1-WJPS25100301 Landscape Architectural and Engineering Services.pdf

REQUEST FOR PROPOSALS

WJPS25100301

Landscape Architectural and Engineering Services

The City of West Jordan (City) requests proposals from qualified landscape architectural firms (Consultant) to provide high-quality programming, design, bidding, construction administration, and warranty period services for new pickleball courts at various City parks.

BACKGROUND

West Jordan City’s Parks Division is dedicated to enriching lives through people, parks, and play. We strive to bring the community together by developing, maintaining, and enhancing parks, playgrounds, courts, trails, and open spaces throughout the city. As our community grows and recreational interests evolve, we are excited to add new pickleball courts and other park features to ensure our residents continue to have vibrant and engaging spaces to enjoy.

PROJECT DESCRIPTION

The City seeks the services of a qualified landscape architectural and engineering consultant to design and oversee the construction of new pickleball courts at select park locations. The project is intended to meet the growing demand for pickleball facilities within the community and to enhance the City’s recreational offerings.

This project will be split into multiple phases and will begin at Veterans Park with a design that includes an eight-court and a sixteen-court design. Additional designs may be requested from the awarded consultant as budget allocations become available.

The selected Consultant will be responsible for evaluating suitable sites, preparing design concepts, and delivering bid-ready construction documents that reflect the industry’s best practices and community priorities.

Supporting amenities may include lighting, fencing, seating, shade structures, landscaping, and accessibility features to ensure that the facilities are safe, durable, and welcoming to players of all ages and abilities.

This project represents an investment in the health, recreation, and quality of life of West Jordan residents. It will provide long-term benefits by expanding opportunities for active play and community gathering.

SCOPE OF WORK

The selected Consultant shall provide comprehensive professional services to support the planning, design, and implementation of new pickleball courts within existing or planned park sites. Services will include, but are not limited to, the following:

1. Site Analysis and Assessment o Conduct field investigations of proposed pickleball locations. Location depicted in the blue bordered area in the pickleball site location, Attachment B.

o Evaluate site conditions, including grading, drainage, utilities, circulation, and accessibility.

o Assess environmental impacts and compliance with applicable codes and standards.

2. Conceptual Design o Develop multiple conceptual layouts for pickleball courts and supporting amenities.

o Incorporate community feedback, recreation trends, and Parks Division goals.

o Provide cost estimates for alternative design scenarios.

3. Design Development o Refine selected concept into detailed design drawings.

o Design parking lot. Location depicted in the red bordered area in the pickleball site location, Attachment B.

o Address parking, site grading, drainage solutions, and stormwater management.

o Integrate complementary amenities such as lighting, fencing, seating, shade structures, and landscaping.

o Ensure designs meet ADA accessibility requirements.

o Identify needed repairs and/or replacements of existing irrigation lines in affected locations and include in construction documents.

4. Construction Documents o Prepare all-inclusive and complete bid-ready drawings and specifications.

o Provide detailed cost opinions and phasing recommendations.

o Coordinate with city staff to finalize all construction details.

5. Permitting and Approvals o Assist with securing required permits and regulatory approvals.

o Coordinate with utility providers, planning department, and other stakeholders.

6. Bidding Assistance o Support the City during the bidding process by responding to contractor questions, preparing addenda, and evaluating bids.

7. Construction Administration o Provide oversight during construction, including site visits, submittal reviews, and progress reporting.

o Conduct final inspections to ensure project compliance with approved plans and specifications.

o Provide record drawings upon project completion.

8. Community Engagement (Optional/If requested) o Participate in public meetings or workshops to present concepts and gather community input.

o Prepare presentation boards, renderings, or visualizations as needed.

PROPOSAL FORMAT

The proposals should contain the following information in the general order listed:

1. Signed Introductory letter to include a statement that your firm agrees to all the requirements and conditions stated in the RFP document.

2. A proposed scope of work for this project, including a summary of the deliverables to be provided to the City.

3. A proposed schedule to complete the scope of work.

4. A description of the project team's experience and qualifications of the firm to complete this project and the availability of key project personnel by showing the percentage of time the team members have to work on this project.

5. Information about other work performed by the offeror on projects similar to this project and at least three references from other clients with whom the offeror has performed similar services.

6. Provide an Example of a previous bid package.

7. Provide a single copy of the proposed project fee to complete the initial phase of this project. Include hourly rates for each consultant and sub-consultant. These rates will be used to negotiate project fees for additional project designs and services.

SUBMITTAL REQUIREMENT

Submit your proposals electronically through the Utah Public Procurement Place (U3P Euna Procurement) by 2:00 p.m. current Mountain Time on October 28, 2025. Proposals submitted electronically through the Utah Public Procurement Place may require uploading of electronic attachments.

The U3P 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 proposal(s) to be deemed as “Non-responsive”.

When submitting an offer electronically through the U3P, 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 up to 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@gobonfire.com

Offerors are responsible for ensuring that their U3P registration information is current and correct.

Stakeholders shall not be responsible for missing or incorrect information contained in the offeror registration in the U3P. Incorrect or missing offeror registration information may result in failure to receive notification from the U3P regarding this procurement.

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

The City intends to issue a purchase order (or contract) with reasonable promptness to the highest scoring responsive and responsible offeror that meets the RFP requirements and specifications; however, the City does not guarantee to make any purchase based upon this RFP.

An evaluation committee shall review the submittal material.

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 the Purchasing Manager or designee regarding this RFP.

If only one proposal is received in response to the RFP, the purchasing agent, based on feedback from the department, may resolicit for the purpose of obtaining additional proposals.

QUESTIONS

Any questions that arise after the release of this RFP, which may significantly impact the responses, should be submitted through the RFP Question and Answer section under Event Number # WJPS25100301 on the U3P portal. Questions are due by October 21, 2025, at 10:00 a.m. MT.

Only written clarifications and addenda issued by the Purchasing Department will be binding for RFP evaluation and award of a contract or purchase order.

DISCUSSIONS WITH OFFERORS (ORAL PRESENTATION)

An oral presentation by a consultant to clarify a proposal may be required at the sole discretion of West Jordan.

However, West Jordan may award a contract based on the initial proposals received without discussion with the https://vendorsupport.gobonfire.com/hc/en-us https://vendorsupport.gobonfire.com/hc/en-us mailto:support@gobonfire.com firm(s) submitting proposals. If oral presentations are required, they will be scheduled after the submission of proposals. Oral presentations will be made at the Consultant’s expense.

SELECTION OF OFFEROR

Proposal Evaluation Criteria (200 Points Total)

1. Project Understanding & Approach – 40 Points o Demonstrated understanding of the City’s goals, priorities, and challenges.

o Quality and clarity of proposed approach, methodology, and work plan.

o Innovative ideas for addressing site-specific needs and community engagement.

2. Relevant Experience & Qualifications – 50 Points o Experience with pickleball court design and construction administration.

o Proven track record with similar park, recreation, or sports facility projects.

o Qualifications and expertise of the project team.

3. Design Quality & Technical Expertise – 35 Points o Ability to deliver functional, durable, and aesthetically pleasing designs.

o Knowledge of ADA accessibility, sustainability practices, and industry standards.

o Experience integrating supporting amenities (lighting, seating, landscaping).

o Bid Package

4. Project Management & Schedule – 20 Points o Proposed project management structure and communication plan.

o Ability to meet schedules, budgets, and City requirements.

o Clear staffing plan and availability of key personnel.

5. Cost Proposal – 25 Points

Cost formula: 25(2- (Proposed Price/Lowest Proposed Price)).

6. References & Past Performance – 30 Points o Quality of references from past clients.

o Evidence of successful project delivery, responsiveness, and collaboration.

INSURANCE REQUIREMENT

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.

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.

INSURANCE REQUIREMENT

A. 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.

B. 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).

C. 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.

D. Professional Liability Insurance. Professional liability insurance for the Consultants' liability arising out of their architectural, engineering, and design activities with not less than $3,000,000 per occurrence and $3,000,000 aggregate.

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.

FORMATION OF THE CONTRACT WITH THE SELECTED CONSULTANT

After selecting a Consultant, the City may conduct additional negotiations with the applicant to arrive at a best and final offer. When both parties are in agreement, a contract will be entered into and executed by the Mayor.

The selected Consultant will be bound by the provisions of the Sample Contract attached to this RFP.

TERM OF AGREEMENT

The terms of this agreement will be specific to each project, which will include a one-year warranty period.

The City reserves the right to award additional phases to the Consultant as budget allows for a total period not to exceed six (6) years. The ending term may be extended as needed to account for the warranty period of the last project. The term is subject to performance and service(s) reviews. The awarded contract may be canceled at any time upon a 30-day notice by either the City or the awarded Consultant.

REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY OFFICERS AND

EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES

By submitting a proposal in response to this Request for Proposals, the 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.

OTHER REQUIRED INFORMATION & MATERIALS

For all service-related purchases, the contractor will be required to sign the City Agreement for Services. A draft copy is provided below.

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

1. Exceptions or deviations to any of the terms, conditions, or requirements must not be added to the proposal pages but must be submitted as a separate document accompanying the offeror's proposal identified as “Exceptions.”

However, any exceptions submitted may render the submission 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 RFP (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.

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

(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 RFP, the Consultant agrees to be bound by the City’s classification of its information submitted with its RFP and releases from liability and agrees to indemnify the City for any disclosure of confidential information. The Consultant must clearly identify and describe on the Protected Information Request Form any specific information for which an offeror claims business confidentiality protection as "PROTECTED".

(c) The City reserves the right to classify as a public record any proposal submitted that does not comply with the GRAMA statute without further discussion with the Consultant. The City may decline to designate any information as PROTECTED if the Consultant uses a blanket claim of business confidentiality and/or fails to adequately describe or specify its confidentiality claims in sufficient detail, as determined in the City’s sole discretion.

d) All materials submitted become the property of the City, including originals, and will not be returned.

Materials may be evaluated by anyone designated by West Jordan as part of the proposal evaluation committee.

APPLICABILITY OF CITY CODE

The West Jordan City Code applies to this proposal process, including, but not limited to, Title 3 Chapter 1 of said code.

REJECTION OF PROPOSALS

The City reserves the right to reject any or all proposals received, and to select the proposal deemed to be the most advantageous and in the best interest of the City. Non-acceptance of a proposal will mean that one or more proposal(s) were deemed more advantageous to the City or that all proposals were rejected.

INCURRING COSTS

West Jordan City will not be liable for any cost that applicants may incur in the preparation of their proposals.

Proposals should be concise, straightforward, and prepared simply and economically. Expensive displays, bindings, or promotional materials are neither desired nor required.

AGREEMENT FOR SERVICES

(Architect/Landscape Architect/Engineer/Surveyor)

This Agreement for Services (“Agreement”) is entered into between the City of West Jordan (the “City”), a municipal corporation, and [Name of Consultant] (“Consultant”):

The parties agree as follows:

1. Scope of Work: The Consultant 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.

Consultant 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 date OR number of years].

This Agreement may be renewed for [# of optional renewals] additional [# of years]-year terms upon a written agreement, signed by both parties.

4. Payment: In consideration of performing and completing the scope of work identified herein, City shall pay

Consultant in an amount not-to-exceed [dollar amount].

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: Consultant’s Bid/Proposal/Quote

d. Attachment D: Insurance Certificate

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 ARCHITECT/LAND ARCHITECT/ENGINEER/SURVEYOR SERVICES)

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

a) "City" means the municipal corporation, its departments, divisions, offices, or other organizations, elected officials, officers, employees, and authorized agents of the City. Notwithstanding, as referenced herein, “City” shall not include subcontractors of the City.

b) "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.

c) “Consultant” means:

i) an individual licensed under Title 58, Chapter 3a, as amended

ii) an individual licensed under Title 58, Chapter 22, as amended

iii) an individual licensed under Title 58, Chapter 53, as amended

iv) a nongovernmental entity, its officers, employees, volunteers, and agents, engaged in the business of providing services that require a license listed in this subsection and such services are included within the scope of work.

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

e) "Subconsultants" means businesses, individuals, organizations, associations, and other agents of the Consultant at any tier that are under the direct or indirect control or responsibility of the Consultant.

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, Consultant 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: Consultant shall maintain or supervise the maintenance of all records necessary to properly account for Consultant's performance and the payments made by the City to Consultant under this Agreement. These records shall be retained by Consultant 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. Consultant 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: Consultant 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 Consultant: Consultant's legal status is that of an independent Consultant, and in no manner shall Consultant be deemed an employee or agent of the City and therefore is not entitled to any of the benefits associated with such employment. Consultant, as an Independent Consultant, 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. Consultant shall remain responsible for all applicable federal, state, and local taxes, and all FICA contributions.

7. Indemnification: Consultant shall fully indemnify the City from all liabilities and losses to the extent arising out of or related to the Consultant’s breach of contract, negligence, recklessness, and intentional misconduct and Subconsultant’s negligence. Consultant shall be considered negligent hereunder if it infringes on a third party’s copyright, trademark, trade secret, or other proprietary right. Subject to explicit prohibitions in state or local law, any limitations of Consultant’s liability will not apply to this section. This duty to indemnify shall be ongoing and survive the termination or expiration of this Agreement, but only up and until all such statute of limitations for claims, actions, and demands have expired.

8. Limitation of Liability: In no event shall the City be liable to the Consultant or shall the Consultant make any claim for any incidental, indirect, or consequential damages arising out of, or connected in any way to the scope of work or this Agreement. This limitation of liability includes, but is not limited to, damages related to loss of use, loss of profits, loss of income, loss of reputation, unrealized savings or diminution of property value and shall apply to any cause of action including negligence, strict liability, breach of contract and breach of the standard of care.

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, specifying any such changes to time, price, or other factors arising from the changes in the scope of services. Unless the City and the Consultant have agreed in writing before the performance of additional services, the City shall not be obligated to pay for the additional services and Consultant waives all rights to seek payment for additional services.

10. Debarment: Consultant 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. Consultant 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. Consultant 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 Consultant 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 Consultant 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.

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

Consultant agrees that in the event of such termination for cause or without cause, Consultant'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 Consultant, 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; or (iii) the City Council decides not to fund the services. 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 Consultant 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 Consultant's responsibilities under this Agreement, but not terminate this Agreement, this will be done by written notice. Consultant's responsibilities may be reinstated upon written notice from the City.

14. Insurance: Consultant 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 Consultant 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 Consultant shall provide a Certificate of Insurance to the City no later than thirty (30) days after the execution of this Agreement. Consultant must add the City as an additional insured for ongoing and completed operations. Consultant 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 Consultant 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 Consultant’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 Consultant 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 Consultant 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.

E. 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.

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

G. 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.

H. 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: Consultant 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”). Consultant 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 Consultant and expressly approved by the City, all of which must be in accordance with GRAMA, Consultant also agrees that the Consultant'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 Consultant 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 Consultant delivers nonconforming services, the City may, at its option and at Consultant's expense: (i) return the services for a full refund; (ii) require Consultant 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 Consultant being responsible for any cover costs.

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

19. Time is of the Essence: The services and deliverables shall be completed by any applicable deadline stated in this Agreement. For all services and deliverables, time is of the essence. Consultant shall be liable for all reasonable damages to the City, as a result of Consultant's failure to timely perform the services required under this Agreement.

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

21. Reviews: The City reserves the right to perform plan checks, plan reviews, other reviews, and/or comment upon the services of Consultant.

Such reviews do not waive the requirement of Consultant to meet all of the terms and conditions of this Agreement.

22. Assignment: Consultant 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 Consultant in default of this Agreement: (i) Consultant's non-performance of its contractual requirements and obligations under this Agreement; or (ii) Consultant'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 Consultant will have an opportunity to cure. Time allowed for cure will not diminish or eliminate Consultant's liability for damages. If the default remains, after Consultant 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 Consultant from receiving future Agreements from the City; or (v) demand a full refund of any payment that the City has made to Consultant 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 Consultant, Consultant shall: (i) advise its agents, officers, employees, partners, and Subconsultants of the obligations set forth in this Agreement; (ii) keep all Confidential Information strictly confidential; and (iii) not disclose any Confidential Information received by it to any third parties. Consultant will promptly notify the City of any potential or actual misuse or misappropriation of Confidential Information.

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

Upon termination or expiration of this Agreement, Consultant will return all copies of Confidential Information to the City 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 Agreement.

This section shall not apply to information in whatever form that comes into the public domain, nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such order is issued by a court, administrative agency or other authority with proper jurisdiction, or if it is reasonably necessary for the Consultant to defend itself from any suit or claim.

26. Publicity: Consultant 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 Consultant 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 deliverables, documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Consultant prior to the execution of this Agreement, but specifically created or manufactured under this Agreement shall be considered work made for hire, and Consultant shall transfer any ownership claim to the City. However, re-use of such materials for purposes not contemplated in this Agreement shall be at the re-user's sole risk and without liability to Consultant.

28. Standard of Care: Consultant shall provide the standard of care as is required under Utah Code Ann. 13-8-7(3), as amended. The parties presume that any breach of this contract, including failure to perform the scope of services or provide the deliverables agreed to and in the manner set forth in this Agreement, shall be a breach of its duty of care to the City. The City, at its’ sole discretion, may require the Consultant to repair or replace (at no charge to the City) the services or deliverables whose nonconformance is discovered and made known to the Consultant in writing. If the repaired and/or replaced services or deliverables prove to be inadequate or fails of its essential purpose, the Consultant will refund the full amount of any payments that have been made related to the deficient service and deliverable.

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: Consultant 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 Consultant 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 Consultant, may appoint a neutral and independent expert or panel of experts to assist in the resolution of a dispute. If the City appoints such an expert or panel, City and Consultant 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. Any provision attempting to limit the liability of Consultant 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.

39. Effect of Purchase Orders: No terms or conditions accompanying or affixed to a Purchase Order outside of terms defining the scope, schedule and fee for services shall apply to or be binding upon Consultant or its work under this Agreement.

Rev. 02.13.20

ATTACHMENT B

(City’s Solicitation)

ATTACHMENT C

(Consultant’s Bid/Proposal/Quote)

ATTACHMENT D

(Certificate of Insurance)