1-IFB - Park City Ice Arena Rooftop Mechanical Support Improvements 2026.pdf

Park City Municipal Corporation (“PCMC” or “City”)

Invitation for Bids (“IFB”)

Bidding Documents

Park City Ice Arena Rooftop Mechanical Support Improvements

Bidders and their agents are instructed not to contact or seek references from City employees, agents or contractors of the City, selection committee members, the Mayor’s office or staff, members of the City Council and Planning Commission, or attempt to externally manipulate or influence the procurement process in any way, other than through the instructions contained herein, from the date of release of this IFB to the date of execution of the agreement resulting from this solicitation. City, in its sole discretion, may disqualify a Bidder for violation of this provision.

INVITATION FOR BIDS

PCMC is inviting bids from qualified persons or firms (“Bidders”) to provide Park City Ice Arena Rooftop Mechanical Support Improvements.

BIDS DUE: By 3:00 p.m. MDT on Thursday, August 20, 2026.

Submit bids electronically via Utah Public Procurement Place (“U3P”). Bids will be opened after the submission deadline.

IFB MODIFICATIONS: Any modifications to the IFB or responses to questions submitted will be added as an addendum to the IFB posted on U3P. It is the responsibility of Bidders to regularly check for addenda.

QUESTIONS: All questions regarding this IFB must be submitted in writing to the U3P website by 3:00 p.m. MDT on Monday, August 17, 2026. Please do not submit the same question multiple times.

PRE-BID MEETING: A pre-bid meeting will be held at 9:00 a.m. on Friday, August 14, 2026, at the Park City Ice Arena. Attendance is strongly encouraged for all Bidders. Requests for reasonable accommodation at the pre-bid meeting must be made no later than 48 hours in advance to the Project Contact below. Accommodation may include alternative formats, interpreters, and other auxiliary aids.

PROJECT LOCATION: Park City Ice Arena, 600 Gillmor Way, Park City, UT 84060

PROJECT DESCRIPTION (brief): Structural improvements to rooftop mechanical equipment supports.

PROJECT DEADLINE: November 21, 2026.

OWNER: Park City Municipal Corporation P.O. Box 1480 Park City, UT 84060

CONTACT: Logan Jones, Senior Project Manager Logan.jones@parkcity.gov

Bids will remain valid for 90 days after submission. PCMC reserves the right to reject any or all bids received for any reason. PCMC reserves the right to change dates or deadlines related to this IFB. PCMC also reserves the right to waive any informality or technicality in bids received when in the best interest of PCMC.

I. Introduction.

Park City Municipal Corporation is seeking bids to provide structural steel support improvements and associated mechanical disconnect/reconnect services for rooftop mechanical equipment at the Park City Ice Arena.

II. Scope of Project.

The City of Park City is soliciting bids from qualified contractors to perform structural modifications and mechanical disconnect/reconnect services associated with the replacement of rooftop support systems for the existing dehumidifier and chiller units at the Park City Ice Arena.

The work has been divided into individual Bid Items to provide the City maximum flexibility in awarding work. The City reserves the right to award one or multiple bidders any individual Bid Item, any combination of Bid Items, or all Bid Items, whichever is determined to be in the best interest of the City.

A. Bid Item 1 – Structural Steel Support – Dehumidifier:

Provide all labor, materials, equipment, supervision, crane services, and incidentals necessary to furnish and install the engineered structural steel support system for the rooftop dehumidifier in accordance with the Bidding Documents, including:

1. Field verification and coordination.

2. Demolition and removal of existing support components, as required.

3. Fabrication, delivery, lifting, and installation of the engineered structural steel support system.

4. Welding, bolting, anchorage, and all associated structural connections.

5. Temporary bracing and protection, as required.

6. Crane services necessary to unload, lift, position, and install structural steel components.

7. Final alignment and coordination with the Mechanical Disconnect/Reconnect

Contractor and the City's Roofing Contractor.

8. Complete code-compliant structural support system.

B. Bid Item 2 – Structural Steel Support – Chiller:

Provide the same scope of work identified in Bid Item 1 for the rooftop chiller.

C. Bid Item 3 – Mechanical Disconnect/Reconnect – Dehumidifier:

Provide all labor, materials, equipment, supervision, crane services, and incidentals necessary to safely disconnect, remove, protect, reinstall, reconnect, start up, and commission the rooftop dehumidifier, including:

1. Equipment shutdown and lockout/tagout.

2. Disconnecting mechanical piping, ductwork, controls, and electrical connections.

3. Labeling and protecting all piping, ductwork, wiring, and equipment.

4. Crane services for removal, staging, and reinstallation.

5. Temporary protection and storage.

6. Reinstallation, reconnection, startup, testing, and commissioning.

7. Restoration to full operating condition.

D. Bid Item 4 – Mechanical Disconnect/Reconnect – Chiller:

Provide the same scope of work identified in Bid Item 3 for the rooftop chiller.

City's Roofing Contractor The City will retain a separate roofing contractor responsible for roofing removal as required, inspection, repair/replacement of roofing components, installation of new roofing materials, and coordination with all contractors.

Contractor Coordination The Structural Steel Support Contractor and Mechanical Disconnect/Reconnect Contractor shall coordinate with one another, the City's Roofing Contractor, and the City's Project Manager. Each contractor shall provide its own crane services but is encouraged to coordinate crane usage where practical.

Construction Sequence:

1. Mechanical disconnect/preparation.

2. Remove unit(s).

3. Structural demolition.

4. Install structural steel supports.

5. Roofing repairs.

6. Complete remaining steel work.

7. Reinstall unit(s).

8. Reconnect, startup, test, and commission.

III. Contents of Bid and Objective Criteria.

Minimum Mandatory Requirements. To be considered responsive, the Bidder shall meet the following minimum requirements and fill out the associated form.

A. Licensing (Attachment 1 - Bidder Certification and Acknowledgement)

1. Bid Items 1 and 2 – Structural Steel Support:

The Bidder shall demonstrate that the structural steel work will be performed by a contractor holding a current Utah S320 – Steel Erection Contractor license. If the Bidder does not hold an S320 license, the Bidder shall hold a current Utah B100 – General Building Contractor license and identify its S320-licensed subcontractor in its bid.

2. Bid Items 3 and 4 – Mechanical Disconnect/Reconnect

The Bidder shall demonstrate that the mechanical disconnect/reconnect work will be performed by a contractor holding a current Utah H100 – HVAC Qualifier License or S350 – HVAC Contractor License authorized to perform the required commercial HVAC work. If the Bidder does not hold an H100 or S350 license, the Bidder shall hold a current Utah B100 – General Building Contractor license and identify its appropriately licensed HVAC subcontractor in its bid.

B. Business Registration (Attachment 1 - Bidder Certification and Acknowledgement)

The Bidder shall be authorized to conduct business in the State of Utah.

C. Subcontractors (Attachment 3 - List of Proposed Subcontractors)

The Bidder shall identify all proposed subcontractors and clearly describe the portion of work each subcontractor will perform.

D. Addenda (Attachment 1 - Bidder Certification and Acknowledgement)

The Bidder shall acknowledge receipt of all IFB addenda.

E. Standard Construction Agreement (Attachment 1 - Bidder Certification and

Acknowledgement)

The Bidder shall acknowledge its willingness to enter into Park City Municipal Corporation's Standard Construction Agreement, attached as Exhibit A, without exception. Any requested modifications to the Agreement shall be submitted during the question-and-answer period in accordance with this IFB.

F. Relevant Experience (Attachment 4 - Contractor Qualification Sheets)

The Bidder shall submit three completed Contractor Qualification Sheets for qualifying projects completed within the past five years. Qualification Sheets shall be completed using the form included in this IFB and include all required supporting documentation.

To qualify, each project shall include experience relevant to the Bid Item(s) being bid, as follows:

1. Bid Items 1 and 2 – Structural Steel Support:

Each project shall include structural steel fabrication and/or erection associated with rooftop mechanical equipment, equipment support systems, or other comparable structural steel work on a commercial, industrial, municipal, or institutional facility.

2. Bid Items 3 and 4 – Mechanical Disconnect/Reconnect:

Each project shall include the crane-assisted removal, installation, or replacement of commercial rooftop mechanical equipment, including the associated mechanical disconnect/reconnect and equipment start-up.

For Bidders submitting on both structural and mechanical Bid Items, the three qualifying projects may collectively demonstrate the required experience for the Bid Items being bid; the same project may be used to demonstrate experience in more than one category where applicable.

G. Bid Schedule (Attachment 2 - Bid Schedule)

The Bidder shall submit a completed bid schedule with lump sum pricing for each bid item they wish to complete.

PCMC reserves the right to reject any and all bids for any reason. Bids lacking required information will not be considered. The award of a contract may be subject to approval by City Council.

IV. Question-and-Answer Period

The question-and-answer period closes on the date and time specified above. All questions must be submitted through U3P during the question-and-answer period. Answers from PCMC will be posted on U3P. Questions may include notifying PCMC of any ambiguity, inconsistency, scope exception, excessively restrictive requirement, or other errors in this solicitation. PCMC will return answers to these exceptions and additions in a timely manner during the solicitation process.

Questions are encouraged and may be answered individually or may be 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 solicitation. Answered questions and addendums will be posted on U3P. Bidders should periodically check U3P for answered questions and addendums before the closing date. It is the responsibility of the Bidder to submit their responses as required by this solicitation, including any requirements contained in an answered question and/or addendum.

Bidders are encouraged to review this solicitation prior to the deadline to submit a response, even if a bid has been submitted, in case an addendum has been issued by the issuing procurement unit.

V. Submitting a Response and Closing Date

PCMC may not accept a response after the time for submission of a response has expired.

When submitting a response or modification to a response electronically, Bidders must allow sufficient time to complete the online forms and upload their documentation.

It is the Bidder's responsibility to ensure that they have completed all requirements, read and reviewed all documents, submitted all required information, uploaded all required forms, and submitted their response prior to the closing time. Even if a Bidder completes all sections, but does not submit their response, PCMC will not be able to receive their response and they will be deemed non-responsive.

VI. Government Records Access and Management Act.

Pricing may not be classified as confidential or protected and will be considered public information.

PCMC will maintain a nonpublic process for the duration of this solicitation in accordance with Government Records Access and Management Act, Title 63G, Chapter 2 of the Utah Code (“GRAMA”). Pursuant to Utah Code § 63G-2-305(6), all records related to this IFB, including but not limited to bids, evaluation, and selection procedures, and any records created during the evaluation and selection process will remain nonpublic records during the procurement process. After execution of a contract, all submittals will be treated as public records in accordance with the requirements of GRAMA unless otherwise claimed by the Bidder as exempt from disclosure pursuant to Utah Code § 63G-2-309, as amended. The burden of claiming an exemption shall rest solely with each Bidder. Bidder shall submit any materials for which Bidder claims an exemption from disclosure marked as “Confidential” and accompanied by a statement from Bidder supporting the exemption claim. PCMC shall make reasonable efforts to notify Bidder of any GRAMA requests for documents submitted under an exemption claim. Bidder waives any claims against PCMC related to disclosure of any materials pursuant to GRAMA. Please note the following:

A. Bidder must not stamp all materials confidential. Only those materials for which a claim of confidentiality can be made under GRAMA, such as trade secrets, pricing, non-public financial information, etc., should be stamped.

B. Bidder must submit a letter stating the reasons for the claim of confidentiality for every type of information that is stamped “Confidential.” Generally, GRAMA only protects against the disclosure of trade secrets or commercial information that could reasonably be expected to result in unfair competitive injury. Failure to timely submit a written basis for a claim of “Confidential” may result in a waiver of an exemption from disclosure under GRAMA.

C. For convenience, a Business Confidentiality Request Form (“BCR Form”) is attached to this RFP as Exhibit B. Bidder must submit a completed BCR Form at the time of submission of any bid.

VII. Ethics.

By submission of a bid, Bidder represents and agrees to the following ethical standards:

REPRESENTATION REGARDING ETHICAL STANDARDS: Bidder represents that it has not: (1) provided an illegal gift or payoff to a city officer or employee or former city officer or employee, or his or her relative or business entity; (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide employees of bona fide commercial selling agencies for the purpose of securing business; (3) knowingly breached any of the ethical standards set forth in Title 3, Chapter 1 of the Park City Code; or (4) knowingly influenced, and hereby promises that it will not knowingly influence, a city officer or employee or former city officer or employee to breach any of the ethical standards set forth in Title 3, Chapter 1 of the Park City Code.

VIII. Bid Opening.

The bid opening will NOT take place in person, unless otherwise asserted above.

The procurement unit shall accept bids as provided above and may not open a bid until after the deadline for submitting bids. A person who submits a bid may not, after the deadline for submitting bids, make a change to the bid if the change is prejudicial to the interest of the procurement unit or fair competition.

Evaluation, Award, and Cancellation of a bid will be pursuant to Utah Code § 63G-6A-606.

In some cases, "Unofficial Results" will be posted to the solicitation in U3P after the solicitation has closed in order to promote fairness to all Bidders, regardless of their physical geographic location. In these cases, the final award will be made by email or another public posting.

Bidders acknowledge that they may not commence work, procure supplies, or otherwise prepare to begin work on any bid until after an award has been made and a contract has been signed. PCMC will not be responsible nor liable for any work performed or costs incurred prior to the award and executed contract.

Bidders acknowledge that U3P maintains an audit log of all actions for this sourcing event which ensures the integrity of the procurement process.

IX. PCMC Standard Agreement Required.

All contracts with an aggregate cost over the term that exceeds $100,000 require the approval of the City Council.

The Standard Terms and Conditions will not be negotiated. The Utah Procurement Code requires that a bid will be rejected if it is not responsive or responsible. A bid that is not responsive includes a bid that: (a) is conditional; (b) attempts to modify the bid requirements; (c) contains additional terms or conditions; or (d) fails to conform with the requirements or specifications of the invitation for bids.

A bid that contains exceptions and/or additions to the Standard Terms and Conditions will be rejected and disqualified from this IFB. PCMC will not allow a Bidder to remove or withdraw exceptions and/or additions from the Standard Terms and Conditions from a bid.

However, a Bidder may request an exception and/or addition to the Standard Terms and Conditions during the question-and-answer period. Requested changes may be approved at the sole discretion of PCMC.

PCMC will not allow a Bidder’s Terms and Conditions to become part of a contract that results from this IFB. If a Bidder’s Terms and Conditions are attached, referenced, or embedded into a bid, whether intentionally or inadvertently, then the Bidder’s Terms and Conditions shall be null and void and will not become part of a contract that results from this IFB. If a Bidder is awarded a contract and the Bidder requests that its Terms and Conditions become part of the contract, then the Bidder’s bid will immediately be disqualified, and the Bidder will not be awarded a contract.

A Bidder must be authorized to do business in Utah at the time of contract execution. If Bidder’s address is within the Park City limits, a valid PCMC business license is required.

X. General Provisions.

A. No Representations or Warranty. It is the responsibility of each Bidder to carefully examine this IFB and evaluate all of the instructions, circumstances and conditions which may affect any bid. Failure to examine and review the IFB and other relevant documents or information will not relieve Bidder from complying fully with the requirements of this IFB. Bidder’s use of the information contained in the IFB is at Bidder's own risk and no representation or warranty is made by PCMC regarding the materials in the IFB.

B. Cost of Developing Bids. All costs related to the preparation of the bids and any related activities are the sole responsibility of the Bidder. PCMC assumes no liability for any costs incurred by Bidders throughout the entire selection process.

C. Equal Opportunity. PCMC is committed to ensuring equitable and uniform treatment of all Bidders throughout the advertisement, review, and selection process. The procedures established herein are designed to give all parties reasonable access to the same fundamental information.

D. Bid Ownership. All bids, including attachments, supplementary materials, addenda, etc., will be retained as property of PCMC and will not be returned to the Bidder.

E. Modification of IFB. PCMC reserves the right to cancel or modify the terms of this IFB and/or the project at any time and for any reason preceding the contract execution.

PCMC will provide written notice to Bidders of any cancellation and/or modification.

F. Financial Responsibility. No bid will be accepted from, or contract awarded to, any person, firm or corporation that is in arrears to PCMC, upon debt or contract, or that is a defaulter, as surety or otherwise, upon any obligation to PCMC, or that may be deemed irresponsible or unreliable by PCMC. Bidders may be required to submit satisfactory evidence demonstrating the necessary financial resources to perform and complete the work outlined in this IFB.

G. Local Businesses. PCMC's policy is to make reasonable attempts to promote local businesses by procuring goods and services from local vendors and service providers, in compliance with Federal, State, and local procurement laws.

XI. Exhibits.

Exhibit A: Construction Agreement Pg. 11 Exhibit B: Business Confidentiality Request form Pg. 27 Attachment 1 – Bidder Certification and Acknowledgment Pg. 28 Attachment 2 – Bid Schedule Pg. 32 Attachment 3 – List of Proposed Subcontractors Pg. 33 Attachment 4 – Contractor Qualification Sheets Pg. 34 Attachment 5 – Dehumidifier – Operating and Maintenance Manual Pg. 37 Attachment 6 – Shop Drawings Pg. 516 Attachment 7 – Structural Calculations for New Supports Pg. 541 Attachment 8 – Photos of Existing Conditions Pg. 559 Attachment 9 – General Site Plan Pg. 572

EX. A - 1

Exhibit A – Construction Agreement

See Next Page

Construction Agreement | pg. 1

Template Updated 3-26 CONTRACT#_____________

CONSTRUCTION AGREEMENT

This Construction Agreement (“Agreement”) is between PARK CITY MUNICIPAL CORPORATION, a Utah municipal corporation (“PCMC”), and _________________________________________, a ________________ (insert state of incorporation) ______________________ (insert either “corporation” or “limited liability company”) (“Contractor”).

PURPOSE: For the project known as The Ice Arena Rooftop Mechanical Support Improvements (the “Project”), located at Park City Ice Arena, 600 Gillmor Way, Park City, Utah 84060. The Project consists of structural modifications and improvements to the existing rooftop support systems for the dehumidifier and chiller, including associated mechanical disconnection, removal, temporary relocation, reinstallation, reconnection, start-up, and coordination with the City’s roofing contractor, as further described in the Contract Documents.

The parties agree as follows:

SECTION 1. SCOPE OF WORK. Contractor shall furnish all labor, materials and equipment to complete the Project, consisting of the work described in the Information for Bidders as the Basic Bid, as specifically set out in the contract specifications, which is made a part hereof by reference.

The Project will be bound by the specifications referenced herein, according to the Invitation for Bids, the Instructions for Bidders, the General Project Requirements and Specifications, the Bid of the Contractor, Bid Bond, Drawings, Notice of Award and Notice to Proceed (collectively referred to as the “Contract Documents”), all of which are incorporated herein by reference and on file in the Engineering Department. To the extent that this Agreement conflicts in any way with a proposed form agreement which may have been submitted as part of the bid specifications, this Agreement shall control.

If any of the work performed by Contractor in any phase of the Project does not meet PCMC standards as outlined in the bid documents and specifications, then Contractor shall immediately repair or correct the work at no additional cost to PCMC.

A. Subcontractors. No part of this Agreement shall be subcontracted by the Contractor without prior written approval by PCMC through the Project Manager/Engineer. The Contractor shall be fully responsible to PCMC for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by them as it is for the acts and omissions of persons directly employed by it.

If written approval is granted to subcontract a part of this Agreement, the Contractor shall require each subcontractor that physically performs services within Utah to submit an affidavit to the Contractor stating that the subcontractor has used E-Verify, or an equivalent program, to verify the employment status of each new employee.

Construction Agreement | pg. 2

The Contractor shall, within 10 days of submittal of request for final payment, include an affidavit showing satisfactory evidence that all claims of subcontractors, laborers and material men who supplied services or materials to the Project have been fully paid, discharged, or waived. The Contractor shall submit lien waivers for each pay release.

If PCMC reasonably believes that Contractor has failed to pay Subcontractors, materialmen, or laborers for work on the Project within a reasonable time of when payment is due, then PCMC may, after having notified the Contractor, either pay unpaid bills or withhold from the release of Contractor's payment bond for this Project, a sum of money deemed reasonably sufficient to pay any and all such lawful claims until satisfactory evidence is furnished that all liabilities have been fully discharged and a 10% fee for administering such claims.

B. Standards of Workmanship. Contractor shall demonstrate workmanship equal to or better than current industry standards for this Project. Where PCMC specifications exist, (for example, asphalt, concrete, irrigation, sprinkling system and landscaping), they shall provide the benchmark for determination of acceptability.

C. Inspection and Testing. All materials and equipment used in the construction shall be subject to inspection by the Project Manager/Engineer. If laws, ordinances, rules or regulations of any public authority having jurisdiction require any work to specifically be inspected, tested, or approved by someone other than Project Manager/Engineer, the Contractor shall give the Project Manager/Engineer timely notice of readiness.

Inspections, tests or approvals by PCMC or appropriate authorities will not relieve the Contractor from obligations to perform the work in accordance with the requirements of the Contract Documents and/or provisions. The Project Manager/Engineer and other designated persons will at all times have access to the work. All work shall ultimately be inspected for final acceptance by the Project Manager/Engineer within a reasonable time upon receipt of notice from the Contractor that work is complete and ready for final inspection.

During construction, the work will be inspected and observed by the Project Manager/Engineer or his designated representative. All work that is deficient or does not meet specifications shall be removed and replaced with proper material at Contractor's expense.

D. Warranty. Contractor warrants that all materials and supplies used in the construction of the Project shall be new, except as otherwise agreed to in writing by PCMC's Representative. All materials, equipment, parts and labor and any necessary corrections to the Project shall be guaranteed for a period of at least one year following the date of substantial completion of the Project under the terms of the performance bond or as provided in the project specifications and construction documents, whichever is longer.

Construction Agreement | pg. 3

E. Adopted Codes. All work shall be completed at a minimum in accordance with all building, electric and energy codes adopted by PCMC.

SECTION 2. PERFORMANCE AND PAYMENT BONDS. Contractor shall furnish to PCMC payment and performance bonds in a form approved by the City Attorney’s Office guaranteeing Contractor's payment and performance, in the amount, for each separately, of 100% of the Agreement Amount.

The Surety furnishing these Bonds must be listed in the latest revision of the “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies” as published in Circular 570 (as amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. The amount of the bond issued shall not exceed the single bond limit as stated in Circular 570.

The Surety shall be licensed and in good standing with the State of Utah and shall have at least an A- policyholder’s rating and a Class VII financial rating in the latest issue of Best's Key Rating Guide.

SECTION 3. INSURANCE. At its own cost and expense, Contractor shall maintain the following mandatory insurance coverage to protect against claims for injuries to persons or property damage that may arise from or relate to the performance of this Agreement by Contractor, its agents, representatives, employees, or Subcontractors for the entire duration of this Agreement or for such longer period of time as set forth below. Prior to commencing any work, Contractor shall furnish a certificate of insurance as evidence of the requisite coverage. The certificate of insurance must include endorsements for additional insured, waiver of subrogation, primary and non-contributory status, and completed operations.

A. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance on a primary and non-contributory basis in comparison to all other insurance, including PCMC’s own policies of insurance, for all claims against PCMC.

The policy must be written on an occurrence basis with limits not less than $2,000,000 per occurrence and $3,000,000 aggregate for personal injury and property damage.

Coverage shall include but not be limited to: blanket contractual; products/completed operations; explosion, collapse and underground (XCU) if specifically requested; and employer's practices. Upon request of PCMC, Contractor must increase the policy limits to at least the amount of the limitation of judgments described in Utah Code § 63G-7- 604, the Governmental Immunity Act of Utah (or successor provision), as calculated by the state risk manager every two years and stated in Utah Admin. Code R37-4-3 (or successor provision).

B. Automobile Liability Coverage. Contractor shall maintain automobile liability insurance with a combined single limit of not less than $2,000,000 per accident for bodily injury and property damage arising out of the ownership, maintenance, and use of

Construction Agreement | pg. 4 owned, hired, and non-owned motor vehicles. This policy must not contain any exclusion or limitation with respect to loading or unloading of a covered vehicle.

C. Workers’ Compensation Insurance and Employer’s Liability. Contractor shall maintain workers’ compensation insurance with limits not less than the amount required by statute, and employer’s liability insurance limits of at least $1,000,000 each accident, $1,000,000 for bodily injury by accident, and $1,000,000 each employee for injury by disease. The workers’ compensation policy must be endorsed with a waiver of subrogation in favor of “Park City Municipal Corporation” for all work performed by the Contractor, its employees, agents, and Subcontractors.

F. Insured Parties. Each policy and all renewals or replacements, except those policies for Workers Compensation and Employer’s Liability, must name PCMC (and its officers, agents, and employees) as additional insureds on a primary and non-contributory basis with respect to liability arising out of work, operations, and completed operations performed by or on behalf of Contractor.

G. Waiver of Subrogation. Contractor waives all rights against PCMC and any other additional insureds for recovery of any loss or damages to the extent these damages are covered by any of the insurance policies required under this Agreement. Contractor shall cause each policy to be endorsed with a waiver of subrogation in favor of PCMC for all work performed by Contractor, its employees, agents, and Subcontractors.

H. Quality of Insurance Companies. All required insurance policies must be issued by insurance companies qualified to do business in the state of Utah and listed on the United States Treasury Department's current Department of Treasury Fiscal Services List 570, or having a general policyholders rating of not less than "A-" in the most current available A.M. Best Co., Inc.'s, Best Insurance Report, or equivalent.

I. Cancellation. Should any of Contractor’s required insurance policies under this Agreement be cancelled before the termination or completion of this Agreement, Contractor must deliver notice to PCMC within 30 days of cancellation. PCMC may request and Contractor must provide within 10 days certified copies of any required policies during the term of this Agreement.

J. Additional Coverage. Notwithstanding anything to the contrary, if Contractor has procured any insurance coverage or limits (either primary or on an excess basis) that exceed the minimum acceptable coverage or limits set forth in this Agreement, the broadest coverage and highest limits actually afforded under the applicable policy(ies) of insurance are the coverage and limits required by this Agreement and such coverage and limits must be provided in full to the additional insureds and indemnified parties under this Agreement. The parties expressly intend that the provisions in this Agreement will be construed as broadly as permitted to be construed by applicable law to afford the maximum insurance coverage available under Contractor’s insurance policies.

Construction Agreement | pg. 5

K. No representation. In specifying minimum Contractor’s insurance requirements, PCMC does not represent that such insurance is adequate to protect Contractor from loss, damage or liability arising from its work. Contractor is solely responsible to inform itself of types or amounts of insurance it may need beyond these requirements to protect itself.

SECTION 4. AGREEMENT AMOUNT, ACCEPTANCE OF WHOLE, ADDITIONS. PCMC shall pay Contractor a total sum not to exceed $(numerically) (“Agreement Amount”) for all work and materials expended to complete this Project, which shall include the cost of all bonds, insurance, and all charges, fees, permits (including water and sewer fees, unless waived), expenses or assessments of whatever kind or character that are or may be necessary to complete this Project, including any additive alternates listed within the scope of work described in Section 1.

SECTION 5. PERMITS AND FEES. As set out in Section 4 above, the Agreement Amount includes the price of all normally applicable fees and permits. PCMC may, at its discretion, arrange for the waiver of certain fees, permits and expenses.

SECTION 6. TERMS OF PAYMENT. PCMC shall pay for services provided hereunder according to and in an aggregate amount not to exceed the Agreement Amount or as detailed in an attached payment schedule (if attached, will be Attachment A) and only upon Contractor's request on forms approved by and submitted to the Project Manager. PCMC shall make payment within 30 days thereafter. Requests for a more rapid payment may be considered if a discount is offered for early payment. At no time shall the aggregate amount of money paid to the Contractor in proportion to the Agreement Amount be greater than the proportion of the work performed at that point to the total Project work. No payment shall be made for any service rendered by the Contractor except for services set forth and identified in this Agreement. PCMC reserves the right to withhold payment in whole or part from the Contractor for non-compliance with the provisions of the Contract Documents.

A. Retainage. PCMC may, in its sole discretion (1) retain 5% of the value of all work done and materials or equipment supplied as part security for the fulfillment of the Agreement by the Contractor; or (2) retain the final payment of up to 5% of the total Project amount. As work nears completion and solely at PCMC's discretion, PCMC may reduce the retainage to an amount more in line with the work remaining. PCMC reserves the right to retain all amounts previously withheld or due, including any liquidated damages, until all services specified herein are complete. Any money withheld pursuant to this section shall be placed in an interest bearing account and the interest shall also be payable to the Contractor upon final payment.

Before final payment is made, the Contractor must submit evidence satisfactory to PCMC that all payrolls, material bills, subcontracts and all outstanding indebtedness in connection with the Project have been paid for.

Construction Agreement | pg. 6

PCMC may withhold a reasonable amount of the payment bond sufficient to cover any outstanding indebtedness or monies owed or claimed by any person who supplied work or materials to the Project plus 10% of such indebtedness as PCMC's cost of administering such claims until Contractor supplies a release satisfactory to PCMC, signed by all persons who have supplied labor or materials to the Project or, at PCMC's option if no claim is made, until 105 days after the date on which any person performed the last of the labor or supplied the last of the material for the Project and upon written request from the Contractor.

The Contractor shall supply to the Project Manager/Engineer within a reasonable time after his/her request a signed statement verifying all the suppliers, subcontractors, and other persons who have supplied labor or materials to the Project.

B. Final Payment. Acceptance by the Contractor of the final payment from PCMC shall release PCMC of all claims, demands and liability of the Contractor, its officers, agents, employees and subcontractors, whether communicated or not by the Contractor, except with respect to those matters referred to in writing delivered to the Contractor and approved in a signed writing by the Project Manager.

SECTION 7. COMPLETION TIME. The work on this Project shall commence within 10 days of receipt of the Notice to Proceed and shall be completed by . Work stoppage due to inclement weather conditions and other factors must be approved in writing by the Project Manager. Inclement weather shall not otherwise constitute cause for delay. Unless otherwise agreed by PCMC by change order, no damages shall become due to Contractor for PCMC-caused delay. A change order for delay will generally be accepted for delay so excessive and unreasonable that it is beyond the scope of the Agreement or delay attributed to direct, active or willful interference by PCMC. The change order must be based upon actual damages sustained by the Contractor which are directly attributed to the delay.

In the event that Contractor fails to complete all of the work required herein within the time limit set out above, then for each partial or complete day during which the work remains uncompleted thereafter, the Contractor agrees to pay PCMC $100.00 (______) - Contractor Initials) which the parties believe, due to the difficulty of actually assessing the damages PCMC will suffer in the event of such a delay, is a fair estimate of the loss PCMC will suffer. The parties agree that the daily liquidated damages provided for herein is reasonable and fair and is not a penalty. TIME IS

OF THE ESSENCE IN THIS AGREEMENT.

SECTION 8. ADDITIONAL WORK/CHANGE ORDERS. PCMC may enlarge or reduce the work to be performed by Contractor hereunder by written notification to Contractor, including changes to the plans and specifications. PCMC shall pay Contractor for any additional work so requested, and shall reduce the payment to the Contractor for any reduction in labor, materials, overhead and profit margin resulting from the reduction in the work. Except as PCMC shall so notify the Contractor in writing, it is understood and agreed by the parties hereto that no money will be

Construction Agreement | pg. 7 paid to the Contractor for any new or additional labor or materials furnished unless a written modification is agreed to in a document signed by both parties.

The value of any work covered by a change order or of any claim for increase or decrease in the Agreement Amount shall be determined by one or more of the following methods in order of precedence listed below:

A. An agreed lump sum; or in the event the parties cannot agree; then

B. The unit rate for the work bid by the Contractor, if applicable, or in the event there was no such rate bid; then

C. The actual cost for: (1) labor; (2) materials; (3) supplies; (4) equipment; (5) direct overhead (not to exceed 5% of the sum total of items 1–4, unless approved by PCMC);

and (6) other services necessary and approved by PCMC to complete the work. In the event of a net increase in the Agreement Amount for a change order as a whole, PCMC shall allow a payment to the Contractor of an additional 10% of the actual cost of the work, not including direct overhead or bond costs, to cover the cost of general overhead and profit. The Contractor may also charge PCMC for actual cost of the net increase in bond costs as a result of the overall change to the Agreement Amount. PCMC specifically reserves the right to request documentation, including, but not limited to, payroll stubs, bond bills, and invoices, to validate the Contractor’s calculations.

SECTION 9. DISPUTES. Except as otherwise provided in this Agreement, any disputes concerning a question of fact arising under this Agreement which are not disposed of by agreement shall be decided by PCMC. The decision of PCMC shall be final and conclusive unless, within 30 days from the date of receipt of such decision the Contractor shall mail or otherwise furnish PCMC a written signed appeal addressed to the Project Manager/Engineer. In connection with any appeal proceeding under this clause, the Contractor will be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Contractor will proceed diligently with the performance of this Agreement and in accordance with PCMC's decision. The decision of PCMC shall be final and conclusive but shall not be arbitrary or unreasonable. Although this Agreement has been drafted by PCMC, the Contractor expressly agrees that any ambiguity herein shall be resolved in favor of PCMC.

SECTION 10. DEFAULT, REMEDY AND TERMINATION. PCMC may terminate this Agreement upon the occurrence of one or more of the following events:

A. If Contractor or any subcontractor should substantially violate any of the provisions of this Agreement;

B. If Contractor substantially fails to perform any part of this Agreement;

Construction Agreement | pg. 8

C. If Contractor repeatedly fails or becomes unable to perform the services under this Agreement as required herein, or substantially fails to provide services under this Agreement for a period of 72 hours;

D. If Contractor (1) shall become insolvent in a bankruptcy case; (2) shall be generally not paying its debts as they become due, or within a reasonable time thereafter; (3) shall suffer, voluntarily or involuntarily, the entry of an order by any court or governmental authority authorizing the appointment of or appointing of a custodian (as that term is defined in 11 U.S.C. §101(11)), receiver, trustee, or other officer with similar powers with respect to it or any portion of its property which remains undismissed for a period of 90 days; (4) shall suffer, voluntarily or involuntarily, with or without judicial or governmental authorization, any such custodian, receiver, trustee, or other officer with similar powers to take possession of any part of its property which third party remains in possession for an excess of 90 days; (5) shall suffer, voluntarily or involuntarily, the filing of a petition respecting an assignment for the benefit of creditors which is not dismissed for a period of 90 days; (6) shall be dissolved; (7) shall become the subject of any proceeding, suit, or action at law or in equity under or relating to any bankruptcy, reorganization or arrangement of debt, insolvency, readjustment of debt, receivership, liquidation, or dissolution law or statute or amendments thereto to be commenced by or against it or against any of its property which remains undismissed for a period of 90 days; (8) shall voluntarily suspend substantially all of its business operations; (9) shall be merged with, acquired by, or otherwise absorbed by any individual, corporation, or other business entity or organization of any kind except for any individual corporation or other business entity or organization which is controlled by, controlling, or under common control with the Contractor; or (10) shall take action for the purpose of any of the foregoing.

After serving 10 days written notice on the Contractor and its surety of its intention to terminate the services of Contractor, and if within 10 days after serving such notice, the violation is not corrected to PCMC's reasonable satisfaction, PCMC then may take over the work and prosecute it to completion by contract or by any other method it may deem advisable at the expense of the Contractor. The Contractor and the bonding company shall be liable to PCMC for any reasonable cost occasioned by PCMC in excess of the amount agreed to for the service herein.

The Contractor shall be entitled to a hearing before a PCMC hearing officer upon the issue of termination if it submits a written request therefore within seven days of the service of the notice of PCMC's intent to terminate. The Contractor shall be entitled to be heard at such hearing on the issue of termination. The Contractor shall not bring an action against PCMC, its officers, agents or employees arising out of or relating to the termination of this Agreement before the decision is issued by PCMC's hearing officer(s).

Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver of any provision of this Agreement shall not be construed to be modification of the terms of this Agreement, unless stated to be such in writing, signed by PCMC's authorized representative.

Construction Agreement | pg. 9

The Contractor shall continue the performance of this Agreement to the extent not terminated under the provisions of this section.

The rights and remedies of PCMC provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.

SECTION 11. INDEMNIFICATION.

A. Definitions. In this Agreement, the following definitions apply:

(1) “Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

(2) “Litigation Expense” means any reasonable out-of-pocket expense incurred in defending a Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

(3) “Loss” means any amount awarded in, or paid in settlement of, any Proceeding, including any interest but excluding any Litigation Expenses.

(4) “Proceeding” means any investigation, claim, judicial, administrative, or arbitration action or lawsuit, or other cause of action of every kind or character, brought by third parties against PCMC, its agents, employees, or officers, that arises out of this Agreement or the performance of this Agreement by Contractor or its Subcontractors or subconsultants of any tier, or anyone acting under Contractor’s direction or control, including after the expiration or termination of this Agreement.

B. Indemnification. Contractor shall indemnify PCMC and its agents, employees, and officers against all Losses arising out of a Proceeding, to the extent caused by or resulting from the Contractor’s breach of contract, negligence, recklessness, or intentional misconduct, or the negligence of Contractor’s Subcontractor. If such Losses are caused by or result from the concurrent negligence of the PCMC or its agents, employees, and officers, this indemnity provision shall be valid and enforceable to the extent of the Contractor’s breach of contract, negligence, recklessness, or intentional misconduct; or negligence of Contractor’s Subcontractor.

C. Reimbursement of Litigation Expenses. Contractor shall reimburse PCMC for all Litigation Expenses to the extent they were incurred due to Contractor’s breach of contract, negligence, recklessness, or intentional misconduct; or the negligence of Contractor’s Subcontractor.

D. Waiver. Contractor expressly agrees that the indemnification provision herein constitutes the Contractor’s waiver of immunity under Utah Code § 34A-2-105 for the

Construction Agreement | pg. 10 purposes of this Agreement. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement.

No liability shall attach to PCMC by reason of entering into this Agreement except as expressly provided herein.

E. No Limitation. The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or Subcontractor under workers’ compensation acts, disability benefits acts, or other employee benefit acts.

F. Interpretation. The parties intend that the indemnity and defense provisions in this Article shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted to violate public policy.

G. Environmental Indemnity. Contractor shall indemnify PCMC, its agents, employees, and officers for any Indemnifiable Losses from a Proceeding arising out of Contractor’s violation of federal, state, or local environmental laws or regulations, and shall include but not be limited to all cleanup and remedial costs, diminution in value of property, and any fines or fees imposed as a result.

SECTION 12. GOVERNING LAW, JURISDCTION AND VENUE. These general conditions shall be construed in accordance with and enforced under the laws of the State of Utah. Any action of law, suit in equity, or judicial proceeding for the enforcement of the Agreement, or any provisions thereof, shall be instituted and maintained only in any of the courts of competent jurisdiction in Summit County, Utah.

SECTION 13. ASSIGNMENT. The Contractor shall not assign nor transfer any interest in this Agreement without the prior written consent of PCMC, provided however, that claims for compensation due or to become due the Contractor from PCMC under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Written notice of any such assignment shall be promptly furnished to PCMC.

SECTION 14. SAFETY AND TRAFFIC CONTROL. Contractor shall take all reasonable precautions to protect the safety of pedestrians, school children, motorists, and others who may use or come near to the Project site,…