1-25-53 Solar Lighting IFB.pdf

MURRAY CITY, UTAH

IFB Title: Solar Lighting for Jordan River Parkway

IFB Number: 25-53

Issue Date: Monday January 5, 2026, 3:00 pm MST

Bid Due Date and Time: Tuesday January 13, 2026, 2:00 pm MST

Submitting Agency:

Murray City Corporation Division of Purchasing 10 East 4800 South, Room 155 Murray, Utah 84107

Purchasing Agent:

Amandah Maudsley Email: amaudsley@murray.utah.gov Phone: (801) 264-2663 mailto:amaudsley@murray.utah.gov

INVITATION FOR BIDS (IFB)

Project Title: Solar Lighting for Jordan River Parkway

IFB#: 25-53

Issue Date: Monday January 5, 2026, 3:00 pm MST

SECTION 1. INTRODUCTION AND PURPOSE

Murray City (the City) invites bids from firms experienced in providing outdoor solar powered LED lighting systems. You must demonstrate the ability to integrate proposed systems with the City’s existing solar lighting installations and meet defined performance standards.

The project involves providing solar powered LED lighting systems along the Jordan River Parkway to support public safety, visibility, and sustainability. Systems must be suitable for year-round outdoor operation and compatible in appearance, function, and performance with existing installations to ensure consistent lighting quality, operations, maintenance, and long-term asset management.

The work includes furnishing complete solar lighting units and coordinating delivery of fully operational systems. Installation may occur in phases based on funding, site conditions, or operational needs. Current purchasing projections are the definite purchase of 50 to 60 units in 2026 and an option to purchase 50 to 60 units in 2027 based on budget and demand for the City.

SECTION 2. PROCUREMENT AUTHORITY

This solicitation is conducted under the authority of the City Purchasing Agent as defined in §3.10.050–.060. All communications must be directed to the Purchasing Agent or designee. To maintain a fair and transparent procurement process, all Bidders must direct communications regarding this solicitation only to the City’s Purchasing Agent or authorized designee.

Bidders shall not contact any City elected officials, employees, or evaluation committee members about this IFB outside of the formal process. Questions, clarifications, or requests for information must be submitted in writing to the Euna Procurement Q&A Section.

https://codelibrary.amlegal.com/codes/murrayut/latest/murray_ut/0-0-0-2674 https://codelibrary.amlegal.com/codes/murrayut/latest/murray_ut/0-0-0-2676

Any direct or indirect contact with City officials or staff concerning this solicitation— except as specifically authorized—is strictly prohibited under City Municipal Code §3.10.600 and may result in immediate disqualification from further consideration.

This restriction is intended to preserve the integrity of the City’s competitive process and ensure equal access to information for all Bidders.

SECTION 3. SPECIFICATIONS

1. Compatibility With Existing System

Murray City currently utilizes an all-in-one outdoor solar lighting system ALLTA PRO Series for municipal applications. Any proposed product must be compatible or equivalent with the City’s existing systems in both function and preferably in appearance.

Compatibility shall include, but is not limited to:

• Uniform color temperature and illumination pattern when installed adjacent to existing fixtures.

• Equivalent mounting configuration and pole interface for retrofit or mixed installation.

• Electrical and control system compatibility to ensure consistent dusk-to-dawn operation and motion-activated dimming profiles; and

• Interchangeable replacement capability for key components (luminaire, battery, charge controller, or panel) without requiring complete system replacement.

Bidders may propose equivalent or enhanced products provided they meet these compatibility and interoperability requirements. Please note that the system requirements are taken from our current system and do not have to be an exact match. These system requirements are listed for compatibility.

2. System Requirements

Each lighting system shall include:

• LED luminaire

• Solar panel(s)

• Energy storage battery

• Solar charge controller

• Mounting pole, brackets, and foundation hardware. (No installation or construction services are included or required.)

• All associated wiring, fuses, fasteners, and control components necessary for a fully functional unit.

• All equipment shall be new, unused, and of current production models.

https://codelibrary.amlegal.com/codes/murrayut/latest/murray_ut/0-0-0-3121

3. Performance Specifications

• Illumination Output: Minimum 7,000 lumens per fixture.

• Color Temperature: 3,000K to 5,000K (nominal 4,000K preferred).

• Light Distribution: Type III or equivalent pattern for roadway or area lighting.

• Color Rendering Index (CRI): 70 or higher.

• Ingress Protection (IP): Minimum IP66 for luminaire housing.

• Operational Hours: Minimum 4 hours full brightness at dusk, with dimming and motion-activated response for the remainder of the night.

• Expected Lifespan: LED light source rated minimum 60,000 hours.

4. Solar Power System

• Panel Type: Monocrystalline photovoltaic or equivalent, minimum 50W rated output per fixture.

• Charge Controller: MPPT or equivalent smart solar controller with auto voltage recognition and programmable dimming profiles.

• Battery Type: LiFePO₄ (Lithium Iron Phosphate) or equivalent.

• Battery Capacity: Minimum 20Ah at 12.8V nominal.

• Enclosure: Weatherproof (minimum IP67) and vented design to protect against moisture and dust intrusion.

5. Mounting and Structural Requirements

• Pole Height: Approximately 20 feet above finished grade. (3"OD X 4" H

TENON-EMB MSLU 24' OVERALL LENGTH, 20' MOUNTING MSLU

• HEIGHT 4' EMBEDDED POLE, TENON TOP MSLU FINISH IS BLACK

POWDERCOAT OVER GALVANIZE)

• Material: Galvanized steel or aluminum with powder-coated finish.

• Wind Rating: Minimum 145 mph or compliant with current International

Building Code for the installation site.

6. Materials and Construction

• Fixture Housing: Die-cast aluminum or equivalent corrosion-resistant material.

• Lens: Tempered glass or UV-resistant optical-grade PMMA.

• Fasteners: Stainless steel or corrosion-protected hardware.

• Finish: Powder-coated or equivalent protective coating resistant to UV and salt corrosion.

7. Control and Operation

• Systems shall automatically operate from dusk to dawn.

• Include programmable dimming schedules and motion-activated lighting functionality.

• Optional wireless monitoring or diagnostics capabilities are desirable but not required.

• All control settings shall be field-adjustable by City personnel.

SECTION 4. TIMELINE

Event Date

Issue Date: Monday January 5, 2026, 3:00 pm MST

Bid Due Date and Time: Tuesday January 13, 2026, 2:00 pm MST

Questions may be asked on Euna Public Q&A until Friday, January 9, 2026.

DELIVERY OF FIRST ORDER MUST OCCUR BY MAY 1, 2026, at the latest.

The City will accept the order before this date.

SECTION 5. SUBMISSION REQUIREMENTS

Electronic Submittals (Preferred Method of Delivery):

The Division of Purchasing utilizes the Utah Public Procurement Place (U3P) platform via Euna, formerly known as Bonfire. To respond to this solicitation, register at the new U3P Euna platform. For first-time users, click "Register" and complete the registration process before reviewing and responding to the solicitation. For registration assistance, consult the online knowledge base, explore the FAQs, or contact the Bonfire Support Team at support@gobonfire.com.

Hand Delivery or Mail Submissions (If you elect to not submit using the preferred electronic method):

All bids must be contained in a sealed envelope with the IFB number, project title, and company name on the lower right-hand corner: "IFB 25-53, Solar Lighting for Jordan River Parkway, NAME OF FIRM."

Submit to:

Murray City Corporation Attn: Amandah Maudsley, Purchasing Agent 10 East 4800 South, Room 155 Murray, UT 84107

Bids received after the stated deadline will not be accepted and will be returned unopened.

SECTION 6. EVALUATION PROCESS

The City will publicly open bids at the time and place stated in the Invitation for Bids and record each bidder’s name and bid amount. Total Bid Price on Bid Form will be evaluated to determine lowest responsive and responsible bidder.

The City will evaluate bids for responsiveness and responsibility. A responsive bid complies with all material requirements of the Invitation for Bids. A responsible bidder has the experience, capability, personnel, equipment, licensing, bonding capacity, and financial resources necessary to perform the work.

The City will evaluate bids for responsiveness and responsibility, and will award to the lowest responsive and responsible bidder. Award will be made by written notice.

Pursuant to Murray City Code Section 3.10.190, the City reserves the right to reject any or all bids, cancel the Invitation for Bids, or reissue the solicitation when determined to be in the City’s best interest.

SECTION 7. ADMINISTRATIVE REQUIREMENTS

mailto:support@gobonfire.com.

This IFB will be posted publicly for no fewer than five (5) business days per Murray Code §3.10.080(C). All addenda, withdrawals, and clarifications must comply with City Code and Utah Procurement Code 63G-6a.

SECTION 8. TERMS AND CONDITIONS

RIGHT TO REJECT

The City may accept or reject any proposal, in whole or in part, waive minor irregularities, and negotiate terms when it serves the City’s best interest per City Code §3.10.190.

ADDENDUM TO THE IFB

Any revision to this IFB will be issued as an official addendum to all known recipients and will automatically modify the IFB. Bidders should verify any informal communication with the Purchasing Agent before relying on it. (City Code §3.10.080(C))

GRAMA

Bids are subject to disclosure under the Utah Government Records Access and Management Act. Materials marked “Protected” must include a written claim under Utah Code §63G-2-309. Marking an item as ‘Protected’ does not guarantee nondisclosure; the City will make the final determination on record status under that statute and City Code §3.10.040.

BID PROTESTS

An aggrieved bidder may file a written protest with the City Purchasing Agent under Utah Code §63G-6a-1602 and City Code §3.10.470(B). The Protesting Party shall submit the following information: Name, Mailing Address, Daytime phone number, the date of protest, and signature of the protesting party or attorney for the protesting party. Protests must be submitted within five business days after the closing date for receiving bids or proposals. Filing a protest does not automatically stay the procurement process.

SECTION 9. REQUIRED SUBMITTALS

Bid proposal –Attachment A

Right to Sign Document –Attachment B https://codelibrary.amlegal.com/codes/murrayut/latest/murray_ut/0-0-0-2799 https://codelibrary.amlegal.com/codes/murrayut/latest/murray_ut/0-0-0-2693 https://le.utah.gov/xcode/Title63G/Chapter2/63G-2-S309.html?v=C63G-2-S309_2025050720250507 https://codelibrary.amlegal.com/codes/murrayut/latest/murray_ut/0-0-0-2672 https://le.utah.gov/xcode/Title63G/Chapter6a/63G-6a-S1602.html?v=C63G-6a-S1602_2017050920170509 https://codelibrary.amlegal.com/codes/murrayut/latest/murray_ut/0-0-0-3051

SECTION 10. AWARD and CONTRACT

Award shall be made to the lowest responsive and responsible bidder whose proposal is determined in writing to be in the best interest of the City. The City will enter a contract with the awarded bidder. Current purchasing projection is the definite purchase of 50 to 60 units in 2026 and an option to purchase 50 to 60 units in 2027 based on demand for the City. Draft Agreement with Murray City is Attachment C.

SECTION 11. POST-AWARD ADMINISTRATION

The Purchasing Agent will ensure compliance, maintain records, and conduct audits per §§3.10.270–.300.

https://codelibrary.amlegal.com/codes/murrayut/latest/murray_ut/0-0-0-2914

BID FORM

Solar Powered LED Lighting Systems Murray City, Utah

Bidder Name: ______________________________ Contact Person: ___________________________ Address: _________________________________ Phone: __________________ Email: __________ Date: ____________________________________

SECTION A. UNIT PRICING

Bidder shall provide firm, fixed pricing. All prices shall include manufacturing, materials, hardware, controls, documentation, packaging, and delivery to the City-designated location.

Description Unit price Extended price (50 units for 2026)

Total Bid Price: $_________________________

SECTION B. TECHNICAL COMPLIANCE CERTIFICATION

Bidder certifies that the proposed equipment meets or exceeds all minimum specifications in the Scope of Work.

Requirement Yes No Compatibility with City’s existing solar lighting system ☐ ☐

Any “No” response may render the bid nonresponsive.

SECTION C. DELIVERY

Delivery location: Murray City designated facility Estimated delivery time after Notice of Award: ________ calendar days

SECTION D. BIDDER CERTIFICATION

By signing below, the bidder certifies that:

• This bid is submitted in accordance with Murray City Code Chapter 3.10.

• The bidder is responsible and responsive.

• Pricing is firm and includes all equipment required for a complete lighting system.

• No installation, construction, or foundation services are included or required.

Authorized Signature: ______________________________ Printed Name and Title: ___________________________ Date: ____________________________________________

ATTACHMENT B

Electronic Signature Authority and Execution Clause

Murray City executes contracts through Adobe Sign as its official electronic signature platform. Each proposer must complete the section below to identify the individual authorized to sign any resulting agreement on behalf of the proposing entity.

Authorized Signer Information (required):

• Authorized Signer Name: ___________________________________________

• Title/Position: ___________________________________________

• Email Address for Adobe Sign Execution:

• Phone Number: ___________________________________________

If your company policy does not permit use of electronic signatures, please indicate below:

☐ Our company does not allow use of Adobe Sign or other electronic signature platforms.

Please send contract documents for wet signature to:

• Mailing Contact Name: ___________________________________________

• Mailing Address: ___________________________________________

• Email for Contract Transmission:

All proposers are responsible for ensuring that the contact information provided above is accurate. Failure to provide correct details may delay contract award and execution.

AGREEMENT

BETWEEN

MURRAY CITY CORPORATION

AND

For the Purchase and Delivery of Outdoor Solar Powered LED Lighting Systems for the Jordan

River Parkway.

This Agreement is made and entered into this day of , 2026

(the “Effective Date”) by and between Murray City Corporation (“City”), a Utah municipal corporation, and ________________________, (“Contractor”), located at______________________________________.

RECITALS

WHEREAS, the City is in need of a contractor to provide all supervision, materials, labor, supplies, equipment, and transportation necessary for the purchase and delivery of complete and fully operational solar powered LED lighting units for the Jordan River Parkway

(the “Goods” and “Services” as more fully described below); and

WHEREAS, the City plans to purchase between 50 to 120 units within the next 2 years.

Current projections include a purchase of 50 to 60 units in 2026 and an option by the City to purchase 50 to 60 units in 2027 based on budget and demand of the City. Necessity and purchase by the City may occur in phases based on funding, site conditions, or operational needs; and

WHEREAS, Contractor indicates that it is ready, willing, and able to provide the Goods and Services that are suitable for year-round outdoor operation and compatible in appearance, function, and performance with existing installations to ensure consistent lighting quality, operations, maintenance, and long-term asset management, as set forth in this Agreement and the

Invitation for Bids; and

WHEREAS, the parties desire to enter into this Agreement to govern the terms and conditions of providing the Goods and Services.

NOW, THEREFORE, based upon the mutual promises and conditions herein, the parties hereby agree as follows:

AGREEMENT

A. SCOPE OF SERVICES. Contractor shall provide the Goods and Services in accordance with the terms and conditions of this Agreement, and as outlined and identified in the

City’s Invitation for Bids (“IFB No. 25-53”) and Contractor’s Proposal (“Contractor’s

Proposal”), both of which are attached hereto as “Exhibit A” and incorporated herewith.

Contractor shall confer with the City for clarification of all pertinent questions that may arise throughout the course of providing the Goods and Services under this Agreement.

B. COMPENSATION. The total compensation to be paid by the City for the

Goods and Services under this Agreement shall not exceed _____________________________.

The City shall only obligated to pay for solar lighting units as needed by the City, and as are delivered and accepted by the City. Contractor will submit invoices within thirty (30) days of the delivery date of the Goods to the City and said sum shall be paid by the City to Contractor within thirty (30) days after receipt of an invoice.

C. GENERAL TERMS AND CONDITIONS. Contractor agrees to all of the following Terms and Conditions:

GOODS DEFINED: “Goods” means all types of tangible personal property (commodities), including but not limited to materials, supplies, Custom Deliverable, and equipment that

Contractor is required to deliver to the City under this Agreement. To the extent this Agreement entails delivery or performance of services (including maintenance, installation, or product support) such services will be deemed “Goods” within the meaning of the Utah Uniform

Commercial Code when reasonable to do so.

CONFLICT OF TERMS/ORDER OF PRECEDENCE: In the event of any conflict in the terms and conditions of this Agreement, the order of precedence shall be: (i) the terms and conditions included in the body of this Agreement; (ii) IFB No. 25-53; and (iii) Contractor’s

Proposal. Any provision attempting to limit the liability of Contractor or which limits the rights of the City must be in writing and attached to this Agreement or it is rendered null and void.

Contractor Terms and Conditions that apply must be in writing and attached to the Agreement.

No other Contractor Terms and Conditions will apply to this Agreement including terms listed or referenced on a Contractor’s website, terms listed in a Contractor’s quotation/sales order, invoice, standardized form, etc.

AMENDMENTS: This Agreement may only be amended by the mutual written agreement of the parties.

ASSIGNMENT: Neither party may assign, sell, transfer, subcontract or sublet rights, or delegate any right or obligation under this Agreement, in whole or in part, without the prior written approval of the other party. This Agreement shall be binding upon the heirs, successors and assigns of the parties.

ATTORNEY’S FEES: In the event that either party should be required to obtain an attorney to enforce any rights under this Agreement, the prevailing party shall be entitled to its costs and expenses, including reasonable attorneys’ fees, whether or not the matter is actually litigated.

AUTHORITY TO BIND: By signing this Agreement, Contractor, or the individual(s) signing on behalf of Contractor, represents, warrants and guarantees that they have the legal authority to bind Contractor pursuant to the terms of this Agreement.

CHANGES IN SCOPE: Any changes in the Scope of Services to be performed under this

Agreement shall be in the form of a written amendment to this Agreement, mutually agreed to and signed by both parties, specifying any such changes, fee adjustments, adjustment in time of performance, or any other significant factors arising from changes to the Scope of Services.

CONFLICT OF INTEREST: Contractor represents that it shall prevent any transaction, activity, conduct or condition which would result in a conflict with the City’s interests under this

Agreement. Contractor shall immediately notify City upon becoming aware of any such conflicts.

Contractor shall cure any conflict within 30 days, unless such conflict is waived in writing by the

City.

CONTRACTOR'S EMPLOYEES AND SUBCONTRACTORS: Contractor's employees and subcontractors, if any, who perform Services under this Agreement shall also be bound by the provisions of this Agreement. All agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein.

COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute only one instrument.

DELIVERY: Time is of the essence for all Services under this Agreement. All deliveries under this Agreement 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 the City, except as to latent defects, fraud, AND Contractor’s warranty obligations. Contractor shall strictly adhere to the delivery and completion schedules specified in this Contract. Contractor’s failure to deliver the Goods and/or

Services by the required delivery date is deemed material breach of this Agreement. Contractor shall be responsible for the customary industry standard in packing and shipping the goods.

ACCEPTANCE AND REJECTION: The City shall have thirty (30) days after delivery of the

Goods to perform an inspection of the Goods to determine whether they conform to the standards specified in Contractor’s Proposal and this Agreement prior to acceptance of the Goods by the

City.

CONFORMING PROPERTY, GOODS AND SERVICES: The Goods and Services contemplated under this Agreement shall conform in all respects with the requirements of the City.

In the event of nonconformity, and without limitation upon any other remedy, the City may, at its option and at Contractor’s expense: (i) return the Goods for a full refund; (ii) require Contractor to promptly correct or replace the nonconforming Goods and/or Services; or (iii) obtain replacement Goods and/or Services from another source, subject to Contractor being responsible for any cover costs. Contractor shall not redeliver corrected or rejected Goods and/or Services without: first, disclosing the former rejection or requirement for correction; and second, obtaining written consent of the City to redeliver the corrected Goods and/or Services. Repair, replacement, and other correction and redelivery shall be subject to the terms of this Agreement.

EMPLOYMENT PRACTICES CLAUSE: Contractor agrees to abide by all federal and state employment laws, including any federal, state and local laws, regulations, or orders that prohibit the discrimination of any kind.

ENTIRE AGREEMENT: This Agreement, including all attachments and exhibits hereto, constitutes the entire integrated agreement between the parties and supersedes any and all other prior and contemporaneous understandings, negotiations or agreements between the parties, whether oral or written.

FORCE MAJEURE: Except for the obligation to pay for services appropriately rendered in accordance with this Agreement, neither party hereto will be held responsible for loss, damage, delay or default in shipment or performance occasioned by unforeseeable causes beyond the control and without the fault or negligence of the party, including, but not restricted to, fire, flood, epidemics, quarantine, strikes, riot, acts of God or the public enemy and/or war. The City, in its sole discretion, may terminate this Agreement after determining that such delay or default will reasonably prevent successful performance of the Agreement, or extend the time for performance as reasonably necessary to compensate for the Contractor’s delay.

GOVERNING LAW AND VENUE: This Agreement shall be governed by the laws, rules, and regulations of the State of Utah. Any action or proceeding arising from this Agreement shall be brought in a court of competent jurisdiction in the State of Utah. Venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County or the United States District Court of

Utah.

GOVERNMENTAL IMMUNITY: The City is a governmental entity subject to the provisions of the Governmental Immunity Act of Utah. Execution of this Agreement shall not constitute a waiver of any defense or limitation of liability under the Act by the City.

IMMIGRATION STATUS VERIFICATION: Contractor agrees to act in strict accordance with

Title 63G Chapter 12 of the Utah Code related to registration and participation in the State

Verification System. Contractor’s failure to comply with this section will be considered a material breach of this Agreement.

INDEMNIFICATION: Contractor shall be fully liable for the actions of its agents, employees, officers, partners, and Subcontractors, and shall fully indemnify, defend, and save harmless the

City from all claims, losses, suits, actions, damages, and costs of every name and description arising out of Contractor’s performance of this Agreement to the extent caused by any intentional wrongful act 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 fault of the City. The parties agree that if there are any limitations of the Contractor’s liability, including a limitation of liability 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.

INDEPENDENT CONTRACTOR STATUS: The parties expressly agree that Contractor, Contractor’s employees and any subcontractors are independent contractors and are not agents or employees of the City. Services rendered by Contractor under this Agreement are not rendered as a City employee and amounts paid under this Agreement do not constitute compensation paid to an employee. Contractor is solely responsible for Contractor’s own employment taxes, worker’s compensation premiums and similar expenses. Contractor represents and warrants that it is in compliance, and will remain in compliance during the term of this Agreement, with all federal, state and local laws relating to the payment of employment taxes, worker’s compensation premiums and the like. The City assumes no liability for the actions of Contractor.

INSURANCE: Contractor shall at all times during the term of this Agreement, at its sole cost and expense, procure and without interruption carry and maintain such insurance as will protect the

City from claims arising out of the Goods or Services described in this Agreement and performed by Contractor.

1. Minimum Scope and Limits of Insurance:

a. Commercial General Liability: Contractor shall procure and maintain General

Liability insurance, written on an “occurrence basis”. The limits of this insurance will be no less than two million dollars ($2,000,000.00) per occurrence and aggregate for bodily injury, personal injury and property damage. If such insurance contains a general aggregate limit, it shall apply separately to the work/location in this Agreement or be no less than three million dollars ($3,000,000.00).

b. Worker’s Compensation Insurance: Contractor shall procure and maintain

Workers’ compensation insurance during the term of this Agreement for all its employees and any Subcontractor employees related to this Agreement. Workers’ compensation insurance shall cover full liability under the workers’ compensation laws of the State of Utah at the statutory limits required by the State of Utah.

c. Commercial Automobile Liability: Contractor shall procure and maintain

Commercial automobile liability insurance with limits of liability not less than two million dollars ($2,000,000.00) combined single limits, per occurrence for bodily injury, including death, and property damage liability, covering all owned vehicles, all non-owned vehicles, and all hired vehicles.

2. General Conditions, Endorsements and Policy Provisions:

a. All insurance coverage is subject to the approval of the City, and shall be issued from companies that are authorized, licensed and admitted to do business in the

State of Utah.

b. All insurance herein shall be written on an “occurrence” basis and not a “claims-made” basis.

c. Contractor shall provide proof of all required insurance policies to the City prior to execution of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time.

d. Failure to provide proof of insurance, as required, will be deemed a material breach of this Agreement. Contractor’s failure to maintain the insurance requirements for the term of the Agreement will be grounds for immediate termination of this

Agreement.

e. Each policy required by this Agreement shall be endorsed to state that coverage shall not be cancelled, materially changed, reduced in coverage or limits or not-renewed except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.

f. For all coverages, Contractor’s insurer shall waive subrogation rights against the

City. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation; however, this provision shall apply regardless of whether the City has received a waiver of subrogation endorsement from the insurer.

g. Contractor shall not modify any policy or endorsement in any such insurance policy which increases the City’s exposure to loss for the duration of this Agreement.

h. Any failure of Contractor to comply with the reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, agents, employees and volunteers.

i. The policy or policies must be endorsed to provide that the Contractor’s insurance 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.

j. Any deductibles or self-insured retentions must be declared to and approved by the

City. At the option of the City, either: (i) the insurer shall reduce or eliminate such deductibles or self-insured retention with respect to the City, its officers, officials, employees, representatives and volunteers; or (ii) Contractor shall procure a bond or letter of credit guaranteeing payment of any deductibles or self-insured retentions. All deductibles or retentions on any policy shall be the sole responsibility of Contractor.

k. Contractor shall advise the City in the event any general aggregate of aggregate limits are reduced below the required per occurrence limits. At their own expense, and where such general aggregate or other aggregate limits have been reduced below the required per occurrence limit, Contactor will procure such per occurrence limits and furnish a new certificate of insurance showing such coverage is in force.

l. This Agreement shall not limit the types of insurance Contractor may desire to obtain or be required to obtain by law.

m. The limits of coverage under each policy maintained by Contractor shall not be interpreted as limiting the Contractor’s liability and obligations under the

n. Contractor may not self-insure any of the coverages required under the Agreement.

o. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with the insurance provided hereunder.

p. Contractor shall include any subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All subcontractors, sub-subcontractors and sub-consultants shall be subject to the requirements herein and shall procure and maintain the same insurance coverages required of the Contractor. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein.

3. Additional Insureds/Primary Coverage Endorsements: The City, its officers, officials, agents, employees, representatives and volunteers shall be named as additional insureds on

General Liability, Automobile and/or Excess Liability/Umbrella insurance policies. An endorsement is required stating that the coverage afforded the City and its officers, officials, agents, employees, representatives and volunteers, as additional insureds, will be primary to any other coverage available to them, and that no act or omission of the City shall invalidate the coverage.

LAWS AND REGULATIONS: At all times during this Agreement, Contractor and all Services performed under this Agreement will fully comply with all applicable federal, state and local laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements.

If this Agreement is funded by federal funds, either in whole or in part, then any federal regulation related to the federal funding will supersede these terms and conditions.

NO PRESUMPTION AGAINST DRAFTING PARTY: Each party agrees that it has had the opportunity to consult with legal counsel regarding the Agreement and to review it carefully. Each party enters this Agreement voluntarily. No presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this

NO THIRD-PARTY BENEFICIARIES: City and Contractor are the only parties to this

Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give to any person, firm, corporation, or legal entity, other than the parties, any rights, remedies, or other benefits under or by reason of the Agreement.

NON-APPROPRIATION OF FUNDS: Contractor acknowledges that the City cannot contract for the payment of funds not yet appropriated by the Murray City Municipal Council (the

“Council”). If funding to the City is not appropriated, is reduced due to an order by the Council or the City’s Mayor, or is required by State law, or if federal funding (when applicable) is not provided, the City may terminate this Agreement or proportionately reduce the Services and purchase obligations from the City upon thirty (30) days written notice. In the case that funds are not appropriated or are reduced, the City will reimburse Contractor for Goods delivered or Services performed through the date of cancellation or reduction, and the City will not be liable for any future commitments, penalties, or liquidated damages. No act or omission by the City which is attributable to the non-appropriation of funds shall constitute a breach of or default under this

NOTICE: Any notice or communication required or permitted to be given in accordance with this Agreement shall be in writing and must be personally delivered, mailed by United States first-class mail, postage prepaid, or sent by facsimile, in each case properly addressed to the addresses of the parties indicated in the Agreement, or at such other addresses as may hereafter be furnished in writing by either party hereto to the other party. All notices will be effective upon receipt and will be deemed to have been received three (3) days after deposit in the United States mail or upon fax confirmation.

OFFICIALS, AGENTS AND EMLOYEES OF CITY NOT PERSONALLY LIABLE: In no event shall any official, officer, employee, agent, representative or volunteer of the City be in any way personally liable or responsible for any covenant or agreement herein contained whether expressed or implied, nor for any statement, representation or warranty made herein or in any connection with the Agreement, or for any alleged or actual breach or default of the City’s obligations hereunder.

RELATIONSHIP OF PARTIES: The relationship of the parties established by this Agreement is solely that of independent contractors. This Agreement does not create any joint venture, partnership, undertaking, or business arrangement between the parties hereto.

REMEDIES: Upon default or material breach of this Agreement, the City may seek all legal and equitable remedies to which it is or may be entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy not specified hereunder.

Cover Costs. Remedies may include obtaining replacement Services from another source, subject to the Contractor being responsible for any cover costs. If City is required to obtain replacement Services from another source, City may deduct any and all expenses incurred by the City in obtaining or performing the Services from any money then due or to become due to the Contractor and, should the City’s cost of obtaining or performing the Services exceed the amount due the Contractor, collect the amount due from Contractor.

City’s Right to Withhold Payment. If Contractor breaches any provision of this

Agreement, the City shall have the right to withhold all payments due the Contractor until such breach has been fully cured.

Specific Performance and Injunctive Relief. Contractor agrees that monetary damages are not an adequate remedy for the Contractor’s failure to provide the Services as required by this Agreement, nor could monetary damages be the equivalent of the performance of such obligation. Accordingly, Contractor hereby consents to an order granting specific performance of such obligation of the Contractor in a court of competent jurisdiction within the State of Utah. Contractor further consents to the City obtaining injunctive relief

(including a temporary restraining order) to assure performance in the event the Contractor breaches the Agreement.

Notwithstanding the above, Contractor shall not be relieved of any liability to the City for damages sustained by the City by virtue of any breach of the Agreement by Contractor.

REPAIR OR REPLACEMENT OF DAMAGED EQUIPMENT OR FACILITIES: In the event that Contractor causes damage to City equipment or facilities, Contractor shall, at its own expense, promptly repair or replace such damaged items or facilities to restore them to the same level of functionality that they possessed prior to Contractor’s action, normal wear and tear excluded.

REPORTING: Contractor shall, within twenty-four (24) hours of the occurrence, report to the

City any damage to public or private property, or injury to any person, caused by Contractor, its equipment or employees.

REVIEWS: The City reserves the right to perform plan checks, plan reviews, other reviews and/or comment upon the Services of Contractor. Such reviews do not waive the requirement of

Contractor to meet all of the terms and conditions of this Agreement.

SALES TAX EXEMPTION: The Goods and Services under this Agreement will be paid for from the City’s funds. Upon request, the City will provide Contractor with its sales tax exemption number. It is Contractor’s responsibility to request the City’s sales tax exemption number. It also is Contractor’s sole responsibility to ascertain whether any tax deduction or benefits apply to any aspect of this Agreement.

SECTION HEADINGS: Section headings are for convenience only and shall not affect the interpretation of this Agreement.

SEVERABILITY: In case any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable statute or rule of law, then such provisions shall be deemed inoperative to the extent that they are invalid, illegal or unenforceable, and the remainder of this Agreement shall continue in full force and effect.

STANDARD OF CARE: The Services of Contractor and its Subcontractors shall be performed in accordance with the standard of care exercised by licensed and reputable 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 Agreement.

Contractor shall be liable to City for claims, liabilities, additional burdens, penalties, damages, or third-party claims (i.e. another Contractor’s claim against the City), to the extent caused by wrongful acts, errors, or omissions that do not meet this standard of care.

SURVIVAL OF TERMS: Termination or expiration of this Agreement shall not extinguish or prejudice the City’s right to enforce this Agreement with respect to any default or defect in the

Services that has not been cured. All provisions of this Agreement that would reasonably be expected to survive the termination or expiration of this Agreement will do so.

SUSPENSION OF WORK: Should circumstances arise which would cause the City to suspend

Contractor’s responsibilities under this Agreement, but not terminate this Agreement, this will be done by written notice. Contractor’s responsibilities may be reinstated upon advance formal written notice from the City.

TERMINATION:

FOR CAUSE: If either party shall commit a material breach of any of the terms and conditions of this Agreement and shall fail to cure such breach within ten (10) calendar days of written notice thereof, the non-breaching party may then terminate this Agreement by providing written notice to the defaulting party. Termination for breach does not relieve

Contractor from any other remedies that may be authorized under this Agreement, including cover costs.

FOR CONVENIENCE. Either party may terminate this Agreement at any time with or without cause upon giving fifteen (15) calendar days prior written notice to the other Party.

Termination under this section shall not give rise to any claim against the City for damages or for compensation in addition to that provided hereunder. In no event shall the City’s exercise of its right to terminate this Agreement for convenience relieve Contractor of any liability to the City for any damages or claims arising under this Agreement.

TERMINATION SETTLEMENT. Upon termination of this Agreement, all accounts and payments will be processed according to the financial arrangements set forth herein and

Contractor shall be compensated for approved Services rendered to date of termination.

Contractor agrees that in the event of termination for cause or without cause, Contractor’s sole remedy and monetary recovery from the City is limited to full payment for all Services properly performed as authorized under this Agreement up to the date of termination. In no event shall Contractor be entitled to recover loss of profits.

WAIVER: The failure of either party at any time or times hereafter to require strict performance by the other of any of the undertakings, agreements or covenants contained in this Agreement shall not constitute a waiver of such provision, nor in any way affect the validity of the Agreement, any part hereof, or the right of the party hereunder to demand strict compliance and performance therewith. None of the undertakings, agreements, or covenants of either party under this

Agreement shall be deemed to have been waived unless such waiver is evidenced by an instrument in writing signed by both parties.

WARRANTY: Contractor warrants, represents and conveys full ownership and clear title, free of all liens and encumbrances, to the Goods and Services delivered and/or provided to the City under this Agreement. Contractor warrants for a period of one (1) year that: (i) the Goods and

Services perform according to all specific claims that Contractor made in Contractor’s Proposal;

(ii) the Goods and Services are suitable for the ordinary purposes for which such Goods and

Services are used; (iii) the Goods and Services are suitable for any special purposes identified in

IFB No. 25-53; (iv) the Goods and Services are designed and manufactured in a commercially reasonable manner; (v) the Goods and Services are manufactured and in all other respects create no harm to persons or property; and (vi) the Goods and Services are free of defects. Unless otherwise specified, all Goods and Services provided shall be new and unused of the latest model or design. Remedies available to the City under this section include, but are not limited to, the following: Contractor will repair or replace Goods and/or Services at no charge to the City within ten (10) days of any written notification informing Contractor of the Goods and/or Services not performing as required under this Agreement. If the repaired and/or replaced Goods or Services prove to be inadequate, or fail its essential purpose, Contractor will refund the full amount of any payments that have been made. Nothing in this warranty will be construed to limit any rights or remedies the City may otherwise have under this Agreement.

(Signature Page to Follow)

DATED as of the day and year first written above.

MURRAY CITY CORPORATION CONTRACTOR

Brett A. Hales, Mayor (Signature)

(Print Name and Title)

ATTEST:

City Recorder

APPROVED AS TO FORM:

City Attorney’s Office

APPROVED AS TO CONTENT:

Parks and Recreation Department

APPROVED AS TO AVAILABILITY OF FUNDS:

Finance Department

EXHIBIT A

CITY’S INVITATION FOR BID NO. 25-53

AND

CONTRACTOR’S PROPOSAL