1-AFPARKS Boat Dock RFP.pdf

AMERICAN FORK CITY

REQUEST FOR PROPOSALS (RFP)

Boat Dock Replacement

RFP # AFPARKS102226

Date of Issue: October 22, 2026

TABLE OF CONTENTS

TITLE

PAGE NO.

I. NOTICE TO PROPOSERS

A. GRAMA

B. EMPLOYEE STATUS VERIFICATION SYSTEM

C. ETHICAL STANDARDS

II. INTRODUCTION 4

III. PROJECTED SCHEDULE FOR THE RFP PROCESS 4

IV. TERM OF AGREEMENT 5

V. NO MANDATORY SITE VISIT AND QUESTION SUBMISSION 5

VI. BACKGROUND 5

VII. SCOPE OF WORK AND TASKS TO BE COMPLETED 5

VIII. PRICING/COSTS/FEES 6

IX. PROPOSAL FORMAT 6

X. PROPOSAL SUBMISSION 6

XI. EVALUATION AND SCORING CRITERIA 8

XII. WRITTEN AGREEMENT REQUIRED 9

ATTACHMENT A –Construction Services Agreement

ATTACHMENT B – RFP Agreement

ATTACHMENT C – E-Verify Certification

ATTACHMENT D – Price Proposal Form

ATTACHMENT E – Existing Dock Layout and Site Photos

I. NOTICE TO PROPOSERS

A. GOVERNMENT RECORDS ACCESS AND MANAGEMENT ACT (GRAMA) American

Fork City is a governmental entity subject to the Utah Government Records Access and Management Act (“GRAMA”), Utah Code Ann. §§ 63G-2-101 et seq. As a result, American Fork City is required to disclose certain information and materials to the public, upon request. Generally, any document submitted to American Fork is considered a “public record” under GRAMA. Any person who provides to American

Fork a record that the person believes shall be protected under subsection 63G-2-

305(1) or (2) shall provide both: (1) a written claim of business confidentiality and (2) a concise statement of reasons supporting the claim of business confidentiality.

Generally, GRAMA only protects against the disclosure of trade secrets or commercial information that could reasonably be expected to result in unfair competitive injury. ALL DOCUMENTS SUBMITTED IN RESPONSE TO THIS RFP WILL

BE TREATED AS PUBLIC RECORDS IN ACCORDANCE WITH GRAMA, UNLESS A

CLAIM OF BUSINESS CONFIDENTIALITY HAS BEEN PROPERLY MADE AND

APPROVED BY AMERICAN FORK CITY. ALL PROPOSED COSTS/PRICING/FEES

SUBMITTED TO THE AMERICAN FORK SHALL BE CONSIDERED PUBLIC RECORDS.

B. EMPLOYEE STATUS VERIFICATION SYSTEM

Proposer agrees to provide the signed E-Verify Certification (Attachment C) and shall register and participate in the Status Verification System before entering into a contract with American Fork City as required by Utah Code Ann. § 63G-12-302. The

Status Verification System is an electronic system operated by the federal government, through which an authorized official of a state agency or a political subdivision of the state may inquire by exercise of authority delegated pursuant to

8 U.S.C. § 1373 to verify the citizenship or immigration status of an individual within the jurisdiction of the agency or political subdivision. Proposer is individually responsible for verifying the employment status of only new employees who work under Proposer’s supervision or direction and not those who work for another

Proposer or subcontractor, except each Proposer or subcontractor who works under or for another Proposer shall certify to the main Proposer by affidavit

(Attachment C) that the Proposer or subcontractor has verified, through the Status

Verification System, the employment status of each new employee of the respective Proposer or subcontractor. The Proposer shall comply in all respects with the provisions of Utah Code Ann. § 63G-12-302. Proposer’s failure to so comply may result in the immediate termination of its contract with American Fork City.

C. ETHICAL STANDARDS

Proposer represents that it has not: (a) provided an illegal gift to any American

Fork City officer or employee, or former American Fork City officer or employee, or to any relative or business entity of a American Fork City officer or employee, or relative or business entity of a former American Fork City officer or employee; (b) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, other than bona fide employees of bona fide commercial agencies established for the purpose of securing business; (c) breached any of the ethical standards set forth in State statute or American Fork City Code of Ordinances § 2.08.130; or (d) knowingly influenced, and hereby promises that it will not knowingly influence, any American Fork City officer or employee or former American Fork City officer or employee to breach any of the ethical standards set forth in State statute or

American Fork City ordinances.

II. INTRODUCTION

The American Fork Parks Division is replacing the boat dock system at the American

Fork Boat Harbor and is seeking contractors to provide a replacement dock system including the installation of the new system. (the “Project”).

The City is committed to providing high-quality, safe, innovative and inviting programs, services and facilities at the American Fork Boat Harbor. The current boat docks have met their life expectancy and need replacement. American Fork City has received a grant from the State of Utah Department of Natural Resources and the

American Fork City PARC grant to fund the dock replacement.

Proposals for this Project will be received electronically through the Utah Public

Procurement Place (U3P) website hosted on Bonfire at https://utah.bonfirehub.com, until November 19, 2026 at 2:00 p.m. Mountain Time. At that time, proposals will be opened privately and only the names of Proposers will be made public. Notice of

Intent to Award is expected to be issued by December 3, 2026, with City Council

Acceptance of Award on December 8, 2026. Notice to Proceed is expected to be issued by December 14, 2026.

Information and Proposal Documents for the Project can be found at the following website: https://utah.bonfirehub.com

Proposal Documents may be downloaded from the designated website. Proposers are urged to register with the designated website as a plan holder, even if Proposal

Documents are obtained from a plan room or source other than the designated website in either electronic or paper format. The designated website will be updated periodically with addenda, lists of registered plan holders, reports, and other information relevant to submitting a Proposal for the Project. All official notifications, addenda, and other Proposal Documents will be offered only through the designated website. The City is not responsible for Proposal Documents, including addenda, if any, are obtained from sources other than the designated website.

III. PROJECTED SCHEDULE FOR THE RFP PROCESS

American Fork City reserves the right to modify the following schedule at their discretion:

Activity Date

RFP Posted online October 22, 2026

Optional Site Visit October 29, 2026, 10:00 a.m.

Final day to submit questions October 29, 2026 by 2:00 pm

City issues final answers to questions November 5, 2026

Proposal due date November 12, 2026 by 2:00 pm

Notice of Intent to Award December 3, 2026

Council Approval December 8, 2026

Notice to Proceed December 14, 2026

IV. TERM OF AGREEMENT

The term of the agreement is from execution through final completion and acceptance of the Project, including any warranty obligations

V. NO MANDATORY PRE-PROPOSAL CONFERENCE AND QUESTION SUBMISSION

There will not be a mandatory pre-proposal conference for this project. An optional site visit will be held at the American Fork Boat Harbor on October 29, 2026, at 10:00 a.m. so Proposers can view the existing dock layout and anchoring system. Attendance is not required to submit a proposal. All questions must be submitted electronically through the U3P (Bonfire) portal by the deadline in Section III. Answers will be issued by addendum.

VI. BACKGROUND

The American Fork Parks division is responsible for the operation of the American Fork City Boat

Harbor. The City recently completed a $4 million renovation of the facility. The City is now looking to replace the old dock system with a new system. The city obtained a grant from the State of Utah

Department of Natural Resources for the dock replacement. The dock replacement is funded in part by a Boating Access Grant administered by the Utah Division of Wildlife Resources, which includes federal funds from the U.S. Fish and Wildlife Service Sport Fish Restoration Program. The selected Contractor must comply with the federal contract provisions included in Attachment A and all other applicable federal and state permitting and regulation requirements.

VII. SCOPE OF WORK AND TASKS TO BE COMPLETED

Work under this RFP consists of the design, supply, delivery, and installation of a new dock system at the American Fork Boat Harbor. The new system shall be designed, constructed, and installed to meet applicable safety standards, marine regulations, and state and environmental regulations.

The dock configuration shall generally match the existing harbor layout shown in Attachment E, unless the Proposer recommends an alternative configuration for the City’s consideration.

a. Dock System Supply. Provide all dock sections, floats, framing, decking, gangways, handrails, hardware, accessories, and equipment necessary for a complete system, delivered to the Boat

Harbor.

b. Anchoring. It is anticipated the Contractor will utilize the existing anchor system and make any modifications necessary to fit the new dock system. If a new or modified anchoring system is proposed, provide design and installation plans, stamped by a professional engineer licensed in the

State of Utah, demonstrating the system’s ability to adjust to changing water levels.

c. Installation. Install the complete dock system, including connection to the anchoring system, gangways, and shore access, and leave the harbor clean and fully operational.

d. Removal of Existing Dock System (Bid Alternate). Remove and legally dispose of the existing dock system. If the City does not award this alternate, the City will remove the existing docks before installation begins.

Minimum Performance Requirements. Proposals shall describe how the proposed system meets the following:

i. Materials: Frame, float, and decking materials suited to freshwater public use, UV-resistant and low-maintenance, with fully encapsulated floats.

ii. Design loads: Minimum uniform live load of 30 pounds per square foot, with freeboard and stability appropriate for public use.

iii. Water levels: Accommodate Utah Lake water-level fluctuation of 8 feet.

iv. Winter conditions: Withstand ice and winter conditions on Utah Lake, or describe any seasonal removal or maintenance required.

v. Accessibility: Gangways, accessible routes, and accessible slips shall comply with the 2010 ADA

Standards for Accessible Design, Section 1003 (Recreational Boating Facilities).

vi. Accessories: Cleats, bumpers or rub rails, ladders, and signage.

vii. Aquatic invasive species: All equipment and watercraft shall be cleaned and decontaminated in accordance with Utah Division of Wildlife Resources requirements before launch.

viii. Warranty: Minimum 10-year warranty on floats and framing and minimum one (1)-year warranty on workmanship. Describe all manufacturer warranties.

ix. Submittals: Shop drawings, product data, and anchoring plans shall be submitted for City approval before fabrication.

x. Permits: The Contractor shall identify and assist the City in obtaining any permits required for the Project, including any required by the Utah Division of Forestry, Fire and State Lands, and shall obtain all permits and licenses needed for its own operations.

xi. Schedule and site: Installation shall be substantially complete by April 15, 2027. The City will designate a staging area and coordinate harbor closures with the Contractor.

VIII. PRICING/COSTS/FEES

A. Costs for Work

i. Proposers shall submit pricing on the Price Proposal Form (Attachment D) as a lump sum for each of the following: (A) dock system design, supply, and delivery; (B) installation, including anchoring modifications; and (C) Bid Alternate – removal and disposal of the existing dock system. Prices shall include all costs, including mobilization, freight, equipment, labor, engineering, permits, and insurance. The City may award the Project with or without the Bid Alternate.

B. Payment for these services will be as follows

i. The Proposer will be paid for work actually completed.

ii. Progress payments may be made for dock materials delivered to the Boat

Harbor and for installation work completed, less retainage as allowed by

Utah Code § 13-8-5. Final payment, including release of retainage, will be made upon final acceptance by the City.

IX. PROPOSAL FORMAT

All proposals shall be formatted according to the following specifications:

A. Page Limit: proposals cannot be more than 10 pages. Resume documents submitted will not count toward the page limit. Product data sheets, drawings, warranty documents, and Attachments B, C, and D will not count toward the page limit.

B. Page Numbering: proposals shall contain page numbers.

C. Table of Contents: proposals shall contain a table of contents with references to page numbers

D. Proposal Packages: Complete proposal packages shall be submitted online via the U3P

(Bonfire) portal.

E. Cover Letter: The main proposal should include a cover letter. The proposal shall include the signed RFP Agreement provided as Attachment B. Attachment B indicates the

Proposer’s willingness to enter into an agreement with the City and accept the City’s draft contract, included as Attachment A of the proposal documents. Any exceptions to the draft contract must be included in the proposal. A person legally authorized to bind the

Proposer to the proposed project must sign this letter. Proposals will include the full name, legal status (corporation, state of incorporation, partnership, proprietorship, etc.), business address of the Proposer, and telephone number. The name of the principal and their business title will be included in the signature element in either type or print.

Penciled signatures or notations will not be accepted. The completed Price Proposal

Form (Attachment D) shall be submitted with the proposal.

F. Project Team: Provide a contact list of all contacts for the project (i.e. project manager, installation supervisor, engineer, etc. ). Contact information should include at a minimum name, address, office phone, direct phone number, and email.

G. Technical Proposal: Describe the proposed dock system, including manufacturer, materials, design loads, anchoring approach, accessibility features, and warranty, and how the system meets the requirements of Section VII. Include product data sheets and a proposed layout drawing.

H. Experience and Schedule: Provide relevant experience, references, and a proposed schedule as described in Section XI.

X. PROPOSAL SUBMISSION

By submitting a proposal to this RFP, Proposer understands and agrees to the following:

A. RFP Cancellation: This RFP may be cancelled at any time prior to the execution of a written agreement if deemed in the best interests of the City. This includes cancellation of the

RFP after an award has been made, but prior to the execution of a written contract.

Proposer is not entitled to recover any costs related to the preparation of the proposal due to cancellation of the RFP or withdrawal of an award prior to the execution of a written agreement.

B. Firm Pricing: All prices, quotes, or proposals are to remain firm for 120 days after the proposal closing date, unless a different period is stated in the RFP. Any proposal that does not offer to remain firm for the required period may be considered to be non-responsive.

C. Costs: Proposers bear all costs and expenses related to this RFP including, but not limited to, preparation and delivery of the proposal, and if required attending an interview.

D. Licensing: All applicable federal, state, and local licenses must be acquired before the contract is entered into between the City and the selected Proposer. Licenses must be maintained throughout the entire contract period. People doing business as an Individual, Association, Partnership, Corporation, or otherwise shall be registered with the Utah

State Division of Corporations and Commercial Code. NOTE: Forms and information on registration may be obtained by calling (801) 530-4849 or toll free at 877-526-3994, or by accessing: commerce.utah.gov.

E. Changes or Modifications: Any changes or modification to the RFP will be made by written addendum. Proposers submitting a proposal based on any information other than that contained in RFP and any addenda, do so at their own risk.

F. Receiving Proposals: The Parks Division Selection Committee will administer the opening of all proposals. After the closing time, only the identity of each Proposer will be made public. If only one proposal is received in response to the RFP, the Parks Division selection committee may recommend an award of a contract to the single proposer.

Alternatively, the Parks Division selection committee may re-solicit for the purpose of obtaining additional proposals.

G. Modifying or Withdrawing Proposals: Proposer may modify or withdraw their proposals at any time prior to the closing time. Requests to modify a proposal before the closing time shall be made through the electronic process

H. Rejection of Proposals: Any proposal containing significant deviations from the specifications of the RFP shall be considered non-responsive and may be rejected as a whole or in part.

I. Protests: : Questions or objections concerning the terms, specifications, or requirements of this RFP should be submitted through the designated procurement portal before the proposal submission deadline to allow the City an opportunity to address the matter before proposals are received. An applicant seeking to appeal an award of contract shall comply with Section 11 of the American Fork City Purchasing Policy, dated May 28, 2024, as applicable. A written notice of appeal must be filed with the American Fork City

Recorder within ten (10) calendar days after the City's award of contract. The notice shall include the information required by Section 11.A of the Purchasing Policy. The Purchasing

Agent shall consider and decide the appeal in accordance with Section 11.A. A party aggrieved by the Purchasing Agent's decision may pursue an additional administrative appeal to the Mayor as provided in Section 11.B. The City reserves the right to proceed with procurement activities during an appeal except as otherwise required by applicable law or determined by the authorized City official. Nothing in this RFP shall be interpreted to limit or modify appeal rights established by the City's Purchasing Policy or applicable law.

J. Free and Competitive Selection: Any agreement or collusion among prospective Proposers to fix a price or limit competition shall render the proposals void, and such conduct is unlawful and subject to criminal sanction. Proposer certifies that not anyone in its firm or company has either directly or indirectly restrained free and competitive selection, participated in any collusion, or otherwise taken any action unauthorized by City

Purchasing Ordinances or applicable laws.

K. Reasonable Accommodations: Reasonable accommodations for qualified disabled individuals may be provided upon receipt of a request with five working days’ notice.

Please contact Parks Division Office, 454 North Center Street, American Fork, Utah 84003, 801-763-3023. TTY users call 711.

L. Federal Requirements: This Project is funded in part with federal funds. By submitting a proposal, Proposer certifies that neither it nor its principals are debarred, suspended, or otherwise excluded from federal contracts (verifiable at SAM.gov), and agrees to comply with the federal provisions included in Attachment A, including the Byrd Anti-Lobbying certification if the contract exceeds $100,000.

XI. EVALUATION AND SCORING CRITERIA

Proposals will be evaluated, scored, and ranked by a Parks Division Selection Committee (the

“Selection Committee”). Each member of the committee will be provided with a score sheet to complete the proposal evaluation utilizing a point system listed below. The Selection Committee may invite up to the top three ranked proposals for an interview/demonstration. The purpose of the interview/demonstration is clarification and verification of the written proposal. The

Selection Committee may re-score the proposal after the interview/demonstration, but may not re-score pricing/costs/fees, unless the Selection Committee requests a best and final offer. A recommendation will then be presented to the proper signing authority for consideration and approval. Proposals will be evaluated, scored, and ranked on the following criteria:

30 pts. Proposed Pricing/Costs/Fees. Refer to Section VIII regarding pricing requirements.

Pricing shall be lump sum and inclusive of any and all costs the Proposer may incur, including freight, travel, lodging, mobilization, equipment, engineering, permits, and insurance.

25 Pts. Product Quality and Technical Approach. Quality, durability, and suitability of the proposed dock system for Utah Lake conditions; compliance with the requirements of Section VII;

anchoring approach; and accessibility features.

20 Pts. Relevant Experience. Provide detailed relevant experience for projects of similar scope and comparable size and complexity which shall include the following: name of client, contact person and current phone number, brief description of project, date, total contract amount, and any other pertinent information regarding the experience. City may contact any or all of your clients for a reference.

15 Pts. Proposed Availability and Schedule. Provide a brief history of the Proposer’s past experience and the ability to complete projects on time. Provide a proposed schedule for completing this project including start and end date and any major milestones, including manufacturer lead times for fabrication and delivery and the proposed installation window.

10 Pts. Warranty and Service. Length and terms of warranties on materials and workmanship, availability of replacement parts, and post-installation service and support.

XII. WRITTEN AGREEMENT REQUIRED

The selected Proposer must be willing to enter into a written agreement with American Fork City and agree to all the terms set forth in the sample agreement, attached to this RFP as

“Attachment A.” IF YOU WISH TO ALTER ANY OF THE TERMS OF THE STANDARD FORM

AGREEMENT AND/OR THE RFP INCLUDING EXHIBITS, ATTACHMENTS, AND ADDENDA, THE

TERMS MUST BE SPECIFICALLY IDENTIFIED IN YOUR PROPOSAL WITH REASONABLE

ALTERNATIVES PRESENTED. Proposers are advised that American Fork City is not bound by the terms of the RFP until a written agreement is fully executed and any activity taken by Proposer prior to a written agreement being fully executed is done at the Proposer’s sole risk.

Attachment A

AGREEMENT FOR American Fork Boat Harbor Dock Replacement

Boat Harbor Dock Replacement

This Construction Services Agreement (hereinafter referred to as “Agreement”) is entered into this ____ day of ___________________, 20____ by and between __________________________________________, with its principal place of business at ______________________________________ (hereinafter referred to as

“Contractor”), and American Fork City, a municipal corporation with its principal place of business at 51 East Main

Street, American Fork, Utah 84003 (hereinafter referred to as “City”) (collectively referred to herein as the

“Parties”).

RECITALS

WHEREAS, Contractor is engaged in the business of designing, supplying and installing marine docks systems; and

WHEREAS, City desires to contract with the contractor for this project scope of services and payment of services being identified and agreed to in the Boat Harbor Dock Replacement Proposals (the “Project RFP”) attached hereto as Exhibit A and as more specifically outlined in this Agreement; and

WHEREAS Contractor has submitted to the City and the City has reviewed Contractor’s Scope of Services response to the Project RFP a copy of which is attached hereto as Exhibit B (the “Contractor’s Proposal”); and

WHEREAS, Contractor has the necessary expertise and experience to perform the said installation services for City and Contractor is properly qualified and licensed in the State of Utah; and

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

AGREEMENT

1. Term; Termination.

a. Term. The term of this Agreement shall commence on the date the Agreement is fully executed by both Parties (the “Effective Date”) and shall continue until final completion and acceptance of the

Project by City (“Project Completion”), unless earlier terminated in accordance with this Section.

Project Completion shall occur when Contractor has completed all work and delivered all materials, documentation, warranties, and other deliverables required by this Agreement to the reasonable satisfaction of City. Contractor's warranty obligations under Section 28 and any other provisions intended to survive termination or expiration shall remain enforceable.

b. Termination by City for Convenience. City may terminate this Agreement, in whole or in part, at any time and for any reason determined by City to be in its best interests, upon thirty (30) days' written notice to Contractor. City may direct Contractor to suspend or discontinue work immediately upon receipt of such notice. Upon termination for convenience, Contractor shall be entitled to payment for work satisfactorily performed and accepted by City through the effective date of termination, together with reasonable, documented, and unavoidable costs directly resulting from the termination, including noncancelable commitments for materials or equipment specifically procured for the Project, to the extent such costs are approved by City and are not otherwise recoverable or mitigated. Contractor shall not be entitled to anticipated profits, lost business opportunities, or other compensation for work not performed.

c. Termination by City for Cause. City may terminate this Agreement, in whole or in part, for cause if

Contractor:

i. Materially breaches any provision of this Agreement;

ii. Fails to prosecute the work diligently or maintain sufficient personnel, equipment, or materials to meet the agreed Project schedule;

iii. Fails to perform the work in accordance with applicable laws, permits, approved plans, specifications, or required safety standards;

iv. Fails to maintain required licenses, insurance, or bonds;

v. Abandons the Project or suspends work without authorization or legally sufficient justification;

vi. Engages in fraud, collusion, material misrepresentation, or conduct violating applicable ethical or procurement requirements; or

vii. Otherwise fails to perform a material obligation under this Agreement.

Except where immediate termination is reasonably necessary to protect public health or safety, prevent substantial harm to City property or the Project, address fraud or unlawful conduct, or respond to another material circumstance that cannot reasonably be cured, City shall provide

Contractor written notice describing the default and ten (10) calendar days to cure the default.

If the default cannot reasonably be cured within ten (10) calendar days, City may, in its discretion, allow additional time if Contractor promptly commences corrective action and diligently pursues an approved corrective-action plan. If Contractor fails to cure the default within the applicable cure period, City may terminate this Agreement by written notice, effective on the date specified in the notice.

Upon termination for cause, City may take possession of completed work, materials, equipment, plans, drawings, and other Project deliverables to which City is entitled under this Agreement, and may arrange for completion of the Project by another contractor or by other lawful means.

Contractor shall be responsible for reasonable and documented additional completion costs and other recoverable damages resulting from Contractor's default, subject to applicable law and the terms of this Agreement.

d. Termination by Contractor for Cause. Contractor may terminate this Agreement only upon a material breach by City that substantially prevents Contractor from performing its obligations under this Agreement, including City's failure to pay undisputed amounts when due.

Contractor shall provide City written notice describing the alleged material breach in reasonable detail and shall allow City thirty (30) calendar days after receipt of the notice to cure the breach.

If the breach cannot reasonably be cured within thirty (30) calendar days, Contractor shall not terminate the Agreement if City commences corrective action within that period and thereafter diligently pursues such action to completion.

Contractor may terminate the Agreement only if City fails to cure the material breach within the applicable cure period, upon an additional written notice specifying the effective date of termination.

Contractor shall not terminate this Agreement for convenience or solely because of increased material costs, labor shortages, manufacturing delays, or other ordinary business risks assumed by

Contractor, except as otherwise expressly permitted by this Agreement or applicable law.

e. Contractor's Obligations Upon Termination. Upon receipt of a notice of termination, Contractor shall:

i. Discontinue the terminated work as directed by City and take reasonable measures to protect completed work, materials, equipment, and the Project site;

ii. Refrain from entering into additional subcontracts, purchase orders, or other commitments relating to the terminated work, except as authorized in writing by City;

iii. Use commercially reasonable efforts to cancel or reduce outstanding commitments and minimize termination-related costs;

iv. Deliver to City all completed work, drawings, plans, specifications, engineering documents, warranties, records, and other Project deliverables prepared or obtained under this

Agreement;

v. Deliver or make available to City all materials and equipment for which City has paid or is obligated to pay under this Agreement, subject to the applicable ownership and payment provisions;

vi. Cooperate reasonably with City and any replacement contractor to facilitate an orderly transition and completion of the Project; and

vii. Remove Contractor's equipment, debris, and other property from the Project site and leave the site in a safe condition, as directed by City.

f. Payment and Accounting Following Termination. Within thirty (30) calendar days after the effective date of termination, Contractor shall submit a final itemized invoice identifying work satisfactorily performed, materials delivered, outstanding commitments, and any claimed termination costs, together with reasonable supporting documentation.

City shall pay undisputed amounts properly due under this Agreement within thirty (30) calendar days after receipt of a complete final invoice, subject to applicable retainage requirements, lawful offsets, and other contractual rights.

In the event of termination for cause, City may withhold amounts reasonably necessary to protect against anticipated completion costs, defective work, unpaid subcontractors or suppliers, and other damages arising from Contractor's default, to the extent permitted by applicable law. Any remaining amounts properly due shall be paid following determination of the Parties' respective obligations.

In no event shall the total compensation payable to Contractor exceed the applicable Contract

Price, as modified by duly authorized change orders, except as otherwise required by law.

g. Effect of Termination; Reservation of Rights. Termination shall not relieve either Party of obligations or liabilities accrued before the effective date of termination. The rights and remedies provided in this Section are cumulative and do not exclude any other rights or remedies available under this Agreement or applicable law. Termination shall not affect provisions relating to indemnification, insurance obligations arising from prior work, ownership of Project materials and documents, confidentiality, warranties, dispute resolution, or other provisions that by their nature are intended to survive.

h. Federal and State Funding Requirements. Any termination under this Agreement shall be subject to applicable federal and state grant requirements. Contractor shall cooperate with City in providing documentation reasonably necessary for grant administration, reimbursement, auditing, and closeout. Nothing in this Section shall require City to make payments prohibited by applicable law or the terms of the grant funding this Project. To the extent applicable to this Agreement, the

Parties shall comply with the requirements of 2 CFR Part 200, including Appendix II(B), and the terms and conditions of the federal and state grants funding the Project. Nothing in this Agreement shall be construed to waive any immunity, defense, limitation of liability, or other protection available to City under applicable law, or to require payment of any amount prohibited by law.

2. Scope of Services. The scope of services pursuant to this Agreement shall be the design, supply, delivery, and installation of the dock system and, if selected by the City, removal of the existing dock system. Specific services shall be as set forth in the Request for Proposals attached hereto as Exhibit A.

a. All Services shall be performed in accordance with City standards, ordinances and all applicable federal and state law.

b. If the terms of this Agreement conflict or are contrary to the terms outlined in the Project RFP or

Contractor’s Proposal, this Agreement shall control.

3. Compensation. In consideration of the services provided to City by Contractor, City shall pay Contractor for services rendered in accordance with this Agreement in the lump sum amount of $__________ as set forth in the

Contractors Price Proposal (Attachment D to the RFP) including / excluding the Bid Alternate.

4. Invoice; Payment.

a. Contractor may invoice City, not more than once per month, for (i) dock materials delivered to the

Boat Harbor and verified by City, and (ii) installation work completed. City shall retain five percent (5%) of each progress payment as retainage in accordance with Utah Code § 13-8-5, to be released upon final completion and acceptance. City shall not be required to pay for Services invoiced more than 120 days after they were performed.

b. City shall pay Contractor through Automated Clearing House (ACH) payments. Contractor shall complete the ACH request form furnished by the City to authorize payment. Any other method of payment must be approved by the City and negotiated before payment is requested.

c. Payment of undisputed amounts shall be due and payable thirty (30) days after the City’s receipt of the invoice.

d. Amounts not paid when due shall accrue interest only as provided in the Utah Prompt Payment Act, Utah Code Title 15, Chapter 6.

e. In the event an amount is disputed, City shall notify Contractor in writing of its dispute within thirty

(30) days. The Parties shall make a good faith effort to resolve the disputed amount. If correspondence does not resolve the dispute, the Parties or their respective representatives shall meet in person on at least one occasion and attempt to resolve the matter prior to pursuing litigation.

5. Relationship of Parties.

Contractor, its agents, and employees shall be an independent contractor performing construction and installation services for the City. Nothing contained in this Agreement shall be construed to create a relationship of employer and employee, master and servant, principal and agent, or partners or co-venturers between City and Contractor.

As independent contractors, Contractor, its agents and employees shall not qualify for or receive any employee benefits from the City, including but not limited to, leave, retirement, insurance, bonding, use of City vehicles, or any other benefits afforded to City employees.

6. Employees and Subcontractors.

Contractor shall be solely responsible for the payment of wages, salary or benefits to any and all employees or contractors retained by Contractor in the performance of the Services under this Agreement. Contractor agrees to indemnify, defend and hold harmless City from any and all claims that may arise from the Contractor’s relationship to its employees and subcontractors.

7. Standard of Performance; Licenses.

Contractor agrees and represents that it has the personnel, experience, and knowledge necessary to qualify it for the particular duties to be performed under this Agreement. Contractor shall perform the Services described herein in accordance with the standard of care required for the performance of similar construction and installation services. Further, Contractor shall maintain all required licenses, including without limitation, all necessary professional and business licenses, throughout the term of this Agreement. Contractor shall require and ensure that all of Contractor’s employees and subcontractors maintain all required licenses, including without limitation, all necessary professional and business licenses.

8. Professional Liability Insurance.

If Contractor or any subcontractor provides engineering design for the anchoring system or dock structure, such party shall maintain professional liability insurance (errors and omissions) with limits of not less than $1,000,000 per claim and $1,000,000 in the aggregate, covering negligent acts, errors, or omissions arising out of the performance of this Agreement. Such coverage shall be maintained for the duration of the Agreement and for not less than one (1) year after final completion.

9. Other Insurance.

Without limiting any indemnity or other obligations of Contractor hereunder, Contractor shall, prior to commencing work, secure and continuously thereafter (throughout the term of this Agreement) carry with insurers the following insurance coverage in policies and shall furnish proof thereof satisfactory to City promptly when requested:

Worker’s Compensation Insurance and Employer’s liability Statutory amount

• General Liability $1,000,000/$2,000,000

• Umbrella Liability $1,000,000

• Automobile Liability $1,000,000

• Watercraft / Marine Liability (if watercraft or barges are used) $1,000,000

• Builder’s Risk / Installation Floater Full replacement value of materials until final acceptance

The general liability, umbrella, and automobile, watercraft liability policies shall include provisions or endorsements naming City as an additional insured. City, its officers, officials, employees, and agents shall be included as additional insureds under Contractor's commercial general liability policy and other applicable liability policies for liability arising out of Contractor's work, to the extent permitted by law and available under the applicable policy forms.

Evidence of Coverage. Before commencing work, Contractor shall provide certificates of insurance and copies of applicable additional insured endorsements upon City's request. Certificates alone shall not modify or expand coverage provided by the underlying policies.

Cancellation or Material Reduction. Contractor shall provide City with written notice promptly upon learning of cancellation, nonrenewal, or material reduction of required insurance coverage and shall obtain replacement coverage before any lapse occurs.

Subcontractors. Contractor shall require subcontractors to maintain insurance appropriate to their respective work and shall remain responsible for compliance with the insurance requirements of this Agreement.

No Limitation of Liability. The insurance requirements of this Agreement shall not limit Contractor's contractual liability or other obligations, except as otherwise expressly provided in this Agreement or required by law.

10. Indemnification.

Contractor specifically and expressly agrees to indemnify and save and hold harmless the City (including, without limitation, its elected and appointed officers, employees, successors, and assigns) from and against any and all demands, liabilities, claims, damages, actions, attorney fees or other cost incurred by the City and/or proceedings in law or equity (including reasonable attorneys’ fees and costs of suit), to the extent caused by or resulting from any negligence, gross negligence, intentional misconduct, or under any other actionable fault of Contractor

(including, without limitation, its employees, agents, subcontractors, or consultants) in the performance or failure of performance of the Services provided, or to be provided, hereunder. Nothing herein shall, however, require

Contractor to indemnify, and/or save or hold harmless City or its elected or appointed officers, employees, successors, or assigns with respect to (a) the negligence, intentional misconduct, or other actionable fault of City or its elected or appointed officers, employees, successors, or assigns, or of the agents or consultants of City other than Contractor; or (b) any demand, liability, claim, damage, action, and/or proceeding not related to the Services provided, or to be provided, by Contractor hereunder.

11. Time is of the Essence; Liquidated Damages.

City and Contractor agree that time is of the essence and that, in the case of Contractor’s failure to complete this

Agreement within the time specified and agreed upon, City will be damaged thereby; and because it is difficult to definitely ascertain and prove the amount of such damages, it is hereby agreed that the amount of such damages shall be the liquidated sum of One Hundred Dollars ($100.00) per calendar day for each day’s delay in completing this Agreement beyond substantial completion date of April 15, 2027, as may be extended by written change order; and Contractor hereby agrees that said sum shall be deducted from amounts due the Contractor under the

Agreement or, if no amount is due, Contractor hereby agrees to pay to City as liquidated damages such total sum as shall be due for such delay, computed as aforesaid.

a. Termination for Cause. If City terminates this Agreement for cause pursuant to Section 1, Contractor shall remain liable for liquidated damages accrued through the effective date of termination, subject to any applicable extensions of time.

b. Following termination for cause, City may recover reasonable and documented additional costs incurred to complete or correct Contractor's work, including costs of engaging a replacement contractor, to the extent recoverable under this Agreement and applicable law.

c. City shall not recover both liquidated damages and actual damages for the same period of delay or the same injury. Nothing in this Section shall prevent City from recovering distinct damages arising from

Contractor's breach, provided such recovery does not constitute duplicative compensation.

d. Termination for Convenience. Liquidated damages shall not accrue for any period following the effective date of a termination by City for convenience under Section 1. Such termination shall not eliminate liquidated damages properly accrued before the effective date of termination, except to the extent the delay is excused under this Agreement or applicable law.

e. Extensions of Time. Contractor shall not be assessed liquidated damages for delays to the extent caused by City or by other circumstances for which Contractor is entitled to an extension of time under this Agreement or applicable law. Any adjustment to the Substantial Completion deadline shall be documented through a written change order approved in accordance with the City's Purchasing Policy.

f. Deduction and Payment. City may deduct liquidated damages properly assessed under this Section from amounts otherwise due Contractor, subject to applicable law. If the amount due Contractor is insufficient, Contractor shall pay the remaining liquidated damages upon written demand by City.

g. No Waiver of Other Remedies. Assessment of liquidated damages shall not constitute a waiver of City's right to terminate this Agreement for cause, require correction of defective work, enforce warranties, or pursue other remedies available under this Agreement or applicable law, provided City shall not obtain duplicative recovery for the same damages.

12. Notice.

All notices under this Agreement will be in writing and will be deemed to have been duly given if delivered personally or by a nationally recognized courier service or mailed by registered or certified national mail service, return receipt requested, postage prepaid, to the Parties at the addresses set forth below. If delivered personally or by nationally recognized courier service, notice will be deemed given upon delivery. If delivered by mail in the manner described above, notice will be deemed given on the date received by the recipient as reflected in the return receipt. All notices shall be directed to the Parties hereto as follows:

CITY:

American Fork City

Attn: Community Services Director

454 North Center Street

American Fork, Utah 84003

Phone: (801) 763-3023

With a copy to (which shall not constitute notice):

American Fork City Parks Superintendent

Attn: Parks Superintendent

454 North Center Street

American Fork, Utah 84003

Phone: (801) 763-3023

CONTRACTOR:

13. Ownership; Title

Title to dock materials shall pass to City upon payment or delivery to the Boat Harbor, whichever occurs first; risk of loss remains with Contractor until final acceptance. All drawings, plans, and other deliverables produced under this Agreement shall become the property of City. Upon completion, Contractor shall provide City with as-built drawings, operation and maintenance information, and all warranty documents.

a. Materials Upon Termination. Upon termination of this Agreement for any reason, City shall be entitled to immediate possession of all materials and equipment to which City has acquired title. Contractor shall cooperate in transferring possession and shall provide all documentation reasonably necessary to establish

City's ownership and facilitate delivery or completion of the Project. For materials specifically fabricated or procured for the Project for which City has not yet acquired title, City may elect to acquire such materials upon payment of the amount properly due under the termination provisions of Section 1. Upon such payment, Contractor shall transfer good and marketable title to City, free and clear of liens and encumbrances, and arrange for delivery as reasonably directed by City.

Contractor shall not sell, transfer, encumber, or otherwise dispose of materials owned by City without City's prior written consent.

14. Waiver.

Unless otherwise indicated herein, failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall not constitute a waiver of any such breach of any other covenant, agreement, term, or condition. Any party, by notice delivered in the manner provided in this Agreement, may, but shall be under no obligation to waive any of its rights and any conditions to its obligation hereunder, or any duty, obligation, or covenant of any other party.

No waiver shall affect or alter the remainder of this Agreement, but each and every covenant, agreement, term, and condition shall continue in full force with respect to any other then existing or subsequently occurring breach.

To be effective a waiver must be signed by both Parties hereto.

15. Compliance with Laws and Policies.

In the performance of their obligations hereunder, the Parties shall obey and abide by all applicable laws, rules and regulations, and with all applicable ordinances, policies and procedures. Both Parties shall abide by all applicable federal and state laws, rules, regulations, and executive orders pertaining to equal employment opportunity; pursuant thereto, shall assure that no person shall, on the grounds of race, color, national origin, sex, age, or disability, be excluded from employment with, participation in, be denied the benefits of or be otherwise subjected to discrimination under, any program or activity performed under this Agreement; and to promptly take appropriate steps to correct any deficiency that may be found to occur in compliance with such laws and rules.

16. Contract Documents; Order of Precedence

a. Contract Documents. The following documents are incorporated into and made part of this Agreement

(collectively, the "Contract Documents"):

1. This Agreement, including all exhibits and attachments;

2. Any amendments or change orders duly executed by the Parties;

3. American Fork City's Request for Proposals for the Boat Dock Replacement Project, RFP #AFFC102226, including all addenda issued by City;

4. Contractor's Proposal, including any clarifications or modifications expressly accepted by City in writing;

and

5. Any plans, specifications, schedules, or other documents expressly incorporated by reference into this

Agreement.

b. Order of Precedence. In the event of a conflict or inconsistency among the Contract Documents, the following order of precedence shall apply:

1. Duly executed amendments and change orders, but only to the extent they expressly modify an existing requirement;

2. This Agreement;

3. The City's RFP and addenda, with later addenda controlling over earlier addenda;

4. Approved plans and specifications, to the extent not otherwise incorporated into a higher-priority document; and

5. Contractor's Proposal.

c. Contractor Qualifications and Exceptions. No qualification, exclusion, limitation, or alternative term contained in Contractor's Proposal shall modify or supersede a requirement of this Agreement or the RFP unless expressly accepted by City in a written amendment executed by authorized representatives of both Parties.

d. Complementary Requirements. The Contract Documents are intended to be complementary. A requirement stated in one Contract Document shall be binding as though stated in all, unless expressly contradicted by a higher-priority document.

e. Applicable Law. Nothing in this Section shall supersede…