1-RFP SBSRD-T-26-Q-0008 Trail Work V8.docx

Request for Proposals Princess Di Connector Trail – Construction For Basin Recreation RFP Number: SBSRD-T-26-Q-0008 Questions Due: Wednesday, July 8, 2026, 5:00 p.m. MST Submission Deadline: Friday, July 17, 2026, 5:00 p.m. MST District Point of Contact: Alex Bedrosian, Project Planning Supervisor Submission Email: Contracting@basinrecreationutah.gov Public Notice: Posted in U3P per Utah Code § 63G-6a-112.

Submission Checklist – read before you submit

· Read Attachment A (Scope), Attachment B (Pricing Proposal), Attachment C (Terms and Conditions and Attachment D (Trail Design Standards).

· Volume I includes the title page, firm qualifications and experience, project approach and schedule, three references, license and insurance evidence, and any exceptions.

· Volume II is the completed Attachment B Pricing Proposal in the line-item (CLIN) format.

· Valid Utah Contractor’s License, Workers’ Compensation certificate, and Business License are included.

Table of Contents

1. Introduction and Background The Snyderville Basin Special Recreation District (the District) is seeking a qualified contractor to build the Princess Di Connector Trail in Park City, Utah. The trail is about four miles of new natural-surface, multi-use single-track. It connects an existing Promontory trail to the Rail Trail, crossing Promontory and Pace Ranch property. The work covers four trail segments. It includes armored drainage crossings, two timber crossing structures, one pedestrian bridge, and gates with buck-and-rail fencing. The full Scope of Work is Attachment A. The pricing form is Attachment B.

This is a best-value selection. The District will award to the responsible firm whose responsive proposal gives the best overall value, using the criteria and weights in Section 6.

This RFP is issued under the Utah Procurement Code (Title 63G, Chapter 6a) and the R33 administrative rules that govern solicitation, evaluation, award, contract terms, and protected records.

2. Project Scope and Objectives The District manages part of the Park City trail system. This project adds a sustainable connector trail that links existing trails for year-round, multi-use recreation. The goals of the project are to:

1. Build about four miles of durable, natural-surface single-track to International Mountain Bicycling Association (IMBA) sustainable-trail guidelines.

· Connect an existing Promontory trail to the Rail Trail across the mapped corridor.

· Protect adjacent property, wildlife fencing, and sensitive ground during and after construction.

· Manage drainage with rolling-contour design and grade reversals, and control noxious weeds.

· Finish the trail so it feels gentle and meandering, with long sightlines and clean transitions.

The full design and construction requirements are in Attachment A (Scope of Work) and Attachment D (Trail Design Standards).

3. General Instructions and Requirements

· Submit your proposal by email by Friday, July 17, 2026, 5:00 p.m. MST.

· Work is expected to begin in September 2026 and continue into 2027.

· All work must be substantially complete by late fall 2027.

· Proposals stay valid for ninety (90) days from the deadline unless both parties agree in writing to extend.

· Do not complete or sign the Contract (Attachment C) with your proposal. It is for review only and is signed only by the awarded firm, as written. The District will not negotiate its terms, so review them before you submit.

· Review all RFP documents and addenda and learn all requirements. Report any error, omission, or conflict to the Point of Contact right away. The District will resolve it by written addendum.

· Under Utah Code § 63G-12-302, the District cannot contract with a firm that does not register and take part in a federal status-verification (E-Verify) system. Failure to show proof may be grounds for rejection.

· The District may reject any or all proposals, waive minor errors, ask for clarification, negotiate with one or more firms, or cancel this RFP if doing so serves its best interest. This RFP does not commit the District to make an award or to pay any proposal costs.

· Proposals are public records under GRAMA (Utah Code § 63G-2-101 et seq.). Clearly mark any part you claim as protected, such as a trade secret, under GRAMA and Utah Admin. Rule R33-1. Submitted materials become District property.

4. Requests for Information, Communication, and Addenda

· Send all questions and communications about this RFP to Alex Bedrosian, Project Planning Supervisor, at the submission email address.

· Do not contact District Board members, employees, or agents about this RFP except through the Point of Contact, and do not offer any gift. Unauthorized contact may lead to disqualification.

· Submit questions in writing by Wednesday, July 8, 2026, 5:00 p.m. MST. Later questions may not be answered. The District will post responses by the Friday of the week the question was received.

· The District makes changes only by written addendum. Each addendum becomes part of this RFP, and you are responsible for including it in your proposal.

5. Contractor Qualifications The District will award to a responsible contractor with the experience, personnel, equipment, and licensing to build sustainable natural-surface trail. Show the following in Volume I of your proposal.

· Relevant experience. At least three comparable natural-surface, multi-use trail projects, with enough detail to judge their scope and quality.

· Key personnel. The people who will manage and build this project, and their roles.

· Equipment. The equipment you will use, including confirmation of a mini excavator no wider than 48 inches.

· References. Three references for comparable projects, with current contact information.

· Licensing and insurance. A valid Utah Contractor’s License, Workers’ Compensation certificate, and Business License. The awarded firm must provide the bonds and insurance in the Contract (Attachment C) before the Notice to Proceed.

6. Evaluation Process The District uses a best-value process. Experience and approach are scored first, separately from price. Price is opened and scored only for proposals that pass the first review. Award goes to the proposal that offers the best overall value, not simply the lowest price.

6.1 Evaluation Committee

A Selection Review Committee of at least three District-appointed members will evaluate proposals. Each member will be familiar with the work and free of conflicts of interest.

6.2 Criteria and Weights

Proposals are scored on three criteria, broken into the sub-lines shown. The total possible score is 1,000 points. Only proposals that score at least 480 of the 800 technical points (60 percent) move on to Stage 3 and have their price opened and scored. If fewer than two proposals reach 480 points, the District may still open and score the price of the highest-scoring proposals that remain.

· Overall Quality and Relevant Experience (500 points)

· Relevant project experience (225 points)

· Key personnel (125 points)

· Equipment (100 points)

· References (50 points)

· Approach to the Project and Schedule (300 points)

· Construction methods, sequencing, and site protection (150 points)

· Field alignment within the corridor (75 points)

· Schedule (75 points)

· Fee Proposal (200 points) Total: 1,000 points

6.3 Stage 1: Responsiveness Review

The District first reviews each proposal for completeness. A proposal that is missing required items, or that departs from the required format in a way that matters, may be found non-responsive and removed from further review.

6.4 Stage 2: Experience and Approach

The committee scores the experience and approach sub-lines, worth 800 of the 1,000 points. Each sub-line is scored from 0 to 5 using the scale below. The score is then converted to weighted points with this formula:

Sub-line points = (score ÷ 5) × the sub-line’s weight.

For example, a Relevant project experience score of 4 earns (4 ÷ 5) × 225 = 180 points. A section’s score is the sum of its sub-line points. The committee reaches a consensus score for each sub-line by averaging the members’ scores.

Overall Quality and Relevant Experience (500 points). The District scores:

1. Relevant project experience (225 points): your record on similar natural-surface, multi-use trail projects, including at least three comparable projects, with enough detail to judge their scope and quality.

1. Key personnel (125 points): the people who will manage and build this project, their roles, and their trail-building experience.

1. Equipment (100 points): the equipment you will use, including confirmation of a mini-excavator no wider than 48 inches.

1. References (50 points): three references for comparable projects, with current contact information.

Approach to the Project and Schedule (300 points). The District scores:

1. Construction methods, sequencing, and site protection (150 points): your construction methods and the order of work; erosion control; protection of adjacent property and wildlife fencing; and noxious-weed management.

1. Field alignment within the corridor (75 points): how you will refine the alignment in the field within the mapped corridor while meeting the grade and sustainability standards in Attachments A and D.

1. Schedule (75 points): a realistic schedule that meets the completion date in Section 8.

Scoring scale:

· 5 – Excellent: Exceeds the requirements in a clear, useful way.

· 4 – Good: Fully meets the requirements and shows strengths that lower risk or add value.

· 3 – Satisfactory: Meets the minimum requirements acceptably.

· 2 – Marginal: Partly meets the requirements, with weaknesses, gaps, or risks.

· 1 – Poor: Does not adequately meet the requirements.

· 0 – Non-Responsive: Does not address the criterion, or the information is missing.

6.5 Stage 3: Fee

The District opens the price only for proposals scored in Stage 2. The Fee Proposal is worth 200 points and is not broken into sub-lines. The lowest responsive price earns the full 200 points. Every other proposal earns a proportional share:

Fee points = 200 × (lowest responsive price ÷ your price).

Each proposal’s total score is the sum of its experience, approach, and fee points, out of 1,000.

6.6 Basis of Award

Award will be made to the responsible firm whose responsive proposal earns the highest total score and represents the best overall value to the District. Best value means the District weighs technical quality, relevant experience, approach, and project risk together with price. Price is one weighted factor among several. It is not a pass or fail threshold, and the lowest price does not win by default.

The District expressly reserves the right to award to a higher-priced proposal when that proposal scores higher on the technical criteria, carries lower risk, or is otherwise the better fit to perform the work. A strong technical proposal can outweigh a lower price. The District will select the firm it judges best able to deliver a durable, sustainable trail that meets the standards in this RFP, and will document the basis for any award to other than the lowest-priced firm in a written trade-off analysis.

6.7 Tie-Breaker

If two proposals have the same total score, the District will give preference to the proposal that shows stronger directly relevant trail-building experience and lower project risk.

6.8 Compliance with the Utah Procurement Code

This evaluation process complies with Utah Code §63G-6a-707(2) and (4).

1. (2) The evaluation committee shall evaluate proposals strictly in accordance with the process described in this RFP.

1. (4) Criteria not described in this RFP will not be used to evaluate any proposal.

The District commits to the following:

1. All evaluation criteria, weights, and scoring methods are published in this RFP.

1. No additional or undisclosed criteria will be used during evaluation.

1. The committee will follow the stages and scoring method exactly as written here.

1. Any award to a higher-priced proposal will be justified in a written trade-off analysis.

· The District will keep the process transparent and defensible throughout.

7. Submission Guidelines Address every item below. If you cannot provide something, say so and explain why. A proposal that omits required information, or that leaves out requested items without explanation, may be found non-responsive and may not be evaluated.

Submit your proposal in two separate files. Keep all price information out of Volume I so the District can score quality and approach on their own merits.

Volume I: Technical Proposal (no pricing) Include the following, in order:

· Title page. RFP title and number; your firm’s legal name; local office address; primary contact (name, title, phone, email); and the submittal date.

· Firm qualifications and experience. Your experience with similar natural-surface, multi-use trail projects, including at least three comparable projects; key personnel and their roles; and your equipment, including confirmation of a mini-excavator no wider than 48 inches.

· Project approach and schedule. Your construction methods, sequencing, erosion control, protection of adjacent property and wildlife fencing, and weed management; how you will refine the alignment in the field within the mapped corridor while meeting the grade and sustainability standards in Attachments A and D; and a schedule that meets the completion date in Section 8.

· References. Three comparable projects with current contact information.

· License and insurance. A valid Utah Contractor’s License, Workers’ Compensation certificate, and Business License. The awarded firm must provide the bonds and insurance in the Contract (Attachment C, Article 12 and the Insurance Requirements exhibit) before the Notice to Proceed.

· Exceptions. State up front any RFP requirement or Contract term you cannot or will not meet. Identify each one, explain why, and propose an alternative. Anything you do not list is treated as accepted, and undisclosed exceptions may be grounds for rejection. Raise any Contract concerns here, not by editing Attachment C.

Volume II: Pricing Proposal

· Fee proposal. A fixed price using the line-item (CLIN) form in Attachment B. Price each line as a lump sum that covers all labor, materials, equipment, permits, and coordination. Any quantities shown are for comparison only and do not change the lump-sum price. Pricing that is not in the CLIN format may be found non-responsive.

Common mistakes to avoid Smaller firms most often lose points or get rejected for these. Check each one before you send your proposal.

· Putting any price in Volume I. Keep all pricing in Volume II.

· Skipping the CLIN format or leaving line items blank.

· Missing the Utah Contractor’s License, Workers’ Compensation certificate, or Business License.

· Leaving out the three references or their current contact information.

· Sending the proposal after the deadline, or in the wrong file type.

8. Timeline The dates below are the District’s plan and may change by written addendum. Construction dates depend on weather, ground conditions, and property-owner agreements.

· RFP Issued: Monday, June 15, 2026

· Questions Due (by email): Wednesday, July 8, 2026, 5:00 p.m. MST

· Q&A and Final Addendum Posted: Friday, July 10, 2026, 5:00 p.m. MST

· Proposals Due: Friday, July 17, 2026, 5:00 p.m. MST

· Proposal Evaluation: Week of July 20, 2026

· Award Approval at SBSRD Board Meeting: Thursday, August 6, 2026

· Notice to Proceed and Construction Start: Fall 2026

· Substantial Completion: Fall 2027

9. Submission Instructions Submit your proposal and any questions by email, on or before 5:00 p.m. MST of the deadline, to:

mailto:Contracting@basinrecreationutah.gov Send two separate PDF files, one for Volume I (Technical Proposal) and one for Volume II (Pricing Proposal). Put the RFP number and your firm’s name in the subject line. Confirm the files open before the deadline, since late or unreadable proposals may not be accepted.

Attachment A – Scope of Work Project Overview

· The District manages part of the internationally recognized Park City trail system. The Princess Di Connector Trail will link an existing Promontory trail to the Rail Trail, crossing Promontory and Pace Ranch property.

· Length: about 4 miles. Type: natural-surface single track, multi-use and multi-direction (hiking, mountain biking, adaptive mountain biking (aMTB), equestrian, and snowshoeing), built to IMBA guidelines for sustainable trails.

· The contractor will follow the District’s flag line, which is the approximate centerline of a 30-foot construction corridor, and a grade line only. Slight deviations are expected to build a sustainable, natural-feeling trail. The corridor is shown on the Corridor Map below.

· The trail should have a gentle, meandering feel with long sightlines, using a rolling-contour design. Avoid abrupt grade changes. Work with the District throughout to avoid spreading noxious weeds.

· About four drainage crossings need armoring, and two need timber crossing structures (each about 60 inches wide by 20 feet long). Segment D needs two 6-foot gates and about 600 linear feet of buck-and-rail fence.

Example of the natural, meandering single-track character intended for this trail.

Trail Standards

· Minimum tread width 48 inches (to allow aMTBs), with wider bench cuts where needed so recumbent and handcycles can pass obstacles.

· Use partial-bench technique where benching is needed and the soil allows.

· Rolling-contour design with grade reversals every 100 to 200 feet, which is the preferred drainage method.

· Average grade 5 to 6 percent, up to 8 percent in places. Use over 8 percent only for short distances to avoid large trees, roots, or immovable rock.

· Finish by hand raking and grading. Transition upslope and downslope well, and avoid vertical cut-banks. Work with care for the surrounding area and visual impact.

· Scatter grub and slash along the corridor for the least visual impact. Cut larger trees into blocks and place them away from the trail.

· Corners: minimum 12-foot radius (wider where possible), no more than 5 feet of elevation gain, slightly in-sloped, with flatter, low-to-no-berm turns for mixed users. Add drainage above and below turns where the terrain allows.

· Build with a mini-excavator no wider than 48 inches.

· Route on the uphill side of large trees where possible, or at least three feet downhill, to avoid large roots.

· Work closely with a District representative. Hold weekly on-site meetings for coordination and quality checks, and handle urgent items by phone or email.

· ATVs or motorcycles are allowed for access and to carry fuel and supplies. Motorcycles may also help compact the tread.

· Remove all waste and construction material from the corridor regularly to avoid visual impact.

· A final walk-through with the contractor and the District is required for sign-off.

· Begin construction as soon as conditions allow, typically late May or early June, depending on weather and ground conditions.

· The contractor is expected to know contemporary trail design practices that address ecological, geophysical, and cultural factors. See the Trail Design Standards (Attachment D) for additional requirements.

Example of the desired finished condition: a rolling-contour trail with grade reversals and a gentle, meandering feel.

Trail Segments Lengths are mapping-level estimates. The Corridor Map below includes a buffer for field adjustment. Final alignment and quantities are confirmed in the field before construction.

Corridor Map: approximate alignment and segments A through D. The corridor includes a buffer for field adjustment; final alignment is confirmed in the field.

· Segment A: ~1 mile. Multi-use, bidirectional, natural surface. Begins at N Promontory Ranch Road. Route north down to the existing Princess Di alignment, return to the road, then run south on a gradual contour about one mile to a point below the Spotted Owl Court cul-de-sac. Alignment may shift within the corridor if grade limits are met and the trail fits the property and wildlife fencing.

· Segment B: ~0.5 mile. Multi-use, bidirectional, natural surface. Begins below the Spotted Owl Court cul-de-sac, between private property and wildlife fencing. Stay within that corridor and keep visual impact to homes low. Some steep grades are acceptable where needed, with proper grade transitions and erosion control. One pedestrian bridge crosses an existing drainage.

· Segment C: ~2 to 3 miles. Multi-use, bidirectional, natural surface. Begins just south of the last home in Segment B. Offers the most routing flexibility to flag and refine the alignment, for example route away from the highway, climb to the ridge, follow contours, and return to the final approach at Pace Ranch Farm.

· Segment D: ~600 to 700 LF. Natural surface with localized aggregate and armoring. Runs from the property’s north fence line to the south fence line, ending at the Rail Trail connection. Keep within the existing fence line. Install ingress and egress gates and a parallel buck-and-rail fence. The final ~100 feet cross seasonally wet ground and need armoring or raised aggregate.

Attachment B – Pricing Proposal Submit a fixed price for every line item. Price each numbered CLIN as a lump sum that includes all labor, materials, equipment, permits, and coordination. Sub-lines are for comparison only and do not change the lump-sum price. If no line fits part of the work, include that cost in a related line. Round to whole dollars. A proposal that omits pricing, or is not in this format, may be found non-responsive.

· CLIN 1. Mobilization, General Conditions and Field Overhead (Lump Sum): $ ______

· CLIN 2. Segment A – Trail Construction (~1 mile) (Lump Sum): $ ______

· 2a. Clearing, grubbing, and corridor preparation (Lin. Ft.): $ ______

· 2b. Bench cut, tread construction, and finishing (Lin. Ft.): $ ______

· CLIN 3. Segment B – Trail Construction (~0.5 mile) (Lump Sum): $ ______

· 3a. Trail construction and finishing (Lin. Ft.): $ ______

· 3b. Pedestrian bridge (1) (Each): $ ______

· CLIN 4. Segment C – Trail Construction (~2 to 3 miles) (Lump Sum): $ ______

· 4a. Trail construction and finishing (Lin. Ft.): $ ______

· CLIN 5. Segment D – Trail Construction (~600 to 700 LF) (Lump Sum): $ ______

· 5a. Trail construction (aggregate plus armoring, final ~100 ft) (Lin. Ft.): $ ______

· 5b. Buck-and-rail fence (~600 LF) (Lin. Ft.): $ ______

· 5c. 6-foot gates (2) (Each): $ ______

· CLIN 6. Drainage Crossings and Trail Structures (Lump Sum): $ ______

· 6a. Armored crossings (4) (Each): $ ______

· 6b. Timber crossing structures (2), ~60 in by 20 ft (Each): $ ______

· CLIN 7. Finishing, Restoration, Weed Mitigation, and Final Acceptance (Lump Sum): $ ______ TOTAL BASE PRICE (CLIN 1 to 7): $ ______

Attachment C – Terms and Conditions

ARTICLE 1

THE WORK

1.1 CONTRACTOR shall perform all the work required by the Contract Documents (defined in Article 5 below), for the following project: __________________. The term “work” as used in the Contract Documents includes all labor necessary to produce the service required by the Contract Documents, all materials and equipment incorporated or to be incorporated in such service, construction, and/or maintenance. (specified in Exhibit A, Scope of Work), hereinafter “Work”.

ARTICLE 2

COMMENCEMENT AND COMPLETION DATE

2.1 The Work to be performed under this Contract shall be commenced upon CONTRACTOR’s receipt of written notice (“Notice to Proceed”) from the PM. Work shall be pursued with due diligence thereafter until its “Substantial Completion” (as defined below) which shall occur on or before __________________.(“Completion Date”). CONTRACTOR shall provide written notice to the PM 48 hours prior to commencement of work and again when work is Substantially Complete and ready for final inspection.

2.2 “Substantial Completion” or “Substantially Complete” is defined as Work that is sufficiently completed so it may be utilized by the DISTRICT, for all of the purposes for which it was intended, in accordance with applicable life, health, safety, building and land use regulations, but exclusive of minor Work to be completed or corrected as typically referred to in the construction industry as “punch list” Work.

ARTICLE 3

CONTRACT AMOUNT AND BASIS

3.1 The DISTRICT shall pay CONTRACTOR an amount set forth in Exhibit A for the satisfactory performance of the Work, subject to additions and deductions by Contract Change Order, and as otherwise may be adjusted pursuant to terms of this Contract including the General Conditions, (hereinafter “Contract Price”).

ARTICLE 4

PAYMENT

4.1 Deposit: Twenty percent (20%) of the Contract Price will be paid prior to work commencing.

4.2 Monthly Progress Payments: Contractor shall submit monthly Applications for Payment based upon the linear feet of trail completed. District shall pay the monthly Application for Payment at 80% of the cost of the linear feet of trail completed, as set forth in Exhibit A. The Contract Price shall not exceed __________________.

To request payment, CONTRACTOR shall submit to DISTRICT the following:

1. Monthly Application for Payment similar to the form attached hereto as Exhibit C,

2. A completed and executed Waiver and Release upon Payment (to be completed by CONTRACTOR, its subcontractors, and suppliers), similar in form to the document attached hereto as Exhibit D,

3. Invoice Showing Payment in Full.

ARTICLE 5

CONTRACT DOCUMENTS

5.1 The Contract Documents consist of this Contract, all referenced exhibits and all Addenda issued prior to the execution of this Contract, all modifications, and all Contract Change Orders. These collective documents form the Contract and what is required by any one shall be as binding as if required by all. Should there be any inconsistency between this Contract and an attachment hereto, this Contract shall govern. The intention of the Contract Documents is to include all labor, materials, equipment and other items as provided in the Contract Documents and deemed necessary for the proper execution and completion of the Work and the terms and conditions of payment therefor, and further, to include all Work which may be reasonably inferable from the Contract Documents as being necessary to produce the intended results.

ARTICLE 6

DISTRICT'S PROJECT MANAGER

6.1 The PM will provide general administration of the Contract and will be the DISTRICT's representative during the performance of all Work and until issuance of the final payment to CONTRACTOR.

6.2 Based on such observations and CONTRACTOR's Applications for Payment, the PM will determine the amounts owing to CONTRACTOR and will authorize Payment in accordance with the Contract Documents, and in particular Article 10 herein. The PM has authority to reject Work which does not conform to the Contract Documents.

ARTICLE 7

CONTRACTOR

7.1 CONTRACTOR shall supervise and direct the Work, using its best skill and attention. CONTRACTOR alone shall be fully responsible for the safety, efficiency, and adequacy of its, and/or its subcontractors’ construction equipment, material and equipment, facilities and appliances, and for any damage which may result from their failure or their improper construction, maintenance, or operation, and shall bear all risk of loss to the work, or materials or equipment for the work due to fire, theft, vandalism, or other casualty or cause until the Work is fully completed and accepted by the District.

7.2 As required by law, CONTRACTOR and all subcontractors must be licensed by the State of Utah and all other applicable regulatory agencies for the nature of work being performed.

ARTICLE 8

SUBCONTRACTS

8.1 A subcontractor is a person who has an agreement with CONTRACTOR to perform any of the Work at the site.

8.2 Contracts between CONTRACTOR and the subcontractor shall be in accordance with the terms of this Contract and shall include the General Conditions of this Contract and all relevant Contract Documents. Concurrent with delivery of this executed Contract, CONTRACTOR will provide a list of additional proposed subcontractors not already included in his/her bid proposal to DISTRICT. CONTRACTOR shall not employ any subcontractor to whom the PM or the DISTRICT may have a reasonable objection. CONTRACTOR shall not be required to employ any subcontractor to whom it has a reasonable objection.

ARTICLE 9

TIME

9.1 All time limits stated in the Contract Documents are of the essence to the Contract, “Contract Time.”

9.2 If CONTRACTOR is delayed at any time in the progress of the Work by changes ordered in the Work, by labor disputes, fire, unusual delay in transportation, unavoidable casualties, causes beyond CONTRACTOR's control, or by any cause which the PM may determine justifies the delay, then the Contract Time shall be extended by Contract Change Order for such reasonable time as the PM may determine.

9.3 If CONTRACTOR mobilization is delayed beyond start date of July 1, 2025 solely due to limitations of DISTRICT and legal agreements with property owners, CONTRACTOR will be compensated as follows: $350.00 for each business day of delay, limited to the construction season comprising the 19 weeks following July 1, 2025. The total payments to CONTRACTOR for compensable delays shall not exceed $33,250.00. Alternatively, if the DISTRICT can employ the surplus labor intended for this project on another project of similar scope until those delays have been resolved, the CONTRACTOR shall not be owed any compensation as a result of delays.

ARTICLE 10

PAYMENTS

10.1 Payments shall be made as provided in Article 4 of this Contract.

10.2 Payments may be withheld on account of (1) defective Work not remedied, or (2) unsatisfactory prosecution of the Work by CONTRACTOR.

10.3 The making of final payment shall constitute a waiver of all claims by the DISTRICT except those arising from (1) unsettled claims, (2) faulty or defective Work appearing after Substantial Completion, (3) failure of the Work to comply with the requirements of the Contract Documents, or (4) terms of any special guarantees required by the Contract Documents. The acceptance of final payment shall constitute a waiver of all claims by CONTRACTOR except those previously made in writing and still unsettled.

ARTICLE 11

INDEMNIFICATION AND INSURANCE

11.1 CONTRACTOR agrees to indemnify and hold harmless DISTRICT, and its officers and its employees, from and against all liability, claims, demands, and expenses, including court costs and attorney fees, on account of any injury, loss, or damage, which arise out of or are in any manner connected with the Work to be performed under this Contract, if such injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the negligent acts, errors, or omissions of CONTRACTOR, any subcontractor of CONTRACTOR, or any officer, employee, or agent of CONTRACTOR. The obligations of this Section shall not apply to damages which the DISTRICT shall become liable by final judgment to pay to a third party as the result of the negligent act, error, or omission of the DISTRICT. In no event shall either Party be liable to the other Party for any indirect, special, incidental, consequential, punitive, or exemplary damages under this Contract or arising under any legal theory sounding in contract, tort, equity or otherwise.

11.2 CONTRACTOR agrees to procure and maintain for the duration of the Contract term, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by CONTRACTOR, but in no event less than the types and amounts set forth in the attached Exhibit E. CONTRACTOR shall not be relieved of any liability, claims, demands, or other obligations by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types. CONTRACTOR shall insure the same requirements are met by its subcontractors.

11.3 The DISTRICT shall also be named as an additional insured on general liability and auto liability insurance policies with respect to Work performed by or on behalf of the CONTRACTOR and a copy of the endorsement naming the DISTRICT as an additional insured shall be attached to the Certificate of Insurance.

11.4 The CONTRACTOR’s insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

11.5 The DISTRICT is a body corporate and politic of the State of Utah, subject to the Governmental Immunity Act of Utah (the “Act”), Utah Code Ann. §§ 63G-7-101 to -904. The Parties agree that DISTRICT shall only be liable within the parameters of the Act. Nothing contained in this Contract shall be construed in any way, to modify the limits of liability set forth in that Act or the basis for liability as established in the Act.

ARTICLE 12

CHANGES IN THE WORK

12.1 The Contract Price and the Contract Time may be changed only by Contract Change Order and executed by both the DISTRICT and CONTRACTOR.

12.2 The cost or credit to the DISTRICT, if any, from a Change in the Work shall be determined by unit prices if specified in the Contract documents, or otherwise by mutual agreement evidenced in writing.

12.3 All Contract Change Orders requested by CONTRACTOR must be submitted to the DISTRICT in writing. A Contract Change Order shall not invalidate the Contract, nor relieve or release the CONTRACTOR or the DISTRICT from their respective obligations under this Contract. The Contract Change Order may make changes in the time allowed for completion of the Work or changes to the Contract Documents. The Work thereunder shall not start until CONTRACTOR has been notified in writing that the change has been approved by the DISTRICT. Any work performed by CONTRACTOR without written authorization of the DISTRICT is at CONTRACTOR’s own risk. If CONTRACTOR’s proposal fails to specify a unit price, the DISTRICT shall calculate the change based on CONTRACTOR’s unit price provided for in the Contract Documents.

ARTICLE 13

SUBSTANTIAL COMPLETION, CORRECTION OF WORK, AND WARRANTY

13.1 CONTRACTOR shall complete all Work, including Punch List items, and correct any Work that fails to conform to the requirements of the Contract Documents.

13.2 DISTRICT’s Right to Correct Work:

If CONTRACTOR should neglect to prosecute the Work properly in accordance with the Contract Documents or fails to correct Work which is not in accordance with the Contract Documents, the DISTRICT, after seven (7) calendar days' written notice to CONTRACTOR, may, without prejudice to any other remedy the DISTRICT may have, correct such deficiencies in Work intended to become a permanent part of the Project, and may deduct the cost thereof from the payment then or thereafter due CONTRACTOR. The DISTRICT may grant an extension of time for CONTRACTOR to complete the Work, if additional time is warranted. Any extension must be in writing.

13.3 Substantial Completion:

A. When CONTRACTOR considers the Work to be substantially complete, CONTRACTOR shall make a written request to the DISTRICT for the issuance of a Certificate of Substantial Completion. The DISTRICT upon receipt of the written request shall inspect the Work and, either issue a written Certificate of Substantial Completion, or a written denial of request setting forth the reasons for such denial.

B. In the case of a denial of the issuance of a Certificate of Substantial Completion, CONTRACTOR shall complete the Work so as to address the DISTRICT’s concerns and comply with the Contract Documents and shall again request in writing that the DISTRICT issue a written Certificate of Substantial Completion. The DISTRICT will handle any such subsequent requests as outlined above.

C. If the DISTRICT grants CONTRACTOR's request and issues a Certificate of Substantial Completion, the Certificate shall list any remaining items to be completed as "Punch List" items and shall set a date certain by which CONTRACTOR shall correct the items. If CONTRACTOR does not provide a written request with good and sufficient reasons why the Punch List Work cannot be completed by the date established in the Certificate of Substantial Completion within two (2) working days of the issuance of the Certificate of Substantial Completion, the date shall be as established and the Punch List Work will be completed by that date. The DISTRICT will grant an extension of the Punch List completion date in writing, if warranted. If CONTRACTOR does not complete the items on the Punch List by the fixed date, the DISTRICT, upon seven (7) days’ notice, shall have the option to complete any uncompleted or deficient Work for CONTRACTOR and deduct the cost from any amounts due CONTRACTOR, and/or seek full compensation from the bank or surety guaranteeing performance under this Contract.

13.4 Warranty. In addition to other promises and warranties contained herein CONTRACTOR specifically warrants to the DISTRICT that Materials and Equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform with the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered Defective. CONTRACTOR's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by CONTRACTOR, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the DISTRICT, CONTRACTOR shall furnish satisfactory evidence as to the kind and quality of Materials and Equipment. Neither the final certificate of payment nor any provision in the Contract Documents, nor partial or entire occupancy of the premises by the DISTRICT shall constitute an acceptance of Work not done in accordance with the Contract Documents or relieve CONTRACTOR of liability with respect to any expressed or implied warranties or responsibility for faulty Materials or Equipment or workmanship.

ARTICLE 14

TERMINATION

The rights of CONTRACTOR and the DISTRICT to terminate shall be as follows:

14.1 Mutual Consent. This Contract may be terminated at any time by mutual consent of both parties.

14.2 DISTRICT’s Convenience. This Contract may be terminated at any time by the DISTRICT upon thirty (30) days advanced written notice delivered to the Contractor by certified mail or in person. The CONTRACTOR shall be entitled to receive payment for work completed and materials supplied, manufactured, delivered and/or procured for the Work.

14.3 For Cause. The DISTRICT may terminate or modify this Contract, in whole or in part, effective upon delivery of written notice to CONTRACTOR, or at such later date as may be established by the DISTRICT under the following conditions:

a) If the DISTRICT funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of indicated services.

b) If federal, state, county regulations or guidelines are modified, changed or interpreted in such a way that the services are no longer allowable or appropriate for the Contract or are no longer eligible for the funding proposed for payments authorized under this Contract; or

c) If any license or certificate required by the Contract or by law or regulation to be held by CONTRACTOR to provide the services required by this Contract for any reason is denied, revoked, suspended or not renewed.

14.4 Default by CONTRACTOR. Should it appear any time that the Work is not being prosecuted with sufficient competence or rapidity to insure the proper completion of the Work within the Contract Time, and if upon seven (7) calendar days' advance written notice to CONTRACTOR, he or she fails to increase the quality or the quantity of his or her Work or both, the DISTRICT reserves the right to terminate the Contract and relet the Work or any part thereof, or at the DISTRICT's option, to complete it by day labor. CONTRACTOR shall not be entitled to any claims for damages on account of such termination, and he/she will be held liable for costs and expenses incurred in reletting or completing the Work under the Contract. All money due CONTRACTOR will be retained until the Work is completed and all expenses and costs have been deducted and any money due the DISTRICT, after such deductions have been made, shall be paid by CONTRACTOR or the guarantor of performance (e.g. surety) who hereby agrees to these provisions. Notwithstanding the seven (7) day cure period provided above, in the event more than seven (7) days is reasonably required to cure a default and CONTRACTOR, within the seven (7) day cure period, commences actions reasonably designed to cure the default, then the cure period shall be extended for such additional period as CONTRACTOR is prosecuting those actions diligently to completion.

14.5 Obligation/Liability of Parties. Termination or modification of this Contract pursuant to subsections 14.1, 14.2, 14.3, 14.4 above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon CONTRACTOR receiving a notice of termination by the DISTRICT, regardless of whether such notice is given pursuant to subsections 14.1, 14.2, 14.3, or 14.4 of this section, CONTRACTOR shall immediately cease all activities under this Contract, unless expressly directed otherwise by the DISTRICT in the notice of termination. Further, upon termination by the DISTRICT, CONTRACTOR shall deliver to the DISTRICT all Contract Documents, information, works-in-progress and other property that are or would be deliverables had the Contract been completed. The DISTRICT shall pay CONTRACTOR for work performed prior to the termination date if such work was performed in accordance with the Contract Documents.

ARTICLE 15

PERMITS AND ACCESS EASEMENTS

15.1 CONTRACTOR shall obtain all permits and pay for licenses and approvals necessary for the construction of the Work and give all required notices.

ARTICLE 16

MISCELLANEOUS PROVISIONS

17.1 This Contract is governed by the laws of the State of Utah.

17.2 The provisions of the Contract are binding on the heirs, successors, or assignees of the parties.

17.3 The rights and remedies available under this Contract shall be in addition to any rights and remedies allowed by law.

17.4 No failure to enforce any provision of the Contract on account of any breach thereof, shall be considered as a waiver of any right to enforce provisions of this Contract concerning any subsequent or continuing breach.

17.5 The terms of this Contract shall remain in full force and effect following final payment.

17.6 CONTRACTOR must maintain and may be required to provide the DISTRICT with proof of registration and participation in a federally approved immigration status verification system. Failure to maintain such registration and participation shall be grounds for termination of the Contract.

17.7 CONTRACTOR is an independent contractor and all persons employed to furnish services hereunder are employees of CONTRACTOR and not of the DISTRICT.

17.8 Further Assurances. Each party hereto agrees to cooperate in all reasonable respects necessary to consummate the transactions contemplated by this Contract, and from time to time to do such acts and things and execute and deliver such documents and instruments as may reasonably be required in order to implement the transactions contemplated hereby. Each party hereto agrees to cooperate in the execution of subsequent addenda, or to re-execute an amended version of this Contract, in the event that a party discovers: 1) a clerical error; or 2) a misinterpretation of law; or 3) an error as to form; when such error(s) obviate or hinder the consideration, performance or enforcement of this Contract.

17.9 Damages/Repairs. CONTRACTOR must make every reasonable effect to protect the possessions of the DISTRICT that remain in the work area from loss or damage. Any portion of the property damaged by CONTRACTOR or subcontractor during the course of the Work must be repaired at no additional cost to the DISTRICT. The term “damages” shall include, but not be limited to, any damage caused by contract operation or workers during construction to the Project. When “repair of existing work” is called for, the finished work shall match adjacent work in design and dimension to blend with existing work so that the patch or replacement will be inconspicuous.

17.10 Assignment. CONTRACTOR shall not assign this Contract without written consent of the DISTRICT. Any attempted assignment without written consent of the DISTRICT shall be void. CONTRACTOR shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by the DISTRICT of any assignment or subcontract shall not create any contractual relationship between the assignee or subcontractor and the DISTRICT. CONTRACTOR may not substitute subcontractors on the submitted Subcontractors List without the prior written consent of the DISTRICT.

17.11 Modification. Any modifications, changes or deletions from drawings and/or specifications shall be approved and authorized by the DISTRICT in writing.

17.12 On a daily basis, the property must be kept free from the accumulation of waste materials and rubbish. All tools, construction equipment, machinery and surplus materials stored at the Project site must be neat and orderly. Upon the completion of Work, all surfaces shall be cleaned and the work left “broom clean” or its equivalent, except as otherwise specified. All debris, trash, waste and surplus material shall be removed from the Project site and disposed of by legal means. Final payment shall not be authorized until CONTRACTOR has cleaned the Project site as required by this subsection.

17.13 This Contract constitutes the entire understanding and agreement between the parties, and supersedes any previous agreement, representation, or understanding between the parties relating to the subject matter hereof. This Contract may not be modified except by an instrument in writing signed by both parties hereto.

17.14 The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision.

17.15 Notices, requests, demands and other communication hereunder shall be in writing by email and/or delivered or mailed with postage prepaid:

EXHIBIT D

INSURANCE REQUIREMENTS OF THE DISTRICT

A. The CONTRACTOR agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against claims of bodily injury, property damage, and errors & omissions in the delivering of contracted services. Such insurance shall be in addition to any other insurance requirements imposed by this Contract or by law. The CONTRACTOR shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to Contract Documents by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types.

B. CONTRACTOR shall procure and maintain, and shall cause any SUBCONTRACTOR of the CONTRACTOR to procure and maintain, the minimum insurance coverages listed below, with the amounts as set forth in the Contract Documents. Such coverages shall be procured and maintained with forms and insurers acceptable to DISTRICT. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the CONTRACTOR. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.

1. Worker's Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and Employers' Liability insurance, in an amount not less than ONE MILLION DOLLARS ($1,000,000). No owner or officer may be excluded. Evidence of qualified self-insured status may be substituted for the Worker's Compensation requirements of this paragraph.

2. Commercial General Liability insurance with minimum limits of ONE MILLION DOLLARS ($1,000,000) each occurrence and THREE MILLION DOLLARS ($3,000,000) general aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, independent CONTRACTORs, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall also include the following endorsements: a) Per project aggregate limit of liability; b) Additional insured-ongoing operations (CG 20 10 or equivalent); c) Additional insured-completed operations (CG 20 37 or equivalent); d) Waiver of subrogation.

3. Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000) for each accident with respect to each of CONTRACTOR's owned, hired and non-owned vehicles assigned to or used in performance of the services. The policy shall contain a severability of interests provision.