RFP – STRATEGIC PLAN FOR SENIORS PROGRAM. PAGE

REQUEST FOR PROPOSALS

SUMMIT COUNTY, UTAH

STRATEGIC PLANNING PROFESSIONAL SERVICES FOR SENIOR CITIZENS DEPARTMENT

STRATEGIC PLANNING PROFESSIONAL SERVICES – SENIOR CITIZENS PROGRAM

TABLE OF CONTENTS

SCHEDULE Page 3

NOTICE Page 4

GENERAL OVERVIEW Page 5

SCOPE OF WORK Page 8

SUBMITTAL REQUIREMENTS Page 11

EVALUATION CRITERIA Page 13

ATTACHMENT A- SUMMIT COUNTY AGREEMENT Page 15

SECTION 1 - Schedule

RFP Available January 26, 2026

Deadline for Questions 5pm MDT, February 6, 2026

Proposals Due 5pm MDT, February 20, 2026

Interviews February 26, 2026

Contract Commencement March 16, 2026

Respondents or their agents are instructed not to contact selection committee members, County employees, agents or contractors of the County, 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 is soliciting proposals from qualified firms with experience in strategic planning, consulting, gap analysis, financial analysis, public engagement, and meeting facilitation in order to develop a strategic plan to guide policy and financial decisions for Summit County’s Senior Citizens program.

SECTION 3 – General Overview

I. REQUEST FOR PROPOSALS

Summit County (“County”) Utah is soliciting proposals from qualified consultant firms or individuals (“Respondent” or “Respondents”) with experience in strategic planning, gap analysis, financial analysis, public engagement, and meeting facilitation to develop a strategic plan for the Summit County’s senior citizens program. This Request for Proposals (“RFP”) is intended to provide the general information needed to respond to this proposal.

II. BACKGROUND

Summit County is around 1,882 square miles with a total population of approximately 45,000 people. Seniors (aged 60+) make up a significant portion of that population (around 24% or 9,814 people). The County serves this community through three senior centers – North Summit, South Summit, and Park City – providing weekly congregate meals and monthly activities. The County owns two of the centers (North Summit and South Summit) and supports all three facilities with custodial services, utilities, transportation, furniture, equipment, and furnishings. The County’s senior citizens department consists of a Director, two full-time chefs, two administrative personnel, a driver, and several on-call staff.

The County, along with communities across the nation, is bracing for a massive demographic shift caused by the aging of the Baby Boomer generation (born 1946-1964) and their increased longevity, known as the “Silver Tsunami.” This shift is creating a growing wave of seniors with significant impacts on society, the economy, healthcare, and the workforce, demanding more elder care and reshaping housing markets as millions turn 60+ daily. To respond to the needs of this growing population, the County desires a strategic plan to guide both policy, program, and funding decisions in the short- and long-term.

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 requested 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. 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.

B. 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

I. TASKS AND DELIVERABLES

The selected Respondent (“Consultant”) shall, at a minimum, perform the following tasks as part of this project:

Task 1: Demographic and Community Needs Analysis

• Analyze current demographic conditions for older adults (age 60+) in Summit County, including geographic distribution, income levels, housing status, health indicators, mobility, and social isolation risk factors

• Develop population projections for older adults at 5-, 10-, and 20-year intervals

• Identify trends likely to affect service demand, including aging in place, health and wellness, housing affordability, and transportation needs

• Compare Summit County demographics to peer rural-resort or mountain communities where relevant

Deliverable:

A demographic and needs assessment memorandum with maps, charts, and narrative findings suitable for public presentation.

Task 2: Inventory and Evaluation of Existing Services and Facilities

• Document current services, programs, staffing models, facility usage, and service levels at each of the three senior centers

• Evaluate operational differences across centers, including ownership structure, hours of operation, meal service frequency, programming, and partnerships

• Assess facility condition, capacity, accessibility, and suitability for future needs

• Review coordination with other County departments, municipalities, nonprofits, and service providers

A systemwide service and facility inventory with center-specific profiles.

Task 3: Gap Analysis and Service Optimization

• Identify gaps between current services and projected needs, including geographic, programmatic, operational, and facility gaps as well as needed services not currently provided by the County

• Assess equity of access across North Summit, South Summit, and Park City taking into account the geographic, economic, and cultural uniqueness of each area

• Identify opportunities for service expansion, modification, consolidation, or partnership

• Evaluate alternative service delivery models, including regionalization, mobile services, shared staffing, or expanded intergovernmental collaboration

A gap analysis report with clearly defined problem statements and opportunity areas.

Task 4: Strategic Plan Development

• Facilitate stakeholder engagement, which should include seniors, advisory boards, staff, nonprofit partners, nonprofits, service providers, municipalities, and elected officials

• Develop a strategic plan with clear goals, objectives, and measurable outcomes

• Identify phased implementation strategies (short-, medium-, and long-term)

• Include high-level cost implications and operational considerations associated with recommended strategies

A draft and final Strategic Plan document suitable for adoption by the County Council. The plan must be structured to directly inform County Council budget deliberations and policy choices.

Task 5: Continuing Care Retirement Community (CCRC) Feasibility Study

• Assess the feasibility of developing a Continuing Care Retirement Community (CCRC) in

Summit County

• Evaluate market demand, potential resident profiles, and affordability considerations

• Identify potential development models, governance structures, and partnerships

• Assess siting considerations, land availability, infrastructure needs, and regulatory constraints

• Provide preliminary financial considerations sufficient for policy-level decision-making

A CCRC feasibility study with executive summary, findings, and recommendations. The feasibility study shall be prepared in a form that can be used by the Summit County Housing Authority for future planning and potential next steps.

II. PROJECT MANAGEMENT AND COORDINATION

The Consultant shall:

• Designate a project manager as the primary point of contact

• Coordinate closely with County staff and provide regular progress updates

• Attend key meetings (virtually or in person, as agreed) including briefings for County leadership and the County Council

III. DOCUMENTATION

The Consultant shall provide written documentation to support all planning assumptions used, including cost data, cost to criteria analysis, design standards, and growth projections.

IV. SUMMARY OF FINAL DELIVERABLES

The following shall be delivered as part of this project, at a minimum (all final deliverables shall be provided in editable electronic formats):

• Demographic and needs analysis memorandum

• Service and facility inventory

• Gap analysis report

• Financial analysis report

• Strategic Plan (draft and final)

• CCRC feasibility study

• Presentation materials suitable for County Council and public meetings

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.

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 demographic assessment, gap and financial analysis, public engagement, and strategic planning.

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.

IV. NARRATIVE/APPROACH

A. Discuss Respondent firm’s experience, capabilities, and anticipated approach to developing a strategic plan.

B. Discuss Respondent firm’s overall philosophy. Recognize that the selection committee may include County and City 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 County.

B. Firm’s demonstrated experience in relation to demographic, financial, and gap analysis, public engagement, and strategic planning.

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

D. Firm’s proposed project schedule and fee proposal.

E. Selection committee discretion.

II. WRITTEN PROPOSAL - CRITERIA WEIGHTING

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

Factor Weight Organization, Resources, and Personnel 30%

Demonstrated Project Experience and Approach 30%

Project schedule ________________________________ 15%

Costs 15%

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 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 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 automobile liability [CAL] insurance from an insurance company authorized to do business in the State of Utah. The CAL insurance policy must cover bodily injury and property damage liability and be applicable to all vehicles used in your performance of Services under this Contract, whether owned, non-owned, leased, or hired. The minimum liability limit must be Two Million Dollars ($2,000,000.00) per occurrence, combined single limit. The CAL insurance policy is required if Contractor will use a vehicle in the performance of this Contract.

(d) Professional liability (Errors and Omissions) insurance with annual limits no less than One Million Dollars ($1,000,000.00) per occurrence. If written on a claims-made basis, the Contractor warrants that the retroactive date applicable to coverage precedes the effective date of this Contract; and that continuous coverage will be maintained for an extended reporting period and tail coverage will be purchased for a period of at least three (3) years beginning from the time that work under this Contract is complete.

(e) Technology Errors and Omissions Insurance with a limit of not less than Five Million Dollars ($5,000,000.00) for damages arising from computer related services including but not limited to the following:

• Consulting;

• Data Processing;

• Programming;

• System Integration;

• Hardware or Software Development;

• Installation;

• Distribution or Maintenance;

• Systems Analysis or Design;

• Training; and

• Staffing or Other Support Services.

This policy shall include coverage for third Party fidelity, including cyber theft.

(f) Summit County shall be named as an additional insured on all insurance policies set forth in this section, with respect to work performed by or on behalf of Contractor and a copy of the endorsement naming Summit County as an additional insured shall be attached to the Certificate of Insurance. Should any of the above-described policies be cancelled before the expiration date thereof, Contractor shall deliver notice to Summit County within thirty (30) days of cancellation. Summit County reserves the right to request certified copies of any required policies. The additional insured protection afforded Summit County must be on a primary and non-contributory basis. All policies must include a waiver of subrogation in favor of Summit County.

(g) Contractor’s insurance policies set forth herein 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.

(h) Certificates of Insurance, showing up-to-date coverage, shall be on file with Summit County before the Contract may commence.

(i) Summit County reserves the right to require higher or lower insurance limits where warranted. Failure to provide proof of insurance as required will be deemed a material breach of this Contract. Contractor’s failure to maintain this insurance requirement for the term of this Contract will be grounds for immediate termination of this Contract.

21. PUBLIC INFORMATION: Contractor agrees that this Contract, related purchase orders, related pricing documents, and invoices will be public documents and may be available for public and private distribution in accordance with the State of Utah Government Records Access and Management Act (GRAMA), Utah Code Title 63G, Chapter 2, as amended. Contractor gives Summit County express permission to make copies of this Contract, related sales orders, related pricing documents, and invoices in accordance with GRAMA. Except for sections identified in writing by Contractor and expressly approved by Summit County, Contractor also agrees that the Contractor’s Proposal to the Solicitation will be a public document, and copies may be given to the public as permitted under GRAMA. Summit County is not obligated to inform Contractor of any GRAMA requests for disclosure of this Contract, related purchase orders, related pricing documents, or invoices.

22. DELIVERY: All deliveries under this Contract will be F.O.B. destination with all transportation and handling charges paid for by Contractor. Responsibility and liability for loss or damage will remain with

Contractor until final inspection and acceptance when responsibility will pass to Summit County, except as to latent defects or fraud. Contractor shall strictly adhere to the delivery and completion schedules specified in this Contract.

23. ACCEPTANCE AND REJECTION:

(a) Summit County shall have thirty (30) days after the performance of the Services to perform an inspection of the Services to determine whether the Services conform to the standards specified in the Solicitation and this Contract prior to acceptance of the Services by Summit County.

(b) If Contractor delivers nonconforming Services, Summit County may, at its option and at Contactor’s expense: (i) return the Services for a full refund; (ii) require Contractor to promptly correct or reperform the nonconforming Services subject to the terms of this Contract; or (iii) obtain replacement Services from another source, subject to Contractor being responsible for any cover costs.

24. INVOICING: Contractor will submit invoices within thirty (30) days of Contractor’s performance of the Services to Summit County. The Contract number shall be listed on all invoices, freight tickets, and correspondence relating to this Contract. The prices paid by Summit County will be those prices listed in this Contract, unless Contractor offers a prompt payment discount within its Proposal or on its invoice.

Summit County has the right to adjust or return any invoice reflecting incorrect pricing.

25. PAYMENT: Payments are to be made within thirty (30) days after a correct invoice is received. All payments to Contractor will be remitted by mail, electronic funds transfer, or Summit County Purchasing Card (major credit card). If payment has not been made after sixty (60) days from the date a correct invoice is received by Summit County, then interest may be added by Contractor as prescribed in the Utah Prompt Payment Act. The acceptance by Contractor of final payment, without a written protest filed with Summit County within ten (10) business days of receipt of final payment, shall release Summit County from all claims and liability to the Contractor. Summit County’s payment for the Services shall not be deemed an acceptance of the Services and is without prejudice to any and all claims that Summit County may have against Contractor. Summit County will not allow the Contractor to charge end users electronic payment fees of any kind.

26. WORK ON SUMMIT COUNTY OR ELIGIBLE USER PREMISES: Contractor shall ensure that personnel working on Summit County or eligible user premises shall: (a) abide by all of the rules, regulations, and policies of the premises; (b) remain in authorized areas; (c) follow all instructions; and (d) be subject to a background check, prior to entering the premises. Summit County may remove any individual for a violation hereunder.

27. CHANGES IN SCOPE: Any changes in the scope of the Services to be performed under this Contract shall be in the form of a written amendment to this Contract, mutually agreed to and signed by both Parties, specifying any such changes, fee adjustments, any adjustment in time of performance, or any other significant factors arising from the changes in the scope of Services.

28. PERFORMANCE EVALUATION: Summit County may conduct a performance evaluation of Contractor’s Services, including Contractor’s Subcontractors. Results of any evaluation may be made available to Contractor upon request.

29. REVIEWS: Summit County reserves the right to perform plan checks, plan reviews, other reviews, and/or comment upon the Services of Contractor. Such reviews do not waive the requirement of Contractor to meet all of the terms and conditions of this Contract.

30. ASSIGNMENT: Contractor may not assign, sell, transfer, subcontract or sublet rights, or delegate any right or obligation under this Contract, in whole or in part, without the prior written approval of Summit County. It is further agreed that said approval must be sought in writing by the Contractor not less than thirty (30) days prior to the date of any proposed assignment or subcontract. Any assignment or subcontract made without the prior express written approval of Summit County shall be deemed null and void.

31. REMEDIES: Any of the following events will constitute cause for Summit County to declare Contractor in default of this Contract: (a) Contractor’s non-performance of its contractual requirements and obligations under this Contract; or (b) Contractor’s material breach of any term or condition of this Contract. Summit County may issue a Default Notice providing a ten (10) day period in which Contractor will have an opportunity to cure. Time allowed for cure will not diminish or eliminate Contractor's liability for damages. If the default remains after Contractor has been provided the opportunity to cure, Summit County may do one or more of the following: (i) exercise any remedy provided by law or equity;

(ii) terminate this Contract by giving a Termination Notice; (iii) impose liquidated damages, if liquidated damages are listed in this Contract; (iv) debar/suspend Contractor from receiving future contracts from Summit County; or (v) demand a full refund of any payment that Summit County has made to Contractor under this Contract for Services that do not conform to this Contract.

32. FORCE MAJEURE: Neither Party to this Contract will be held responsible for delay or default caused by fire, riot, act of God, and/or war which is beyond that Party's reasonable control. Summit County may terminate this Contract after determining such delay will prevent successful performance of this Contract.

33. CONFIDENTIALITY:

(a) If Confidential Information is disclosed to Contractor, Contractor shall: (i) advise its agents, officers, employees, partners, and Subcontractors of the obligations set forth in this Contract; (ii) keep all Confidential Information strictly confidential; and (iii) not disclose any Confidential Information received by it to any third parties. Contractor will promptly notify Summit County of any potential or actual misuse or misappropriation of Confidential Information.

(b) Contractor shall be responsible for any breach of this duty of confidentiality, including any required remedies and/or notifications under applicable law. Contractor shall indemnify, hold harmless, and defend Summit County, including anyone for whom Summit County is liable, from claims related to a breach of this duty of confidentiality, including any notification requirements, by Contractor or anyone for whom the Contractor is liable.

(c) Upon termination or expiration of this Contract, Contractor will return all copies of Confidential Information to Summit County or certify, in writing, that the Confidential Information has been destroyed. This duty of confidentiality shall be ongoing and survive the termination or expiration of this Contract.

34. PUBLICITY: Contractor shall submit to Summit County for written approval all advertising and publicity matters relating to this Contract. It is within Summit County’s sole discretion whether to provide approval, which must be done in writing.

35. INDEMNIFICATION RELATING TO INTELLECTUAL PROPERTY: Contractor will indemnify and hold Summit County harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities, and costs in any action or claim brought against Summit County for infringement of a third party’s copyright, trademark, trade secret, or other proprietary right.

The Parties agree that if there are any limitations of Contractor’s liability, such limitations of liability will not apply to this section.

36. OWNERSHIP IN CUSTOM DELIVERABLES: In the event that Contractor provides Custom Deliverables to Summit County, pursuant to this Contract, Contractor grants the ownership in Custom Deliverables, which have been developed and delivered by Contractor exclusively for Summit County and are specifically within the framework of fulfilling Contractor’s contractual obligations under this Contract.

Custom Deliverables shall be deemed work made for hire, such that all intellectual property rights, title and interest in the Custom Deliverables shall pass to Summit County, to the extent that the Custom Deliverables are not recognized as work made for hire, Contractor hereby assigns to Summit County any and all copyrights in and to the Custom Deliverables, subject to the following:

(a) Contractor has received payment for the Custom Deliverables;

(b) Each Party will retain all rights to patents, utility models, mask works, copyrights, trademarks, trade secrets, and any other form of protection afforded by laws to inventions models, designs and technical information, and applications (“Intellectual Property Rights”) that it owned or controlled prior to the effective date of this Contract or that it develops or acquires from activities independent of the Services performed under this Contract (“Background IP”);

and

(c) Contractor will retain all right, title, and interest in and to all Intellectual Property Rights in or related to the Services, or tangible components thereof, including but not limited to (i) all know-how, intellectual property, methodologies,…