1-2026-8-13 Feasibility and Programming Final.docx

TOWN OF ALTA

REQUEST FOR QUALIFICATIONS:

ARCHITECHURAL FEASIBILITY AND PROGRAMMING

NOTICE

REQUEST FOR QUALIFICATIONS

PROJECT NAME: Architectural Feasibility and Programming

PROPOSALS DUE: October 6, 2026

RFP AVAILABLE: September 14, 2026

PROJECT LOCATION: Alta, UT

NOTICE: The Town of Alta, referred to herein as the “Town”, is requesting proposals from qualified consultants to develop an architectural feasibility and programming study. This Request for Qualifications (RFQ) is issued in accordance with the Utah Procurement Code and applicable administrative rules of the Utah Administrative Code. If any provision of this RFQ conflicts with the Utah Procurement Code or Utah Administrative Code, then the Utah Procurement Code or Utah Administrative Code will take precedence.

PROJECT DESCRIPTION: The Town of Alta is seeking proposals from qualified consultants to develop an architectural feasibility and programming study for a proposed new facility at 10351 E, Little Cottonwood Road, Alta, Utah 84092. Specific goals and tasks include:

(a) Conduct various site conditions assessment tasks for the Town’s possible construction site(s)

(b) Assist the Town in determining the facility program elements for Town of Alta facilities planned to be replaced or renovated

(c) Develop a construction budget estimate for proposed new or renovated facilities

(d) Develop schematic designs for new or renovated facilities or other design documents sufficient for the Town to begin a complete design process

(e) Other tasks necessary or common to determine Project feasibility in a municipal government context

(f) Depending on the program identified for a new facility, recommend next steps regarding renovation of the Town’s existing facilities The work described above, together with ancillary services reasonably required to accomplish the objectives, is referred to herein as the “Project”.

The Town intends to enter into a contract with a qualified consultant (“Consultant”) to provide all labor, materials, and services necessary to complete the Project successfully. Consultant selection will be based on the proposal submitted and the Town’s assessment of each proposer’s expertise, experience, and proposed Project approach.

1. Intent.

The purpose of this RFQ is to set forth the minimum acceptable requirements for responsive proposals. The scope of work described herein is intended to provide a general overview of the Town’s needs and is not exhaustive. A mutually acceptable agreement will be made between the Town and the Consultant, detailing the final scope of work, Project parameters, completion schedule, deliverables, and fee for services.

2. Background – Facilities Master Plan.

The Town of Alta is a small municipality in the headwaters of Little Cottonwood Canyon that provides municipal services to approximately 300 residents and hundreds of thousands of recreation visitors annually. The Town owns four buildings, three of which it recently evaluated in a Facilities Master Plan project that assessed current conditions in those three buildings and recommended repair or replacement depending on current conditions and probable costs to repair or replace the buildings. The fourth building was purchased in June of 2025, after the Town began its planning project, and is assumed to continue in its current function for the foreseeable future.

The three buildings evaluated include:

Alta Central, 10221 E, Little Cottonwood Road, Alta, Utah– A two story, wood framed structure originally transported to Alta in the 1950s, which was taken over by the Town in 1973 and today serves as the headquarters for the Alta Marshals Office and housing facility for on-shift workers in the Marshals Office department. The existing building exhibits major accessibility challenges and while it is in decent functional condition, it exhibits significant exposure to natural hazards including earthquake, wildfire, and avalanches, which render it unsustainable as a public safety facility, and difficult or impossible to retrofit to all relevant building codes for public safety facilities.

Post Office Building, 10351 E, Little Cottonwood Road, Alta, Utah– A concrete block building with wood-framed annexes built by the Town in 1984 that includes a contract US Post Office operated by the Town; three large garage bays formerly used to house the Town’s volunteer fire department and now occupied by various municipal functions as well as seasonal storage of UDOT equipment essential to winter operations in the canyon; a multipurpose room used for town council and other public meetings; and an apartment shared by on-shift employees. The existing building exhibits major structural problems and should be torn down and replaced as soon as possible. The site is the Town’s only roadside location and thus its best opportunity to improve accessibility, and is also generally assumed to be less exposed to avalanche hazard, which makes it the preferred location for new construction, which may reduce construction costs.

Town Office, 10201 E, Little Cottonwood Road, Alta, Utah– A two-story concrete building purpose-built by the Town in 1994 to house the Town’s administrative functions, the Town Office is by far the Town’s most robust facility, but it also exhibits significant accessibility challenges as it is not roadside and is only accessible during winter by walking up a steep, snow- and ice-covered driveway.

View the Town of Alta Facilities Master Plan here:

https://storage.googleapis.com/juniper-media-library/130/2025/09/Town%20of%20Alta%20Facilities%20Master%20Plan.pdf

As of today, the Town tentatively plans to do the following:

· Tear down the Post Office Building

· Demolish Alta Central or discontinue its use for public safety functions

· Construct a new building on the site of the Post Office Building that contains the building’s existing functions, as well as some or all Alta Marshals Office functions

· Add additional functional spaces required by the Alta Marshals Office, pending design feasibility and budget, to a new building or to the Town Office

· Possibly expand the footprint of the Post Office Building, which would require special use authorization by or a land exchange with the USDA Forest Service, and extensive site preparation work including excavation into a steep and rocky hillside

· Possibly remodel the Town Office as a marshal’s dispatch center including on-shift living and sleeping quarters, while moving administrative functions to the new building on the Post Office Building site

· Possible collaboration with the Utah Department of Transportation (UDOT) on design and construction of a new building in order to provide shared or dedicated space for use by UDOT The Town is simultaneously assessing options to fund capital projects and assumes it will begin a complete design process at the conclusion of the Project. The Town aspires to begin construction during Spring of 2028.

3. Detailed Description of Project.

The Project will include, but may not be limited to the following tasks:

(a) Existing conditions: evaluate the status of the Town’s plans by meeting with staff and reviewing the Town’s recent Facilities Master Plan and other materials.

(b) Site conditions: conduct assessments of any and all site conditions necessary to determine construction feasibility including but not limited to geotechnical analyses, as-built surveys, and demolition and abatement.

i. Avalanche hazard evaluation: Town of Alta Ordinance 10-7-22 AVALANCHE HAZARD REVIEW requires structures to be designed to protect occupants from the forces of a one-in-one-hundred-year avalanche affecting the structure, as determined by an “avalanche expert.” The Town’s future construction project will comply with this requirement. The Town assumes the Consultant will engage an avalanche expert to conduct whatever analysis is needed to determine the magnitude and destructive potential of a one-in-one-hundred-year avalanche on the proposed construction site and consider the avalanche expert’s findings in developing design and construction budget recommendations.

(c) Stakeholder engagement: meet with staff from the Town’s departments and the Utah Department of Transportation and appear at Alta Town Council meetings as appropriate to support facility programming decision and present final deliverables.

(d) Facility programming decision: facilitate a process for the Town to determine a preferred program for new facilities and renovations to existing facilities, if applicable.

(e) Town Office Accessibility/ADA Site Assessment: conduct tasks necessary or appropriate to provide year-round, ADA accessibility to and within the Town Office building.

(f) Schematic Design: Prepare a design product for a new facility and any major renovations to existing facilities sufficient for the Town to enter into a complete design process.

(g) Construction Budget Estimate: develop an opinion of probable costs or construction budget estimate sufficient for the Town to determine project funding sources.

(h) Future Process Recommendations: provide advice and guidance to the Town for additional tasks necessary to implement a project on topics such as project management, contracting, etc.

4. Schedule.

At a minimum, the Town anticipates the following schedule for the Project:

Deadline for Questions September 30, 2026

5. Proposal Requirements.

Proposals must be submitted by the deadline listed above and include the following:

(a) Statement of Project Understanding: Provide a letter or memorandum describing Respondent’s understanding of the project and the Town’s needs.

(b) Firm Qualifications and Relevant Experience: Describe qualifications and experience with similar projects. Include references and contact information for at least three comparable projects.

(c) Project Team: Identify all personnel assigned to the Project in an organizational chart format. Include resumes for key personnel and a statement confirming that key personnel will not be substituted without the Town’s prior written consent.

(d) Proposed Approach: Describe in detail the methodology and approach for completing the Project.

(e) Project Schedule: Provide a timeline for completion of the Project.

(f) Actions: Summarize any disciplinary actions, lawsuits, or similar proceedings involving the proposer or related entities within the past three years.

(g) Length: Proposal shall not exceed 30 pages or 20 megabytes (MB) in size.

All proposals become the property of the Town. Any proprietary information must be clearly marked. The Town may release any information not marked as proprietary following execution of a contract for services.

6. Evaluation Criteria and Selection Process.

A selection committee will review and rank proposals based on firm qualifications and relevant experience, project team and assigned personnel, technical ability to meet the scope of work, project schedule, and references.

7. Evaluation, Scoring, and Selection The Town will select the respondent whose proposal is determined to be the most advantageous to the Town. The highest scoring proposal will be awarded the solicitation.

(a) Scoring Methodology – score will be assigned as follows:

· Five (5) Points = Superior and excellent response

· Four (4) Points = Above average, exceed minimum requirement

· Three (3) Points = Average, meets minimum requirement

· Two (2) Points = Fair, only partially responsive

· One (1) Point = Poor, inadequate, fails to meet requirement

· Zero (0) Points = Failure, No Response

(b) Multiplication Factors (or Weighting):

· Each scored line item will be multiplied by weighted importance factors as shown. The scoring will be multiplied by the weighted importance factor to give the total points for that line item.

i.

Technical Scoring

Total Possible Points

8. Terms of Contract.

The successful applicant must enter into a written agreement with the Town. All contract provisions will comply with applicable laws, rules, and regulations.

9. Suspension of Process, etc.

The Town reserves the right to reject any and all proposals, waive requirements, or cancel the award if in the Town’s best interest. The Town shall have no liability for cancellation or for costs associated with proposal preparation. The award of this contract may be subject to approval by the Alta Town Council.

10. Additional Considerations

(a) Public Records. All responses, inquiries, and correspondence relating to this RFP and all reports, charts, displays, schedules, exhibits, and other documentation produced by Consultant that is submitted to the Town, as part of the proposal or otherwise may be considered public information under applicable law, including but not limited to the Government Records Access and Management Act, Title 63G, Chapter 2, Utah Code Annotated (“GRAMA”). The Town generally considers proposals and all accompanying material to be public and subject to disclosure including the subsequent contract that may be executed between the Town and Respondent.

(b) Proprietary Material. Any material considered by a Consultant to be proprietary must be accompanied by a written claim of confidentiality and a concise written statement of reasons supporting the claim. Blanket claims that the entire RFP is confidential will be denied. The Town cannot guarantee that any information will be held confidential. Under Utah Code Ann. Section 63G-2-309 of GRAMA, if a Consultant makes a claim of confidentiality, the Town, upon receipt of a request for disclosure, will determine whether the material should be classified as public or protected, and will notify Consultant of such determination. Consultant is entitled under GRAMA to appeal an adverse determination. The Town is not obligated to notify the Consultant of a request, and will not consider a claim of confidentiality, unless the Respondent’s claim of confidentiality is made in a timely basis and in accordance with GRAMA.

(c) Failure to Read. Failure to read the Request for Proposals and these instructions will be at a Respondent’s own risk.

(d) Cost of Developing Qualifications/Proposals. All costs related to the preparation of the qualifications/proposals and any related activities are the sole responsibility of the Respondent. The Town assumes no liability for any costs incurred by Consultant(s) throughout the entire selection process, including prior to selection and issuance of a contract.

(e) Discussions with Respondents. The Town reserves the right to enter into discussions with the Consultant(s) determined to be reasonably susceptible of being selected for award, or to enter into exclusive discussions with a Consultant whose proposal is deemed most advantageous, whichever is in the Town’s best interest, for the purpose of negotiation. If exclusive negotiations are conducted and an agreement is not reached, the Town reserves the right to enter into negotiations with the next highest ranked Consultant without the need to repeat the formal solicitation process.

(f) Equal Opportunity. The Town will make every effort to ensure that all Respondents are treated fairly and equally throughout the entire advertisement, review, and selection process. The procedures established herein are designed to give all parties reasonable access to the same basic information. The Town’s policy, subject to federal, State, and local procurement laws, is to provide reasonable attempts to support each Respondent’s business by purchasing goods and services through local Respondents and service Consultants.

(g) Proposal Ownership. All proposals, including attachments, supplementary materials, addenda, etc., shall become the property of the Town and will not be returned to each Respondent.

(h) Final Authorization. The Town intends to eventually contract with the Consultant whose proposal is deemed most advantageous in experience, qualifications, price, and other factors considered in accordance with the weighted decision matrix described above. The Town does not necessarily intend to award a contract solely on the basis of any response made to this request or otherwise pay for any information solicited or obtained during the RFQ process. After the evaluation and final scoring of proposals is completed, the Town shall award the contract as soon as practicable (subject to the requirements of Utah Code Section 63G-6a-707(10)) to the eligible responsive and responsible Consultant, subject to Utah Code Section 63G-6a-902

(i) Rejection of Proposals. The Town reserves the right to reject any or all proposals received and disqualify incomplete or late proposals. Proposals lacking required information will not be considered. Furthermore, the Town shall have the right to waive any informality or technicality in proposals received when in the best interest of the Town. No proposal shall be accepted from, or contract awarded to, any person, firm or corporation that is in arrears to the Town for any obligation. Consultant may be required to submit satisfactory evidence that they have the necessary financial resources to perform and complete the work outlined in this RFP.

(j) Town of Alta’s Best Interest. The Town reserves the right to take any steps deemed necessary to act in the Town’s best interest.

11. Insurance Requirements.

The contracting party must maintain insurance against claims for injury to persons or property damage arising from the work hereunder by the contracting party, their agents, representatives, employees or subcontractors. Proposals shall include proof of insurance.

12. Proposal Submission Instructions.

(a) Submit proposals to U3P-Bonfire in PDF format (≤20 MB) by 5:00pm (MST) on October 6, 2026.

(b) All questions shall be submitted in writing no later than: September 30, 2026 @ 4:00 PM via the U3P-Bonfire portal

(c) Late responses will not be accepted.

(d) Do not include links to external websites.

Attachment A

Sample Design Professionals Service Agreement

DESIGN PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT is entered into this ______ day of _______, 20__ between the Town of Alta, a Utah municipal corporation, (“Town”), and XXX a Utah Limited Liability Corporation (“Design Professional”), and collectively, the “Parties.”

RECITALS:

WHEREAS, Town desires to have certain services and tasks performed as set forth below requiring specialized skills and other supportive capabilities;

WHEREAS, Design Professional has experience in providing XXX services.

WHEREAS, Town does not have sufficient resources to provide such services; and WHEREAS, the Utah State Code Section 13-8-7 has specific requirements when a governmental entity contracts with a Design Professional which includes architects, professional engineers and land surveyors and landscape architects;

WHEREAS, Design Professional represents that the Design Professional is qualified and possesses sufficient skills and the necessary capabilities, including technical and professional expertise, where required, to perform the services and/or tasks set forth in this Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, the Parties hereto agree as follows:

SCOPE OF SERVICES.

The Design Professional shall perform such services and accomplish such tasks, including the furnishing of all materials and equipment necessary for full performance thereof, as are identified and designated as Design Professional responsibilities throughout this Agreement and as set forth in the “Scope of Services” attached hereto as “Exhibit A” and incorporated herein (the “Project”).

FEES FOR SERVICES.

1. Payments for services provided hereunder shall be made monthly following the performance of such services. Design Professional shall provide an invoice for services rendered during that period. Town shall make payment to the Design Professional within thirty (30) days thereafter. No payment shall be made for any service rendered by Design Professional except for services identified and set forth in this Agreement. For all “extra” work Town requires and is approved by Town, Town shall pay Design Professional at a rate as outlined in Design Professional’s proposal.

Design Professional specifically agrees to pay any applicable fees or charges which may be due on account of this Agreement.

Design Professional acknowledges that the continuation of this Agreement after the end of the Town’s fiscal year is specifically subject to the Town Council’s approval of the annual budget.

TERM.

The term of this Agreement shall commence on [XXXXXXXX] and shall terminate on [XXX, 20XX] unless earlier terminated in accordance with the Termination Section below, subject to an annual evaluation by the Town of Alta. This agreement may be renewed upon mutual written consent of the Parties.

RECORDS AND INSPECTIONS.

1. Design Professional shall maintain records, documents, reports, data, information, and other material with respect to matters covered, directly or indirectly, by this Agreement for six (6) years after expiration of the Agreement.

The Town is subject to the requirements of the Government Records Access and Management Act, Chapter 2, Title 63G, Utah Code Annotated, 1953, as amended (“GRAMA”). All materials submitted by Design Professional pursuant to this Agreement are subject to disclosure unless such materials are exempt from disclosure pursuant to GRAMA. The burden of claiming and exemption form disclosure rests solely with Design Professional. Any materials for which Design Professional claims a privilege from disclosure based on business confidentiality shall be submitted marked as “confidential - business confidentiality” and accompanied by a concise statement from Design Professional of reasons supporting its claim of business confidentiality. Generally, GRAMA only protects against the disclosure of trade secrets or commercial information that could reasonably be expected to result in unfair competitive injury. The Town will make reasonable efforts to notify Design Professional of any requests made for disclosure of documents submitted under a claim of confidentiality. Design Professional specifically waives any claims against the Town related to any disclosure of materials pursuant to GRAMA.

INDEPENDENT CONTRACTOR RELATIONSHIP.

1. The Parties intend that an independent contractor relationship will be created by this Agreement. No agent, employee, or representative of Design Professional shall be deemed to be an employee, agent, or representative of Town for any purpose, and the employees of Design Professional are not entitled to any of the benefits Town provides for its employees. Design Professional will be solely and entirely responsible for its acts and for the acts of its agents, employees, subcontractors or representatives during the performance of this Agreement.

In the performance of the services herein contemplated Design Professional is an independent contractor 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 Town and shall be subject to Town’s general rights of inspection and review to secure the satisfactory completion thereof.

DESIGN PROFESSIONAL EMPLOYEE/AGENTS.

The Town may at its sole discretion require the Design Professional to remove an employee(s), agent(s), or representative(s) from employment on this Project. The Design Professional may, however, employ that/those individuals(s) on other non-Town related projects.

HOLD HARMLESS INDEMNIFICATION.

1. The Design Professional shall indemnify and hold the Town and its agents, employees, and officers, harmless from any and all liability for damages, including claims, demands, suits, at law or equity, actions, penalties, losses, damages, or costs, of whatsoever kind or nature, brought against the Town arising out of, in connection with, or incident to (1) the Design Professional’s breach of contract, negligence, recklessness, or intentional misconduct; or (2) the Design Professional’s subconsultant’s or subcontractor’s negligence.

The Design Professional shall also reimburse the Town, including its agents, employees, and officers, and any other person for attorney fees or other costs incurred by the person in defending against a claim alleging liability for damages to the extent the attorney fees or costs were incurred due to (1) the Design Professional’s breach of contract, negligence, recklessness, or intentional misconduct; or (2) the Design Professional’s subconsultant’s or subcontractor’s negligence.

If such claims are caused by or result from the concurrent negligence of the Town, its agents, employees, and officers, this indemnity provision shall be valid and enforceable to the extent of the Design Professional’s breach of contract, negligence, recklessness, or intentional misconduct; or the Design Professional’s subconsultant’s or subcontractor’s negligence.

The Design Professional expressly agrees that the indemnification provided herein constitutes the Design Professional’s limited waiver of immunity as an employer under Utah Code Section 34A-2-105; provided, however, this waiver shall apply only to the extent an employee of Design Professional claims or recovers compensation from the Town for a loss or injury that Design Professional would be obligated to indemnify the Town for under this Agreement. This limited waiver has been mutually negotiated by the Parties, and is expressly made effective only for the purposes of this Agreement.

Further, nothing herein shall require the Design Professional to hold harmless, defend, or reimburse the Town, its agents, employees and/or officers from any claims arising from the sole negligence of the Town, its agents, employees, and/or officers.

The Design Professional is required to maintain and to provide a standard of care consistent with other Design Professionals with the same or similar professional license, who normally provide projects, work, and/or services as is established in this Agreement in the State of Utah. Accordingly, if the nature of the project, work, and/or services established in this Agreement requires specialized design expertise, the Design Professional is required to provide services consistent with the specialized design expertise established in this Agreement.

No liability shall attach to the Town by reason of entering into this Agreement except as expressly provided herein.

The provisions of this section shall survive the expiration or termination of this Agreement.

INSURANCE.

Design Professional shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Design Professional, their agents, representatives, employees, or subcontractors. Design Professional shall provide a Certificate of Insurance evidencing:

1. General Liability insurance written on an occurrence basis with limits no less than One Million Dollars ($1,000,000) combined single limit per occurrence and Three Million Dollars ($3,000,000) aggregate for personal injury, bodily injury and property damage.

Automobile Liability insurance with limits no less than Two Million Dollars ($2,000,000) combined single limit per accident for bodily injury and property damage.

Professional Liability (Errors and Omissions) insurance with annual limits no less than One Million Dollars ($1,000,000) per occurrence. If written on a claims-made basis, Design Professional warrants that the retroactive date applicable to coverage precedes the effective date of this agreement; 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 agreement is complete.

Workers Compensation insurance limits written as follows:

Bodily Injury by Accident Five Hundred Thousand Dollars ($500,000) each accident; Bodily Injury by Disease Five Hundred Thousand Dollars ($500,000) each employee, Five Hundred Thousand Dollar ($500,000) policy limit or a valid waiver of workers’ compensation coverage as permitted under Utah Code § 34A-2-1001 et seq.

Town shall be named as an additional insured on general liability and auto liability insurance policies, with respect to work performed by or on behalf of Design Professional and a copy of the endorsement naming Town 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, Design Professional shall deliver notice to Town within thirty (30) days of cancellation. Town reserves the right to request certified copies of any required policies.

Design Professional’s insurance 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.

TREATMENT OF ASSETS.

Title to all property furnished by Town shall remain in the name of Town and Town shall become the owner of the work product and other documents, if any, prepared by Design Professional pursuant to this Agreement.

COMPLIANCE WITH LAWS AND WARRANTIES.

1. Design Professional, in the performance of this Agreement, shall comply with all applicable federal, state, and local laws and ordinances, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of services including but not limited to the status verify system requirements, also known as E-Verify, for contractors and the physical performance of services within Utah as required by Utah Code Ann. § 63G-12-101 et seq.

Design Professional shall be solely responsible to Town for the quality of all services performed by its employees or subcontractors under this Agreement. Design Professional hereby warrants that the services performed by its employees or sub-contractors will be performed in a professional manner, substantially in conformance with the standard of care observed by similarly situated companies providing services under similar conditions.

ASSIGNMENTS/SUBCONTRACTING.

Design Professional shall not assign or delegate its performance under this Agreement or any portion of this Agreement without the written consent of Town. Town reserves the right to reject without cause any such assignment. Any assignment made without the prior express consent of Town, as required by this part, shall be deemed null and void.

CHANGES/AMENDMENTS.

Either party may request changes to the scope of services and performance to be provided hereunder, however, no change or addition to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and signed by both Parties. Such amendments shall be attached to and made part of this Agreement.

PROHIBITED INTEREST, NO THIRD-PARTY RIGHTS AND NO GRATUITY TO TOWN EMPLOYEES.

1. No member, officer, or employee of Town shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. Nothing herein is intended to confer rights of any kind in any third party. No Town employee who has procurement decision making authority and is engaged in the procurement process, or the process of administering a contract may knowingly receive anything of value including but not limited to gifts, meals, lodging or travel from anyone that is seeking or has a contract with Town.

Design Professional agrees that it is not, and during the term of this Agreement shall not be, engaged or employed in any business, trade, profession, or other activity that would create a conflict of interest with Alta. If any actual or potential conflict arises during the term of this Agreement, Design Professional shall immediately notify Alta in writing. Design Professional shall attempt to avoid all conflicts of interest with other clients or employers. Design Professional represents and certifies that it has not offered or given any gift or compensation prohibited by law to any officer or employee of Alta to secure favorable treatment with respect to being awarded this Agreement. Design Professional shall comply in all respects with the Utah Municipal Officers’ and Employees’ Ethics Act (Utah Code § 10-3-1301 et seq).

TERMINATION.

1. Either party may terminate this Agreement, in whole or in part, at any time, by at least thirty (30) days' written notice to the other party. Design Professional shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. Design Professional shall promptly submit a termination claim to Town. If Design Professional has any property in its possession belonging to Town, Design Professional will account for the same and dispose of it in a manner directed by Town.

If Design Professional fails to perform in the manner called for in this Agreement, or if Design Professional fails to comply with any other provisions of the Agreement and fails to correct such noncompliance within three (3) days’ written notice thereof, Town may immediately terminate this Agreement for cause. Termination shall be effected by serving a notice of termination on Design Professional setting forth the manner in which Design Professional is in default. Design Professional will only be paid for services performed in accordance with the manner of performance set forth in this Agreement.

NOTICE.

Notice provided for in this Agreement shall be sent by email or certified mail to the addresses designated for the Parties as set forth below. If a party sending an email notice receives a machine-generated message that delivery has failed, for that notice to be valid, the sender must send the Notice by certified mail. Notice is effective upon the date it was sent, except that a notice of termination pursuant failure to comply with this Agreement is effective upon receipt. All reference to “days” in this Agreement shall mean calendar days.

Attn: Chris Cawley, Town Manager PO Box 8016 Alta, Utah 84092 ccawley@townofalta.utah.gov

Peak Law 395 Crestview Drive Park City, UT 84098 Polly@Peaklaw.net

XXX

XXX

XXX

ATTORNEYS FEES AND COSTS.

If any legal proceeding is brought for the enforcement of this Agreement, or because of a dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover from the other party, in addition to any other relief to which such party may be entitled, reasonable attorney’s fees and other costs incurred in connection with that action or proceeding.

JURISDICTION, VENUE AND APPLICABLE LAW.

Claims, disputes and other issues between the Parties arising out of or related to this Agreement shall be decided in the Third Judicial District Court in and for Salt Lake County. The provisions hereof shall be governed by and construed in accordance with the laws of the State of Utah.

SEVERABILITY AND NON-WAIVER.

1. If, for any reason, any part, term, or provision of this Agreement is held by a court of the United States to be illegal, void or unenforceable, the validity of the remaining provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid.

If it should appear that any provision hereof is in conflict with any statutory provision of the State of Utah, said provision which may conflict therewith shall be deemed inoperative and null and void insofar as it may be in conflict therewith, and shall be deemed modified to conform in such statutory provisions.

It is agreed by the Parties that the forgiveness of the non-performance of any provision of this Agreement does not constitute a subsequent waiver of the provisions of this Agreement. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

ENTIRE AGREEMENT.

The Parties agree that this Agreement is the complete expression of the terms hereto and any oral representations or understandings not incorporated herein are excluded. Further, any modification of this Agreement shall be in writing and signed by both Parties. Failure to comply with any of the provisions stated herein shall constitute material breach of contract and cause for termination. Both Parties recognize time is of the essence in the performance of the provisions of this Agreement.

***SIGNATURES ON FOLLOWING PAGE***

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed the day and year first written above.

Chris Cawley, Town Manager

Attest:

Jen Clancy, Town Clerk

Approved as to Form:

Polly McLean, Town Attorney

Design Professional: XX

Signature

Name

Title

Exhibit A Scope of Services

Exhibit B Schedule of Hourly Fees image1.jpg