1-2026 RFP packet.2.docx

Attachment A

REQUEST FOR PROPOSAL

Appeal Authority for Kane County Land Use Authority/Planning Commission

PURPOSE OF REQUEST FOR PROPOSAL

The purpose of this request for proposal (RFP) is to enter into a contract with a qualified independent firm or (contractor) to provide appeal authority services. It is anticipated that this RFP may result in a contract award to a single contractor/firm.

This RFP is designed to provide interested offerors with sufficient basic information to submit proposals meeting minimum requirements, but is not intended to limit a proposal's content or exclude any relevant or essential data. Offerors are at liberty and are encouraged to expand upon the specifications to evidence service capability under any agreement.

BACKGROUND

Kane County is required by law, Utah Code Title 17, Chapter 79, Part 10 (17-79-1001-1010) to provide an Appeal Authority:

Effective 5/6/2026 17-79-1001. Appeal authority required -- Condition precedent to judicial review -- Appeal authority duties.

Amended by Chapter 166, 2026 General

SUBMITTING YOUR PROPOSAL

NOTICE: By submitting a proposal in response to this RFP, the offeror is acknowledging that the requirements, scope of work, and evaluation process outlined in the RFP are fair, equitable, not unduly restrictive, understood and agreed to. Any exceptions to the content of the RFP must be protested to the Entity prior to the closing date and time for submission of the proposal.

Proposals must be received by the submission deadline of Friday, July 17, 2026 no later than 3:00 p.m. MDT. Proposals received after the deadline will be late and ineligible for consideration. Any questions regarding the solicitation or project must be submitted in writing to Kresta Blomquist at klblomquist@kane.utah.gov no later than Monday, July 13, 2026 at 3:00 PM.

The preferred method of submitting your proposal is three hard copies mailed to:

76 N. Main Street, Kanab, Utah 84741 smcbride@kane.utah.gov Selection of the Contractor will be made by July 28th, 2026 and all offerors submitting proposals will be notified immediately as to the selection results.

LENGTH OF CONTRACT

The Appeal Authority contract resulting from this RFP will cover the years from August 01, 2026 through December 31, 2031.

The Entity reserves the right to review the contract on a regular basis regarding performance and cost analysis and may negotiate price and service elements during the term of the contract.

STANDARD CONTRACT TERMS AND CONDITIONS

Any contract resulting from this RFP will include but not be limited to the Standard Terms and Conditions (see Attachment A). Exceptions and or additions to the Standard Terms and Conditions are strongly discouraged.

Exceptions and additions to the Standard Terms and Conditions must be submitted with the proposal response. Exceptions, additions, service level agreements, etc. submitted after the date and time for receipt of proposals will not be considered. Website URLs, or information on website URLs must not be requested in the RFP document and must not be submitted with a proposal. URLs provided with a proposal may result in that proposal being rejected as non-responsive. URLs are also prohibited from any language included in the final contract document.

The Entity retains the right to refuse to negotiate on exceptions should the exceptions be excessive or not in the best interest of the Entity, or if the negotiations could result in excessive costs to the Entity or could adversely impact existing time constraints.

Wherever the following terms appear in this solicitation or reference is made to them, they shall be interpreted according to the section of Utah Code indicated: bid, bidder, or quote as defined in 63G-6a-103(5 & 6); RFP, or Request for Proposals, as defined in 63G-6a-103(73 & 74). The procurement shall be conducted subject to the provisions of Utah Code 63G-6a-701-707.5.

DISCUSSIONS WITH OFFERORS (ORAL PRESENTATION)

An oral presentation by an offeror to clarify a proposal may be required at the sole discretion of the Entity. However, the Entity may award a contract based on the initial proposals received without discussion with the offeror. If oral presentations are required, they will be scheduled after the submission of proposals. Oral presentations will be made at the offerors’ expense.

PROTECTED INFORMATION

The Government Records Access and Management Act (GRAMA), Utah Code, Subsection 63G-2-305, provides in part that:

The following records are protected if properly classified by a government entity:

(6) records, the disclosure of which would impair governmental procurement proceedings or give an unfair advantage to any person proposing to enter into a contract or agreement with a governmental entity, except . . . that this Subsection (6) does not restrict the right of a person to see bids submitted to or by a governmental entity after bidding has closed;

GRAMA provides that trade secrets, commercial information or non-individual financial information may be protected by submitting a Claim of Business Confidentiality.

To protect information under a Claim of Business Confidentiality, the offeror must:

1. Provide a written Claim of Business Confidentiality at the time the information (proposal) is provided to the Entity,

2. Include a concise statement of reasons supporting the Claim of Business Confidentiality (Subsection 63G-2-309(1)), and

3. Submit an electronic “redacted” (excluding protected information) copy of your proposal response. Copy must clearly be marked “Redacted Version.”

A Claim of Business Confidentiality may be appropriate for information such as client lists and non-public financial statements. Pricing and service elements may not be protected. The Claim of Business Confidentiality must be submitted with your proposal.

See Attachment A.

An entire proposal cannot be identified as “PROTECTED”, “CONFIDENTIAL” or “PROPRIETARY” and may be considered non-responsive if marked as such.

All materials submitted become the property of the Entity, Kane County. Materials may be evaluated by anyone designated by the Entity as part of the proposal evaluation committee. Materials submitted may be returned only at the Entity’s option.

DETAILED SCOPE OF WORK

(iii) appeals from a fee charged in accordance with Section 17-79-802.

(ii) the appellant filed the appeal on or before June 30, 2026.

(2) As a condition precedent to judicial review, each adversely affected party or land use applicant shall timely and specifically challenge a land use authority's land use decision, in accordance with local ordinance.

(4) By ordinance, a county may:

(c) convene only if a quorum of the members of the board, body, or panel is present; and

(d) act only upon the vote of a majority of the convened members of the board, body, or panel.

B. REPORTING REQUIREMENTS

Effective 5/6/2026 17-79-1007. Scope of review of factual matters on appeal -- Appeal authority requirements.

(1) A county may, by ordinance, designate the scope of review of factual matters for appeals of land use authority decisions.

(2) If the county fails to designate a scope of review of factual matters, the appeal authority shall review the factual matters de novo, without deference to the land use authority's determination of the factual matters.

(3) If the scope of review of factual matters is on the record, the appeal authority shall determine whether the record on appeal includes substantial evidence for each essential finding of fact.

(b) interpret and apply a land use regulation to favor a land use application unless the land use regulation plainly restricts the land use application.

(5) (a) An appeal authority's land use decision is a quasi-judicial act.

(ii) the appellant filed the appeal on or before June 30, 2026.

(6) Only a decision in which a land use authority has applied a land use regulation to a particular land use application, person, or parcel may be appealed to an appeal authority.

C. Reporting Deadlines –17-79-1004

(1) The county shall enact an ordinance establishing a reasonable time of not less than 10 days to appeal to an appeal authority a written decision issued by a land use authority.

17-79-1008. Final decision.

(1) A decision of an appeal authority takes effect on the date when the appeal authority issues a written decision, or as otherwise provided by local ordinance.

(2) A written decision, or other event as provided by ordinance, constitutes a final decision under Subsection 17-79-1009(2)(a) or a final action under Subsection 17-79-1009(4).

PROPOSAL REQUIREMENTS

Interested offerors should include the following information in their proposal to perform the Appeal Authority requirements.

A. Profile of the Firm or Individual Provide general background information which includes:

Submit a general work plan to accomplish the scope defined in these guidelines. The work plan should demonstrate the offeror's understanding of the appeal authority requirements and the variance requirements and procedures to be applied in completing the appeal. The plan should detail the expected number of variance hours for the final variance/outcome/decision. The plan should also identify the breakdown of total hours between staff, in-charges, and higher levels. The planned use of specialists, if any, should also be specified.

D. Time Requirements Detail how the reporting deadline requirements of the variance/appeal will be met.

E. Comprehensive Not-To-Exceed Fee Supply the billing rates, estimated number of billable hours, other billable expenses and a comprehensive "not-to-exceed" fee for the appeal/variance process, inclusive of travel, per diem and all other out-of-pocket expenses. The not-to-exceed fee information requested above should be provided as a separate amount.

CONTRACTUAL ARRANGEMENTS

EVALUATION OF PROPOSALS

The criteria listed below will be considered when making an evaluation of the proposals.

Right to Reject – The Entity reserves the right to reject any and all proposals submitted and to request additional information from all offerors. Any contract awarded will be made to the offeror who, based on evaluation of all responses (applying all criteria and oral interviews if necessary), is determined to be the best to perform the audit.

ADDITIONAL INFORMATION: All ordinances will be attached the RFP Request for reference.

ATTACHMENT A: KANE COUNTY, UTAH STANDARD TERMS AND CONDITIONS

FOR PROFESSIONAL SERVICES

1. AUTHORITY: Provisions of this contract (“Contract”) are pursuant to the authority set forth in the State of Utah], and related statutes which permit the Entity to purchase certain specified services, and other approved purchases for the Entity.

2. CONTRACT JURISDICTION, CHOICE OF LAW, AND VENUE: The provisions of this Contract shall be governed by the laws of the State of Utah and Kane County policies. The parties will submit to the jurisdiction of the courts of the State of Utah for any dispute arising out of this Contract or the breach thereof. Venue shall be in Kanab, Utah.

3. LAWS AND REGULATIONS: The person or entity contracting with the Entity under this Contract (“Contractor”) and any and all supplies, services, equipment, and construction furnished under this Contract will comply fully with all applicable Federal, and State, and local laws, codes, rules, regulations, and ordinances, including applicable licensure and certification requirements.

4. RECORDS ADMINISTRATION: The Contractor shall maintain, or supervise the maintenance of, all records necessary to properly account for the payments made to the Contractor for costs authorized by this Contract. These records shall be retained by the Contractor for at least five years after the Contract terminates, or until all engagements initiated within the five years, have been completed, whichever is later. The Contractor agrees to allow State and Federal auditors, and Entity staff, access to all the records to this Contract, for audit and inspection, and monitoring of services. Such access will be during normal business hours, or by appointment. Furthermore, the AICPA and the Office of the Utah State Auditor require all engagement documentation to be retained for at least five years after the report release date.

5. TIME: The Contractor shall complete the scope of services work in a manner to achieve any milestones identified in the procurement documents related to this Contract and the attachments to this Contract. The full scope of services work shall be completed by any applicable deadline stated in the solicitation.

6. TIME IS OF THE ESSENCE: For all work and services under this Contract, time is of the essence and Contractor shall be liable for all damages to the Entity and anyone for whom the Entity may be liable, as a result of the failure to timely complete the scope of work required under this Contract.

7. PAYMENT:

7.1 Payments are normally made within 30 days following the date the order is delivered or the date a correct invoice is received, whichever is later. After 60 days from the date a correct invoice is received by the appropriate Entity official, the Contractor may assess interest on overdue, undisputed account charges up to a maximum of the interest rate paid by the IRS on taxpayer refund claims, plus two percent, computed similarly as the requirements of Utah Code Section 15-6-3. The IRS interest rate is adjusted quarterly, and is applied on a per annum basis, on the invoice amount that is overdue.

7.2 The contract total may be changed only by written amendment executed by authorized personnel of the parties. Unless otherwise stated in the Contract, all payments to the Contractor will be remitted by mail, electronic funds transfer, or the Entity’s purchasing card (major credit card).

7.3 The acceptance by the Contractor of final payment without a written protest filed with the Entity within 10 working days of receipt of final payment shall release the Entity from all claims and all liability to the Contractor for fees and costs of the performance of the services pursuant to this Contract.

8. PROMPT PAYMENT DISCOUNT: Offeror may quote a prompt payment discount based upon early payment; however, discounts offered for less than 30 days will not be considered in making the award. Contractor shall list Payment Discount Terms on invoices. The prompt payment discount will apply to payments made with purchasing cards and checks. The date from which discount time is calculated will be the date a correct invoice is received or receipt of shipment, whichever is later; except that if testing is performed, the date will be the date of acceptance of the merchandise.

9. CHANGES IN SCOPE: Any changes in the scope of the services to be performed under this Contract shall be in the form of a written amendment to this Contract, mutually agreed to and signed by duly authorized representatives of both parties, specifying any such changes, fee adjustments, any adjustment in time of performance, or any other significant factors arising from the changes in the scope of services.

10. DOCUMENT OWNERSHIP: Contractor agrees that any work/services and all Deliverables prepared for Entity, to the extent to which it is eligible under copyright law in any county, shall be deemed a work made for hire, such that all right, title and interest in the work and Deliverables reside with the Entity. To the extent any work or Deliverable is deemed not to be, for any reason whatsoever, work made for hire, Contractor agrees to assign and hereby assigns all right, title, and interest, including but not limited to, copyright, patent, trademark, and trade secret, to such work and Deliverables, and all extensions and renewals thereof, to the Entity. Contractor further agrees to provide all assistance reasonably requested by Entity in the establishment, preservation and enforcement of its rights in such work and deliverables, or subsequent amendments or modifications to such work and deliverables, without any additional compensation to Contractor. Contractor agrees to waive, and hereby, to the extent permissible, waives, all rights relating to such work and deliverables, or subsequent amendments or modifications to such work and deliverables, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use.

11. CERTIFY REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION SYSTEM”: The Status Verification System, also referred to as “E-verify,” only applies to contracts issued through a Request for Proposal process, and to sole sources that are included within a Request for Proposal. It does not apply to other types of procurement processes, including but not limited to Invitation to Bids or to Multiple Stage Bids.

12. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of the Entity, unless disclosure has been made in accordance with Section 67-16-8, Utah Code, as amended. Contractor also represents that it has no conflict of interest in performing the services for the Entity under this Contract, unless such conflict of interest has been disclosed to the Entity and approval to proceed, notwithstanding the conflict, has been obtained from the Entity in writing.

13. CONTRACTOR AN INDEPENDENT CONTRACTOR: The Contractor shall be an independent contractor, and as such, shall have no authorization, express or implied, to bind the Entity to any agreements, settlements, liability, or understanding whatsoever, and agrees not to perform any acts as agent for the Entity, except as herein expressly set forth. Compensation stated herein shall be the total amount payable to the Contractor by the Entity. The Contractor shall be responsible for the payment of all income tax and Social Security amounts due as a result of payments received from the Entity for these Contract services. Persons employed by the Entity and acting under the direction of the Entity shall not be deemed to be employees or agents of the Contractor.

14. INDEMNITY CLAUSE: The Contractor agrees to indemnify, save harmless, and release the Entity, and all its officers, agents, volunteers, and employees from and against any and all claims, loss, damages, injury, liability, suits, and proceedings arising out of the performance of this Contract which are caused in whole or in part by the acts or negligence of (1) the Contractor, (2) the Contractor’s officers, agents, volunteers, or employees, (3) the Contractor’s subcontractors or subconsultants at any tier, or (4) anyone for whom Contractor may be liable but not for claims arising from the Entity's sole negligence. The parties agree that if there are any Limitations of the Contractor’s Liability, including a limitation of liability 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.

15. EMPLOYMENT PRACTICES CLAUSE: The Contractor agrees to abide by the provisions of Title VI and VII of the Civil Rights Act of 1964 (42 USC 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; and further agrees to abide by Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex; 45 CFR 90 which prohibits discrimination on the basis of age; and Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990 which prohibits discrimination on the basis of disabilities. Also, the Contractor agrees to abide by Utah's Executive Order, dated December 13, 2006, which prohibits sexual harassment in the work place. Contractor also agrees to abide by any laws and policies of the State of Utah and of the Entity regarding any of the above-mentioned prohibitions in this paragraph.

16. PERFORMANCE EVALUATION: The Entity or the Office of the Utah State Auditor may conduct a performance evaluation of the Contractor’s services, including specific personnel of the Contractor. References in the Contract to Contractor shall include Contractor, Contractor’s subcontractors, or subconsultants at any tier, if any. Results of any evaluation will be made available to the Contractor.

17. WAIVERS: No waiver by the Entity or Contractor of any default shall constitute a waiver of the same default at a later time or of a different default.

18. SEPARABILITY CLAUSE: A declaration by any court, or any other binding legal authority, that any provision of this Contract is illegal and void shall not affect the legality and enforceability of any other provision of this Contract, unless the provisions are mutually dependent.

19. RENEGOTIATION OR MODIFICATIONS: This Contract may be amended, modified, or supplemented only by written amendment to this Contract, executed by authorized persons of the parties hereto, and attached to the original signed copy of this Contract. Automatic renewals will not apply to this Contract.

20. SUSPENSION/DEBARMENT: The Contractor certifies that neither it nor its principals are presently or have ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (Contract), by any governmental department or agency in the United States, including any federal, state or local agency. If the Contractor cannot certify this statement, attach a written explanation for review by the Entity. The Contractor must notify the Entity within 30 days if suspended or debarred by any governmental entity during the Contract period.

21. TERMINATION:

21.1 This Contract may be terminated, with cause by either party, in advance of the specified termination date, upon written notice being given by the other party. The party in violation will be given 10 working days after notification to correct and cease the violations, after which this Contract may be terminated for cause. This Contract may be terminated without cause, in advance of the specified expiration date, by either party, upon 60 days prior written notice being given to the other party. On termination of this Contract, all accounts and payments will be processed according to the financial arrangements set forth herein for approved services rendered to date of termination.

21.2 In the event of such termination, the Contractor shall be compensated for services properly performed under this Contract up to the effective date of the notice of termination. The Contractor agrees that in the event of such termination for cause or without cause, Contractor’s sole remedy and monetary recovery from the Entity is limited to full payment for all work properly performed as authorized under this Contract up to the date of termination as well as any reasonable monies owed as a result of the Contractor having to terminate contracts necessarily and appropriately entered into by the Contractor pursuant to this Contract. Contractor further acknowledges that in the event of such termination, all work product, which includes but is not limited to all manuals, forms, contracts, schedules, reports, and any and all documents produced by Contractor under this Contract up to the date of termination are the property of the Entity and shall be promptly delivered to the Entity.

22. INSURANCE:

22.1 To protect against liability, loss and/or expense in connection with the performance of services described under this Contract, the Contractor shall obtain and maintain in force during the entire period of this Contract without interruption, at its own expense, insurance as listed below from insurance companies authorized to do business in the State of Utah. If the solicitation document has qualification requirements for the financial stability of the insurance company, these requirements must be met.

22.3 Any type of insurance or any increase of limits of liability not described in this Contract which the Contractor requires for its own protection or on account of any statute, rule, or regulation shall be its own responsibility, and shall be provided at Contractor’s own expense.

22.4 The carrying of insurance required by this Contract shall not be interpreted as relieving the Contractor of any other responsibility or liability under this Contract or any applicable law, statute, rule, regulation, or order.

23. STANDARD OF CARE: The services of Contractor and its subcontractors and subconsultants at any tier, if any, shall be performed in accordance with the standard of care exercised by licensed members of their respective professions having substantial experience providing similar services which similarities include the type, magnitude and complexity of the services that are the subject of this Contract. The Contractor shall be liable to the Entity for claims, liabilities, additional burdens, penalties, damages or third party claims (i.e. another Contractor’s claim against the Entity), to the extent caused by wrongful acts, errors or omissions that do not meet this standard of care.

24. REVIEWS, LIMITATIONS: The right of the Entity or the Office of the Utah State Auditor to perform plan checks, plan reviews, other reviews and/or comment upon the services of the Contractor, as well as any approval by the Entity or Office of the Utah State Auditor, shall not be construed as relieving the Contractor from its professional and legal responsibility for services required under this Contract. No review by the Entity or any entity/user, approval or acceptance, or payment for any of the services required under this Contract shall be construed to operate as a waiver by the Entity of any right under this Contract or of any cause of action arising out of the performance or nonperformance of this Contract, and the Contractor shall be and remain liable to the Entity in accordance with applicable law for all damages to the Entity caused by the wrongful acts, errors and/or omissions of the Contractor or its subcontractors or subconsultants at any tier, if any.

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

25.1 Upon 30 days written notice delivered to the Contractor, this contract may be terminated in whole or in part at the sole discretion of the Entity, if the Entity reasonably determines that a change in Federal or State legislation or applicable laws materially affects the ability of either party to perform under the terms of the contract.

25.2 Upon 30 days written notice delivered to the Contractor, this contract may be terminated in whole or in part, or have the services and purchase obligations of the Entity proportionately reduced, at the sole discretion of the Entity, if the Entity reasonably determines that a change in available funds affects the Entity’s ability to pay under the contract. A change of available funds as used in this paragraph, includes, but is not limited to, a change in Federal, State, or local funding, whether as a result of a legislative act or by order of the President, the Governor, or the Entity’s Chief Executive.

25.3 If a notice is delivered under paragraph 1 or 2 of this Section 25 “NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW,” the Entity will reimburse the Contractor for products properly delivered or services properly performed up until the effective date of said notice. The Entity will not be liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of said notice.

25.4 Notwithstanding any other paragraph or provision of this Section 25 “NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW,” if the Entity in said notice to the Contractor indicates that the Contractor is to immediately cease from placing any orders or commitments with suppliers, subcontractor or other third parties, the Contractor shall immediately cease such orders or commitments upon receipt of said notice and the Entity shall not be liable for any such orders or commitments made after the receipt of said notice.

26. SALES TAX EXEMPTION: The Entity’s sales and use tax exemption number is not applicable. The tangible personal property or services being purchased are being paid from Entity funds and used in the exercise of that entity’s essential functions. If the items being purchased are construction materials, they will be converted into real property by employees of this government entity, unless otherwise stated in the Contract.

27. PUBLIC INFORMATION: Contractor agrees that this Contract, related sales orders, and invoices shall be public documents, and shall be available for distribution. Contractor gives the Entity express permission to make copies of this Contract, related sales orders, and invoices in accordance with the State of Utah Government Records Access and Management Act (GRAMA). Except for sections identified in writing and expressly approved by the Entity, Contractor also agrees that the Contractor’s response to the solicitation, if applicable, will be a public document, and copies may be given to the public under GRAMA laws. This permission to make copies as noted will take precedence over any statements of confidentiality, proprietary information, copyright information, or similar notation.

28. PATENTS, COPYRIGHTS, ETC.: The Contractor will release, indemnify and hold the Entity, its officers, agents and employees harmless from liability of any kind or nature, including the Contractor's use of any copyrighted or un-copyrighted composition, secret process, patented or un-patented invention, article or appliance furnished or used in the performance of this Contract.

29. ASSIGNMENT/SUBCONTRACT: Contractor will not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Contract, in whole or in part, without the prior written approval of the Entity.

30. DEFAULT AND REMEDIES:

30.2 Should Contractor be in default under any of the provisions under Subsection 30.1 above, the Entity will issue a written notice of default providing a ten (10) day period in which Contractor will have an opportunity to cure. Time allowed for cure will not diminish or eliminate Contractor's liability for damages. If the default remains after Contractor has been provided the opportunity to cure, the Entity may do one or more of the following: (1) Exercise any remedy provided by law; (2) Terminate this Contract and any related contracts or portions thereof; (3) Impose liquidated damages, if liquidated damages are listed in the Contract; or (4) Suspend Contractor from receiving future solicitations.

31. FORCE MAJEURE: Neither party to this Contract will be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The Entity may terminate this Contract after determining such delay or default will reasonably prevent successful performance of this Contract.

32. PROCUREMENT ETHICS: The Contractor understands that a person who is interested in any way in the sale of any supplies, services, construction, or insurance to the Entity is violating the law if the person gives or offers to give any compensation, gratuity, contribution, loan or reward, or any promise thereof to any person acting as a procurement officer on behalf of the Entity, or who in any official capacity participates in the procurement of such supplies, services, construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or organization (Utah Code Section 63G-6a-2404).

33. CONFLICT OF TERMS: In order for any terms and conditions of the Contractor to apply to this Contract, they must be in writing and attached to this Contract. No other terms and conditions of the Contractor will apply to this Contract, including terms listed or referenced on a contractor’s website, terms listed in a contractor quotation/sales order, etc. In the event of any conflict in the terms and conditions in the Contract, the order of precedence shall be: (1) Attachment A: “ Kane County, Utah” Standard Terms and Conditions for Professional Services; (2) Entity Contract Signature Page(s); (3) Terms and Conditions of the Contractor, if any.

34. ENTIRE CONTRACT: This Contract including all attachments and documents incorporated hereunder, and the related Entity solicitation documents, if any, constitutes the entire Contract between the parties with respect to the subject matter, and supersedes any and all other prior and contemporaneous agreements and understandings between the parties, whether oral or written. The terms of this Contract shall supersede any additional or conflicting terms or provisions that may be set forth or printed on the Contractor’s work plans, cost estimate forms, receiving tickets, invoices, or any other related standard forms or documents of the Contractor that may subsequently be used to implement, record, or invoice services hereunder from time to time, even if such standard forms or documents have been signed or initialed by a representative of the Entity. The parties agree that the terms of this Contract shall prevail in any dispute between the terms of this Contract and the terms printed on any such standard forms or documents, and such standard forms or documents shall not be considered written amendments of this Contract.

35. DISPUTE RESOLUTION: In the event of any dispute under this Contract prior to any filing in any judicial proceedings, the parties agree to participate in good faith in the mediation of the dispute. The Entity, after consultation with the Contractor, may appoint an expert or panel of experts to assist in the resolution of the dispute. If the Entity appoints such an expert or panel, Entity and Contractor agree to cooperate in good faith in providing information and documents to the expert or panel in an effort to resolve the dispute.

(Revision date: 6/26/26)

CLAIM OF BUSINESS CONFIDENTIALITY

Pursuant to Utah Code Annotated, Subsections 63G-2-305(1) and (2), and in accordance with Section 63G-2-309, (company name) asserts a claim of business confidentiality to protect the following information submitted as part of this solicitation. Pricing/Cost Proposals may not be classified as confidential or protected and will be considered public information. An entire proposal cannot be identified as “PROTECTED”, “CONFIDENTIAL” or “PROPRIETARY”.

|_| Non-public financial statements |_| Specific employee name and contact information |_| Specific customer information, client lists, or subscription lists |_| Other (specify):

This claim is asserted because this information requires protection as it includes:

|_| trade secrets as defined in Utah Code Annotated Section 13-24-2 ("Trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy).

|_| commercial information or non-individual financial information obtained from a person if: (a) disclosure of the information could reasonably be expected to result in unfair competitive injury to the person submitting the information or would impair the ability of the governmental entity to obtain necessary information in the future; [and] (b) the person submitting the information has a greater interest in prohibiting access than the public in obtaining access.

This statement of reasons supporting the claim of business confidentiality applies to the following information in this proposal:

Please use additional sheets if needed.

You will be notified if a record claimed to be protected herein under Utah Code Annotated § 63G-2-305(1) or (2) is classified public or if the governmental entity determines that the record should be released after weighing interests under Utah Code Annotated § 63G-2-201(5)(b) or Utah Code Annotated § 63G-2-401(6). See Utah Code Annotated § 63G-2-309.

Signed:

On behalf of (company):

Date:

(Revision 6/4/2015)

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