Revised November 2022

PROJECT MANUAL

for

ON-CALL GEOTECHNICAL INVESTIGATION AND ANALYSIS

ENVIRONMENTAL SERVICES

JOB NO. ONC26010

DEPARTMENT of PUBLIC SERVICES

ARCHITECTURE & CONSTRUCTION MANAGEMENT DIVISION

349 SOUTH 200 EAST STREET, SUITE 100

P.O. Box 145506

SALT LAKE CITY, UTAH 84114-5506

DIRECTOR JORGE CHAMORRO

CITY ARCHITECT SEAN A. FYFE, AIA

SALT LAKE CITY CORPORATION

Salt Lake City, Utah

TABLE OF CONTENTS

Document Name Page Numbers

00001 Table of Contents

00100 Solicitation for Term CONSULTANT

00300 Instructions to CONSULTANT

00310 Supplemental Instructions

00320 Preference Ranking Form

00400 Request for Proposal Form

00410 Ethical Standards Form

00500 Professional Services Agreement

00700 General Conditions

01110 Summary of Work

01290 Payment Procedure

DOCUMENT 00100

SOLICITATION FOR CONSULTANT

PART 1 GENERAL

1.1 PROFESSIONAL SERVICE CONTRACT

A. CONSULTANTS are invited to submit a proposal to provide services for a Geotechnical Investigation and Analysis & Environmental Services term contract numbered as Job No. ONC26010.

B. For additional information, please submit questions to the Bonfire project website at https://utah.bonfirehub.com/projects. Questions are due by 5:00 p.m. on February 19, 2026. Responses to questions will be issued via an addendum posted to the Bonfire project website.

C. CONSULTANTS should be made aware that Salt Lake City Corporation is an equal opportunity employer.

1.2 DESCRIPTION OF WORK

A. The work will consist of providing: The following services for various City projects:

a) Subsurface investigation and b) Pavement design and designs for soil stabilization techniques and c) preparation of environmental documents for various City projects.

B. The term of service shall be from April 1, 2026 to December 31, 2029.

1.3 EXAMINATION AND PROCUREMENT OF DOCUMENTS

A. The request for solicitation, scope of work and submittal requirements will be available to be viewed and downloaded at the following website:

https://utah.bonfirehub.com/projects. Hard copies will not be available.

1.4 SUBMISSIONS

Proposals (Document 00400) shall be received electronically at https://utah.bonfirehub.com/projects until 2:00 p.m. on February 25, 2026. E-mails or downloads from shared sites shall not be considered. Late proposals shall not be accepted.

1.5 RIGHT TO REJECT SOLICITATION

The City reserves the right to reject any or all Proposals or to waive any informality or technicality if deemed to be in the best interest of the City.

1.6 AMERICANS WITH DISABILITIES (ADA)

In compliance with Americans with Disabilities Act (ADA), the following information is provided; TDD number: (801) 535-6224; Email: debby.newton@slc.gov; contact person:

Debby Newton, Facilities Support Coordinator, Architecture and Construction Management Division, Department of Public Services. If assistance is required, please contact the above office 72 hours prior to the due date.

1.7 COMPLY WITH LAWS, ORDINANCES, REGULATIONS, AND RULES

CONSULTANT will be required to obey all federal, state, county, and municipal laws, ordinances, regulations, and rules applicable to its operations. Said laws include, but are not limited to, the Equal Employment Opportunity laws, the Fair labor Standards Act, Occupational Safety & Health Administration (OSHA) laws, Family Medical Leave Act and Utah Immigration Accountability and Enforcement Act (Utah Code Title 63G, Chapter 12). Any violation of applicable laws shall constitute a breach of the Professional Services Agreement and CONSULTANT will be required to hold the City harmless from any and all liability arising out of, or in connection with, said violations including any attorney’s fees and costs incurred by the City as a result of such violation.

PUBLICATION: February 8, 15, 22, 2026

END OF DOCUMENT

DOCUMENT 00300

INSTRUCTIONS TO CONSULTANT

1.1 DOCUMENT INCLUDES

A. This document includes the proposal requirements when Salt Lake City Corporation solicits professional services from CONSULTANTS.

1.2 DEFINITIONS

A. Terms used in the solicitation documents which are defined in Article 1.1 of the

General Conditions will have the meanings indicated in the General Conditions.

B. SHORT LISTED FIRMS: The firms selected by the City who are invited to submit additional information during the selection process.

1.3 PREPARATION OF PROPOSALS

A. All cost related to the preparation of the Proposal and any related activities are the sole responsibility of the CONSULTANT. The City assumes no liability for any costs incurred by CONSULTANTS throughout the entire selection process.

1.4 INFORMATION MADE PUBLIC

A. Even after the CONSULTANT is selected no information regarding the Proposal will be made public until a formal contract is signed between the CONSULTANT and the City.

1.5 CONTRACT FORM

A. The successful CONSULTANT shall be required to enter into a written agreement with the City. The City’s standard form of Agreement for professional services (Document 00500) and modified as appropriate shall be utilized.

B. Salt Lake City Corporation is an equal opportunity employer.

C. This request for proposals is governed by Salt Lake City Code Chapter 3.24 and the

City’s procurement regulations.

1.6 CONTACT WITH CITY EMPLOYEES

A. All CONSULTANTS interested in this project will refrain under penalty of disqualification from direct or indirect contact for the purpose of influencing the selection or creating bias in the selection process with any person who may be involved in the selection process. This policy is intended to create a level playing field for all potential CONSULTANTS. All contact on this selection process shall be addressed to the authorized representative identified in document 00100.

1.7 INTEREST IN SUSTAINABILITY, RECYCLING, AND OTHER ENVIRONMENTAL

MATTERS

The City has an interest in measures used by its suppliers to ensure sustainable operations with minimal adverse impact on the environment. Please state whether your firm has a formal sustainability program or policy and, if so, please attach a copy to your proposal.

Please list measures such as alternative fuel vehicles, recycling measures, and energy reduction measures used by your firm in its operations.

1.8 SUBMITTALS

A. A joint venture may submit a bid, proposal or other offer or submission if the circumstances of the joint venture are acceptable to the City Architect . The joint venture must obtain this determination before a contract may be signed.

B. All information included in the proposal shall be public information after its receipt by the City.

C. CONSULTANT must submit electronically via Bonfire the following and in the order herein:

1. A cover letter

2. A proposal (Document 00400)

3. A letter stating that part 3, General Conditions and paragraph 4.3, General

Conditions have been reviewed with insurance agents and legal staff, and if selected, the CONSULTANT will execute an agreement containing the language as presented therein. (Proposal shall be rejected if not included)

4. A signed document 00410, Ethical Representation. (Proposal shall be rejected if not included)

5. Information requested in 1.7 above (Interest in sustainability, recycling, and other environmental matters).

6. Written description of procedures to ensure projects are completed on time.

7. Include at CONSULTANT’S option, a maximum of one page of information not included in other submittals that CONSULTANT feels may be appropriate and applicable to this project.

8. An organization chart listing key individuals. Identify the principal-in-charge, , as well as the City’s contact during the term of this agreement.

9. A statement, not to exceed two pages, explaining your understanding of, approach to and importance of the preparation of environmental documents for the City projects. Discuss Consultant’s understanding of federal, state and local environmental laws and policies.

D. Mark the submittal “On-Call Geotechnical Investigation and Analysis & Environmental Services, Job No. ONC26010”.

E. Submission Deemed Agreement: Submission of a bid, proposal or other offer or submission constitutes the bidder’s or offeror’s agreement to all of the terms, conditions and provisions of the bid or proposal package, or other solicitation documents. In addition, submission of a bid, proposal or other offer constitutes a waiver of any claim to confidentiality or any protest based on such a claim. By the submission of any bid, proposal or other offer or submission, the bidder or offeror represents that the matters stated therein are true and correct.

F. It is the responsibility of CONSULTANT, before making its submission, to consider federal, state, and local laws and regulations (including the Utah Immigration Accountability and Enforcement Act, Utah Code Title 63G, Chapter 12) that may affect cost, progress, performance, or furnishing of the work.

PART 2 SELECTION PROCEDURE

2.1 SHORT LIST

A. After the closing date, the City will analyze the proposals and may establish a short list for interviews. The City may select the final CONSULTANT from the proposals submitted. In this case, interviews will not be scheduled.

2.2 FINAL SELECTION PROCEDURE (if an interview is scheduled).

A. The following will be used to establish a preference ranking.

1. The oral interview

2. The CONSULTANT’s experience, expertise, and understanding of project requirements.

3. CONSULTANT’s approach to accomplishing the work in a timely manner.

4. Communication skills of individual responsible for overseeing the preparation of the environmental documents and his/her ability to form successful working relationships.

B. After completing the foregoing evaluation, a preference ranking will be established.

Thereafter, negotiations for contract purposes will be initiated with the top ranked

CONSULTANT.

DOCUMENT 00310

SUPPLEMENTAL INSTRUCTIONS

1.1 INTRODUCTION

A. Evaluation Criteria

1. See preference ranking form (Document 00320)

1.2 SCHEDULE

A. The tentative schedule for the selection process is as follows subject to change at the

City’s sole discretion.

1. Proposals due February 25, 2026.

2. Notification of short list if established, March 4, 2026.

3. Interviews, if required, week of March 9, 2026.

4. Notification of selected CONSULTANT week of March 16, 2026.

1.3 INSTRUCTIONS FOR SUBMITTAL OF A DETAILED TECHNICAL PROPOSAL

A. A detailed technical proposal is not required. If requested, instructions for submittal of a detailed technical proposal will be provided to the short listed firms.

1.4 INTERVIEW ATTENDEES (If required by the City)

A. A maximum of three individuals may attend the interview.

B. The Geotechnical Engineer must be one of the attendees, and the individual responsible for overseeing the preparation of the environmental documents.

1.5 BILLING RATES

A. Billing rates will not be used to evaluate submitted proposals.

B. Provide hourly billing rates for the following.

1. Project Manager

2. Project Engineer

3. Staff Engineer or Geologist

4. Field Engineer or Geologist

5. Draftsman

6. Clerical

7. Drill Rig & Crew

8. Drilling and sampling

9. Mobilization, demolition, standby

10. Traffic control devices or services C. The hourly rates shall cover all costs of labor, materials, equipment and miscellaneous items necessary to complete the work.

1.6 GEOTECHNICAL INVESTIGATION COST PER TEST (required from selected

CONSULTANT only) A. Provide a cost for the following tests. The cost shall cover labor, materials, equipment and miscellaneous items necessary to complete the test in accordance with the latest revision.

1. AASHTO T86 – Investigation and sampling soils and rock for engineering purposes.

2. AASHTO T87 – Dry preparation of disturbed soil and soil aggregate samples for test.

3. AASHTO T88 – Particle size analysis of soils

a. 6” to #200 sieve

b. 1-1/2” to #200 sieve only

c. Less than #200 sieve only

d. Hydrometer analysis (add)

4. AASHTO T89 – Determining the liquid limits of soil

a. Method A

b. Method B

5. AASHTO T90 – Determining plastic limit and plasticity index included in T-89-76 index of soils

6. AASHTO T99 – Moisture-Density relations of soil using 5.5 lb. rammer and 12” drop

a. Methods A & C

b. Methods B & D

7. AASHTO T100 – Specific gravity of soils

8. AASHTO T236 – Direct shear tests of soil under consolidated drained conditions

9. AASHTO T251 – Soil investigation and sampling by Hollow stem auger borings

10. AASHTO T252 – Measurement of pore pressure in soils

11. AASHTO T254 – Installing, monitoring and processing data of the Traveling Type

Slope Inclinometer

12. AASHTO T191 – Density of soil in place by the sand cone method

13. AASHTO T238 – Density & moisture content of soil

14. AASHTO T239 – Soil aggregate in place density by nuclear methods (shallow depth)

15. AASHTO T146 – West Preparation of disturbed soil samples for test

16. AASHTO T180 – Moisture-density relations of soils using 10 lb rammer and 18” drop

a. Methods A & C

b. Methods B & D

17. AASHTO T190 – Resistance R-Value and expansion pressure of compacted soils

18. AASHTO T193 – California bearing ratio (per point)

19. AASHTO T194 – Determination of organic matter in soils

20. AASHTO T203 – Soil investigation and sampling by auger boring

21. AASHTO T206 – Penetration test and split barrel sampling of soils

22. AASHTO T207 – Thin-walled tube sampling of soils

23. AASHTO T208 – Unconfined compressive strength of cohesive soil

a. Controlled Strain Method

b. Stress Strain Curve

24. AASHTO T215 – Permeability of granular soils

25. AASHTO T216 – One dimensional consolidation properties of soil

a. Time readings

b. Untimed readings

26. AASHTO T223 – Field van shear test in cohesive soil

27. AASHTO T266 – Triaxial compressive strength of undrained rock core specimens without pore pressure measurements

28. AASHTO T234 – Strength parameters of soils by triaxial compression

a. Consolidated undrained (CU)

b. Consolidated drained (CD)

c. Unconsolidated undrained (UU)

29. AASHTO T168 – Sampling Bituminous Paving Mixtures.

DOCUMENT 00320

SAMPLE PREFERENCE RANKING FORM

Proposal for On-Call Geotechnical Investigation and Analysis & Environmental Services

Job No. ONC26010 Give a score of (1) weak or (5) strong

CONSULTANT YES NO

1. Letter stating part 3 General Conditions and paragraph 4.3 of the General Conditions are acceptable.

“Yes” if included and “No” if not included.

(will be rejected if not included)

2. Signed Ethical Clause received – “Yes” or “No” Do not rate if not included.

(will be rejected if not included)

3. Sustainability, recycling, and other environmental matters – “Yes” or “No”

4. Provide an organization chart listing key individuals “YES” if included and “NO” if not included

SCORING

5. Describe procedures to ensure projects are completed on time.

6. Specific project experience.

5 projects within 3 years.

7. Capacity of firm to complete the work/personnel.

8. Two-page statement explaining your understanding of, approach to, and importance of preparation of environmental documents.

9. Individual experience

TOTAL SCORE (ADD ITEMS 5-9):

DOCUMENT 00400

REQUEST FOR PROPOSAL FORM

PART 1 GENERAL

1.1 CONSULTANT

A. Name:

B. Address:

C. Telephone No.:

D. Email address:

E. Tax I.D. No.:

F. If a joint venture, indicate which is the lead firm.

1.2 PROFESSIONAL SERVICES CONTRACT

A. On-Call Geotechnical Investigation and Analysis & Environmental Services, Job No.

ONC26010

1.3 ADDENDAS

A. List Addenda Received:

1.4 SUBCONSULTANTS: Identify the firm to provide the following services: (Additional resumes; project information, etc. is not required from subconsultant)

FIRM LOCATION

Geotechnical Investigation:

Driller:

Environmental Services:

Other subconsultants to be used by the CONSULTANT:

1.5 SPECIFIC PROJECT TYPE EXPERIENCE – DETAILED (to be submitted by

CONSULTANT only). (List only projects completed within last five years). Limit number of projects to five. Emphasize projects completed for governmental agencies, including preparation of environmental documents for governmental agencies.

Photos related to the specific project type experience submittal are acceptable in the submittal.

PROJECT NAME/START AND END DATES OF PROJECT:

OWNER:

CONTACT (Name/Position/Title):

TEAM MEMBERS WHO WORKED IN THIS PROJECT:

CURRENT PHONE NO.:

SUB-CONSULTANTS:

PROJECT REQUIREMENTS:

1.6 CAPACITY OF FIRM: (for CONSULTANT only)

CURRENT NUMBER OF EMPLOYEES:

NUMBER OF EMPLOYEES WITH PROFESSIONAL LICENSING:

COMPOSITION OF STAFF BY DISCIPLINE:

FIRM’S CURRENT WORKLOAD: (LIST PROJECT TITLE, BUDGET AND

PERCENTAGE OF WORK REMAINING)

IN VIEW OF CURRENT WORKLOAD, DESCRIBE YOUR FIRM’S ABILITY TO

PROVIDE SERVICES IN A TIMELY MANNER.

LIST TWO CLIENTS WHO MAY BE CONTACTED CONCERNING SERVICES

PERFORMED:

1. Company:

Contact person:

Title:

Current Phone No:

Project name and location:

2. Company:

Contact person:

Title:

Current Phone No:

Project name and location:

1.7 INDIVIDUAL EXPERIENCE/RESUME: (for CONSULTANT only)

(Provide a separate sheet for each person on CONSULTANT’s staff who will be involved with this project

Photos are acceptable on the resumes.

Name of Individual:

Position Title - This Project:

Education:

Licenses/Registration:

Work Experience Similar to this Project completed within Past Five Years.

DOCUMENT 00410

ETHICAL STANDARDS

Representation Regarding Ethical Standards for City Officers and Employees and

Former City Officers and Employees.

1. CONSULTANT represents it he has not:

a. 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.

b. Retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business.

c. Knowingly breached any of the ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or

d. 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's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code.

Signature Date

DOCUMENT 00500

PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT is made and entered into as of , 20 between SALT LAKE CITY CORPORATION, a Utah municipal corporation (the "City"), and

[name] , a [state where organized and type of entity], of

[address] ("CONSULTANT").

RECITALS

WHEREAS, the City and CONSULTANT desire to enter into an agreement for

CONSULTANT to provide specified services for the term specified below.

NOW, THEREFORE, in consideration of the foregoing recitals and the following mutual promises and considerations, the parties agree to the following:

TERMS

PART I. CONSULTANT SERVICES

1.1 WORK

A. CONSULTANT shall perform the service specified in the contract known as On-

Call Geotechnical Investigation and Analysis & Environmental Services for Job

No. ONC26010 including the General Conditions (Document 00700, Exhibit

“A”); Summary of Work (Document 01110 Exhibit “B”); Payment Procedures

(Document 01290, Exhibit “C”); and Billing Rates, (Exhibit “D”).

1.2 CONSULTANT REPRESENTATIVE

A. CONSULTANT has designated [name, title, address and phone number] as CONSULTANT's representative who shall have authority to act on behalf of

CONSULTANT. CONSULTANT shall not change CONSULTANT's representative without at least seven (7) days prior written notice to the City. Any replacement for CONSULTANT's representative shall be at least as qualified for the work as the person being replaced and must be approved by the City.

1.3 COMMENCEMENT OF WORK

A. The work of CONSULTANT shall begin on the date of execution of this

Agreement and after a Notice to Proceed is issued for any specific work project.

PART 2 TERM

2.1 TERM

A. The initial term of this Agreement shall be from April 1, 2026 to and including

December 31, 2029. The City will not give a written Notice to Proceed for any new project after December 31, 2029. Requests for payments for prior authorized projects which extend in duration beyond December 31, 2029, shall be received and processed after December 31, 2029. This agreement may be amended to extend the term for one (1) additional year.

2.2 CITY FUNDING

A. CONSULTANT acknowledges that the continuation of this Agreement after the end of the City's fiscal year is specifically subject to the City's securing funding for CONSULTANT's work.

2.3 NON-EXCLUSIVITY

A. CONSULTANT acknowledges that the City has or may hire other consultants to perform work similar to that which is within CONSULTANT's scope of work under this Agreement. CONSULTANT further acknowledges that this

Agreement is not a guarantee of the assignment of any work and that the City, in its sole discretion may assign work to various consultants.

2.4 COMPENSATION

A. Basic Services. For the Basic Services the City shall pay CONSULTANT as specified in Exhibit “C” and Exhibit “D”. Billing rates may be amended upon extension of this agreement for one (1) additional year.

2.5 CITY’S RESPONSIBILITY

A. City’s Program for the Work. The City shall provide to CONSULTANT full information regarding the City’s requirements for any specific work project.

B. City’s Project Manager. The City has designated Sean A. Fyfe, AIA, or his designee as City’s Representative, who shall have authority to act in the City’s behalf with respect to any specific work project.

C. City’s Performance. The City shall examine documents submitted by

CONSULTANT, furnish required information and services, and render approvals and decisions promptly so as to avoid unreasonable delay in the progress of

CONSULTANT’s services.

2.6 ASSIGNMENT

A. This Agreement shall not be assigned by either party without the prior written consent of the other.

2.7 NOTICES

A. Regular Notices. Notices to the City provided for herein shall be sufficient if sent by certified mail, postage prepaid, or overnight delivery service for which a delivery receipt is required, addressed to:

Sean A. Fyfe, AIA Salt Lake City Architecture & Construction Management Division 349 South 200 East, Suite 600 P.O. Box 145506 Salt Lake City, UT 84114-5506 Phone: (801) 535-6344

With copies to:

City Attorney 451 South State Street, Room 505A P.O. Box 145478 Salt Lake City, UT 84114-5478 Fax No. (801) 535-7640

Notices to CONSULTANT provided for herein shall be sufficient if sent by certified mail, postage prepaid, or overnight delivery service for which a delivery receipt is required, addressed to:

[Fill in Consultant’s Contact Information]

B. Effectiveness of Notice. Notices sent by certified mail or overnight delivery as provided in subparagraph "A" above shall be effective on the date on which such notice was sent.

C. Email Notice. Notice may be sent by email. Email notice shall be effective on the date of transmission provided that a confirmation establishing the successful transmission of the notice is sent by first class mail, postage prepaid, along with a copy of the notice, no later than twenty-four (24) hours after the email notice is transmitted.

D. Email Notice Required. If any notice is required under this Agreement with a period less than seven (7) days, such notice shall be sent by email as provided in subparagraph (C) above.

E. Saturdays, Sundays and Legal Holidays. If the time for response to any notice expires on Saturday, Sunday or a legal holiday in the state of Utah, the time shall be extended to 5:00 p.m. local time on the next business day.

2.8 NO THIRD-PARTY BENEFICIARIES

A. CONSULTANT assumes no duty or responsibility under this Agreement which may be construed as being for the benefit of or enforceable by any contractor, subcontractor, sub-subcontractor, or any of their surety companies or any other third party. CONSULTANT’s obligations are solely to the City. This Agreement confers no third-party rights whatsoever.

2.9 CAPITALIZED TERMS.

A. Terms capitalized in this Agreement which are defined in this Agreement shall have the meaning specified in this Agreement. Other terms are capitalized solely for convenient reference.

2.10 GOVERNMENT RECORDS ACCESS AND MANAGEMENT ACT

A. The City is subject to the requirements of the Government Records Access and

Management Act, Chapter 2, Title 63G, Utah Code Annotated, 1953, as amended, or its successor, and Chapter 2.64, Salt Lake City Code (entitled “City Records”), or its successor (collectively, "GRAMA"). All materials submitted by

CONSULTANT pursuant to this Agreement are subject to disclosure based on business confidentiality unless such materials are exempt from disclosure pursuant to GRAMA. The burden of claiming an exemption from disclosure rests solely with CONSULTANT. Any materials for which CONSULTANT claims a privilege from disclosure based on business confidentiality shall be submitted marked as "Confidential - business confidentiality" and accompanied by a concise statement from CONSULTANT of reason supporting CONSULTANT’s claim of business confidentiality. The City will make reasonable efforts to notify

CONSULTANT of any requests made for disclosure of documents submitted under a claim of confidentiality. CONSULTANT may, at CONSULTANT's sole expense, take any appropriate actions to prevent disclosure of such material.

CONSULTANT specifically waives any claims against the City related to any disclosure of materials pursuant to GRAMA.

2.11 REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY

OFFICERS AND EMPLOYEES AND FORMER CITY OFFICERS AND

EMPLOYEES

A. 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, or brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (3) knowingly breached any of the ethical standards set forth in the

City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or

(4) 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's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code.

2.12 COMPLETE AGREEMENT.

A. This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all prior negotiations, representations or agreements either written or oral, and cannot be altered, amended or modified except in a writing signed by both parties.

B. CONSULTANT’s specific terms and conditions if any, that may be attached to a specific work proposal from CONSULTANT in response to a request from the

City for a work project proposal shall not be part of the contract. This Agreement and the General Conditions herein shall govern.

2.13 GOVERNING LAW AND VENUE.

A. This Agreement shall be governed by the laws of the state of Utah, and venue shall be in Salt Lake County, Utah.

2.14 COMPLIANCE WITH LAW AND REGULATIONS; UTAH IMMIGRATION

ACCOUNTABILITY AND ENFORCEMENT ACT

A. CONSULTANT shall obey all federal, state, county, and municipal laws, ordinances, regulations, and rules applicable to its operations. Said laws include, but are not limited to, the Equal Employment Opportunity laws, the Fair Labor

Standards Act, Occupational Safety & Health Administration (OSHA) laws, Family Medical Leave Act (FMLA), the Americans with Disabilities Act (ADA), and the Utah Immigration Accountability and Enforcement Act (Utah Code Title

63G, Chapter 12). Any violation of applicable laws shall constitute a breach of this Agreement and CONSULTANT will be required to hold the City harmless from any and all liabilities arising out of or in connection with said violations including any attorney’s fees and costs incurred by the City as a result of such violation.

B. CONSULTANT represents that it has registered with and is participating in the

Status Verification System under the Utah Immigration Accountability and

Enforcement Act (Utah Code Title 63G, Chapter 12), to verify the work eligibility status of CONSULTANT’S new employees that are employed in Utah. In addition, CONSULTANT represents that each consultant or subconsultant who is working under or for CONSULTANT has certified to CONSULTANT by affidavit that such consultant or subconsultant has verified through the Status

Verification System the employment status of each new employee of such respective consultant or subconsultant.

IN WITNESS WHEREOF, the parties have signed this Agreement to be effective as of the day and year first above written.

SALT LAKE CITY CORPORATION

By:

Printed:

Title:

Approved as to form:

Date:

SALT LAKE CITY

ATTORNEY'S OFFICE

ATTEST and COUNTERSIGN:

CITY RECORDER

By: _____________________________ Printed: _________________________ Title: ___________________________

STATE OF ________ )

: ss.

COUNTY OF ________ )

The foregoing professional services agreement was acknowledged before me this _________ day of , 20 , by ________________________________, as _______________________, of , .

[company name] [type of entity]

NOTARY PUBLIC, residing in ______ County, ______

My Commission Expires: Notary’s Seal

EXHIBIT “A”

DOCUMENT 00700

GENERAL CONDITIONS

1.1 INTRODUCTION

A. Wherever used in these General Conditions or in other Contract Documents the following terms have the meanings indicated which are applicable to both the singular and plural thereof.

B. CONSULTANT: A corporation, partnership, limited liability company, individual or joint venture that complies with applicable Utah state statutes.

1.2 SAFETY

A. CONSULTANT shall take all necessary safety precautions and comply with all applicable provisions of federal, state of Utah and municipal safety laws and building codes to prevent accidents or injury to its employees, agents or subconsultants and to protect other persons on, about or adjacent to the premises where CONSULTANT’s work is being performed from any accidents or injuries caused by CONSULTANT, its agents or subconsultants. This safety requirement shall not relieve any contractor performing work on a specific project from complying with the safety requirements of its contract, nor shall it make CONSULTANT responsible for the contractor’s compliance with the safety requirements. The City’s Representative or designee may stop CONSULTANT’s work if safety laws or safe work practices are not being observed.

1.3 DAMAGE TO PROPERTY

A. CONSULTANT shall be responsible for any and all damage to property belonging to the City and the City’s tenants to the extent it is caused by an act or omission of CONSULTANT, its agents or employees. CONSULTANT shall be responsible for repairing any damaged property and shall pay the cost therefore.

1.4 LICENSES

A. CONSULTANT shall possess and keep current all state and local licenses required for the services to be performed by it pursuant to this Agreement.

1.5 INDEPENDENT CONTRACTOR

A. CONSULTANT is an independent contractor and not an employee of the City. Except as specifically provided in this Agreement, CONSULTANT has no authority to act on behalf of the City.

PART 2 SERVICE STANDARDS AND QUALITY ASSURANCE

2.1 CONFORMANCE TO LAWS

A. CONSULTANT shall be knowledgeable of and CONSULTANT's work product for any specific work project shall conform to, all applicable federal, state of Utah, City and other local laws, regulations and ordinances, including the Utah Immigration Accountability and Enforcement Act, Utah Code Title 63G, Chapter 12.

2.2 QUALITY ASSURANCE

A. CONSULTANT shall be solely responsible to the City for the quality of all services performed by CONSULTANT or any of its consultants under this Agreement. All services furnished by CONSULTANT or any of its consultants shall be performed in accordance with their best professional judgment and skill, in a timely manner, and shall be fit and suitable for the purposes intended by the City. The foregoing standard shall not be construed, and is not intended, to require CONSULTANT to exercise professional skill greater than, or to utilize techniques more advanced than, such as are now generally exercised and utilized by major firms in the United States in the same business as CONSULTANT.

2.3 REASONABLE COMPLIANCE WITH AND IDENTIFICATION OF APPLICABLE

SERVICE STANDARDS

A. Listing of standards in this section does not relieve CONSULTANT from complying with all applicable standards whether or not listed here. CONSULTANT's work shall comply with:

1. The Americans with Disabilities Act;

2. Manual of Standard Specifications (Current Edition) as published by the Utah Chapter of the American Public Works Association;

3. Manual on Uniform Traffic Control Devices (MUTCD) latest edition as published by the Federal Highway Administration (FHWA);

4. Utah Department of Transportation (UDOT) standards (City standards take priority over UDOT standards);

5. Salt Lake City CADD Standards as published by Salt Lake City Corporation, Department of Community and Economic Development, Engineering Division.

6. Salt Lake City Communications & Engagement Guide for Consultants.

7. All applicable building codes, laws or regulations; and

8. All other applicable standards and regulations.

2.4 COST MINIMIZATION

A. CONSULTANT’s work shall at all times incorporate such designs and practices as are reasonably practicable to minimize the City’s cost for any specific work project and any ongoing cost of maintenance or operation.

PART 3 CONTRACT DOCUMENTS

3.1 CITY OWNERSHIP OF DOCUMENTS

A. All data used in compiling CONSULTANT’s work, and the results of any tests or surveys, as well as all photographs, drawings, electronically stored records of work performed, renderings, specifications, schedules, CONSULTANT’s work, data processing output, computations, studies, audits, research, reports, models and other items of like kind prepared by CONSULTANT its employees and Consultants shall be the sole and exclusive property of the City, and the City shall own all intellectual property rights thereto whether the specific work project for which they are made is undertaken or not. CONSULTANT may retain reproducible copies of all of the foregoing documents for information and reference and customary marketing and public relations. The originals of all of the foregoing documents shall be delivered to the City promptly upon completion thereof. This provision may be enforced by an order of specific performance and is independent of any other provision of this Agreement. Compliance by CONSULTANT with this paragraph shall be a condition precedent to the City’s obligation to make final payment to CONSULTANT.

3.2 OTHER USES OF DOCUMENTATION.

A. CONSULTANT is hereby granted an irrevocable, royalty free, worldwide, perpetual license to use, reproduce, copy, distribute, and make derivatives of its work product under this Agreement regardless of whether this Agreement has been terminated, CONSULTANT’s scope of services has been modified, or CONSULTANT’s services under this Agreement have been completed.

B. Documents created by CONSULTANT for any specific work project shall be utilized by the City for the specific work project only, and CONSULTANT's liability in connection with their use shall be limited to the use of such documents for the specific work project. To the extent permitted by law, the City shall indemnify CONSULTANT against any claims arising from the use by the City of the foregoing documents on any other project or on any modification to any specific work project after completion unless CONSULTANT is employed by the City for such modification.

3.3 INTERNET BID WEBSITE

A. Documents created by CONSULTANT for any specific work project may be posted by the City on an Internet bid website.

3.4 ELECTRONIC MEDIA

A. Limit Use to Hard Copies. As a component of the services provided under this Agreement, CONSULTANT shall deliver electronic copies of certain documents or data (the “Electronic Files”) in addition to printed copies (the “Hard Copies”) for the convenience of the City. City and its CONSULTANTs, contractors, and subcontractors may only rely on the Hard Copies furnished by CONSULTANT to City. If there is any discrepancy between any Electronic file and the corresponding Hard Copy, the Hard Copy controls.

B. Acceptance Procedure. City acknowledges that Electronic Files can be altered or modified without CONSULTANT’s authorization, can become corrupted, and that errors can occur in the transmission of such Electronic Files. City agrees that it will institute procedures to preserve the integrity of the Electronic Files received from CONSULTANT until acceptance. City further agrees that it will review the Electronic Files immediately upon receipt and conduct acceptance tests within thirty (30) days, after which period City shall be deemed to have accepted the Electronic Files as received. CONSULTANT shall undertake commercially reasonable efforts to correct any errors in the Electronic Files detected within the 30 day acceptance period.

CONSULTANT shall not be responsible to maintain the Electronic Files after acceptance by City.

C. Electronic File Delivery. Files shall be compatible with current City Engineering software. Files that are to be delivered shall be in the following format: AutoCAD.dwg files, .ctb files (color table file) for proper plotting of line weights, all Xref’s, images and any other attachments. Files for bidding or construction may be delivered in PDF (Adobe Acrobat) format, compatible with Adobe Acrobat DC, optimized for fast web view at 600 dpi. Record document (as-built) files shall be AutoCAD files. Technical Specifications shall be Microsoft Word in (CG Times) font.

D. Warranty of Compatibility. CONSULTANT warrants that the Electronic Files will be compatible with, useable and readable by systems used by the City as defined in Salt Lake City CADD Standards.

PART 4 INSURANCE

4.1 GENERAL INSURANCE REQUIREMENTS FOR ALL POLICIES

A. Any insurance coverage required herein that is written on a “claims made” form rather than on an “occurrence” form shall (i) provide full prior acts coverage or have a retroactive date effective before the date of this Agreement, and (ii) be maintained for a period of at least three (3) years following the end of the term of this Agreement or contain a comparable “extended discovery” clause. Evidence of current extended discovery coverage and the purchase options available upon policy termination shall be provided to the City.

B. All policies of insurance shall be issued by insurance companies licensed to do business in the state of Utah and either:

1. Currently rate A- or better by A.M. Best Company;

-or-

2. Listed in the United States Treasury Department’s current Listing of Approved Sureties (Department Circular 570), as amended.

C. CONSULTANT shall furnish certificates of insurance, acceptable to the City, verifying the foregoing matters concurrent with the execution hereof and thereafter as required.

D. In the event any work is subcontracted, CONSULTANT shall require its subconsultant(s) at no cost to the City, to secure and maintain all minimum insurance coverage required of CONSULTANT hereunder.

E. All required certificates and policies shall provide that coverage thereunder shall not be canceled or modified without providing, in a manner approved by the City Attorney, 30 days prior written notice to the City.

4.2 REQUIRED INSURANCE POLICIES

A. CONSULTANT, at its own cost, shall secure and maintain during the term of this Agreement, including all renewal terms, the following minimum insurance coverage:

1. Worker’s compensation and employer’s liability insurance sufficient to cover all of CONSULTANT’s employees pursuant to Utah Law. In the event any work is subcontracted, CONSULTANT shall require its subconsultants similarly to provide worker’s compensation insurance for all of the latter’s employees, unless a waiver of coverage is allowed and acquired pursuant to Utah law.

a. The City should not be an additional insured for worker’s compensation insurance.

2. Commercial general liability (CGL) insurance with Salt Lake City Corporation as an additional insured on a primary and non-contributory basis in comparison to all other insurance including City’s own policy or policies of insurance, in the minimum amount of $1,000,000 per occurrence with a $2,000,000 general aggregate and $2,000,000.00 products completed operations aggregate. These limits can be covered either under a CGL insurance policy alone, or a combination of a CGL insurance policy and an umbrella insurance policy and/or a CGL insurance policy and an excess insurance policy. The policy shall protect the City, Contractor, and any subcontractor from claims for damages for personal injury, including accidental death, and from claims for property damage that may arise from Contractor’s operations under this Agreement, whether performed by Contractor itself, any subcontractor, or anyone directly or indirectly employed by either of them. Such insurance shall provide coverage for premises operations, acts of independent contractors, products and completed operations.

3. Professional liability insurance in the minimum amount of $1,000,000 per claim made with a $1,000,000 annual aggregate limit.

a. The City should not be an additional insured for professional liability insurance.

4. Commercial automobile liability insurance that provides coverage for owned, hired, and non-owned automobiles in the minimum amount of a combined single limit of $1,000,000 per occurrence or $500,000 liability per person, $1,000,000 liability per occurrence, and $250,000 property damage. These limits can be reached either with a commercial automobile liability insurance policy alone, or with a combination of a commercial automobile liability insurance policy and an umbrella insurance policy and/or a commercial automobile liability insurance and an excess insurance policy.

B. City continuation of coverage. If any of the policies of insurance required from CONSULTANT are cancelled or lapse, the City may at the City’s sole discretion, obtain substitute coverage at reasonable rates. The City may deduct the cost of such coverage, plus ten percent (10%) for administrative charges, from any monies owing to

CONSULTANT.

4.3 INDEMNIFICATION

A. CONSULTANT shall indemnify, save harmless and defend the City and its officers and employees from and against all losses, claims, demands, actions, damages, costs, charges and causes of action of every kind or character, including attorney’s fees, to the extent they are caused by CONSULTANT’s intentionally wrongful, reckless or negligent acts under this Agreement. CONSULTANT’s duty to defend the City shall exist regardless of whether the City or CONSULTANT may ultimately be found to be liable for anyone’s negligence or other conduct. If the City’s tender of defense, based upon the indemnity provision, is rejected by CONSULTANT or CONSULTANT’s insurer, and CONSULTANT is later found by a court of competent jurisdiction to have been required to indemnify the City, then, in addition to any other remedies the City may have, CONSULTANT shall pay the City’s reasonable costs, expenses and attorney’s fees incurred in obtaining such indemnification, defending themselves or enforcing the indemnification provision.

PART 5 TERMINATIONS AND DISPUTE RESOLUTION

5.1 CONVENIENCE TERMINATION BY THE CITY

A. The City may terminate this Agreement at any time for convenience upon seven (7) calendar days’ written notice to CONSULTANT.

5.2 TERMINATION FOR CAUSE BY THE CITY

A. The City may terminate this Agreement for cause if CONSULTANT fails to cure any defect in CONSULTANT’s performance of the work under this Agreement within seven (7) calendar days after receiving written notice to cure.

5.3 WORK PROJECT TERMINATION

A. The City may terminate CONSULTANT’s work on a specific work project initiated under this Agreement pursuant to this Article. If the City designates any termination as a “work project termination”, only CONSULTANT’s work on the specific work project shall be terminated and such notice shall not constitute a termination of this Agreement.

5.4 TERMINATION FOR CAUSE BY CONSULTANT

A. If the City materially fails to perform its responsibilities and obligations under this Agreement, CONSULTANT shall notify the City in writing of such failure. If the City fails to cure its material breach within thirty (30) days after receiving such written notice from CONSULTANT, CONSULTANT may terminate its performance under this Agreement.

5.5 PAYMENT FOR TERMINATION

A. In the event of termination, the City shall pay CONSULTANT a percentage of the fee established for the specific work project based upon the ratio of work satisfactorily completed and reasonable costs incurred to the total work required as determined by the City, less any appropriate damages as the City may determine.

5.6 DISPUTES

A. Unless a decision is held by an appropriate court of law to have been procured by fraud or to be arbitrary and capricious or so grossly erroneous as necessarily to imply bad faith, any factual decision made under this Section shall be final and binding in any suit or action arising under this Agreement including any actions by

CONSULTANT or others against the City or any of the City's agents, consultants or employees.

B. Compliance by CONSULTANT with the provisions of this Section shall be a condition precedent to any legal action by CONSULTANT or any of CONSULTANT's subconsultants against the City, or the City's agents, consultants or employees.

C. The provisions of this Section shall not preclude or limit judicial review of issues of law.

D. Any dispute arising under this Agreement concerning a question of fact which is not disposed of by an amendment to this Agreement shall be decided pursuant to the following procedure:

1. Any decision by the City’s Representative interpreting the requirements of this Agreement may be appealed in writing to the department head of the City department responsible for the project.

2. The City department head shall issue a decision within ten (10) days after receiving all information which the department head may request as necessary to determine the appeal.

3. Any decision by the City department head may be appealed by filing a notice in writing with the City department head. Such appeal must be filed within ten (10) days after the City department head's decision and shall specify in detail the basis for appeal claimed by CONSULTANT.

4. The City department head shall establish a dispute committee to hear appeals, consisting of three persons knowledgeable with the work of this Agreement.

5. The City and CONSULTANT shall each have the opportunity to fully present its case to the committee prior to the committee’s deliberation.

6. The committee may request any other materials and written memoranda necessary to consider the issues and may schedule other proceedings as necessary.

7. The decision of the committee shall be rendered in writing within fifteen (15) business days from the committee's final hearing of the issue and receipt of any supplemental materials requested by the committee.

8. The decision of the committee shall be the final binding interpretation of the facts which are the subject of the appeal.

E. Notwithstanding the pendency of any appeal provided above, CONSULTANT shall, if so ordered by the City, comply with all orders of the City concerning the performance of this Agreement.

F. Any decision of the City to terminate any specific work project under this Agreement shall not be subject to the dispute resolution procedure of this Section.

PART 6 CONSULTANT/SUBCONSULTANT RELATIONSHIP

6.1 LISTED SUBCONSULTANTS

A. The City acknowledges that CONSULTANT may employ various specialized subconsultants of whom CONSULTANT shall give written notice to the City at least seven (7) days prior to CONSULTANT’s employment of the subconsultant to perform portions of the work provided for in this Agreement. It shall be solely CONSULTANT’s responsibility to ensure that any of CONSULTANT’s subconsultants perform in compliance with the terms of this Agreement.

Subconsultants may not be changed without ten (10) days prior written notice to the City.

EXHIBIT “B”

DOCUMENT 01110

SUMMARY OF WORK

1.1 SECTION INCLUDES

A. General description of services

PART 2 SERVICES

2.1 GENERAL GEOTECHNICAL INVESTIGATION

A. Make all necessary contacts with Blue Stakes and all other utilities and assume all liability for any resulting damage to property during drilling or other soil investigation activity.

B. Restore all pavement surfaces in accordance with City requirements. Restore all off-pavement areas to as close to original condition as possible at the completion of all work.

C. Take out a no-cost public way permit from Salt Lake City Engineering prior to doing any work for any specific work project. CONSULTANT is responsible to obtain all other necessary permits and clearances to perform the work.

2.2 GENERAL SERVICES

A. Preparation of Environmental Documents that adhere to:

1. Utah Department of Transportation (UDOT) guidelines under paragraph 5.3 “Environmental Document and Preliminary Design” as included in the Local Public Agency Guide, Revised October 2017 and most recent UDOT update Website: https://connect.udot.utah.gov/business/public-entities/local-government-program-assistance/.

2. UDOT Policy, Specifications, and Guidelines for completing environmental documents using the UDOT 2025 Project Delivery Network and most recent UDOT update. Website: https://connect.udot.utah.gov/docs/project-delivery-network/.

3. For federal aid and state fund local government projects, the City will verify the consultant is screened and approved by UDOT prior to selection.

2.3 SOIL BORING

A. Perform soil borings:

1. Provide the following information:

a. Water table elevation

b. Soil profile (elevation & classification)

2. As a minimum, perform the following for each type of soil encountered:

a. Dry preparation of soil samples for particle size analysis (ASTM D-421) or wet preparation of soil samples for grain-size analysis (ASTM D-2217). The dry method (ASTM D-421) should be used only for clean, cohesionless granular materials.