1-RFP 2025-21 - Flight Instruction Services.pdf

REQUEST FOR PROPOSALS

FLIGHT INSTRUCTION SERVICES

RFP 2025-21

CLOSING DATE FOR

RECEIPT OF PROPOSALS: Tuesday, October 28, 2025

TIME: 3:00 pm MT

PLACE: Proposals are to be submitted through the State

U3P website, using the Bonfire (EUNA) eProcurement platform.

Register at:

https://utah.bonfirehub.com/portal/?tab=openOpportunities

SECTION 1 ADMINISTRATIVE OVERVIEW

1.1 BACKGROUND

The Utah County Sheriff’s Office, is seeking proposals from qualified flight schools or certified flight instructors to provide private, instrument, and commercial flight training to pilots employed by the

Sheriff’s Office. The purpose of this RFP is to establish a contract with a training provider who can deliver safe, high-quality, and flexible instruction that meets all Federal Aviation Administration (FAA) requirements.

1.2 SCOPE OF WORK

A. General Requirements

The selected provider must:

• Operate from the Spanish Fork Airport.

• Provide safe, reliable aircraft and maintain a strong safety record.

• Offer flexible scheduling for pilot training with minimal delays or waitlists.

• Supply qualified instructors holding appropriate FAA certifications.

• Ensure aircraft and instructors are available to meet training schedules of Sheriff’s Office pilots.

B. Instructional Services

1. Private Pilot Instruction (PPL): Train students working toward Private Pilot License (PPL)

• Must hold at least a Certified Flight Certificate with Airplane Category Rating.

• Must have obtained a Flight Instructor Certificate (CFI).

• Teach basic flight maneuvers: takeoffs, landings, slow flight, stalls, ground reference maneuvers, cross-country navigation.

• Prepare students for FAA knowledge and practical tests.

• Must provide endorsements for solo and cross-country flights.

2. Instrument Flight Instruction (IR): Train students seeking the Instrument Rating (IR)

• Must hold a Certified Flight Instructor, Instrument (CFII) certificate.

• Must be proficient in Instrument Flight Rules (IFR) procedures.

• Teach students to:

o Fly solely by reference to instruments.

o Navigate and communicate under IFR.

o Conduct instrument approaches, holds, and enroute procedures.

• Prepare students for Instrument knowledge and practical tests.

• Provide endorsements for IFR check rides.

3. Commercial Pilot Instruction (CPL): Train students pursuing Commercial Pilot License

(CPL)

• Must hold a CFI (same as Private), but with advanced knowledge to teach commercial-level maneuvers.

• Teach:

o Advanced maneuvers (steep spirals, chandelles, lazy eights, eights-on-pylons, etc.).

o Greater aircraft control, precision, and performance management.

o Commercial regulations, privileges, and limitations.

• Prepare students for Commercial knowledge and practical tests.

• Ensure students can act as professional pilots with higher safety and performance standards.

C. Additional Services

• List any additional services offered such as rental access, advanced training, tailwheel, complex, and flight simulator.

1.3 RFP ORGANIZATION

Proposals must include the following information:

1. Company Profile

• Location and base of operations.

• Safety and accident history (all FAA/NTSB incidents within the last five years).

2. Fleet Information

• List of aircraft in inventory.

• Hourly rental rates per aircraft.

• Hourly rates including instructor time.

3. Instructional Capacity

• Number of available instructors.

• Student-to-instructor ratio.

• Courses offered (Private, Instrument, Commercial).

• Additional services (rental access, advanced training, tailwheel, complex endorsements, flight simulator availability).

4. Scheduling and Availability

• Average wait time to begin training.

• Typical instructor/aircraft availability.

5. References

At least three references for flight training contracts or services provided within the last five years.

6. Signature Page

• A signature page in the form attached as Exhibit B must be executed and included in the submission.

7. Proof of Insurance

SECTION 2 PROCUREMENT RULES AND PROCEDURES

2.1 PROCEDURE

The Procedure for the issuance of this RFP, evaluation of proposals, and selection of a provider is as follows:

A. Utah County and/or its representatives will evaluate all submitted proposals to determine acceptance or rejection of the proposals.

B. The selected provider will be required to sign the contract, a sample of which is attached as

Exhibit A.

2.2 RULES OF PROCUREMENT

For this procurement, all proposals will be submitted in the proposal format outlined in Section 1.3 (RFP

Organization) of this RFP.

All prospective providers must meet the enclosed criteria as of the date of submission.

Utah County has established certain requirements with respect to proposals to be submitted by respondents. The use of "shall", "must", or "will", in this RFP indicates a requirements or condition from which a material deviation will not be approved by Utah County.

2.3 QUESTIONS AND CLARIFICATIONS

Questions regarding this RFP should be submitted through the Bonfire (EUNA) platform. All questions and answers will be posted for all potential proposers to see.

2.4 PROPOSAL SUBMISSION

Each respondent must submit its proposal digitally through the U3P website using the State of Utah’s

Bonfire (EUNA) account. The proposal must be submitted by Tuesday, October 28th at 3:00 pm.

Website to register: https://utah.bonfirehub.com/portal/?tab=openOpportunities

Late submissions will not be accepted.

2.5 EVALUATION CRITERIA

All proposals will be evaluated by authorized representatives of Utah County (the Evaluation

Committee). A point evaluation system will be used to rank the proposals. Point ranges have been assigned to each category in accordance with the County's view of their relative importance. The evaluation components are listed below with their assigned points:

a. Safety record and accident history. 0-20

b. Fleet availability, condition, and variety. 0-20

c. Instructor qualifications and staffing levels. 0-20

d. Scheduling flexibility and ability to meet Sheriff’s Office needs. 0-15

e. Cost effectiveness of training (hourly rates and overall value). 0-15

f. Depth of training services offered. 0-10

Total Possible Points = 100

2.6 AWARD OF CONTRACT

After taking into consideration the Evaluation Committee’s recommendations, tabulations, and rankings, the Board of Utah County Commissioners shall either award the contract to the recommended

Proposer(s) or may elect to reject all proposals. The Board of Utah County Commissioners may make the awarding of a contract subject to further negotiations and modifications deemed to be in the best interest of the County, and the award of contract shall be subject to the County and the Proposer entering into a contract acceptable to the County.

2.7 ACCEPTANCE OF PROPOSAL

Utah County reserves the right to reject any or all proposals or waive minor irregularities when to do so would be in the best interest of Utah County. Minor irregularities are those which will not have a significant adverse effect on overall competition or performance levels.

The responding party agrees that Utah County may terminate this procurement procedure at any time, and Utah County shall have no liability or responsibility to the responding party for any costs or expenses incurred in connection with this RFP, or such party's response.

Proposals (and the information contained therein) shall become the property of Utah County. No proposals shall be returned to the respondent regardless of the outcome of the selection process.

EXHIBIT A

SAMPLE AGREEMENT WITH STANDARD TERMS AND CONDITIONS

AGREEMENT

AGREEMENT No. 20 -

THIS AGREEMENT is made and entered into by and between Utah County, a political and corporate body of the State of Utah, located at 100 East Center Street, Provo, Utah 84606, and the following CONTRACTOR:

Limited Liability Company (LLC)

1. PURPOSE OF CONTRACT

This agreement is to obtain the following products, services, or products and services (be specific):

2. CONTRACT COSTS

Contractor will be:

paid a maximum of $ for costs authorized by this agreement;

compensated in accordance with ATTACHMENT B: CONTRACTOR’s Proposal.

3. CONTRACT PERIOD

The term of this agreement shall commence on: , or the date of execution of this agreement.

This agreement shall terminate on unless terminated early or performance has been completed.

4. ATTACHMENTS

The following indicated attachments are fully incorporated into this agreement:

A: Utah County Standard Terms and Conditions B: CONTRACTOR’s Proposal C: Special Provisions

D: Utah County Procurement Compliance E: General Liability and Workers Compensation Certificate

F:

G:

H:

Except as explicitly modified by ATTACHMENT C: Special Provisions, any ambiguities or conflicting terms will be resolved by granting deference to the terms of ATTACHMENT A: Utah County’s Standard Terms and Conditions.

IN WITNESS WHEREOF, the parties have executed this agreement on of 20 .

ATTEST:

AARON R. DAVIDSON

Utah County Clerk

By:

Deputy Clerk

APPROVED AS TO FORM AND LEGALITY:

JEFFREY S. GRAY

Utah County Attorney

BOARD OF COUNTY COMMISSIONERS,

UTAH COUNTY, UTAH

BRANDON B. GORDON, Chair

CONTRACTOR

Deputy Utah County Attorney

Its:

Name: Contact Person:

Address:

Phone #:

City: State: Zipcode: Email:

Legal Status of Contractor: Sole Proprietor Non-Profit Corporation

Partnership For-Profit Corporation

Government Department:

UTAH COUNTY STANDARD TERMS AND CONDITIONS FOR PRODUCTS AND

SERVICES

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

(A) The “Agreement” consists of the following documents:

(i) The Utah County Agreement cover page, which contains the signatures of Utah County and

Contractor;

(ii) This Attachment A: Utah County Standard Terms and Conditions for Products and Services;

and

(iii) Any other express written attachments that are incorporated by reference on the Utah County

Agreement cover page.

(B) “Contractor” means the individual or entity delivering the Products and Services identified in the Agreement. The term “Contractor” shall include the individual’s or entities’ agents, officers, employees, and partners.

(C) The “County” means Utah County, a political subdivision of the State of Utah, as directed and managed by a majority vote of the Board of County Commissioners of Utah County.

(D) “Products” means any products to be delivered to the County by Contractor as described in the Utah

County Agreement cover page, including any products described in any attachments that are incorporated by reference on the Utah County Agreement cover page.

(E) “Services” means any services to be performed for the County by Contractor as described in the Utah County Agreement cover page, including any services described in any attachments that are incorporated by reference on the Utah County Agreement cover page.

(F) “Subcontractors” mean subcontractors or subconsultants that are under the direct or indirect control or responsibility of Contractor, and includes all independent contractors, agents, employees, or authorized resellers.

2. EXTRA WORK.

(A) Extra work shall be undertaken only when previously authorized in writing by the County and is defined as additional work which is neither shown nor defined in the Agreement or the attached

Contractor’s proposal (if any) but determined by the County to be necessary to the project. Extra work is also defined as that additional effort necessary by reason of changed conditions which are radical and unforeseeable.

(B) Miscellaneous items normally associated with the major work items included in the

Agreement, but which may not be specifically identified, shall be furnished by Contractor as if they had been included in the Agreement, without additional cost to the County. After written prior authorization of the Board of County Commissioners of Utah County, payment for authorized extra work will be made in the previously authorized amount only.

3. PAYMENT. Payments from the County are normally made within thirty (30) days following the date an order is delivered, service is performed, or the date a correct invoice is received, whichever is later. All payments for the Agreement will be remitted electronically, by mail, or as otherwise determined by the County. Contractor shall accept payment by check or by Purchasing

Card without any additional fees.

4. OWNERSHIP IN INTELLECTUAL PROPERTY. The County and Contractor each recognize that each has no right, title, interest, proprietary or otherwise in the intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. The County will have all rights, title, and ownership of all websites and social media accounts, including any passwords, usernames, or other pertinent login information or hosting credentials; advertising materials, including any content or work product; images; newsletters; and intellectual property, including derivative works, created, or arising out of the performance of the Agreement, unless otherwise indicated in the Agreement. Contractor will give the County a list of all current passwords, usernames, and any other relevant information or credentials necessary for access and control of any property under the Agreement upon completion of the Agreement or upon the

County’s request.

5. INSURANCE.

(A) Contractor agrees to carry Commercial General Liability insurance coverage equal to or greater than three million dollars ($3,000,000) per occurrence, or in a lesser amount if explicitly authorized and identified on the Utah County Agreement cover page. This coverage shall provide liability insurance to cover the activities of Contractor and its subcontractors, all equipment and vehicles, public or private, used in the performance of the Agreement, and to add the County as an additional insured for any Services in the contract. Prior to commencement of work, Contractor shall furnish a Certificate of Insurance to the County evidencing that Contractor has this insurance in place and that the County is an additional insured. An umbrella policy may be used to supplement the Commercial General Liability insurance coverage if needed to reach the coverage requirement.

(B) Prior to commencement of Services, Contractor shall furnish a Certificate of Insurance to the

County evidencing that Contractor has Workers Compensation Insurance for the Contractor and

Subcontractors.

6. Data Privacy. If Contractor, as part of this agreement or transaction, will receive or work with

County information, or if they will be gathering data on behalf of the County, Contractor will be required to comply with the following provisions as applicable.

(A) Cyber Insurance. Contractor agrees to purchase and maintain throughout the term of this

Agreement a technology and professional liability insurance policy, including coverage for network security and data protection liability insurance (also called “cyber liability”) covering liabilities for financial loss resulting or arising from acts, errors, or omissions, in rendering technology or professional services or in connection with the specific services described in violation or infringement of any right of privacy, including breach of security and breach of security or privacy laws, rules or regulations globally, now or hereinafter constituted or amended;

data theft, damage, unauthorized disclosure, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential government, corporate, or public information in whatever form;

transmission of a computer virus or other type of malicious code; participation in a denial of service attack on third party computer systems; loss or denial of service; with no cyber terrorism exclusion; with a minimum limit of three million dollars ($3,000,000) for each and every claim and in the aggregate. Such coverage must include technology and professional liability including breach of contract, privacy and security liability, privacy regulatory defense and payment of civil fines, payment of credit card provider penalties, and breach response costs

(including without limitation, notification costs, forensics, credit protection services, call center services, identity theft protection services, and crisis management and public relations services).

Such insurance must explicitly address all of the foregoing without limitation if caused by an employee of the Contractor or an independent contractor working on behalf of the Contractor in performing services under this Agreement. Policy must provide coverage for wrongful acts, claims, and lawsuits anywhere in the world. Such insurance must include affirmative contractual liability coverage for any data breach indemnity in this Agreement, for all damages, defense costs, privacy regulatory civil fines and penalties, and reasonable and necessary data breach notification, forensics, credit protection services, public relations and crisis management, and other data breach mitigation services resulting from a confidentiality or security breach by or on behalf of the

Contractor. Contractor shall furnish evidence of coverage at the time of any bid or proposal, and upon request at any time during the term of the Agreement.

(B) Protecting Personal Identifying Information. Utah Code 63A-19-101 et seq. requires governmental agencies follow specific standards to protect personal data privacy. Consistent with

Utah Code 63A-19-401(4)(a) Contractor acknowledges that Contractor is also required to comply with the relevant requirements of this chapter with regard to the personal data processed or accessed by Contractor as part of Contractor’s duties under the Agreement to the same extent as required of the governmental entity.

7. GOVERNING LAW AND VENUE. The Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Utah and Utah County. Any action or proceeding arising from the Agreement shall be brought in a court of competent jurisdiction in the

State of Utah. Venue shall be in Provo, in the Fourth Judicial District Court for Utah County.

8. COMPLIANCE WITH LAWS AND REGULATIONS. At all times during the Agreement, Contractor and all Products and Services performed under the Agreement shall comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements. Any violation by Contractor of applicable law shall constitute an event of default under the Agreement and Contractor shall indemnify the County from and against any and all liability arising out of or connected with the violation, to include all attorney fees and costs incurred by the County as a result of the violation. Contractor is responsible, at its expense, to acquire, maintain, and renew all necessary permits and licenses required for its lawful performance of its duties and obligations under the Agreement during the term of the

Agreement. To the extent that Contractor uses, stores, transfers, or manipulates any data in the performance of its obligations, Contractor will further comply with all applicable privacy and data laws and regulations, including but not limited to General Data Protection Regulation 2016/679 of the European Union (“GDPR”) and similar provisions from any jurisdiction in the United States and any locations where data is or may be stored.

9. EMPLOYMENT STATUS VERIFICATION. Contractor shall register and participate in the

Status Verification System and comply with Utah Code section 63G-12-302 of the Identity

Documents and Verification Act. Contractor shall require an affidavit verifying compliance with

Utah Code section 63-G-12-302 from each of its contractors and subcontractors.

10. INDEPENDENT CONTRACTOR. Contractor’s legal status is that of an independent contractor, and in no manner shall Contractor be deemed an employee or agent of the County, and therefore is not entitled to any of the benefits associated with such employment. As an independent contractor, Contractor shall have no express or implied authority to bind the County to any agreements, settlements, liabilities, or understandings whatsoever, and agrees not to perform any acts as an agent for the County. Contractor shall remain responsible for all applicable federal, state, and local taxes, and all FICA contributions.

11. INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless the County, its officers, employees, and agents, from and against any and all claims, demands, causes of action, orders, decrees, judgements, losses, risks of loss, damages, expenses, and liabilities arising out of or related to the Agreement. Contractor shall also pay any litigation expenses that the County incurs, including attorney’s fees, arising out of or related to the Agreement. As between the parties to the Agreement, Contractor shall assume sole liability for any injuries or damages caused to a third party as a result of fulfillment of the

Agreement. The County reserves the right to conduct, control, and direct its own defense for any claims, demands, causes of action, orders, decrees, judgements, losses, damages, expenses, and liabilities arising out of or related to the Agreement.

12. INDEMNIFICATION RELATING TO INTELLECTUAL PROPERTY. Contractor shall indemnify and hold the County harmless from and against any and all damages, expenses

(including reasonable attorney’s fees), claims, judgments, liabilities, and costs in any action or claim brought against the County for infringement of a third party’s copyright, trademark, trade secret, or other proprietary right arising from this Agreement.

13. GOVERNMENTAL IMMUNITY. The County is a corporate and political subdivision of the State of Utah, subject to the Governmental Immunity Act of Utah (the “Act”). The County does not waive any procedural or substantive defense or benefit provided or to be provided by the

Act or any comparable legislative enactment. The parties agree that the County shall only be liable within the parameters of the Act. Nothing contained in the Agreement shall be construed in any way to modify the limits set forth in that Act or the basis for liability as established in the Act.

14. NON-FUNDING CLAUSE. The County intends to request the appropriation of funds to be paid for the services provided by Contractor under the Agreement. The Agreement shall create no obligation on the County as to succeeding annual budget cycles and if funds are not available beyond December 31 of any effective annual budget cycle of the Agreement, or if the budget is amended and such funds are no longer available, the County’s obligation for performance of the

Agreement shall be null and void. This termination shall not be construed as a breach of the

Agreement or any event of default under the Agreement and the termination shall be without penalty, and no right of action for damages or other relief shall accrue to the benefit of Contractor, its successors, or its assigns, as to the Agreement. If funds are not appropriated for a succeeding annual budget cycle to fund performance by the County under the Agreement, or if the budget is amended to make such funds no longer available, the County shall attempt to notify Contractor of non-funding and the termination of the Agreement.

15. SALES TAX EXEMPTION. The County’s sales and use tax exemption number is 11748944

002 STC. The tangible personal property or services being purchased are to be paid from the

County’s funds and used in the exercise of that entity’s essential functions. If the items being purchased are construction materials, they will be converted into real property by employees of this government entity, unless otherwise stated in the Agreement. As such, Contractor shall not charge the County any sales tax for the product(s) purchased under the Agreement.

16. CONFIDENTIALITY. Materials, information, data, reports, plans, analyses, budgets, and similar documentation provided to or prepared by Contractor in performance of the Agreement shall be owned by the County and shall be held confidential by Contractor. In addition, all information provided to Contractor by the County for the purposes of Contractor’s performance of the Products or Services, whether provided in writing or any other form, shall be held in confidence by Contractor and Contractor shall not release any of the information to any third party, any member of Contractor’s firm who is not involved in the performance of Products or Services, or to any representative of the news media without prior written consent of the County. The County shall have the sole obligation or privilege of releasing such information as required by law. Any employee or member of Contractor’s firm, subcontractor, or agent with whom Contractor shares any information as described in this section will be under the same obligations of confidentiality, and Contractor is required to secure and provide to County written commitments to that effect from each such recipient of information.

17. TERMINATION. Unless otherwise stated in Attachment C: Special Provisions, the

Agreement may be terminated with cause by either party, in advance of the specified termination date, upon written notice being given by the other party. If the violation is reasonably subject to cure, the party in violation will be given 10 working days after notification to correct and cease the violation, after which the Agreement may be terminated for cause. Time allowed for cure will not diminish or eliminate Contractor’s liability for damages. The Agreement may be terminated without cause, in advance of the specified expiration date, by the County upon 30 days prior written notice being given to Contractor. On termination of the Agreement, all accounts and payments will be processed according to the financial arrangements in the Agreement for approved services rendered prior to the date of termination, subject to any offsetting claims by the County.

18. FORCE MAJEURE. The County will not be held liable for delay or default caused by fire, riot, acts of God, State or Utah County declared state of emergency, or war. The County may terminate the Agreement after determining such delay or default will reasonably prevent successful performance of the Agreement.

19. SEVERABILITY OF AGREEMENT. The invalidity of any portion of the Agreement shall not prevent the remainder from being carried into effect.

20. LEGAL SUPPORT. Contractor shall be responsible to provide all legal support for the project including but not limited to the preparation of contracts with subcontractors.

21. NO PRESUMPTION. Should any provision of the Agreement require judicial interpretation, the Court interpreting or construing the same shall not apply a presumption that the terms in the

Agreement shall be more strictly construed against the party, by reason of the rule of construction that a document is to be construed more strictly against the person who himself or through his agents prepared the same, it being acknowledged that all parties have participated in the preparation hereof.

22. WARRANTY. To the maximum extent permitted under Utah State law, Contractor warrants to the County that all services and materials furnished under the Agreement will be of the highest quality, consistent with the degree of skill and care ordinarily exercised by similarly situated members of Contractor’s profession, and in conformance with the terms hereof. Contractor warrants and assumes responsibility for all products (including hardware, firmware, and software products) that it licenses, contracts, or sells to the County under the Agreement for a period of one year, unless otherwise specified and mutually agreed upon elsewhere in the

Agreement or Contractor’s proposal, attached hereto (if any). Contractor (seller) acknowledges that all warranties granted to the buyer by the Uniform Commercial Code of the State of Utah apply to the Agreement. Product liability disclaimers and warranty disclaimers from the seller are not applicable to the Agreement unless otherwise specified and mutually agreed upon elsewhere in the Agreement. In general, Contractor warrants that: (1) the product will do what the salesperson said it would do, (2) the product will live up to all specific claims that the manufacturer makes in their advertisements, (3) the product will be suitable for the ordinary purposes for which such product is used, (4) the product will be suitable for any special purposes that the County has relied upon Contractor’s skill or judgment to consider when it advised the County about the product, (5) the product has been properly designed and manufactured, and (6) the product is free of defects or unusual problems about which the County has not been warned in writing prior to entering into the Agreement. Remedies available to the County include, without limitation, the following: Contractor will repair or replace (at no charge to the County) the product whose nonconformance is discovered and made known to Contractor in writing. If the repaired or replaced product proves to be inadequate, or fails of 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 County may otherwise have under the Agreement.

23. TIME IS OF THE ESSENCE. The County and Contractor recognize that time is of the essence here and the County will suffer financial loss if any Products or Services are not delivered and performed within the time specified in the Agreement, plus any extensions approved in writing by the County. Contractor shall be liable for all reasonable damages to the County and to anyone whom the County may be liable to as a result of Contractor’s failure to timely deliver and perform the Products and Services.

24. DELIVERY. Unless otherwise specified in this contract, all deliveries will be F.O.B.

destination with all transportation and handling charges paid by Contractor. Responsibility and liability for loss or damage will remain with Contractor until final inspection and acceptance when responsibility will pass to the County except as to latent defects, fraud, and Contractor’s warranty obligations, if applicable.

25. CONDITION AND TITLE. The products delivered by Contractor to the County shall be new and free of all faults and defects. Upon payment of the purchase price by the County to Contractor, Contractor shall provide the County with clear title, free and clear of all liens and encumbrances, if applicable.

26. INTERPRETATION OF AGREEMENT. Whenever the context of any provision shall require it, the singular number shall be held to include the plural number, and vice versa, and the use of any gender shall include all genders. The paragraph and section headings in this Agreement are for convenience only and do not constitute a part of the provisions hereof.

27. NOTICES. All notices, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been properly given if delivered by hand or by certified mail, return receipt requested, postage paid, to the parties at their respective places of business, or at such other addresses as may be designated by notice given hereunder, including by email to the contact person for Contractor at the email address identified on the Utah County

Agreement cover page.

28. COUNTERPARTS AND FACSIMILE SIGNATURES. The Agreement may be executed in counterparts, each of which when executed and delivered shall be deemed to be an original, binding between the executing parties, and all of which together constitute one and the same instrument. Original, facsimile, emailed, texted, electronic, or power of attorney signatures shall be binding upon the executing party.

29. AMENDMENTS. No oral modifications or amendments to the Agreement shall be effective.

The Agreement may be modified or amended by a written agreement signed by the parties.

30. ASSIGNMENT. The parties to the Agreement shall not assign the Agreement without the prior written consent of the other party to the Agreement. No assignment shall relieve the original parties from any liability arising out of or related to the Agreement.

31. SUCCESSORS IN INTEREST. The Agreement shall be binding upon the heirs, successors, administrators, and assigns of each of the parties.

32. WAIVER. A waiver of any right, power, or privilege shall not be construed as a waiver of any subsequent right, power, or privilege. Any waiver must be in writing and signed by the party making the waiver.

33. SURVIVAL. The provisions of this Agreement which by their terms call for performance subsequent to termination of the Agreement shall so survive such expiration or termination, such as but not limited to: Section 4. Ownership of Intellectual Property, Section 11. Indemnification, Section 12. Indemnification Relating to Intellectual Property, and Section 16. Confidentiality.

34. ENTIRE AGREEMENT. The Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of the

Agreement shall not be binding upon either party except to the extent incorporated in the

Agreement.

EXHIBIT B

SIGNATURE PAGE

I hereby certify that I have read, understand, and agree to all sections of this Request for

Proposals for Flight Instructor Services. I further certify that the information submitted by me/my firm in response to this RFP, including the pricing and other information, is true and accurate.

I understand that Utah County has the right to reject any or all proposals, to waive minor irregularities when to do so would be in the best interest of Utah County, and to negotiate a price for the proposed services as determined to be in the best interest of Utah County.

Signature Name (please print)

Title

Date