2-26-22 Park Center Roof Replacement.pdf

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MURRAY CITY, UTAH

INVITATION FOR BIDS (IFB)

IFB Title: Park Center Roof Replacement IFB Number: 26-22 Issue Date: Wednesday September 9, 2026, at 4:00 pm MT Bid Due Date and Time: Wednesday, September 23, 2026, at 2:00 pm MT

Submitting Agency:

Murray City Corporation Division of Purchasing 10 East 4800 South, Room 155 Murray, Utah 84107

Purchasing Agent:

Amandah Maudsley Email: amaudsley@murray.utah.gov Phone: (801) 264-2663

NOTICE TO BIDDERS

Murray City is requesting sealed bids from qualified roofing contractors for the complete replacement of the existing roof systems at the Murray Park Center.

The project includes removal and disposal of existing roofing materials, deck and substrate repairs, insulation, installation of a new 60 mil TPO roofing system, drainage improvements, flashings, coping and parapet work, and related accessories. The Contractor will provide all labor, materials, equipment, permits, supervision, site protection, cleanup, and coordination necessary to complete the work.

The project also includes required warranties, project closeout documentation, and applicable unit pricing as identified in the IFB and Bid Form.

Award will be made in accordance with Murray City Code and the evaluation and construction preference provisions stated in this IFB. Murray City reserves the right to reject any or all bids in accordance with applicable law and this IFB.

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TABLE OF CONTENTS

1. Introduction and Purpose

2. Procurement Authority

3. Scope of Work

4. Bid Security

5. Format and Content for Bids

6. Mandatory Pre-Bid Meeting

7. Timeline

8. Bid Submission Instructions

9. Construction Preferences

10. Evaluation Process

11. Administrative Provisions

12. Right to Reject

13. Award and Contract

14. Attachments

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SECTION 1. INTRODUCTION AND PURPOSE

Murray City (the “City”) is soliciting bids from qualified roofing contractors to provide full roof replacement services at the Park Center located at 202 East Murray Park Ave, Murray, Utah.

The existing roof systems have reached the end of their service life and require replacement due to age, deterioration, and performance issues. The project includes multiple roof sections with varying conditions and assembly requirements.

The selected contractor will be responsible for all labor, materials, equipment, permitting, and coordination necessary to complete the project.

SECTION 2. PROCUREMENT AUTHORITY

This solicitation is conducted under the authority of the City Purchasing Agent as defined in Murray City Code §3.10.050–.060.

Bidders shall not contact any City elected officials or employees regarding this IFB outside of the formal procurement process. All questions, clarifications, or requests for information related to the Scope of Work must be submitted in writing through the Euna Procurement Q&A Section.

Questions outside the Scope of Work must be directed to the City’s Purchasing Agent, Amandah Maudsley, at amaudsley@murray.utah.gov.

Any direct or indirect contact with City officials or staff concerning this solicitation, except as specifically authorized, is prohibited. This restriction exists to preserve the integrity of the procurement process and ensure equal access to information for all bidders.

SECTION 3. PROJECT OVERVIEW / SCOPE OF WORK

3.1 General Scope

The Contractor shall provide all labor, materials, equipment, and supervision necessary to complete the full roof replacement at the Park Center. Work includes demolition, disposal, installation of new roofing systems, drainage improvements, flashing systems, and all required accessories.

3.2 Project Components

The project consists of multiple roof sections with varying requirements, including but not limited to the following:

3.3 Roof Removal & Demolition

Remove existing EPDM roofing systems Remove existing insulation where required Remove wall flashings, pipe flashings, and pitch pockets Remove coping caps (store for reinstallation where applicable) Dispose of all removed materials

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3.4 Deck & Substrate Work

Remove roofing down to:

o Concrete deck (Roof Area 2) o Steel deck (Roof Area 9)

Replace up to 300 SF of steel decking (as needed) Install vapor retarder systems where required

3.5 Insulation System

Tapered insulation minimum R-30 equivalent, 60-mil TPO membrane or approved equivalent product

Install tapered insulation/crickets to improve drainage Install 0.5” HD polyiso insulation (80 PSI) Fastening per FM Global and manufacturer requirements

3.6 Roof System Installation

Install 60 mil TPO membrane roofing system per manufacturer specifications Install mechanically fastened systems Ensure proper sealing, welding, and detailing

3.7 Drainage Improvements

Install new cast iron drain inserts and strainers Improve drainage with tapered crickets in problem areas Eliminate ponding conditions

3.8 Flashing & Edge Systems

Install new:

o Wall flashings o Pipe flashings o Pitch pockets o Unit flashings

Install counter flashings at HVAC curbs Install termination bars at perimeters Extend wall flashings minimum 2” below Nailer

3.9 Coping & Parapet Work

Remove and reinstall stainless steel coping where applicable Install new coping and parapet treatments as needed Install gypsum board at select wall conditions

3.10 Additional Improvements

Install walk pads (as required) In front of the Pool AHUs, running the length of each unit.

Approximately 25ft.

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Additive Alternate No. 1: Provide and install ladder access between roof sections, complete and operational.

Additive Alternate No. 2: Provide and install release-sheet TPO system as specified.

3.11 Project Requirements

Provide all permits, labor, equipment, cranes, and temporary facilities Provide refuse containers and site cleanup Maintain safe work environment Coordinate work with City operations

3.12 Warranties

Bid shall include a 20-year NDL Manufacturer Warranty and shall consist of new coverboard, tapered insulation minimum R-30 equivalent, 60-mil TPO membrane or approved equivalent product.

Minimum 20-year workmanship warranty

3.13 Deliverables

Complete roof replacement system As-built documentation Warranty documentation Maintenance guidelines Final inspection and testing reports

3.14 Schedule Requirements

Project must be completed by January 1, 2027 Bid must include:

o Demolition schedule o Installation schedule o Inspection and closeout timeline

3.15 Cost Requirements

Provide detailed cost breakdown including:

Labor Materials Equipment Disposal Permits and fees

Also include unit pricing:

Insulation replacement (per SF) Steel Deck replacement (per SF)

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Coping (per LF) Wood Nailer (per LF) Walk pads (per LF) Cost per roof area and total base bid

SECTION 4. BID SECURITY

Pursuant to Murray City Code §3.10.380, each Bidder shall submit bid security in an amount equal to at least five percent (5%) of the total base bid.

Acceptable bid security is limited to one of the following:

1. A bid bond in a form satisfactory to Murray City and issued by a company licensed to issue bid bonds in the State of Utah;

2. A cashier’s, certified, or official check drawn by a federally insured financial institution;

3. An irrevocable letter of credit; or

4. Cash.

Bid security must be submitted with the Bid.

Failure to provide the required bid security shall result in the Bid being rejected as nonresponsive, except where the Purchasing Agent determines that the failure is nonsubstantial as specifically permitted by Murray City Code §3.10.380.

If a Bidder is permitted to withdraw its Bid before award in accordance with Murray City Code, no action will be taken against the Bidder or its bid security.

Bidders shall comply with the insurance requirements set forth in the Draft Agreement;

Attachment C. Evidence of required insurance shall be provided by the successful Bidder prior to contract execution.

SECTION 5. FORMAT AND CONTENT FOR BIDS

Bids must be submitted in the format required by this IFB. Failure to submit required forms, pricing, bid security, licenses, certifications, acknowledgments, or other mandatory information may result in the bid being rejected as nonresponsive.

Each Bid shall include the following required documents and information. Failure to submit a material required item may result in the Bid being rejected as nonresponsive:

1. Attachment A – Bid Form and Price Schedule (Excel format; separate attachment)

2. Required licenses and certifications

3. Bid security

4. Addenda acknowledgment if issued

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5. Contractor qualifications or experience

6. Project schedule

7. Company safety plan

8. Project-specific safety plan

9. Completed Construction Preferences -Attachment A

10. Authority to sign form -Attachment B

SECTION 6. MANDATORY PRE-BID MEETING

A mandatory pre-bid meeting will be held on Tuesday September 15th, 2026, at 1:30 PM at the Murray Park Center, located at 202 E Murray Park Ave., Murray, Utah 84107. Attendance at this meeting is required. An official attendance sheet will be maintained by the City. Only vendors recorded on the attendance sheet will be considered eligible to submit a bid.

Any bid submitted by a vendor who did not attend and sign in at the mandatory pre-bid meeting will be deemed non-responsive and will be rejected.

SECTION 7. TIMELINE

Event Date and Time IFB Issued Wednesday, September 9, 2026, at 4:00 pm

MT

Mandatory Pre-Bid Meeting Tuesday, September 15, 2026, at 1:30 PM Deadline for Questions Thursday, September 17, 2026, at 5:00 PM Deadline for Questions to be Answered Friday, September 18, 2026, at 5:00 PM Bids Due Wednesday, September 23, 2026, at 2:00 pm

MT

SECTION 8. BID SUBMISSION INSTRUCTIONS

Electronic Submittals (Preferred Method of Delivery):

The Division of Purchasing utilizes the Utah Public Procurement Place (U3P) platform via Euna, formerly known as Bonfire. To respond to this solicitation, register through the U3P Euna platform. First-time users must click “Register” and complete the registration process before reviewing and responding to the solicitation. For registration assistance, consult the online knowledge base, review the FAQs, or contact the Bonfire Support Team at support@gobonfire.com.

When submitting an offer electronically through the U3P Euna platform, allow sufficient time to complete all required online forms and upload documents. The solicitation will close at the date and time stated in this IFB. If uploads are still in progress at the closing time, the system will stop the submission process, and the bid will not be received.

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Hand Delivery or Mail Submissions (If you elect not to submit using the preferred electronic method):

All bids must be contained in a sealed envelope clearly labeled in the lower right-hand corner with the IFB number, project title, and firm name, as follows:

“IFB 26-22, PARK CENTER ROOF REPLACEMENT, NAME OF FIRM.”

Submit bids to:

Murray City Corporation Attn: Amandah Maudsley, Purchasing Agent 10 East 4800 South, Room 155 Murray, UT 84107

Bids received after the deadline stated in this IFB will not be accepted and will be returned unopened.

SECTION 9. CONSTRUCTION PREFERENCES

Pursuant to Murray City Code §3.10.370, the City shall apply the following construction preferences when determining the lowest responsive responsible Bidder:

1. Qualified health insurance;

2. Drug and alcohol testing policy, including random testing;

3. Veteran recruitment and/or employment program;

4. Job training program;

5. Safety program; and

6. Formal nondiscrimination policy.

Each Bidder shall complete the Construction Preference Certification in Attachment A by selecting “Yes” or “No” for each preference. A Bidder is not required to qualify for any preference to submit a responsive Bid. For each preference claimed, the Bidder and every subcontractor, if any, shall submit sufficient supporting documentation with the Bid to demonstrate qualification. The City may request clarification or additional information to verify a preference timely claimed in the Bid. A preference not claimed by the Bid deadline will not be considered.

Qualification for Construction Preferences

To qualify for a construction preference under Murray City Code §3.10.370, the Bidder and every subcontractor, if any, must demonstrate to the City's satisfaction that they have and will maintain the applicable program, policy, or benefit during performance of the Contract.

For purposes of this IFB, the applicable construction preferences are:

1. Qualified Health Insurance. The Bidder and every subcontractor, if any, must offer qualified health insurance coverage to covered employees and their dependents. A

9 | P a g e covered employee is an individual who provides, on average, at least thirty (30) hours per week of services directly related to the construction contract.

Qualified health insurance coverage must meet one of the following standards:

a. Health Benefit Plan. A health benefit plan, excluding dental coverage, with an employer contribution and combined actuarial value at least equivalent to the benchmark plan identified in Murray City Code §3.10.370. The employer must:

o Pay at least fifty percent (50%) of the premium for the employee and the employee's dependents who reside or work in Utah;

o Provide coverage with an annual deductible not exceeding $1,000 per individual and $3,000 per family; and o Provide an annual out-of-pocket maximum not exceeding $3,000 per individual and $9,000 per family.

Or

b. Federally Qualified High-Deductible Health Plan. A federally qualified high-deductible health plan, excluding dental coverage, that:

o Has the lowest deductible permitted for a federally qualified high-deductible health plan; or, if the deductible is higher, includes an employer contribution to a health savings account equal to at least the difference between the plan deductible and the lowest federally permitted deductible;

o Has an out-of-pocket maximum that does not exceed three (3) times the annual deductible; and o Requires the employer to pay at least sixty percent (60%) of the premium for the employee and the employee's dependents who work or reside in Utah.

A health benefit plan does not include coverage that provides benefits solely for accidents, dental care, income replacement, long-term care, Medicare supplements, a specific disease, vision care, or short-term limited-duration coverage marketed as supplemental health insurance.

2. Drug and Alcohol Testing Policy. The Bidder and every subcontractor, if any, must maintain a drug and alcohol testing policy during the Contract that applies to all covered employees and requires covered employees to submit to random testing.

o The policy must establish, maintain, or enforce a prohibition against:

1. The manufacture, distribution, dispensing, possession, or use of drugs or alcohol, except for the medically prescribed possession and use of a drug; and

2. The impairment of judgment or physical abilities due to the use of drugs or alcohol.

o Random testing means the periodic examination of a covered employee, selected on the basis of chance, for drugs and alcohol in accordance with the drug and alcohol testing policy.

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3. Veteran Recruitment and/or Employment Program. The Bidder and every subcontractor, if any, must maintain a program to actively recruit and/or employ veterans.

A veteran is an individual who served more than 180 consecutive days on active duty in the U.S. Armed Forces; served in a reserve component in a campaign or expedition for which a campaign medal was authorized and was separated or retired under honorable conditions; or incurred a service-related injury or disability in the line of duty, regardless of length of active-duty service.

4. Job Training Program. The Bidder and every subcontractor, if any, must maintain a job training program, including a Federal, State, City, or other recognized job training program.

5. Safety Program. The Bidder and every subcontractor, if any, must maintain a safety program.

6. Nondiscrimination Policy. The Bidder and every subcontractor, if any, must maintain a formal policy of nondiscrimination as required by Federal, State, and local law.

A Bidder is not required to qualify for any construction preference in order to submit a responsive Bid. Each Bidder is required to complete the Construction Preference Certification in Attachment A. The City will evaluate only preferences timely claimed in the Bid and supported by documentation sufficient to demonstrate that the Bidder and every subcontractor, if any, satisfy the applicable requirements.

SECTION 10. EVALUATION PROCESS

Bids will be evaluated in accordance with Murray City Code Chapter 3.10, including §3.10.080, 3.10.190, 3.10.200, 3.10.210, and 3.10.370.

Bid Opening

Bids will be opened publicly at 2:00 p.m. on Wednesday, September 23, 2026, in the Jordan Conference Room (#195) at Murray City Hall, 10 East 4800 South, Murray, Utah. The name of each Bidder and the amount of each Bid will be recorded and made available for public inspection in accordance with Murray City Code §§3.10.080(D) and 3.10.040.

Responsiveness

The City will first determine whether each Bid is responsive. A responsive Bid must conform in all material respects to the requirements of this IFB, including required forms, signatures, addenda acknowledgments (if any), bid security, licenses, certifications, specifications, pricing, and other mandatory submittals.

Responsibility

The City may conduct due diligence to determine whether a Bidder is responsible. A responsible Bidder must have the capability, experience, integrity, reliability, resources, equipment, personnel, and capacity necessary to fully perform the Agreement requirements in good faith.

Evaluation Criteria

The City will evaluate Bid pricing and the other criteria expressly stated in this IFB. No evaluation criteria will be used unless stated in the IFB.

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For this construction project, the City will review the existence and quality of the Bidder’s company safety plan and project-specific safety plan as required by Murray City Code §3.10.080.

Base Bid and Additive Alternates:

The Total Base Bid stated in Attachment A will be used as the sole basis for price comparison and determination of the lowest responsive responsible Bidder, subject to the construction preference provisions of this IFB. Additive Alternate pricing will not be included in the evaluation of the Total Base Bid or in determining the Bidder selected for award. After the Bidder is determined for award, the City may elect to include one or more Additive Alternates, subject to available funding. Any accepted Additive Alternate will be incorporated into the resulting Agreement at the price stated in the Bid Form.

Construction Preference Evaluation

After determining which Bids are responsive and which Bidders are responsible, the City will apply the construction preferences identified in Section 9, in accordance with Murray City Code §3.10.370.

The City will determine the number of applicable preferences for which each responsive and responsible Bidder qualifies. In accordance with Murray City Code §3.10.370(G), award will be made to the responsive and responsible Bidder qualifying for the most preferences if that Bidder’s Bid is equal to or less than one hundred four percent (104%) of the lowest responsive and responsible Bid or within $50,000 of the lowest responsive and responsible Bid, whichever value is less. If multiple Bidders qualify for the same number of preferences, award will be made to the lowest responsive and responsible Bid among them.

Award

Award, if made, will be made by written notice after application of the requirements and applicable construction preferences stated in this IFB and Murray City Code.

The City may reject a Bid that is nonresponsive, submitted by a nonresponsible Bidder, late, unbalanced, conditional, or otherwise fails to comply with the requirements of this IFB. The City may also cancel this IFB or reject any or all Bids, in whole or in part, for good cause when determined to be in the City’s best interest.

Any determination regarding nonresponsiveness, nonresponsibility, Bid correction, Bid withdrawal, cancellation, or rejection will be documented in the procurement file as required by Murray City Code.

The City may request clarification or additional information only as permitted by Murray City Code and only when doing so does not prejudice fair competition or the City’s interests. After the Bid deadline, a Bidder may not change Bid pricing or materially revise its Bid except as expressly permitted by Murray City Code.

SECTION 11. ADMINISTRATIVE PROVISIONS

ADDENDA TO THE IFB

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Any revision to this IFB will be issued through an official written addendum and will become part of the IFB. Bidders are responsible for reviewing and acknowledging all addenda issued before the bid deadline. Bidders should verify any informal communication with the Purchasing Agent before relying on it.

GRAMA

Bids are subject to disclosure under the Utah Government Records Access and Management Act.

A Bidder claiming that information is protected under Utah Code §63G-2-305(1) or (2) shall submit a written claim of business confidentiality and a concise statement of the reasons supporting the claim, as required by Utah Code §63G-2-309. Merely marking information “confidential” or “protected” does not determine its classification. Murray City will make the final classification and disclosure determination under applicable law.

BID PROTESTS

Any actual or prospective Bidder aggrieved in connection with this IFB or the procurement may file a written protest with the Purchasing Agent in accordance with Murray City Code §3.10.470.

A protest concerning this competitive sealed bid must be submitted before the Bid closing date unless the protesting party did not know and could not reasonably have known of the facts giving rise to the protest before that time. In that circumstance, the protest must be submitted no later than five (5) business days after the Bid closing date.

The written protest must include the protesting party’s name, mailing address, daytime telephone number, signature and date, together with the relief sought, a statement of the relevant facts, and the reasons and legal authority supporting the protest.

Filing a protest does not automatically suspend the procurement. The City may proceed with the procurement unless the Purchasing Agent or designee determines that suspension is appropriate.

SECTION 12. RIGHT TO REJECT

Murray City reserves the right to cancel this Invitation For Bids or to reject any or all bids, in whole or in part, for good cause when determined to be in the City’s best interest.

The City may waive or permit the correction of minor informalities, ministerial errors, clerical errors, or other immaterial irregularities that do not affect the substance of a bid, provide an unfair competitive advantage, prejudice another Bidder, or materially affect price, quality, quantity, delivery, scope, or contractual obligations.

The City will not waive a material requirement of this IFB. A bid that fails to conform in all material respects to the requirements of this IFB may be rejected as nonresponsive.

Any cancellation, rejection, waiver, or correction will be documented in the procurement file as required by applicable Murray City Code.

SECTION 13. AWARD AND CONTRACT

Award shall be made by written notice to the responsive and responsible Bidder determined for

13 | P a g e award in accordance with the evaluation criteria stated in this IFB and Murray City Code §§3.10.080, 3.10.200, and 3.10.370.

The selected Bidder shall provide a performance bond and a payment bond, each in an amount equal to 100% of the contract price, as a condition of contract execution. Each bond shall be issued by a surety authorized to do business in Utah or secured in another form satisfactory to Murray City. The contract price used to determine the required bond amounts shall be established in the resulting agreement.

The terms and conditions governing the resulting contract are contained in the Draft Agreement, Attachment C. By submitting a bid, the Bidder acknowledges that it has reviewed the Draft Agreement. Any requested exception must be expressly identified in the bid and is subject to the City’s written acceptance.

SECTION 14. ATTACHMENTS

Attachment A – Bid Form and Price Schedule (Excel format; separate attachment) Attachment B – Authority to Sign Attachment C – Draft Agreement Attachment D – Map of the Park Center Roof Attachment E – Checklist for Vendors

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ATTACHMENT B

Electronic Signature Authority and Execution Clause

Murray City executes contracts through Adobe Sign as its official electronic signature platform. Each bidder must complete the section below to identify the individual authorized to sign any resulting agreement on behalf of the bidding entity.

Authorized Signer Information (required):

• Authorized Signer Name: ___________________________________________

• Title/Position: ___________________________________________

• Email Address for Adobe Sign Execution:

• Phone Number: ___________________________________________

If your company policy does not permit use of electronic signatures, please indicate below:

☐ Our company does not allow use of Adobe Sign or other electronic signature platforms.

Please send contract documents for wet signature to:

• Mailing Contact Name: ___________________________________________

• Mailing Address: ___________________________________________

• Email for Contract Transmission:

All bidders are responsible for ensuring that the contact information provided above is accurate. Failure to provide correct details may delay contract award and execution.

AGREEMENT

BETWEEN

MURRAY CITY CORPORATION

AND

For the Complete Replacement of the Existing Roof System at the Murra Park Center located at 202 East Murray Park Avenue, Murray, Utah, 84107

This Agreement is made and entered into this ______ day of __________________, 2026 (the “Effective Date”) by and between Murray City Corporation (“City”), a Utah municipal corporation, and _______________________ (“Contractor”), located at __________________________.

RECITALS

WHEREAS, the City is in need of a contractor to provide all necessary labor, materials, equipment and supervision for the complete replacement of the existing roof system at the Murray Park Center located at 202 East Murray Park Avenue, Murray, Utah 84107 (hereinafter the “Work” or the “Services” as more fully described below);

and

WHEREAS, Contractor indicates that it is ready, willing, and able to perform the Work as set forth in this Agreement; and

WHEREAS, the City has determined that Contractor’s proposal is both acceptable and best suits the needs of the City; and

WHEREAS, the parties desire to enter into this Agreement to govern the terms of the Work, NOW, THEREFORE, based upon the mutual promises and conditions herein, the parties hereby agree as follows:

AGREEMENT

A. SCOPE OF WORK. Contractor shall furnish all necessary labor, materials, equipment and supervision, and shall be responsible for all permitting and coordination needed to perform the Work and Services in accordance with the terms and conditions of this Agreement, as outlined in Murray City Invitation for Bid No. 26-22 (“IFB 26-22”), and as proposed in Contractor’s Proposal dated ___________ (“Contractor’s Proposal”), both of which are attached hereto as “Exhibit A” and incorporated herewith. Contractor shall confer with the City for clarification of all pertinent questions that may arise throughout the course of the Services provided under

Attachment C this Agreement. The Scope of Work shall include all requirements listed in IFB 26-22 including the demolition and disposal of the existing roof system, installation of new roofing system, drainage improvements, flashing systems, all required accessories, all required warranties, and all required products and deliverables.

B. COMPENSATION. The total consideration to be paid for the completion of the Work and Services under this Agreement shall not exceed _______________________________ DOLLARS ($---------------). Said sum shall be paid by City to Contractor within thirty (30) days after receipt of an invoice from Contractor and verification of completion of agreed Services.

C. GENERAL TERMS AND CONDITIONS. The parties agree to the following Terms and Conditions:

AMENDMENTS: This Agreement may only be amended by the mutual written agreement of the parties. All amendments will be attached and made part of this Agreement.

ASSIGNMENT: Neither party may 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 other party. This Agreement shall be binding upon the heirs, successors and assigns of the parties.

ATTORNEY’S FEES: In the event that either party should be required to obtain an attorney to enforce any rights under this Agreement, the prevailing party shall be entitled to its costs and expenses, including reasonable attorneys’ fees, whether or not the matter is actually litigated.

AUTHORITY TO BIND: By signing this Agreement, Contractor, or the individual(s) signing on behalf of Contractor, represents, warrants and guarantees that they have the legal authority to bind the Contractor pursuant to the terms of this Agreement.

CHANGES IN SCOPE: 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, fee adjustments, any adjustment in time of performance, or any other significant factors arising from the changes in the scope of services.

CONFLICT OF INTEREST: Contractor represents that it shall prevent any transaction, activity, conduct or condition which would result in a conflict with the City’s interests under this Agreement. Contractor shall immediately notify City upon becoming aware of any such conflicts. Contractor shall cure any conflict within 30 days, unless such conflict is waived in writing by the City.

CONFLICT OF TERMS/ORDER OF PRECEDENCE: In the event of any conflict in the terms and conditions of this Agreement, the order of precedence shall be: (i) the terms and conditions included in the body of this Agreement; (ii) IFB 26-22; and (iii) Contractor’s Proposal. Any provision attempting to limit the liability of Contractor or which limits the rights of the City must be in writing and attached to this Agreement or it is rendered null and void. Contractor Terms and Conditions that apply must be in writing and attached to the Agreement. No other Contractor Terms and Conditions will apply to this Agreement including terms listed or referenced on a Contractor’s website, terms listed in a Contractor’s quotation/sales order, invoice, standardized form, etc.

CONTRACTOR'S EMPLOYEES AND SUBCONTRACTORS: Contractor's employees and subcontractors, if any, who perform Services under this Agreement shall also be bound by the provisions of this Agreement. All agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein.

CONTRACTOR RESPONSIBILITY: Contractor is solely responsible for fulfilling this Agreement, with responsibility for Work and Services provided under this Agreement.

Contractor shall be the sole point of contact regarding all matters relating to this Agreement. Contractor must incorporate Contractor’s responsibilities under this Agreement into every subcontract with its Subcontractors that will provide any Work or Services to the City under this Agreement. Moreover, Contractor is responsible for its Subcontractors compliance under this Contract.

COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute only one instrument.

ENTIRE AGREEMENT: This Agreement, including all attachments and exhibits hereto, constitutes the entire integrated agreement between the parties and supersedes any and all other prior and contemporaneous understandings, negotiations or agreements between the parties, whether oral or written.

ERRORS AND OMISSIONS: Contractor shall not take advantage of any errors and/or omissions in this Agreement. The Contractor must promptly notify the City of any errors and/or omissions that are discovered.

FORCE MAJEURE: Except for the obligation to pay for services appropriately rendered in accordance with this Agreement, neither party hereto will be held responsible for loss, damage, delay or default in shipment or performance occasioned by unforeseeable causes beyond the control and without the fault or negligence of the party, including, but not restricted to, fire, flood, epidemics, quarantine, strikes, riot, acts of God or the public enemy and/or war.

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 Salt Lake City, in the Third Judicial District Court for Salt Lake County or the United States District Court of Utah.

GOVERNMENTAL IMMUNITY: The City is a governmental entity subject to the provisions of the Governmental Immunity Act of Utah. Execution of this Agreement shall not constitute a waiver of any defense or limitation of liability under the Act by the City.

INDEMNIFICATION: Contractor shall fully indemnify, defend, and save harmless the City from all claims, losses, suits, actions, damages, and costs of every name and description arising out of Contractor’s performance of this Agreement caused by or that arise from any negligent, reckless or intentional act or omission 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 fault of the City or of independent third parties. This indemnity shall be interpreted in the broadest possible manner consistent with applicable law to indemnify the City.

The obligation to indemnify shall extend to and encompass all costs incurred by the City in defending such claims, demands, lawsuits or actions, including, but not limited to, attorney, witness and expert witness fees, and any other litigation related expenses.

Contractor shall pay any costs that may be incurred by the City in enforcing this indemnity, including reasonable attorney fees. 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. This indemnification obligation is not limited by, but is in addition to the insurance obligations contained in this Agreement.

INDEPENDENT CONTRACTOR STATUS: The parties expressly agree that Contractor, Contractor’s employees and any subcontractors are independent contractors and are not agents or employees of the City. Services rendered by Contractor under this Agreement are not rendered as a City employee and amounts paid under this Agreement do not constitute compensation paid to an employee. Contractor is solely responsible for Contractor’s own employment taxes, worker’s compensation premiums and similar expenses. Contractor represents and warrants that it is in compliance, and will remain in compliance during the term of this Agreement, with all federal, state and local laws relating to the payment of employment taxes, worker’s compensation premiums and the like. The City assumes no liability for the actions of Contractor.

INSURANCE: Contractor shall at all times during the term of this Agreement, at its sole cost and expense, procure and without interruption carry and maintain such insurance as will protect the City from claims arising out of the Services or Work described in this Agreement and performed by Contractor.

1. Minimum Scope and Limits of Insurance:

a. Worker’s Compensation Insurance: Contractor shall maintain Workers’ Compensation insurance for all its employees as well as any Subcontractor employees related to this Agreement. Worker’s Compensation insurance shall cover full liability under the worker’s compensation laws of the State of Utah at the statutory limits required by the State of Utah.

b. Commercial General Liability: Contractor shall procure and maintain

General Liability insurance, written on an “occurrence basis”. The limits of this insurance will be no less than two million dollars ($2,000,000.00) per occurrence and aggregate for bodily injury, personal injury and property damage. If such insurance contains a general aggregate limit, it shall apply separately to the work/location in this Agreement or be no less than three million dollars ($3,000,000.00).

c. Automobile Liability: Contractor shall procure and maintain Automobile

Liability insurance, with limits of liability not less than two million dollars ($2,000,000.00) combined single limits, per occurrence for bodily injury, including death, and property damage liability, covering all owned vehicles, all non-owned vehicles, and all hired vehicles. Coverage shall be written on an “occurrence basis.”

d. Umbrella or Excess Liability: If an Umbrella or Excess Liability policy is provided that shall apply to the Contractor’s General Liability and Automobile Liability Insurance, the language must be at least as broad as the primary or underlying policy(ies). Contractor is granted the option of arranging coverage under a single policy for the full limit required or by a combination of underlying policies with the balance provided by an Umbrella or Excess Liability policy equal to the total limit(s) required.

2. General Conditions, Endorsements and Policy Provisions:

a. All insurance coverage shall be issued from companies that are authorized, licensed and admitted to conduct business in the State of Utah.

b. Contractor shall provide proof of all required insurance policies to the City prior to execution of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time.

c. Contractor shall provide the City with thirty (30) days prior written notice before any coverage required hereunder is cancelled, materially changed, reduced in coverage or limits, or not-renewed.

d. For all coverages, Contractor’s insurer shall waive subrogation rights against the City. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation; however this provision shall apply regardless of whether the City has received a waiver of subrogation endorsement from the insurer.

e. Any failure of Contractor to comply with the reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, agents, employees and volunteers.

f. The policy or policies must be endorsed to provide that the Contractor’s insurance 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.

g. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with the insurance provided hereunder.

h. Contractor shall include any subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All subcontractors, sub-subcontractors and sub-consultants shall be subject to the requirements herein and shall procure and maintain the same insurance coverages required of the Contractor. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein.

3. Additional Insureds/Primary Coverage Endorsements: An endorsement is required stating that the City, its officers, officials, agents, employees, representatives and volunteers shall be named as additional insureds on General Liability, Automobile and/or Excess Liability/Umbrella insurance policies. An endorsement is required stating that the coverage afforded the City and its officers, officials, agents, employees, representatives and volunteers, as additional insureds, will be primary to any other coverage available to them, and that no act or omission of the City shall invalidate the coverage.

LAWS AND REGULATIONS: At all times during this Agreement, Contractor and all Services performed under this Agreement will fully comply with all applicable federal, state and local laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements. If this Agreement is funded by federal funds, either in whole or in part, then any federal regulation related to the federal funding will supersede these terms and conditions.

LIMITATION OF CITY’S LIABILITY: In no event shall the City be liable for anticipated profits or for incidental, indirect, consequential, liquidated or special damages. Any action resulting from any breach on the part of the City as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.

NO PRESUMPTION AGAINST DRAFTING PARTY: Each party agrees that it has had the opportunity to consult with legal counsel regarding the Agreement and to review it carefully. Each party enters this Agreement voluntarily. No presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement.

NO THIRD-PARTY BENEFICIARIES: City and Contractor are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give to any person, firm, corporation, or legal entity, other than the parties, any rights, remedies, or other benefits under or by reason of the Agreement.

NON-APPROPRIATION OF FUNDS: Contractor acknowledges that the City cannot contract for the payment of funds not yet appropriated by the Murray City Municipal Council (the “Council”). If funding to the City is not appropriated, is reduced due to an order by the Council or the City’s Mayor, or is required by State law, or if federal funding (when applicable) is not provided, the City may terminate this Agreement or proportionately reduce the services and purchase obligations from the City upon thirty

(30) days written notice. In the case that funds are not appropriated or are reduced, the City will reimburse Contractor for products delivered or services performed through the date of cancellation or reduction, and the City will not be liable for any future commitments, penalties, or liquidated damages. No act or omission by the City which is attributable to the non-appropriation of funds shall constitute a breach of or default under this Agreement.

NOTICE: Any notice or communication required or permitted to be given in accordance with this Agreement shall be in writing and must be personally delivered, mailed by United States first-class mail, postage prepaid, or sent by email, in each case properly addressed to the addresses of the parties indicated in the Agreement, or at such other addresses as may hereafter be furnished in writing by either party hereto to the other party. All notices will be effective upon receipt and will be deemed to have been received three (3) days after deposit in the United States mail or upon email confirmation.

OFFICIALS, AGENTS AND EMLOYEES OF CITY NOT PERSONALLY LIABLE: In no event shall any official, officer, employee, agent, representative or volunteer of the City be in any way personally liable or responsible for any covenant or agreement herein contained whether expressed or implied, nor for any statement, representation or warranty made herein or in any connection with the Agreement, or for any alleged or actual breach or default of the City’s obligations hereunder.

RELATIONSHIP OF PARTIES: The relationship of the parties established by this Agreement is solely that of independent contractors. This Agreement does not create any joint venture, partnership, undertaking, or business arrangement between the parties hereto.

REMEDIES: Upon default or material breach of this Agreement, the City may seek all legal and equitable remedies to which it is or may be entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy not specified hereunder.

Cover Costs. Such remedies may include obtaining replacement services from another source, subject to the Contractor being responsible for any cover costs. If Contractor fails to meet any completion date or resolution time set forth in this Agreement (including the attachments or exhibits), the City may take any of the following actions with or without terminating this Agreement, and in addition to and without limiting any other remedies it may have:

Employ such means as it may deem advisable and appropriate to perform itself or obtain the services from a third party until the matter is resolved and the Contractor is again able to resume performance under this Agreement;

Deduct any and all expenses incurred by the City in obtaining or performing the services from any money then due or to become due to the Contractor and, should the City’s cost of obtaining or performing the services exceed the amount due the Contractor, collect the amount due from Contractor.

City’s Right to Withhold Payment. If Contractor breaches any provision of this Agreement, the City shall have the right to withhold all payments due the Contractor until such breach has been fully cured.

Specific Performance and Injunctive Relief. Contractor agrees that monetary damages are not an adequate remedy for the Contractor’s failure to provide the services as required by this Agreement, nor could monetary damages be the equivalent of the performance of such obligation. Accordingly, Contractor hereby consents to an order granting specific performance of such obligation of the Contractor in a court of competent jurisdiction within the State of Utah. Contractor further consents to the City obtaining injunctive relief (including a temporary restraining order) to assure performance in the event the Contractor breaches the Agreement.

Notwithstanding the above, Contractor shall not be relieved of any liability to the City for damages sustained by the City by virtue of any breach of the Agreement by Contractor.

REPAIR OR REPLACEMENT OF DAMAGED EQUIPMENT OR FACILITIES: In the event that Contractor causes damage to City equipment or facilities, Contractor shall, at its own expense, promptly repair or replace such damaged items or facilities to restore them to the same level of functionality that they possessed prior to Contractor’s action, normal wear and tear excluded.

REPORTING: Contractor shall, within twenty-four (24) hours of the occurrence, report to the City any damage to public or private property, or injury to any person, caused by Contractor, its equipment or employees.

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.

SECTION HEADINGS: Section headings are for convenience only and shall not affect the interpretation of this Agreement.

SEVERABILITY: In case any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable statute or rule of law, then such provisions shall be deemed inoperative to the extent that they are invalid, illegal or unenforceable, and the remainder of this Agreement shall continue in full force and effect.

STANDARD OF CARE: The Services of Contractor and its Subcontractors shall be performed in accordance with the standard of care exercised by licensed and reputable members of their respective professions having substantial experience providing similar services which similarities include the type, magnitude, and complexity of the Services that are the subject of this Agreement. Contractor shall be liable to City for claims, liabilities, additional burdens, penalties, damages, or third party claims (i.e. another Contractor’s claim against the City), to the extent caused by wrongful acts, errors, or omissions that do not meet this standard of care.

SURVIVAL OF TERMS: Termination or expiration 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. All provisions of this Agreement that would reasonably be expected to survive the termination or expiration of this Agreement will do so.

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 formal written notice pursuant to the terms of this

Agreement. Contractor’s responsibilities may be reinstated upon advance formal written notice from the City.

TERMINATION:

FOR BREACH. If either party shall commit a material breach of any of the terms and conditions of this Agreement and shall fail to cure such breach within ten (10) calendar days of written notice thereof, the non-breaching party may then terminate this Agreement upon giving written notice to the defaulting party.

FOR CONVENIENCE. Either party may terminate this Agreement at any time with or without cause upon giving ten (10) calendar days prior written notice to the other Party.

Termination under this section shall not give rise to any claim against the City for damages or for compensation in…