1-DF26-18 Tourism Marketing Agency Services RFP.pdf

47 S. Main St., Tooele, UT 84074 • Tel: (435) 843-3100

Request for Proposals

DF26-18

Tourism Marketing Agency Services

PREPARED FOR:

Tooele County, 47 S. Main Street, Tooele, Utah 84074 and

Tooele County Chamber of Commerce & Tourism

154 S Main St, Tooele, UT 84074

March 2026

PROJECT OVERVIEW:

Tooele County and the Tooele County Chamber of Commerce & Tourism are seeking proposals from qualified marketing agencies to develop and implement a comprehensive tourism marketing program designed to increase visitation and economic impact. The County anticipates a total program budget of approximately $300,000 for the first year of the campaign, including media placement, creative development, and agency services. Tooele County anticipates that a majority of campaign funds will be directed toward media placement and content distribution rather than administrative overhead.

The objective of this campaign is to increase overnight visitation, strengthen Tooele County’s brand as a recreation destination, and generate measurable return on investment through visitor spending and tourism-related economic activity.

BACKGROUND: “Explore Tooele County”

Tooele County and the Tooele County Chamber of Commerce & Tourism are implementing a tourism marketing strategy centered on the theme “Recreation Revved Up.” The County’s tourism assets include world‑class motorsports facilities, the Bonneville Salt Flats, the Peak Sports and Entertainment Complex, unique desert landscapes, outdoor recreation opportunities, and proximity to the Salt Lake metropolitan area.

Through partnerships with the Utah Office of Tourism and local stakeholders, the County seeks to launch a digital‑first campaign targeting out‑of‑state visitors and specialty recreation markets.

Tooele County occupies a distinctive position within Utah’s tourism landscape. Located less than an hour from Salt Lake City and Salt Lake International Airport, the County offers visitors immediate access to vast open landscapes, world-class motorsports facilities, and iconic destinations such as the Bonneville Salt Flats. Unlike more crowded recreation destinations in the region, Tooele County provides a sense of scale, speed, and freedom that aligns naturally with the “Recreation Revved Up” brand. The County seeks a marketing partner capable of translating this identity into compelling digital storytelling that inspires visitors to experience Tooele County as Utah’s premier destination for adventure, motorsports, and wide-open exploration while generating measurable visitation and economic impact.

Procurement Schedule

Event / Action Date

Notification Date Monday, March 16, 2026

Q&A Deadline Date in U3P 4:00 pm Friday, March 20, 2026

County’s Response to Questions 5:00 pm Monday, March 23, 2026

Proposal Due Date 4:00 pm Friday, March 27, 2026

Anticipated Final Notification of Award Friday, April 3, 2026

Scope of Work

Key Destinations and Experiences The campaign will spotlight Tooele County’s signature attractions to out-of-state visitors: the Bonneville Salt Flats, Burt Brothers Motorpark (Utah Motorsports Campus), the Peak Sports and Entertainment Complex, and Wendover Airfield. These anchors will be supported by promotion of off-roading, hiking, mountain biking, equestrian events, and dark-sky stargazing. This combination highlights the County’s distinct identity while supporting year-round visitation across motorsports, outdoor adventure, and cultural heritage.

Priority Marketing Channels

To maximize impact, the campaign will focus on digital-first strategies that deliver measurable results:

• Digital advertising (Google, YouTube, and social media) to reach travelers during trip planning.

• Video production showcasing motorsports thrills, desert landscapes, and dark-sky experiences.

• Website SEO and optimization to make ExploreTooele.org the hub for planning and booking.

• Influencer partnerships to amplify authentic stories of adventure and speed.

The County encourages proposers to recommend additional digital tactics or partnerships that may enhance campaign reach and visitor conversion. Selective event sponsorships — such as air shows, racing events, and sports tournaments — may complement the digital campaign, given their proven ability to attract visitors.

Required Deliverables

The selected firm will be expected to provide:

• Campaign media plan and audience targeting strategy

• Digital advertising management and placement

• Video and creative content development

• Monthly campaign performance reporting including impressions, cost per impression (CPI), click-through rate (CTR), cost per click (CPC), geographic performance, conversion rate (CVR) as applicable.

• Final campaign report including visitor impact metrics

All creative assets, video footage, photography, advertising materials, and campaign data developed under this contract shall become the property of Tooele County and the Tooele County Chamber of Commerce & Tourism.

Geographic and Seasonal Reach

Marketing will target regional drive markets as well as national and international visitors interested in motorsports and outdoor recreation. Seasonal dispersal remains central: spring air shows, summer motorsports, fall trail rides, and winter ghost town tours will encourage year-round visitation and reduce overcrowding on peak weekends.

Community and Partner Involvement

The campaign continues to be supported by strong partnerships with Burt Brothers Motorpark, Bonneville racing organizations, Wendover Airfield Museum, local lodging providers, and the Tooele Chamber of Commerce, the County’s Destination Marketing Organization (DMO). These partners will provide cross-promotion, in-kind assets, and event support. Hundreds of volunteers will continue to assist with significant events and visitor services, ensuring an authentic, welcoming experience.

Budget

The total anticipated base year budget is approximately $300,000, including media placement, creative development, and agency services. Offerors may propose pricing for up to two additional subsequent option years. Exercise of option years is at the sole discretion of the County and subject to the availability of funds. At least 75% of the Utah Co-op Marketing Grant funds must be used for out-of-state marketing efforts, primarily through digital media.1

Tooele County intends to maximize the portion of available funds directed toward visitor-facing marketing

1 The UOT 2025 co-op marketing grant to Tooele County is $125,938, which the County matches. At least 75% of the total $251,876 co-op funds, or $188,907, must be spent on out-of-state marketing, activities, including digital media placement, content production, and campaign distribution.

Proposals should clearly identify:

• Agency management fees

• Media placement budgets

• Content production costs

• Any additional campaign expenses

While proposers may recommend their own allocation, Tooele County anticipates that approximately 85–90 percent of campaign funds will be directed toward media placement, content production, and visitor acquisition activities. Agencies must disclose any media commissions, markups, or vendor rebates associated with media placement.

ROI

The selected firm will assist Tooele County in measuring the results of the digital marketing campaign using campaign analytics and reporting tools. These will be reported on the ROI worksheet provided by the Utah Office of Tourism, as follows:

• Total number of room nights booked as a result of the campaign.

• Average room rate.

• Average party size.

• Average length of stay.

• Total number of visitors.

• The average amount each traveler spends per day, over and above hotel and ticket costs.

PROPOSAL PROCESS

Proposals submitted for this project shall address the following steps. Firms are encouraged to keep their proposals concise and to the point while still providing sufficient detail to facilitate a fair evaluation.

A. Cover Letter

The cover letter must consist of:

• Identification of Proposer, including name, address, and telephone number.

• Name, email, and phone number of a contact person during the proposal evaluation period.

B. Technical Proposal

Interested firms must include the following in their proposal to provide tourism marketing services:

1. Firm Overview

• Experience of the firm in tourism marketing, particularly content creation and digital marketing.

• Key staff or partners who would work on the project.

• Office locations.

2. Relevant Experience

• Examples of tourism or travel marketing campaigns.

• Results achieved for similar destinations.

3. Project Approach

• General approach to implementing the Tooele County campaign.

• Recommended visitor markets and media mix.

• Proposers should include a brief creative concept demonstrating how they would activate the

“Recreation Revved Up” theme," so we can get an idea of their creative strategy.

C. Signature

• The proposal shall be signed by a representative authorized to bind the team and shall expressly state that it remains valid until the County Council awards the contract.

PROPOSER DEMONSTRATION

Proposers who meet the minimum technical score (defined below) will be invited to meet with the project evaluation committee in person or virtually to explain why they should be selected.

Cost Proposal

Pursuant to Utah Code Annotated (UCA) § 63G-6a-707(7), the cost proposal will be evaluated independently from the technical proposal, and as such, must be submitted on a separate document from the technical proposal. Proposers must not include costs or pricing data in their responses to the Technical Proposal. The proposer must include a complete cost budget in a separate document.

Cost proposal shall reflect costs over the intended base contract term of one year from date of contract execution. Pricing for two additional subsequent option years is requested. Resulting contract may include the option years for renewal at the sole discretion of the County, and subject to the availability of funds.

PROPOSAL SUBMISSION

Proposals must be submitted electronically, through Utah’s Public Procurement Place (U3P). Upload all documents in the Supplier Attachments section of U3P. When submitting a proposal electronically through U3P, please allow sufficient time to complete the online forms and to upload proposal documents. The RFP will end at the deadline. If a Proposer is in the middle of uploading a proposal when the deadline arrives, the system will stop the upload, U3P will not accept the proposal, and the attempted submission will be considered late and ineligible for consideration.

Proposer acknowledges that after all required documents have been entered in U3P, they must click on the link in the left-hand menu bar labeled “Review & Submit”, then check the box under the “Certification” heading to certify their bid. Then click the blue box labeled “Submit Response” to submit their bid.

Once the response has been submitted, the Proposer will receive confirmation that the response was successfully submitted. Vendors who fail to submit their responses will not have their responses reviewed and will be ineligible for further consideration under this solicitation.

PROPOSAL QUESTIONS

The Question-and-Answer period closes on the date and time specified in Utah’s Public Procurement Place (U3P). All questions must be submitted through U3P during the Question-and-Answer period. Answers from the County will be posted on U3P. Questions may include notifying the County of ambiguity, inconsistency, scope exception, excessively restrictive requirement, or other errors in this RQ(PS). Questions are encouraged and may be answered individually or compiled into one document.

Questions may also be answered via an addendum. An answered question or an addendum may modify the specification or requirements of this RQ(PS). Answered questions and addenda will be posted on U3P.

Proposers should periodically check U3P for answered questions and addenda before the closing date. The Proposers are responsible for submitting their proposals as required by this RQ(PS), including any requirements in the answered questions and/or addenda.

Addendum to RQ(PS)

If revising this RQ(PS) as a whole or in part becomes necessary, an addendum will be posted on the Utah Public Procurement Place for all record proposers who received the original RQ(PS).

EVALUATION OF PROPOSALS

Stage 1: Initial Review

In the initial phase of the evaluation process, the conducting procurement unit will review all on-time proposals. Non-responsive proposals that do not conform to RQ(PS) requirements will be eliminated from further consideration.

Stage 2: Technical Proposal Evaluation

Responsive proposals will then be evaluated by an evaluation committee appointed by the conducting procurement unit against the proposal evaluation criteria noted in this RQ(PS). The County will award the contract to the proposer whose proposal is determined to be most advantageous to the County, considering qualifications, marketing approach, and cost. Proposals will be assessed using the following evaluation criteria:

• Relevant tourism marketing experience – 40 Points.

• Understanding of the project and the proposed approach – 30 Points.

• Ability to deliver measurable results – 20 Points.

• Responses summarizing why your firm is the best candidate – 10 Points.

• Total Technical Proposal Points Possible = 100.

Proposers who achieve a minimum score threshold of 75 points out of a possible 100 will then proceed to Stage 3: Interview. Proposers with a score of less than the minimum required technical points will be deemed ineligible for further consideration. The attached Evaluation Score Sheet lists the relative weights assigned to each evaluation criterion (Attachment B). The evaluation committee for this RQ(PS) will tally the final scores for the criteria to arrive at a consensus score using the following method: an average of the individual scores.

Stage 3: Interview

The interview with Proposers who meet the minimum point threshold for the technical proposal evaluation will be presented to the evaluation committee. A total of 50 additional points is possible in stage 3. Interview evaluation criteria will include the firm’s understanding of the campaign, the creativity of its approach, and its ability to deliver measurable tourism outcomes. Proposers will be given up to 20 minutes to present their response to the Technical Proposal and meet with the evaluation committee. The committee will evaluate the presentations based on their alignment with the County’s objectives for tourism marketing services.

The County plans to hold these demonstrations virtually or in person at the Tooele Chamber of Commerce & Tourism, 154 S. Main Street, Tooele, UT 84074 (We will let all proposers who achieved the Stage 2 minimum threshold points know the exact date and time).

Final Stage: Cost Analysis

There is a total of 50 cost points possible in this stage. Points assigned to each Proposer’s cost proposal will be based on the lowest proposal price.

The Proposer with the lowest total cost will receive 50 points, or 100% of the total cost points awarded. All other Proposers will receive a portion of the total cost points based on the percentage by which their total cost exceeds the lowest total cost. The formula is: 50 Cost Points x (Lowest Proposed Cost / Proposer’s Cost).

PROPOSAL ACCEPTANCE

Contract Award

The proposer with the highest score, as justified by the procurement code, will be awarded the contract.

Firm Proposal An official authorized to bind the firm to a contract must sign the proposal. Conditions must be firm for one hundred twenty (120) days from the due date of this RQ(PS) to allow for evaluation of the proposals.

Cancellation of the Procurement Process The County reserves the right to cancel the procurement process at any time. All proposals become the property of the County. All information submitted in the proposal becomes a public record, as defined by the State of Utah, upon completion of the procurement process. If any proprietary information is contained in or attached to the proposal, it must be identified by the Proposer. Otherwise, the Proposer agrees that all documents provided may be made public upon announcement of the award.

The County reserves the right to withdraw the Request for Qualifications (RQ(PS)), reject a specific proposal for noncompliance with the RQ(PS) provisions, or not award a contract at any time due to unforeseen circumstances.

Interpretation of RQ(PS) The Proposer must carefully examine and understand all the requirements, specifications, and conditions stated in the RQ(PS). If any Contractor planning to submit a proposal finds discrepancies in or omissions from the RQ(PS) or doubts the meaning, a written request for interpretation or correction must be given to the County during the question-and-answer period. Any RQ(PS) changes will be made only through a written addendum. The County is not responsible for any other explanations or interpretations. If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. All notices regarding this procurement may be posted on the County website.

Compensation The County shall pay the Awarded Proposer for services performed to the County's satisfaction. Expenses incurred and compensation shall be paid in accordance with an invoice submitted to the County by the Awarded Proposer. The County shall pay the acceptable invoice within thirty (30) working days from the date of receipt of the invoice or from the date the services are received, whichever is later.

Notification:

Approval must be obtained for the selected Proposer before the award is made. This process can take some time, so that the posting will be closed on the State Purchasing Solicitation U3P Website. Following the County Council Meeting, where the award is approved, all responders will receive an email notification of the results.

Attendance at the public County Council Meeting is permitted.

I (we) have read and understood the RQ(PS) documents. Furthermore, we are prepared to comply with all their requirements.

Respectfully Submitted, Name of Bidder

Title

Authorized Signature

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

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.