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MURRAY CITY, UTAH

REQUEST FOR PROPOSALS (RFP)

RFP Title: BUILDING INSPECTION AND PLANS EXAMINATION SERVICES RFP Number: 26-15 Issue Date: July 13, 2026, 3:00 pm MT Proposal Due Date and Time: July 27, 2026, 3:00 pm MT

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

NOTICE TO OFFERORS

Murray City is seeking qualified firms to provide on-call building inspection and plans examination services to support the City’s Building Division. Due to increased workload and staffing needs, the City intends to contract with one or more firms to perform residential, commercial, and industrial inspections.

Selected contractors will:

• Perform field inspections and document results daily

• Ensure compliance with State-adopted building codes

• Provide technical guidance to contractors and the public

• Use City-provided permitting software

This is a professional services contract based on hourly rates. The City will evaluate proposals based on qualifications, experience, past performance, responsiveness, and cost. Firms must hold required Utah DOPL certifications and have a minimum of three years of inspection experience.

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TABLE OF CONTENTS

1. Introduction and Purpose

2. Procurement Authority

3. Project Overview / Scope of Work

4. Timeline

5. Proposal Submission Instructions

6. Evaluation Process

7. Administrative Provisions

8. Right to Reject

9. Award and Contract

10. Post-Award Administration

11. Attachments

SECTION 1. INTRODUCTION AND PURPOSE

Murray City (the “City”) is soliciting proposals from qualified firms (Offerors) to provide supplemental building inspection services for residential and commercial properties to verify compliance with applicable building codes. The Murray City Building Division is currently understaffed and seeks to employ one or two additional inspectors and/or plans examiners on a contract basis to handle the workload.

SECTION 2. PROCUREMENT AUTHORITY

This solicitation is conducted under the authority of the City Purchasing Agent as defined in Murray City Code §3.10.050–.060.

Offerors shall not contact any City elected officials, employees, or evaluation committee members regarding this RFP outside of the formal procurement process. All questions, clarifications, or requests for information related to the Scope of Work must be submitted in writing through the Euna Procurement Q&A Section. Questions outside the Scope of Work must be directed to the City’s Purchasing Agent, Amandah Maudsley, at amaudsley@murray.utah.gov.

Any direct or indirect contact with City officials or staff concerning this solicitation, except as specifically authorized, is prohibited. This restriction exists to preserve the integrity of the procurement process and ensure equal access to information for all Offerors.

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SECTION 3. PROJECT OVERVIEW / SCOPE OF WORK

A. Project Overview/Description of Work

The purpose of this RFP is to solicit proposals from qualified firms to establish one or more contracts to provide supplemental building inspection and plans examiner services for the City. The City reserves the right to award a single contract or multiple contracts, as determined to be in the best interest of the City. Each firm to which a contract is awarded by Murray City may be referred to in this RFP as a “Contractor”.

1. Murray City will send a notification to the Contractor that services are needed prior to 3:00 p.m. the business day before contractor services are needed.

2. Contractor will receive inspection assignments electronically via permitting and inspection software.

3. Contractor will be required to complete all assigned inspections before the end of each business day.

4. Contractor will inspect industrial, commercial, residential, and detached buildings during construction and/or remodeling to ensure compliance with State-adopted International Codes and municipal or county ordinances, as applicable.

5. Contractor will inspect existing buildings for change of use and/or occupancy to ensure compliance with the adopted State Codes and municipal or county ordinances, as applicable.

6. Contractor will provide technical support and guidance to contractors, architects, engineers, and homeowners to answer questions and provide information about the application, inspection and correction process.

7. Contractor will document inspection results in designated permitting and inspection software to verify inspection progress and completion. Contractor will be required to maintain records of inspections and inspection results and keep a daily work record.

8. Contractor will perform business license inspections, including interpretations of existing non-complying conditions and situations; making decisions as to required actions and corrections and issue notices of violations.

9. Contractor will inspect and investigate complaints of existing structures/construction to determine if hazardous or illegal conditions exist. The function of inspecting will be a core service to be provided by the Contractor.

10. Contractor will inspect buildings after fires and natural or other disasters/accidents to determine if a dangerous condition exists and what should be done to remedy/mitigate it.

11. Contractor will be expected to attend training, at no cost to Murray City, with the Murray City Building Division, to assure that all building inspections are completed and verify that inspections are done in accordance with the requirements set forth by the Division. Random and periodic audits of the reviews will be conducted to validate that review work is done appropriately.

12. Contractor will become proficient in and utilize software to which access will be provided by Murray City.

This RFP is designed to provide basic information sufficient to solicit proposals from qualified offerors but (except to the extent expressly provided otherwise) is not intended to

4 | P a g e limit a proposal’s content or exclude any relevant, important, or essential information. This RFP is part of a competitive procurement process which is intended to serve the best interests of Murray City and its citizens. It also provides each qualified offeror responding to this RFP with a fair opportunity for its services to be considered.

B. MINIMUM REQUIREMENTS

An offeror must meet the following minimum requirements, or its proposal may be deemed non-responsive:

1. The following DOPL certifications and licenses are required, and each offeror is expected to present proof of the same as part of its proposal:

a. Residential Building Inspector

b. Residential Electrical Inspector

c. Residential Mechanical Inspector

d. Residential Plumbing Inspector

e. Commercial Building Inspector

f. Commercial Electrical Inspector

g. Commercial Mechanical Inspector

h. Commercial Plumbing Inspector

i. Combination Inspector license from the Utah Division of Occupational and

Professional Licensing

2. Offeror must have at least three years of building inspection experience.

3. Contractor must be willing to become proficient with and utilize software as required by Murray City.

4. Contractor will provide their own vehicle and insurance for services. Contractor will not use a Murray City vehicle nor be insured by Murray City. Proof of Insurance will be required at time of contract.

5. Tools for performing duties and cell phone or other communication devices will be provided by Contractor.

C. PREFERED QUALIFICATIONS

1. Additional points may be awarded under the Qualifications category to offerors that have the following licenses and certifications:

a. Professional Engineer in Civil Engineering with structural emphasis

b. Residential Plans Examiner

c. Building Plans Examiner

d. Electrical Plans Examiner

e. Mechanical Plans Examiner

f. Plumbing Plans Examiner

g. Residential Energy Inspector/Plans Examiner

h. Commercial Energy Plans Examiner

i. Commercial Energy Inspector

j. Accessibility Inspector/Plans Examiner

2. Offeror will provide the resumes of the team members who will be assigned to this project and ensure that the identified individual(s) will work on this project.

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• Offeror must provide three (3) references from similar prior projects for any work performed for counties, municipalities and other local governments.

CONTENTS OF PROPOSALS

A. Proposal Requirements

Proposals must include the following and will be limited to page limitations noted in each section (total page submission not to exceed 15 pages (DOPL certificates do not count towards page total):

1. Cover Page – limited to 1 page

• Firm’s name and mailing address.

• Primary contact individual’s name, title, phone number, and e-mail address.

• Firm’s current legal status (corporation, partnership, sole proprietor, etc.) and supporting evidence/documentation.

2. Qualifications and ability to provide building inspection services:

Qualifications and expertise:

• Provide a brief description of your firm including ownership, volume of business, number of employees, and number of years in business

• Describe your overall business philosophy

• Describe your firm’s strength in the marketplace

• Describe what distinguishes your firm and the services you offer from other firms

Support team:

• Describe the support team that would be employed by the applicant their relationship, specifying the individual who will be the lead person

• Describe the responsibilities, expertise, experience, and education of each member of the support team.

Licenses and Certifications:

• Provide a list of all licenses and certifications held by each support team member.

Work plan:

• Include a complete narrative of your assessment of the work to be performed, your firm’s ability and approach, and the resources necessary to fulfill the requirements.

• Include a discussion of the role of a building inspector and plans examiner and your familiarity and capability to utilize software in performing the services described in this RFP.

Past performance:

• Please include a written list of names and addresses of three (3) customers/clients of similar size jurisdiction and scope as this RFP. List references (including a contact person and that person’s title, address, phone number, and email) of

6 | P a g e entities for which building inspection services have been provided, and who can render an opinion regarding the ability of the offeror to provide those services.

• Describe any work performed for counties, municipalities, and other local governments.

Conflicts of interest:

• Indicate whether there are any potential conflicts of interest that would affect the ability of your firm to fairly and efficiently serve the city. For each potential conflict of interest, state:

i. The names of the individuals or entities involved;

ii. The nature of the conflict, and

iii. The steps that offeror will take to mitigate the impact of conflict.

3. Cost Proposal Include information on the cost to provide building inspection and plans examiner services. Please include the following:

• An hourly rate to be charged for the building inspection and plans examiner services; which shall include all reimbursable expenses including but not limited to travel cost, phone, project printing, insurance, mileage, etc.

• Any other information relevant to cost.

4. Accuracy of Proposal

• All proposals will be relied upon to be true and accurate. The City will rely on this information when evaluating each submission by the criteria listed in the below Evaluation and Contract section.

SECTION 4. TIMELINE

Event Date and Time RFP Issued July 13, 2026, 3:00 pm MT Deadline for Questions July 22, 2026, 5:00 pm MT Questions Answered by July 24, 2026, 5:00 pm MT Proposals Due July 27, 2026, 3:00 pm MT Evaluation Period TBD Anticipated Award Date TBD

SECTION 5. PROPOSAL SUBMISSION INSTRUCTIONS

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 through the U3P Euna platform. First-time users must click “Register” and complete the registration process before reviewing and responding to the solicitation. For registration assistance, consult the online

7 | P a g e knowledge base, review the FAQs, or contact the Bonfire Support Team at support@gobonfire.com.

When submitting an offer electronically through the U3P Euna platform, allow sufficient time to complete all required online forms and upload documents. The solicitation will close at the date and time stated in this RFP. If uploads are still in progress at the closing time, the system will stop the submission process, and the offer will not be received.

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

All proposals must be contained in a sealed envelope clearly labeled in the lower right-hand corner with the RFP number, project title, and firm name, as follows:

“RFP 26-15, Building Inspection and Plans Examination Services, NAME OF FIRM.”

Submit proposals to:

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

Proposals received after the deadline stated in this RFP will not be accepted and will be returned unopened.

SECTION 6. EVALUATION PROCESS

Proposals will be evaluated in accordance with Murray City Code §3.10.090 to determine which proposal provides the best overall value to the City.

An evaluation committee of at least three members, each signing a conflict-of-interest disclosure, will assess proposals based on the criteria set forth in this RFP. The Purchasing Agent will first review proposals for responsiveness and compliance. Non-responsive or incomplete proposals may be disqualified.

Evaluation Criteria:

Evaluation categories are assigned a maximum number of points for evaluation purposes, with a cumulative total of 200 points. Cost proposals will be retained by the City and evaluated only after the proposals (excluding cost) have been evaluated and ranked. The proposals will be evaluated based on the following factors below:

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Evaluation Factor Points Demonstrated Qualifications and Expertise 70 Responsiveness of Proposal 50 Past Performance 50 Cost Proposal 30

Total Points: 200

1. (70 Points) Demonstrated qualifications and ability to provide building inspection services.

a. Qualifications and Expertise (40 Point)

b. Years of Experience and Certified Trainings (30 Points)

2. (50 Points) Responsiveness of Proposal

a. Clearly written proposal which indicates an understanding of the key issues, clearly defines the offeror’s ability to meet with demands of building inspection services, as they arise.

3. (50 Points) Past Performance

a. Demonstrated experience shown through positive references indicating successful past performance for counties, municipalities and other governments.

4. (30 Points) Cost Proposal (Attachment A)

a. The proposal with the lowest average hourly rate will receive the maximum points available for cost. All other proposals will be scored proportionally using the following formula:

b. Cost Score = (Lowest Proposed Average Hourly Rate ÷ Offeror’s Proposed Average Hourly Rate) × Maximum Cost Points

c. Scores will be rounded to the nearest tenth. The average hourly rate provided by the Offeror shall be the sole basis for cost evaluation.

d. For purposes of evaluation, the “average hourly rate” shall be calculated as the simple average of all hourly rates proposed for personnel under this contract.

e. All hourly rates shall be fully burdened and inclusive of all costs, including but not limited to travel, overhead, insurance, and administrative expenses. No additional fees, expenses, or reimbursements will be allowed.

SECTION 7. ADMINISTRATIVE PROVISIONS

ADDENDUM TO THE RFP

Any revision to this RFP will be issued as an official addendum to all known recipients and will automatically modify the RFP. Offerors should verify any informal communication with the Purchasing Agent before relying on it. (City Code §3.10.080(C)) https://codelibrary.amlegal.com/codes/murrayut/latest/murray_ut/0-0-0-2693

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GRAMA

Proposals 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 Murray City Code §3.10.470(B). Protests must be submitted in writing to the City Purchasing Agent.

Protests about this RFQ must be submitted before the proposal due date. If the protesting party did not know and could not reasonably have known the issue before that time, the protest must be submitted within five (5) business days after the proposal due date.

The protest must include the name, mailing address, daytime phone number, date, and signature of the protesting party or its representative. Filing a protest does not automatically stop the procurement process.

INSURANCE AND BONDING REQUIREMENTS

A. General Requirements Contractor shall, at its sole cost, procure and maintain throughout the term of this Agreement all insurance required herein, including the specific coverages and limits set forth in this section. All insurance shall be issued by insurers licensed to do business in the State of Utah and rated A- or better by A.M. Best. Surety providers, if required, shall be listed in the U.S. Department of the Treasury Circular 570.

B. Required Insurance Policies Contractor shall maintain the following minimum insurance coverages:

1. Workers’ Compensation and Employer’s Liability Contractor shall maintain Workers Compensation Insurance 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. This requirement applies to all Contractor entities, including sole proprietors, unless a lawful waiver is obtained. Contractor shall require all approved subcontractors to maintain the same coverage.

2. Commercial General Liability (Occurrence Form) 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 person per occurrence and three million dollars ($3,000,000.00) aggregate for bodily injury, personal and property damage. Such coverage shall include all ongoing and completed operations under this Agreement. These limits can be covered either under a CGL insurance policy 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://codelibrary.amlegal.com/codes/murrayut/latest/murray_ut/0-0-0-3051

10 | P a g e alone, or a combination of a CGL policy and an umbrella insurance policy and/or a CGL insurance policy and an excess insurance policy.

3. Commercial Automobile Liability Contractor shall procure and maintain Automobile Liability insurance, with limits of liability not less than one million dollars ($1,000,000.00) 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.

4. Professional Liability (Errors and Omissions) Each professional retained under a professional services agreement shall maintain professional liability insurance in the amount of at least two million dollars ($2,000,000.00). Such insurance shall cover errors and omissions, negligent acts and costs of claims/litigation including investigation and court costs. Such coverage shall be maintained for a period of five (5) years post-completion of the services of this Agreement.

C. Claims-Made Coverage Any policy written on a claims-made basis rather than on an “occurrence” form shall provide full prior acts coverage or have a retroactive date prior to the effective date of this Agreement and shall be maintained for a minimum of three (3) years following termination. Alternatively, such policy shall include an extended reporting period (tail coverage) for the same duration.

D. Certificates and Verification Contractor shall provide proof of all required insurance policies to the City prior to the execution of this Agreement. The City has the right to require complete, certified copies of all Certificates, Insurance Schedules, Major Endorsement and Policies at any time, regardless of whether a claim has been made.

E. Cancellation or Modification All required insurance policies shall provide that coverage will not be canceled, non-renewed, materially modified, or reduced without at least thirty (30) days’ prior written notice to Murray City.

F. Subcontractors Contractor shall not subcontract any work without prior written approval of the Purchasing Agent or designee. Contractor shall require all approved subcontractors to maintain insurance that meets the requirements of this Agreement. Contractor remains fully responsible for all work performed by subcontractors and for ensuring their compliance.

G. Changes in Legal Requirements If statutory or judicial changes modify applicable liability limits, Contractor shall, within thirty (30) days of written notice from Murray City, provide updated proof of insurance demonstrating compliance with the revised limits or other limits acceptable to the Purchasing Agent or designee.

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H. Failure to Maintain Insurance Failure to maintain the required insurance shall constitute a material breach of this Agreement. In such event, Murray City, through the Purchasing Agent or designee, may obtain such coverage and offset the cost against any amounts due to Contractor.

I. 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 or related to Service and 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 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 Contractor’s liability, including a limitation of liability clause for anyone for whom Contractor is responsible, such limitations of liability will not apply to injuries to persons, including death, or to damages to property. The provision of this section shall survive the termination of the Agreement and shall not in any way limit the Insurance requirements of this Agreement.

SECTION 8. RIGHT TO REJECT

Pursuant to Murray City Code Section 3.10.190, the City reserves the right to waive minor irregularities, in whole or in part, and to negotiate terms when doing so serves the City’s best interest.

The City also reserves the right to reject any or all Proposals, cancel this Request for Proposals, or reissue the solicitation when determined to be in the City’s best interest.

SECTION 9. AWARD AND CONTRACT

Award shall be made to the responsible Offeror or Offerors whose proposal is determined in writing to be the most advantageous to the City, taking into consideration price and the evaluation factors set forth in this RFP, pursuant to Murray City Code Section 3.10.090(H).

The contract may be for a period of up to three (3) years with up to two (2) renewals for a total of five years, and may be canceled at any time with 30 days advance written notice from either the City or an offeror that is awarded a contract by the City.

The price(s) and hourly rates proposed must be guaranteed for the first year the contract is in effect. A request to Murray City for a price increase must include sufficient documentation supporting the request. Justification for a price increase should be linked to an independent index or indicator not controlled by either Murray City or the Contractor and cannot exceed 3% annually. Murray City may reject or accept price escalation in its sole

12 | P a g e discretion. Any price escalation to the contract must be approved by Murray City as a written amendment to the resulting contract. Murray City has the right to correct an incorrect invoice before paying, and to pay only the corrected amount.

SECTION 10. ATTACHMENTS

Attachment A – Requirements and Cost Proposal Attachment B – Authority to Sign Attachment C - Draft Agreement

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ATTACHMENT A REQUIREMENTS AND COST PROPOSAL

Minimum Requirements (unless otherwise noted): Meets If no, indicate alternative to be supplied:

Yes No

1 Offeror has the licenses and certifications specified under “Minimum Requirements” on pages 2 and 3 of the RFP.

2 Offeror has at least Three years of experience

3 Offeror will provide the resumes of the team members that will be assigned to provide building inspection and plans examiner services for Murray City

4 Offeror is willing to utilize Murray City designated software.

5 Offeror is providing three (3) references from prior similar services for any work performed for counties, municipalities, and other local governments, (or will provide an adequate justifications for not providing references as determined by Murray City).

PRICE SCHEDULE

Description Unit Price

Inspection/Plans Examiner Hourly Rate (identify individual inspectors)

Name/Title

Name/Title $

Name/Title $

Name/Title $

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Average Hourly Rate: $

If more lines are needed for employees, feel free to add them.

ATTACHMENT “A” TERMS AND CONDITIONS

The awarded offeror or offerors (each a “Contractor”) must agree to all requirements in this RFP. Contractor must also agree that, if awarded a contract under this solicitation, the following Murray City Terms and Conditions will apply.

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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 On-Call Building Inspection Plans and Examination Services

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 qualified consultant to provide on-call residential, commercial, and industrial building inspection and plans examination services as needed to support the City’s Building Division and to ensure compliance with currently adopted and applicable construction codes to ensure public health and safety; and

WHEREAS, Contractor indicates that it is qualified and ready, willing, and able to perform the Services as set forth in this Agreement; and

WHEREAS, the parties desire to enter into this Agreement to govern the terms of the Services; and

NOW, THEREFORE, in consideration of the mutual promises and conditions herein, the Parties hereby agree as follows:

AGREEMENT

1. SCOPE OF SERVICES. Contractor shall provide all supervision, labor, equipment and materials necessary to perform building inspection plans and examination services (the “Services”) in accordance with the terms and conditions of this Agreement, as outlined in Murray City Request for Proposal No .26-15 (“RFP No. 26-15”), and Contractor’s Proposal for RFP No. 26-15 dated ____________ (“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 the Services provided under this Agreement. Contractor’s Services shall also include:

a. Performing field inspections and documenting the results daily.

b. Ensuring compliance with State-adopted building codes.

c. Providing technical guidance to contractors and the public

d. Use of City-approved permitting software.

e. All individuals providing Services under this Agreement shall meet the

Minimum Requirements established in RFP No. 26-15.

f. All Services by Contractor shall be performed within the following timeline/schedule:

Number of Working Days

Initial Check (1st):

Recheck(s)

Residential

New Single-Family Dwellings 7 5

New Multi-Family Townhomes/Apartments (Standard) 10 5

New Multi-Family Apartments (Large Scale) 15 10

Addition/Remodel 10 5

Commercial

New Construction 10 5-7

Addition/Remodel 10 5

Other turnaround schedules will be accommodated at the request of the City

2. COMPENSATION. Services provided under this Agreement shall be billed hourly in accordance with the Cost Proposal included with Contractor’s Proposal.

Invoices shall be issued at the beginning of the month for any Services performed during the previous month. Invoices are to be paid by the City within thirty (30) days of receipt. The total consideration to be paid by the City for the Services provided under this Agreement shall not exceed __________________________________ DOLLARS ($_______) annually.

3. 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) RFP No.

26-15; (iii) and Contractor’s Proposal. Any provision attempting to limit the liability of Contractor or limit the rights of the City must be in writing and attached to this Agreement or it is rendered null and void.

4. CONFIDENTIALITY. For purposes of this Agreement, “Confidential Information” means information that is deemed as confidential under applicable state and federal laws, including personal information. If Confidential Information is disclosed to Contractor, Contractor shall: (i) advise its agents, officers, employees, partners, and Subcontractors of the obligations set forth in this Agreement; (ii) keep all Confidential Information strictly confidential; and (iii) not disclose any Confidential Information received by it to any third parties.

Contractor will promptly notify the City of any potential or actual misuse or misappropriation of Confidential Information.

Contractor shall be responsible for any breach of this duty of confidentiality, Including any required remedies and/or notifications under applicable law.

Contractor shall indemnify, hold harmless, and defend the City, including anyone for whom the City is liable, from claims related to a breach of this duty of confidentiality, including any notification requirements, by Contractor or anyone for whom the Contractor is liable.

Upon termination or expiration of this Agreement, Contractor will return all copies of Confidential Information to the City or certify, in writing, that the Confidential Information has been destroyed. Contractor’s counsel shall retain one copy of Confidential Information for the purpose of compliance. This duty of confidentiality shall be ongoing and survive the termination or expiration of this Agreement.

5. INSURANCE. Without limiting any indemnity or other obligations of Contractor hereunder, Contractor shall, prior to providing the Services, secure and continuously thereafter (throughout the term of this Agreement without interruption) carry with reputable, licensed insurers the following insurance coverage in policies which, except for Worker’s Compensation and Professional Liability Insurance, include provisions or endorsements naming City as an additional insured:

Workers’ Compensation and Employer’s Liability. Coverage shall comply with all applicable requirements of the State of Utah. This requirement applies to all Contractor entities, including sole proprietors, unless a lawful waiver is obtained. Contractor shall require all approved subcontractors to maintain the same coverage.

Commercial General Liability. Coverage shall be in an amount not less than $1,000,000 per occurrence and $2,000,000 aggregate. The policy shall include coverage for premises and operations, independent contractors, and completed operations. The City shall be named as an additional insured.

Commercial Automobile Liability. Coverage shall apply to owned, hired, and non-owned vehicles with limits not less than $1,000,000 per occurrence. The City shall be named as an additional insured.

Professional Liability (Errors and Omissions). Coverage shall be maintained in an amount not less than $1,000,000. Contractor shall also maintain coverage for valuable papers and records and electronic data, if applicable to the services performed.

The City reserves the right to require higher or lower insurance limits where warranted.

a. Claims-Made Coverage. Any policy written on a claims-made basis shall provide full prior acts coverage or have a retroactive date prior to the effective date of this Agreement and shall be maintained for a minimum of three (3) years following termination. Alternatively, such policy shall include an extended reporting period (tail coverage) for the same duration.

b. Certificates and Verification. Contractor shall furnish certificates of insurance acceptable to the City prior to execution of this Agreement and upon renewal thereafter. The City reserves the right to review and obtain copies of insurance policies and endorsements to verify compliance.

Failure to provide proof of insurance as required will be deemed a material breach of this Agreement.

c. Cancellation or Modification. All required insurance policies shall provide that coverage will not be canceled, non-renewed, materially modified, or reduced without at least thirty (30) days’ prior written notice to the City.

d. Subcontractors. Contractor shall not subcontract any work without prior written approval of the City. Contractor shall require all approved subcontractors to maintain insurance that meets the requirements of this Agreement. Contractor remains fully responsible for all work performed by subcontractors and for ensuring their compliance.

e. Changes in Legal Requirements. If statutory or judicial changes modify applicable liability limits, Contractor shall, within thirty (30) days of written notice from the City, provide updated proof of insurance demonstrating compliance with the revised limits or other limits acceptable to the City.

f. Failure to Maintain Insurance. Failure to maintain the required insurance shall constitute a material breach of this Agreement. In such event, the City may obtain such coverage and offset the cost against any amounts due to Contractor.

6. 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.

7. DISPUTE RESOLUTION. City and Contractor shall endeavor to resolve controversies, claims, disputes and other matters in question between them through good faith debate, discussion, and negotiating prior to submitting them to mediation or other legal proceedings.

8. INDEMNITY. 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 under 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.

9. 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, any adjustment in time of performance, or any other significant factors arising from the changes in the Scope of Services. If it appears during the course of the Services that the annual “not to exceed amount” as established in this Agreement may be exceeded, Contractor shall immediately notify the City in writing. Any expenses incurred by Contractor for Services that exceed the annual “not to exceed” without prior written approval by the City shall be at Contractor’s expense.

10. ENTIRE AGREEMENT/AMENDMENTS. This Agreement, including any and 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. This Agreement may only be amended by the mutual written agreement of the parties.

11. INDEPENDENT CONTRACTOR STATUS. The parties expressly agree that

Contractor, Contractor’s employees and any subcontractors and their employees are independent contractors and are not agents or employees of the City.

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. City assumes no liability for the actions of Contractor. This Agreement does not create any joint venture, partnership, undertaking or business arrangement between the parties hereto. Neither party has the power or authority to act for, bind, or otherwise create or assume any obligation on behalf of the other.

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

13. 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.

14. 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.

15. 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.

16. OFFICIALS, AGENTS AND EMPLOYEES 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.

17. NO CONSEQUENTIAL DAMAGES. In no event shall either Party be liable to the other for anticipated profits or revenue; cost of capital; or for any incidental, indirect, consequential, liquidated, punitive or special damages.

18. 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 and enters the Agreement voluntarily. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, the Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. No presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement.

19. 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

20. TERM. This Agreement shall be effective as of the Effective Date and shall continue in force for an initial term of three (3) years from the Effective Date (the “Initial Term”). At the end of the Initial Term, this Agreement may be renewed upon the written mutual agreement of the Parties, for up to two (2) additional one-year time periods (the “Renewal Term(s)”). The maximum term of the Agreement will be five (5) years. All consideration for any Renewal Term shall be the same as the consideration set forth in this Agreement for the initial Term, unless otherwise negotiated in writing by the Parties.

21. TERMINATION.

a. 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 the Contractor of any liability to the City for any damages or claims arising under this

b. 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 Services rendered to date of termination. Contractor agrees that in the event of termination 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. Contractor further acknowledges that in the event of such termination, all work product, finished or unfinished, including but not limited to all forms, reports, and any and all documents produced by Contractor for City under this Agreement up to the date of termination are the property of the City and shall be promptly delivered to the City. Copies of work product incomplete at the time of termination shall be marked “Draft –Incomplete.” Any use of incomplete documents or data shall be at the City’s sole risk.

22. OWNERSHIP OF DOCUMENTS. All documents developed under this

Agreement are and shall become the property of the City whether the project for which they are made is or is not executed. It is understood and agreed that the City is permitted to reproduce any documents or drawings and distribute the prints in connection with the use or disposition of the property without incurring obligation for additional compensation to Contractor. The signing of this Agreement shall constitute a complete transfer of ownership, intellectual property and copyright of all documents from Contractor to City. City agrees to indemnify and hold harmless the Contractor from any and all claims, demands, and causes of action of any kind or character arising as a result of reuse of the documents developed under this Agreement.

23. REPAIR OR REPLACEMENT OF DAMAGED EQUIPMENT OR FACILITIES. If

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.

24. 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.

25. SEVERABILITY. In case any one or more of the provisions contained in this Agreement shall be held 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.

26. 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.

27. 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.

28. CONFLICT OF TERMS: 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, attached to and incorporated by specific reference into 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, and so forth.

29. TIME. The Services shall be completed by any applicable deadline stated in this Agreement. For all Services, time is of the essence. Contractor shall be liable for all reasonable damages to City, and anyone for whom the City may be liable, as a result of Contractor’s failure to timely perform the Services required under this

30. 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 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 Agreement.

31. 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 email, 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 email confirmation.

32. REMEDIES: Upon default or material breach of this Agreement, City may seek all legal and equitable remedies to which it is entitled. Such remedies may include obtaining replacement Services from another source, subject to the Contractor being responsible for any cover costs.