1-2025 Summit County LNR Recreation and Trails RFP updated083125.pdf

SUMMIT COUNTY

REQUEST FOR PROPOSAL (RFP) NOTICE

Recreational Trail Planning and Services

Notice is hereby given that Summit County, a body corporate and politic of the State of Utah (the “County”) requests qualifications for Recreational Trail Planning and Services until 5:00 PM MST on September 18, 2025.

Proposals will be accepted only from firms or individuals that are free of all obligations and interests that might conflict with the best interests of the County and have the capacity to provide services in a timely manner. Respondents must address the needs and requirements stated in the Scope of Work and Deliverables of this RFP and are advised to read this RFP in its entirety. Failure to read and/or understand any portion of this RFP shall not be cause for waiver of any portion of the RFP or subsequent agreement. The submitted qualifications and this RFP become a part of the subsequent agreement.

Qualifications will be evaluated and the successful Contractor (or more than one if the County chooses) will be determined and approved by representatives from the Summit County Administration, Summit County Lands and Natural Resources Department, and the County Manager. The County reserves the right to reject any or all qualification proposals, and to select one or more Contractors and services that best meet the needs of the County.

RFP Schedule: (Dates are estimated and subject to change)

RFP is posted September 2, 2025

Mandatory Site Visit* Ure Ranch – September 9 at 8:00 AM MST

910 Ranch – September 9 at 9:30 AM MST

RFP Proposals Due September 18, 2025, at 5:00 PM MST

Review and approval September 19, 2025

Award Notification September 19, 2025

Project Start Date Work must begin within ten (10) business days of the contract award.

*Note: If contactor is unable to attend the mandatory site visit, arrangements may be made for an alternative date upon County approval. Contact Project Manager prior to scheduled stie visit for this approval.

Term of Engagement:

The County intends to contract for the services presented herein for a term not to exceed sixty (60) months, based upon need. The County reserves the right to extend the term of the contract to complete pending projects or to cancel the contract at any time with 30 days’ written notice. The estimated implementation timeline is subject to change. The County reserves the right to select one or more Contractors from submitted qualification proposals alone.

Project Manager:

Jessica Kirby, GISP Summit County Lands and Natural Resources Director C: 435-602-0308 E: Jkirby@summitcountyutah.gov

I. INTRODUCTION

The County is accepting proposals for Recreational Trail Planning and Services to assist the County in the planning, design, implementation, build, and maintenance of trails on properties owned or managed by the County (each a separately a “Property” or collectively “Properties”). The Properties are classified by the County as “conservation lands”, each with their own governing restrictions that will guide the allowed recreational use and implementation parameters. Each Property is unique and will have a variety of recreational opportunities. The County will consider proposals from individuals and organizations and from groups or coalitions of the same.

The County is interested in a Contractor which has expertise in (or access to such expertise) in order to perform the following list of tasks related to planning, design, implementation, build, and maintenance of trails (the “Tasks”).

I. PURPOSE

The purposes of this RFP is to obtain a qualified Contractor that will provide professional Recreational Trails Planning and Services on Properties owned or managed by the County related to the project tasks outlined below for the 910 Ranch, the Ure Ranch Recreation Area, Gustav A & Margaret G Weller Park Preserve, Quarry Mountain Open Space, and other properties as assigned (the “County Properties”).

II. PROJECT DESCRIPTION

Summit County is seeking a qualified Contractor with experience and expertise to work collaboratively with County staff, local land trust organizations, the public, and other key stakeholders to implement planning, design construction, and maintenance of the trails on County Properties. The selected Contractor must possess a diverse skill set to successfully carry out a range of tasks (outlined below), each tailored to the unique needs of individual County Properties. Specifically, the County requires a Contractor capable of the following tasks: 1) recreational trail related land use planning, trail implementation including design, layout, and construction, 2) annual maintenance of trails, including winter grooming, and 3) on call trail related services. Please note: Contractor may submit a proposal for all, or a selected few, of the tasks, but many not submit proposals for only a single specific County Property. Any portion of the tasks may be subcontracted with the approval of the County.

III. SCOPE OF WORK

Contractors must remain mindful of the opportunity to apply a given task across multiple County Properties throughout the duration of the contract. While each County Property will be unique—most encompassing several hundred acres—there is efficiencies and best practices that can be shared across sites. For each task, the Contractor will be expected to demonstrate specific qualifications and tailor their approach to meet the distinct needs and characteristics of each County Property.

Project Tasks: Below is a list of project tasks that may be assigned to each County Property.

and design, 2) implementation and construction, 3) ongoing annual maintenance, and 4) on-call as needed services.

1. TRAIL PLANNING, DESIGN, LAYOUT, AND CONSTRUCTION

Working in close collaboration with County staff, the Contractor shall develop a comprehensive trail plan (“the Plan”) for selected County properties. Each Plan must incorporate best practice trail design principles and address the following key considerations:

1. Regional connectivity to adjacent trail networks

2. Avoidance of sensitive habitats and environmentally critical areas

3. Avoidance of known noxious weed populations

Trail design and construction must be guided by sustainable trail building principles and informed by established resources, including:

USDA Forest Service Standard Trail Plans and Specifications USDA Trail Construction and Maintenance Notebook Trail Solutions: IMBA’s Guide to Building Sweet Singletrack Provided contractor standard, upon approval from County

All designs must comply with applicable Federal, State, and County codes, with particular attention to environmental protection and accessibility standards.

For each Plan, the Contractor shall provide:

A detailed timeline for implementation A comprehensive cost proposal covering design, construction, and any associated work

The following County properties shall be included in the site selection and trail planning phase of the proposal:

910 Ranch: Located in the Snyderville Basin along N. East Canyon Creek Road (40.778520, -111.595221), between Jeremy Ranch and East Canyon State Park, this nearly 8,588-acre mountain ranch will be considered for a new public recreation trail plan. The planning may include up to 65-miles (including new and/ or adoption of existing dirt roads) of hiking/equestrian, multi-use, interpretive, hiking only, limited mountain biking, and groomed winter Nordic trails. The plan should include contemplation of 1) an interior hiking only trail system, 2) winter groomed trail opportunities, 3) a multiuse connection/reroute of the Great Western (sheep trail), 4) connections to neighboring trail networks and interior features such as picnic areas, yurts and points of interest, and 5) the possibility of a perimeter trail. Wildlife should be strongly considered in the approach to any new trail or access point. Critical lands will be avoided, and trails will be overall limited in nature. This is a mountainous, high elevation and forested Property. This plan will be done in phases and will incorporate public input. Of Note: Due to cost of implementation, trails will need to be presented in phases. Thoughtful planning on how to implement phases will need to align with reasonable budgeting expectations.

Ure Ranch Recreation Area: Located on the extreme western edge of the Kamas Valley, between as Tuhaye and Kamas City, this nearly 450-acre area is slated to be the first County recreation area in Eastern Summit County (40.628733, -111.327065). The area must include a minimum of 15 miles of hiking/ equestrian, multi-use, interpreted hiking only, and mountain biking trails. This is a rolling sage brush and meadow valley bottom Property the boasts a rolling gully suitable for flow trails. Design should consider the future use by the South Summit High School Mountain Bike Team, the rural connection to equestrian with the opportunity to embrace the first of its a kind in Summit County equestrian obstacle course (see example at Three Peaks Recreation Area), and creating connections to future trail plans and existing neighboring trail networks. Of Note: There are preliminary trail plans drawn for portions of this project.

Weller Park Reserve: Nestled in the grass hills just East of the town of Marian, is a small undiscovered reserve known as Gustav A & Margaret G Weller Park Preserve (40.6853622, -111.2585478). This 8.5-acre gem has stunning views, access to seasonal water, and is a quiet respite far from the rustle of the surrounding growing town centers. A design for a hiking only nature trail should be proposed to support future interpretive signs.

2. IMPLEMENTATION AND CONSTRUCTION

The Contractor shall provide comprehensive oversight and direct implementation of all aspects related to new trail construction and existing trail rehabilitation. All work must align with:

Approved trail designs Sustainable construction and maintenance practices Project goals and timelines Applicable Federal, State, and County codes and regulations

The Contractor is required to have, or have access to, the qualified personnel, appropriate equipment, and technical expertise necessary to support the full scope of trail construction, rehabilitation, and ongoing maintenance.

Trail construction and rehabilitation efforts will be focused on the following locations:

910 Ranch Ure Ranch Weller Park Preserve

All work must be executed in accordance with industry’s best practices to ensure long-term durability, environmental stewardship, and user safety.

3. ONGOING ANNUAL MAINTENANCE

The Contractor shall conduct a comprehensive assessment of County trails—both newly developed and existing—to identify and prioritize maintenance needs and associated costs.

This includes:

Developing a prioritized list of maintenance tasks based on trail condition and usage.

Creating a sustainable maintenance schedule that outlines:

o Routine summer and winter maintenance activities.

o Cost estimates for regular upkeep and larger capital projects or repairs.

For all assigned County trails, the Contractor will be responsible for performing:

Routine maintenance and repairs, including:

o Trail tread restoration o Reroutes and upgrades o Selected winter grooming using appropriate equipment and techniques

Seasonal and emergency tasks, such as:

o Tree removal o Water bar cleanout o Vegetation trimming (side-veg) o Bridge inspection and upkeep

Examples of trails that may require maintenance include (but are not limited to):

910 Ranch Ure Ranch Weller Park Quarry Mountain Possible future project: Rail Trail (from Highway 248 to Coalville)

The Contractor must possess, or have access to, the qualified personnel, equipment, and technical expertise necessary to support the maintenance of trails in accordance with industry best practices and County standards.

4. ON-CALL AS NEEDED SERVICES

The Contractor shall provide on-call trail services to support the County in addressing urgent, seasonal, or supplemental needs across the County’s trail system. Services may be requested on short notice and must be performed in a timely and professional manner. On-call services may include, but are not limited to:

Emergency Response and Safety Mitigation

Removal of downed trees or debris obstructing trail access Repair of hazardous trail conditions (e.g., washouts, erosion, damaged bridges) Temporary rerouting of trails due to flooding, fire, or other natural events Installation of emergency signage or barriers

Seasonal and Weather-Related Services

Snow grooming and winter trail preparation Drainage clearing and culvert maintenance during spring runoff Ice mitigation and trail surface treatment Post-storm trail inspections and repairs

Supplemental Maintenance and Support

Vegetation trimming and invasive species removal Trail tread restoration and surfacing Fence, gate, and trailhead infrastructure repairs Support for volunteer workdays or community trail events

Technical and Planning Support

GPS mapping and trail condition documentation Coordination with County staff on trail closures or public notifications Assistance with trail signage installation or updates Input on trail design modifications or reroutes Additional trail planning for new properties

The Contractor must be available for dispatch within a mutually agreed-upon response window and maintain access to the necessary equipment, personnel, and expertise to perform these services efficiently and safely.

Project Team Coordination: The Contractor is responsible for scheduling and hosting coordination meetings with County Staff to discuss each Task as assigned and shall provide minimum bi-weekly updates to the Project Manager.

Mandatory Site Visits*:

All interested contractors are required to attend mandatory site visits for the following County properties:

Ure Ranch – Tuesday, September 9 at 8:00AM MST Location: 661 S Lambert Ln, Kamas, UT 84036

910 Ranch – Thursday, September 9 at 9:30AM MST Location: 10063 NE Canyon Road, Park City, UT 84098 Important Note: Although Google Maps may indicate that NE Canyon Road is closed, the road is open and accessible. Contractors will access 910 Ranch via Jeremy Ranch.

Attendance at both site visits is mandatory to ensure a full understanding of site conditions, access routes, and project requirements. *Note: If contactor is unable to attend the mandatory site visit, arrangements may be made for an alternative date upon County approval. Contact Project Manager prior to scheduled stie visit for this approval.

IV. DELIVERABLES

Deliver detailed plans, GIS data, and technical documentation, including final plans and maintenance schedules. The Contractor shall submit all plans and materials in electronic form. Copies of all presentation materials including displays and digital presentations used by the Contractor at meetings shall be provided to the County in reproducible form. Materials for presentations and public meetings shall be presented for County review at least one week in advance of the meeting.

For final deliverables, the Contractor shall submit an electronic copy, in an editable format. All hard copy materials shall be on 8 1∕2” x 11” paper format, except for maps or similar exhibits. All digital map files shall be compatible with the current version of ESRI ArcGIS software or, upon request, in AutoCAD format.

V. MINIMUM QUALIFICATIONS

The contractor must have a minimum of ten (10) years, individually or collectively among staff, of direct experience within the following disciplines.

Landscape Architecture: Expertise in designing outdoor spaces, including trails, parks, and/or natural areas.

Civil Engineering: Knowledge of infrastructure planning, construction, and maintenance.

Environmental Science: Understanding of ecosystems, wildlife habitats, and sustainable practices. Ability to identify Utah native plants and distinguish from common noxious weeds in the Summit County area.

Project Management: Ability to oversee projects from conception to completion, ensuring timelines and budgets are met.

GIS and Mapping Skills: Proficiency in Geographic Information Systems (GIS) for planning and mapping trail systems.

Public Engagement: Experience in working with the community and stakeholders to gather input and build support. Speaking to public while on site to educate about trail work and stewardship

Regulatory Knowledge: Familiarity with local, state, and federal regulations related to land use and environmental protection.

Construction Management: Skills in managing construction crews and ensuring quality control during the building phase.

Maintenance Planning: Ability to develop and implement maintenance plans to keep trails safe and accessible.

Grant Writing and Fundraising: Experience in securing funding through grants and other sources to support trail projects.

VI. PROPOSAL CONTENT AND SUBMITTAL INSTRUCTIONS

To be considered for selection, submit the information below in a manner that is clearly labeled. The Contractor should submit one (1) digital copy in PDF format.

All materials must be received no later than 5:00 PM MST on September 18, 2025, all responses to this RFP must be submitted through the state procurement system Bonfire. Only bids received via Bonfire will be considered. https://vendor.bonfirehub.com/getStarted.

All inquiries or questions relating to this RFP must be addressed to Clay Coleman, email ccoleman@summitcountyutah.gov, in the Summit County Procurement Office. All communications regarding this RFP will be conducted through the query system in Bonfire. Phone calls or in person visits are prohibited. Do not directly contact the County Department or other County officers or employees.

The County reserves the right to reject any or all submittals and to waive any irregularities of information in the evaluation process. The final selection is the sole decision of the County and the respondents to this request have no appeal rights or procedures guaranteed to them. All costs related to the preparation of the proposals, and any related activities are the sole responsibility of the individual or organization. The County assumes no liability for any costs incurred by offerors throughout the entire selection process.

All proposals shall become the property of Summit County.

Information contained in the proposal must be clearly marked and delineated. The County may release any information contained in the proposal that is not marked and delineated as proprietary 30 days following the execution of a contract for services.

1. Cover Page

List the individual or organization’s name(s), project name “Proposal for Recreational Trail Planning and Services” and contact information. Additional information may include a web address or social media links.

State the name of the person authorized to represent the Contractor and sign any contract that may result. Include this person’s email address, mailing address, phone number, and title.

Include an introduction to the proposal including a summary of the Contractor’s understanding of the scope of the project and overall approach to delivering the desired services.

2. Experience and Qualifications

Provide an overview of the qualifications of the Contractor/consulting team including how the qualifications relate to the Tasks and any relevant project experience.

Highlight past performance, projects, and/or assignments in completing similar Tasks for public agencies.

Outline your experience in performing the Tasks, including experience with government entities.

Provide three (3) references from projects similar in scope.

3. Approach

Describe in which Tasks the Contractor has expertise and include a detailed chart of staff and other resources that may be enlisted to complete the scope of work for each Task.

4. Fee Proposal and Service Structure

The Contractor shall provide a fee schedule, Exhibit A, on a time and materials basis, which should include the titles, hourly rates, overhead factors, and any other relevant details. The proposal should highlight key positions that would likely be involved with projects. Include any details you feel are necessary to explain your fee.

5. Contract, Terms and Conditions

Please review Exhibit B, and submit any proposed changes to said Terms and Conditions.

Summit County will require that the selected Contractor be willing to negotiate and to enter into a written agreement with the County to provide all services required within the scope of services as submitted by the Contractor in its proposal. The County Manager’s Office, working with the selected Contractor, will negotiate the agreement. All provisions of the agreement will be in compliance with State and Federal laws. Adequate and satisfactory insurance is also required, including general liability, automobile, and workers’ compensation.

VII. SCHEDULE

Start Date: Work must begin within ten (10) business days of the contract award.

Completion: The Recreational Trail Assessment must be completed within 90 days of the contract award.

VIII. FINAL SUBMISSION

This is a multi-year contract with evolving final requirements. Portions of the funding provided to the Contractor are tied to grant sources with varying deadlines, which necessitate strict adherence to specific milestone dates. The following deliverables have non-negotiable deadlines:

910 Ranch Phase One Trail Plan – Due by December 31, 2025 Ure Ranch Trail Plan – Due by May 6, 2026

The remaining tasks under this RFP will be determined collaboratively with the Contractor as project timelines are developed and specific deadlines are established.

IX. EVALUATION CRITERIA

This is not a bid process. Proposals submitted in response to this RFP will be reviewed and ranked by a Selection Committee. Selection will be based on qualifications and experience and the selection criteria as described below. The first Contractor of choice will be asked to complete negotiations on their proposed fee. If no agreement can be reached, which is mutually accepted and agreed upon, then County will meet with the second Contractor of choice and so on, until a final agreement has been negotiated and executed. The Contractor will be selected on the basis of several factors, including but not limited to experience with similar projects, staff, qualifications, project manager, approach to the project, and references. Negotiations will be initiated with the highest-ranked Contractor.

Each RFP will be ranked based on the following criteria and weighted percentages:

CRITERIA DESCRIPTION WEIGHT

Qualifications and Past record and experience

Contractor’s qualifications and demonstrated experience 40%

Contractor Location In order to meet on-call services and maintenance requirements, preference will be given to local contractors. 10%

Access to staff and other subject matter experts

Ability to access the staff and resources necessary to complete the assigned Tasks for each Property. 20%

Fee Schedule Fee Schedule and cost-effectiveness. Value of services proposed. 30%

TOTAL 100%

X. GENERAL INFORMATION

Response to this Request for Proposal is at the proposer’s sole risk and expense. The County anticipates selecting one of the responding proposers, but there is no guarantee that any responding proposer will be selected. It is the County’s policy to encourage equal opportunity in its professional services and contracts. The County endeavors to do business with proposers that share the County’s commitment to equal opportunity and will not do business with any proposer that discriminates on the basis of race, religion, color, ancestry, age, gender, sexual orientation, disability, medical condition, or place of birth.

Summit County appreciates in advance the efforts that proposers will make on behalf of this project and looks forward to participating with proposers in the selection process.

All questions, comments, and requests for information regarding this RFP shall be directed to Bonfire where the RFP has been posted. Any additional information or answers to questions will be posted to everyone. No other members of the County’s Selection Committee, County Staff, or Elected Officials may be contacted regarding this RFP.

EXHIBIT A

FEE SCHDULE

Time and Materials Fee Schedule The following fee schedule outlines the hourly labor rates for services provided under this RFP. All rates are to be considered fully burdened, including overhead and profit.

Add additional Labor Categories as needed.

Labor Rates Category Hourly Rate Description

Planning and Management Trail design

On-Call Services On-call general maintenance services

Construction/ Maintenance Category $/Per Mile Description

Trail Construction Cost Average cost to construct one mile of trail

Annual Maintenance Annual maintenance price per mile for general trail maintenance

Other Category Amount Description

EXHIBIT B

SUMMIT COUNTY TERMS AND CONDITIONS

Revised 3/28/2023 1

ATTACHMENT A

SUMMIT COUNTY STANDARD TERMS AND CONDITIONS FOR SERVICES

This is for a contract for services (including professional services) meaning the furnishing of labor, time, or effort by a contractor.

1. DEFINITIONS: The following terms shall have the meanings set forth below:

(a) “Confidential Information” means information that is deemed as confidential under applicable state, and federal laws including personal information. The County reserves the right to identify, during and after this Contract, additional reasonable types of categories of information that must be kept confidential under county ordinances and state and federal laws.

(b) “Contract” means the Contract Cover and Signature Page(s), including all referenced attachments and documents incorporated by reference. The term “Contract” may include any purchase orders that result from this Contract.

(c) “Contract Cover and Signature Page(s)” means the Summit County cover page(s) and signature page that Summit County and Contractor sign.

(d) “Contractor” means the individual or entity delivering the Services identified in this Contract. The term “Contractor” shall include Contractor’s agents, officers, employees, and partners.

(e) “Custom Deliverable” means the Work Product that Contractor is required to deliver to Summit County under this Contract.

(f) “Party or Parties” means Summit County and the Contractor.

(g) “Proposal” means Contractor’s response to Summit County’s Solicitation.

(h) “Records” means all books, records, documents, statements, reports, data, information, and other material with respect to the matters covered, directly or indirectly, by this Contract, including (but not limited to) that which is necessary to sufficiently and properly reflect all direct and indirect costs related to the performance of this Contract.

(i) “Services” means the furnishing of labor, time, or effort by Contractor pursuant to this Contract. Services include, but are not limited to, all of the deliverable(s) (including Custom Deliverable, supplies, equipment, or commodities) that result from Contractor performing the Services pursuant to this Contract. Services include those professional services identified in the Summit County Procurement Code.

(j) “Solicitation” means the documents used by Summit County to obtain Contractor’s Proposal.

(k) “Summit County” means Summit County, Utah, a body corporate and politic of the State of Utah.

(l) “Subcontractors” means subcontractors or subconsultants at any tier that are under the direct or indirect control or responsibility of the Contractor, and includes all independent contractors, agents, employees, authorized resellers, or anyone else for whom the Contractor may be liable at any tier, including a person or entity that is, or

Revised 3/28/2023 2 will be, providing or performing an essential aspect of this Contract, including Contractor’s manufacturers, distributors, and suppliers.

(m) “Work Product” means every invention, modification, discovery, design, development, customization, configuration, improvement, process, software program, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection) that is specifically made, conceived, discovered, or reduced to practice by Contractor or Contract’s Subcontractors (either alone or with others) pursuant to this Contract. Work Product shall be considered a work made for hire under federal, state, and local laws; and all interest and title shall be transferred to and owned by Summit County. Notwithstanding anything in the immediately preceding sentence to the contrary, Work Product does not include any Summit County, Contractor’s intellectual property (that it owned or licensed prior to this Contract) or Third-Party intellectual property.

2. GOVERNING LAW AND VENUE: This Contract has been and shall be construed as having been made and delivered within the State of Utah, and it is agreed by each Party hereto that this Contract shall be governed by the laws, rules, and regulations of Summit County and the State of Utah, both as to interpretation and performance. Any action of law, suit in equity or judicial proceeding arising from this Contract shall be brought in a court of competent jurisdiction in the State of Utah. Venue shall be in Summit County, the Silver Summit District Court, Third Judicial District.

3. LAWS AND REGULATIONS: At all times during this Contract, Contractor and all procurement Items delivered and/or performed under this Contract will comply with all applicable Summit County, state and federal constitutions, laws, rules, ordinances, codes, orders, and regulations, including applicable licensure and certification requirements. If this Contract is funded by federal funds, either in whole or in part, then any federal regulation related to the federal funding, including CFR Appendix II to Part 200, will supersede this Attachment A.

4. RECORDS ADMINISTRATION: Contractor shall maintain or supervise the maintenance of all Records and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Contract. These Records shall be retained by Contractor for at least six (6) years after final payment, or until all audits initiated within the six (6) years have been completed, whichever is later. Contractor shall, at such times and in such form as the County may require, make available for examination by the County, its authorized representatives, the State Auditor, Federal Auditors or other governmental officials authorized by law to monitor this Contract, all such Records. The County may, at its discretion, conduct an audit at its expense, using its own or outside auditors, of the Contractor’s activities, which relate directly or indirectly to this Contract.

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5. CERTIFY REGISTRATION AND USE OF EMPLOYMENT “STATUS VERIFICATION SYSTEM”: The Status Verification System, also referred to as “E-verify,” applies to contracts issued through a request for proposal process and to sole source contracts.

(a) Contractor certifies as to its own entity, under penalty of perjury, that Contractor has registered and is participating in the Status Verification System to verify the work eligibility status of Contractor’s new employees that are employed in Summit County in accordance with applicable immigration laws.

(b) Contractor shall require that each of its Subcontractors certify by affidavit, as to their own entity, under penalty of perjury, that each Subcontractor has registered and is participating in the Status Verification System to verify the work eligibility status of Subcontractor’s new employees that are employed in Summit County in accordance with applicable immigration laws.

(c) Contractor’s failure to comply with this section will be considered a material breach of this Contract.

6. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of Summit County, unless disclosure has been made to Summit County.

7. INDEPENDENT CONTRACTOR:

(a) Contractor and Subcontractor(s), in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of Summit County.

(b) No agent, employee, or representative of Contractor or Subcontractor(s) shall be deemed to be an employee, agent, or representative of the County for any purpose, and the employees of the Contractor and Subcontractor(s) are not entitled to any of the benefits the County provides for its employees. The Contractor or Subcontractor(s) will be solely and entirely responsible for their acts and for the acts of their agents, employees, representatives during the performance of this Contract.

(c) In the performance of the services herein contemplated Contractor and Subcontractor(s) are independent contractors with the authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the County and shall be subject to the County’s general rights of inspection and review to secure the satisfactory completion thereof.

8. INDEMNITY:

(a) Contractor shall be fully liable for the actions of its agents, employees, officers, partners, and Subcontractors, and shall fully indemnify, defend, and save harmless Summit County from all claims, losses, suits, actions, damages, and costs of every name and description arising out of Contractor’s performance or failure to perform any aspect of this Contract to the extent caused by any intentional wrongful act or omission, or negligence of Contractor, its agents, employees, officers, partners, or Subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss, or damage arising hereunder due to the sole intentional wrongful act or omission, or negligence of Summit County. The Parties agree that if there are any limitations of the Contractor’s liability, including a limitation of liability

Revised 3/28/2023 4 clause for anyone for whom the Contractor is responsible, such limitations of liability will not apply to injuries to persons, including death, or to damages to property arising out of this Contract.

(b) The Contractor and Subcontractor(s) expressly agree that the indemnification provided herein constitutes the Contractor and Subcontractor(s) limited waiver of immunity as an employer under Utah Code §34A-2-105, as amended; provided, however, this waiver shall apply only to the extent an employee of the Contractor or Subcontractor claims or recovers compensation from the County for a loss or injury that Contractor or Subcontractor would be obligated to indemnify the County for under this Contract. This limited waiver has been mutually negotiated by the Parties, and is expressly made effective only for the purposes of this Contract. The provisions of this section shall survive the expiration or termination of this Contract.

9. EMPLOYMENT PRACTICES: Contractor agrees to abide by the Summit County Code, Title 1, Chapter 15B and federal and state employment laws, including: (a) Title VI and VII of the Civil Rights Act of 1964 (42 U.S.C. 2000e), which prohibits discrimination against any employee or applicant for employment or any applicant or recipient of services, on the basis of race, religion, color, or national origin; (b) Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex; (c) 45 CFR 90, which prohibits discrimination on the basis of age; and (d) Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990, which prohibits discrimination on the basis of disabilities. Contractor further agrees to abide by any other laws, regulations, or orders that prohibit the discrimination of any kind by any of Contractor’s employees. If any assignment or subcontracting has been authorized by the County, said assignment or subcontract shall include appropriate safeguards against discrimination. Contractor shall take such action as may be required to ensure full compliance with the provisions of this section.

10. AMENDMENTS: This Contract may only be amended by the mutual written agreement of the Parties, which amendment will be attached to this Contract. Automatic renewals will not apply to this Contract, even if listed elsewhere in this Contract.

11. DEBARMENT: Contractor certifies that it is not presently nor has ever been debarred, suspended, or proposed for debarment by any governmental department or agency, whether international, national, state, or local. Contractor must notify Summit County within thirty (30) days if debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any contract by any governmental entity during this Contract.

12. TERMINATION:

(a) This Contract may be terminated, with cause by either Party, in advance of the specified termination date, upon written notice given by the non-defaulting Party to the Party in violation (the “Default Notice”). The Party in violation will be given ten (10) days after receipt of the Default Notice to cure the violation. In the event the Party in violation fails to cure, the non-defaulting Party may terminate the Contract for cause by sending the Party in violation a termination notice (the “Termination Notice”).

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(b) This Contract may also be terminated without cause (for convenience), in advance of the specified termination date, by Summit County, upon thirty (30) days written termination notice being given to the Contractor (the “Termination for Convenience Notice”).

(c) Summit County and the Contractor may terminate this Contract, in whole or in part, at any time, by mutual agreement in writing.

(d) On termination of this Contract, all accounts and payments will be processed according to the financial arrangements set forth herein for approved Services ordered prior to date of termination.

(e) Contractor shall be compensated for the Services properly performed under this Contract up to the effective date of the Termination Notice or Termination for Convenience Notice. Contractor agrees that in the event of a termination, the remedy and monetary recovery from Summit County is limited to full payment for all Services properly performed as authorized under this Contract up to the date of termination as well as any reasonable monies owed as a result of Contractor having to terminate other contracts necessarily and appropriately entered into by Contractor pursuant to this Contract. In no event shall Summit County be liable to the Contractor for compensation for any services neither requested by Summit County nor satisfactorily performed by the Contractor. In no event shall Summit County’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to Summit County for any damages or claims arising under this Contract.

(f) If the Contractor or any of its Subcontractor(s) have any property in their possession belonging to Summit County, the Contractor will account for the same, and dispose of it in a manner directed by Summit County.

13. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW:

(a) Summit County intends to request the appropriation of funds to be paid for the services provided by Contractor under this Contract. If funds are not available beyond December 31 of any effective fiscal year of this Contract, Summit County’s obligation for performance of this Contract beyond that date shall be null and void. This Contract shall create no obligation on Summit County as to succeeding fiscal years and shall terminate and become null and void on the last day of the fiscal year for which funds were budgeted and appropriated, except as to those portions of payments agreed upon for which funds were appropriated and budgeted. Said termination shall not be construed as a breach of this Contract or any event of default under this Contract and said termination shall be without penalty, whatsoever, and no right of action for damages or other relief shall accrue to the benefit of Contractor, its successors, or its assigns, as to this Contract, or any portion thereof, which may terminate and become null and void.

(b) If funds are not appropriated for a succeeding fiscal year to fund performance by Contractor under this Contract, Summit County shall promptly notify Contractor of said non-funding and the termination of this Contract, and in no event, later than 30 (thirty) days prior to the expiration of the fiscal year for which funds were appropriated.

(c) Upon thirty (30) days written notice delivered to the Contractor, this Contract may be terminated in whole or in part at the sole discretion of Summit County, if

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Summit County reasonably determines that a change in the Summit County Code, Federal or State legislation or applicable laws materially affects the ability of either Party to perform under the terms of this Contract.

(d) If a written notice is delivered under this section, Summit County will reimburse Contractor for the Services properly ordered until the effective date of said notice.

Summit County will not be liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of said written notice.

14. MODIFICATIONS TO TASKS: All work proposed by Contractor is based on current government ordinances and fees in effect as of the date of this Contract. Any changes to current government ordinances and fees which affect the scope or cost of the services proposed may be billed as an “extra costs” or deleted from the scope, at the option of Summit County.

15. SUSPENSION OF WORK: Should circumstances arise which would cause Summit County to suspend Contractor’s responsibilities under this Contract, but not terminate this Contract, this will be done by written notice. Contractor’s responsibilities may be reinstated upon advance formal written notice from Summit County.

16. SALES TAX EXEMPTION: The Services under this Contract will be paid for from Summit County’s funds and used in the exercise of Summit County’s essential functions as a political subdivision of the State of Utah. Upon request, Summit County will provide Contractor with its sales tax exemption number. It is Contractor’s responsibility to request Summit County’s sales tax exemption number. It is also Contractor’s responsibility to ascertain whether any tax deduction or benefits apply to any aspect of this Contract.

17. CONTRACTOR’S INSURANCE RESPONSIBILITY: The Contractor shall maintain the following insurance coverage:

(a) Workers’ compensation insurance during the term of this Contract for all its employees and any Subcontractor employees related to this Contract, at the following minimum: Bodily Injury by Accident Five Hundred Thousand Dollars ($500,000.00) each accident; Bodily Injury by Disease Five Hundred Thousand Dollars ($500,000.00) each employee, Five Hundred Thousand Dollar ($500,000.00) policy limit.

(b) Commercial general liability [CGL] insurance from an insurance company authorized to do business in the State of Utah. The limits of the CGL insurance policy will be no less than One Million Dollars ($1,000,000.00) per person per occurrence and Three Million Dollars ($3,000,000.00) aggregate. Contractor agrees to increase the limits of such insurance to at least the amount of the Limitation of Judgments described in Utah Code §63G-7-604, as amended and as calculated by the state risk manager every two years and stated in Utah Admin. Code R37-4-3.

(c) Commercial automobile liability [CAL] insurance from an insurance company authorized to do business in the State of Utah. The CAL insurance policy must cover bodily injury and property damage liability and be applicable to all vehicles used in your performance of Services under this Contract, whether owned, non-owned, leased, or

Revised 3/28/2023 7 hired. The minimum liability limit must be Two Million Dollars ($2,000,000.00) per occurrence, combined single limit. The CAL insurance policy is required if Contractor will use a vehicle in the performance of this Contract.

(d) Professional liability (Errors and Omissions) insurance with annual limits no less than One Million Dollars ($1,000,000.00) per occurrence. If written on a claims-made basis, the Contractor warrants that the retroactive date applicable to coverage precedes the effective date of this Contract; and that continuous coverage will be maintained for an extended reporting period and tail coverage will be purchased for a period of at least three (3) years beginning from the time that work under this Contract is complete.

(e) Technology Errors and Omissions Insurance with a limit of not less than Five Million Dollars ($5,000,000.00) for damages arising from computer related services including but not limited to the following:

• Consulting;

• Data Processing;

• Programming;

• System Integration;

• Hardware or Software Development;

• Installation;

• Distribution or Maintenance;

• Systems Analysis or Design;

• Training; and

• Staffing or Other Support Services.

This policy shall include coverage for third Party fidelity, including cyber theft.

(f) Summit County shall be named as an additional insured on all insurance policies set forth in this section, with respect to work performed by or on behalf of Contractor and a copy of the endorsement naming Summit County as an additional insured shall be attached to the Certificate of Insurance. Should any of the above-described policies be cancelled before the expiration date thereof, Contractor shall deliver notice to Summit County within thirty (30) days of cancellation. Summit County reserves the right to request certified copies of any required policies. The additional insured protection afforded Summit County must be on a primary and non-contributory basis. All policies must include a waiver of subrogation in favor of Summit County.

(g) Contractor’s insurance policies set forth herein shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

(h) Certificates of Insurance, showing up-to-date coverage, shall be on file with Summit County before the Contract may commence.

(i) Summit County reserves the right to require higher or lower insurance limits where warranted. Failure to provide proof of insurance as required will be deemed a material breach of this Contract. Contractor’s failure to maintain this insurance requirement for the term of this Contract will be grounds for immediate termination of this Contract.

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18. PUBLIC INFORMATION: Contractor agrees that this Contract, related purchase orders, related pricing documents, and invoices will be public documents and may be available for public and private distribution in accordance with the State of Utah Government Records Access and Management Act (GRAMA), Utah Code Title 63G, Chapter 2, as amended.

Contractor gives Summit County express permission to make copies of this Contract, related sales orders, related pricing documents, and invoices in accordance with GRAMA. Except for sections identified in writing by Contractor and expressly approved by Summit County, Contractor also agrees that the Contractor’s Proposal to the Solicitation will be a public document, and copies may be given to the public as permitted under GRAMA. Summit County is not obligated to inform Contractor of any GRAMA requests for disclosure of this Contract, related purchase orders, related pricing documents, or invoices.

19. DELIVERY: All deliveries under this Contract will be F.O.B. destination with all transportation and handling charges paid for by Contractor. Responsibility and liability for loss or damage will remain with Contractor until final inspection and acceptance when responsibility will pass to Summit County, except as to latent defects or fraud. Contractor shall strictly adhere to the delivery and completion schedules specified in this Contract.

20. ACCEPTANCE AND REJECTION:

(a) Summit County shall have thirty (30) days after the performance of the Services to perform an inspection of the Services to determine whether the Services conform to the standards specified in the Solicitation and this Contract prior to acceptance of the Services by Summit County.

(b) If Contractor delivers nonconforming Services, Summit County may, at its option and at Contactor’s expense: (i) return the Services for a full refund; (ii) require Contractor to promptly correct or reperform the nonconforming Services subject to the terms of this Contract; or (iii) obtain replacement Services from another source, subject to Contractor being responsible for any cover costs.

21. INVOICING: Contractor will submit invoices within thirty (30) days of Contractor’s performance of the Services to Summit County. The Contract number shall be listed on all invoices, freight tickets, and correspondence relating to this Contract. The prices paid by Summit County will be those prices listed in this Contract, unless Contractor offers a prompt payment discount within its Proposal or on its invoice. Summit County has the right to adjust or return any invoice reflecting incorrect pricing.

22. PAYMENT: Payments are to be made within thirty (30) days after a correct invoice is received. All payments to Contractor will be remitted by mail, electronic funds transfer, or Summit County Purchasing Card (major credit card). If payment has not been made after sixty

(60) days from the date a correct invoice is received by Summit County, then interest may be added by Contractor as prescribed in the Utah Prompt Payment Act. The acceptance by Contractor of final payment, without a written protest filed with Summit County within ten (10) business days of receipt of final payment, shall release Summit County from all claims and liability to the Contractor. Summit County’s payment for the Services shall not be deemed an

Revised 3/28/2023 9 acceptance of the Services and is…