Request for Proposals. General Surveying Professional Services

Provo River Water Users Association Request for Proposals General Surveying Professional Services Provo River Water Users Association 285 West 1100 North Pleasant Grove, Utah 84062 October 29, 2014

Request for Proposals General Surveying Professional Services Provo River Water Users Association BACKGROUND The mission statement of the Provo River Water Users Association (Association) is: The Association delivers Provo River Project water in a safe, efficient, and economical manner for the benefit of its shareholders and those they serve. With integrity, the Association preserves and protects the quality of its resources through knowledgeable, dedicated, and innovative employees. Established in 1935, the Association provides water to 20 shareholders. The shareholders serve water to agricultural, municipal and industrial users. The Association manages, operates and maintains land interests and facilities in Wasatch, Summit, Duchesne, Utah, and Salt Lake Counties. In meeting its water delivery obligations, the Association coordinates water supply and conveyance needs with the United States Bureau of Reclamation (Reclamation), Central Utah Water Conservancy District, Weber River Water Users Association, Utah Division of Water Rights, and others. The Provo River Project (PRP) was planned and implemented during the 1930s and 1940s by Reclamation. The PRP consists of two divisions: the Deer Creek division and the Aqueduct division. The Association was established in 1935 to oversee the operation and maintenance of the Deer Creek division of the PRP. The PRP obtains water supplies from the Provo, Weber, and Duchesne River systems. Additional information regarding the Association may be found on the Association s website at http://www.prwua.org/ 2

A. Scope of Services General Surveying The Association, in its responsibilities to manage Association and PRP land interests, must verify parcel ownership, chain of title to patent status, and the nature and extent of potential encroachments, and must field locate and monument various parcels. As directed on an ad hoc basis, the Surveying Consultant will perform any or all of the following tasks: Land and Property Line research Verify and Set Survey Control Points Attend meetings as necessary to coordinate the work Monitors work of Surveyor's staff. Where directed provide surveying staking of Association and adjacent properties Where directed perform land ownership research Verify and Set monuments for Association facility locations B. Proposal Content The proposal shall be in the following format and limited to a maximum of 10 pages: 1. Letter of introduction. 2. Approach. Describe the applicant s approach to the Scope of Services described in this RFP. Describe what type of information will be required from the Association. 3. Project Team. List proposed team members, by name and position, and the function each person will perform. Provide resumes for each proposed team member, including relevant past experience of each team member. 4. Experience. Describe the relevant experience of the firm in providing surveying services and a representative list of prior similar work. 5. Rates. Provide hourly rates for the personnel assigned to this work and rates for all out-of-pocket costs such as travel costs and other expenses associated with this work. 6. References. Provide at least three references of individuals and/or jurisdictions with whom the applicant has worked; provide a contact name, firm name, address, telephone, fax, and email addresses. 3

C. Proposal Evaluation Criteria The applicant's proposal will be evaluated based on the following equally weighted criteria: 1. Expertise in surveying services. 2. The applicant's approach and work plan. 3. The capacity of the applicant to accomplish the work and ability to meet schedule requirements. 4. Site visits and interviews. 5. Rates. 6. References. D. Submission of Proposals and Deadline Each applicant must submit 5 (five) copies of the proposal in a sealed envelope bearing on the outside the name of the applicant, full address, name of the RFP for which the proposal is submitted, and date and time the proposal is due. Proposals shall be delivered or mailed to the following address: Jeffrey D. Budge, Operations & Engineering Manager Provo River Water Users Association 285 West 1100 North Pleasant Grove, UT 84062 The proposals must be received no later than 4:00pm (Utah time), Tuesday, November 4, 2014. Proposals received after this time will not be accepted. Contact Information: Jeff Budge 801-796-8770 or 801-372-2867 jdb@prwua.org The Association may reject any proposal not in compliance with all prescribed solicitation bidding procedures and requirements. The Association may reject any or all proposals upon the Association finding that it is in the best interest of the Association. E. Award/Schedule The Association may hold the proposals for 90 days before rendering a decision. Acceptance of any applicant s response does not place the Association under any obligation to accept the lowest proposed bid. Discussions may be conducted with applicants who submit proposals determined to be reasonably susceptible of being selected for award, followed by the opportunity to make best and final offers, but proposals may be accepted without such discussions. 4

The anticipated schedule is as follows: 1. November 4, 2014: proposal due date 2. November 6-12, 2014: Association evaluation committee review 3. November 19, 2014: interviews (if necessary) 4. December 4, 2014: contract approval by the Board of Directors 5. December 8, 2014: finalize and execute contract Upon review of the proposals and at the discretion of the Association, one, two or none of the applicants may be selected. F. Addenda to the RFP The provisions of this RFP cannot be modified by oral interpretations or statements. If inquiries or comments by applicants raise issues that require clarification by the Association, or if the Association decides to revise any part of this RFP, addenda will be provided to all persons known to the contact person who have received or will subsequently receive the RFP. Receipt of any addendum must be acknowledged by signing and returning it with the proposal. G. Contract The consultant(s) selected will be expected to enter into a written contract in substantially the form attached to this RFP. The proposal should indicate acceptance of the Association s contract provisions or suggest reasonable alternatives that do not substantially impair the Association s rights under the contract. If inclusion of any of the Association s contract provisions will result in higher costs for the services, such costs must be specifically identified in the proposal. Unconditional refusal to accept the contract provisions proposed by the Association without offering acceptable alternatives may result in disqualification of the offeror or a less favorable evaluation of its proposal. CONSULTING AGREEMENT THIS AGREEMENT ( Agreement ), made and entered into as of the day of, 2014, by and between PROVO RIVER WATER USERS ASSOCIATION, a Utah nonprofit corporation (the "Association ), and, an corporation ( Consultant ), W I T N E S S E T H: WHEREAS, the Association operates the Deer Creek Division of the Provo River Project; and 5

WHEREAS, the Association is seeking assistance with certain Land Surveying services (the Project ); and and WHEREAS, the Association desires to hire Consultant to provide such services; WHEREAS, Consultant represents that it is qualified and has the present ability to provide such services, and desires to perform such services for the Association, on the terms and conditions set forth herein, NOW, THEREFORE, for and in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Association and Consultant do hereby agree as follows: SECTION 1. PERFORMANCE OF WORK. The work to be provided by Consultant and the results to be accomplished hereunder (the Work ), shall be as assigned to Consultant by the General Manager from time to time during the Term hereof, as set forth in the Scope of Services attached hereto as Exhibit A. Consultant shall furnish all personnel, management, tools, materials (except materials enumerated herein to be furnished by the Association), and equipment necessary to complete the Work and shall perform all other duties described herein. Subject to Section 8 below, Consultant shall be entitled to perform the Work using such generally accepted techniques, procedures, and methods as Consultant may select. Such Work shall be performed in a timely, efficient, competent and professional manner, consistent with this Agreement and the attached Exhibits. SECTION 2. COMPLETENESS AND ACCURACY. Consultant represents and agrees that the description of services in Exhibit A is adequate and includes a reasonably detailed description of all professional services necessary and incidental to timely, successful, professional and workmanlike completion of the Work. Consultant agrees to perform services in a reasonably careful, competent and professional manner, consistent with its represented experience and expertise. Consultant agrees to cooperate and communicate with the Association as necessary regarding the Work. Consultant agrees that upon becoming aware of any error, fault, defect or deficiency in any work or work product relating to the Work, prompt written notice will be given to the Association. Without waiver of any other remedy available to the Association, any error, fault, defect or deficiency of Consultant, or any employee, subcontractor or supplier of Consultant, shall be promptly corrected at Consultant s expense. Consultant shall be responsible for the completeness and accuracy of any electronic or written documents and any other tangible work product prepared by Consultant or prepared by any employee, subcontractor or supplier of Consultant as part of the Work. This does not preclude Consultant from seeking reimbursement from any employee, subcontractor or supplier of 6

Consultant. Consultant agrees to cooperatively provide professionally acceptable finished products to the Association. SECTION 3. ADDITIONAL SERVICES. Consultant shall notify the Association in writing within ten (10) days after discovery of any change in services which Consultant believes should be provided as part of the Work under this Agreement. Consultant shall notify the Association in writing within ten (10) days after discovery of any significant change in the Work as may be recommended by Consultant. SECTION 4. CONTRACT AMOUNT. For the Work to be performed hereunder, the Association shall pay Consultant at the hourly rates listed in Exhibit B, based on actual hours of work performed; provided, however, that the maximum amount payable for the Work shall not exceed ($ ). Consultant shall not be compensated for any costs or expenses incurred in its performance and completion of the Work, except as provided in Exhibit B. The Scope of Work (Exhibit A) and the Fee Schedule (Exhibit B) shall be reviewed annually and this contract amount may be adjusted to reflect the new Scope of Work and Fee Schedule. Consultant shall provide monthly billings to the Association with sufficient detail to provide a summary of activities performed and hours worked. Consultant and the Association shall review the budget amount when 75% of the fee has been expended and review budgets and involvement of the Consultant on the Project. Payment for services shall be made within forty (40) days after receipt of a billing in proper form. Any payment owed which is not made within forty (40) days shall earn interest at a rate of 8% per annum. SECTION 5. WAIVER OF CLAIMS. Prior to acceptance of each payment, Consultant shall submit to the Association in writing any claim against the Association of which Consultant is aware, or of which Consultant should be aware in the exercise of reasonable diligence. The acceptance of each payment will constitute a waiver of any claim other than those claims so made in writing and submitted to the Association. The tendering of payment by the Association will not constitute waiver of any claim which the Association might have against Consultant. SECTION 6. TERM. Unless earlier terminated pursuant to Section 16 of this Agreement, this Agreement shall automatically terminate five years following the effective date of this contract. Consultant shall fully cooperate in providing services under this Agreement to facilitate such early completion of the Project. The term of this Agreement shall continue until full payment of all amounts due Consultant as provided in Section 4 and Exhibit B has been paid. The term of this Agreement may be extended if, and to the extent that, such extension is mutually agreed upon in writing by the Association and Consultant. SECTION 7. PERIOD OF SERVICE DELAYS. Consultant shall commence 7

work upon the signing of this Agreement and shall complete its services in a timely and diligent manner in accordance with the provisions hereof. Consultant shall notify the Association in writing within ten (10) days of an act of God or other unforeseeable event beyond the control of Consultant that might result in a delay in performance. Upon approval by the Association, an extension of time to complete the services equal to the number of days of the delay may be allowed. Such additional time shall be the only remedy. No extension of time will be allowed should Consultant fail to timely notify the Association of such delays. Time is of the essence. SECTION 8. PERSONNEL. The individual staff members of Consultant s staff named in Exhibit B shall be committed to the Work for its duration, and shall perform the Work. Consultant shall provide verification with each request for payment that this condition is being met by submitting to the Association the names of staff members, their respective hours worked and a brief description of the Work performed by each staff member. Any responsible staff member of Consultant who is unwilling or unable to serve shall be replaced by an individual who is equally qualified, subject to the Association s approval. Consultant shall, at the request of the Association, replace any of the individual staff members of Consultant s staff named in Exhibit B with one or more different individuals, as approved by the Association. Failure to comply with the requirements of this provision shall be grounds for terminating this Agreement in whole or in part, at the option of the Association. SECTION 9. INDEPENDENT CONTRACTOR STATUS. Neither Consultant, nor persons who provide the Work on behalf of Consultant, shall be deemed to be or hold themselves out as employees of the Association. The parties agree that Consultant s relationship with the Association is that of an independent contractor and nothing in this Agreement shall be construed as creating a partnership, joint venture or employeremployee relationship. Nothing in this Agreement shall be deemed to constitute Consultant or the Association the agent of the other. Neither Consultant nor the Association shall be or become liable or bound by any representation, act, or omission, whatsoever, of the other. It is the responsibility of Consultant to compensate all such persons, and to make all federal, state and local tax, workers compensation and similar payments required as the result of or in connection with the employment of Consultant and such persons. Consultant hereby indemnifies and holds the Association harmless from and against any loss, claim, damage or expense, including attorneys fees, which is imposed upon, asserted against or incurred by the Association as a result of or in connection with the failure by Consultant to make any such required federal, state or local payments. Neither Consultant nor any other persons who provide the Work shall have any right to receive any benefits from the Association or to participate in any employee benefit plans that are maintained or operated by the Association. 8

SECTION 10. COOPERATION BY ASSOCIATION. The Association shall cooperate with Consultant in the performance by Consultant of the Work hereunder, including, without limitation, providing Consultant with timely access to data, information, and needed personnel of the Association. The Association shall be responsible for the performance of its personnel and agents and for the accuracy and completeness of all data and information provided to Consultant for purposes of the performance by Consultant of its Work hereunder. SECTION 11. NON-SOLICITATION OF EMPLOYEES. Consultant hereby agrees that without the express written consent of Association, during the term of this Agreement and for two years thereafter, Consultant shall not directly or indirectly knowingly solicit or seek to induce any employees, or former employees, of Association to accept employment or engagement with Consultant or its affiliates, nor shall Consultant or its affiliates offer to employ or engage any such person to perform any work similar or related to the Work. SECTION 12. CONFIDENTIAL INFORMATION. Consultant agrees that all information regarding the Association, including without limitation information regarding the Project, personnel information, organizational and financial information, designs, drawings, plans, strategies and contracts, which are obtained by or provided to Consultant in connection with the performance of this Agreement, shall be considered strictly confidential, and shall not be disclosed, or permitted to be disclosed, by Consultant, to any third party, without the prior written consent of the Association. Notwithstanding the foregoing, Consultant may disclose drawings, plans, contract documents and other Project information to contractors, subcontractors and other Project participants as needed to fulfill Consultant's duties hereunder. SECTION 13. INSURANCE, INDEMNIFICATION, AND REPORTING OF LOSSES. 13.1. Consultant, at its own cost and expense, shall maintain the following types of insurance coverage, with the following policy limits: 13.1.1. Coverage as required by Utah law for claims under workers' compensation laws, disability benefit laws, or other similar employee benefit laws for claims of bodily injury, occupational sickness or disease, or death of Consultant's employees, with liability limits of at least $500,000/500,000/500,000. 9

13.1.2. Comprehensive general liability, personal injury, and property damage liability coverages against claims for damages because of bodily injury, sickness or disease, or death of any person other than Consultant's employees, and for damage to tangible personal property, including products and completed operations, with policy limits of not less than $4,000,000 per occurrence, $8,000,000 aggregate. 13.1.3. Professional liability coverage with minimum limit of not less than $2,000,000 per claim, $4,000,000 aggregate. 13.1.4. Automobile liability coverage applying to bodily and property damage of not less than $2,000,000 combined single limits. 13.1.5. To the extent not already provided for under general or professional liability policies, valuable paper insurance in an amount sufficient to insure the restoration of any plans, drawings, field notes or other data related to the services covered by this Agreement. 13.2. Consultant shall purchase and maintain the required insurance from a company or companies satisfactory to the Association and authorized to do business in the State of Utah. The required insurance shall be written to protect the Association, and its Directors, officers and employees against any claims arising out of or resulting from Consultant's performance under this Agreement, whether such performance is conducted by Consultant or by a subcontractor, or anyone for whose acts Consultant may be legally liable, and the Association and its Directors, officers and employees shall be named as additional insureds under the coverages listed under 13.1.2 and 13.1.4 above. Such coverage must be primary to any other policies. Consultant warrants that any claims made professional liability coverage shall remain in place and effect for at least four (4) years following completion of the Project. 13.3. Consultant will be responsible to see that any subcontractors of Consultant promptly comply with these insurance requirements, including the requirements to list as additional insureds the persons referenced in 13.2 above. 10

13.4. Consultant will furnish the Association acceptable certificates of such insurance or insurance policies before starting the Work. Each certificate of insurance shall confirm that the required liability coverages are all written on an occurrence basis, and not a claims made basis, with the sole exception of the professional liability coverage which may be written on a claims made basis. Consultant shall immediately notify the Association upon the cancellation or modification of any of the insurance required hereby. 13.5. Consultant agrees to indemnify the Association, its directors, officers, and employees from and against any losses, claims, demands, actions, damages, costs, charges and causes of action of every kind or character, including attorneys fees, arising out of or in any way resulting from any negligent act, error, omission or other fault on the part of Consultant, or its employees, subcontractors, or suppliers. The intent of this provision is that Consultant shall indemnify the Association against liability to the maximum extent permitted by law. In the event of a finding of liability, responsibility, or fault of Consultant, its employees, subcontractors or suppliers, Consultant agrees to indemnify the Association to the extent of the proportionate share of negligence or other fault of Consultant, its employees, subcontractors and suppliers, even if Consultant would otherwise be protected from liability by worker s compensation immunity. SECTION 14. WARRANTY ON CONSULTANT S WORK. Consultant shall promptly correct any Work not performed in accordance with the standard of care set forth in Section 2, above, whether the defect is discovered by Consultant, by the Association, by a qualified consultant or agent of the Association, or by a qualified third-party. SECTION 15. REPRESENTATIVES. 15.1. During the Work, the Association's representative shall be Jeffrey D. Budge, Operations & Engineering Manager, or such other representative as may be designated in written notice to Consultant by the President or the Board of Directors of the Association. 15.2. Subject to Section 8 above, during the Work Consultant's representative shall be. SECTION 16. TERMINATION. The Association reserves the right, at its sole 11

discretion, to terminate this Agreement, or abandon any portion of the Work. In the event the Association terminates this Agreement or abandons any portion of the Work, the Association shall notify Consultant in writing. Immediately after receiving such notice, Consultant shall discontinue or alter its services under this Agreement as may be specified by the Association. Upon such termination or abandonment, Consultant shall deliver to the Association all documents, including drawings, technical specifications and estimates, whether entirely or partially completed, together with all materials supplied by the Association, as may be directed by the Association. Consultant shall document its services to the date of termination or abandonment and submit a summary to the Association. Consultant shall be entitled to compensation for services performed up to the date of such termination or abandonment in accordance with this Agreement. SECTION 17. OWNERSHIP OF DOCUMENTS. The data used in compiling, and the results of, any tests, surveys or inspection of the Association s property, as well as all photographs, drawings, field notes, investigations, electronically stored records of Work performed, renderings, memoranda, tracings, estimates, specifications, schedules, data processing output, design analyses, computations, studies, audits, reports, models and other items of like kind prepared by Consultant and its employees, shall be the sole and exclusive property of the Association, and the Association shall own all intellectual property rights thereto, whether the Work is completed or not. Consultant may retain reproducible copies of all of the foregoing documents for information and reference and customary marketing and public relations. The originals of all of the foregoing documents shall be delivered to the Association promptly upon completion thereof. Said documents are not intended to be suitable for reuse on extensions of this project or any other project. Any reuse without specific written approval by Consultant will be at the sole risk of the Association and without liability or legal exposure to Consultant. Consultant shall sign all reports, plans, specifications, and engineering data prepared in the performance of this Agreement. This provision may be enforced by an order of specific performance and is independent of any other provision of this Agreement. Compliance with this paragraph shall be a condition precedent to the Association's obligation to make final payment to Consultant. SECTION 18. INSPECTION OF CONSULTANT S RECORDS. Consultant shall maintain accounting records in accordance with generally accepted accounting principles and practices to substantiate all costs incurred by Consultant and billed to the Association. Such records shall be available to the Association during normal business hours at Consultant s office located at, for a period of one year following the date of final payment under this Agreement. SECTION 19. COUNTERPART ORIGINALS. This Agreement shall be signed in two (2) original counterparts, each of which shall be deemed an original. 12

SECTION 20. NOTICE. Any notice given under the terms of this Agreement shall be given in writing and shall be deemed complete on the date that such notice shall have been deposited in the United States mail, registered or certified, return receipt requested, with postage prepaid and addressed as set out below, or sent by legible and complete facsimile or e-mail transmission and actually received: If notice is to the Association: E-mail: Jeff Budge, P.E. Operations & Engineering Manager Provo River Water Users Association 285 West 1100 North Pleasant Grove, Utah 84062 801-796-8770 or 801-372-2959 jdb@prwua.org If notice is to Consultant: Name, title Company name Address City, State ZIP Fax: E-mail: SECTION 21. ASSIGNMENT; SUCCESSORS. This Agreement may not be subcontracted or assigned by Consultant. This Agreement shall inure to the benefit of and bind the respective parties successors, legal representatives, and permitted assigns. SECTION 22. COMPLIANCE WITH LAWS AND POLICIES. Consultant shall perform all Work in compliance with all applicable laws, orders, rules and regulations of governmental authorities. SECTION 23. ENTIRE AGREEMENT. This Agreement supersedes any prior understandings or agreements, whether written or oral, between the parties hereto in regard to the subject matter hereof, and contains the entire agreement between the parties in regard to such subject matter. This Agreement may not be modified orally, but only by an agreement, signed by both of the parties hereto. The recitals set forth at the beginning are hereby made part of this Agreement as if fully set forth herein. SECTION 24. SEVERABILITY. Any provision of this Agreement that is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent 13

of such unenforceability (but shall be enforced to the maximum extent permissible) without invalidating the remaining provisions of this Agreement, and any such unenforceability in any jurisdiction shall not render unenforceable such provision in any other jurisdiction. SECTION 25. WAIVER. Neither the failure nor delay on the part of either party to exercise any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or privilege preclude any other or further exercise thereof or of any other right or privilege. SECTION 26. DEFAULT. Should default occur in the performance of any of the obligations set forth herein, the defaulting party shall pay to the non-defaulting party, in addition to any damages which may arise as the result of such default, the costs and expenses, including attorneys fees, incurred by the non-defaulting party in enforcing its rights under this Agreement. SECTION 27. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to the choice of law rules thereof. SECTION 28. HEADINGS. The descriptive headings contained in this Agreement are for convenience of reference only and in no way define or limit the scope or intent of this Agreement or any particular provision hereof. SECTION 29. FORCE MAJEURE. Neither party shall be liable for any failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, acts of terrorism, governmental action, riot, insurrection, damage, destruction, component or materials shortage, or any other cause beyond the reasonable control of such party. SECTION 30. ATTORNEYS FEES AND COSTS. In the event of legal action, arbitration, or other proceeding brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled. SECTION 31. ADDITIONAL DOCUMENTS. The parties hereby agree to execute and deliver such other documents and instruments as may be necessary or desirable to give effect to the terms and intent of this Agreement. 14

SECTION 32. NO THIRD-PARTY BENEFICIARY RIGHTS. This Agreement is not intended to create, nor shall it be in any way construed to create any third-party beneficiary rights in any person not a party hereto. SECTION 33. REPRESENTATION OF AUTHORITY. Those persons signing as representatives of the parties warrant and represent that they have been duly authorized to sign on behalf of the party they represent. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year written above. PROVO RIVER WATER USERS ASSOCIATION By: Name: Michael L. Wilson President CONSULTANT By: Name: Its: 15

EXHIBIT A SCOPE OF SERVICES SURVEYING SERVICES Surveyor will provide general surveying services for the Association during the contract period and assist in the following and other related tasks, as requested by the Association: Land and Property Line research Verify and Set Survey Control Points Attend meetings as necessary to coordinate the work Monitors work of Surveyor's staff. Where directed provide surveying staking of Association and adjacent properties Where directed perform land ownership research Verify and Set monuments for Association facility locations SURVEYOR RESPONSIBILITIES Surveyor will provide for the following: Submit monthly invoices for each month by the 10th day of the following month in accordance with the amount of labor provided and the Schedule of Hourly Rates listed in Exhibit B. Personnel safety equipment (Steel-toe boots, safety glasses, and hard hat). 16

EXHIBIT B SCHEDULE OF HOURLY RATES 17