MURRAY CITY, UTAH - REQUEST FOR QUALIFICATIONS (RFQ)

RFQ Title: Engineering Services – Emergency Generator Installation for Municipal Wells (3 Sites) RFQ Number: 26-31 Issue Date: August 6, 2026 at 4:00 pm MT SOQ Due Date and Time: September 7, 2026 at 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

TABLE OF CONTENTS

1. Introduction

2. Procurement Authority

3. Procurement Method

4. Project Background

5. Minimum Qualifications

6. Scope of Services

7. Federal Requirements (Mandatory)

8. Conflict of Interest

9. Schedule

10. Evaluation Process and Criteria

11. Negotiation

12. Statement of Qualifications Content

13. SOQ Submission Instructions

14. Administrative Provisions

15. Award and Contract

16. Attachments

SECTION 1. INTRODUCTION

Murray City is soliciting Statements of Qualifications (SOQs) from qualified engineering firms to provide professional engineering services for the design, bidding, and construction support of emergency backup power systems at three (3) municipal culinary water wells.

This project is funded in part through a federal EPA Community Grant and is subject to all applicable federal requirements under 2 CFR Part 200 (Uniform Guidance).

This project will use a two-phase evaluation process. In Phase I, each Selection Committee member will independently evaluate and score the SOQs. The Selection Committee will then meet to discuss the evaluations and identify the three highest-ranked firms. Following Phase I, the Selection Committee will identify the three highest-ranked fi firms for Phase II interviews. If fewer than three qualified firms are available, the City will determine the appropriate next step in accordance with Murray City Code and applicable federal requirements. In Phase II, the shortlisted firms will be interviewed and scored.

Phase I and Phase II scores will be combined to determine the final ranking.

SECTION 2. PROCUREMENT AUTHORITY

This solicitation is conducted under Murray City Code §§3.10.050, 3.10.060, 3.10.090, 3.10.420, 3.10.600, and 3.10.630, and applicable federal grant requirements. All communications must be directed to the Purchasing Agent or designee. To maintain a fair and transparent procurement process, all OƯerors must direct communication regarding this solicitation only to the City’s Purchasing Agent or authorized designee.

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

Any direct or indirect contact with City oƯicials or staƯ concerning this solicitation—except as specifically authorized—is strictly prohibited and may result in immediate disqualification from further consideration.

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

City Contact Information:

Purchasing Agent and City Contact

Amandah Maudsley, Purchasing Agent amaudsley@murray.utah.gov 801-264-2663 (OƯice)

Please address all questions in EUNA or to the Purchasing Agent ONLY

SECTION 3. PROCUREMENT METHOD

This procurement will follow a Qualifications-Based Selection (QBS) process in accordance with:

2 CFR 200.320 (Procurement Standards – Competitive SOQs) Qualifications-Based Procurement of Architectural and Engineering Professional Services

Federal Brooks Act principles (40 U.S.C. 1101–1104) for A/E services.

Price will not be requested, submitted, or considered during the evaluation and ranking process.

The City will invite the three highest-rated firms to participate in scored interviews, provided at least three qualified firms are available. Interviews will be evaluated using the criteria and point values published in Section 10. Written SOQ and interview scores will be combined to determine the final ranking.

Phase I Written SOQ evaluation: 200 points

Phase II Interview evaluation: 100 points

Maximum combined score: 300 points

Price shall not be submitted with the initial SOQ. The City will negotiate scope and fee with the highest-ranked firm.

SECTION 4. PROJECT BACKGROUND

Murray City owns and operates a groundwater-based culinary water system consisting of multiple production wells. Reliable power is critical to maintaining system pressure, fire flow, and public health protection.

This project will provide permanent standby power generation systems at three existing well sites to improve system reliability and emergency preparedness. The Whitmore Wells are two of the largest water sources in the City and deliver water to the City’s upper water pressure zone. Hyland Well serves a primary reservoir and boosting station for the City’s pressure zone 2.

SECTION 5. MINIMUM QUALIFICATIONS

Firms must demonstrate:

Experience with municipal water systems and well facilities

Experience with generator and backup power design

Knowledge of Utah drinking water regulations

Experience with federally funded projects (EPA, SRF, etc.)

Licensed Professional Engineer in the State of Utah

SECTION 6. SCOPE OF SERVICES

The selected consultant shall provide full Professional Engineering Services, including but not limited to:

A. Preliminary Engineering

Site evaluations for three well locations

Load analysis and generator sizing

Evaluation of electrical systems and controls

Identification of required upgrades (switchgear, ATS, etc.)

Coordination with Murray City Power

Air quality and permitting requirements (DAQ compliance if applicable)

Assist Murray City and EPA with environmental review documentation and technical information required to support project approval and compliance with applicable federal environmental requirements.

B. Design

Preparation of plans, specifications, and cost estimates

Generator systems

Automatic transfer switches and controls integration

Preparation of procurement specifications and technical requirements for City procurement of emergency generators and automatic transfer switches

SCADA integration and telemetry coordination

Fuel storage and containment design

Site civil modifications (pads, fencing, noise control, access, drainage)

Incorporate requirements of the Build America, Buy America Act (BABA) into project specifications, including identification of applicable materials (iron, steel, manufactured products, and construction materials)

Incorporate applicable Davis-Bacon Act wage determinations and federal labor provisions into project specifications

C. Bidding Assistance

Preparation of bid documents

Support during bidding and addenda

Evaluation of contractor bids and recommendation of award

D. Construction Administration

Submittal review

Site visits and construction observation

Coordination with contractor and City staƯ

Startup, testing, and commissioning support

Documentation and record drawings

Assist the City in administering Davis-Bacon compliance requirements, including review of certified payrolls for general conformance

Assist the City with project related federal compliance documentation, including Build America, Buy America (BABA), American Iron and Steel (AIS), and other applicable domestic sourcing documentation

Provide support for project reimbursement documentation, construction progress reporting, procurement documentation, and project closeout documentation directly related to engineering and construction activities

E. Special Considerations

Maintain operation of active water facilities during construction

Coordinate outages with City staƯ

Design must meet Utah Division of Drinking Water requirements

SECTION 7. FEDERAL REQUIREMENTS (MANDATORY)

This project is federally funded. The selected consultant must comply with all applicable requirements including:

A. Uniform Guidance

All procurement and contracts shall comply with 2 CFR Part 200.

B. Equal Opportunity Compliance with applicable federal nondiscrimination requirements, including:

Title VI of the Civil Rights Act of 1964 All applicable federal, state, and local EEO requirements

C. Davis-Bacon Act (40 USC 3141–3148)

This project is subject to federal prevailing wage requirements. The selected consultant shall incorporate all applicable labor standards provisions into the project specifications and coordinate with the City and funding agency to ensure compliance.

D. Contract Work Hours and Safety Standards Act

The project shall comply with applicable provisions of the Contract Work Hours and Safety Standards Act (40 USC 3701–3708).

E. Clean Air Act and Clean Water Act

The consultant shall comply with all applicable Clean Air Act and Federal Water Pollution Control Act requirements and applicable federal contract provisions.

https://www.epa.gov/laws-regulations/summary-clean-water-act https://www.epa.gov/laws-regulations/summary-clean-air-act

F. Debarment and Suspension

The selected consultant must not be debarred or suspended and must be eligible for award under federal regulations (SAM.gov)

G. Byrd Anti-Lobbying Amendment

The consultant shall comply with the Byrd Anti-Lobbying Amendment (31 USC 1352) and provide required certifications.

H. Procurement of Recovered Materials

The consultant shall comply with applicable federal requirements governing recovered materials and shall incorporate those requirements into the project specifications and construction documents when applicable.

I. Build America, Buy America (BABA), American Iron and Steel (AIS), and Domestic Preference Requirements

The selected consultant shall incorporate applicable federal domestic sourcing requirements into the project documents, including Build America, Buy America (BABA), American Iron and Steel (AIS), and other applicable domestic preference requirements in eƯect at the time of project bidding and construction.

SECTION 8. CONFLICT OF INTEREST

Consultants must disclose any potential conflicts of interest in accordance with 2 CFR 200.318(c). No person or firm that participated in developing or drafting this RFQ, its scope of services, specifications, evaluation criteria, or other material solicitation requirements may submit an SOQ or participate in the resulting contract.

SECTION 9. SCHEDULE

RFQ Issued: August 6, 2026 at 4:00 pm MT

SOQs Due: September 7, 2026 at 3:00 pm MT

Questions Due Date: August 24, 2026 at 5:00 pm MT

Interviews: TBD

Selection: TBD

SECTION 10. EVALUATION PROCESS AND CRITERIA

SOQs will be evaluated and firms will be ranked in accordance with Murray City Code §§3.10.090 and 3.10.420 as explained below. Selection will be based on demonstrated competence and qualifications. Price will not be requested, submitted, or considered during the evaluation and ranking process.

An evaluation committee of at least three members, each signing a conflict-of-interest disclosure, will assess SOQs based on the criteria set forth in this RFQ. The Purchasing Agent will first review SOQs for responsiveness and compliance. SOQs that fail to conform in all material respects to the requirements of this RFQ may be rejected as nonresponsive. A maximum of 300 points is available.

The evaluation committee will evaluate each responsive SOQ using only the criteria and point values stated below.

Statement of Qualifications (SOQs) will be evaluated based on the following:

Project understanding and approach – 0 to 50 points

Relevant experience (water systems, generators) – 0 to 50 points

Qualifications of key personnel – 0 to 40 points

Experience with federally funded projects – 0 to 30 points

Past performance / references – 0 to 20 points

Familiarity with local conditions and regulatory environment – 0 to 10 points

Following the written evaluation, the Selection Committee will invite the three highest-rated firms to participate in discussions, provided at least three qualified firms are available. Discussions will address the firm’s project understanding, technical approach, key personnel, schedule, coordination, and alternative methods of accomplishing the work. The published interview criteria and point values will be used in determining the final ranking.

Phase II Interview Questions

Shortlisted firms will be asked the same core questions. Interviews will be used to clarify qualifications and assist the Selection Committee in determining the final ranking. Pricing shall not be discussed.

1. Project Understanding: What are the primary technical, operational, and scheduling risks associated with this project, and how would your team address them?

2. Technical Approach: Describe your approach to evaluating existing electrical systems, sizing the generators, and designing the required transfer switches, controls, and related improvements.

3. Continuity of Operations: How would your team minimize outages and maintain water service, system pressure, and fire-flow capability during construction?

4. Federal and Regulatory Compliance: Describe your experience and approach to managing applicable federal funding, domestic sourcing, labor, environmental, permitting, and documentation requirements.

5. Project Team: Identify the key personnel assigned to the project, their responsibilities, availability, and experience with comparable municipal water and emergency-power projects.

6. Quality, Schedule, and Coordination: Describe your quality-control, schedule-management, cost-estimating, and coordination processes from preliminary design through construction closeout.

7. Project Scenario: If an existing electrical or control system cannot support the preferred generator configuration, how would your team evaluate alternatives and advise the City?

8. Lessons and Recommendations: What lessons from similar projects or alternative approaches should the City consider to reduce risk, improve reliability, or shorten the project schedule?

The shortlisted firms will be scored by the following criteria:

Understanding of project and risks -0 to 15 points Technical Approach and reliability -0 to 15 points Continuity of water operations -0 to 15 points Federal and regulatory compliance -0 to 15 points

Qualifications and availability of proposed project team -0 to 10 points Quality control, schedule, and interdisciplinary coordination -0 to 10 points Project scenario. Schedule, equipment lead times, and construction support -0 to 10 points Lessons and Recommendations. Scenario response and professional judgment -0 to 10 points

SECTION 11. NEGOTIATION

The City will negotiate scope, contract terms, and compensation with the highest-ranked firm.

Compensation must be determined in writing to be fair and reasonable based on the estimated value, scope, complexity, and professional nature of the services. If a satisfactory agreement cannot be reached, negotiations with that firm will be formally terminated, and the City may begin negotiations with the next-ranked firm.

SECTION 12. STATEMENT OF QUALIFICATIONS CONTENTS

SOQ Length: SOQs shall not exceed (16) pages total, excluding cover page and resumes. Excess pages may not be reviewed.

Section 1: Cover Page (1–2 pages) with project title, RFQ number, company name, and contact information.

Section 2: Firm and Personnel Qualifications (2–5 pages) showing relevant experience with municipal water systems, backup power design, and federally funded projects (EPA, SRF, or similar), licenses, and key staƯ. Include at least three references for comparable projects.

For each reference, provide the project owner, contact name, telephone number, email address, project description, completion date, and the role of the proposed key personnel.

Resumes may be included in an appendix and will not count toward the page limit.

Section 3: Project Background and Understanding (1–2 pages) describing knowledge of Murray City’s system and project needs.

Section 4: Project Approach and Key Issues (2–5 pages) outlining methodology, schedule control, coordination plan, and approach to meeting federal requirements (e.g., BABA and Davis-Bacon compliance), including submittal review and construction-phase coordination.

Section 5: Project Schedule (1–2 pages) with milestones from notice to proceed through design, bidding, construction, commissioning, and closeout.

Do not include pricing information.

SECTION 13. SOQ SUBMISSION INSTRUCTIONS

Statements of Qualifications (SOQs) shall be electronically submitted, mailed, or hand delivered.

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

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

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

“RFQ 26-31, Engineering Services – Emergency Generator Installation for Municipal Wells, NAME OF FIRM.”

Submit SOQs to:

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

SOQs received after the deadline stated in this RFQ will not be accepted and will be returned unopened.

SECTION 14. ADMINISTRATIVE PROVISIONS

Murray City reserves the right to cancel this Request for Qualifications or to reject any or all SOQs, 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 aƯect the substance of a SOQ, provide an unfair competitive advantage, prejudice another oƯeror, or materially aƯect price, quality, quantity, delivery, scope, or contractual obligations.

The City will not waive a material requirement of this RFQ. A SOQ that fails to conform in all material respects to the requirements of this RFQ 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.

BID PROTESTS

Any actual or prospective oƯeror or OƯeror aggrieved in connection with this RFQ or the proposed award may file a written protest with the Purchasing Agent in accordance with Murray City Code §3.10.470. A protest concerning this RFQ shall be submitted within five business days after the City issues its notice to award a contract. The protest shall include the information required by Murray City Code §3.10.470(A), including the relief sought and the facts and legal authority supporting the protest. Filing a protest does not automatically stay the procurement process.

GRAMA:

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

An OƯeror 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.

SECTION 15. AWARD AND CONTRACT

It is the intention of the City to select the firm whose qualifications are determined to be the most advantageous and in the best interests of the City. The City will negotiate a contract, including scope and fee, with the highest-ranked firm in accordance with Qualifications-Based Selection (QBS) procedures. The City does not guarantee any award as a result of this solicitation.

The City does not guarantee any minimum quantity or amount of work. The City’s payment and performance obligations for each fiscal year are subject to the availability and annual appropriation of funds. If suƯicient funds are not appropriated or otherwise made available, the City may cancel, suspend, or reduce the remaining work without penalty, as provided in the Draft Agreement.

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

SECTION 16. ATTACHMENTS

1. Appendix A

2. Attachment A - Draft Agreement

APPENDIX A

APPENDIX A – EXISTING CONDITIONS & SITE INFORMATION

A.1 Project Overview

This appendix provides available existing information for three (3) municipal well sites where emergency backup generators will be installed. Information is provided for reference only. The Consultant shall verify all field conditions.

A.2 Well Site Summary Table

Well Name Pressure Zone Approx. Pump HP Electrical Service

Whitmore West Zone 1 500 HP 480 V / 3 Phase

Whitmore East Zone 1 250 HP 480 V / 3 Phase

Hyland Zone 2 10 HP + 3 Boosters 480 V / 3 Phase

A.3 Site Descriptions

Well #1 – Whitmore West Well

Location: 6722 South Courtland Avenue Facility Description: City property with a well house Year Constructed: 1964 Operational Role: Primary Supply

Existing Electrical:

Service size and voltage: 480V – 800 Amp Phase: 3-Phase Existing motor control type: VFD 500HP/ 480V/ 3PH/ 542A Exhaust Fan: 480V/ 3PH/ 30A Transformer for Lighting & Control: 480V to 120/240V- 480V/ S.PH./ 30A Other:

o 800 Amp breaker feed to VFD.

o Incoming wire from transformer:

Parallel 350 kcmil copper.

o Wire from breaker to VFD

3 sets of 250 kcmil copper.

o Wire from VFD to motor:

parallel 350 kcmil copper.

Service: Murray City Power

Site Constraints:

Nearby structures/setbacks Noise sensitivity: residential proximity

Existing Infrastructure & Controls

SCADA system: Allen Bradley/Inductive Automation Telemetry: Cellular/Verizon Any known electrical deficiencies: No main disconnect on exterior of building. No main breaker inside building.

Well #2 – Whitmore East Well

Location: 2205 East Eagle Ray Court (6720 South) Facility Description: City property with a well house Year Constructed: 1963 Operational Role: Primary Supply

Existing Electrical:

Service size and voltage: 480V – 600 Amp Phase: 3 - Phase Existing motor control type: 250HP/ 480V/ 3PH/ 287A Transformer for Lighting & Control: 480V to 120/240V- 480V/ S.PH./ 20A Other:

o Incoming wire from transformer to 600A main breaker 350 kcmil copper o 600 Amp main breaker in the gear.

o 500 Amp main breaker for pump motor.

o 500 Amp breaker to motor soft start.

Parallel 3/0 copper.

o Soft start to motor: 500 kcmil copper.

Service: Murray City Power

Site Constraints:

Nearby structures/setbacks Noise sensitivity: residential proximity

Existing Infrastructure & Controls

SCADA system: Allen Bradley/Inductive Automation Telemetry: Cellular/Verizon Any known electrical deficiencies: No main disconnect on exterior of building. No main breaker inside building.

Well #3 – Hyland Well, Booster Station & Reservoir

Location: 680 East Woodoak Ln Facility Description: City property with a well house Year Constructed: 1966 Operational Role: Emergency Supply

Existing Electrical:

Service size and voltage: 480V – 400 Amp Phase: 3 Phase Exterior Main Disconnect: 300A Fused Existing motor control type: 480V/ 3 Phase/ 30A—10HP UH-1 480V/ 3 Phase/ 15A UH-2 480V/ 3 Phase/ 30A Booster Pumps o Pump #1 480V/ 3 Phase/ 50A— 25 HP o Pump #2 480V/ 3 Phase/ 100A— 40HP o Pump #3 480v/ 3 Phase/ 150A—75 HP

Other:

o Wiring from main disconnect to 300A main breaker in the MCC

350 MCM copper feeders Service: Murray City Power

Site Constraints:

Nearby structures/setbacks Noise sensitivity: residential & cemetery proximity

Existing Infrastructure & Controls

SCADA system: Allen Bradley/Inductive Automation Telemetry: Fiber/Utopia

A.4 Regulatory & Permitting Considerations

Utah Division of Drinking Water applies

Local building/zoning requirements apply o Well #1 & #2 are in Cottonwood Heights o Well #3 is in Murray City

Air quality permitting (DAQ) may be required for diesel generators

Noise ordinances may apply depending on site

A.5 Arial Overview of Properties

Well #1

Well #2

Well #3

AGREEMENT

BETWEEN

MURRAY CITY CORPORATION

AND

for Engineering Services for the Design, Bidding, and Construction Support of

Emergency Backup Power Systems at Three City Culinary Water Wells

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 _________________ (“Consultant”).

RECITALS

WHEREAS, the City owns and operates a groundwater-based culinary water system consisting of multiple production wells and reliable power is critical in maintaining adequate system pressure, fire flow, and public health protection; and

WHEREAS, the City desires to provide permanent standby power generation systems at three existing culinary water well sites to improve system reliability and emergency preparedness; and

WHERAS, the City is in need of a consultant to perform necessary Engineering Services for the design, bidding, and construction support for the emergency backup power systems at the three culinary well sites (the “Engineering Services”); and

WHEREAS, Consultant indicates that it is ready, willing, and able to perform the

Services as set forth in this Agreement; and

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

WHEREAS, the parties want to enter into this Agreement to govern the terms of the services;

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

AGREEMENT

A. SCOPE OF SERVICES. City hereby agrees to engage Consultant, and Consultant hereby agrees to perform Engineering Services according to the terms and conditions of this

Agreement, and as set forth in Consultant’s Proposal dated ______________ (“Consultant’s

Proposal”), attached hereto as “Exhibit A" and incorporated herein by reference. Consultant

Attachment A shall furnish all labor, equipment, and materials to perform the Engineering Services as outlined in this Agreement and Consultant’s Proposal. In the event of any conflict between the terms and conditions of this Agreement and Consultant’s Proposal, the terms and conditions of this Agreement shall be controlling. Consultant shall confer with City for clarification of all pertinent questions that may arise throughout the course of providing

Services under this Agreement.

B. TIME OF PERFORMANCE. This Agreement shall commence on the Effective Date entered above and be performed according to the schedule set forth in Consultant’s Proposal.

C. FEES AND PAYMENT. Consultant shall complete the services on a time and expense basis. The total consideration to be paid for the services shall not exceed

_____________________________________ DOLLARS ($_________). City shall pay

Consultant within thirty (30) days after receipt of an invoice from Consultant and verification of completion of the Work.

D. GENERAL TERMS AND CONDITIONS. Consultant agrees to the following general terms and conditions:

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

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

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

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

CONFIDENTIAL INFORMATION:

(A) Consultant shall treat as confidential all non-public information provided by the City that relates to this Agreement, or that Consultant obtains as a result of performance under this

Agreement. Upon termination or expiration of this Agreement, Consultant will return all copies of Confidential Information to the City or certify, in writing, that the Confidential Information has been destroyed. This duty of confidentiality shall be ongoing and survive the termination or expiration of this Agreement.

(B) In no event shall the City be liable to the Consultant for the release of confidential or proprietary information provided by Consultant to City except as provided under the Utah

Government Records Access and Management Act (“GRAMA”).

CONSULTANT’S EMPLOYEES. Consultant’s employees, if any, who perform service under this Agreement shall also be bound by the provisions of this Agreement.

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

FORCE MAJEURE: Except for the obligation to pay for services appropriately rendered in accordance with this Agreement, neither party hereto will be held responsible for loss, damage, delay or default in shipment or performance occasioned by unforeseeable causes beyond the control and without the fault or negligence of the party, including, but not restricted to, fire, flood, epidemics, quarantine, strikes, riot, acts of God or the public enemy and/or war.

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. Consultant 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 Consultant’s performance of this Agreement caused by or that arise from any negligent, reckless or intentional act or omission of Consultant, its agents, employees, officers, partners, or

Subcontractors, without limitation; provided, however, that Consultant 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. Consultant 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 Consultant’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 Consultant, Consultant’s employees and any subcontractors are independent contractors and are not agents or employees of the City. Services rendered by Consultant under this Agreement are not rendered as a City employee and amounts paid under this Agreement do not constitute compensation paid to an employee. Consultant is solely responsible for Consultant’s own employment taxes, worker’s compensation premiums and similar expenses. Consultant 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. This Agreement does not create any joint venture, partnership, undertaking, or business arrangement between the parties hereto. The City assumes no liability for the actions of Consultant.

INSURANCE: Consultant 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 Consultant. Consultant shall provide City with proof of insurance prior to the commencement of the Work. Specifically, Consultant shall maintain professional liability insurance in the amount of at least two million dollars ($2,000,000.00), or such higher amount as described in a Solicitation for this Agreement. Such insurance shall cover errors and omissions, negligent acts and costs of claims/litigation including investigation and court costs. If the policy is written as a “claims made” policy, Consultant must ensure and provide evidence that the policy retroactive date is prior to the start of the contract work, that coverage is maintained during the duration of performance of the Agreement or the contract period (whichever is longer) and that the policy has a reporting period or run-off provision of at least three (3) years following completion or termination of the performance of professional services under the Agreement.

LAWS AND REGULATIONS: At all times during this Agreement, Consultant 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.

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 Consultant 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: Consultant 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 Consultant 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.

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

OTHER AGREEMENTS AND RIGHTS: Consultant certifies that the performance of this

Agreement by Consultant will not violate any contracts or agreements with third parties or any third-party rights, including but not limited to non-compete agreements, non-disclosure agreements, patents, trademarks or other intellectual property rights.

OWNERSHIP OF DOCUMENTS. All documents and records produced by Consultant in connection with this Agreement, without limitation, shall become and remain the City’s property. The City shall have the right to use such documents and records without restriction or limitation and without further compensation to Consultant. The parties agree that the Services to be performed by Consultant are a work for hire under U.S. copyright laws and that the City shall retain sole ownership of all copyrights therein.

PAYMENT: The City’s payment for the Services shall not be deemed an acceptance of the

Services and is without prejudice to any and all claims that the City may have against

Consultant.

RETURN OF RECORDS. Upon termination or completion of this Agreement, Consultant shall deliver to the City, all records, notes, data, memoranda, models, and equipment of any nature that are in Consultant’s possession or under Consultant’s control relating to Consultant’s

Services under this Agreement. All such records shall remain the property of the City.

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 Consultant and its Subcontractors (if any) 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 type, magnitude, and complexity of the Services that are the subject of this

Agreement. Consultant shall be liable to the City for claims, liabilities, additional burdens, penalties, damages, or third-party claims (e.g., another Consultant’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.

TERMINATION:

This Agreement may be terminated by either party for any or no reason upon ten (10) days’ written notice. In the event of termination by the City, the City shall promptly compensate the

Consultant for all Services performed by the Consultant prior to termination.

Consultant acknowledges that in the event of termination, all work product, finished or unfinished, including but not limited to all manuals, forms, contracts, schedules, reports, and any and all documents produced by Consultant 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.

TIME: The Services shall be completed by any applicable deadline stated in this Agreement or its exhibits. For all Services, time is of the essence.

WAIVER: The failure of either party at any time or times hereafter to require strict performance by the other of any of the undertakings, agreements or covenants contained in this Agreement shall not constitute a waiver of such provision, nor in any way affect the validity of the

Agreement, any part hereof, or the right of the party hereunder to demand strict compliance and performance therewith. None of the undertakings, agreements, or covenants of either party under this Agreement shall be deemed to have been waived unless such waiver is evidenced by an instrument in writing signed by both parties.

(Signature Page to Follow)

DATED as of the day and year first written above.

MURRAY CITY CORPORATION CONSULTANT

Brett A. Hales, Mayor (Signature)

(Print Name and Title)

ATTEST:

Brooke Smith, City Recorder

APPROVED AS TO FORM

Murray City Attorney’s Office

APPROVED AS TO CONTENT

Public Works Department

APPROVED AS TO AVAILABILITY OF FUNDS

Finance Department

EXHIBIT A

CONSULTANT’S PROPOSAL

DATED _______________