1-26-22B Park Center Roof Replacement.pdf

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MURRAY CITY, UTAH

INVITATION FOR BIDS (IFB)

IFB Title: Park Center Roof Replacement IFB Number: 26-22B Issue Date: Friday October 9, 2026, at 4:00 pm MT Bid Due Date and Time: Tuesday, October 27, 2026, at 2:00 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 BIDDERS

Murray City is requesting sealed bids from qualified roofing contractors for the complete replacement of the existing roof systems at the Murray Park Center.

The project includes removal and disposal of existing roofing materials, deck and substrate repairs, insulation, installation of a new 60 mil TPO roofing system, drainage improvements, flashings, coping and parapet work, and related accessories. The Contractor will provide all labor, materials, equipment, permits, supervision, site protection, cleanup, and coordination necessary to complete the work.

The project also includes required warranties, project closeout documentation, and applicable unit pricing as identified in the IFB and Bid Form.

Award will be made in accordance with Murray City Code and the evaluation and construction preference provisions stated in this IFB.

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TABLE OF CONTENTS

1. Introduction and Purpose

2. Procurement Authority

3. Scope of Work

4. Bid Security

5. Format and Content for Bids

6. Mandatory Pre-Bid Meeting

7. Timeline

8. Bid Submission Instructions

9. Construction Preferences

10. Evaluation Process

11. Administrative Provisions

12. Right to Reject

13. Award and Contract

14. Attachments

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SECTION 1. INTRODUCTION AND PURPOSE

Murray City (the “City”) is soliciting bids from qualified roofing contractors to provide full roof replacement services at the Park Center located at 202 East Murray Park Ave, Murray, Utah.

The existing roof systems have reached the end of their service life and require replacement due to age, deterioration, and performance issues. The project includes multiple roof sections with varying conditions and assembly requirements.

The selected contractor will be responsible for all labor, materials, equipment, permitting, and coordination necessary to complete the project.

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.

Bidders shall not contact any City elected officials, employees, or evaluation committee members regarding this IFB 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 bidders.

SECTION 3. PROJECT OVERVIEW / SCOPE OF WORK 3.1 General Scope

The Contractor shall provide all labor, materials, equipment, and supervision necessary to complete the full roof replacement at the Park Center. Bidder qualifications and experience requirements are provided in Section 5. Work includes demolition, disposal, installation of new roofing systems, drainage improvements, flashing systems, and all required accessories.

Any brand name referenced in this IFB is used only to describe the desired standard of quality, performance, and characteristics. Substantially equivalent products will be considered and the brand reference is not intended to restrict competition.

The Contractor is responsible for maintaining a safe environment during this project because the facility will remain open while the roof is under construction.

3.2 Project Components

The project consists of multiple roof sections with varying requirements, including but not limited to:

3.3 Roof Removal & Demolition

● Remove existing EPDM roofing systems

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● Remove existing insulation down to decking

● Provide assessment of damaged or deteriorating decking to owners

● Remove wall flashings, pipe flashings, and pitch pockets

● Remove all coping caps

● Dispose of all removed materials

3.4 Deck & Substrate Work

● Remove roofing down to:

○ Steel deck

● Install vapor retarder systems where required

● Provide assessment of decking conditions to owners

3.5 Insulation System

● Tapered insulation minimum R-30 equivalent, 60-mil TPO membrane or approved equivalent product

● Install tapered insulation/crickets to improve drainage 1/8” per foot slope in the valleys.

● Install 0.5” HD polyiso insulation (80 PSI)

● Fastening per FM Global and manufacturer requirements

Pool Areas: Refer to Figure 3- Vapor Barrier Sections

● DEXcell cement board or equivalent to prevent moisture (Gypsum board will not be accepted in this area)

● Apply 40 mil self-adhere vapor barrier per manufacturers specifications

● 20 psi 2.6” Polyisocyanurate insulation board

● Attach 25 psi 2.6” Polyisocyanurate insulation board

● Additional Polyisocyanurate cricketing to be installed to ensure no less than 1/8” per foot slope in the valleys.

● Rhinobond or any induction-welded single-ply attachment system 60-mil TPO

3.6 Roof System Installation

● Install 60 mil TPO membrane roofing system per manufacturer specifications

● 20 psi 2.6” polyisocyanurate insulation board

● Attach 25psi 2.6” polyisocyanurate insulation board

● Install mechanically fastened systems

● Ensure proper sealing, welding, and detailing

3.7 Drainage Improvements

● Install new steel strainers

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● Improve drainage with tapered crickets installed to ensure no less than 1/8” per foot slope in the valleys.

● Eliminate ponding conditions

3.8 Flashing & Edge Systems

● Install new:

○ Wall flashings

○ Pipe flashings

○ Pitch pockets

○ Unit flashings

● Install counter flashings at HVAC curbs

● Install termination bars at perimeters

● Extend wall flashings minimum 2” below Nailer

3.9 Coping & Parapet Work

● Install new coping and parapet treatments as needed

● Install gypsum board at select wall conditions

● For filling holes in walls: use high expansion foam then run TPO membrane up and over retaining wall between sections 9 &10 on Figure 2- Roof Sections & Color Key

3.10 Additional Improvements

● Install walk pads (as required) In front of the Pool AHUs, running the length of each unit.

Approximately 25ft.

● Install ladder access between roof sections: refer to Figure 1- Roof Replacement Area Plan

3.11 Project Requirements

● Provide all permits, labor, equipment, cranes, and temporary facilities

● Provide refuse containers and site cleanup

● Maintain safe work environment

● Coordinate work with City operations

3.12 Warranties

● Bid shall include a 20-year NDL Manufacturer Warranty and shall consist of tapered insulation minimum R-30 equivalent, 60-mil TPO membrane or approved equivalent product.

● Minimum 5-year workmanship warranty

3.13 Deliverables

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● Complete roof replacement system

● As-built documentation

● Warranty documentation

● Maintenance guidelines

● Final inspection and testing reports

3.14 Schedule Requirements

● Project must be completed by February 1, 2027

● Bid must include:

○ Demolition schedule

○ Installation schedule

○ Inspection and closeout timeline

3.15 Cost Requirements

Provide detailed cost breakdown including:

● Labor

● Materials

● Equipment

● Disposal

● Permits and fees

Also include unit pricing:

● Insulation replacement (per SF)

● Deck replacement (per SF)

● Coping (per LF)

● Wood Nailer (per LF)

● Walk pads (per LF)

● Cost per section and total project cost

SECTION 4. BID SECURITY

Pursuant to Murray City Code §3.10.380, each Bidder shall submit bid security in an amount equal to at least five percent (5%) of the total base bid.

Acceptable bid security is limited to one of the following:

1. A bid bond in a form satisfactory to Murray City and issued by a company licensed to issue bid bonds in the State of Utah

2. A cashier’s, certified, or official check drawn by a federally insured financial institution

3. An irrevocable letter of credit

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4. Cash.

Bid security must be submitted with the Bid.

Failure to provide the required bid security shall result in the Bid being rejected as nonresponsive, except where the Purchasing Agent determines that the failure is nonsubstantial as specifically permitted by Murray City Code §3.10.380.

If a Bidder is permitted to withdraw its Bid before award in accordance with Murray City Code, no action will be taken against the Bidder or its bid security.

Bidders shall comply with the insurance requirements set forth in the Draft Agreement;

Attachment C. Evidence of required insurance shall be provided by the successful Bidder prior to contract execution.

SECTION 5. FORMAT AND CONTENT FOR BIDS

Bids must be submitted in the format required by this IFB. Failure to submit required forms, pricing, bid security, licenses, certifications, acknowledgments, or other mandatory information may result in the bid being rejected as nonresponsive.

Each Bid shall include the following required documents and information. Failure to submit a material required item may result in the Bid being rejected as nonresponsive:

1. Completed Bid Form / Price Schedule Attachment A

2. Required licenses and certifications

3. Bid security

4. Addenda acknowledgment (if issued)

5. Contractor qualifications and experience

Each Bidder shall submit sufficient information for Murray City to determine that the Bidder has the experience, personnel, resources, capacity, and demonstrated ability necessary to successfully complete the work.

The submission shall include:

A. Provide three (3) roofing projects completed within the past five (5) years. At least one project should be similar in scope, complexity, and size to the Park Center Roof Replacement. For each project, provide the project name, owner, location, approximate roof size, contract amount, completion date, roofing system installed, and a brief description of the work performed. Identify any projects performed for municipalities, commercial, or institutional; if applicable.

Photographs or other supporting documentation may also be included.

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B. Identify the proposed project manager and superintendent and summarize their experience with projects of similar scope and complexity.

C. Describe the personnel, equipment, and other resources available to complete the project.

D. Identify the Bidder's anticipated crew size and ability to complete the work within the required project schedule.

E. Identify significant projects currently under contract or expected to overlap with this project and describe how the Bidder will provide adequate resources for the Park Center project.

Murray City may verify information provided, contact references, and request information reasonably necessary to determine responsibility in accordance with Murray City Code § 3.10.200.

6. Project schedule

The Bidder shall submit a proposed Project Schedule demonstrating its ability to complete the Work within the time required by the IFB and Agreement.

At a minimum, the schedule shall identify:

A. Anticipated mobilization and start of construction

B. Material procurement, submittals, and significant lead times

C. Sequence of work by roof area or project phase

D. Demolition and removal of existing roofing

E. Deck inspection and repair

F. Insulation, substrate, and roofing system installation

G. Flashings, drainage components, penetrations, and related finish work

H. Required inspections and testing

I. Estimated duration of each major phase

J. Measures for maintaining a weather-tight building during construction

K. Punch-list activities and final corrections

L. Final inspection, warranty documentation, cleanup, and closeout

M. Proposed substantial completion and final completion dates.

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The schedule does not need to be a formal critical-path schedule but must provide sufficient detail for the City to determine that the Bidder understands the sequencing of the Work and has a reasonable plan to complete the Project within the required timeframe.

7. Company safety plan/Project-specific safety plan

8. Contractor Preferences

9. Attachment B -Authority to sign form

SECTION 6. MANDATORY PRE-BID MEETING

A mandatory pre-bid meeting will be held on Wednesday October 14th, 2026, at 11:00 AM at the Murray Park Center, located at 202 E Murray Park Ave., Murray, Utah 84107. Attendance at this meeting is required. An official attendance sheet will be maintained by the City. Only vendors recorded on the attendance sheet will be considered eligible to submit a bid.

Any bid submitted by a vendor who did not attend and sign in at the mandatory pre-bid meeting will be deemed nonresponsive and will be rejected.

SECTION 7. TIMELINE

Event Date and Time IFB Issued Friday, October 9, 2026, at 4:00 PM MT Mandatory Pre-Bid Meeting Wednesday, October 14, 2026, at 11:00 AM

MT

Deadline for Questions Wednesday, October 21, 2026, at 5:00 PM

MT

Deadline for Questions to be Answered Friday, October 23, 2026 at 5:00 PM MT Bids Due Tuesday, October 27, 2026, at 2:00 PM MT

SECTION 8. BID 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 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 IFB. If uploads are still in progress at the closing time, the system will stop the submission process, and the bid will not be received.

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

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

“IFB 26-22B, PARK CENTER ROOF REPLACEMENT, NAME OF FIRM.”

Submit bids to:

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

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

SECTION 9. CONSTRUCTION PREFERENCES

Pursuant to Murray City Code §3.10.370, the City shall apply the following construction preferences when determining the lowest responsive responsible Bidder:

1. Qualified health insurance (A summary of coverage for the plan is acceptable)

2. Drug and alcohol testing policy, including random testing

3. Veteran recruitment and/or employment program

4. Job training program

5. Safety program

6. Formal nondiscrimination policy

To receive consideration for a preference, a Bidder shall identify each preference claimed and provide sufficient supporting information with the Bid. The Bidder and each applicable subcontractor must demonstrate to the City’s satisfaction that the applicable requirement is maintained and will continue to be maintained during the Contract. Failure to qualify for a preference does not make a Bid nonresponsive.

SECTION 10. EVALUATION PROCESS

Bids will be evaluated in accordance with Murray City Code Chapter 3.10, including §3.10.080, 3.10.190, 3.10.200, 3.10.210, and 3.10.370.

Bid Opening

Bids will be opened publicly at 2:00 p.m. on Tuesday, October 27, 2026, in the Jordan Conference Room (#195) at Murray City Hall, 10 East 4800 South, Murray, Utah. The name of each Bidder and the amount of each Bid will be recorded and made available for public inspection in accordance with Murray City Code §§3.10.080(D) and 3.10.040.

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Responsiveness

The City will first determine whether each Bid is responsive. A responsive Bid must conform in all material respects to the requirements of this IFB, including required forms, signatures, addenda acknowledgments (if any), bid security, licenses, certifications, specifications, pricing, and other mandatory submittals.

Responsibility

The City may conduct due diligence to determine whether a Bidder is responsible. A responsible Bidder must have the capability, experience, integrity, reliability, resources, equipment, personnel, and capacity necessary to fully perform the Agreement requirements in good faith.

Evaluation Criteria

The City will evaluate Bid pricing and the other criteria expressly stated in this IFB. No evaluation criteria will be used unless stated in the IFB.

For this construction project, the City will review the existence and quality of the Bidder’s company safety plan as required by Murray City Code §3.10.080.

The Total Base Bid stated in Attachment A will be used as the basis for price comparison and award, subject to the responsiveness, responsibility, and construction preference provisions of this

IFB.

Construction Preference Evaluation

After determining which Bids are responsive and which Bidders are responsible, the City will apply the construction preferences identified in Section 9, in accordance with Murray City Code §3.10.370.

The City will determine the number of applicable preferences for which each responsive and responsible Bidder qualifies. In accordance with Murray City Code §3.10.370(G), award will be made to the responsive and responsible Bidder qualifying for the most preferences if that Bidder’s Bid is equal to or less than one hundred four percent (104%) of the lowest responsive and responsible Bid or within $50,000 of the lowest responsive and responsible Bid, whichever value is less. If multiple Bidders qualify for the same number of preferences, award will be made to the lowest responsive and responsible Bid among them.

Award

Award, if made, will be made by written notice after application of the requirements and applicable construction preferences stated in this IFB and Murray City Code.

The City may reject a Bid that is nonresponsive, submitted by a nonresponsible Bidder, late, unbalanced, conditional, or otherwise fails to comply with the requirements of this IFB. The City may also cancel this IFB or reject any or all Bids, in whole or in part, for good cause when determined to be in the City’s best interest.

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Any determination regarding nonresponsiveness, nonresponsibility, Bid correction, Bid withdrawal, cancellation, or rejection will be documented in the procurement file as required by Murray City Code.

The City may request clarification or additional information only as permitted by Murray City Code and only when doing so does not prejudice fair competition or the City’s interests. After the Bid deadline, a Bidder may not change Bid pricing or materially revise its Bid except as expressly permitted by Murray City Code.

SECTION 11. ADMINISTRATIVE PROVISIONS

ADDENDUM TO THE IFB

Any revision to this IFB will be issued through an official written addendum and will become part of the IFB. Bidders are responsible for reviewing and acknowledging all addenda issued before the bid deadline. Bidders should verify any informal communication with the Purchasing Agent before relying on it.

GRAMA

Bids are subject to disclosure under the Utah Government Records Access and Management Act.

A Bidder claiming that information is protected under Utah Code §63G-2-305(1) or (2) shall submit a written claim of business confidentiality and a concise statement of the reasons supporting the claim, as required by Utah Code §63G-2-309. Merely marking information “confidential” or “protected” does not determine its classification. Murray City will make the final classification and disclosure determination under applicable law.

BID PROTESTS

Any actual or prospective Bidder aggrieved in connection with this IFB or the procurement may file a written protest with the Purchasing Agent in accordance with Murray City Code §3.10.470.

A protest concerning this competitive sealed bid must be submitted before the Bid closing date unless the protesting party did not know and could not reasonably have known of the facts giving rise to the protest before that time. In that circumstance, the protest must be submitted no later than five (5) business days after the Bid closing date.

The written protest must include the protesting party’s name, mailing address, daytime telephone number, signature and date, together with the relief sought, a statement of the relevant facts, and the reasons and legal authority supporting the protest.

Filing a protest does not automatically suspend the procurement. The City may proceed with the procurement unless the Purchasing Agent or designee determines that suspension is appropriate.

SECTION 12. RIGHT TO REJECT

Murray City reserves the right to cancel this Invitation For Bids or to reject any or all bids, in whole or in part, for good cause when determined to be in the City’s best interest.

The City may waive or permit the correction of minor informalities, ministerial errors, clerical errors, or other immaterial irregularities that do not affect the substance of a bid, provide an unfair

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The City will not waive a material requirement of this IFB. A bid that fails to conform in all material respects to the requirements of this IFB may be rejected as nonresponsive.

Any cancellation, rejection, waiver, or correction will be documented in the procurement file as required by applicable Murray City Code.

SECTION 13. AWARD AND CONTRACT

Award shall be made by written notice to the responsive and responsible Bidder determined for award in accordance with the evaluation criteria stated in this IFB and Murray City Code §§3.10.080, 3.10.200, and 3.10.370.

The selected Bidder shall provide a performance bond and a payment bond, each in an amount equal to 100% of the contract price, as a condition of contract execution. Each bond shall be issued by a surety authorized to do business in Utah or secured in another form satisfactory to Murray City. The contract price used to determine the required bond amounts shall be established in the resulting agreement.

The terms and conditions governing the resulting contract are contained in the Draft Agreement, Attachment C. By submitting a bid, the Bidder acknowledges that it has reviewed the Draft Agreement. Any requested exception must be expressly identified in the bid and is subject to the City’s written acceptance.

SECTION 14. ATTACHMENTS

Attachment A – Total Base Bid Form (Excel Format separate from this document) Attachment B – Authority to Sign Attachment C – Draft Agreement Attachment D – Roof Area Plan Attachment E – Roof Sections and Color Key Attachment F – Vapor Barrier Sections Attachment G – Vendor Checklist

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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 bidder must complete the section below to identify the individual authorized to sign any resulting agreement on behalf of the bidding 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 bidders 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 Complete Replacement of the Existing Roof System at the Murra Park Center located at 202 East Murray Park Avenue, Murray, Utah, 84107

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 necessary labor, materials, equipment and supervision for the complete replacement of the existing roof system at the Murray Park Center located at 202 East Murray Park Avenue, Murray, Utah 84107 (hereinafter the “Work” or the “Services” as more fully described below);

and

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

WHEREAS, the City has determined that Contractor’s proposal is both acceptable and best suits the needs of the City; and

WHEREAS, the parties desire to enter into this Agreement to govern the terms of the Work, NOW, THEREFORE, based upon the mutual promises and conditions herein, the parties hereby agree as follows:

AGREEMENT

A. SCOPE OF WORK. Contractor shall furnish all necessary labor, materials, equipment and supervision, and shall be responsible for all permitting and coordination needed to perform the Work and Services in accordance with the terms and conditions of this Agreement, as outlined in Murray City Invitation for Bid No. 26-22 (“IFB 26-22”), and as proposed in Contractor’s Proposal 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

Attachment C this Agreement. The Scope of Work shall include all requirements listed in IFB 26-22 including the demolition and disposal of the existing roof system, installation of new roofing system, drainage improvements, flashing systems, all required accessories, all required warranties, and all required products and deliverables.

B. COMPENSATION. The total consideration to be paid for the completion of the Work and Services under this Agreement shall not exceed _______________________________ DOLLARS ($---------------). Said sum shall be paid by City to Contractor within thirty (30) days after receipt of an invoice from Contractor and verification of completion of agreed Services.

C. GENERAL TERMS AND CONDITIONS. The parties agree to the following Terms and Conditions:

AMENDMENTS: This Agreement may only be amended by the mutual written agreement of the parties. All amendments will be attached and made part of this Agreement.

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 the 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, any adjustment in time of performance, or any other significant factors arising from the changes in 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.

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 26-22; 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.

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.

CONTRACTOR RESPONSIBILITY: Contractor is solely responsible for fulfilling this Agreement, with responsibility for Work and Services provided under this Agreement.

Contractor shall be the sole point of contact regarding all matters relating to this Agreement. Contractor must incorporate Contractor’s responsibilities under this Agreement into every subcontract with its Subcontractors that will provide any Work or Services to the City under this Agreement. Moreover, Contractor is responsible for its Subcontractors compliance under this Contract.

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.

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.

ERRORS AND OMISSIONS: Contractor shall not take advantage of any errors and/or omissions in this Agreement. The Contractor must promptly notify the City of any errors and/or omissions that are discovered.

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.

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.

INDEMNIFICATION: Contractor 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 caused by or that arise from any negligent, reckless or intentional act or omission of Contractor, its agents, employees, officers, partners, or Subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss, or damage arising hereunder due to the sole fault of the City or of independent third parties. This indemnity shall be interpreted in the broadest possible manner consistent with applicable law to indemnify the City.

The obligation to indemnify shall extend to and encompass all costs incurred by the City in defending such claims, demands, lawsuits or actions, including, but not limited to, attorney, witness and expert witness fees, and any other litigation related expenses.

Contractor shall pay any costs that may be incurred by the City in enforcing this indemnity, including reasonable attorney fees. 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. This indemnification obligation is not limited by, but is in addition to the insurance obligations contained in this Agreement.

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 Services or Work described in this Agreement and performed by Contractor.

1. Minimum Scope and Limits of Insurance:

a. Worker’s Compensation Insurance: Contractor shall maintain Workers’ Compensation insurance for all its employees as well as any Subcontractor employees related to this Agreement. Worker’s Compensation insurance shall cover full liability under the worker’s compensation laws of the State of Utah at the statutory limits required by the State of Utah.

b. 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).

c. Automobile Liability: Contractor shall procure and maintain 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. Coverage shall be written on an “occurrence basis.”

d. Umbrella or Excess Liability: If an Umbrella or Excess Liability policy is provided that shall apply to the Contractor’s General Liability and Automobile Liability Insurance, the language must be at least as broad as the primary or underlying policy(ies). Contractor is granted the option of arranging coverage under a single policy for the full limit required or by a combination of underlying policies with the balance provided by an Umbrella or Excess Liability policy equal to the total limit(s) required.

2. General Conditions, Endorsements and Policy Provisions:

a. All insurance coverage shall be issued from companies that are authorized, licensed and admitted to conduct business in the State of Utah.

b. 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.

c. Contractor shall provide the City with thirty (30) days prior written notice before any coverage required hereunder is cancelled, materially changed, reduced in coverage or limits, or not-renewed.

d. 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.

e. 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.

f. 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.

g. 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.

h. 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: An endorsement is required stating that 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.

LIMITATION OF CITY’S LIABILITY: In no event shall the City be liable for anticipated profits or for incidental, indirect, consequential, liquidated or special damages. Any action resulting from any breach on the part of the City as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.

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 Agreement.

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 products 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 Agreement.

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.

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. Such remedies may include obtaining replacement services from another source, subject to the Contractor being responsible for any cover costs. If Contractor fails to meet any completion date or resolution time set forth in this Agreement (including the attachments or exhibits), the City may take any of the following actions with or without terminating this Agreement, and in addition to and without limiting any other remedies it may have:

Employ such means as it may deem advisable and appropriate to perform itself or obtain the services from a third party until the matter is resolved and the Contractor is again able to resume performance under this Agreement;

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.

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 formal written notice pursuant to the terms of this

Agreement. Contractor’s responsibilities may be reinstated upon advance formal written notice from the City.

TERMINATION:

FOR BREACH. 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 upon giving written notice to the defaulting party.

FOR CONVENIENCE. Either party may terminate this Agreement at any time with or without cause upon giving ten (10) 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 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.

The 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 work 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.

TIME: FOR ALL SERVICES UNDER THIS AGREEMENT, TIME IS OF THE ESSENCE.

All Work and Services to be provided under this Agreement shall be completed by JANUARY 1, 2027. 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 Agreement.

WAIVER: The failure of either party at any time or times hereafter to require strict…