1-WJPS25091901 2025 Fall Tree Purchase.pdf

IFB- 2025 Fall Tree Planting

INVITATION FOR BIDS (IFB)

BID No.: WJPS25091901

BID DUE DATE: Tuesday, October 7, 2025 @ 2:00 p.m.

QUESTIONS DEADLINE: Tuesday, September 30, 2025 @ 10:00 a.m.

2025 Fall Tree Planting

Please complete:

Fed Tax ID No.:

COMPANY Name: Contact Person:

Phone Number: Email Address:

Address (orders): City: State: Zip:

Remit Address: City: State: Zip:

GENERAL INFORMATION AND SCOPE OF WORK

The City of West Jordan is requesting sealed bids from qualified contractors for tree planting services associated with the City’s Fall Planting Program. The work includes the supplying and proper planting of 52 assorted containerized trees with a minimum 2-inch caliper. Tree types are listed in Attachment A

– Cost Schedule.”

Planting locations are identified in “Attachment B – Planting Maps.” Contractors will be responsible for furnishing all trees, labor, equipment, tools, transportation, and incidentals necessary to complete the planting in accordance with industry standards and the specifications contained in this Invitation for Bid.

Work must be performed in a professional manner to ensure healthy establishment and long-term survival of the trees.

The Bidder shall familiarize itself with the nature and extent of the scope of work requirements, site, legal requirements including state and local laws, HIPPA, ordinances, rules and regulations, and the conditions affecting cost, progress of performance of the work, and shall make all such independent investigations, as Bidder deems necessary to submit a responsible bid.

PROJECT SCHEDULE

All trees shall be delivered FOB Destination, pre-paid to the project planting locations identified in

Attachment B – Planting Maps. Upon delivery, all trees must be inspected by the City Urban Forester and written or verbal approval must be granted before any planting occurs. Scheduling for inspection must be coordinated in advance with the Urban Forester. The Urban Forester shall have final authority regarding the acceptance or rejection of any tree based on quality, condition, or compliance with specifications.

The contractor is responsible for all planting, which must also be scheduled in advance with the Urban

Forester.

TERM OF AGREEMENT

The successful bidder will be issued a contract that terminates 30 days after signing.

BID SCHEDULE

Costs should be provided on Attachment A – Cost Schedule. All costs shall remain firm and fixed for the term of the contract. Bidder must be able to supply all species and quantities listed in Attachment A

– Cost Schedule. No alternatives to species will be accepted. The Cost Schedule shall include two separate columns: one for the cost of each tree and one for the cost to plant each tree. The City reserves the right, at its sole discretion, to award either the purchase of trees only or the purchase and planting of trees, based on available budget.

AWARD

The City may award a contract to the lowest responsive and responsible bidder who provide costs as listed on Attachment A- Cost Schedule.

APPLICABILITY OF CITY CODE

The West Jordan City Code applies to this bid process, including, but not limited to, Title 3 Chapter

1 of said code.

REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY OFFICERS AND

EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES

By submitting a bid in response to this Invitation for Bid, the bidder, offeror, or contractor represents that they have not: 1) provided an illegal gift or payoff to a city officer or employee or former city officer or employee, or his or her relative or business entity; 2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, other than as exempted in the city conflict of interest ordinance; or 3) knowingly influenced (and hereby promises that it will not knowingly influence) a city officer or employee or former city officer or employee to breach any of the ethical standards set forth in the city conflict of interest ordinance, title 1, chapter 11 of the West Jordan city code.

SUBMITTAL REQUIREMENT

Submit your bids electronically through the Utah Public Procurement Place (U3P Bonfire) by 2:00 p.m. current Mountain Time on Tuesday, October 7, 2025. Bids submitted electronically through the Utah Public Procurement Place may require uploading of electronic attachments. The Utah Public

Procurement Place may accept a wide variety of document types as Word, Excel, and PDF attachments but not all. You MAY NOT submit documents that are embedded (zip files), movies, wmp and mp3 files or password protected files, etc. Such actions may cause your bid(s) to be deemed as “Non-responsive”.

When submitting an offer electronically through the Utah Public Procurement Place please allow sufficient time to complete the online forms and upload documents. The solicitation will end at the closing time listed in the offer. If you are in the middle of uploading your documents at the closing time, the system will stop the process and your offer will not be received by the system. It is recommended that the submission process be completed the day prior to the due date, with the knowledge that any changes/updates will be accepted through the due date and time.

If you have any questions or need assistance while using the platform, please consult the online knowledge base, explore the FAQs, or contact the Bonfire Support Team at support.bonfire@eunasolutions.com.

Vendors are responsible for ensuring that their Utah Public Procurement Place registration information is current and correct. Stakeholders shall not be responsible for missing or incorrect information contained in the vendor registration in the Utah Public Procurement Place. Incorrect or missing vendor registration information may result in failure to receive notification from the Utah Public Procurement

Place regarding this procurement.

Bids received after this deadline will be late and ineligible for consideration. Following the deadline, the names of those responding to the bid will be made public.

There should be no contact made with members of the West Jordan City Council, the Mayor, or any other city official or department personnel other than Krista Smith, Purchasing Agent regarding this

Invitation for Bid.

If only one bid is received in response to the bid request, the purchasing agent, based on feedback from the department, may re-solicit for the purpose of obtaining additional bids.

QUESTIONS

Questions arising subsequent to the issuance of this bid, that could have a significant impact on the responses to the bid, should be submitted in the bid Question and Answer section Event Number #

WJPS25091901, on the Utah Public Procurement Place website. All such questions should be received by Tuesday, September 30, 2025 @ 10:00 a.m. MST. Answers to questions will be posted on the Utah

Public Procurement Place website which will then email the answer to all Vendors that downloaded the bid.

Only written clarifications and addenda issued by the Purchasing Department will be binding for bid evaluation and award.

INSURANCE REQUIREMENT

1) Provider and Sub providers (if any) shall at all times during the term of this Agreement, without interruption, carry and maintain insurance from an insurance company authorized to do business in the

State of Utah, with an AM Best rating of A and a financial size category of X, with the types and limits of insurance as set forth in this Section. The Provider shall provide a Certificate of Insurance with a copy of all endorsements and declarations to the City five (5) days after a request by the City; if no request has been made by the City, the Provider shall provide a Certificate of Insurance to the

City no later than thirty (30) days after the execution of the Agreement entered into by the Parties.

The provider must add the City as an additional insured for ongoing and completed operations. The provider expressly agrees to waive all rights of subrogation on the part of the insurer against the City.

Failure to provide proof of insurance, as required, will be deemed a material breach of the Agreement.

The Provider shall not cancel or allow the insurance policy to expire unless written notice has been given to the City at least thirty (30) days prior to the cancellation or expiration. The Provider’s failure to maintain the insurance requirements below for the term of the Agreement will be grounds for immediate termination of the Agreement.

https://purchasing.utah.gov/training/for-vendors-training/ https://purchasing.utah.gov/training/for-vendors-training/ mailto:support.bonfire@eunasolutions.com

2) The liability limits in this Section are the minimum requirements. To the extent the Provider maintains or causes to be maintained on its behalf, liability limits that are higher than the minimum limits stated in this Section, higher liability limits shall be required of the Provider.

i) General Liability Insurance. Bodily injury and property damage in the amount not less than

$1,000,000 per occurrence and $2,000,000 aggregate. General property damage liability insurance in an amount not less than $1,000,000 per occurrence and $2,000,000 aggregate. Products and

Completed Operations liability in an amount not less than $1,000,000 per occurrence and

$2,000,000 aggregate.

ii) Automobile Liability Insurance. Automobile liability insurance for the Provider’s liability arising out of the use of owned (if any), leased (if any), non-owned, and hired vehicles of the Provider, with no less than $1,000,000 limit per accident for combined bodily injury and property damage and containing no-fault insurance provisions wherever applicable. All owned and/or leased automobiles shall be covered using the symbol “1” (any auto).

iii) Workers’ Compensation. Statutory workers' compensation insurance (Part A). Such insurance shall also include employer’s liability (Part B) insurance with a limit of no less than $1,000,000 for each accident, disease, and employee. No owner or officer may be excluded from coverage.

iv) Excess Liability Insurance. The amounts of insurance required in the foregoing subsections may be satisfied by the Provider purchasing coverage in the amounts specified or by any combination of primary and excess insurance, so long as the total amount of insurance meets the required limits specified above, and the Excess Liability policy includes/in excess of all required underlying endorsements. Evidence of excess liability or umbrella policies shall include a schedule of underlying coverages.

The selected COMPANY's General Liability and, Automobile Liability insurance shall at all times name the City of West Jordan, its officers, employees, and volunteers as additional insured for ongoing and completed operations, on a primary and non-contributory basis with respect arising from any work that results from this bid/contract. The COMPANY shall waive subrogation (rights of recovery) against the

City on their General Liability, Automobile Liability, and Workers’ Compensation policies.

Claims-Made Policies: If any policies are written on a claims-made basis, the policy shall provide the

COMPANY the right to purchase, upon cancellation or termination by refusal to renew the policy, an extended reporting period (Tail) of not less than two years. The COMPANY agrees to purchase such an extended reporting period if needed to ensure continuity of coverage. The COMPANY’S failure to purchase such an extended reporting period as required by this paragraph shall not relieve it of any liability under this Contract. The retroactive date of any such policy shall be no later than the date this

Contract is executed by the parties hereto. If the COMPANY purchases a subsequent claims-made policy in place of any prior claims-made policy, the retroactive date of such subsequent policy shall be no later than the date this Contract is executed by the parties hereto. The Provider agrees to maintain and evidence any claims made policies for four years beyond the expiration date of this contract.

PROTECTED INFORMATION

(a) The Government Records Access and Management Act (GRAMA), codified as Utah Code

Ann., Subsection 63G-2-101, et seq., as amended, allows for limited protection of disclosure of certain confidential records. Subject to Subsection (b), all information contained in any Bids submitted to the

City shall be classified as public, but only after the City has awarded and executed a Contract with the winning Bidder.

(b) Any Claim of Business Confidentiality submitted pursuant to Utah law and in accordance with GRAMA may, in the sole discretion of the City, be classified as protected information. By submitting this Bid, Bidder agrees to be bound by the City’s classification of its information submitted with its Bid and releases from liability and agrees to indemnify the City for any disclosure of confidential information. To ensure the information is protected, the bidder must clearly identify in the body of the bid any specific information for which a bidder claims business confidentiality protection as

"PROTECTED".

c) All materials submitted become the property of the City, including originals, and will not be returned. Materials may be evaluated by anyone designated by the City.

CONTRACT

For all service-related purchases, the contractor will be required to sign the City Agreement for Services.

A draft copy is provided on the following page.

A. Exceptions. If the offeror takes exception to any term, condition, or requirement set forth in this Request for Bid or the Agreement and any of its Exhibits and Attachments, said exceptions must be clearly identified and included in the response to this request for bid. The City will not accept exception requests after the bid due date has expired.

1. Exceptions or deviations to any of the terms, conditions, or requirements must not be added to the proposal pages but must be submitted in a separate document accompanying offeror's proposal identified as “Exceptions.” However, any exceptions submitted may render the submission as non-responsive to the requirements listed. The City shall be the sole determiner of the acceptability of any exception. Therefore, we encourage you to SUBMIT your questions or concerns using the Question and

Answer process as defined in the request for bid (Questions and Clarification), rather than submitting

Exceptions as part of your proposal. If allowed by the City, exceptions will be considered in the evaluation, award processes, and any future contract negotiations.

Bidder's Authorized Representative

Bidder’s Name Bidder’s Title

Signature Date

AGREEMENT FOR SERVICES- PROJECT NAME

AGREEMENT FOR SERVICES

This Agreement for Services (“Agreement”) is entered into between the City of West Jordan (the “City”), a municipal corporation, and FIRM NAME (“Contractor”):

The parties agree as follows:

1. Scope of Work: The Contractor shall perform, or cause to be performed, the services according to the terms and conditions set forth in the City’s solicitation.

2. Solicitation of Services: The City solicited bids, proposals, or quotes for services identified in the Scope of Work.

Contractor timely and properly submitted a bid, proposal, or quote meeting the City’s solicitation requirements.

3. Term: This initial term will begin on the date this Agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature). The term of the Agreement shall terminate on TERMINATION DATE XX unless terminated early or extended in accordance with the terms and conditions of this contract.

4. Payment: In consideration of performing and completing the scope of work identified herein, City shall pay Contractor in an amount not-to-exceed $XX.

5. Entire Agreement: The following attachments are incorporated herein by reference and shall be part of the Agreement:

a. Attachment A: Standard Terms and Conditions

b. Attachment B: City’s Solicitation

c. Attachment C: Contractor’s Bid/Proposal/Quote

d. Attachment D: Insurance Certificate

e. Attachment E: Payment Bond (if applicable)

f. Attachment F: Performance Bond (if applicable)

CONTRACTOR

Authorized Representative Date

By:

Title:

CITY OF WEST JORDAN

Authorized Representative Date

ATTEST:

City Recorder Date

APPROVED AS TO FORM:

City Attorney’s Office Date

ATTACHMENT A

(STANDARD TERMS AND CONDITIONS FOR SERVICES)

This is for an Agreement for Services (including professional services), meaning the furnishing of labor, time, or effort by a Contractor.

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

a) "City" means the municipal corporation, including all departments, divisions, offices, or other organizations.

b) “City Officials” means elected officials, employees, and agents of the City.

c) "Confidential Information" means information that is deemed as confidential under applicable state and federal laws, including personal information. The City reserves the right to identify, during and after this Agreement, additional reasonable types of categories of information that must be kept confidential under federal and state laws.

d) "Solicitation" means the documents used by the City to obtain a Contractor's bid, proposal, or quote.

e) "Subcontractors" means businesses, individuals, organizations, associations, and other agents of the Contractor 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 Agreement, including Contractor's manufacturers, distributors, and suppliers.

2. Governing Law and Venue: This Agreement shall be governed by the laws, rules, and regulations of the State of Utah. Any action or proceeding arising from this Agreement shall be brought in a court of competent jurisdiction in the State of Utah. Venue shall be in West Jordan City, in the Third

Judicial District Court for Salt Lake County.

3. Laws and Regulations: At all times during this Agreement, Contractor and all services performed under this Agreement will comply with all applicable federal, state, and city constitutions, laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements.

4. Records Administration: Contractor shall maintain or supervise the maintenance of all records necessary to properly account for Contractor's performance and the payments made by the City to Contractor under this Agreement. 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 agrees to allow, at no additional cost, federal and state auditors, and City staff and agents, access to all such records.

5. Conflict of Interest: Contractor represents that none of its officers or employees are officers or employees of the City or the State of Utah, unless disclosure has been made to the City.

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

7. Indemnification: Contractor shall be fully liable for the actions of its agents, employees, officers, partners, and Subcontractors. Contractor shall fully indemnify the City, its agents, elected officials, officers, and employees from all liabilities arising out of or related to the intentional or negligent acts, errors, and omissions of the Contractor and the performance of this Agreement. This section includes the right of the City to be released by

Contractor and indemnified against third parties from any liabilities brought against the City for intellectual property 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 that such limitations of liability will not apply to this section. This release and duty to indemnify shall be ongoing and survive the termination or expiration of this Agreement up and until all such statute of limitations for claims, actions, and demands have expired.

8. Limitation of Liability: If a judicial body determines that the release of liability and indemnification provision, or any part thereof, violates federal, state, or local laws, City officials shall not be liable for loss, liability, damage, damages, claims (third-party or otherwise), demands, judgments, and attorneys’ fees and costs, arising out of or related to, the intentional or negligent acts, errors, and omissions for an amount more than 20% of the contract price. This limitation of liability shall be ongoing and survive the termination or expiration of this Agreement up and until all such statute of limitations for claims, actions, and demands have expired.

9. Amendments/Change Orders: This Agreement may only be amended by the mutual written agreement of the parties, which amendment will be attached to this Agreement. Automatic renewals will not apply to this Agreement. Any changes in the scope of services to be performed under this

Agreement shall be in the form of a written amendment to this Agreement, mutually agreed to and signed by both parties, speci fying any such changes to time, price, or other factors arising from the changes in the scope of services. Unless the City and the Contractor have agreed in writing before the performance of additional services, the City shall not be obligated to pay for the additional services and Contractor waives all rights to seek payment for additional services.

10. Debarment: Contractor certifies that it is not presently, nor has it ever been, debarred, suspended, or proposed for debarment by any governmental department or agency, whether International, national, state, or local. Contractor must notify the City within thirty (30) days if debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any Agreement by any governmental entity during this

Agreement. Contractor shall be bound by the Debarment and Suspension section(s) of the West Jordan City Code that is in effect at the time the City seeks to debar or suspend the Contractor from further bidding or other work.

11. Termination: Unless otherwise stated in this Agreement, this Agreement may be terminated, with cause by either party, in advance of the specified expiration date, upon written notice given by the other party. The party in violation will be given ten (10) days after written notification to correct and cease the violations, after which this Agreement may be terminated for cause immediately and is subject to the remedies listed below. This Agreement may also be terminated without cause (for convenience), in advance of the specified expiration date, by either party, upon thirty (30) days written termination notice being given to the other party. The City and the Contractor may terminate this Agreement, in whole or in part, at any time, by mutual agreement in writing. On termination of this Agreement, all accounts and payments will be processed according to the financial arrangements set forth herein for approved services ordered prior to date of termination.

Contractor shall be compensated for the services properly performed under this Agreement up to the effective date of the notice of termination.

Contractor agrees that in the event of such termination for cause or without cause, Contractor's sole remedy and monetary recovery from the City is limited to full payment for all services properly performed as authorized under this Agreement up to the date of termination.

12. Nonappropriation of Funds, Reduction of Funds, or Changes in Law: Upon thirty (30) days written notice delivered to the Contractor, this

Agreement may be terminated in whole or in part at the sole discretion of the City, if the City reasonably determines that: (i) a change in Federal, State, or City legislation or applicable laws materially affects the ability of either party to perform under the terms of this Agreement; (ii) that a change in available funds affects the City's ability to pay under this Agreement; (iii) the City Council fails to fund the event. A change of available funds as used in this paragraph, includes, but is not limited to, a change in Federal, State, or City funding, whether as a result of a legislative act, action by the Utah Judicial Council or by order of the President or the Governor.

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

13. Suspension of Work: Should circumstances arise which would cause the City to suspend Contractor's responsibilities under this Agreement, but not terminate this Agreement, this will be done by written notice. Contractor's responsibilities may be reinstated upon advance formal written notice from the City.

14. Insurance: Contractor shall at all times during the term of this Agreement, without interruption, carry and maintain insurance from an insurance company authorized to do business in the State of Utah with the types and limits of insurance as set forth in this Section. The Contractor shall provide a Certificate of Insurance to the City five (5) days after a request by the City; if no request has been made by the City, the Contractor shall provide a

Certificate of Insurance to the City no later than thirty (30) days after the execution of this Agreement. Contractor must add the City as an additional insured for ongoing and completed operations. Contractor expressly agrees to waive all rights of subrogation on the part of the insurer against the

City. Failure to provide proof of insurance, as required, will be deemed a material breach of this Agreement. The Contractor shall not cancel or allow the insurance policy to expire unless written notice has been given to the City at least thirty (30) days prior to the cancellation or expiration. The

Contractor’s failure to maintain this insurance requirement for the term of this Agreement will be grounds for immediate termination of this

Agreement.

The required limits shall be as follows:

a) If the City’s solicitation sets forth the coverage requirements for General Liability Insurance, Automobile Liability Insurance, Workers

Compensation, and Professional Liability Insurance (“Four Insurances”), the Contractor shall be required to provide those limits.

b) If the City’s solicitation did not set forth coverage requirements for any or all of the Four Insurances, the Contractor shall be required to provide those minimum limits set forth below for any of the Four Insurances that were not included within the solicitation. Any insurance coverage limits set forth in the City’s solicitation that conflict with any of the categories below shall be governed by that category set forth in the City’s solicitation. The limits below shall only apply if such category is not included within the City’s solicitation.

i) General Liability Insurance. Bodily injury and property damage in the amount not less than $2,000,000 per occurrence and $3,000,000 aggregate. General property damage liability insurance in an amount not less than $2,000,000 per occurrence and $3,000,000 aggregate. Products and Completed Operations liability in an amount not less than $2,000,000 per occurrence and $3,000,000 aggregate.

ii) Automobile Liability. Automobile Liability Insurance with a $2,000,000 per accident limit.

iii) Workers Compensation. Statutory workers' compensation insurance (Part A). Such insurance shall also include employer’s liability

(Part B) insurance in a limit of no less than $1,000,000 for each accident, disease, and employee. No owner or officer may be excluded from coverage.

iv) Professional Liability. Professional errors and omissions insurance, if applicable, in the amount not less than $3,000,000 per claim and $3,000,000 aggregate.

15. Public Information: Contractor agrees that this Agreement, 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 Governmental Records Access and Management Act

(“GRAMA”). Contractor gives the City express permission to make copies of this Agreement, related sales orders, related pricing documents, and invoices in accordance with GRAMA. Except for sections identified in writing by Contractor and expressly approved by the City, all of which must be in accordance with GRAMA, 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. The City is not obligated to inform Contractor of any requests for disclosure of this Agreement, related purchase orders, related pricing documents, invoices, or any documents not otherwise categorized by the City as “protected” or “controlled.”

Pursuant to GRAMA and in consideration of this Agreement, the City may, in its sole discretion, classify information on its own accord or in response to a Claim of Business Confidentiality. If any conflicts exist between this document and any other documents signed by the parties regarding confidentiality, this provision shall govern.

16. Personal Data Privacy: As required under Utah code, to the extent Consultant processes or accesses personal data as part of its duties under the

Agreement, Consultant agrees to comply with the requirements of Title 63A, Chapter 19 of Utah code in the same manner as the City.

17. Acceptance and Rejection: The City 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 Agreement prior to acceptance of the services by the

City.

If Contractor delivers nonconforming services, the City may, at its option and at Contractor'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 Agreement; or (iii) obtain replacement services from another source, subject to Contractor being responsible for any cover costs.

18. Invoicing: Contractor will submit invoices within thirty (30) days of Contractor's performance of the services to the City. The prices paid by the City will be those prices listed in this Agreement, unless Contractor offers a prompt payment discount within its Proposal or on its invoice.

19. Time is of the Essence: The services shall be completed by any applicable deadline stated in this Agreement. For all services, time is of the essence.

Contractor shall be liable for all reasonable damages to the City and anyone for whom the City may be liable, as a result of Contractor's failure to timely perform the services required under this Agreement.

20. Performance Evaluation: The City may conduct a performance evaluation of Contractor's services, including Contractor's Subcontractors, if any. Results of any evaluation may be made available to the Contractor upon Contractor's request.

21. Reviews: The City 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 Agreement.

22. Assignment: Contractor may not assign, sell, transfer, subcontract or sublet rights, or delegate any right or obligation under this Agreement, in whole or in part, without the prior written approval of the City.

23. Remedies: Any of the following events will constitute cause for the City to declare Contractor in default of this Agreement: (i) Contractor's non-performance of its contractual requirements and obligations under this Agreement; or (ii) Contractor's material breach of any term or condition of this Agreement. The City may issue a written notice of default 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, the City may do one or more of the following: (i) exercise any remedy provided by law or equity; (ii) terminate this Agreement; (iii) impose liquidated damages, if liquidated damages are listed in this Agreement; (iv) debar/suspend

Contractor from receiving future Agreements from the City; or (v) demand a full refund of any payment that the City has made to Contractor under this Agreement for services that do not conform to this Agreement.

24. Force Majeure: Neither party to this Agreement will be held responsible for delay or default caused by fire, riot, acts of God, and/or war which is beyond that party's reasonable control. The City may terminate this Agreement after determining such delay will prevent successful performance of this Agreement.

25. Confidentiality: If Confidential Information is disclosed to Contractor, Contractor shall: (i) advise its agents, officers, employees, partner s, and Subcontractors of the obligations set forth in this Agreement; (ii) keep all Confidential Information strictly confidenti al; and (iii) not disclose any Confidential Information received by it to any third parties. Contractor will promptly notify the City of any potential or actual misuse or misappropriation of Confidential Information.

Contractor shall be responsible for any breach of this duty of confidentiality, including any required remedies and/or notifications und er applicable law. Contractor shall indemnify and hold harmless the City including anyone for whom the City is liable, from clai ms related to a breach of this duty of confidentiality, including any notification requirements, by Contractor or anyone for whom the Contrac tor is liable.

Upon termination or expiration of this Agreement, Contractor will return all copies of Confidential Information to the City o r certify, in writing, that the Confidential Information has been destroyed. This duty of confidentiality shall be ongoing and surv ive the termination or expiration of this Agreement.

26. Publicity: Contractor shall submit to the City for written approval all advertising and publicity matters relating to this Agreement. It is within the City's sole discretion whether to provide approval, which must be done in writing.

27. Ownership in Intellectual Property: The City and Contractor each recognize that each has no right, title, interest, proprietary or otherwise in the intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. All deliver ables, documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Contractor prior to the execution of this

Agreement, but specifically created or manufactured under this Agreement shall be considered work made for hire, and Contractor shall transfer any ownership claim to the City.

28. Warranty: The Contractor agrees to warrant and assume responsibility for all products or services that it licenses, contracts, or sells to the City under this Agreement for a period of one year unless otherwise specified and mutually agreed upon elsewhere in this Agreement. Product liability disclaimers and/or warranty disclaimers from the seller are not applicable to this Agreement unless otherwise specified and mutually agreed upon elsewhere in this Agreement. In general, the Contractor warrants that: (1) the product or services will do what the salesperson said it would do, (2) the product or services will live up to all specific claims that the manufacturer makes in their advertisements, (3) the product or services will be suitable for the ordinary purposes for which such product is used, (4) the product or services will be suitable for any special purposes that the City of West Jordan has relied on the contractor’s skill or judgment to consider when it advised the City about the product or services, (5) the product has been properly designed and manufactured, and (6) the product is free of significant defects or unusual problems about which the City has not been warned. The City, at its’ sole discretion, may require the Contractor to repair or replace (at no charge to the City) the product or services whose nonconformance is discovered and made known to the contractor in writing. If the repaired and/or replaced product or services prove to be inadequate or fails of its essential purpose, the contractor will refund the full amount of any payments that have been made. Nothing in this warranty will be construed to limit any rights or remedies the City may otherwise have under this contract or provided under the Uniform Commercial Code of the

State of Utah.

29. Waiver: A waiver of any right, power, or privilege shall not be construed as a waiver of any subsequent right, power, or privilege.

30. Attorney's Fees: In the event of any judicial action to enforce rights under this Agreement, the prevailing party shall be entitled its costs and expenses, including reasonable attorney's fees, incurred in connection with such action.

31. Representation Regarding Ethical Standards for City Officers and Employees and Former City Officers and Employees: Contractor understands that a person who is interested in any way in the sale of any supplies, services, construction, or insurance to the City is violating the law if the person gives or offers to give any compensation, gratuity, contribution, loan, reward, or any promise thereof to any person acting as a procurement officer on behalf of the City, or to any person in any official capacity participates in the procurement of such supplies, services, construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or organization.

Further, by signing this Agreement, the bidder offeror, or Contractor represents that it has not: 1) provided an illegal gift or payoff to a city officer or employee or former city officer or employee, or his or her relative or business entity; 2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, other than as exempted in the city conflict of interest ordinance; or 3) knowingly influenced (and hereby promises that it will not knowingly influence) a city officer or employee or former officer or employee to breach any of the ethical standards set forth in the city conflict of interest ordinance, Title 1, Chapter 11, including article A, of the West Jordan City Code.

32. Economic Boycott: As required under Utah code, and to the extent the total value of the Agreement is at least $100,000 or the consultant has at least 10 employees, Consultant certifies that it is not engaged, and will not during the term of the Agreement engage, in a boycott of the state of

Israel or an economic boycott.

33. Dispute Resolution: Prior to either party filing a judicial proceeding, the parties agree to participate in the mediation of any dispute. The City, after consultation with the Contractor, may appoint an expert or panel of experts to assist in the resolution of a dispute. If the City appoints such an expert or panel, City and Contractor agree to cooperate in good faith in providing information and documents to the expert or panel in an effort to resolve the dispute.

34. Order of Precedence: In the event of any conflict in the terms and conditions in this Agreement, the order of precedence shall be: (i) this Attachment

A; (ii) the Agreement for Services; (iii) Attachment B; (iv) Attachment C; (v) Attachment D; (vi) Attachment E; (vii) Attachment F. Any provision attempting to limit the liability of Contractor or limits the rights of the City is rendered null and void, unless otherwise explicitly set forth in the

Agreement for Services or in the Solicitation.

35. Survival of Terms: Termination of this Agreement shall not extinguish or prejudice the City's right to enforce this Agreement with respect to any default or defect in the services that has not been cured or for any term that explicitly survives the termination of this Agreement.

36. Severability: The invalidity or unenforceability of any provision, term, or condition of this Agreement shall not affect the validity or enforceability of any other provision, term, or condition of this Agreement, which shall remain in full force and effect.

37. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes any and all other prior and contemporaneous agreements and understandings between the parties, whether oral or written.

38. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

ATTACHMENT B

(City’s Solicitation)

ATTACHMENT C

(Contractor’s Bid/Proposal/Quote)

ATTACHMENT D

(Certificate of Insurance)