RFQ_C116626-_Program_Manager_for_Roof_Replacement_Program.pdf

REQUEST FOR QUALIFICATIONS

FOR

PROGRAM MANAGER FOR

CAP ROOF REPLACEMENT PROGRAM

ISSUE DATE June 25, 2026

CENTRAL ARIZONA WATER CONSERVATION

DISTRICT CONTRACT DOCUMENTS

RFQ NO. C116626

PRE-SUBMITTAL CONFERENCE:

July 7, 2026, 9:00AM Phoenix Time

QUESTIONS DUE:

July 14, 2026, 3:00PM Phoenix Time

SOQ SUBMITTALS DUE:

July 29, 2026, 3:00PM Phoenix Time

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Program Manager for Roof Replacement Program

Table of Contents

SECTION TITLE PAGE

A. INTRODUCTION 3

B. SOQ PREPARATION INSTRUCTIONS 4

C. CONTRACT TERMS 10

D. CONSULTANT FORM 29

E. QUESTIONNAIRE 30

F. SCOPE OF WORK 32

APPENDICIES

A Project Overview Map 40

B Project Milestone and Phasing Draft Schedule 42

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Section A

INTRODUCTION

The Central Arizona Water Conservation District (CAWCD) is a multi-county water conservation district and political subdivision of the state of Arizona organized pursuant to A.R.S. §48-3701 et seq. for the purposes, among others, of contracting with the United States for the delivery of Central Arizona Project (CAP) water, repayment of CAP costs and operation and maintenance of the CAP aqueduct.

The CAP is designed to bring about 1.5 million acre-feet of Colorado River water per year to Pima, Pinal and Maricopa counties. The CAP carries water from Lake Havasu to the southern boundary of the San Xavier Indian Reservation southwest of Tucson. It is a 336-mile long system of aqueducts, tunnels, pumping plants and pipelines and is the largest single resource of renewable water supplies in the state of Arizona.

PROJECT DESCRIPTION

The Central Arizona Water Conservation District (CAWCD), is soliciting Statements of Qualifications (SOQs) for Program Manager for CAP Roof Replacement Program, as fully described in the Scope of Work (Section F). SOQs will be received on or before the day and time stated on the cover sheet.

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Section B

SOQ PREPARATION INSTRUCTIONS

1. GENERAL INSTRUCTIONS

A. This is a Request for Qualifications (RFQ) for Program Manager for CAP Roof

Replacement Program. The Central Arizona Water Conservation District (CAWCD) is a multi-county water conservation district and political subdivision of the State of Arizona, herein after referred to as CAWCD.

B. To be considered for award of this professional services contract, SOQs must be in the actual possession of CAWCD’s Purchasing Department at the location indicated, on or prior to the exact time and date indicated above. Late SOQs will not be considered.

C. No paper documents will be accepted. Responses to the solicitation shall be submitted electronically on CAWCD's Open Gov portal at https://procurement.opengov.com/portal/centralarizonaproject.

Format of the submittal shall be a single file in PDF format ONLY. Offers submitted in a format differently than specified may be rejected at the discretion of CAWCD. Submission of a response to this solicitation shall be construed as the intent to be bound by any resultant contract.

D. In accordance with ARS 34-603, estimated costs to complete the work shall not be included in the SOQ. If estimated costs or hourly or daily rates are submitted, the SOQ will be rejected.

E. SOQ responses must be limited to ten (10) pages, not including a cover, cover letter, resumes of key individuals, or section dividers.

F. Direct contact with CAWCD staff or elected officials concerning this solicitation is strictly prohibited and may result in disqualification from consideration. All questions shall be addressed to Erin Reilly, (623) 869-2361 or by email at ereilly@cap-az.com.

G. CAWCD reserves the right to reject any or all SOQs, to waive any non-conformance, to re-advertise the RFQ and to withhold the award of the Contract for any reason CAWCD determines.

2. COPIES OF CONTRACT DOCUMENTS

A. CAWCD assumes no responsibility for errors or misinterpretations resulting from the use of incomplete sets of Contract Documents.

https://procurement.opengov.com/portal/centralarizonaproject mailto:ereilly@cap-az.com

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B. CAWCD in making Contract Documents available on the above terms does so only for the purpose of obtaining SOQ's on the work and it does not constitute an offer for acceptance.

3. EXAMINATION OF CONTRACT DOCUMENTS

A. It is the responsibility of each entity before submitting an SOQ to (1) examine the Contract Documents thoroughly; (2) consider federal, state, and local laws and regulations or any other conditions that may affect cost or performance of the Work; and (3) notify CAWCD of conflicts, errors, or discrepancies in the Contract Documents.

B. Upon submission of an SOQ the entity attests it has (1) complied with every requirement of the Proposal Preparation Instructions; (2) without exception, the Proposal is premised upon performing the Work required by the Contract Documents; and (3) the Contract Documents are sufficient in scope and detail to convey an understanding of all terms and conditions for performing and furnishing the Work.

4. INTERPRETATIONS AND ADDENDA

A. All questions about the meaning or intent of the Contract Documents must be directed to Erin Reilly by email to ereilly@cap-az.com. Interpretations or clarifications considered necessary by CAWCD will be issued prior to the due date to all parties that have obtained or downloaded Contract Documents directly from CAWCD’s OpenGov portal at https://procurement.opengov.com/portal/centralarizonaproject. Entities that have obtained Contract Documents from other sources are responsible for obtaining any addenda or updates. Questions received less than seven (7) days prior to the due date may not be answered. Only questions answered by formal written Addenda will be binding upon CAWCD. Oral and other interpretations or clarifications will be without legal effect.

B. Addenda may also be issued via CAWCD’s OpenGov website at https://procurement.opengov.com/portal/centralarizonaproject to modify the RFQ documents as deemed advisable by CAWCD.

C. In general, CAWCD will neither approve nor disapprove particular services prior to the opening of the SOQs.

5. THE SOQ

A. No oral SOQ will be considered.

B. No oral modifications to the SOQ will be considered.

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C. SOQ preparation costs are the sole responsibility of the Consultant including any costs associated with any requested oral presentation/demonstration in response to this RFQ.

D. The SOQ shall be signed by the person or persons legally authorized to bind the Consultant to a contract (see Section D – CONSULTANT FORM).

Electronic signatures are acceptable to CAWCD. An SOQ by a corporation shall have a certificate of good standing and a resolution authorizing the submittal of the SOQ affixed to the SOQ. An SOQ submitted by an agent shall have a current power of attorney attached certifying the agent's authority to bind the Consultant.

E. Contacting CAWCD staff or elected officials, either directly or indirectly, regarding this solicitation for the purpose of, or having the effect of, influencing the selection process is strictly prohibited and may result in disqualification from consideration. All questions shall be addressed to Erin Reilly by email to ereilly@cap-az.com.

6. AMENDMENTS TO SOQ’S

Amendments to a submitted SOQ will only be considered if they are transmitted in the required PDF format electronically on CAWCD's OpenGov website ONLY and received before the stated time and date.

7. EVALUATION AND SELECTION

A. CAWCD in its sole discretion may: (1) reject for any reason any or all SOQs,

(2) reject an SOQ not accompanied by any data required by the RFQ Documents, (3) accept a single SOQ when, in the opinion of the General Manager, further advertising or posting will not alter the result, (4) waive minor deviations, unessential variances, informalities and minor inequalities in SOQs received, and (5) reissue an RFQ.

B. CAWCD reserves the right to negotiate contract terms with the successful consultant, and the right to disregard all non-conforming, non-responsive, unbalanced or conditional SOQs.

C. CAWCD reserves the right to reject the SOQ of any Consultant if CAWCD believes that it would not be in the best interest of CAWCD to make an award to that Consultant, whether because the SOQ is not responsive or the Consultant is unqualified or of doubtful financial ability or fails to meet any other pertinent standard or criteria established by CAWCD.

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In evaluating SOQs, CAWCD will consider:

Evaluation Criteria Points Allocated

1. Relevant Experience and Program Management Qualifications

2. Qualifications, Experience, and Availability of Proposed Key Personnel and Team

3. Project Understanding and Management Approach

D. CAWCD will review the SOQs and may determine which three (3) to five (5)

Consultant’s SOQs are most advantageous to CAWCD (if more than three submittals are received), taking into consideration evaluation of factors identified herein. CAWCD may hold interviews with Consultants to aid in determining which SOQ is most advantageous to CAWCD.

E. Award of the Contract shall be made to the responsible Consultant whose

SOQ is determined, at the sole discretion of CAWCD, to be most advantageous to CAWCD, taking into consideration evaluation of the factors identified above.

8. BASIS FOR AWARD OF CONTRACT

SOQs shall be irrevocable and remain open for acceptance by CAWCD for a period of ninety (90) days from the time and day specified for closing this RFQ.

The awarding of a Contract shall not give the Consultant any right of action or claim upon such SOQ until the same shall have been reduced to writing and duly signed by the contracting parties.

9. PRE-SUBMITTAL CONFERENCE

A NON-MANDATORY PRE-SUBMITTAL CONFERENCE will be held on July 7, 2026, 9:00 AM at CAWCD Headquarters, and also available via MS Teams.

The purpose of this meeting will be to clarify the contents of this RFQ. Respondents will have an opportunity to ask questions. Any doubt as to the requirements of this RFQ, or any apparent omission or discrepancy should be presented to CAWCD at this meeting. CAWCD will then determine the appropriate action. If necessary, CAWCD will issue a written addendum to this RFQ. Oral statements or instructions shall not constitute an addendum to this RFQ.

Attendees must RSVP with Erin Reilly, Procurement Contract Administrator at ereilly@cap-az.com no later than 3:00 PM on July 6, 2026. Upon RSVP, confirmation with further instructions and link to virtual meeting will be provided.

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10. SOLICITATION SCHEDULE

Critical dates for this solicitation are detailed below:

Pre-Submittal Meeting July 7, 2026, 9:00 am Questions Due July 14, 2026, 3:00 pm SOQ Submittals Due July 29, 2026, 3:00 pm Notification of Shortlist August 13, 2026 Interviews (shortlisted firms only) August 17-20, 2026

August 24-27, 2026 Evaluation complete September 3, 2026 Anticipated Contract Award September, 2026

11. MANDATORY SUBMITTALS

• Completed Section D, Consultant Form

• Completed Section E, Questionnaire

• Evidence of financial stability

• Certificate of good standing from the Arizona Corporation Commission (or other appropriate government regulatory agency) in the state incorporated.

• A resolution from an officer of the corporation indicating that the person or persons submitting the proposal are legally authorized to bind the Respondent to a contract.

• Completed Addendums, if any

12. PROTEST PROCEDURES

A Protest shall be in writing and filed with the Contract and Procurement Services Supervisor. A Protest of a notice of intent to award or notice of award shall be filed within seven (7) days after issuance of the applicable notice. All notices of intent to award and/or notice of award are posted on Open Gov:

https://procurement.opengov.com/portal/centralarizonaproject. A Protest must include:

A. The name, address and contact information, including e-mail address or fax number, of the Protester.

B. Identification of the Solicitation or Contract number.

C. Statement of the legal and factual grounds for the protest, and requested relief.

D. Signature and title of the protester.

The Contract and Procurement Services Supervisor will issue a written decision by e-mail or fax within 14 days of receipt of the Protest. If Protester is not satisfied with the decision, Protester may submit within 10 days of receipt of the decision, additional

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evidence and facts it believes are relevant to its initial protest statement and/or may request to meet with the Protest Committee consisting of the Buyer, Contract and Procurement Services Supervisor and Materials Acquisition and Distribution Manager to discuss its evidence.

A decision of the Protest Committee shall be issued within five (5) days of the receipt of the additional evidence and/or meeting. All decisions of the Protest Committee are final.

Any concerns raised after an award is not subject to Protest.

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Section C

CONTRACT TERMS

The following contract terms will govern any resulting contract in response to this RFQ.

PROFESSIONAL SERVICES CONTRACT

This professional services contract (“Contract”) is entered into as of [Insert Date] by and between _______, ("Consultant") and Central Arizona Water Conservation District, an Arizona Multi- County Water Conservation District and political subdivision of the State of Arizona organized pursuant to A.R.S. §48-3701 et seq., (“CAWCD”), for the purposes, among others, of contracting with the United States for the delivery of Central Arizona Project (CAP) water, repayment of CAP costs and operation and maintenance of the CAP aqueduct. Consultant and CAWCD may each be referred to as a “Party” to this Contract or together as the “Parties”.

ARTICLE 1

DESCRIPTION OF SERVICES

The Consultant shall provide professional services for Program Manager for CAP Roof Replacement Program as described by Attachment A - Scope of Work hereafter referred to as “Services”. The Scope of Work is attached only to describe the Services to be provided under this Contract. In the event of a conflict between the terms and conditions of this Contract and the Scope of Work, the Contract shall be controlling and take precedence.

ARTICLE 2

TERM OF THE CONTRACT

This Contract is effective on the date first written above [and shall expire on _____].

ARTICLE 3

PAYMENT FOR SERVICES

The Consultant shall submit to CAWCD invoices for charges payable in accordance with the terms specified in this Contract. The invoice shall be identified with CAWCD's contract number and shall reflect the Service(s) performed.

The total cost of Services shall not exceed $_______ during the Term of the Contract without prior written approval from CAWCD. All invoices shall be paid on a Net 30 basis upon receipt of an accurately prepared invoice and must be emailed to the following address: invoices@cap-az.com and ereilly@cap-az.com.

mailto:invoices@cap-az.com

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ARTICLE 4

COMPLIANCE WITH LAWS

A. General. The Consultant agrees, at its sole cost and expense, to comply with all applicable federal, state and local laws, statutes, ordinances, codes, and regulations, including all permitting and licensing requirements that are in effect at the time the Services are performed under this Contract.

B. State Sponsors of Terrorism Prohibition. Per A.R.S. § 35-392, Consultant must not be in violation of section 6(j) of the Federal Export Administration Act and subsequently prohibited by the State of Arizona from selling goods or services to

CAWCD.

C. Israel Boycott Prohibited. To the extent permitted by law, pursuant to Arizona Revised Statute (“A.R.S.”) § 35-393.01, and to the extent applicable to this Contract, Consultant certifies that it is not currently engaged in, and agrees for the duration of the Contract to not engage in, a boycott of goods or services from Israel.

D. Forced Ethnic Uyghur Labor Prohibition. In accordance with the requirements of A.R.S. § 35-394, Consultant certifies that it does not currently, and agrees for the duration of the Contract that it will not, use (i) the forced labor of ethnic Uyghurs in the People’s Republic of China; (ii) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; or (iii) any contractors, subcontractors, or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

If, after providing the certification described above, Consultant becomes aware that it is not in compliance with the certification, it shall notify CAWCD within five (5) business days of becoming aware of the noncompliance. Consultant acknowledges that it must remedy the noncompliance and provide written certification of that within 180 days after notifying CAWCD of its noncompliance. If Consultant fails to remedy the noncompliance and provide the written certification within 180 days, the Contract shall terminate immediately.

E. Weapon Free Workplace. It is the intention of CAWCD to maintain a safe and productive work environment free from threats or acts of violence. CAWCD is committed to maintaining a workplace free from violence for all employees, consultants, vendors, customers, and visitors. Consultant, CAWCD employees, third-party contractors, vendors, and visitors are prohibited from bringing or possessing firearms, explosives, or dangerous or offensive weapons on CAP property or in any vehicles. Only public law enforcement officials with proper and documented training or CAWCD Protective Services employees are authorized to carry firearms. This provision shall not create an obligation on the part of CAWCD to take any action beyond what is required by applicable law. Consultants shall notify CAWCD’s Contract and Procurement Services Supervisor when a Contract requires explosives, nail guns, or similar items be brought on to CAWCD property.

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F. Arizona Employers Sanctions Laws. Pursuant to A.R.S. § 41-4401 Consultant shall comply with and ensure that each subcontractor complies with the federal immigration laws and regulations that relate to their employees and the provisions of A.R.S. § 23-214, subsection A. By submitting an offer or accepting a purchase order, the Consultant agrees that it shall comply and ensure that each subcontractor complies with all of the following provisions:

a. Consultant and all subcontractors warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214, subsection A.

b. A breach of a warranty under this Section shall be deemed a material breach of this Contract that is subject to penalties up to and including termination of this Contract.

c. CAWCD retains the legal right to inspect the papers of any Consultant or subcontractor employee engaged in work on the Contract to ensure that Consultant or any subcontractor is complying with the warranty under this section.

d. The Consultant will cooperate with CAWCD to develop a process to verify the Consultant’s and subcontractors’ employment records to comply with this provision. CAWCD, at its sole discretion, will determine the method of verification. Consultant shall comply and cooperate with any procedures established by CAWCD to conduct random verification of the employment records of Consultant and any subcontractor to ensure that the Consultant and subcontractors are complying with their warranties. If Consultant or any of its subcontractors employs any subcontractor(s) in performance of this Contract, Consultant shall notify CAWCD in writing and shall provide evidence of each subcontractor’s agreement to the requirements of this Section by providing a certification satisfactory to CAWCD.

e. CAWCD shall not deem Consultant or any of its subcontractors in material breach of this Contract if Consultant or any affected subcontractor(s) establishes that it has complied with the E-verify program prescribed by sections 274a and 274b of the Federal Immigration and Nationality Act and the E-verify requirements prescribed by A.R.S. § 23-214, subsection A.

f. All costs necessary to verify compliance with this Section are the responsibility of the Consultant.

g. For the purposes of this Subsection (G) only:

i. "E-verify program" means the employment verification pilot program as jointly administered by the United States Department of Homeland Security and the Social Security Administration or any of its successor programs.

ii. “work” means the furnishing of labor time or effort in the State of Arizona by a Consultant or Subcontractor.

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ARTICLE 5

TAXES

Consultant is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Consultant’s Services under this Agreement, including but not limited to, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing authority deems Consultant or its employees an employee of CAWCD or otherwise claims CAWCD is liable for the payment of taxes that are Consultant’s responsibility under this Agreement, Consultant will reimburse CAWCD for any tax liability, interest, and penalties imposed upon CAWCD.

ARTICLE 6

INSURANCE

REQUIREMENTS:

Consultant/Contractor and subcontractors shall procure and maintain insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant/Contractor, his agents, representatives, employees or subcontractors, until their obligations have been discharged, including any warranty periods under this Contract are satisfied.

The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The indemnity covenants contained in this contract in no way limit the required insurance provisions. CAWCD in no way warrants that the minimum limits contained herein are sufficient to protect the Consultant/Contractor from liabilities that might arise out of the performance of the work under this contract by the Consultant/Contractor, its agents, representatives, employees or subcontractors. Consultant/Contractor is free to purchase additional insurance. If the Consultant/Contractor maintains broader overage and/or higher limits than shown as required, CAWCD shall be entitled to the broader coverage or higher limits maintained by the contractor to the extent permitted by law.

NOTICE OF CANCELLATION: The Consultant/Contractor will notify CAWCD, in writing, if any policy or coverage provision is suspended, voided, canceled, or reduced in coverage or in limits. Such notice to be, if possible, thirty (30) days prior to the scheduled change. Such notice shall be sent directly to (Central Arizona Water Conservation District, Risk and Insurance Administrator, P. O. Box 43020, Phoenix, AZ 85080- 3020).

ACCEPTABILITY OF INSURERS: Insurance is to be placed with duly licensed or approved non-admitted insurers in the state of Arizona with an “A.M. Best” rating of not less than A- VII. The Central Arizona Water Conservation District in no way warrants that the above-required minimum insurer rating is sufficient to protect the Consultant/Contractor from potential insurer insolvency.

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VERIFICATION OF COVERAGE: Consultant/Contractor shall furnish the Central Arizona Water Conservation District with certificates of insurance (ACORD form or equivalent) as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.

All certificates and endorsements are to be received by the Central Arizona Water Conservation District before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the project. CAWCD in no way warrants that acceptance of insurance documents relieves the Consultant/Contractor or Subcontractors from maintaining the insurance coverage required in this contract. Failure to identify deficiency does not waive insurance requirements. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract.

All certificates required by this Contract shall be sent directly to (Central Arizona Water Conservation District, Risk & Insurance Administrator, P. O. Box 43020, Phoenix, AZ 85080-3020). The Contract number and Contract description shall be noted on the certificate of insurance. The Central Arizona Water Conservation District reserves the right to require complete, certified copies of all insurance policies required by this Contract at any time.

SUBCONTRACTORS: Consultant/Contractor's certificate(s) shall include all subcontractors as insureds under their policies or Consultant/Contractor shall verify that all subcontractors maintain insurance meeting all requirements stated herein.

Consultant/Contractor shall ensure that the above additional insureds are required on the subcontractor’s policies. For CGL additional insured coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13 and CG 20 40 12 19 to cover parties they do not directly contract with. All coverages for subcontractors shall be subject to the minimum requirements identified herein.

APPROVAL: Any modification or variation from the insurance requirements in this Contract shall be made in writing as a formal Contract amendment.

EXCEPTIONS: In the event the Consultant/Contractor or sub-contractor(s) is/are a government entity, then the Insurance Requirements shall be provided by a Certificate of Self-Insurance.

A. MINIMUM SCOPE AND LIMITS OF INSURANCE: Consultant/Contractor shall provide coverage with limits of liability not less than those stated below.

1. Commercial General Liability – Occurrence Form

Policy shall include bodily injury, property damage, personal injury and broad form contractual liability coverage.

General Aggregate ......................................................... $ 2,000,000 Products – Completed Operations Aggregate ................ $ 2,000,000 Personal and Advertising Injury ..................................... $ 1,000,000 Blanket Contractual Liability – Written and Oral ............. $ 1,000,000

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Damage to Rented Premises ......................................... $ 50,000 Each Occurrence ........................................................... $ 2,000,000

a. Using form CG 2010 (10/01) and CG 2037 (10/01), or equivalent, the policy shall be endorsed to include to the fullest extent permitted by law the following Additional Insured language: “The United States Bureau of Reclamation and Central Arizona Water Conservation District, its officers, directors, employees, agents and consultants, and each and any of them shall be named as Additional Insured with respect to liability arising out of the activities performed by or on behalf of the Consultant/Contractor.”

b. The policy shall be endorsed with Aggregate Limits of Insurance CG 2504 or 2503 as appropriate on the Commercial General Liability policy.

c. Contractor/Consultant’s insurance shall be endorsed to be primary and non-contributory coverage over any insurance or self-insurance of

CAWCD.

2. Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles used in the performance of this Contract.

Combined Single Limit (CSL) ......................................... $ 1,000,000

3. Worker’s Compensation and Employers’ Liability Workers’ Compensation................................................................. Statutory Employers’ Liability

Each Accident ................................................................ $ 1,000,000 Disease – Each Employee ............................................. $ 1,000,000 Disease – Policy Limit .................................................... $ 1,000,000

a. To the extent permitted by law the policy shall contain a waiver of subrogation in favor of The United States Bureau of Reclamation and the Central Arizona Water Conservation District, its officers, directors, employees, agents and consultants for losses arising from work performed by or on behalf of the Consultant/Contractor.

b. This requirement shall apply separately to each Consultant/Contractor or subcontractor exempt under A.R.S. 23-902 when such Consultant/Contractor or subcontractor executes the appropriate waiver (ARS.23-961(P) Sole Proprietor/Independent Consultant) form.

4. Professional Liability (Errors and Omissions Liability)

Each Claim ..................................................................... $ 1,000,000 Annual Aggregate .......................................................... $ 2,000,000

a. In the event that the professional liability insurance required by this Contract is written on a claims-made basis, Consultant/Contractor

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warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed.

b. The policy shall cover work included in the Scope of Work of this

Contract.

5. Commercial Umbrella or Excess Liability – occurrence form Each Occurrence $ 1,000,000

This coverage is optional. It may be used in conjunction with underlying coverage to meet the minimum limits as outlined above

ARTICLE 7

INDEMNIFICATION

A. To the extent permitted by law, Consultant and any subcontractor shall indemnify and hold harmless the United States of America, CAWCD and its directors, officers, other agents and employees against all liability, losses, damages, costs, including reasonable attorneys' fees and costs, which the United States of America, CAWCD or its directors, officers, agents or employees may incur or be subjected to relating to, arising out of, or resulting from any negligent, reckless or intentional wrongful conduct by the Consultant, subcontractor or any other person employed or used by the Consultant or subcontractor in connection with the Contract. The indemnity provided herein shall survive the termination or expiration of the Contract.

B. Without limiting the foregoing, if a preliminary or final judgment is obtained against

CAWCD’s use or operation of materials or Services provided by Consultant by any person because anything provided or used by Consultant in connection with this Contract infringes a patent, copyright, trade secret or other intellectual property right hereunder or any part thereof by reason of any alleged infringement, Consultant will, at its sole cost and expense and without limitation, either: (a) modify the materials or Services so that it becomes non-infringing; (b) procure for CAWCD the right to continue to use the materials or Services; (c) substitute for the infringing materials or Services for other supplies or Services having at least equivalent capability; or (d) refund to CAWCD an amount equal to the price paid, less reasonable usage, from the time of acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs CAWCD may incur to acquire substitute materials or services.

Party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement at Consultant’s sole cost and expense

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C. CAWCD assumes no liability for actions of Consultant and will not indemnify or hold Consultant or any third party harmless for claims based on this Contract or use of Consultant-provided materials or Services

ARTICLE 8

WARRANTY

Consultant warrants that the Services will conform to the requirements of the Contract.

Additionally, Consultant warrants that all Services will be performed in a good, workman-like and professional manner in accordance with industry standards of care, skill, diligence, practices, and procedures customarily followed by a professional in the performance of the same or similar services. CAWCD’s acceptance of Services or materials provided by Consultant will not relieve Consultant from its obligations under this warranty. If any materials or Services are of a substandard or unsatisfactory manner as determined by CAWCD, Consultant, at no additional charge to CAWCD, will provide materials or redo such Services until in accordance with this Contract and to CAWCD’s reasonable satisfaction. Unless otherwise agreed, Consultant warrants that any materials used will be new, unused, of most current manufacture and not discontinued, will be free of defects in materials and workmanship, will be provided in accordance with manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications. Consultant further warrants it has title to, or the right to allow CAWCD to use, the materials and services being provided and that CAWCD may use same without suit, trouble or hindrance from Consultant or third parties.

Nothing in the warranties contained in this Contract are intended to limit any manufacturer’s warranty which provides CAWCD with greater warranty rights than set forth in this Article. Consultant will provide CAWCD with all manufacturers’ warranties prior to final acceptance of the Services.

When notified of a warranty issue, Consultant shall respond in writing within 48-hours and shall perform warranty work as soon as practicable (as judged solely by CAWCD), and in any event Consultant shall, take immediate steps to commence and complete correction of nonconforming Services no later than the time period set forth in CAWCD’s written notification in accordance with this Contract.

ARTICLE 9

OWNERSHIP OF DOCUMENTS

“Work Product” is as any drawings, survey data, reports, studies, specifications, estimates, maps, computations, and other documents required to be prepared by Consultant as part of the Services. The Consultant agrees that all Work Product produced under this Contract shall remain the property of CAWCD. The Consultant may retain copies of such materials for information and reference in connection with the Services performed under this Contract. However, any and all drawings or other documents prepared by the Consultant pursuant to this Contract shall not be used or released by the

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Consultant as part of any work performed for any other Party without the prior written approval of the CAWCD.

ARTICLE 10

TERMINATION

CAWCD may terminate this Contract for convenience at any time upon ten (10) calendar days advance written notice. Any work to be completed after receiving notice of termination until termination effective date must be agreed upon and approved by CAWCD in writing.

In the event of termination, CAWCD shall compensate Consultant for Services and Consultant shall provide CAWCD with all Work Product or any portion thereof, each to the extent completed prior to the date of termination.

ARTICLE 11

CONFIDENTIALITY

The Parties agree that information provided by CAWCD pursuant to this Contract may contain information that if released to the public could cause substantial harm to CAWCD.

The Consultant agrees and shall require all of its employees, agents, representatives, assignees, subcontractors or other persons having an interest or duty in this Contract to hold in strict confidence, and not to use or disclose or permit the use or disclosure of, directly or indirectly, to any third party, any information obtained from CAWCD or generated in the performance of services rendered under this Contract without CAWCD's prior written consent; and to promptly notify CAWCD in writing of any third party requests for such information. Consultant acknowledges that CAWCD is a public entity, subject to Arizona’s public records laws (A.R.S. § 39-121 et seq.) and that any records related to this Contract may be subject to disclosure pursuant to state law in response to a public records request or to subpoena or other judicial process. If Consultant believes any records provided to CAWCD contain trade secrets or other proprietary data belonging to Consultant, Consultant must conspicuously mark each page containing such information “CONFIDENTIAL" and notify CAWCD with a statement that explains and supports Consultant’s claim for confidentiality (“Confidential Information”). In the event CAWCD determines it is legally required to disclose any Confidential Information pursuant to applicable law, CAWCD will use commercially reasonable efforts to provide Consultant with prompt written notice by certified mail, email, or other method reasonably determined to provide notice of the requirement to disclose the information such that Consultant may, at its sole cost and expense, have 5 business days to seek a protective order from a court having jurisdiction over the matter or obtain other appropriate remedies preventing the disclosure. If Consultant does not obtain such court ordered protection by the end of the 5 day period, CAWCD may release the information without further notice.

The restrictions of this Article on the use and disclosure of information shall not apply to information that:

(a) is in the possession or control of the party receiving the information (“Receiving Party”), its subcontractors or its Representatives prior to its receipt

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from the other Party (“Disclosing Party”) pursuant to this Contract, unless that information was provided pursuant to a prior nondisclosure agreement entered into by the Parties;

(b) is or becomes publicly known, other than as the result of an act or omission of the Receiving Party, its subcontractors or its Representatives; or

(c) is received in good faith from a third party that is, to the Receiving Party’s knowledge, free to disclose it without obligation to the Disclosing Party.

Information disclosed under this Contract or any prior nondisclosure agreement (including information in computer software or held in electronic storage media) shall be and remain the property of CAWCD. All such information existing in tangible form shall be returned to CAWCD or destroyed, at Consultant’s option, promptly upon written request and shall not thereafter be retained in any form by Consultant, except that one (1) copy may be made and retained solely for audit purposes and monitoring continued compliance with this Contract. No licenses or rights under any patent, copyright, or trademark are granted or are to be implied by this Contract.

Consultant agrees that, in the event of its breach or threatened breach of the confidentiality terms in this Contract, CAWCD would suffer irreparable harm and would be entitled to specific performance or injunctive relief to enforce the agreement or prevent unauthorized disclosure. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of money damages.

This Article and any prior nondisclosure agreement shall survive the termination or expiration of this Contract.

ARTICLE 12

INDEPENDENT CONSULTANT STATUS

The Consultant agrees it is an independent consultant and not an agent or employee of CAWCD. The Consultant and its officers, directors, employees, and agents shall not be entitled to or authorized to participate in any benefits or privileges given or extended by CAWCD to its employees. Consultant employees will not be regarded as CAWCD employees or agents for any purpose, including the payment of unemployment or workers’ compensation. If any Consultant employees or subcontractors assert a claim for wages or other employment benefits against CAWCD or the United States, Consultant will hold harmless and reimburse CAWCD and the United States for any costs damages, or liabilities, including reasonable attorney’s fees and costs resulting from such claim.

ARTICLE 13

AUDITS AND RECORD RETENTION

Consultant must preserve the records related to this Contract and CAWCD or its authorized agent reserves the right to inspect any such records during normal business hours and upon 48-hours’ prior notice to Consultant for 6 years after termination or expiration of the Contract. Records related to the Contract shall include any and all

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information, materials and data of every kind and character, including without limitation, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes daily diaries, superintendent reports, drawings, receipts, vouchers and memoranda, and any and all other agreements, sources of information and matters that may in CAWCD’s judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Contract Document. Such records shall include (hard copy, as well as computer readable data if it can be made available), written policies and procedures; time sheets; payroll registers; payroll records; cancelled payroll checks; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, negotiation notes, etc.); original bid estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); back-charge logs and supporting documentation; invoices and related payment documentation; general ledger, information detailing cash and trade discounts earned, insurance rebates and dividends; and any other Consultant records which may have a bearing on matters of interest to CAWCD or the Project in connection with Consultant’s dealings with CAWCD or the Project (all foregoing hereinafter referred to as “records”) to the extent necessary to adequately permit evaluation and verification of any or all of the following:

a. Compliance with Contract requirements for deliverables;

b. Accuracy of Consultant representations regarding the pricing of invoices; and/or

c. Accuracy of Consultant representations related to claims submitted by Consultant or any of their employees.

Consultant shall require all payees (examples of payees include subcontractors, suppliers, insurance carriers, etc.) to comply with the provisions of this Article. Consultant will ensure that all payees have the same right to audit provisions contained in this contract included in their contracts with Consultant.

ARTICLE 14

BACKGROUND CHECKS

CAWCD may conduct criminal, driver history, and any other requested background checks of Consultant or subcontractor personnel who would perform Services under the Contract or who will have access to CAWCD’s information, data, or facilities in accordance with CAWCD’s current background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law.

ARTICLE 15

DEFAULT

As to either Party, a default occurs if a Party:

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A. Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects the Party’s capability to perform under the Contract;

B. Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days; or

C. fails to carry out any term, promise, or condition of the Contract.

As to Consultant, Consultant will be in default of this Contract if Consultant: (i) is debarred from participating in procurements or solicitations by any State, the federal government, or any political subdivision of any State; (ii) failed to begin the Services under the contract within a reasonable time; (iii) failed to perform the Service with sufficient workmen and equipment or materials to assure the prompt completion of said services; (iv) performed the Services unsuitably or failed to perform anew such Services as may be rejected as unacceptable and unsuitable; (v) discontinued the prosecution of the Services; (vi) failed to resume Services which had been discontinued within a reasonable time after notice to do so; (vii) failed to make payment to subcontractors or suppliers for materials or labor in accordance with the respective agreements between Consultant and the Subcontractors;

(viii) disregarded laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction, or (ix) for any reason failed to carry on the Services in an acceptable manner, including any unreasonable delay, neglect, or uncured default.

Notice and Opportunity to Cure.

In the event a Party is in default then it must promptly notify the non-defaulting Party. The non-defaulting Party may, at its sole option and at any time, provide written notice to the defaulting Party of a demand to cure a default. The defaulting Party will have thirty (30) days from the date of the notice from the non-defaulting Party in which to cure the default;

the thirty (30) day cure period may be extended by mutual agreement of the Parties, but no cure period may exceed ninety (90) days. Notice from the non-defaulting Party of the default will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non-defaulting Party to provide notice of the default does not waive any rights under the Contract.

Whenever CAWCD in good faith has reason to question Consultant’s intent or ability to perform, CAWCD may demand that Consultant give a written assurance of its intent and ability to perform. In the event that this demand is made and no written assurance is given within five (5) calendar days, CAWCD may treat this failure as an anticipatory repudiation of the Contract and pursue all other rights and remedies under this Contract or at law or in equity which may be available.

ARTICLE 16

REMEDIES

The remedies set forth in this Contract for a default are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default:

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A. The non-defaulting Party may terminate the Contract, and the termination will be effective immediately or at such other date as specified by the terminating Party.

B. If Consultant is the defaulting Party, CAWCD may obtain substitute Services either through purchase on the open market or completing the Services itself, in ether case at the expense of Consultant. CAWCD may recover any cost of obtaining substitute Services by:

a. Requiring immediate reimbursement from Consultant;

b. Deduction from an unpaid balance due to Consultant;

c. Collection against the proposal and/or performance security, if any;

d. Collection against liquidated damages, if applicable; or

e. A combination of the aforementioned remedies or other remedies as provided by law. Costs of obtaining substitute Services includes any and all, fees, and expenses incurred in obtaining substitute Services and expended in obtaining reimbursement, including, but not limited to, administrative expenses and attorneys’ fees and costs.

The non-defaulting Party will have all other rights granted under this Contract and all rights at law or in equity which may be available. Neither Party will be liable for incidental, special, or consequential damages.

ARTICLE 17

DISPUTE RESOLUTION

In the event of any dispute, claim, question, or disagreement arising from or relating to this Contract or the breach, termination or validity thereof, the Party alleging the dispute shall provide notice of the nature of the dispute to the other Party and thereafter the Parties will attempt to resolve the matter informally over a period of at least 30 days before resorting to formal dispute resolution, except that equitable remedies may be sought immediately. The Parties agree to arbitrate disputes filed in Arizona Superior Court that are subject to mandatory arbitration pursuant to Arizona Revised Statutes § 12-133. Any arbitration initiated pursuant to the Agreement shall be brought in Phoenix, Arizona.

ARTICLE 18

CONTINUATION DURING DISPUTES

Consultant agrees that during any dispute between the Parties, Consultant will continue to perform its obligations until either:

A. The dispute is settled;

B. Consultant is instructed in writing to cease performance by CAWCD;

C. Performance is enjoined or prohibited by judicial action; or D. Consultant is otherwise required or obligated to cease performance by other provisions in this Contract.

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ARTICLE 19

NO WAIVERS

There will be no waiver of any provision of this Contract unless approved in writing and signed by the waiving Party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for, any Services hereunder, will not release the other Party of any of the warranties or other obligations of the Contract and will not be deemed a waiver of any such rights or remedies.

ARTICLE 20

NO THIRD-PARTY BENEFICIARIES

This Contract is intended for the exclusive benefit of the Parties. Nothing set forth in this Contract shall be construed to create any benefits, rights, or responsibilities in any third-parties unless otherwise expressly set forth in this Contract.

ARTICLE 21

RISK OF LOSS

Consultant agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing the Services and such loss, injury, or destruction will not release Consultant from any obligation hereunder.

ARTICLE 22

SAFEGUARDING CAWCD PROPERTY

Consultant will be responsible and liable for any damage to CAWCD, CAP, or United States real property or damage or loss of CAWCD, CAP, or United States personal property when such property is the responsibility of or in the custody of Consultant, its employees, or subcontractors.

ARTICLE 23

USE OF NAME

Consultant will not use the name or logos of the “Central Arizona Water Conservation District”, “CAWCD”, “Central Arizona Project”, or “CAP” in any advertising or publicity without obtaining the prior written consent of CAWCD.

ARTICLE 24

NON-…