1-RFP-Behavioral Health Unit in the Summit Co Jail.pdf

RFP – JAIL BEHAVIORAL HEALTH UNIT PAGE

REQUEST FOR PROPOSALS

SUMMIT COUNTY, UTAH

BEHAVIORAL HEALTH UNIT IN THE SUMMIT COUNTY JAIL

BEHAVIORAL HEALTH UNIT IN THE SUMMIT COUNTY JAIL

TABLE OF CONTENTS

SCHEDULE Page 3

NOTICE Page 4

GENERAL OVERVIEW Page 4

SCOPE OF WORK Page 7

SUBMITTAL REQUIREMENTS Page 14

EVALUATION CRITERIA Page 16

Attachment A- SUMMIT COUNTY AGREEMENT Page 18

Attachment B- REQUEST FOR BUSINESS CONFIDENTIALITY (OPTIONAL) Page 31

Behavioral Health Unit in the Summit County Jail

SECTION 1 - Schedule

RFP Available September 14, 2026

Deadline for Questions September 21, 2026

Proposals Due October 5, 2026 by 5pm MDT

Interviews October 23, 2026

Contract Commencement November 9, 2026

Respondents or their agents are instructed not to contact selection committee members, County employees, agents or contractors of the County, Sheriff’s Office, the County Manager’s office, or the County Council, or 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 RFP to the date of execution of the Agreement resulting from this solicitation. County, in its sole discretion, may disqualify Respondents in violation of this paragraph.

SECTION 2 - Notice

Summit County Utah is soliciting proposals from qualified architectural and engineering firms to provide planning, programming, design, and construction administration services for improvements to the Summit County Jail, with a primary focus on development of a dedicated Behavioral Health Unit. The location of this project is in Summit County’s Justice Complex located in the Snyderville Basin of unincorporated Summit County.

SECTION 3 – General Overview

I. REQUEST FOR PROPOSALS

Summit County (“County”) Utah is soliciting proposals from qualified architectural and engineering firms to provide planning, programming, design, and construction administration services for improvements to the Summit County Jail, with a primary focus on development of a dedicated Behavioral Health Unit. The selected consultant will evaluate the existing facility and determine the most appropriate location, size, configuration, and design for the Behavioral Health Unit; assess and develop recommendations for replacement or modernization of the jail’s boiler and HVAC systems; and evaluate space needs and potential co-location opportunities for the County’s Mobile Crisis Outreach Team (MCOT). The County intends to deliver the construction phase of the project using a Construction Manager/General Contractor (CM/GC) method through a separate procurement, and the selected architect will be expected to collaborate closely with the future CM/GC during design, preconstruction, construction, and project closeout. This Request for Proposals (“RFP”) is intended to provide the general information needed to respond to this proposal.

II. BACKGROUND

The Summit County Jail is the County’s sole detention facility and serves communities throughout Summit County. Like correctional facilities across Utah and the nation, the Jail is experiencing increasing demand for appropriate facilities and services for individuals entering custody with significant behavioral health needs. Approximately one-third of the Jail’s incarcerated population has a diagnosed mental illness, with additional individuals entering custody with undiagnosed behavioral health conditions. The existing facility has only one padded safety cell, which lacks plumbing, and has limited space specifically designed for individuals experiencing acute behavioral health crises or suicidal ideation. These limitations can require staff and contracted medical providers to make difficult housing and observation decisions based on available space rather than clinical and operational needs.

To address these needs, Summit County secured approximately $2.75 million in federal Community Project Funding through the U.S. Department of Justice, Bureau of Justice Assistance, Byrne Discretionary Community Project Grants Program to develop a dedicated Behavioral Health Unit within the Summit County Jail. The County’s preliminary concept contemplated approximately 800 square feet of improvements, including two padded safety cells, four direct-observation behavioral health cells, a deputy monitoring station, and associated security, telehealth, mechanical, electrical, and plumbing improvements. The purpose of the project is to improve the County’s ability to safely house, continuously observe, stabilize, and provide appropriate care for incarcerated individuals experiencing behavioral health crises while improving safety for correctional staff, medical providers, and behavioral health professionals.

The County considers the preliminary concept developed for the federal funding application to be a starting point rather than a predetermined design solution. As part of this engagement, the selected architectural team will assess the existing facility, validate the County’s programmatic needs, and evaluate alternatives to determine the most appropriate location, size, configuration, and design for the Behavioral Health Unit. The existing Jail was originally designed to accommodate a future housing pod and includes a corridor extending toward the potential expansion area, with existing infrastructure that may facilitate future expansion. The County expects the selected consultant to consider this and other renovation, repurposing, and expansion opportunities in developing and recommending a preferred alternative.

The County also intends to use this project as an opportunity to address other significant facility and behavioral health needs at the Jail. The architectural scope will therefore include assessment and design recommendations for replacement or modernization of the Jail’s boiler and HVAC systems, as well as programming and space planning for the County’s Mobile Crisis Outreach Team (MCOT). These additional components should be evaluated as part of an integrated facility-planning process while remaining sufficiently distinct to allow the County to separately identify costs, funding sources, and implementation phases.

Summit County intends to utilize a Construction Manager/General Contractor (CM/GC) delivery method for construction. The CM/GC will be selected through a separate competitive solicitation and is anticipated to join the project during the design process to provide preconstruction services, including cost estimating, constructability review, value engineering, scheduling, phasing, and construction logistics. The architect selected through this RFP will be expected to work collaboratively with the County and the future CM/GC through design, construction, commissioning, and project closeout.

III. WRITTEN AGREEMENT REQUIRED

The selected Respondent will be required to enter into written agreement with the County to provide all services required in this RFP. The standard form of agreement is attached to this RFP as an appendix. The form agreement is provided for information purposes only. County may modify the terms of the agreement at any time prior to execution. (See attachment A)

IV. SCOPE OF AGREEMENT

The selected Respondent will be required to provide all labor, supervision, materials, supplies, transportation, equipment, and services necessary to assume overall responsibility for the coordination and communication for this project’s goals.

V. RESPONSIBILITIES OF THE SELECTED RESPONDENT

The services being request are outlined in Section 4 – Scope of Work.

VI. EVALUATION AND EVALUATION CRITERIA

Proposal evaluation criteria are outlined in Section 6. The selection committee will consider all documents, the response to this RFP, information gained while evaluating responses, and other relevant information to make its determination. The committee’s selection will be those Respondents which, in the committee’s sole opinion, are best able to provide the services according to the County’s needs.

VII. SUBMISSION PROCEDURE AND PROPOSAL CONTENT

• Respondents are advised to read this RFP in its entirety. Failure to read and/or understand any portion of this RFP shall not be cause for waiver of any portion of the RFP or subsequent agreement. The submitted proposal and this RFP become a part of the subsequent agreement.

• All inquiries or questions relating to this RFP must be addressed to Clay Coleman, Procurement Officer. All communications regarding this RFP will be conducted through the query system in Bonfirehub.com: https://utah.bonfirehub.com/portal

• Phone calls or in person visits are prohibited except for the express purpose of conducting a site visit if the Respondent believes it necessary for the submittal of their proposal. Do not contact any other Department or other County officers or employees regarding this proposal. All questions and answers posed will be forwarded to all interested persons or firms through Bonfirehub.com.

• The right is reserved by the County to reject any or all proposals, to waive any informality or technicality or to accept proposals deemed in the best interest of the

County. Proposals shall contain all required information and be in the format outlined in Section 5 – Submittal Requirements.

• All Proposals must include a cover letter indicating the Respondent’s name, address, telephone number, and email address. The Proposal must be signed by an authorized representative of Respondent’s firm.

VIII. INSURANCE REQUIREMENTS

The selected Respondent, at its own cost and expense, shall secure and maintain the following policies of insurance: (see Attachment A)

IX. ADDITIONAL INFORMATION

A. Since this project occurs in the Summit County jail, anyone on the project team, subcontractor, or trade partner requiring access to secure areas must submit to and successfully pass a criminal background check with the Summit County Sheriff’s Office determining eligibility for secure-facility access.

B. County reserves the right to cancel or modify the terms of this RFP at any time. County will provide Respondents with written notice of the cancellation or modification.

C. The selection committee shall notify those Respondents to be given further consideration.

The interview requirements and format will be provided to the finalists in advance.

SECTION 4 – Scope of Work

The selected consultant will provide comprehensive architectural and engineering services from initial programming and alternatives analysis through final design, construction administration, commissioning, and project closeout. The following scope describes the anticipated services and deliverables. Summit County expects the selected consultant to refine the scope, schedule, and specific deliverables in collaboration with the County following contract award.

I. PROGRAMMING, EXISTING CONDITIONS, AND NEEDS ASSESSMENT

The consultant shall begin with a comprehensive planning and programming process to validate the County’s needs and establish the basis for design. The County’s preliminary concepts and grant materials should inform this process but are not intended to prescribe the final location, size, or configuration of the Behavioral Health Unit.

The consultant shall:

• Review available building plans, studies, grant materials, maintenance records, and other relevant documentation;

• Conduct site visits and field investigations sufficient to document existing architectural, structural, mechanical, electrical, plumbing, fire/life-safety, detention, security, technology, and utility conditions;

• Facilitate programming meetings with representatives of the Sheriff’s Office, County Administration, Facilities, Behavioral Health Division and Mobile Crisis Outreach Team (MCOT), contracted medical and behavioral health providers, Information Technology, and other stakeholders identified by the County;

• Evaluate current and anticipated behavioral health housing, observation, treatment, staffing, and operational needs utilizing current best practices for behavioral health treatment in a restricted care environment in compliance with state and federal guidelines;

• Validate the preliminary program of two padded safety cells, four direct-observation behavioral health cells, and a deputy monitoring station and recommend modifications where appropriate;

• Evaluate behavioral health assessment and treatment space, medically assisted treatment (MAT) administering space, telehealth, storage, staff support, security, inmate and staff circulation, and other functional requirements;

• Identify applicable correctional, behavioral health, suicide-intervention, ligature-resistance, accessibility, building, fire/life-safety, and other relevant design requirements and best practices;

• Evaluate the condition, capacity, efficiency, reliability, and remaining useful life of the Jail’s existing boiler, HVAC, controls, and related mechanical systems; and

• Develop a space program and operational requirements for MCOT, including appropriate relationships to the Jail, Sheriff’s Office, Behavioral Health Division, law enforcement, and other crisis-response partners.

DELIVERABLES:

• Existing Conditions and Facility Assessment;

• Behavioral Health Unit Program and Space Needs;

• Boiler/HVAC Existing Conditions Assessment;

• MCOT Space and Functional Program;

• Applicable Design Criteria and Standards Summary; and

• Updated project assumptions, preliminary budget parameters, and planning schedule.

II. LOCATION, FEASIBILITY, AND ALTERNATIVES ANALYSIS

A primary responsibility of the consultant will be to determine the most appropriate location and configuration for the Behavioral Health Unit. The consultant shall not presume that the approximately 800-square-foot concept identified in the County’s preliminary grant materials represents the optimal solution.

The consultant shall evaluate reasonable alternatives, including renovation or repurposing of existing space, expansion of the Jail, or a combination of approaches, utilizing current best practices for treatment and safety. The analysis shall include consideration of the Jail’s existing infrastructure and areas originally contemplated for future expansion.

Alternatives shall be evaluated based on:

• Behavioral health functionality and therapeutic environment;

• Recognized best practices;

• Safety, security, suicide prevention, and direct-observation capabilities;

• Relationship and adjacency to existing jail operations, medical services, and staff;

• Inmate, staff, provider, and service circulation;

• Staffing and operational efficiency;

• Existing structural and building-system conditions;

• Utility capacity and infrastructure;

• Boiler and HVAC implications;

• Ability to accommodate or appropriately locate MCOT;

• Constructability and construction phasing;

• Ability to maintain secure Jail operations throughout construction;

• Opportunities for future expansion and adaptability;

• Estimated construction and total project cost;

• Project schedule;

• Lifecycle and operational costs; and

• Funding and federal grant considerations, including federal procurement and reporting requirements.

The consultant shall develop conceptual plans for viable alternatives and facilitate a County decision-making process resulting in selection of a preferred alternative.

DELIVERABLES

• Conceptual plans for viable alternatives;

• Comparative alternatives matrix identifying advantages, disadvantages, risks, estimated costs, and schedule implications;

• Concept-level cost estimates;

• Concept-level project schedule and phasing considerations;

• Presentation/work session with County stakeholders; and

• Written recommendation and conceptual plan for the preferred alternative.

III. SCHEMATIC DESIGN

Following County approval of a preferred alternative and gathering all project requirements, the consultant shall prepare Schematic Design documents establishing the overall design, layout, building systems, security approach, and preliminary construction strategy.

The Behavioral Health Unit design is anticipated to include the following, subject to programming and alternatives analysis:

• Padded behavioral health/safety cells;

• Direct-observation behavioral health cells (suicide watch/intervention);

• Detox space;

• A secure deputy monitoring/workstation;

• Flush ligature-resistant fixtures, hardware, furnishings, and building components;

• Appropriate plumbing and sanitary facilities;

• Behavioral health assessment and treatment capabilities;

• Telehealth infrastructure;

• Security cameras, access control, duress systems, communications, and detention-security infrastructure;

• Appropriate lighting, acoustics, finishes, and environmental features;

• Mechanical, electrical, plumbing, fire/life-safety, data, and technology systems;

• Staff safety and appropriate lines of sight;

• Secure MAT storage and administering space; and

• Other improvements identified through programming and best practices.

Schematic Design shall also incorporate the selected approach for boiler/HVAC improvements and MCOT space authorized by the County.

DELIVERABLES

• Schematic architectural and engineering drawings;

• Preliminary equipment, materials, and systems recommendations;

• Updated code and life-safety analysis;

• Updated project cost estimate;

• Updated project schedule; and

• Schematic Design package for County review and approval.

IV. DESIGN DEVELOPMENT AND COORDINATION WITH CM/GC

Summit County intends to separately procure a Construction Manager/General Contractor (CM/GC). The consultant shall assist the County, as requested, with technical information necessary for that procurement and shall collaborate with the selected CM/GC once retained.

During Design Development, the consultant shall advance the approved design and coordinate with the CM/GC regarding:

• Constructability;

• Cost estimating and estimate reconciliation;

• Value engineering;

• Building and detention systems;

• Long-lead equipment and materials;

• Construction phasing and sequencing;

• Jail security and contractor logistics;

• Utility shutdowns and temporary systems;

• Maintaining continuous Jail operations;

• Early procurement packages, if appropriate;

• Project schedule;

• Risk identification and mitigation; and

• Development of the Guaranteed Maximum Price (GMP).

Because construction will occur within or adjacent to an operating correctional facility, the design team shall place particular emphasis on maintaining secure and uninterrupted Jail operations throughout construction.

DELIVERABLES

• Design Development drawings and specifications;

• Updated equipment and systems selections;

• Responses to CM/GC constructability and value-engineering recommendations;

• Updated project cost estimate reconciled with the CM/GC;

• Construction phasing and operational-continuity plan;

• Updated project schedule; and

• Design Development package for County approval.

V. CONSTRUCTION DOCUMENTS, PERMITTING, AND GMP SUPPORT

The consultant shall prepare complete, coordinated construction documents suitable for permitting, construction, development of the CM/GC’s GMP, and administration of the construction contract.

The consultant shall provide or coordinate all required architectural and engineering disciplines, including architectural, structural, civil, mechanical, electrical, plumbing, fire protection, security/detention systems, technology/telecommunications, and other specialty services necessary for a complete project.

The consultant shall identify and coordinate all applicable permitting and regulatory requirements, prepare required submissions, participate in review meetings, respond to comments, and revise documents as necessary to obtain approvals.

Construction documents and cost information shall be structured to clearly distinguish the federally funded Behavioral Health Unit from boiler/HVAC, MCOT, or other improvements funded from separate sources.

DELIVERABLES

• Construction drawings and technical specifications;

• Final code and life-safety documentation;

• Permit and regulatory-review submissions;

• Responses and revisions necessary to obtain permits;

• Final architect’s cost estimate;

• Bid/procurement packages as appropriate for the CM/GC delivery method;

• Assistance with GMP review and reconciliation; and

• Issued-for-Construction documents.

VI. CONSTRUCTION ADMINISTRATION

The consultant shall provide architectural and engineering construction administration services from commencement of construction through final completion.

Services shall include:

• Participation in preconstruction and regular construction meetings;

• Site observations appropriate to the progress of construction;

• Review of submittals, shop drawings, and product data;

• Responses to Requests for Information;

• Review of substitutions;

• Review of payment applications;

• Evaluation of proposed change orders and associated cost and design impacts;

• Preparation of supplemental drawings or clarification documents as necessary;

• Coordination with the County, CM/GC, consultants, security vendors, and other project participants;

• Monitoring conformance with the design intent and construction documents;

• Substantial-completion inspections;

• Development and verification of punch-list items; and

• Final inspections and acceptance support.

DELIVERABLES

• Construction meeting participation and documentation as appropriate;

• Reviewed submittals and responses to RFIs;

• Architect’s supplemental instructions and design clarifications;

• Payment application and change-order recommendations;

• Substantial-completion and punch-list documentation; and

• Final completion recommendation.

VII. COMMISSIONING, TRAINING, AND PROJECT CLOSEOUT

The consultant shall coordinate testing and commissioning appropriate to the project, including mechanical, electrical, controls, security, detention, technology, and life-safety systems.

Particular attention shall be given to commissioning of the new or modified boiler/HVAC systems and integration of new systems with existing Jail infrastructure.

The consultant shall coordinate with the CM/GC and equipment vendors to ensure appropriate training is provided to County Facilities, Sheriff’s Office personnel, Information Technology staff, and other County personnel responsible for operating and maintaining the completed improvements.

DELIVERABLES

• Commissioning coordination and documentation;

• Systems and equipment training;

• Operations and maintenance manuals;

• Warranties and equipment documentation;

• Record drawings;

• Final permit and occupancy documentation;

• Federal grant-related design/construction documentation reasonably required of the architect;

• Final project closeout documentation; and

• Post-occupancy/warranty review, if included in the final negotiated scope.

VIII. COST, SCHEDULE, AND FUNDING COORDINATION THROUGHOUT THE PROJECT

Throughout all phases, the consultant shall actively manage the design in relation to the County’s approved budget, schedule, operational requirements, and available funding. Cost estimates shall be updated at appropriate milestones and, following selection of the CM/GC, reconciled with CM/GC estimates.

The consultant shall separately identify costs attributable to:

1. The federally funded Behavioral Health Unit;

2. Boiler and HVAC improvements;

3. MCOT improvements;

4. Security and technology;

5. Furnishings, fixtures, and equipment; and

6. Other project components or alternates identified by the County.

If projected costs exceed available funding, the consultant shall promptly work with the County and CM/GC to identify value-engineering opportunities, alternatives, phasing strategies, or scope adjustments for County consideration.

The consultant shall also maintain an integrated design and construction schedule identifying key decision points, design milestones, permitting, CM/GC preconstruction activities, long-lead procurement, construction, commissioning, occupancy, and any deadlines associated with the County’s federal funding.

SECTION 5 – Submittal Requirements

I. LETTER OF INTEREST AND EXECUTIVE SUMMARY

A. Respondents should attach a letter of summary explaining their firm’s interest in working on this project. Include an “Executive Summary” which explains their firm’s qualifications and experience as they pertain to this particular project, specifically providing examples of work involving secure facilities in government buildings and designing safe and secure spaces for individuals experiencing mental and behavioral health crises. We are also interested in the firm’s experience designing and managing projects funded with federal monies and subject to federal procurement and reporting requirements.

II. ORGANIZATION, RESOURCES, AND PERSONNEL

A. Provide the information listed below:

1. Respondent’s name, address, principal office, and type of entity (i.e., corporation, LLC, etc.)

2. The date of incorporation/organization and the state in which Respondent is incorporated or organized.

3. Former names, if any, under which Respondent has conducted business and the years of operation under each name.

4. The name of the contact person responsible for the RFP process including title, telephone number, and email address.

B. Include information generally describing the size of Respondent’s firm, location of the office that will work directly with the County and number of years in business.

C. List and provide resumes of the key individuals who will be assigned to work with County.

Provide information regarding their experience specific to providing public information campaigns related to ballot initiatives or similar programs.

D. Provide a narrative describing the team and the qualities that the selection committee should consider. Include information relating to the team size at various phases of the project.

E. List any projects for which the Respondent was involved that resulted in litigation within the past five (5) years, include resolutions

III. DEMONSTRATED PROJECT EXPERIENCE

A. Discuss Respondent firm’s overall qualifications and experience.

B. Provide a portfolio outlining at least three (3) relevant projects. Describe challenges and outcomes of each project.

C. List at least three (3) clients who would provide references for Respondent’s work, with phone numbers, emails, and addresses.

D. If a client was located in Utah, at least one (1) reference must be of the administering agency of the local correctional facility and corresponding Local Mental Health and Substance Abuse Authority, as outlined in Utah Code 17-77-201/301.

IV. NARRATIVE/APPROACH

A. Discuss Respondent firm’s experience, capabilities, and anticipated approach to designing a behavioral health unit in a jail.

B. Discuss Respondent firm’s overall philosophy. Recognize that the selection committee may include County staff or elected officials, department personnel, and community experts.

V. PROJECT FEES

Provide a breakdown of fees for proposed cost services in a separate document from the main Proposal document. The project fees document shall address the following:

A. Proposed Flat Rate for Proposed Services.

B. List of Excluded or Additional Services.

C. Hourly Rate Schedule for consideration of additional services.

VI. WRITTEN CONFIRMATION ON SIGNING AGREEMENT

Provide a statement that Respondent has read the attached agreement form and if selected shall execute the agreement with no exceptions.

SECTION 6 – Evaluation Criteria

The Respondents meeting the minimum qualifications stated herein shall be evaluated as follows:

I. EVALUATION CRITERIA

A. Business structure, organization, resources, and experience of personnel available to the

County.

B. Firm’s demonstrated experience in relation to behavioral health design in secure facilities in government buildings.

C. Firm’s demonstrated approach to the County’s project and to advancing the County’s organizational goals through facility design as outlined in the RFP.

D. Firm’s proposed project schedule.

E. Selection committee discretion.

II. WRITTEN PROPOSAL - CRITERIA WEIGHTING

The Respondent’s Proposal will be reviewed by the selection committee and scored according the following weighted criteria:

Factor Weight Organization, Resources, and Personnel 25%

Demonstrated Project Experience and Approach 25%

Project schedule ________________________________ 15%

Costs 15%

Integration of current best practices_________________10%

Selection Committee Discretion____________________ 10%

III. INTERVIEWS

Following the evaluation of the written Proposals using the criteria above, County may determine to interview one or more of the Respondents. Submission of a Proposal does not guarantee the right to an interview. County reserves the right to accept or reject any or all Proposals. Additional information and a Request for Technical Submittal will be provided to those Respondents being interviewed.

IV. FINAL SELECTION

The County shall award a single contract to the top ranked Respondent following successful fee negotiations. Should the negotiations not be successful, the County may enter negotiations with the next highest ranked firm.

ATTACHMENT A

SUMMIT COUNTY STANDARD TERMS AND CONDITIONS FOR GOODS AND

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 including personal information. The County reserves the right to identify, during and after this Contract, additional reasonable types of categories of information that must be kept confidential under county ordinances and state and federal laws.

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

(c) “Contract Cover and Signature Page(s)” means the Summit County cover page(s) and signature page that Summit County and Contractor sign.

(d) “Contractor” means the individual or entity delivering the Services 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 Summit County under this Contract.

(f) “Party or Parties” means Summit County and the Contractor.

(g) "Procurement Item" means a supply, a service, Custom Deliverable, construction, or technology that Contractor is required to deliver to Summit County under this Contract.

(h) “Records” means all books, records, documents, statements, reports, data, information, and other material with respect to the matters covered, directly or indirectly, by this Contract, including (but not limited to) that which is necessary to sufficiently and properly reflect all direct and indirect costs related to the performance of this Contract.

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

(i) “Services” means the furnishing of labor, time, or effort by Contractor pursuant to this Contract. Services include, but are not limited to, all of the deliverable(s) (including Custom Deliverable, supplies, equipment, or commodities) that result from Contractor performing the Services pursuant to this Contract. Services include those professional services identified in the Summit County Procurement Code.

(j) “Solicitation” means the documents used by Summit County to obtain Contractor’s Proposal.

(k) “Summit County” means Summit County, Utah, a body corporate and politic of the State of Utah.

(l) “Subcontractors” means subcontractors or subconsultants at any tier that are under the direct or indirect control or responsibility of the Contractor, and includes all independent contractors, agents, employees, authorized resellers, or anyone else for whom the Contractor may be liable at any tier, including a person or entity that is, or will be, providing or performing an essential aspect of this Contract, including Contractor’s manufacturers, distributors, and suppliers.

(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 Contract’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 Summit County. Notwithstanding anything in the immediately preceding sentence to the contrary, Work Product does not include any Summit County, 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 has been and shall be construed as having been made and delivered within the State of Utah, and it is agreed by each Party hereto that this Contract shall be governed by the laws, rules, and regulations of Summit County and the State of Utah, both as to interpretation and performance. Any action of law, suit in equity or judicial proceeding arising from this Contract shall be brought in a court of competent jurisdiction in the State of Utah. Venue shall be in Summit County, the Silver Summit District Court, Third Judicial District.

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 Summit County, state and federal constitutions, laws, rules, ordinances, 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 and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to 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 shall, at such times and in such form as the County may require, make available for examination by the County, its authorized representatives, the State Auditor, Federal Auditors or other governmental officials authorized by law to monitor this Contract, all such Records. The County may, at its discretion, conduct an audit at its expense, using its own or outside auditors, of the Contractor’s activities, which relate directly or indirectly to 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,” applies to contracts issued through a request for proposal process and to sole source contracts.

(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 Summit County 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 Summit County 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 Summit County, unless disclosure has been made to Summit County.

8. INDEPENDENT CONTRACTOR:

(a) Contractor and Subcontractor(s), in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of Summit County.

(b) No agent, employee, or representative of Contractor or Subcontractor(s) shall be deemed to be an employee, agent, or representative of the County for any purpose, and the employees of the Contractor and Subcontractor(s) are not entitled to any of the benefits the County provides for its employees. The Contractor or Subcontractor(s) will be solely and entirely responsible for their acts and for the acts of their agents, employees, representatives during the performance of this Contract.

(c) In the performance of the services herein contemplated Contractor and Subcontractor(s) are independent contractors with the authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the County and shall be subject to the County’s general rights of inspection and review to secure the satisfactory completion thereof.

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 Summit County under this Contract.

Moreover, Contractor is responsible for its Subcontractors compliance under this Contract.

10. INDEMNITY:

(a) Contractor shall be fully liable for the actions of its agents, employees, officers, partners, and Subcontractors, and shall fully indemnify, defend, and save harmless Summit County from all claims, losses, suits, actions, damages, and costs of every name and description arising out of Contractor’s performance or failure to perform any aspect of this Contract to the extent caused by any intentional wrongful act or omission, 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 sole intentional wrongful act or omission, or negligence of Summit County. 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 arising out of this Contract.

(b) The Contractor and Subcontractor(s) expressly agree that the indemnification provided herein constitutes the Contractor and Subcontractor(s) limited waiver of immunity as an employer under Utah Code §34A-2-105, as amended; provided, however, this waiver shall apply only to the extent an employee of the Contractor or Subcontractor claims or recovers compensation from the County for a loss or injury that Contractor or Subcontractor would be obligated to indemnify the County for under this Contract. This limited waiver has been mutually negotiated by the Parties, and is expressly made effective only for the purposes of this Contract. The provisions of this section shall survive the expiration or termination of this Contract.

11. EMPLOYMENT PRACTICES: Contractor agrees to abide by the Summit County Code, Title 1, Chapter 15B and federal and state employment laws, including: (a) 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; (b) Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex; (c) 45 CFR 90, which prohibits discrimination on the basis of age; and (d) Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990, which prohibits discrimination on the basis of disabilities.

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. If any assignment or subcontracting has been authorized by the County, said assignment or subcontract shall include appropriate safeguards against discrimination. Contractor shall take such action as may be required to ensure full compliance with the provisions of this section.

12. AMENDMENTS: This Contract may only be amended by the mutual written agreement of the Parties, which amendment will be attached to 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, or proposed for debarment by any governmental department or agency, whether international, national, state, or local. Contractor must notify Summit County 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:

(a) This Contract may be terminated, with cause by either Party, in advance of the specified termination date, upon written notice given by the non-defaulting Party to the Party in violation (the “Default Notice”). The Party in violation will be given ten (10) days after receipt of the Default Notice to cure the violation. In the event the Party in violation fails to cure, the non-defaulting Party may terminate the Contract for cause by sending the Party in violation a termination notice (the “Termination Notice”).

(b) This Contract may also be terminated without cause (for convenience), in advance of the specified termination date, by Summit County, upon thirty (30) days written termination notice being given to the Contractor (the “Termination for Convenience Notice”).

(c) Summit County and the Contractor may terminate this Contract, in whole or in part, at any time, by mutual agreement in writing.

(d) On termination of this Contract, all accounts and payments will be processed according to the financial arrangements set forth herein for approved Services ordered prior to date of termination.

(e) Contractor shall be compensated for the Services properly performed under this Contract up to the effective date of the Termination Notice or Termination for Convenience Notice. Contractor agrees that in the event of a termination, the remedy and monetary recovery from Summit County is limited to full payment for all Services properly performed as authorized under this Contract up to the date of termination as well as any reasonable monies owed as a result of Contractor having to terminate other contracts necessarily and appropriately entered into by Contractor pursuant to this Contract. In no event shall Summit County be liable to the Contractor for compensation for any services neither requested by Summit County nor satisfactorily performed by the Contractor. In no event shall Summit County’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to Summit County for any damages or claims arising under this Contract.

(f) If the Contractor or any of its Subcontractor(s) have any property in their possession belonging to Summit County, the Contractor will account for the same, and dispose of it in a manner directed by Summit County.

15. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW:

(a) Summit County intends to request the appropriation of funds to be paid for the services provided by Contractor under this Contract. If funds are not available beyond December 31 of any effective fiscal year of this Contract, Summit County’s obligation for performance of this Contract beyond that date shall be null and void. This Contract shall create no obligation on Summit County as to succeeding fiscal years and shall terminate and become null and void on the last day of the fiscal year for which funds were budgeted and appropriated, except as to those portions of payments agreed upon for which funds were appropriated and budgeted. Said termination shall not be construed as a breach of this Contract or any event of default under this Contract and said termination shall be without penalty, whatsoever, and no right of action for damages or other relief shall accrue to the benefit of Contractor, its successors, or its assigns, as to this Contract, or any portion thereof, which may terminate and become null and void.

(b) If funds are not appropriated for a succeeding fiscal year to fund performance by Contractor under this Contract, Summit County shall promptly notify Contractor of said non-funding and the termination of this Contract, and in no event, later than 30 (thirty) days prior to the expiration of the fiscal year for which funds were appropriated.

(c) 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 Summit County, if Summit County reasonably determines that a change in the Summit County Code, Federal or State legislation or applicable laws materially affects the ability of either Party to perform under the terms of this Contract.

(d) If a written notice is delivered under this section, Summit County will reimburse Contractor for the Services properly ordered until the effective date of said notice. Summit County will not be liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of said written notice.

16. MODIFICATIONS TO TASKS: All work proposed by Contractor is based on current government ordinances and fees in effect as of the date of this Contract. Any changes to current government ordinances and fees which affect the scope or cost of the services proposed may be billed as an “extra costs” or deleted from the scope, at the option of Summit County.

17. SUSPENSION OF WORK: Should circumstances arise which would cause Summit County to suspend Contractor’s responsibilities under this Contract, but not terminate this Contract, this will be done by written notice. Contractor’s responsibilities may be reinstated upon advance formal written notice from Summit County.

18. SALES TAX EXEMPTION: The Services under this Contract will be paid for from Summit County’s funds and used in the exercise of Summit County’s essential functions as a political subdivision of the State of Utah. Upon request, Summit County will provide Contractor with its sales tax exemption number. It is Contractor’s responsibility to request Summit County’s sales tax exemption number. It is also Contractor’s responsibility to ascertain whether any tax deduction or benefits apply to any aspect of this Contract.

19. 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 Summit County under this Contract. Contractor warrants for a period of one (1) year that: (a) the Procurement Item(s) perform according to all specific claims that Contractor made in its Response; (b) the Procurement Item(s) are suitable for the ordinary purposes for which such Procurement Item(s) are used; (c) the Procurement Item(s) are suitable for any special purposes identified in the Contractor’s Response; (d) the Procurement Item(s) are designed and manufactured in a commercially reasonable manner; (e) the Procurement Item(s) are manufactured and in all other respects create no harm to persons or property; and (f) 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 Summit County under this section include, but are not limited to, the following:

Contractor will repair or replace Procurement Item(s) at no charge to Summit County within ten (10) days of any written notification informing Contractor of the Goods 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 Summit County may otherwise have under this Contract.

20. 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, at the following minimum: Bodily Injury by Accident Five Hundred Thousand Dollars ($500,000.00) each accident; Bodily Injury by Disease Five Hundred Thousand Dollars ($500,000.00) each employee, Five Hundred Thousand Dollar ($500,000.00) policy limit.

(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 ($3,000,000.00) aggregate. Contractor agrees to increase the limits of such insurance to at least the amount of the Limitation of Judgments described in Utah Code §63G-7-604, as amended and as calculated by the state risk manager every two years and stated in Utah Admin. Code R37-4-3.

(c) Commercial…