2-RFP 1.12 A-E Combined Attachments (For Art Projects).pdf

Attachment A - Request for Proposals Cover Summary t

Legal Name

Doing Business As (if applicable)

Address City State Zip Code

Contact Person after contract award Telephone Number

E-mail Contact

I certify that to the best of my knowledge the information contained in this proposal is accurate and complete and that I have the legal authority to commit this organization to a contractual agreement. I realize the final funding for any service is based upon funding levels and the approval of the Mayor for Salt Lake County.

Proposer Authorized Representative Type or Print Name

Date

Position or Title

Signature required when submitting hard copy.

Electronic signature acceptable if an electronic proposal is allowed.

X

Proposer

Please include one or two e-mail address for notification of an interview.

Name, telephone number, E-mail address

Attachment B

REQUEST FOR PROTECTED RECORD

(Business Confidentiality Claim)

I request that the attached/enclosed information (record) provided to Salt Lake County, or any of its agencies (divisions or programs), be considered confidential and given protected status as defined in Utah’s Government Records Access and Management Act (“GRAMA”).

Name and Address of business and representative making this confidentiality claim:

Description of the information (record) which is to be covered by this confidentiality claim and which you believe qualifies for protected status:

The following reasons support this claim of business confidentiality and protected status under Utah Code § 63G-2-305 (please check all of the following that apply):

(___) 1.

(___) 2.

The record provided is a trade secret as defined in Utah Code § 13-24-2 (See Utah Code §§ 63G-2-305(1) and 63G-2-309).

The record is commercial or non-individual financial information and: (a) disclosure of the information could reasonably be expected to result in unfair competitive injury to the person submitting the information or would impair the ability of Salt Lake County, or its agencies, to obtain necessary information in the future; and (b) the interest of the provider in prohibiting access to the information is greater than the interest of the public in obtaining access. (See Utah Code §§ 63G-2-305(2) and 63G-2-309).

REQUIRED: A concise written statement supporting a business confidentiality claim, as required by Utah Code § 63G-2-309(1). Attach additional sheets if necessary.

NOTE: Claimant shall be notified if a record claimed to be protected is classified public or if the determination is made that the record should be disclosed because the interests favoring access outweigh the interests favoring restriction of access. Records claimed to be protected under this business confidentiality claim may not be disclosed until the period in which to bring an appeal expires or the end of the appeals process, including judicial appeal, unless the claimant, after notice, has waived the claim by not appealing within thirty (30) calendar days. See Utah Code § 63G-2-309(2). The procedure to appeal a GRAMA classification within thirty (30) calendar days is described in Utah Code §§ 63G-2-400.5 through 406 and Countywide Policy 2010, which can be found on the County’s website www.slco.org.

Signature of Claimant Representative: _________________________________ Date: ____________________

Claimant Representative Name and Title: ________________________________________________________ http://www.slco.org/ https://slco.org/globalassets/1-site-files/policies/countywide/2040.pdf?v=03282022114310737

Preference System Updated 01.11.24

SALT LAKE COUNTY CONTRACTS & PROCUREMENT

ATTACHMENT C - PREFERENCE SYSTEM

Salt Lake County may award bids or adjust scoring to a proposal through a preference system. One or more preferences may accrue to vendors who submit responsible, responsive offers if other factors are met.

Vendors may request the following preferences:

• Employee Health Care Preference

• Veterans and Companywide Hiring Preference

Employee Health Care Preference The Health Care Preference shall accrue to vendors who currently provide and will maintain the following through the term of the contract with the County:

• A health benefit plan, as defined by Utah Code Ann. § 26-40-115(1), made available to the vendor’s covered employees and their dependents.

• A copy of the health benefits certificate or a letter signed by the vendor's carrier detailing coverage and dates of coverage of the health care benefits.

Veterans and Companywide Hiring Preference The Veterans and Companywide Hiring Preference shall accrue to vendors who currently provide and will maintain all of the following through the term of the contract with the County:

For veterans:

• A completed and signed certificate explaining its program to actively recruit and employ veterans that includes the success rate of its program by listing the percentage of its workforce that qualifies as veterans under this policy;

• A completed and signed certificate verifying that a vendor has employed, and is currently employing, at least one veteran under its recruitment program;

Companywide:

• A drug and alcohol testing policy that applies to all covered individuals employed or hired by the vendor and requires covered individuals to submit to random testing;

• A job training program recognized by a federal, state, or local governmental entity; and,

• A job safety program that complies with job safety and health standards of the Occupation and Safety Health Administration (OSHA) or the state standards which are at least as effective as the federal standards.

https://le.utah.gov/xcode/Title26/Chapter40/26-40-S115.html?v=C26-40-S115_2019051420190514

Preference System Updated 01.11.24

REQUIREMENTS

If required certification form and preference documentation is not received with the proposal, the County will not consider the preference request.

The County maintains the right to monitor the vendor's compliance of any preference status. Violation of this contract condition shall be the basis for immediate termination of the contract for default by the vendor.

Request for Proposals (RFPs) A proposer may receive one (1) point added to the total score of its proposal for each of the preferences offered herein for which the proposer qualifies.

Updated01.11.24 Preference System

PREFERENCE CERTIFICATION FORM

YOU MUST CHECK THE BOX FOR EACH PREFERENCE OPTION CLAIMED

If you do not include this completed certification form along with required documentation with your bid or proposal submission, your preference request will not be considered.

Employee Health Care Preference – Currently provide and will maintain qualifying health benefits to covered employees and dependents through the term of the contract with the county. A copy of the health benefits certificate or a letter signed by the vendor's carrier detailing coverage and dates of coverage of the health care benefits must accompany the bid or proposal to have the preference request accepted.

Veterans and Companywide Hiring Preference – Currently provide and will maintain all of the following programs through the term of the contract with the county:

Veterans and Companywide Hiring Preference Certification Form

Company Name:

Explanation of Program to Actively Recruit and Employ Veterans*:

Percentage of workforce that qualifies as veterans:

Vendor has employed, and is currently employing, at least one Veteran under its recruitment program. Yes No *For purposes of this section of County Policy, a veteran is an individual who has served on active duty in the armed forces of the United States for more than 180 consecutive days; or, was a member of a reserve component who served in a campaign or expedition for which a campaign medal has been authorized and who has been separated or retired under honorable conditions; or, has incurred an actual service-related injury or disability in the line of duty.

Vendor maintains a drug and alcohol testing policy that applies to all covered individuals employed or hired by the vendor and requires covered individuals to submit to random testing. Yes No

Updated 01.11.24 Preference System

Vendor maintains a job training program recognized by a federal, state, or local governmental entity. Yes No

Vendor offers a job safety program that complies with job safety and health standards of the Occupation and Safety Health Administration (OSHA) or the state standards which are at least as effective as the federal standards. Yes No

By signing below, vendor certifies that the information provided on this Veterans and Companywide Hiring Preference Certification Form is true and correct as of the time of submitting this bid or proposal.

Vendor’s Signature:

Attachment D - Environmental Compliance Practices

Vendor Compliance Statement and Non-Debarment Certification

1. Salt Lake County has implemented environmentally responsible procurement practices. The County requires all persons, businesses, corporations and other entities doing business or entering into a contract with the County to comply with all federal, state and local environmental laws, rules and regulations. Compliance with environmental laws, rules and regulations is a relevant factor in evaluating the integrity and responsibility of a business. The county, in its sole discretion, may not solicit proposals from, award contracts to, procure, or otherwise enter into business arrangements with any person, business, corporation or other organization that is noncompliant. If a vendor is suspended, proposed for debarment, debarred, ineligible or excluded from contracting with another government entity due to environmental non-compliance, the County in its sole discretion, may deem the vendor non-responsible and decline to award a contract.

2. Based on the foregoing, the vendor certifies, to the best of its knowledge, that neither the vendor nor any owner, officer or agent of the vendor:

2.1 is presently debarred, suspended, proposed for debarment, declared ineligible, or excluded from the award of a contract or purchase by any federal, state or local agency based on a finding, determination, notice of violation or order of environmental non-compliance;

2.2 is presently indicted or charged by a government entity in a criminal, civil or administrative proceeding with the commission of any offense, violation, or failure to comply with any federal, state, or local environmental law, rule or regulation, indicating a lack of business integrity or business honesty affecting its responsibility as a county vendor;

2.3 has, within the last three (3) years, been convicted, or had a civil judgment or administrative order rendered against it for any offense or violation, including but not limited to environmental noncompliance, indicating a lack of business integrity or business honesty affecting its responsibility as a county vendor;

2.4 has, within the last three (3) years, had a contract/purchase terminated due to an act or omission, including but not limited to environmental non-compliance, demonstrating a lack of business integrity or business honesty affecting its responsibility as a county vendor.

3. Vendor shall require any sub-vendor to disclose in writing, whether at the time of the award of the subcontract, the sub-vendor complies with the certification requirements in subparagraphs 2.1, 2.2, 2.3 and 2.4 above.

4. Vendor shall immediately notify the county in writing if, at any time before the award, the vendor learns that its certification was erroneous when submitted or has since become erroneous because of changed circumstances.

5. If it is later determined that vendor knowingly rendered an erroneous certification under this provision, in addition to other available remedies, the county in its sole discretion, may terminate the contract/purchase for default.

Revised Sept 2019

County Contract No. ___________________

District Attorney No. ____________

AGREEMENT

Between

SALT LAKE COUNTY

And

Artist’s Commissioned Work to Include Design, Fabrication, Transportation and Installation of Work of Art

THIS AGREEMENT is made and executed this day of , 2025, by and between SALT LAKE COUNTY ("County"), a body corporate and politic of the

State of Utah and ___________________________ ("Artist"), ______________address___________.

RECITALS:

A. County desires to contract with an artist to create unique artwork for its

_______________________________________ Project. The County has issued a Request for

Qualification #_________________ (RFQ) and has appointed and authorized a Selection

Committee to undertake the selection of art within the budget allocated for such art.

B. In response to the County’s Request for Qualification, Artist has submitted a letter of interest and qualifications. Several finalists were selected and asked to make individual presentations of their work and their approach to the Selection Committee. The Selection

Committee recommended Artist and now the County desires to accept the Artist’s Letter of

Interest and enter into an Agreement according to the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in exchange for valuable consideration, including without limitation, the mutual covenants, agreements and representations contained in this Agreement, the receipt of which is acknowledged, County and Artist, with the intent to be legally bound, covenant and agree as follows:

1. SCOPE OF SERVICES.

1.1. General. County agrees to and commissions Artist to prepare the Artwork for the

Project as specified in the RFQ, all of which is attached as Exhibit 2, as contemplated by Artist in their letter of interest and qualifications attached as Exhibit 3 and incorporated into this

Agreement as though fully set forth. Upon the execution of this Agreement, Artist will commence performance of their obligations under this Agreement, which performance will be subject to the terms and conditions of this Agreement.

1.2 Artist’s Responsibilities.

A. Artist agrees to provide and perform all work necessary for the completion and installation of the Artwork. Artist will be responsible for all costs and expenses incurred in the performance of their obligations under this Agreement, which costs and expenses may include the creation of the Artwork, transporting it to the site, installing the Artwork at the site, and any necessary travel by Artist or Artist's agents and employees necessary for the proper performance of this Agreement. All necessary fixtures and hardware for the installation of the Artwork shall be provided by the Artist. Site preparation shall be the responsibility of the County.

B. Artist acknowledges and agrees that the final design of the Artwork will be presented to and approved by the Committee prior to actual fabrication and installation. Artist agrees that there shall be no significant departures from the approved Artwork, including but not limited to design, color, size, material, texture and other significant aspects of the Artwork without the prior written approval of the Committee.

C. Within 60 days after execution of this agreement, Artist shall, after collaboration and consultation with the Project architects and engineers, prepare and submit to County detailed working drawings of the Artwork, for approval, meeting the goals and project requirements outlined in the RFQ. The working drawings shall also include a proposed timeline for the

Artist's services, including fabrication, transportation and installation of the Artwork. County agrees to furnish all necessary information and materials as requested by Artist to prepare the working drawings and timeline for fabrication and installation of the Artwork. County may require Artist to make such revisions to the working drawings and timeline as may be necessary for the work to comply with applicable law, site requirements and construction scheduling.

Within 120 days after execution of this agreement, Artist shall submit such other graphic materials as may be necessary to permit adequate structural design review and to certify compliance of the Artwork with applicable statutes, ordinances and building codes. Artist shall ensure that the Artwork design meets all applicable and necessary design characteristics regarding engineering such as footings, materials, fabrication methods, and wind loads as well as site requirements to include site preparation, installation methods and timing.

D. Artist acknowledges that time is of the essence in the completion of this agreement and that the timing of transportation and installation of the Artwork must be carefully coordinated with the Project Manager, to be completed at the appropriate time during the Project.

The parties agree to cooperate and coordinate with one another in order to assure the timely completion and installation of the Artwork.

E. Artist agrees to provide to the County "in-process" photographs and other documentation relating to the fabrication, transportation and installation of the Artwork such as would be adequate to provide a visual record of the Artist's services under this agreement. Such photographs and other documentation shall become the property of the County, to be used primarily for archival purposes.

1.3 County’s Responsibilities.

A. County agrees to promptly review and consider all working drawings and other initial plans of the Artist and to promptly respond with any necessary changes to or approval of the initial documents. County shall have the right to and agrees to promptly review the Artwork at reasonable times during the fabrication thereof. County agrees to coordinate and cooperate with the Artist and other Project Artists in developing a work and installation schedule for the

Artwork.

B. County agrees to provide prompt access by the Artist to plans, schedules, and other materials held by County regarding the Project and to coordinate and facilitate cooperation and communication between the Artist and Artists, architects, engineers, and other persons involved in the Project. County has named the Director of Facilities Management or her designee (current designee is Valerie Price) to serve as contract administrator for the completion of this agreement and to serve as a liaison between Artist and County personnel and Artists.

C. County agrees to provide site access to Artist. Site preparation and utility hook-ups shall be provided by County. All other hardware, fixtures and materials necessary for installation of the Artwork shall be the responsibility of Artist.

2. CONSIDERATION.

2.1 County shall pay Artist a fixed fee in the amount of ____________________

Dollars ($_______,000), which shall constitute full compensation for all services and materials to be performed and furnished by the Artist under this Agreement

2.2 The fee shall be paid in the following installments, expressed as percentages of the fixed fee: (1) 25% of the fixed fee shall be paid within 15 working days after the execution of this Agreement; (2) 25% of the fixed fee shall be paid upon Artist's submission and County's approval of the working drawings; (3) 25% of the fixed fee shall be paid upon the substantial completion of the Artwork, as determined by County; and (4) 25% of the fixed fee shall be paid upon final acceptance of the Artwork by County, following transportation and installation of the

Artwork and final completion of Artist’s services under this Agreement. Final acceptance by the

COUNTY shall not be unreasonably withheld.

3. TERM.

3.1 The term of this Agreement shall commence on the day and date first above written and shall continue until completion of the Artwork by Artist, installation, and final acceptance by County which will be not later than __________________, and expiration of the warranty period one year after acceptance by the County. All time frames for services to be performed by Artist under this Agreement shall be governed by the Timeline Commission

Schedule attached as Exhibit 1 and made part of this Agreement as though fully set forth.

3.2 In the event that the permanent location is not sufficiently prepared to permit installation, an extension of the installation date for the Artwork will be negotiated by County and Artist

4. WARRANTIES.

4.1 Artist represents and warrants that the execution and fabrication of the Artwork shall be performed in a workmanlike manner, that the Artwork as fabricated and installed will be free of defects in material and workmanship, including qualities which cause or accelerate deterioration of the work, except for any natural processes inherent in the materials used for the

Artwork which are specifically identified in Exhibit 3, Artist’s Letter of Interest. Artist warrants that reasonable maintenance of the work will not require procedures substantially in excess of those described in the maintenance recommendations to be submitted by the Artist to County under this Agreement. The workmanship warranty shall survive for a period of one year after final acceptance of the Artwork. County shall give notice to Artist of any observed breach with reasonable promptness. Artist shall come at the request of County and, at no cost to County, promptly cure the breach of such warranty which is curable by Artist and which cure is consistent with professional conservation standards.

4.2 Artist represents and warrants that title to the Artwork shall pass to County upon final acceptance of the installation of the Artwork by Artist free and clear of any liens from any source whatsoever.

4.3 Artist represents and warrants that the proposal, is solely the result of the artistic effort of Artist, is unique and original and does not infringe upon any copyright or other intellectual property right. Artist further represents and warrants that the Artwork or its duplicate has not been accepted for sale elsewhere. In the event of any claim by any third party against

County based upon any violation of a copyright or other proprietary right of a third party as to the Artwork, County shall promptly notify Artist. Artist shall indemnify, defend and hold harmless County against any loss, cost, expense or liability arising out of or resulting from such claim, whether or not such claim is successful. In the event that Artist fails to defend any such claims, legal actions or proceedings brought against the County, County may, in addition to any other legal remedies County might have, defend such claim or action. Artist shall be liable for any and all judgments, damages and costs awarded against County because of any such claim or action. Artist shall also pay all reasonable expenses, including attorney's fees, incurred by

County in defending such claim or action.

5. TITLE AND RISK OF LOSS.

Title to and risk of loss to the Artwork shall remain with Artist until the Artwork is permanently installed and final acceptance by County. Once the Artwork is permanently installed, but prior to final acceptance by County, County shall be responsible for consequence resulting from acts of vandalism or acts of god. Upon final acceptance by County, title to the

Artwork shall vest in County. Upon final acceptance, all studies, drawings, models and similar materials prepared and submitted by Artist under this Agreement shall be returned to Artist and shall belong to Artist. County may select and Artist shall convey to County, at no cost, one of the original drawings submitted by Artist for non-commercial archive or exhibition use by

County. Artist shall also convey to County such in-process materials provided by Artist pursuant to paragraph 1(B)(5) above.

6. COPYRIGHT.

Artist will retain all rights to the Artwork pursuant to copyright laws of the United States and all other rights in and to the Artwork and planning materials except rights of ownership of reproductions and possession of the Artwork as provided in this Agreement. Artist agrees not to make any additional reproductions of the Artwork for sale or submission to other persons or entities. Artist and County may create reproductions of the Artwork, including photographs, for non-commercial and portfolio purposes (including publicity, brochures, catalogs, web site, educational materials, and other similar purposes). Written permission from the other party is required to make reproductions for commercial purposes. Artist may, at his or her sole expense cause to be registered, with the United States Register of Copyrights, a copyright regarding the

Artwork in Artist’s name. Artist shall use his or her best efforts to give a credit reading in any public showing or reproductions of the Artwork with substantially the following language: "an original work owned and commissioned by Salt Lake County." County agrees to use its best efforts to acknowledge Artist by name in any formal presentation materials which depict the

Artwork.

7. MAINTENANCE, RENOVATION AND RELOCATION.

7.1 County agrees to take reasonable care to ensure that the Artwork is properly maintained and protected in accordance with instructions provided by Artist. Artist agrees to maintain the Artwork, at its sole cost, for a period of one year after acceptance and provide to

County written instructions regarding appropriate maintenance and preservation of the Artwork.

County shall have the right to determine, after consultation with a professional conservator, when and if repairs and restorations to the work will be made. During Artist's lifetime, Artist shall have the right to approve all repairs and restorations, provided however, that Artist shall not unreasonably withhold approval for any repair or restoration of the work. To the extent practical, Artist shall be given the opportunity to make or personally supervise significant repairs and restorations and shall be paid a reasonable fee for such services, pursuant to an agreement between County and Artist to be entered into at that time.

7.2 County reserves the right to relocate the Artwork, as determined in its sole discretion, as may be necessary from time to time. County agrees that it will first attempt to obtain the recommendations of Artist concerning any such relocation; however, County will not be bound by such recommendations.

7.3 If County wishes to sell the Artwork, Artist shall, if reasonably practicable, be given the rights of first refusal to purchase the work from County at its then value as determined by the average of at least two qualified appraisers who are approved by County. In the event

Artist determines not to exercise the right of first refusal under this paragraph, he or she shall be entitled to receive fifteen percent (15%) of the proceeds of any sale of the Artwork by County to any person or entity other than to Artist. The rights of Artist under this subparagraph shall expire after fifteen (15) years from the date this Agreement is fully executed, and such rights shall not be transferable to any other person by inheritance, contract, or otherwise.

7.4 Artist agrees to keep County notified in writing of any address change and failure to do so shall be deemed a waiver by Artist of his or her rights set out in this section.

8. INDEPENDENT CONTRACTOR AND TAXES.

Artist is an independent contractor. Artist shall discharge all of the obligations of an independent contractor under federal, state, and local law, including but not limited to, those obligations relating to employee supervision, benefits, and wages; taxes; unemployment compensation and insurance; social security; workers’ compensation; disability pensions and tax withholdings, including the filing of all returns and reports and the payment of all taxes, assessments, and contributions and other sums required of an independent contractor. This

Agreement does not create a partnership, joint venture, or employer/employee relationship.

9. NO THIRD-PARTY BENEFICIARIES

The Parties agree that Artist’s obligations under this Agreement are solely to County.

This Agreement shall not confer any rights to third parties.

10. AGENCY

No agent, employee, or servant of Artist or County is or shall be deemed to be an employee, agent, or servant of the other party. None of the benefits provided by each party to its employees including, but not limited to, workers’ compensation insurance, health insurance and unemployment insurance, are available to the employees, agents, or servants of the other party.

Artist and County shall be entirely responsible for their acts and for the acts of their agents, employees, and servants during the performance of this Agreement.

11. COUNTY REPRESENTATIVE

County will appoint an employee as County’s representative to assist in its administration of this Agreement and to coordinate performance of the services to be provided by Artist under this Agreement. County’s representative does not have authority to amend or alter this

Agreement.

12. ARTIST REPRESENTATIVE

Artist shall designate an employee within its organization who is authorized to act as

Artist’s representative in its performance of this Agreement. Artist shall make known to County the name, title, and contact information of this employee. Artist’s representative shall have the responsibility of working with County to coordinate the performance of its obligations under this

Agreement.

13. STANDARD OF PERFORMANCE/PROFESSIONALISM.

Artist acknowledges the standard of performance and professionalism required in the performance of its services under this Agreement. Artist agrees to perform the services under this Agreement with the level of professionalism expected in its industry/profession in the community. Further, Artist, while performing its obligations under this Agreement, will conduct itself in such a manner that will promote the best interests of the County. Artist further agrees that it will not accept any fee or financial remuneration from any entity or person other than Salt

Lake County for its performance under this Agreement.

14. INDEMNIFICATION.

To the fullest extent allowable by law, Artist agrees to indemnify County, its officers, agents, and employees against any and all actual or threatened claims, losses, damages, injuries, and liabilities of, to, or by third parties, including subcontractors, or the employees of Artist or subcontractors, including claims for personal injury, death, or damage to personal property or profits and liens of workmen and material men (suppliers), however allegedly caused, resulting directly or indirectly from, or arising out of, Artist’s breach of this Agreement or any acts or omissions of or by Artist, its agents, representatives, officers, employees, or subcontractors in connection with the performance of this Agreement. Artist agrees that its duty to indemnify

County under this Agreement includes all litigation and court costs, expert witness fees, and any sums expended by or assessed against County for the defense of any claim or to satisfy any settlement, arbitration award, or judgment awarded against or paid by or on behalf of County.

15. GOVERNMENTAL IMMUNITY.

County is a body corporate and politic of the State of Utah, subject to the Governmental

Immunity Act of Utah (the “Act”), Utah Code §§ 63G-7-101 to -904. The Parties agree that

County shall only be liable within the parameters of the Act. Nothing contained in this

Agreement shall be construed to modify the limits of liability set forth in that Act or the bases for liability as established in the Act. Nothing in this Agreement or any act or forebearance in the course of performance shall be construed as a waiver of the Act.

16. NON-FUNDING CLAUSE.

County intends to request the appropriation of funds to be paid for the services provided by Artist under this Agreement. If funds are not available beyond December 31 of any effective fiscal year of this Agreement, the County’s obligation for performance of this Agreement beyond that date shall be null and void. This Agreement shall create no obligation on the County as to succeeding fiscal years and shall terminate and become null and void on the last day of the fiscal year for which funds were budgeted and appropriated, except as to those portions of payments agreed upon for which funds were appropriated and budgeted. Said termination shall not be construed as a breach of this Agreement or any event of default under this Agreement and said termination shall be without penalty, whatsoever, and no right of action for damages or other relief shall accrue to the benefit of Artist, its successors, or its assigns, as to this Agreement, or any portion thereof, which may terminate and become null and void.

If funds are not appropriated for a succeeding fiscal year to fund performance by County under this Agreement, County shall promptly notify Artist of said non-funding and the termination of this Agreement, and in no event, later than 30 days prior to the expiration of the fiscal year for which funds were appropriated.

17. INSURANCE.

17.1 At its sole cost and expense, Artist shall secure and maintain during the Term of this

Agreement the insurance coverages set forth in Section 17.3.

17.2 General Requirements

17.2.1 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 County.

17.2.2 All policies of insurance shall be issued by insurance companies licensed to do business in the State of Utah and either:

(i) Currently rated A- VII or better by A.M. Best Company; or

(ii) Listed in the United States Treasury Department’s current Listing of Approved

Sureties (Department Circular 570).

17.2.3 In the event any work is subcontracted, Artist shall require its subcontractor, at no cost to County, to secure and maintain all minimum insurance coverages required of

Artist hereunder.

17.2.4 Artist shall ensure County is endorsed as an additional insured on all liability policies, except on errors and omissions insurance. The endorsement shall include liability arising out of ongoing and completed operations by or on behalf of Artist in the performance of the Contact. Additional insured status shall continue for the periods specified in Section

37 above.

17.2.5 The additional insured endorsement for completed operations shall not be restricted to work performed during the current policy period.

17.2.6 The insurance provided to County as an additional insured shall be primary to, and non-contributory with, any insurance or self-insurance program maintained by

County.

17.2.7 Required policies shall not contain a Artists Warranty or other similar language which eliminates or restricts insurance because of a subcontractor’s failure to carry specific insurance or to supply evidence of such insurance.

17.2.8 Required policies shall be endorsed to include a written waiver of the insurer’s right to subrogate against all persons or entities that are, or are required to be, additional insureds.

17.2.9 Required policies shall cover inter-insured suits between Artist and the additional insureds and shall include a “separation of insureds” or “severability” clause which treats each insured separately.

17.2.10 In the event Artist fails to maintain and keep in force any insurance policies as required herein, County shall have the right at its sole discretion to obtain such coverage and reduce payments to Artist for the costs of said insurance.

17.2.11 Artist shall furnish certificates of insurance, acceptable to County, verifying the foregoing matters concurrent with the execution hereof and thereafter as required.

17.2.11.1 County reserves the right to review all the required insurance policies and/or endorsements but has no obligation to do so. Failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Artist from, nor be construed or deemed a waiver of, its obligation to always maintain the required insurance during the performance of this Agreement.

17.2.11.2 All required certificates and policies shall provide that coverage thereunder shall not be canceled or modified without providing thirty (30) days’ prior written notice to County.

17.2.11.3 Any deductible or self-insured retention shall be shown on the

Certificate of Insurance. Artist is responsible for any deductible or self-insured retention and shall fund it upon County’s written request, regardless of whether Artist has a claim against the insurance or is named as a party in any action involving the

County.

17.3 Specific Requirements. Artist agrees to secure and maintain the following required policies of insurance in accordance with the general insurance requirements set forth in the preceding subsection before commencing work on the project:

17.3.1 Workers’ compensation insurance with statutory limits as required by the State of Utah unless a waiver of coverage is allowed and acquired pursuant to Utah law and

Employers Liability insurance with minimum limits of $1,000,000 per accident; $1,000,000

Disease per employee; and $1,000,000 Disease per policy. The policy shall be endorsed to include a written waiver of the insurer’s right to subrogate against County. This requirement includes Artists who are doing business as an individual and/or as a sole proprietor as well as corporations, limited liability companies, joint ventures, and partnerships.

17.3.2 Commercial general liability insurance on an occurrence form with County in the minimum amount of $1,000,000 per occurrence with a $2,000,000 general policy aggregate. If Artist maintains higher limits than the specified minimum limits, County requires and shall be entitled to coverage for the higher limits maintained by Artist. The policy shall protect County and Artist from claims for damages for personal injury, including accidental death, and from claims for property damage that may arise from Artist’s acts or omissions under this Agreement, whether performed by Artist itself, any subcontractor, or anyone directly or indirectly employed by either of them. Such insurance shall provide coverage for premises operations, acts of independant contractors, and completed operations.

Completed operations insurance shall be maintained for three (3) years after the end of the warranty period.

17.3.3 Commercial automobile liability insurance that provides coverage for owned, hired, and non-owned automobiles, in the minimum amount of $1,000,000 per occurrence with a $2,000,000 general policy aggregate.

17.3.4 Other coverages as required by the solicitation.

18. NO OFFICER OR EMPLOYEE INTEREST.

It is understood and agreed that no officer or employee of the County has or shall have any pecuniary interest, direct or indirect, in this Agreement or the proceeds resulting from the performance of this Agreement. No officer or employee of Artist or any member of their families shall serve on any County board or committee or hold any such position which either by rule, practice, or action nominates, recommends, or supervises Artist's operations, or authorizes funding or payments to Artist.

19 ETHICAL STANDARDS.

Artist represents that it has not: (a) provided an illegal gift to any County officer or employee, or former County officer or employee, or to any relative or business entity of a

County officer or employee, or relative or business entity of a former County officer or employee; (b) retained any person to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, other than bona fide employees of bona fide commercial agencies established for the purpose of securing business;

(c) breached any of the ethical standards set forth in Utah Code § 17-16a-4 or Salt Lake County

Code of Ordinances § 2.07; or (d) knowingly influenced, and hereby promises that it will not knowingly influence, any County officer or employee or former County officer or employee to breach any of the ethical standards set forth in State statute or Salt Lake County ordinance.

20. CAMPAIGN CONTRIBUTIONS.

Artist acknowledges that Salt Lake County Code of Ordinances § 2.72A limits campaign contributions by Artists to County candidates. Artist represents that it will not violate those limitations on campaign contributions.

21 PUBLIC FUNDS AND PUBLIC MONIES.

20.1 Definitions: “Public Funds” and “Public Monies” mean monies, funds, and accounts, regardless of the source from which they are derived, that are owned, held, or administered by the state or any of its boards, commissions, institutions, departments, divisions, agencies, bureaus, laboratories, or other similar instrumentalities, or any county, city, school district, political subdivision, or other public body. These terms also include monies, funds, or accounts that have been transferred by any of the aforementioned public entities to a private contract provider for public programs or services. Said funds shall maintain the nature of public funds while in Artist’s possession.

21.2 Artist’s Obligation: Artist, as recipient of public funds and public monies pursuant to this and other contracts related hereto, understands that it, its officers, members, managers, agents, representatives, and employees are obligated to receive, keep safe, transfer, disburse, and use these public funds and public monies as authorized by law and this Agreement for the provision of services to Salt Lake County. Artist understands that it, its officers, members, managers, agents, representatives, and employees may be criminally liable under Utah Code §

76-8-402, for misuse of public funds or monies. Artist understands that County may monitor the expenditure of public funds by Artist. Artist understands that County may withhold funds or require repayments of funds from Artist for contract noncompliance, failure to comply with directives regarding the use of public funds, or for misuse of public funds or monies.

22. TERMINATION.

22.1 Termination for Default. County may terminate this Agreement for an “Event of

Default” as defined, upon written notice from County to Artist.

22.2 Termination by Artist for Default. Artist may terminate this Agreement for an

Event of Default upon written notice from Artist to County.

22.3 Event of Default. As used in this Agreement, the term “Event of Default” means

(a) a party fails to make any payment hereunder when the same becomes due and such failure continues for a period of thirty (30) days after written notice to the party failing to make such payment; (b) a party hereto fails to perform any of its material obligations and such failure continues for a period of thirty (30) days after written notice to such defaulting party; or (c) any material representation or warranty of a party contained in this Agreement proves to be untrue or incorrect in any material respect when made.

22.4 Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement for any failure or delay in fulfilling or performing any Term of this Agreement when and to the extent such Party's (the “Impacted

Party”) failure or delay is caused by or results from the following unforeseen force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics (excepting COVID) or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances;

and (h) other similar events beyond the reasonable control of the Impacted Party. The Impacted

Party shall give notice within fifteen (15) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period in excess of thirty (30) consecutive days following written notice given by it under this section, either Party may thereafter terminate this Agreement upon fifteen (15) days’ written notice to the other party. Termination of the Contract under this

Force Majeure provision will be treated as a Termination for Convenience, consistent with

Section 22.6, below.

22.5 No Limitation of Rights. The rights and remedies of the parties hereto are in addition to any other rights and remedies provided by law or under this Agreement. The parties agree that the waiver of any breach of this Agreement by either party shall in no event constitute a waiver as to any future breach.

22.6 Termination for Convenience. County reserves the right to terminate this

Agreement, in whole or in part, at any time during the Term or any Additional Terms whenever County determines, in its sole discretion that it is in the County’s interest to do so.

If County elects to exercise this right, County shall provide written notice to Artist at least thirty (30) days prior to the date of termination for convenience. Upon such termination, Artist shall be paid for all services up to the date of termination. Artist agrees that the

County’s termination for convenience will not be deemed a termination for default nor will it entitle Artist to any rights or remedies provided by law or this Agreement for breach of contract by the County or any other claim or cause of action.

22.7 Termination Notices. All notices required under this Section 22 shall be made in writing and shall be sent via email in accordance with Section 34, below:

23. COMPLIANCE WITH LAWS.

Each party agrees to comply with all federal, state, and local laws, rules, and regulations in the performance of its duties and obligations under this Agreement. Artist certifies it is in compliance with Utah Code § 63G-27-201 and will remain in compliance for the duration of this

Agreement. Artist is responsible, at its expense, to acquire, maintain, and renew during the Term all necessary permits and licenses required for its lawful performance of its duties and obligations under this Agreement. Artist is subject to and shall fully comply with the

Government Data Privacy Act, Utah Code § 63A-19-101 et seq., at Artist's sole cost.

Artist is responsible, at its expense, to acquire, maintain and renew during the term of this

Agreement, all necessary permits and licenses required for its lawful performance of its duties and obligations under this Agreement.

24. NON-DISCRIMINATION.

Artist and any agent of Artist agree that they shall comply with all federal, state, and local laws, rules, and regulations governing discrimination and shall not discriminate in the engagement or employment of any person under this Agreement.

25. NOTICE TO RETIREES OF UTAH RETIREMENT SYSTEMS (“URS”)

County is a URS “participating employer.” Entering into an agreement with County may affect a

URS retiree’s retirement benefits including, but not limited to, cancellation of the retiree’s

“retirement allowance” due to “reemployment” with a “participating employer” pursuant to Utah

Code §§ 49-11-101 through 1401. If Artist, or an owner, operator, or principal of the Artist, is a retiree of URS, Artist is required to immediately notify County. Artist shall refer the URS retiree to the URS Retirement Department at 801-366-7770 or 800-695-4877 for all questions about post-retirement employment regulations.

26. LABOR REGULATIONS AND REQUIREMENTS.

Artist agrees to comply with all applicable provisions of Title 34 of the Utah Code, and with all applicable federal, state and local labor laws. Artist shall indemnify and hold County harmless from and against any and all claims for liability arising out of any violation of this paragraph or the laws referenced by Artist, its agents or employees.

27. EMPLOYEE STATUS VERIFICATION SYSTEM

If this Agreement was the result of a Request for Proposals or sole source by County, Artist represents it has registered and is participating in the Status Verification System and is in compliance with Utah Code § 63G-12-302. Artist’s failure to so comply may result in the immediate termination of this Agreement.

28. CONFIDENTIALITY.

Artist shall hold all information provided to it by County, whether provided in written or other form, in strict confidence, shall make no use thereof other than for the performance of the

Contract, and shall not release any of said information to any third party, any member of Artist’s firm who is not involved in the performance of services under the Contract, or to any representative of the news media without prior written consent of County. Materials, information, data, reports, plans, analyses, budgets, and similar documentation provided to or prepared by Artist in performance of this Agreement shall also be held confidential by Artist.

County shall have the sole obligation or privilege of releasing such information.

29. GOVERNMENT RECORDS ACCESS MANAGEMENT ACT.

Artist acknowledges that County is a governmental entity subject to the Utah

Government Records Access and Management Act (“GRAMA”), Utah Code §§ 63G-2-101 to -

901. Any document submitted to County is considered a “public record” unless otherwise protected under state statute.

30. INTERPRETATION.

The Agreement documents are complementary and what is called for by any one of them shall be as binding as if called for by all. In the event of any inconsistency between any of the provisions of the Agreement documents, the inconsistency shall be resolved by giving precedence in the following order:

A. This Agreement;

B. Timeline Commission Schedule as Exhibit 1

C.