2-SSL Downtown Circulation RFP FINAL 2026.pdf

Request for Proposals (RFP) – South Salt Lake Downtown Circulation and Transportation Master Plan

Project Overview and Introduction

The City of South Salt Lake (SSL) seeks to develop a comprehensive traffic circulation plan for the South Salt Lake downtown. The downtown circulation plan will define the future of mobility in our emerging urban core. As the city experiences rapid growth, this project is necessary to transform existing roadways into a cohesive, high-function network that supports and accommodates increased density near two transit hubs. By studying traffic anomalies and future demand, we aim to move beyond traditional vehicle-centric planning to create a district that is safer, more efficient, more walkable and economically resilient.

The primary goal of this project is to establish a clear, actionable plan for multimodal connectivity that prioritizes the safety and accessibility of pedestrians, cyclists, transit users and motorists. We are underscoring this initiative to ensure that downtown infrastructure can sustain long-term development while enhancing the live-work-play experience for residents and visitors alike. Key objectives include optimizing intersection performance through advanced technical modeling, identifying strategic infrastructure gaps, and facilitating robust stakeholder engagement to build community consensus. The final plan will serve as a foundational document for future capital improvement projects and coordination with partners such as the Utah Transit Authority.

The City reserves the right to select a Proposer and to require the selected Proposer to coordinate with City, external agencies and other contractors.

Scope of Work

Please refer to Attachment 1 for additional details.

The City of South Salt Lake is seeking a qualified consultant to develop a downtown circulation plan that optimizes the urban transportation network by conducting a comprehensive analysis of current traffic patterns, identifying infrastructure improvements for multimodal connectivity (pedestrian, bicycle, transit and motor vehicle), and proposing a phased implementation strategy that supports the City’s housing/transit-oriented development goals in an emerging downtown.

The selected firm will be responsible for technical modeling, evaluating intersection performance, and facilitating stakeholder engagement to ensure the final plan balances efficient vehicular flow with a safe, walkable, and economically vibrant downtown environment.

The selected Service Provider will work with the Economic Development Department who will lead this project, as well as key City departments such as the Engineering, Neighborhoods, and Planning Departments, as well as receiving input from various community partners.

Qualifications of Proposers

Respondents to this RFP can be a single firm, partnership or individual. Proposers must have the following qualifications:

1. Multimodal transportation and urban design expertise - Proven experience in planning and executing circulation strategies for other urban communities and downtown areas.

2. Strong stakeholder management and communication skills – respondents should have experience and ability to work collaboratively with City staff, other jurisdictional partners, community members and local organizations and businesses.

3. Advanced technical proficiency in Urban Modeling and simulation – this includes expert and complex data analytics using phasing and prediction tools to analyze how changes will impact the South Salt Lake Downtown area.

4. Time and Project Management excellence, including a track record of meeting deadlines.

Contents of Proposal Proposals are limited to 10 pages (including attachments) and should be submitted as one single PDF. Multiple attachments will not be accepted. Proposals will be evaluated based on the criteria listed below (“Selection Criteria”). The proposal must include:

1. Bio – Information and brief résumé, focusing on past three years of work. Include information about business organizational structure. Explain how your background relates to the scope of the project as outlined in this RFP.

2. Experience and References – A statement detailing your experience in development and execution of circulation strategies in cities and financial stability of the business. Respondents should include no less than three (3) references including project examples, names and phone numbers.

3. Proposal – Describe your proposal for this project. This should be a detailed work plan including a timeline to complete the project. If the Proposer uses a third party (sub-contractor, sub-consultant, etc.) state the name and identify the portion of the scope of work to be completed by the third party(ies).

4. Budget – A proposed budget of projected costs to be incurred by the service provider, including the performance of all services specified, labor, travel, lodging, insurance, materials and other costs.

Selection Criteria

Proposals will be evaluated based on the following criteria:

1. Understanding the project objectives and requirements.

2. Qualifications and experience in relevant projects.

3. Timeline/ hours to plan and execute the project within budget.

4. Fee (Budget) with breakdown of costs.

RFP Dates and Schedule

The following are dates and deadlines for the project selection and award:

RFP Release: Monday, June 12, 2026 Pre-Proposal Meeting: Wednesday, July 1, 2026, at 11:00 a.m. MST Final Day to Submit Questions: Monday, July 6, 2026, at 5:00 p.m. MST Submission Deadline: Friday, July 10 at 5:00 p.m. MST Selection of Proposal: by Friday, July 17, 2026 Contract Execution: by Friday, July 31, 2026

Project Budget

The City has budgeted up to $150,000 for this project. Proposers should review Attachment 1 and include contingency in their proposed fees for unanticipated costs and scope items.

Pre-Proposal Meeting

An optional virtual Pre-Proposal Meeting will be held on Wednesday, July 1, at 11:00 a.m. RSVPs are required no later than 24 hours in advance of the meeting and to receive a link to attend the meeting virtually. Inquiries and RSVPs regarding this meeting should be directed to Jenny Diersen, jdiersen@sslc.gov. All answers and addenda will only be posted on Utah Public Procurement Portal (UP3 Website) and a login with Bonfire will be required.

Questions and Contact Information

All questions regarding this RFP are due in writing via email by Monday, July 6 at 5:00 p.m. All questions can be directed to Jenny Diersen at jdiersen@sslc.gov.

All questions and answers to this RFP will be posted on the UP3 Website.

Proposal Submission

Proposals must be submitted to the City of South Salt Lake by Friday, July 10, 2026, at 5:00 p.m., MST (“Submission Deadline”). The City is not responsible for proposals delivered incorrectly or for failure to receive.

Submissions shall be delivered in the following way:

Utah Public Procurement Portal: As a single PDF not to exceed 10 pages. Separate attachments will not be accepted. Bonfire: https://utah.bonfirehub.com/portal/?tab=openOpportunities

Proposers wishing to verify receipt of the proposal may contact Ariel Andrus at aandrus@sslc.gov.

Disclaimer

Submissions that are late, incomplete or do not meet submission format and contents as described in this RFP will not be accepted. The City reserves the right to reject all submissions or to waive any informality in any submissions if deemed the best interest of the City. The City does not guarantee that a contract will be awarded following the submission deadline.

General Terms and Conditions

1. Compliance with Laws. The proposer shall always observe and comply with all laws, ordinances, regulations and codes of the federal, state, county and city, which may in any manner affect the performance of the contract. Proposers shall not discriminate against any worker, employee or applicant, or any member of the public because of race, creed, color, age, sex, pregnancy, child-birth, or pregnancy related conditions, religion, disability, sexual orientation, gender identity, genetic information, military status, or national origin, or otherwise commit an unfair employment practice.

2. Incurred costs. The City is not liable for any costs incurred by Proposers prior to the execution of a Services Agreement (“Agreement”) Attachment 2.

3. Proposer not Agents. Unless otherwise stated in the final Agreement, the Proposer shall not be held or deemed in any way to be an agent, employee or official of the City, but rather an independent contractor.

4. Indemnification. The successful Proposer shall indemnify, save, and hold harmless the City and all of its employees, officers, directors, subcontractors and agents against any and all claims, demands, suits or other forms of liability that may arise out of, or by reason of, any noncompliance by the Proposer with any agreements, warranties or undertakings contained in or made pursuant to this RFP. The Proposer shall review such requirements as part of the Agreement included in Attachment 2.

5. Negotiation of Services Agreement. The City reserves the right to reject any or all proposals or to award multiple Agreements to multiple qualified Proposers. At its sole discretion, The City may extend the dates for award of the Agreements. The City reserves the right to negotiate any or all terms upon award of the Agreement.

6. Ethics in Contracting. By submitting its proposal, Proposer certifies that its proposal is submitted without collusion or fraud, that it has not offered or received any kickback or inducement from any other Proposer, supplier, manufacturer, subcontractor or other person in connection with its proposal and that it has not conferred on any public employee or official having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, employment, service or anything of more than normal value, present or promised, unless consideration of substantially equal or greater value was exchanged as part of a completely independent transaction.

7. Taxes. The successful Proponent(s) shall be responsible for, and pay any applicable taxes related to the Agreement. The City is a tax-exempt organization and shall not be billed for, nor be expected to pay any taxes applicable to the Services.

8. Insurance. By submitting a proposal in response to this RFP, the Proposer certifies that, if awarded the contract, it will have the insurance coverage required for performance of the Services, if any, at the time the work commences (Attachment 2). Additionally, the Proposer certifies that it will maintain this insurance coverage throughout the entire term of the contract and that all insurance coverage shall be provided by insurance companies authorized to sell insurance in Utah. During the term of the contract, City reserves the right to require the successful Proposer to furnish certificates of any required insurance for the coverage required by City, if any is required.

Any request for changes related to indemnification or insurance provisions contained in the Draft Services Provider Agreement (Attachment 2), must be submitted no later than the Submittal Deadline. Any requested changes to City’s standard insurance and indemnification provisions must be approved in the sole discretion of the City.

9. Disclosure of Proposal Content. All responses, inquiries, and correspondence relating to this RFP and all reports, charts, displays, schedules, exhibits and other documentation produced by the Proposer that is submitted to the City, as part of the proposal or otherwise, shall become the property of the City when received by the City and may be considered public information under applicable law. The Government Records Access and Management Act (“GRAMA”) states that certain information in the submitted proposal may be open for public inspection. If the Proposer desires to have information contained in its proposal protected from such disclosure, the Proposer may request such treatment by providing a “written claim of business confidentiality and a concise statement of reasons supporting the claim of business confidentiality” with the proposal. Blanket claims that the entire RFP is confidential will be denied. The City cannot guarantee that any information will be held confidential.

Disposition of Proposals, Statements, and Negotiations

1. Disposition of Proposals - Public Records. All materials submitted in response to this RFP will become the property of SSLC. One (1) copy of each proposal shall be retained for official files and will become a public record after the award and open to public inspection.

It is understood that the proposal will become part of the official file on this matter without obligation on the part of the City of South Salt Lake.

2. Verbal Statements or Agreements. No verbal agreement or conversation with any officer, agent, or employee of SSLC, either before or after execution of the contract, shall affect or modify any of the terms or obligations contained in the contract. Any such verbal agreement or conversation shall be considered as unofficial information and in no way binding upon SSLC or the Proposer.

3. Negotiations. SSLC reserves the right to reject or to waive any or all proposals. After SSLC has identified the best qualified candidate(s), the Parties shall have the right to negotiate with the Proposer over the final terms and conditions of the contract. These negotiations may include bargaining; however, by submitting a proposal, the Proposer acknowledges that it has reviewed the sample Agreement in Exhibit 2 and is prepared to sign a substantially similar Agreement with the City. The primary objective of the negotiations is the evaluation factors set forth in the RFP. If an agreement cannot be reached, the negotiation will be terminated.

Attachments

1. Scope of Service: Downtown South Salt Lake Circulation

2. DRAFT Service Provider Agreement

Attachment 1 – Scope of Work for South Salt Lake Downtown Circulation and Transportation Master Plan

Key areas of focus for the respondent shall include:

Project Timeline, Management and Engagement The City of South Salt Lake seeks a project management approach that adheres to budget and an estimated 12-month timeline, while maintaining transparent communication throughout the development of the Downtown Circulation and Transportation Master Plan. Proposers must facilitate regular coordination meetings and stakeholder engagement sessions to align project milestones with the city's vision for a vibrant, walkable, transit oriented, and multi-modal downtown core.

A targeted engagement strategy focused on key stakeholders is crucial to this e ort, while understanding the public has already engaged in the development of the Station Area Plans and the South Salt Lake Strategic Mobility Plan (linked below). Proposers should include a recommended engagement strategy detailing how they will collaborate with the project steering committee, which will provide primary feedback. The strategy should also outline adaptable approaches for additional outreach.

Study Area The Study Area (attached below) is located at the urban core primed for multimodal growth and connectivity. It encompasses the heart of the city's emerging downtown, bounded by State Street on the east and Interstate 15 (I-15) on the west, extending from 2100 South at its northern border to Interstate 80 (I-80) at its southern limit. This compact, high-density quadrant serves as a critical regional crossroads, containing vital transit hubs, commercial corridors, and developing mixed use residential spaces. By evaluating infrastructure within these specific boundaries, the plan establishes targeted strategies to improve tra ic circulation, enhance pedestrian and bicycle safety, and optimize access.

Review and Consolidation Establish mobility, access, and parking strategies supporting downtown and station area plans, new growth and development, and a people-centered downtown. Several transportation projects are already scheduled in the project area. These should be considered in the proposer’s review and final products.

Trip Generation Analysis & Mixed-Use Mobility Multimodal mobility is one of the key priorities both into and within the study area. A successful respondent will predict twenty-year (2046) future mixed-use tra ic volumes for the study area based on planned land use changes. This mixed-use trip generation should account for the e iciencies created by a robust multimodal network and presence of mixed-use development and include pedestrians, cyclists, transit riders and vehicle use. This task includes suggesting locations of improvements to leverage new development while also supporting improved safety and enhanced multimodal access.

Distribution and Grid Development Improve the street grid to facilitate development opportunities and district connectivity. To establish a high functioning downtown grid, the project must prioritize the development of multimodal corridors that balance vehicular throughput with safe pedestrian and bicycle infrastructure. Technical recommendations should define roadway widths that accommodate bicycle and transit facilities while optimizing the number of travel lanes to reduce crossing distances and improve walkability. Furthermore, the plan must include strategic on-street parking provisions that serve active transportation users and support the economic viability of the City’s Housing and Transit Reinvestment Zone (HTRZ).

Circulation and Access Management Strategy Understanding trip generation from existing and future development in the downtown is essential to this project. Progressive trip generation and mode share goals for the district should be used to set a program that drives desired outcomes. This should include items such as critical regional vehicle and bicycle connections assigned as a set of modal priorities to guide street concept design. A street network plan that includes vehicle routes, linked to parking resources and oriented to major regional highway connections is critical. Bicycling, pedestrian, Transit and privately owned public space connections and facilities should all be considered as part of this plan.

Project Development and Prioritization The proposer will work in close coordination with the City to develop a comprehensive phasing and prioritization plan that identifies high impact projects across all transportation modes. This e ort must assign necessary roadway classifications and propose multimodal cross sections that integrate seamlessly with regional trail networks and transit facilities. By leveraging data-driven prioritization, the consultant will establish a clear schedule for implementation that aligns with the City’s long term capital improvement goals and regional connectivity.

Gateway Analysis Preform an analysis for up to 5 key intersections to identify capacity constraints and recommend mitigation techniques that improve multimodal access. This task covers existing and future conditions for the primary corridors serving the study areas.

Shared Parking Analysis Analyze the impact of proposed land use changes by applying a shared parking methodology across designated study zones. The scope includes a comparative assessment of future requirements against existing supply and occupancy levels.

Reference Documents South Salt Lake Downtown Connect Station Area Plan 2025 Millcreek Meadow Brook Station Area Plan 2025 South Salt Lake Strategic Mobility Plan 2020 South Salt Lake Strategic Mobility Plan Update 2025 South Salt Lake Strategic Mobility Plan Update 2025 (Data Sources) Downtown South Salt Lake Project Area Maps (attached)

City of South Salt Lake 220 E. Morris Ave., Suite 200 South Salt Lake City, Utah 84115 Phone: (801) 483-6000

PROFESSIONAL SERVICES AGREEMENT – SSL DOWNTOWN

TRAFFIC CIRCULATION STUDY

This Professional Services Agreement ("Agreement") is by and between THE CITY OF SOUTH SALT LAKE, hereinafter referred to as "THE CITY", and SERVICE PROVIDER, hereinafter referred to as "CONSULTANT". Collectively, the CITY and CONSULTANT are referred to as “PARTIES”:

WITNESSETH:

WHEREAS, the CITY desires to retain CONSULTANT to perform event planning services promoting the priorities of the CITY, on a non-exclusive basis and as assigned from time-to-time by the CITY’s representative;

WHEREAS, CONSULTANT submitted a Statement of Qualifications to the CITY, outlining the CONSULTANT’s ability to perform such services, attached hereto as Exhibit A, and represents that it has the personnel with technical expertise, experience and knowledge to perform such work for the CITY;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

CONSULTANT shall perform and accomplish in a manner satisfactory to the CITY those tasks (“Services”) described herein. CONSULTANT shall report to the RDA Senior Program Manager (“Manager”). The Services shall include:

A. TBD based on scope provided.

B. TBD based on scope provided.

C. TBD based on scope provided.

D. TBD based on scope provided.

E. TBD based on scope provided.

Upon written request by the CITY and subject to the CONSULTANT’s availability, CONSULTANT shall perform and accomplish in a manner satisfactory to the CITY those tasks described in [Bid/Statement of Qualifications/Scope of Work] attached hereto as Exhibit A, which is incorporated herein by reference. Upon receipt of a written request from CITY, CONSULTANT shall inform CITY of an estimated timeline for completion as well as any estimated supply costs. CITY shall approve or deny

CONSULTANT’S estimate in writing and CONSULTANT shall complete the written request on the timeline mutually agreed upon by the PARTIES.

Both general advice and written request projects are referred to as “Services.” The CONSULTANT shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily possessed and exercised by a member of the same profession who is currently practicing under similar circumstances.

2. TIME OF PERFORMANCE

CONSULTANT shall perform Services, as assigned by the CITY’s representative, from the time this Agreement is executed until this Agreement’s expiration on (INSERT DATE) (or as extended and amended and pre-authorized by the Mayor of the City). When assigned, CONSULTANT shall work diligently to complete the Services to the satisfaction of the CITY.

3. COMPENSATION

A. Compensation - During the term of this Agreement, the compensation paid by the CITY to CONSULTANT for all Services specified herein shall be an amount not to exceed $XX,XXX per fiscal year, as indicated in the budget summary, attached as Exhibit A and incorporated by this reference. Any compensation exceeding this amount must be pre-authorized in writing by the Mayor of the CITY.

B. Method and Time of Payment - Payment shall be made in the following manner:

(i) CONSULTANT shall submit invoices to the CITY on a monthly basis for services completed during that specific year.. All such invoices shall

(a) indicate the percentage of each Service that has been completed by CONSULTANT as of the date of the invoice, (b) indicate the total amount charged for Service during the previous invoice, and (c) provide a summary of all other direct and indirect costs incurred by CONSULTANT that pass to the CITY pursuant to the terms of this Agreement. All such invoices will be based on actual cost incurred.

(ii) The CITY shall reimburse CONSULTANT within thirty (30) calendar days after the receipt of each invoice.

(iii) CONSULTANT shall maintain complete records of all costs incurred under this Agreement. All such records shall be maintained on a generally accepted accounting basis for a minimum period of five (5) years after final payment is made under this Agreement and shall be clearly identifiable and readily accessible to authorized representatives of the CITY for inspection and audit.

C. Compensation After Termination - In the event that this Agreement is terminated as provided below, the CONSULTANT shall be compensated for all hours worked and other expenses incurred under this Agreement prior to the date of receipt of the termination notice or other termination date specified in such notice, except that compensation shall not exceed the amount stated in paragraph 3A. The CONSULTANT and any of its subcontractors, agents and legal representatives agrees to accept this amount of compensation in full satisfaction of all claims for compensation under this Agreement.

4. CHANGES AND ADDITIONAL SERVICES

This Agreement constitutes the entire agreement between the CITY and CONSULTANT and it may not be amended or altered in any way except by a written amendment signed by both parties to this Agreement; provided, however, that at any time during the term of this Agreement the CITY, by written notice to CONSULTANT, may modify the scope of the Services to be furnished by CONSULTANT under this Agreement. If such modification causes an increase or decrease in the amount of Services to be provided by CONSULTANT or in the amount of time required for their performance, equitable adjustment shall be made to the provisions of this Agreement for payments to CONSULTANT.

5. TERMINATION

A. CONSULTANT or CITY may terminate this Agreement at any time with or without cause by giving 30-days advance written notice of such termination.

B. In the event of any such termination, the CONSULTANT shall deliver to the CITY, as the property of the CITY, all designs, reports, drawings, studies, estimates, computations, memoranda, documents, and other papers or materials either furnished by the CITY or prepared by or for the CONSULTANT under this Agreement.

6. COPYRIGHT AND OWNERSHIP OF DOCUMENTS

No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of CONSULTANT. Ownership of all designs, reports, drawings, studies, estimates, models, computations, and other related items prepared under this Agreement shall vest in the CITY upon payment to the CONSULTANT for all Services rendered herein through the date of the expiration or termination of this Agreement.

7. ASSIGNMENT

The CONSULTANT's rights, obligations and duties under this Agreement shall not be assigned in whole or in part without the prior written consent of the CITY.

However, claims for money due to the CONSULTANT from the CITY under the terms of this Agreement may be assigned to a bank, trust company or other such financial institution, provided that prompt written notice of such an assignment is given to the CITY. None of the Services covered by this Agreement shall be subcontracted without the prior written approval of the CITY.

8. INDEPENDENT CONTRACTOR

CONSULTANT will act as an independent contractor in the performance of the Services under this Agreement. Accordingly, CONSULTANT shall be responsible for the payment of all required business license fees and all taxes including Federal, State and local taxes arising from CONSULTANT's activities under the terms of this Agreement.

9. PROHIBITED INTERESTS

No officer, member or employee of the CITY, no member of the CITY's governing body and no other public official of the locality or localities in which the Project is being carried out who exercises any functions or responsibilities in the review and approval of this Project shall participate in any decision related to this Agreement affecting, either directly or indirectly, his or her own personal interest.

10. CONFLICTS OF INTEREST

A. CONSULTANT hereby certifies that the company and any personnel assigned to work for the CITY under this Agreement are not involved in other projects that would pose a conflict to the CONSULTANT's ability to successfully carry out the responsibilities of this Agreement. If potential conflicts arise during the term of this Agreement, the CONSULTANT agrees to notify the CITY immediately in writing and discuss the potential issues and work with the CITY to address any potential issues arising from the situation.

B. The CONSULTANT covenants that it presently has no known personal or pecuniary interest and shall not knowingly acquire such interest, directly or indirectly, which could conflict in any manner with the performance of Services under this Agreement, including the submission of impartial reports and recommendations.

11. STATUS VERIFICATION SYSTEM

A. Pursuant to Utah Code Ann. § 63G-12-302, the CONSULTANT certifies that it is registered with and participates in a Status Verification System, as defined in the Utah Code, to verify the work eligibility status of its new employees that are employed in the state of Utah. The CONSULTANT further agrees that it will require any subcontractor performing work on this project to similarly certify that it is registered with and participates in a state-approved Status Verification System to verify the work eligibility status of its new employees that are employed in the state of Utah. The CONSULTANT will, within five days written notice, provide proof of enrollment and participation in a Status Verification System to the CITY.

B. Alternatively, if CONSULTANT is a sole proprietor or otherwise has no employees besides the individual performing Services, CONSULTANT may provide CITY with a signed affidavit confirming that CONSULTANT:

(i) is a single individual and has no employees; and

(ii) is able to provide CITY with verified proof of the individual’s legal eligibility to work in the United States.

12. INDEMNIFICATION

CONSULTANT expressly agrees to hold and save harmless and indemnify the CITY, its officers, agents, servants and employees for liability of any nature (including, without limitation, reasonable attorneys' fees) related to a breach of this Agreement by CONSULTANT, the Services provided under this Agreement by CONSULTANT or arising from any act or omission of CONSULTANT or of any employee or agent of CONSULTANT.

13. INSURANCE

CONSULTANT has delivered to CITY a certificate of insurance demonstrating that CONSULTANT has in effect liability and other insurance appropriate to provide protection from claims arising from the Project resulting from the acts or omission of CONSULTANT, its agents or employees and all subcontractors or suppliers as well as their agents or employees, for whom CONSULTANT may be liable. The certificate of insurance will demonstrate that CONSULTANT has at minimum, the following types of insurance coverage and must name the City as an additional insured:

A. Workers’ Compensation Insurance: Statutory workers’ compensation insurance (Part A). Such insurance shall also include employer’s liability (Part B) insurance in a limit of not less than $1,000,000 for each: accident, disease, and employee. No owner or officer may be excluded; or, if any exclusions exist, no excluded proprietor, partner, executive officer, member, or individual may perform any work pursuant to this agreement.

B. Liability insurance providing protection for claims arising from bodily injury, sickness or disease, death, damage to property, damage from business interruption, and motor vehicle accidents. CONSULTANT shall maintain coverage in the minimum amount of two million dollars ($2,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate.

C. Waiver of Subrogation Endorsements: The CONSULTANT hereby waives any and every claim for recovery from the CITY, Lenders, and their respective officers and employees for any and all loss or damage covered by any of the insurance policies to be maintained under this Agreement to the extent that such loss or damage is recovered under any such policy. To the extent the foregoing waiver would preclude coverage under any insurance required by Section 13, the CONSULTANT shall give written notice of the terms of such waiver to each insurance company which has issued, or which may issue in the future, any such policy of insurance (if such notice is required by the insurance policy) and shall cause each such insurance policy to be properly endorsed, or to otherwise contain one or more provisions that prevent the invalidation of the insurance coverage by reason of such a waiver.

D. Excess Liability Insurance: The amounts of insurance required in the foregoing subsections may be satisfied by the CONSULTANT purchasing coverage in the amounts specified or by any combination of primary and excess insurance, so long as the total amount of insurance meets the required limits specified above. Evidence of excess liability or umbrella policies shall include a schedule of underlying coverages.

The insurance shall be provided by an insurance carrier with a rating of A- or better as rated by AM Best. The certificate(s) of insurance shall be attached to this Agreement as Exhibit B and incorporated by this reference.

14. CONFIDENTIALITY

A. The parties (and their employees, agents and contractors) shall not disclose, except to each other, any proprietary information, professional secrets or other information, records, data and data elements (including, but not limited to, protected health information) collected and maintained in the course of carrying out the responsibilities under this Agreement, unless such party receives prior written authorization to do so from the other party or as required by law.

B. Notwithstanding paragraph 14A, the CONSULTANT recognizes that documents provided to the CITY are subject to the Government Records Access and Management Act (GRAMA), Utah Code Ann. § 63G-2-101 et seq., and that records are presumed public unless appropriately classified as protected, private, or controlled. Any document for which protected or private status is sought should be so marked by the CONSULTANT to avoid unauthorized disclosure to the public.

C. All confidential obligations contained herein (including those pertaining to information transmitted orally) shall survive the termination of this Agreement. The parties shall ensure that their respective employees, agents and contractors are aware of and shall comply with the aforementioned obligations.

D. Either party that breaches the confidentiality agreement herein shall be liable to the non-breaching party for any damages that result from the breach of confidentiality (including, without limitation, reasonable attorneys' fees).

15. DEFAULT

In the event there is a default with respect to any of the provisions of this Agreement or its obligations under it, the non-defaulting party shall give the defaulting party written notice of such default. After receipt of such written notice, the defaulting party shall have fifteen (15) days in which to cure any monetary default and thirty

(30) days in which to cure any non-monetary default, provided the defaulting party shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and the defaulting party commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. The non-defaulting party may not maintain any action or effect any remedies for default against the defaulting party unless and until the defaulting party has failed to cure the same within the time periods provided in this paragraph.

16. GOVERNING LAW

This Agreement shall be interpreted under and governed by the laws of the State of Utah.

17. NOTICES

All written notices to CONSULTANT shall be considered sufficiently given if mailed, delivered in person, or emailed to:

NAME

COMPANY

ADDRESS

CITY, STATE ZIP CODE

EMAIL

PHONE NUMBER

All invoices, written reports and written notices given to the CITY shall be considered sufficiently given if mailed, delivered in person, or transmitted by facsimile machine to:

Jenny Diersen The City of South Salt Lake First Floor – Community & Economic Development Office 220 E. Morris Ave., South Salt Lake City, UT 84115 jdiersen@sslc.gov

18. ENTIRE AGREEMENT

This Agreement cancels and supersedes all previous discussions, negotiations, understandings, representations, warranties and agreements, written or oral, relating to the subject matter of this Agreement, and contains the entire understanding of the parties hereto.

19. CONFLICTS WITH TERMS IN EXHIBITS

To the extent there are any conflicts between the terms in this Agreement and the terms in Exhibit A or Exhibit B, the terms of this Agreement shall supersede those terms. All non conflicting terms in those exhibits are incorporated by reference into this Agreement.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the dates set forth below.

For CONSULTANT: For CITY:

Dated: ________________________ Dated: _________________________

By: ___________________________ By:

____________________________ Title: __________________________

Title: _________________________

NAME OF PERSON SIGNING Cherie Wood, Mayor

Attest: __________________________ Ariel Andrus, City Recorder

Approved as to form:

________________________________ City Attorney

Exhibit A – Bid / Statement of Qualifications / Scope of Work / Budget

Exhibit B – Certificate of Insurance