Request for Proposal

PROJECT: Energy Solutions Aquatics Center Painting

PREPARED FOR:

Tooele County Parks & Recreation 47 South Main Street

Tooele, UT 84074

JANUARY 2026

INTRODUCTION:

Tooele County Parks and Recreation is soliciting proposals from qualified, licensed, bonded, insured, and experienced painting contractors to provide surface preparation and painting services for the four (4) buildings that comprise the Energy Solutions Aquatics Center Complex located at 2930 West Highway 112, Grantsville, Utah.

The intent of this RFP is to select a contractor capable of delivering high-quality, industrial-grade painting suitable for both exterior and interior applications in a high-use aquatic environment.

SCOPE OF WORK:

The project consists of the preparation and painting of all exterior metal surfaces on the four buildings within the ESAC Complex, as well as corresponding interior metal components, including but not limited to doors, door frames, window frames, and related metal elements. We will also be accepting bids to paint the interior of three of the buildings as an alternative. Each building alternative will be priced separately.

The contractor shall provide all labor, materials, equipment, supervision, and incidentals necessary to complete the work in accordance with this RFP.

I. Mandatory Requirements

Each proposal must include the following–

Perform comprehensive surface preparation and painting of metal surfaces.

Use industrial-standard paint systems designed specifically for metal surfaces.

Ensure coatings are suitable for both exterior exposure and interior high-humidity environments, such as those found in aquatic settings.

Base bid:

- Preparation and painting of all exterior metal surfaces on the four buildings within the ESAC Complex, as well as corresponding interior metal components, including but not limited to doors, door frames, window frames, and related metal elements.

Alternate bid:

- Painting of the full interiors of the following three buildings. Price each building separately.

Building A – Men’s Locker room and storage.

Building B – Women’s and Family locker room, lifeguard room

Building C – Offices and concessions

Comply with all applicable safety, environmental, and regulatory requirements

Three (3) examples of projects which demonstrate qualifications for providing the Project Scope stated in this RFP.

A list of any subconsultants or subcontractors proposed to be included in work outlined in the Project Scope. Provide a description of their previous work history.

Any current and applicable certifications of the staff to be assigned to this project.

I.A Surfaces Included in Base Bid

Exterior Metal Surfaces

• Structural and architectural exterior metal components

• Exterior metal doors

• Door and window frames

• Railings, trim, and exposed metal elements

• Cement column rings

• Any additional exterior metal surfaces associated with the four buildings

Interior Surfaces

• Interior metal doors

• Door and window frames

• Metal trim and associated components

• Sheetrock, cinder block, and wood wall surfaces

• Other exposed interior metal surfaces as identified during pre-bid walkthrough

I.B Surface Preparation

• Surface preparation shall meet or exceed industry best practices and manufacturer recommendations and shall include, at a minimum:

• Cleaning to remove dirt, grease, corrosion, mildew, salt deposits, and contaminants

• Sanding and abrasion of existing coatings to promote adhesion

• Removal of loose, peeling, or flaking paint

• Patching and repair of minor surface imperfections

• Smoothing and feathering of patched and sanded areas

• Treatment of rusted areas, including rust removal and application of appropriate primers or inhibitors

• Proper masking and protection of adjacent surfaces and equipment

I.C Painting Requirements

• Application of industrial-grade coatings designed for each surface's substrates.

• Exterior coatings shall be suitable for UV exposure, weather resistance, and corrosion protection

• Interior coatings shall be suitable for high-humidity and aquatic environments

• All paint products shall be applied per manufacturer specifications

• Color selections will be provided by the Owner prior to commencement of work

• Uniform finish, free of runs, sags, overspray, and visible defects

II. Financial Requirements

All proposals must include two pricing proposals, including cost breakdowns, detailing and itemizing the following:

- Costs of supplies/Cost of labor

- Cost breakdown for exterior of Building A, Building B, and Building C

- Cost breakdown for interior of Building A, Building B, and Building C (Alternate

Proposal)

III. Schedule

• Must be completed by May 1, 2026.

• Must coordinate with other contractors on site so as not to slow the progress of pool construction.

• Must allow a period for the County to inspect the work and for the contractor to resolve any identified issues prior to final acceptance.

IV. Timeline for RFP Process

Event / Action Date Advertise RFP Jan 8, 2026

Mandatory Site Visit January 21, 2026 11:30 AM MST

Questions Due January 22, 2026 11:00 PM MST

County’s Response to Questions By January 26, 2026 11:00 PM MST

Deadline for Submission of Proposals January 29, 2026 11:00 PM MST

V. Mandatory Site Visit / Pre-Proposal Meeting:

There will be a mandatory site visit/pre-proposal meeting, Wednesday, January 21, 2026 at 11:30 am MST at 2930 West Highway 112, Tooele, Utah 84074.

The County reserves the right to reschedule (with notice), or schedule an additional site visit or visits if it determines doing so would increase competition or otherwise be in the best interest of the County.

Bidders are responsible for verifying square footage and surface conditions during the mandatory site visit. No claims for additional compensation due to surface quantities or conditions reasonably observable at the site will be accepted.

PROPOSAL INSTRUCTIONS:

Proposals submitted for this project shall address all requested information. Firms are encouraged to keep the proposals brief and to the point, while still sufficiently detailed to allow for a fair evaluation.

By submitting a proposal, the Offeror certifies that the proposal was independently developed and that no collusion, consultation, communication, or agreement with any competitor occurred regarding prices or proposal terms.

Proposals must include the following:

A) Cover Letter (1 page maximum)

The cover letter shall describe the offeror’s business entity (corporation, LLC, partnership, sole proprietorship, etc.), and include: a statement of the offeror’s general background, a discussion of the offeror’s interest in the project, and the acknowledgement of receipt for any addendums.

B) Project Team

Identify project personnel and define their respective roles.

C) Substantive Content

Describe the offeror’s abilities to meet or exceed the qualifications set forth in items I, II, III, and IV above.

D) Project Cost (Separately)

Pursuant to Utah Code Annotated (UCA) § 63G-6a-707(7), the pricing proposals will be evaluated independently from the technical proposal; and as such, must be submitted separately from the technical proposal. Offerors must not include costs or pricing data in their responses to the Mandatory Minimum Requirements and the Technical Response.

Offeror must include on a separate document a complete pricing proposal. If an offeror fails to include complete pricing proposals including a breakdown of costs, then its proposal will be considered non-responsive, and the proposal will be rejected.

E) Signature

The proposal shall be signed by a representative authorized to bind the team and shall expressly state the proposal is valid until the County Council awards the contract. By signing the cover letter and submitting a proposal, the proposer covenants that the proposer is fully qualified to provide the required services, and that the submitted information is true and accurate and may be relied upon in evaluating the proposal.

F) Standard Terms and Conditions (Attachment A)

Any resulting award will incorporate the attached terms and conditions in the contract.

Contractor may include modifications or supplements to the attached terms and conditions for consideration only if submitted with their proposal.

PROPOSAL SUBMISSION:

Submission of the proposal shall occur through the Utah State Purchasing U3P Website, Bonfire, by the submission deadline: January 29, 2026, 11:00 PM Mountain Standard Time.

Questions must be submitted through the Utah State Purchasing U3P Website, and are due no later than 11:00 pm MST on January 22, 2026.

Submissions, modifications, or corrections received after the closing time on January 29, 2026, @ 11:00 pm MST will be considered late and will not be evaluated. All proposals must be valid for a period of ninety (90) days from submission deadline.

If only one submission is received, County will evaluate proposal response to make sure the offer meets the minimum mandatory requirements and the technical RFP requirements stated in the RFP, and will determine if the price proposal is fair and reasonable to award, and if the proposal price is within budgeted funds. Or, if time permits, the County may choose to resolicit for the purpose of obtaining additional submissions.

Tooele County shall not be obligated to respond to any proposal submitted, nor shall it be legally bound in any manner whatsoever by the receipt of a proposal.

Tooele County reserves the right to extend or cancel all scheduled proposal due dates. Notice of such extensions or cancellations shall be posted on the U3P site via addendum to this RFP.

PROPOSAL REVIEW & EVALUATION:

Mandatory Minimum Qualifications (Pass/Fail)

The following qualifications must receive a score of “Pass” in order for the proposal to be considered responsive and receive consideration for award:

- Utah contractor license

- Bonding and insurance documentation

- Evidence of experience with similar projects

- Site visit attendance

- Proposal meets or exceeds scope of work

Failing any of the mandatory minimum qualifications will result in rejection of the proposal.

Technical Approach:

Offeror will be scored on the understanding of the work and proposed approach to address the needs of the solicitation. Factors considered include: surface preparation methods (cleaning, patching, priming, repairs), application techniques and materials proposed, ability to work around building occupants and ongoing operations, and protection of property, furnishings, and adjacent surfaces.

Schedule:

All work must be completed by May 1, 2026.

Contractor must coordinate with other contractors on site so as not to slow the progress of pool construction.

Cost:

Purchasing will use the following cost formula: The points assigned to each offerors cost proposal will be based on the lowest proposal price. The offeror with the lowest Proposed Price will receive 100% of the price points. All other offerors will receive a portion of the total cost points based on what percentage higher their Proposed Price is than the Lowest Proposed Price. The formula to compute the points is: Cost Points x (Lowest Proposed Price/Proposed Price).

Proposals will be reviewed by a selection committee consisting of at least three persons.

Proposals will be scored as follows:

Technical Criteria: Possible Points:

Criteria 1 – Minimum qualifications Pass/Fail Criteria 2a – Technical Approach 20 Criteria 2b – Schedule 10 Criteria 3 – Cost 70 Total:

The County may then enter contract negotiations with the offeror who, in the sole discretion of the selection committee, is determined to have submitted the proposal with the highest score and the most responsive and responsible proposal that meets all the RFP’s requirements. If the highest scoring proposal exceeds budgeted funds and negotiations fail to bring the proposal within budgeted funds, the County may reject the proposal and enter negotiations with the next highest-scoring offeror.

PROPOSAL REJECTION:

Tooele County reserves the right to reject any or all proposals submitted or make modifications to the scope of work, subject to appropriate negotiation. Tooele County agrees to not discriminate based on age, race, religion, sex, color, national origin, marital status, family status, source of income, sexual preference, mental or physical disability in review of the proposals or execution of agreements to the work. This RFP does not constitute any form of offer to contract.

Tooele County will not pay any costs incurred by the proposer in preparing or submitting the proposal.

PROPOSAL ACCEPTANCE:

Award will be made to the highest scoring responsive and responsible offeror, whose proposal meets all stated requirements and is within budgeted funds.

Tooele County reserves the right to award a contract based on a proposal submitted or to further negotiate with proposer.

Contractor acknowledges that base bid and alternate bid are severable and award may be made for one or both bids. If award is made for the alternate bid, any number of the three buildings contained in the alternate bid may be awarded.

By submission of a proposal, proposer agrees to be legally bound, thereby if its proposal is accepted.

Contracts arising out of proposals submitted hereunder (including any negotiations that follow) shall not be binding on Tooele County, its officers, employees, or agents unless and until formally approved and duly executed by the Tooele County Manager or Council.

NOTIFICATION:

Due to Tooele County Policy, we are required to present all responses in a County Council Meeting, and get approval of the selected vendor prior to award. This process can take some time, and because of this, there may be a delay in posting the notice of award and evaluation results on the U3P website. Following the County Council Meeting where the award is approved, the notice of award and evaluation results will be posted and emailed to all offerors. Attendance at County Council Meeting by offerors is permitted.

Tooele County Service Contract

3. PROCUREMENT

This Contract is entered into as a result of U3P Event #:

4. CONTRACT PERIOD

EFFECTIVE DATE TERMINATION DATE

RENEWAL OPTIONS (IF APPLICABLE)

5. CONTRACT COSTS

Contractor will be paid the fixed price amount below for services authorized by this contract as outlined in contractor’s attached price proposal.

TOTAL CONTRACT PRICE

INVOICING INFORMATION

6. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE AND/OR ATTACHED:

a. State Of Utah Agency Standard Terms and Conditions for Goods and/or Services

b. Solicitation Documents

c. Contractor’s response to the Solicitation

d. All other government laws, regulations, or actions applicable to the goods and/or services authorized by this Contract

e. Tooele County Procurement Code, Applicable sections of the State of Utah Code

ADDITIONAL ATTACHMENTS (IF APPLICABLE)

7. SIGNATURES

CONTRACTOR REPRESENTATIVE SIGNATURE COUNTY REPRESENTATIVE 1 SIGNATURE

TITLE DATE TITLE DATE

APPROVED AS TO FORM SIGNATURE COUNCIL (IF OVER $100K) SIGNATURE

TITLE DATE TITLE DATE

1. CONTRACTING PARTIES

This Contract is between Tooele County and the following Contractor:

CONTRACTOR NAME

ADDRESS 1 PHONE

ADDRESS 2 EMAIL

2. GENERAL PURPOSE OF CONTRACT

THE PURPOSE OF THIS CONTRACT IS TO:

ATTACHMENT A: STATE OF UTAH AGENCY STANDARD TERMS AND CONDITIONS FOR GOODS AND/OR SERVICES

1. DEFINITIONS: The following terms shall have the meanings set forth below:

a) “Confidential Information” means information that is deemed as confidential under applicable state and federal laws, and personal data as defined in Utah Code 63A-19-101. The State Entity reserves the right to identify, during and after this Contract, additional reasonable types of categories of information that must be kept confidential under federal and state laws.

b) “Contract” means the Contract Signature Page(s), including all referenced attachments and documents incorporated by reference. The term “Contract” shall include any purchase orders that result from this Contract.

c) “Contract Signature Page(s)” means the State of Utah cover page(s) that the State Entity and Contractor signed.

d) “Contractor” means the individual or entity delivering the Procurement Item identified in this Contract. The term

“Contractor” shall include Contractor’s agents, officers, employees, and partners.

e) “Custom Deliverable” means the Work Product that Contractor is required to deliver to the State Entity under this

Contract.

f) “Goods” means all types of tangible personal property, including but not limited to materials, supplies, Custom

Deliverable, and equipment that Contractor is required to deliver to the State Entity under this Contract.

g) "Procurement Item" means Goods, a supply, Services, Custom Deliverable, construction, or technology that Contractor is required to deliver to the State Entity under this Contract.

h) “Response” means the Contractor’s bid, proposals, quote, or any other document used by the Contractor to respond to the State Entity’s Solicitation.

i) “Services” means the furnishing of labor, time, or effort by Contractor pursuant to this Contract. Services include those professional services identified in Section 63G-6a-103 of the Utah Procurement Code

j) “Solicitation” means an invitation for bids, request for proposals, notice of a sole source procurement, request for statement of qualifications, request for information, or any document used to obtain bids, proposals, pricing, qualifications, or information for the purpose of entering into this Contract.

k) “State Entity” means the department, division, office, bureau, agency, or other organization identified on the Contract Signature Page(s).

l) “Subcontractors” means a person under contract with a contractor or another subcontractor to provide services or labor for design or construction, including a trade contractor or specialty contractor.

m) “Work Product” means every invention, modification, discovery, design, development, customization, configuration, improvement, process, software program, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection) that is specifically made, conceived, discovered, or reduced to practice by Contractor or Contractor’s Subcontractors (either alone or with others) pursuant to this Contract. Work Product shall be considered a work made for hire under federal, state, and local laws; and all interest and title shall be transferred to and owned by the State Entity. Notwithstanding anything in the immediately preceding sentence to the contrary, Work Product does not include any State Entity intellectual property, Contractor’s intellectual property (that it owned or licensed prior to this Contract) or Third-Party intellectual property

2. GOVERNING LAW AND VENUE: This Contract shall be governed by the laws, rules, and regulations of the State of Utah.

Any action or proceeding arising from this Contract shall be brought in a court of competent jurisdiction in the State of Utah.

Venue shall be in Tooele, in the Third Judicial District Court for Tooele County.

3. LAWS AND REGULATIONS: At all times during this Contract, Contractor and all Procurement Items delivered and/or performed under this Contract will comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements. If this Contract is funded by federal funds, either in whole or in part, then any federal regulation related to the federal funding, including CFR Appendix II to Part 200, will supersede this Attachment A.

4. RECORDS ADMINISTRATION: Contractor shall maintain or supervise the maintenance of all records necessary to properly account for Contractor’s performance and the payments made by the State Entity to Contractor under this Contract. These records shall be retained by Contractor for at least six (6) years after final payment, or until all audits initiated within the six

(6) years have been completed, whichever is later. Contractor agrees to allow, at no additional cost, State Entity staff, or their designees, access to all such records during normal business hours and to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State Entity to audit records and interview staff in any subcontract related to performance of this Contract.

5. PERMITS: If necessary Contractor shall procure and pay for all permits, licenses, and approvals necessary for the execution of this Contract.

6. CERTIFY REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION SYSTEM”: The Status Verification System, also referred to as “E-verify”, only applies to contracts issued through a Request for Proposal process, to sole sources that are included within a Request for Proposal, and when Contractor employs any personnel in Utah.

a. Contractor certifies as to its own entity, under penalty of perjury, that Contractor has registered and is participating in the Status Verification System to verify the work eligibility status of Contractor’s new employees that are employed in the State of Utah in accordance with applicable immigration laws.

b. Contractor shall require that each of its Subcontractors certify by affidavit, as to their own entity, under penalty of perjury, that each Subcontractor has registered and is participating in the Status Verification System to verify the work eligibility status of Subcontractor’s new employees that are employed in the State of Utah in accordance with applicable immigration laws.

c. Contractor’s failure to comply with this section will be considered a material breach of this Contract.

7. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of the State Entity or the State of Utah, unless disclosure has been made to the State Entity.

8. INDEPENDENT CONTRACTOR: Contractor and Subcontractors, in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of the State Entity or the State of Utah.

9. CONTRACTOR RESPONSIBILITY: Contractor is solely responsible for fulfilling the contract, with responsibility for all Procurement Items delivered and/or performed as stated in this Contract. Contractor shall be the sole point of contact regarding all contractual matters. Contractor must incorporate Contractor’s responsibilities under this Contract into every subcontract with its Subcontractors that will provide the Procurement Item(s) to the State Entity under this Contract. Moreover, Contractor is responsible for its Subcontractors compliance under this Contract.

10. INDEMNITY: Contractor shall be fully liable for the actions of its agents, employees, officers, partners, and Subcontractors, and shall fully indemnify, defend, and save harmless the State Entity from all claims, losses, suits, actions, damages, and costs of every name and description arising out of Contractor’s performance of this Contract to the extent caused by any intentional wrongful act or negligence of Contractor, its agents, employees, officers, partners, or Subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss, or damage arising hereunder due to the fault of the State Entity. The parties agree that if there are any limitations of the Contractor’s liability, including a limitation of liability clause for anyone for whom the Contractor is responsible, such limitations of liability will not apply to injuries to persons, including death, or to damages to property.

11. EMPLOYMENT PRACTICES: Contractor agrees to abide by the following federal and state employment laws, including: (i) Title VI and VII of the Civil Rights Act of 1964 (42 U.S.C. 2000e), which prohibits discrimination against any employee or applicant for employment or any applicant or recipient of services on the basis of race, religion, color, or national origin; (ii) Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex; (iii) 45 CFR 90, which prohibits discrimination on the basis of age; (iv) Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990, which prohibits discrimination on the basis of disabilities; and (v) Utah's Executive Order 2019-1, dated February 5, 2019, which prohibits unlawful harassment in the workplace. Contractor further agrees to abide by any other laws, regulations, or orders that prohibit the discrimination of any kind by any of Contractor’s employees.

12. AMENDMENTS: This Contract may only be amended by the mutual written agreement of the parties, provided that the amendment is within the Scope of Work of this Contract and is within the scope/purpose of the original solicitation for which this Contract was derived. The amendment will be attached and made part of this Contract. Automatic renewals will not apply to this Contract, even if listed elsewhere in this Contract.

13. DEBARMENT: Contractor certifies that it is not presently nor has ever been debarred, suspended, proposed for debarment, or declared ineligible by any governmental department or agency, whether international, national, state, or local. Contractor must notify the State Entity within thirty (30) days if debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any contract by any governmental entity during this Contract.

14. TERMINATION: This Contract may be terminated, with cause by either party, in advance of the specified expiration date, upon written notice given by the other party. The party in violation will be given ten (10) days after written notification to correct and cease the violations, after which this Contract may be terminated for cause immediately and subject to the remedies below. This Contract may also be terminated without cause (for convenience), in advance of the specified expiration date, by the State Entity, upon thirty (30) days written termination notice being given to the Contractor. The State Entity and the Contractor may terminate this Contract, in whole or in part, at any time, by mutual agreement in writing.

On termination of this Contract, all accounts and payments will be processed according to the financial arrangements set forth herein for approved and conforming Procurement Items ordered prior to date of termination. In no event shall the State Entity be liable to the Contractor for compensation for any Good neither requested nor accepted by the State Entity. In no event shall the State Entity’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the State Entity for any damages or claims arising under this Contract.

15. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW: Upon thirty (30) days written notice delivered to the Contractor, this Contract may be terminated in whole or in part at the sole discretion of the State Entity, if the State Entity reasonably determines that: (i) a change in Federal or State legislation or applicable laws materially affects the ability of either party to perform under the terms of this Contract; or (ii) that a change in available funds affects the State Entity’s ability to pay under this Contract. A change of available funds as used in this paragraph includes, but is not limited to a change in Federal, State, or county funding, whether as a result of a legislative act or by order of the President, the Governor, or the County Manager.

If a written notice is delivered under this section, the State Entity will reimburse Contractor for the Procurement Item(s) properly ordered and/or services properly performed until the effective date of said notice. The State Entity will not be liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of said written notice.

16. SALES TAX EXEMPTION: The Procurement Item(s) under this Contract will be paid for from the State Entity’s funds and used in the exercise of the State Entity’s essential functions as a State of Utah entity. Upon request, the State Entity will provide Contractor with its sales tax exemption number. It is Contractor’s responsibility to request the State Entity’s sales tax exemption number. It also is Contractor’s sole responsibility to ascertain whether any tax deduction or benefits apply to any aspect of this Contract.

17. WARRANTY OF PROCUREMENT ITEM(S): Contractor warrants, represents and conveys full ownership and clear title, free of all liens and encumbrances, to the Procurement Item(s) delivered to the State Entity under this Contract. Contractor warrants for a period of one (1) year that: (i) the Procurement Item(s) perform according to all specific claims that Contractor made in its Response; (ii) the Procurement Item(s) are suitable for the ordinary purposes for which such Procurement Item(s) are used; (iii) the Procurement Item(s) are suitable for any special purposes identified in the Contractor’s Response; (iv) the Procurement Item(s) are designed and manufactured in a commercially reasonable manner; (v) the Procurement Item(s) are manufactured and in all other respects create no harm to persons or property; and (vi) the Procurement Item(s) are free of defects. Unless otherwise specified, all Procurement Item(s) provided shall be new and unused of the latest model or design.

Remedies available to the State Entity under this section include, but are not limited to, the following: Contractor will repair or replace Procurement Item(s) at no charge to the State Entity within ten (10) days of any written notification informing Contractor of the Procurement Item(s) not performing as required under this Contract. If the repaired and/or replaced Procurement Item(s) prove to be inadequate, or fail its essential purpose, Contractor will refund the full amount of any payments that have been made. Nothing in this warranty will be construed to limit any rights or remedies the State Entity may otherwise have under this Contract.

18. CONTRACTOR’S INSURANCE RESPONSIBILITY. The Contractor shall maintain the following insurance coverage:

a. Workers’ compensation insurance during the term of this Contract for all its employees and any Subcontractor employees related to this Contract. Workers’ compensation insurance shall cover full liability under the workers’ compensation laws of the jurisdiction in which the work is performed at the statutory limits required by said jurisdiction.

b. Commercial general liability [CGL] insurance from an insurance company authorized to do business in the State of

Utah. The limits of the CGL insurance policy will be no less than one million dollars ($1,000,000.00) per person per occurrence and three million dollars ($2,000,000.00) aggregate.

c. Commercial automobile liability [CAL] insurance from an insurance company authorized to do business in the

State of Utah. The CAL insurance policy must cover bodily injury and property damage liability and be applicable to all vehicles used in your performance of services under this Agreement whether owned, non-owned, leased, or hired. The minimum liability limit must be $1 million per occurrence, combined single limit. The CAL insurance policy is required if Contractor will use a vehicle in the performance of this Contract.

d. Other insurance policies required in the Solicitation.

Certificate of Insurance, showing up-to-date coverage, shall be on file with the State Entity before the Contract may commence.

The County reserves the right to require higher or lower insurance limits where warranted. Failure to provide proof of insurance as required will be deemed a material breach of this Contract. Contractor’s failure to maintain this insurance requirement for the term of this Contract will be grounds for immediate termination of this Contract.

19. RESERVED.

20. PUBLIC INFORMATION: Contractor agrees that this Contract, related purchase orders, related pricing documents, and invoices will be public documents and may be available for public and private distribution in accordance with the State of Utah’s Government Records Access and Management Act (GRAMA). Contractor gives the State Entity and the State of Utah express permission to make copies of this Contract, related sales orders, related pricing documents, and invoices in accordance with GRAMA. Except for sections identified in writing by Contractor and expressly approved by Tooele County, Contractor also agrees that the Contractor’s Response will be a public document, and copies may be given to the public as permitted under GRAMA. The State Entity is not obligated to inform Contractor of any GRAMA requests for disclosure of this Contract, related purchase orders, related pricing documents, or invoices.

21. DELIVERY: All deliveries under this Contract will be F.O.B. Destination Freight Prepaid and Allowed, unless specifically negotiated otherwise and explicitly written in this contract, with all transportation and handling charges paid for by Contractor.

Responsibility and liability for loss or damage will remain with Contractor until final inspection and acceptance when responsibility will pass to the State Entity, except as to latent defects or fraud. Contractor shall strictly adhere to the delivery and completion schedules specified in this Contract.

22. ACCEPTANCE AND REJECTION: The State Entity shall have thirty (30) days after delivery of the Procurement Item(s) to perform an inspection of the Procurement Item(s) to determine whether the Procurement Item(s) conform to the standards specified in the Solicitation and this Contract prior to acceptance of the Procurement Item(s) by the State Entity.

If Contractor delivers nonconforming Procurement Item(s), the State Entity may, at its option and at Contractor’s expense: (i) return the Procurement Item(s) for a full refund; (ii) require Contractor to promptly correct or replace the nonconforming Procurement Item(s); or (iii) obtain replacement Procurement Item(s) from another source, subject to Contractor being responsible for any cover costs. Contractor shall not redeliver corrected or rejected Procurement Item(s) without: first, disclosing the former rejection or requirement for correction; and second, obtaining written consent of the State Entity to redeliver the corrected Procurement Item(s). Repair, replacement, and other correction and redelivery shall be subject to the terms of this Contract.

23. INVOICING: Contractor will submit invoices within thirty (30) days of the delivery date of the Procurement Item(s) to the State Entity. The contract number shall be listed on all invoices, freight tickets, and correspondence relating to this Contract. The prices paid by the State Entity will be those prices listed in this Contract, unless Contractor offers a prompt payment discount within its Response or on its invoice. The State Entity has the right to adjust or return any invoice reflecting incorrect pricing.

24. PAYMENT: Payments are to be made within thirty (30) days after a correct invoice is received. All payments to Contractor will be remitted by mail, electronic funds transfer, or the County’s Purchasing Card (major credit card). If payment has not been made after sixty (60) days from the date a correct invoice is received by the State Entity, then interest may be added by Contractor as prescribed in the Utah Prompt Payment Act. The acceptance by Contractor of final payment, without a written protest filed with the State Entity within ten (10) business days of receipt of final payment, shall release the State Entity from all claims and all liability to the Contractor. The State Entity’s payment for the Procurement Item(s) and/or services shall not be deemed an acceptance of the Procurement Item(s) and is without prejudice to any and all claims that the State Entity may have against Contractor. The State of Utah and the State Entity will not allow the Contractor to charge end users electronic payment fees of any kind.

25. INDEMNIFICATION RELATING TO INTELLECTUAL PROPERTY: Contractor will indemnify and hold the State Entity harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities, and costs in any action or claim brought against the State Entity for infringement of a third-party’s copyright, trademark, trade secret, or other proprietary right. The parties agree that if there are any limitations of Contractor’s liability, such limitations of liability will not apply to this section.

26. OWNERSHIP IN INTELLECTUAL PROPERTY: The State Entity and Contractor each recognizes that each has no right, title, or interest, proprietary or otherwise, in the intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. All Procurement Item(s), documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Contractor prior to the execution of this Contract, but specifically manufactured under this Contract shall be considered work made for hire, and Contractor shall transfer any ownership claim to the State Entity.

27. OWNERSHIP IN CUSTOM DELIVERABLES: In the event that Contractor provides Custom Deliverables to the State Entity, pursuant to this Contract, Contractor grants the ownership in Custom Deliverables, which have been developed and delivered by Contractor exclusively for the State Entity and are specifically within the framework of fulfilling Contractor’s contractual obligations under this contract. Custom Deliverables shall be deemed work made for hire, such that all intellectual property rights, title and interest in the Custom Deliverables shall pass to the State Entity, to the extent that the Custom Deliverables are not recognized as work made for hire, Contractor hereby assigns to the State Entity any and all copyrights in and to the

Custom Deliverables, subject to the following:

1. Contractor has received payment for the Custom Deliverables,

2. Each party will retain all rights to patents, utility models, mask works, copyrights, trademarks, trade secrets, and any other form of protection afforded by law to inventions, models, designs, technical information, and applications (“Intellectual Property Rights”) that it owned or controlled prior to the effective date of this contract or that it develops or acquires from activities independent of the services performed under this contract (“Background IP”), and

3. Contractor will retain all right, title, and interest in and to all Intellectual Property Rights in or related to the services, or tangible components thereof, including but not limited to (a) all know-how, intellectual property, methodologies, processes, technologies, algorithms, software, or development tools used in performing the services (collectively, the “Utilities”), and (b) such ideas, concepts, know-how, processes and reusable reports, designs, charts, plans, specifications, documentation, forms, templates, or output which are supplied or otherwise used by or on behalf of Contractor in the course of performing the services or creating the Custom Deliverables, other than portions that specifically incorporate proprietary or Confidential Information or Custom Deliverables of the State Entity (collectively, the “Residual IP”), even if embedded in the Custom Deliverables.

4. Custom Deliverables, not including Contractor’s Intellectual Property Rights, Background IP, and Residual IP, may not be marketed or distributed without written approval by the State Entity.

Contractor agrees to grant to the State Entity a perpetual, irrevocable, royalty-free license to use Contractor’s Background IP, Utilities, and Residual IP, as defined above, solely for the State Entity to use the Custom Deliverables. The State Entity reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use, for the State Entity’s internal purposes, such Custom Deliverables. For the Procurement Item(s) delivered that consist of Contractor’s scripts and code and are not considered Custom Deliverables or Work Product, for any reason whatsoever, Contractor grants the State Entity a non-exclusive, non-transferable, irrevocable, perpetual right to use, copy, and create derivative works from such, without the right to sublicense, for the State Entity’s internal business operation under this

Contract. The State Entity and the State of Utah may not participate in the transfer or sale of, create derivative works from, or in any way exploit Contractor’s Intellectual Property Rights, in whole or in part.

28. ASSIGNMENT: Contractor may not assign, sell, transfer, subcontract or sublet rights, or delegate any right or obligation under this Contract, in whole or in part, without the prior written approval of the State Entity.

29. REMEDIES: Any of the following events will constitute cause for the State Entity to declare Contractor in default of this Contract: (i) Contractor’s non-performance of its contractual requirements and obligations under this Contract; or (ii) Contractor’s material breach of any term or condition of this Contract. The State Entity may issue a written notice of default providing a ten (10) day period in which Contractor will have an opportunity to cure. Time allowed for cure will not diminish or eliminate Contractor's liability for damages. If the default remains after Contractor has been provided the opportunity to cure, the State Entity may do one or more of the following: (i) exercise any remedy provided by law or equity; (ii) terminate this Contract; (iii) impose liquidated damages, if liquidated damages are listed in this Contract; (iv) debar/suspend Contractor from receiving future contracts from the State Entity or the State of Utah; or (v) demand a full refund of any payment that the State Entity has made to Contractor under this Contract for Procurement Item(s) that do not conform to this Contract.

30. FORCE MAJEURE: Neither party to this Contract will be held responsible for delay or default caused by fire, riot, act of God, and/or war which is beyond that party's reasonable control. The State Entity may terminate this Contract after determining such delay will prevent successful performance of this Contract.

31. CONFIDENTIALITY: If Contractor has access to or processes Confidential Information, Contractor shall: (i) advise its agents, officers, employees, partners, and Subcontractors of the obligations set forth in this Contract; (ii) keep all Confidential Information strictly confidential; and (iii) comply with any requirements contained in the contract regarding permitted uses and disclosures of personal data, measures designed to safeguard personal data, and the destruction of personal data. Contractor will promptly notify the State Entity of any potential or actual misuse or misappropriation of Confidential Information, including any data breaches, in accordance with UCA 63A-19 Government Data Privacy Act. In Accordance with UCA 63A-19, Contractor must comply with all the same requirements regarding personal data as the State.

Contractor shall be responsible for any breach of this duty of confidentiality, including any required remedies and/or notifications under applicable law. Contractor shall indemnify, hold harmless, and defend the State Entity and the State of Utah, including anyone for whom the State Entity is liable, from claims related to a breach of this duty of confidentiality, including any notification requirements, by Contractor or anyone for whom the Contractor is liable.

Upon termination or expiration of this Contract, Contractor will return all copies of Confidential Information to the State Entity 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 Contract.

32. PUBLICITY: Contractor shall submit to the State Entity for written approval all advertising and publicity matters relating to this Contract. It is within the State Entity’s sole discretion whether to provide approval, which approval must be in writing.

33. WORK ON TOOELE COUNTY OR ELIGIBLE USER PREMISES: Contractor shall ensure that personnel working on State of Utah premises shall: (i) abide by all of the rules, regulations, and policies of the premises; (ii) remain in authorized areas;

(iii) follow all instructions; and (iv) be subject to a background check, prior to entering the premises, if required by the State Entity. The State Entity or Eligible User may remove any individual for a violation hereunder.

34. CONTRACT INFORMATION: During the duration of this Contract the State of Utah Division of Purchasing is required to make available contact information of Contractor to the State of Utah Department of Workforce Services. The State of Utah Department of Workforce Services may contact Contractor during the duration of this Contract to inquire about Contractor’s job vacancies within the State of Utah.

35. WAIVER: A waiver of any right, power, or privilege shall not be construed as a waiver of any subsequent right, power, or privilege.

36. SUSPENSION OF WORK: Should circumstances arise which would cause the State Entity to suspend Contractor’s responsibilities under this Contract, but not terminate this Contract, this will be done by formal written notice pursuant to the terms of this Contract. Contractor’s responsibilities may be reinstated upon advance formal written notice from the State Entity.

37. CHANGES IN SCOPE: Any changes in the scope of the Procurement Item(s) to be performed under this Contract shall be in the form of a written amendment to this Contract, mutually agreed to and signed by both parties, specifying any such changes, fee adjustments, any adjustment in time of performance, or any other significant factors arising from the changes in the scope of the Procurement Item(s).

38. PROCUREMENT ETHICS: Contractor understands that a person who is interested in any way in the sale of any Procurement Item(s), supplies, construction, or insurance to the State Entity is violating the law if the person gives or offers to give any compensation, gratuity, contribution, loan, reward, or any promise thereof to any person acting as a procurement officer on behalf of the State of Utah, or to any person in any official capacity who participates in the procurement of such Procurement Item(s), supplies, construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or organization.

39. ATTORNEY’S FEES: In the event of any judicial action to enforce rights under this Contract, the prevailing party shall be entitled its costs and expenses, including reasonable attorney’s fees incurred in connection with such action.

40. TRAVEL COSTS: If travel expenses are permitted by the Solicitation, then all travel costs associated with the delivery of Procurement Item(s) under this Contract will be paid according to the rules and per diem rates found in the Utah Administrative Code R25-7. Invoices containing travel costs outside of these rates will be returned to Contractor for correction.

41. DISPUTE RESOLUTION: Prior to either party filing a judicial proceeding, the parties agree to participate in the mediation of any dispute. The State Entity, after consultation with Contractor, may appoint an expert or panel of experts to assist in the resolution of a dispute. If the State Entity appoints such an expert or panel, State Entity and Contractor agree to cooperate in good faith in providing information and documents to the expert or panel in an effort to resolve the dispute.

42. ORDER OF PRECEDENCE: In the event of any conflict in the terms and conditions in this Contract, the order of precedence shall be: (i) this Attachment A; (ii) Contract Signature Page(s); (iii) Tooele County’s additional terms and conditions, if any; (iv) any other attachment listed on the Contract Signature Page(s); and (v) Contractor’s terms and conditions that are attached to this Contract, if any. Any provision attempting to limit the liability of Contractor or limit the rights of the State must be in writing and attached to this Contract or it is rendered null and void.

43. SURVIVAL OF TERMS: Termination or expiration of this Contract shall not extinguish or prejudice the State Entity’s right to enforce this Contract with respect to any default of this Contract or defect in the Procurement Item(s) that has not been cured, or of any of the following clauses, including: Governing Law and Venue, Laws and Regulations, Records Administration, Remedies, Dispute Resolution, Indemnity, Newly Manufactured, Indemnification Relating to Intellectual Property, Warranty of Procurement Item(s), Insurance.

44. SEVERABILITY: The invalidity or unenforceability of any provision, term, or condition of this Contract shall not affect the validity or enforceability of any other provision, term, or condition of this Contract, which shall remain in full force and effect.

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

46. ENTIRE AGREEMENT: This Contract constitutes the entire agreement between the parties and supersedes any and all other prior and contemporaneous agreements and understandings between the parties, whether oral or written.

47. ANTI-BOYCOTT ACTIONS: In accordance with Utah Code 63G-27 et seq., Contractor certifies that it is not currently engaged in any “economic boycott” nor a “boycott of the State of Israel” as those terms are defined in Section 63G-27-102. Contractor further certifies that it has read and understands 63G-27 et.