SAM

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Service: Professional Services On-Call FY2027 (513505688)

Consultant: **Consultant TBD**

PROFESSIONAL SERVICES ON-CALL AGREEMENTS FY 2027

THIS AGREEMENT is dated as the date the CITY RECORDER attests the applicable City signature, which shall be the recordation date, and is between SALT LAKE CITY CORPORATION, a Utah municipal corporation ("the City") and CONSULTANT, a UTAH (Change if located in another state) Corporation LLC, etc., whose mailing address is CONSULTANT BUSINESS ADDRESS ("Consultant").

RECITALS

WHEREAS, the City and Consultant desire to enter into an agreement for Consultant to provide services for the work specified below.

WHEREAS, Salt Lake City Public Utilities desires to enter into an Agreement with the Consultant to provide services as directed.

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

TERMS

ARTICLE I. IDENTIFICATION OF THE PROJECT.

A. Service. Consultant shall perform services, as directed by the City through authorized Task Orders, in the following service category ("the Services").

• Sewer Collection o Gravity Sewers o Force Mains o Trenchless Solutions and Rehabilitation Methods o Lift Stations o Condition Assessments o Design Support Services for each subcategory above o Construction Phase Support Services

• Sewer Reclamation o Primary and Secondary Treatment o Disinfection o Tertiary Treatment o Biosolids and Odor Control o Ancillary and support systems (e.g., yard piping, pumping, stormwater) o Design Support Services for each subcategory above o Construction Phase Support Services o Water Quality Studies

• Water Distribution o Water Mains o Pump Stations o Distribution Tanks and Reservoirs o Wells o Secondary water o Condition Assessment o Design Support Services for each subcategory above o Construction Phase Support Services

• Water Treatment o Treatment Plants o Chemical treatment facilities o Design Support Services for each subcategory above o Construction Phase Support Services o Water Quality

• Stormwater o Open Channel/Embankment o Storm Drains/Culverts o Lift Stations o Riparian Projects o Water Quality o Design Support Services for each subcategory above o Construction Phase Support Services

• Geotechnical Engineering o Subsurface Exploration and Characterization o Material Testing, Reporting, and Assessments o Trenchless Methods o Slope Stability o Damn Engineering and Operations

• Environmental and Restoration o Environmental Site Assessments o Water Sampling, Reporting, and Assessments o Remediation Studies and Oversight o Erosion Control and Site Stabilization, Restoration, and

Revegetation o Permitting Support and Monitoring Plans

• Electrical o Sewer Collection o Sewer Reclamation o Water Distribution o Water Treatment o Stormwater o Utility Systems

• Public Engagement o Sewer Collection o Sewer Reclamation o Water Distribution o Water Quality and Treatment o Stormwater o Public Utilities

• Development Review o Technical Plan Review Services o Construction Phase Support Services for Development Projects o Floodplain Development Permit Application Review o Riparian Corridor Permit Application Review o SWPPP Review

• Property Management o Property Research, Due Diligence, and Procurement Support o Project Management o Wetland Delineation Review o Surveys

B. Projects. Services supporting Projects shall be defined and authorized by the City through Task Orders that reference this Agreement.

C. No Guarantee of Work. This Agreement does not guarantee Consultant any volume or duration of work nor does it guarantee that work will be assigned to Consultant.

ARTICLE II. CONSULTANT SERVICES.

A. Work Authorization. Consultant shall perform the Services as authorized in Task Orders by the City.

B. Consultant Representative. Upon execution of this Agreement the Consultant shall designate in writing a Consultant's representative who shall have authority to act on behalf of Consultant. This representative shall be a professional Engineer registered in the State of Utah unless a written waiver is obtained from the

City based on the type of services that may be provided under this Agreement.

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 as the person being replaced.

C. Consultant Task Manager. Consultant’s Task Manager shall be proposed by Consultant for each Task Order. Suitability of the Task Manager for the Task Order shall be addressed by the City as part of the Task Order review and approval process.

D. Commencement of Work. The work of Consultant shall begin as defined in authorized Task Orders. Consultant shall diligently deliver the work comprising each Task Order according to the authorized schedule in the Task Order.

D. Agreement Duration. This Agreement shall begin on the date of execution of the Agreement and remain in effect for two (2) years from that date. The City has the option to renew this Agreement for three (3) additional one (1) year terms.

ARTICLE III. COMPENSATION

A. Agreement Maximum Total Fee. The maximum total fee of the Agreement available for potential authorization through multiple Task Orders is two million dollars ($2,000,000) per service category. The maximum fee for an individual Task Order authorized under the terms of the Agreement is two hundred thousand dollars ($200,000).

B. Task Order Maximum Fee. The maximum fee for an individual Task Order authorized under the terms of this Agreement is two hundred thousand dollars ($200,000). Fees for individual Task Orders may be authorized by the City for any value equal to or less than the maximum value.

C. Fee Basis. For Task Orders authorized under this Agreement the City shall pay for actual hours worked and reimbursable expenses not to exceed the limit of each authorized Task Order.

D. Labor Rates. The labor fee shall be calculated using the labor rate schedule included as Exhibit “A” of this Agreement. The hourly labor rates shall be organized by labor category and inclusive of salary, payroll taxes, fringe benefits, overhead, and profit, but not allowances for direct expenses. The labor rates shall be submitted for the two-year period of this Agreement.

E. Adjustment of Rates. The Consultant may not request adjustment in the hourly rates during the 2-year period of the agreement. The labor rate schedule included in Exhibit “A” shall apply to the two year period of this Agreement.

F. Reimbursable Expenses. The City shall reimburse Consultant for actual, external costs and expenses reasonably incurred for performance of the work as authorized in Task Orders. Expenses include direct costs as well as current standard rates charges for services such as photocopies, computing systems, special health and safety requirements of OSHA, etc. No markup is allowed on reimbursable expenses.

G. Subconsultant Expenses. Subconsultant expenses associated with authorized Task Orders shall not be marked up by Consultant more than three percent (3%) annually.

H. Task Order Fees. Consultant shall document Task Order fees according to this Agreement and the scope of work included in each Task Order and summarize in tabular format as part of each Task Order. Task Order fees shall be based on the rate schedule included as Exhibit “A” of this Agreement.

I. Invoicing. Consultant shall submit each month invoices of format and content acceptable to the City via the Project Central site. Consultant shall prepare and submit a separate invoice for each authorized Task Order. Each invoice shall include financials, including task summary financials (% spent) and labor and expenses breakout by task by person, a status report by task, an updated project schedule, and receipt backup for subconsultants and direct expenses.

ARTICLE IV. SERVICE STANDARDS AND QUALITY ASSURANCE:

A. Conformance to Laws. Consultant shall be knowledgeable of, and Consultant and Consultant’s work product for each authorized Task Order shall conform to, all applicable Federal, State, City and other applicable local laws, regulations and ordinances.

a. As required by Utah Code section 34-30-1, in employing workers in the construction of the Project or the performance of the Work, Contractor shall give hiring preference to citizens of the United States or other individuals who have declared their intention to become a citizen of the United States. If Contractor fails to comply with the requirements of this provision, this Agreement shall be void.

B. Quality Assurance. Consultant shall be solely responsible to the City for the quality of all services performed by Consultant or any of its subconsultants under this Agreement. All services furnished by Consultant or its subconsultants shall be performed in accordance with the 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 the 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 same business as the Consultant in the United States.

C. Reasonable Compliance with and Identification of Applicable Service Standards. Listing of certain standards in this section does not relieve Consultant from complying with all applicable standards whether or not listed here. Consultant's work on an authorized Task Order shall comply with:

1. Any special design standards specified in an authorized Task Order;

2. The Americans with Disabilities Act;

3. All other applicable building codes, laws or regulations;

4. All applicable City Standards

D. Cost Minimization. Consultant’s work under this Agreement and authorized Task Orders shall at all times incorporate such designs and practices as reasonably practical to minimize the City's cost for the Project and any ongoing cost of maintenance or operation.

ARTICLE V. INSURANCE AND INDEMNIFICATION.

A. General Insurance Requirements for All Policies.

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 City.

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

a. Currently rated A- or better by A.M. Best Company;

—OR—

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

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

4. In the event any work is subcontracted, Engineer shall require its subcontractor, at no cost to City, to secure and maintain all minimum insurance coverages required of Engineer hereunder.

5. All required certificates and policies shall be endorsed as needed to 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 City or 10 days’ prior written notice for cancellation due to non-payment of premiums.

B. Required Insurance Policies. Engineer, at its own cost, shall secure and maintain during the term of this Agreement, including all renewal terms, the following minimum insurance coverage:

(Note: Unless other limits, types of insurance, or terms are agreed to by the City Attorney’s Office, the following are the insurance requirements that will be required for this Agreement.)

1. Workers' Compensation and Employer's Liability Workers’ compensation and employer’s liability insurance sufficient to cover all of Engineer’s employees pursuant to Utah law, unless a waiver of coverage is allowed and acquired pursuant to Utah law. In the event any work is subcontracted, Engineer shall require its subcontractor(s) similarly to provide workers’ compensation insurance for all of the latter’s employees, unless a waiver of coverage is allowed and acquired pursuant to Utah law.

2. Comprehensive General Liability Insurance. Commercial general liability (CGL) insurance with a policy endorsement naming 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 products-completed operations aggregate. The policy shall include contractual liability insurance for the indemnity provided under this Agreement. 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 City, Engineer, and any subcontractor from claims for damages for bodily injury, including accidental death, and property damage that may arise from Engineer’s operations under this Agreement, whether performed by Engineer 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.

a. If the policy is issued on a claims made basis, the policy shall be maintained for a period of one (1) year following the completion of this Agreement or contain a comparable "extended discovery" clause or "tail endorsement".

3. Comprehensive Automobile Liability Insurance. Commercial automobile liability insurance that provides coverage for owned, hired, and non-owned automobiles used in connection with this Agreement 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 policy and an excess insurance policy. If the policy only covers certain vehicles or types of vehicles, such as scheduled autos or only hired and non-owned autos, Engineer shall only use those vehicles that are covered by its policy in connection with any work performed under this Agreement.

4. Professional Liability Insurance. Professional liability insurance in the minimum amount of $2,000,000 per occurrence with a $2,000,000 annual aggregate limit.

C. Additional Insured and Pre-Cancellation Notice. The insurance policies required above shall contain an endorsement listing Salt Lake City Corporation as an additional named insured (except for the professional liability insurance required in paragraph V.A.1. and workers' compensation required in paragraph V.A.5.) and shall further provide that the policy may not be canceled without thirty (30) days prior written notice to the City.

D. Certificates of Insurance. Prior to execution of this Agreement by the City, Engineer shall provide the City with certificates evidencing the coverage described above in a form acceptable to the City Attorney's office.

E. City Continuance of Coverage. If any of the policies of insurance required from Engineer are canceled 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 Engineer.

F. Policies of Insurance. At the City's request, Engineer shall provide the City with the actual policies providing the coverage required above.

G. Quality of Insurance Companies. All policies of insurance provided shall be issued by insurance companies qualified to do business in the State of Utah and listed on the United States Treasury Department's current Department of Treasury Fiscal Services List 470, or having a general policyholder's rating of not less than "A-" in the most current available A.M. Best Co., Inc.'s, Best Insurance Report.

H. Indemnity. Consultant and/or Engineer agrees to indemnify, save harmless and defend the City, its officers and employees from and against all losses, claims, demands, actions, damages, costs, charges and causes of action of every kind or character, to the extent they are caused by Consultant and/or Engineer intentionally wrongful, reckless or negligent performance hereunder. If the City's tender of defense, based upon this indemnity provision, is rejected by Consultant and/or Engineer, and Consultant and/or Engineer is later found by a court of competent jurisdiction to have been required to indemnify the City, then in addition to any other remedies City may have, Consultant and/or Engineer shall pay the City's reasonable costs, expenses incurred in proving such indemnification, defending itself or enforcing this provision.

The provisions of this section shall survive the termination of this Agreement and are independent f and not in any way limited by the Insurance requirements of this Agreement.

ARTICLE VI. CITY'S RESPONSIBILITY.

A. City's Program for Task Orders. The City shall provide to Consultant information regarding the City's requirements for each authorized Task Order setting forth the City's objectives, constraints and criteria.

B. City's Task Manager. The City shall designate a Task Manager who shall have authority to act in the City's behalf with respect to the authorized Task Order.

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 as defined in the authorized Task Order.

ARTICLE VII. COMPLETION OF PROJECT.

A. Completion Date of Work. The parties acknowledge that the City intends Consultant to complete the work according to the schedule specified in each authorized Task Order.

B. Consultant Delays in Work. If any negligent, intentional, or reckless actions by Consultant in completing the work in each authorized Task Order cause the City to incur costs, Consultant shall be liable to the City for all of the City's actual costs and/or damages of every kind caused by Consultant's conduct.

ARTICLE VIII. CONSTRUCTION BUDGET.

A. Construction Cost Estimate. If included in the authorized Task Order, the construction cost estimate shall include the total cost or estimated cost to the City of all elements of the Project designed or specified by Consultant. Construction cost estimate does not include the compensation of Consultant and Consultant's sub-consultants, the cost of the land, rights-of-way, or other costs that are the responsibility of the City.

B. No Warranty. Evaluation of the Project budget and Consultant's preparation of Statement of Probable Construction Cost and Detailed Estimate of Construction Cost, represent Consultant's best judgment given its standard of care as specified in Article IV above. The parties acknowledge that neither Consultant nor the City has control over the costs of labor, materials or equipment, over the methods of determining bid prices by Contractors or over competitive bidding, market or negotiating conditions. Accordingly, Consultant cannot and does not warrant or represent that bid or negotiated prices will not vary from the Project budget proposed, or from any cost estimate or evaluation prepared by Consultant.

ARTICLE IX. TERMINATIONS AND DISPUTE RESOLUTION.

A. Convenience Termination by the City. The City may terminate this Agreement, or any Task Order authorized under this Agreement, at any time for convenience upon seven (7) calendar days written notice.

B. Termination for Cause by the City. The City may terminate this Agreement, or any Task Order authorized under 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.

C. Termination by Consultant. If the City materially fails to meet its responsibilities and obligations under this Agreement, Consultant shall notify the City of such failure. If the City fails to cure its material breach, Consultant may, after thirty

(30) days written notice, terminate its performance under this Agreement, or any Task Order authorized under this Agreement.

D. Payment for Termination. In the event of termination, the City shall pay Consultant for the work delivered and acceptable to the City for all Task Orders associated with this Agreement through the date of termination based on hourly rates and reasonable expenses incurred as determined by the City, less any appropriate damages as the City may determine.

E. Disputes.

1. Compliance with the provisions of this Subsection E 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.

2. The provisions of this Subsection E shall not preclude or limit judicial review of any issues or disputes arising under this Agreement.

3. Prior to seeking any judicial review the parties shall endeavor, in good faith, to resolve any disputes arising under this Agreement pursuant to the following procedures:

a. The City Project Manager shall have the initial responsibility to interpret the requirements of this Agreement.

b. Any decision by the City Project Manager interpreting the requirements of this Agreement may be appealed in writing to the Department Head of the City department responsible for the work.

c. 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.

d. 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 decision and shall specify in detail the basis for appeal claimed by Consultant.

e. The City Department Head shall establish a Dispute Committee to hear appeals consisting of three persons knowledgeable in the field of the work, and if the work is design, who are also professional engineers and are not employed nor affiliated with the City.

f. The City shall present its case prior to deliberations of the Committee. Consultant shall also have the opportunity to fully present its case to the Committee.

g. The Committee may request any other materials and written memorandum necessary to consider the issues and may schedule other proceedings as necessary.

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

i. The decision of the Committee shall be a non-binding interpretation of the facts that are the subject of the appeal, subject to any judicial review.

5. 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.

6. Any decision of the City to terminate the work under this Agreement shall not be subject to the dispute resolution of this Article.

ARTICLE X. OWNERSHIP OF DOCUMENTS.

A. City Ownership. The data used in compiling, and the results of, any tests, surveys or inspection of the Project site, as well as all photographs, drawings, electronically stored records of work performed, renderings, specifications, schedules, data processing output, computations, studies, audits, 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 Project for which they are made is executed 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 with this paragraph shall be a condition precedent to the City's obligation to make final payment to Consultant.

B. Other Uses of Documentation. The City shall utilize documents created by Consultant for this Project only and Consultant's liability in connection with their use for construction purposes shall be limited to the use of such documents for this Project.

To the extent permitted by law, the City hereby indemnifies Consultant against any claims arising from the use by the City of the foregoing documents on any other project or on any modification to the Project after completion unless Consultant is employed to perform such modification.

ARTICLE XI. CONSULTANT/SUBCONSULTANT RELATIONSHIP. The City acknowledges that Consultant may employ various specialized subconsultants to perform work defined in each Task Order. Consultant shall list proposed subconsultants in each Task Order for review and approval by the City. It is solely Consultant’s responsibility to ensure that any of Consultant’s subconsultants perform in compliance with the terms of this Agreement. Subconsultants listed in an authorized Task Order may not be changed without ten (10) days prior written notice to the City.

ARTICLE XII. SAFETY. Consultant agrees to take all necessary safety precautions and comply with all applicable provisions of federal, state 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 the Project from complying with the safety requirements of their contract, nor shall it make Consultant responsible for the contractor’s compliance with the safety requirements. The City Task Manager or designee may stop Consultant’s work if safety laws or safe work practices are not being observed.

ARTICLE XIII. DAMAGE TO PROPERTY. Consultant shall be responsible for any and all damage to property belonging to the City and the City's tenants to the extent caused by an act or omission of Consultant, its agents or employees. Consultant shall be responsible for repairing said damaged property and shall pay the costs therefor.

ARTICLE XIV. LICENSES. Consultant agrees to possess and keep current all state and local licenses required for the services to be performed herein.

ARTICLE XV. INDEPENDENT CONTRACTOR. 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.

ARTICLE XVI. ASSIGNMENT. This Agreement cannot be assigned by either party.

ARTICLE XVII. NOTICES.

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

Engineering, Contracts Salt Lake City Public Utilities 1530 So. West Temple Salt Lake City, Utah 84115 EMAIL: SLCDPUEng@slc.gov

Notices to Consultant, if sent by certified mail postage prepaid or overnight delivery service for which a delivery receipt is required, addressed to:

**Consultant name** **Consultant address** EMAIL: **Consultant email**

B. Effectiveness of Notice. Notices sent by certified mail or overnight express 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 to SLCDPUEng@slc.gov and the email address of the City Project Manager.

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

ARTICLE XVIII. NO THIRD-PARTY BENEFICIARIES. Consultant assumes no duty or responsibility under this Agreement that may be construed as being for the benefit of and/or thereby 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 shall confer no third party rights whatsoever.

ARTICLE XIX. REPRESENTATION REGARDING ETHICAL STANDARDS FOR

CITY OFFICERS AND EMPLOYEES AND FORMER CITY OFFICERS AND

EMPLOYEES. The Bidder. Offeror, or Contractor represents that it has not: (1) provided an illegal gift or payoff to a city officer or employee or former city officer or employee, or his or her relative or business entity; (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, 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.

ARTICLE XX. CAPITALIZED TERMS. Terms capitalized in this Agreement that are defined in this Agreement shall have the meaning specified in this Agreement.

Other terms are capitalized solely for convenient reference.

ARTICLE XXI. GOVERNMENT RECORDS ACCESS AND MANAGEMENT ACT.

The City is subject to the requirements of the Government Records Access and Management Act, Chapter 2, Title 63, Utah Code Annotated or its successor ("GRAMA"). All materials submitted by Consultant pursuant to this Agreement may be subject to disclosure unless such materials are exempt from disclosure pursuant to GRAMA. Any materials for which Consultant claims a privilege from disclosure shall be submitted marked as "Confidential" and accompanied by a statement from Consultant explaining Consultant’s claim of exemption from disclosure. 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 disclosure of any materials required by GRAMA.

ARTICLE XXII. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations or agreements either written or oral, and cannot be altered, amended or modified except in writing signed by both parties.

ARTICLE XXIII. GOVERNING LAW AND VENUE. The laws of the State of Utah shall govern this Agreement, and venue shall be in Salt Lake County, Utah.

ARTICLE XXIV. ELECTRONIC CONSENT AUTHORIZATION. ALL PARTIES

have agreed upon all the terms and conditions within this contractual agreement, therefore, by signing this document electronically, they are acknowledging and giving their expressed consent to the electronic submission and acceptance of all information, documentation, and signatures.

CONSULTANT

SIGNATORY NAME

SIGNATORY TITLE

SALT LAKE CITY CORPORATION

LAURA BRIEFER

DIRECTOR OF PUBLIC UTILITIES

APPROVED AS TO LEGAL FORM:

CARLY CASTLE

SENIOR CITY ATTORNEY

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

ATTEST AND COUNTERSIGN:

CITY RECORDER OR CITY RECORDER DESIGNEE

EXHIBIT A – RATE SCHEDULE

Include tabular rate schedule format

**Consultant address**