposal pages are counted from beginning to end to arrive at the maximum allowable page limit stated in the RFQ Package. All pages, including the front cover (except a clear front cover will not count as a page), table of contents, divider sheets, etc., are counted as pages. Any additional pages, forms, documents, or attachments that cause the Submittal to exceed the total page limit will not be included in the review of the Submittal.

The Submittal shall be clear and legible. Submittal scores will be adversely affected if SOQs are not readable or the font size is too small for Selection Panel members to read.

D. Video or Multimedia Applications. No video clips or other multimedia applications are allowed. Attached multimedia will not be included in the review of the Submittal.

E. Attachments. The SOQ Required Forms (which are provided in this RFQ in Appendix A), shall not be included in the page count. Do not add additional pages, forms, documents, or attachments, including blank pages, to the Required Forms, as any additional pages shall count toward the page count.

See Appendix A for a detailed list of requested attachments. Extra divider sheets, including blank or printed pages (regardless of the printed material on the page) separating the main proposal from attachments, should also not be included as this shall be counted as a page.

The required forms must either be typed or in ink. Erasures, interlineations, or other modifications in the Submittal must be initialed in ink by the person signing the Submittal. Modifications shall not be permitted after Submittals have been opened except as otherwise provided under applicable law.

F. Duty to Examine. It is the responsibility of each Submitter to examine the entire solicitation, seek clarification in writing, and check its Submittal for accuracy before submitting the Submittal. Lack of care in preparing a Submittal shall not be grounds for withdrawing the Submittal after the Submittal due date and time nor shall it give rise to any contract claim.

G. Amendments or Addendum. Submitters shall acknowledge all amendments or addenda as outlined in Section 5A.

H. Submittal Amendment or Withdrawal. A Submittal may not be amended or withdrawn after the Submittal due date and time except as otherwise provided under the City's Procurement Code or other applicable law.

I. Public Record. Under applicable law, all Submittals submitted and opened are public records and must be retained by the City of Casa Grande. Submittals shall be open to public inspection after contract award. If a Submitter believes that information in its Submittal is confidential under applicable law, it shall stamp that as confidential information and submit a statement with its Submittal detailing the reasons that information should not be disclosed. The City of Casa Grande shall make a determination pursuant to the City of Casa Grande's Procurement Code and the Public Records laws of the State of Arizona.

J. ADA and Accessibility Compliance of Documents in Response of this RFQ. Submitter represents and warrants that all documents and all media submitted to the City in response to this RFQ shall comply with all applicable federal and state accessibility laws and regulations, and that these documents and media shall conform to the Web Content Accessibility Guidelines (WCAG) 2.1, Level AA (or any successor standard adopted by the United States Department of Justice or other applicable authority). If documents and/or media are submitted that do not meet this requirement, the Submittal may be deemed non-responsive. If requested by the City, Submitter shall promptly correct, at no additional cost to the City, any document and/or media determined by the City to be non-compliant with accessibility requirements.

K. ADA and Accessibility Compliance of Deliverables. Submitter represents and warrants that all deliverables, if selected, work product, services, materials, documents, websites, software, applications, digital content, and communications provided under this Contract (collectively, “Deliverables”) shall comply with all applicable federal and state accessibility laws and regulations, and that these deliverables shall conform to the Web Content Accessibility Guidelines (WCAG) 2.1, Level AA (or any successor standard adopted by the United States Department of Justice or other applicable authority).

Contractor shall promptly correct, at no additional cost to the City, any Deliverable determined by the City to be non-compliant with accessibility requirements.

L. Exceptions to Terms and Conditions. A Submittal that takes exception to a material requirement of any part of the solicitation, including a material term and condition of any proposed contract, may be rejected.

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

N. Non-compliant Submittals to be rejected. Submitters are advised that failure to comply with the following criteria will be grounds for disqualification and will be strictly enforced:

• Receipt of Submittal by the specified cut-off date and time.

• Failure to deposit the Submittal in the appropriate location.

These failures will result in disqualification, and no action of the City, including late acceptance by the City Clerk, shall act to waive or otherwise affect the disqualification.

O. City Rights. The City of Casa Grande reserves the right to reject any or all Submittals, and except as set forth in subsection (N) above, to waive any informality or irregularity in any Submittal received, to be the sole judge of the merits of the respective Submittals received, and to cancel any solicitation if deemed to be in the interest of the City to do so.

Pre-Submittal Conference A pre-Submittal conference will not be held.

SECTION 5. SOQ EVALUATION CRITERIA

The SOQ shall be prepared to address the following evaluation factors. The maximum points to be awarded will be 1000 points, and the maximum points to be awarded for each element in the initial evaluation process are set forth below.

A. Introductory Letter (25)

The Introductory Letter shall be the first page of the SOQ and shall be addressed to:

City of Casa Grande 510 E. Florence Boulevard Casa Grande, AZ 85122

The Introductory Letter should be no longer than one (1) page and shall contain the following items:

1. An expression of the consultant’s interest in being selected.

2. A statement confirming the commitment of the Consultant identified in the

Submittal to the extent necessary to meet the assignment expectations.

3. Provide the Consultant firm’s name and Technical Professional’s registration number of the prime Consultant Principal or Officer of the Firm and Project Manager responsible for this contract that is properly registered with the Arizona Board of Technical Registrants (“BTR”) at the time the SOQ is submitted.

4. Provide the Consultant Firms name, state of incorporation, and principals or officers as indicated on the BTR’s website.

5. A summary of key points regarding the proposed Consultants qualifications.

6. Signature of at least one (1) of the authorized Officers of the firm. Signature of the

Consultant and firm authorized SOQ signer (if different than the Consultant).

7. A signed statement by an Officer of the Firm or Project Manager declaring that the

Submitter has read all the issued addenda (if any have been issued).

B. Professional Services Tasks Understanding and Experience (300)

1. State an understanding of the professional services requirements as defined in Sections 1 and 2 of this RFQ.

2. Provide a description of the Consultants’ experience to conduct and complete this assignment. Specific examples of Consultant experience will maximize your score.

C. Capabilities of the Consultant (500)

1. Identify the Consultants’ capabilities and experience including:

a. Work background (years in public/private service and roles).

b. Identify range/duration of technical experience (roadway, drainage, traffic, planning, etc. design/studies).

c. Work location of personnel during the full duration of the assigned tasks.

e. Technical Certifications of prospective inspectors.

2. Organizational Breakdown

a. An organizational chart showing the submitting team and roles

D. References (100)

1. List three (3) references with following information included:

a. Reference Name

b. Reference Phone Number

c. Reference Email Address

2. Consultants should include at least one reference that is currently employed by an incorporated city or town in the State of Arizona.

E. Attachments (75)

The three Required Forms (Attachments) that must be signed and returned with the submittal will be assigned points as listed above.

Format Content

MAXIMUM

POINTS

TOTAL NUMBER

OF PAGES

Introductory Letter 25 1

Evaluation Criteria

Understanding and Experience 300

Capabilities of the Consultant 500

References 100

Attachments 75

Total 1000 6

SECTION 6. CITY SELECTION PROCESS

A selection committee shall be formed by the City of Casa Grande. This Committee will read, review and evaluate each SOQ submittal independently based on the evaluation criteria. A point formula system will be used to evaluate the submittals. A "final list" will be constructed based on the score of the initial evaluations. The City may, however, call firms to clarify information received in the submittal. Final selection shall be based upon the results of the evaluation of statements of qualifications data submitted. Firms on the final list shall be ranked, and the City will enter into negotiations with the highest-ranking firm.

Upon completing the selection process and identifying the top 5 best-qualified firms, the City shall enter into negotiations with a selected firm and execute a contract following the completion of the negotiation of fees and any contract terms for Council consideration. A 'draft' sample of the form of Contract to be executed is included in Appendix B in this solicitation.

APPENDIX A

Required Forms

THESE FORMS MUST BE SIGNED AND RETURNED WITH SUBMITTAL

SUBMITTAL ACKNOWLEDGMENT

To the City of Casa Grande:

The undersigned hereby submits and agrees to furnish services in compliance with all terms, conditions, specifications, addendums, and amendments in the Solicitation.

Signature also certifies acknowledgement of the material terms of the City of Casa Grande’s Sample Contract. The undersigned also acknowledges that the City intends to procure execution of the final Contract using electronic signatures.

COMPANY NAME:

ADDRESS:

CITY/STATE/ZIP:

PHONE: FAX:

CONTACT PERSON:

EMAIL for CONTACT PERSON:

AUTHORIZED COMPANY SIGNATURE AND TITLE:*

Name: ____________________

Title: _____________________

E-Mail Address: ______________________

* If a different person will be executing the contract, please fill out the name, title, and email:

Name: ____________________

Title: _____________________

E-Mail Address: ______________________

NON-COLLUSION AFFIDAVIT

State of _____________ )

) ss.

County of ___________ )

___________________, Affiant, who has the title of _______________________ for the submitting entity and who is the person or other entity that makes the accompanying Submittal, having first been duly sworn, deposes and says:

That such Submittal is genuine and not sham or collusive, nor made in the interest of, or on behalf of, any persons not herein named, and that the Submitter has not directly or indirectly induced or solicited any other Submitter to put in a sham bid, or any other person, firm, company or corporation to refrain from making a submittal, and that the Submitter has not in any manner sought by collusion to secure for itself an advantage over any other Submitter.

Subscribed and sworn to before me __________________________ this ____ day of __________, 20__

Notary Public: _____________________________________

My Commission Expires: ____________________

Authorization for Release of Performance Information and Waiver

I, __________________, the undersigned, on behalf of _____________ (this company), being duly authorized to do so, do hereby consent and authorize all those companies and government entities listed in my Submittal to the City of Casa Grande, and any other government entity for whom this company has performed inspection services, to disclose and release to the City of Casa Grande, or its representatives, information, records and opinions concerning this company's performance. The purpose of this disclosure is to provide references and background material to the City of Casa Grande. This company hereby waives any claim it may have against the City of Casa Grande or any company or entity providing information to the City of Casa Grande by reason of any information being disclosed or opinions provided regarding the actions or performance of this company.

This authorization shall be effective for one year, and a copy of this authorization shall be as valid and effective as the original.

Dated: ______________________

By: _________________________

Title: _________________________

APPENDIX B

SAMPLE CONTRACT FORM

(Revised February 2026)

CONTRACT FOR PROFESSIONAL SERVICES

THIS CONTRACT is entered into as of the date of the last signatory, by and between

(hereinafter known as “Consultant”), a authorized to do business in the state of

Arizona, whose address is , and the City of Casa Grande (hereinafter known as “City”), an

Arizona municipal corporation, whose address is 510 East Florence Boulevard, Casa Grande, Arizona 85122.

The City engages the Consultant to perform professional services for a project known and described as “ ” (hereinafter the “Project”).

1. Term and Scope of Consultant's Services.

The Consultant agrees to provide services to the City for the performance of the Project, consistent with the Scope of Services and in the timeframe identified as Exhibit A and incorporated herein by reference. No material, labor, or facilities will be furnished by the City, unless otherwise provided for in the Contract.

2. Accounting and Payment for Consultant Services.

Payment to the Consultant for services rendered under this Contract shall be a sum total not to exceed $ , along with change orders issued in accordance with the City’s Purchasing

Policy, as set forth in Exhibit B. Where Exhibit B requires payments by City on a monthly basis for the percentage of the services completed, payment shall be based upon billings supported, unless otherwise provided in Exhibit B, by itemized documentation of units of service actually performed and amounts earned (including where appropriate, the actual number of days worked each month and total number of hours for the month), equipment or materials supplied or used, and the total dollar payment requested. Unless specifically stated in Exhibit B or approved in writing in advance by the City, the City will not reimburse the Consultant for any costs or expenses incurred by the Consultant in the performance of this contract that are not part of the agreed upon reimbursable expenses. Where required, the City shall, upon receipt of appropriate documentation, compensate the Consultant no more often than monthly through the City voucher system for the

Consultant's service pursuant to the fee schedule set forth in Exhibit B.

The City Contingency is a fund to cover cost growth during the Project used at the discretion of the City usually for costs that result from City directed changes or unforeseen site conditions. The amount of the City’s contingency will be set solely by the City. This Contingency shall be used only by the City for upgrades and changes in scope or other changes not already included within the intent of the Project. City shall provide Consultant with a Work Change

Directive authorizing Consultant to perform the additional work. These additional costs shall be in an amount mutually agreed upon by Consultant and City. Any amount allocated for contingencies that is not used belongs to, and remains with, the City.

3. Assignment and Subcontracting.

No portion of this contract may be assigned or subcontracted to any other individual, firm, or entity without the express and prior written approval of the Contracting Officer. It will be the responsibility of the Consultant to ensure that any and all subcontractors or subconsultants comply with the terms and conditions of this Contract and that City of Casa Grande is named as express third-party beneficiary of such subcontracts with full rights as such.

4. Independent Contractor.

The Consultant's services shall be furnished by the Consultant as an independent contractor and nothing contained herein shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder, and all services performed shall be made and performed pursuant to this Contract by the Consultant as an independent contractor.

5. No Guarantee of Employment.

The performance of all or part of this contract by the Consultant shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the

Consultant or any employee of the Consultant or any subcontractor, or subconsultant, or any employee of any subcontractor, or subconsultant by the City at the present time or in the future.

6. Taxes.

The Consultant understands and acknowledges that the City will not withhold federal or state income taxes. Where required by state or federal law, the Consultant authorizes the City to make withholding for any taxes other than income taxes (i.e., Medicare). All compensation received by the Consultant will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the

Consultant to make the necessary estimated tax payments throughout the year, if any, and the

Consultant is solely liable for any tax obligation arising from the Consultant's performance of this

Contract. The Consultant hereby agrees to indemnify the City against any demand to pay taxes arising from the Consultant's failure to pay taxes on compensation earned pursuant to this Contract.

The City will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The Consultant must pay all other taxes including, but not limited to, Business or

Occupation Tax, taxes based on the Consultant's gross or net income, or personal property to which the City does not hold title.

7. Regulations and Requirement.

This Contract shall be subject to all laws, rules and regulations of the United States of

America, the State of Arizona, and the City of Casa Grande.

8. Right to Review.

This contract may be subject to review by any federal or state auditor. The City or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the City. Such review may occur with or without notice, and may include, but is not limited to, on-site inspection by City Agents or employees, inspection of all records or other materials which the City deems pertinent to the

Contract and its performance, and any and all communications with or evaluations by service recipients under this Contract. The Consultant shall preserve and maintain all financial records and records relating to the performance of services under this Contract for five (5) years after contract termination in accordance with A.R.S. §35-214 and shall make them available for such review within the City of Casa Grande, State of Arizona, upon request.

9. Modifications.

Either party may request changes to this Contract. Any, and all, agreed modifications shall be in writing, signed by each of the parties.

10. Time is of the Essence.

Time of each of the terms, covenants, and conditions of this Contract is hereby expressly made of the essence.

11. Termination for Default.

If the Consultant defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the City may, by depositing written notice to the

Consultant in the U.S. mail, postage prepaid, terminate the contract, and at the City's option, obtain performance of the services elsewhere. If the contract is terminated for default, the Consultant shall not be entitled to receive any further payments under the contract until all services called for has been fully performed. Any extra cost or damage to the City resulting from such default(s) shall be deducted from any money due or coming due to the Consultant. The Consultant shall bear any extra expenses incurred by the City in completing the services, including all increased costs for completing the services, and all damage sustained, or which may be sustained by the City by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Consultant was not in default, the rights and obligations of the parties shall be the same as if the notice of termination has been issued pursuant to the Termination for Public

Convenience paragraph hereof.

12. Termination for Public Convenience.

The City may terminate the contract in whole or in part whenever the City determines, in its sole discretion, that such termination is in the best interests of the City. Whenever the contract is terminated in accordance with this paragraph, the Consultant shall be entitled to payment for actual services performed at unit contract prices for completed items of service. An equitable adjustment in the contract price for partially completed items of service will be made, but such adjustment shall not include provisions for loss of anticipated profit on deleted or uncompleted services. Termination of this contract by the City at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the City.

13. Equal Opportunity.

This Contract, and the parties thereto, shall comply with the provisions of Arizona

Executive Order 75-5 as amended by Arizona Executive Order 99-4 as they relate to equal opportunity.

14. Venue and Choice of Law.

In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Contract, the venue of such action of litigation shall be in the courts of the

State of Arizona in and for the County of Pinal. This Contract shall be governed by the laws of the

State of Arizona.

15. Insurance.

15.1 Consultant Liability Insurance. Upon signing of the Contract and so long as it shall remain in effect, Consultant, at its cost and expense, shall purchase and maintain the insurance described in this subsection 15. The insurance shall be purchased and maintained in companies duly licensed or otherwise approved by the State of Arizona, with forms acceptable to the City of

Casa Grande, and shall be primary with no right of contribution. The Consultant’s insurer shall have a minimum A.M. Best’s rating of A-VIII. Use of alternative insurers requires prior approval for the City of Casa Grande.

The insurance coverages to be purchased and maintained are:

15.1.1 Workers' Compensation. Consultant shall provide workers' compensation insurance as required by state and federal laws having jurisdiction over Consultant’s employees engaged in the performance of the Services within this Contract.

15.1.2 General Liability. Consultant shall maintain a Commercial General

Liability (Occurrence) policy that includes coverage for premises and operations, products and completed operations, contractual liability, broad form property damage, and personal injury liability. The policy shall have limits of not less than:

· $1,000,000 for each occurrence of bodily injury and property damage; and

· $1,000,000 for personal injury.

15.1.3 Automobile Liability. Consultant shall maintain an Automobile Liability policy with a combined single limit for bodily injury and property damage of not less than

$1,000,000 for each accident. The policy shall cover all owned, hired, and non-owned automobiles used in connection with this Contract for the performance of Consultant’s services.

15.1.4 Property Insurance. A policy or policies of fire and extended coverage property damage insurance covering the full insurable value of all tools and equipment used by Consultant from time to time on the lands of City of Casa Grande pursuant to this

Contract, including mobile equipment. Consultant shall also require its agents, contractors, licensees, and others performing the obligations, or exercising the rights, of Consultant under this Contract to carry such property damage insurance. Such policy or policies shall cover the full insurable value of such tools and equipment.

15.1.5 Adjustment of Liability Limits. If the initial term of this Contract shall exceed ten years or if the aggregate term of this Contract, including any extension or renewal terms agreed to by the parties or provided for in this Contract shall exceed ten years, on each tenth anniversary of the date of this Contract, the liability limits provided for in sections 15.1.2 and 15.1.3 shall be increased by an amount proportional to the increase in the US consumer price index occurring since the date of this Contract or the date of the last such increase as appropriate.

15.1.6 Professional Liability. The Consultant retained by the City to provide the engineering services required by this Contract will maintain Professional Liability insurance covering errors and omissions arising out of the Services performed by the

Consultant or any person employed by him, with an unimpaired limit of not less than

$1,000,000 each claim and $2,000,000 all claims, or 10% for the construction budget, whichever is larger. In the event the insurance policy is written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of Services as evidenced by annual Certificates of Insurance.

15.2 Insurance Certificate. Consultant shall not exercise any of its rights under this

Contract until it delivers to City of Casa Grande's designated recipient certificates from

Consultant’s insurers showing that the coverage required above has been obtained.

15.2.1 The insurance certificates must show City of Casa Grande, its subsidiaries, affiliates directors, officers, and employees as the certificate holder and as additional insured parties in respect of all liability coverage except workers' compensation. The policy shall provide, and the certificate shall reflect that the insurance afforded applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the company’s liability.

15.2.2 The insurance certificate shall provide on its face that the policies it represents will not be terminated, amended, or allowed to expire without 30 days prior written notice to City of Casa Grande.

15.2.3 Failure of City of Casa Grande to demand the insurance certificate or other evidence of full compliance with these insurance requirements or failure of City of Casa

Grande to identify a deficiency from any certificate provided to it shall not be construed as a waiver of Consultant’s obligation to maintain such insurance.

15.3 Severability of Interests. The policies referenced in 15.1.2. and 15.1.3. shall contain a severability of interest clause, generally providing, "the insurance afforded applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the company's insurance."

15.4 Waiver of Subrogation. Consultant hereby waives any and all rights that it might have against City of Casa Grande, its employees, officers and directors, to recover all or part of any loss or damage insured or insurable by the insurance policies carried or required to be carried by it pursuant to the Contract Documents. Consultant shall require each of its agents, contractors, licensees and others performing the obligations, or exercising the rights, of Consultant under this

Contract to provide a similar waiver for City of Casa Grande’s benefit.

15.5 Deductibles. Consultant may purchase the required insurance policies with deductibles which are reasonable in light of the Consultant’s financial condition; provided that any loss not covered due to the deductible will be paid by Consultant. Consultant shall also require its agents, Consultants, licensees, and others performing the obligations, or exercising the rights, of

Consultant under this Contract to carry such property damage insurance. Such policy or policies shall cover the full insurable value of such tools and equipment.

16. Withholding Payment.

In the event the Consultant has failed to perform any substantial obligation to be performed by the Consultant under this Contract and said failure has not been cured within the times set forth in this Contract, then the City may, upon written notice, withhold all monies due and payable to

Consultant, without penalty, until such failure to perform is cured or otherwise adjudicated.

17. Future Non-Allocation of Funds.

If sufficient funds are not appropriated or allocated for payment under this contract for any future fiscal period, the City will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the City in the event this provision applies.

18. Protection of Licensee Data.

Consultant warrants that the Consultant’s installation, maintenance, and upgrade of any software provided hereunder shall not result in the use or disclosure by Consultant of any information concerning a patient/client obtained by the City in providing service in violation of any State laws, Federal laws, including, but not limited to, the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA), and any federal regulations governing privacy, including, but not limited to, 45 CFR Section 160-164, as well as other applicable federal and state statutes and regulations.

19. Consultant Commitments, Warranties and Representations.

Any written commitment received from the Consultant concerning this Contract shall be binding upon the Consultant, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Consultant to materially fulfill such a commitment shall result in a breach of this Contract. A commitment includes but is not limited to any representation made prior to execution of this Contract, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties.

20. Patent/Copyright Infringement.

Consultant will defend and indemnify the City from any claimed action, cause or demand brought against the City, to the extent such action is based on the claim that information supplied by the Consultant infringes any patent or copyright. The Consultant will pay those costs and damages attributable to any such claims that are finally awarded against the City in any action.

Such defense and payments are conditioned upon the following:

a. That Consultant shall be notified promptly in writing by City of any notice of such claim; and

b. Consultant shall have the right, hereunder, at its option and expense, to obtain for the

City the right to continue using the information, in the event such claim of infringement is made, provided no reduction in performance or loss results to the City.

21. Disputes.

21.1 General. Differences between the Consultant and the City, arising under and by virtue of the Contract Documents shall be brought to the attention of the City at the earliest possible time in order that such matters may be settled, or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, rulings, instructions, and decisions of the Contracting Officer, shall be final and conclusive.

21.2 Notice of Potential Claims. The Consultant shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the City, or (2) the happening of any event or occurrence, unless the Consultant has given the City a written Notice of Potential Claim within 10 days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the City. The written Notice of Potential Claim shall set forth the reasons for which the Consultant believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Consultant shall keep full and complete daily records of the

Services performed, labor and material used, and all costs and additional time claimed to be additional.

21.3 Detailed Claim. The Consultant shall not be entitled to claim any such additional compensation, or extension of time, unless within 30 days of the accomplishment of the portion of the services from which the claim arose, and before the final payment by the City, the Consultant has given the City a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of supporting documents evidencing the amount or the extension of time claimed to be due.

22. Ownership of Items Produced.

All writings, programs, data, public records or other materials prepared by the Consultant and/or its subconsultants or subcontractors, in connection with the performance of this Contract shall be the sole and absolute property of the City.

23. Conflict of Interest.

The Consultant agrees to promptly disclose any financial or economic interest in the Project property, or any property affected by the Project, existing prior to the execution of this Contract.

Further, the Consultant agrees to promptly disclose any financial or economic interest with the

Project property, or any property affected by the Project, if the Consultant gains such interest during the course of this Contract.

If the Consultant gains any financial or economic interest in the Project during the course of this Contract, this may be grounds for terminating this Contract at the sole discretion of the City.

The Consultant shall not engage the services on the Contract of any present of former City employee who was involved as a decision maker in the selection or approval processes, or who negotiated or approved billings or contract modifications for this Contract.

The Consultant agrees that it shall not perform services on this Project for any other contractor, subcontractor, subconsultant, or any supplier.

The Consultant shall not negotiate, contract, or make any agreement with any other contractor, subcontractor,…