3-Attachment B.pdf

EMWWTF MFS Equipment Procurement Eagle Mountain City, Utah

00 01 10 - 1 Attachment B - Table of Contents December 2025

ATTACHMENT B – CONTRACT DOCUMENTS

TABLE OF CONTENTS

SPECIFICATION TITLE

DIVISION 00 – CONTRACT DOCUMENTS

00 01 10 TABLE OF CONTENTS

EAGLE MOUNTAIN CITY CONTRACT FOR GOODS

00 51 00 NOTICE OF AWARD

00 52 00 AGREEMENT BETWEEN BUYER AND SELLER FOR

PROCUREMENT CONTRACT

00 61 13 PERFORMANCE BOND FOR PROCUREMENT CONTRACT

00 61 14 PAYMENT BOND FOR PROCUREMENT CONTRACT

00 72 00 GENERAL CONDITIONS OF THE PROCUREMENT CONTRACT

00 80 00 SUPPLEMENTARY CONDITIONS OF THE PROCUREMENT

CONTRACT

END OF SECTION

Updated 05.2025

EAGLE MOUNTAIN CITY

CONTRACT FOR GOODS

This contract and all attachments are public record.

1. CONTRACTING PARTIES: This contract is between Eagle Mountain City and the following:

_______________________________________________ LEGAL STATUS OF CONTRACTOR

Name Sole Proprietor

_______________________________________________ Non-profit Corporation

Address For-profit Corporation

_______________________________________________ Partnership

City, State Zip LLC

Government Agency

Contact Name: _______________________________________________________________________

Email: ______________________________________________________________________________

Phone Number: _______________________________________ Vendor Number: _________________

2. GENERAL PURPOSE OF CONTRACT OR PROJECT NAME:

3. CONTRACT PERIOD:

Effective Date: _____________________ Product Delivery Deadline: _______________________

Termination Date (Completion of Scope of Work, unless terminated early or extended in accordance with the terms of conditions of this contract): ______________________

Renewal Options (if applicable): ________________________________________________________ _

4. CONTRACT COSTS: See Cost Schedule (Attachment B).

a. Total Contract Cost: ____________________________ GL Account No: ___________________

b. Is this project a budgeted project: Yes No Is this a fixed-price contract: Yes No

c. Does the contract need City Council approval: Yes No Date of CC approval: __________

Eagle Mountain City Project Manager Signature: _________________________________________

Eagle Mountain City Purchasing Agent Signature: _________________________________________

5. ATTACHMENT A: Standard Terms and Conditions for Goods ATTACHMENT B: Scope of Work/Cost Schedule

ATTACHMENT C: Insurance

ANY CONFLICTS BETWEEN ATTACHMENT A AND THE OTHER ATTACHMENTS WILL BE

RESOLVED IN FAVOR OF ATTACHMENT A.

6. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT

ATTACHED:

a. All other governmental laws, regulations, or actions applicable to the goods and/or services authorized by this contract.

7. Each signatory below represents that he or she has the requisite authority to enter into this contract.

IN WITNESS WHEREOF, the parties sign and cause this contract to be executed.

Dated this ____________ day of __________________________ , 20 _____ .

EAGLE MOUNTAIN CITY

Signature

Print Name: ________________________________

Title: _____________________________________

ATTEST: APPROVED AS TO FORM

Gina L Olsen, CMC Marcus Draper

City Recorder City Attorney

Dated this ____________ day of __________________________ , 20 _____ .

CONTRACTOR

Signature

Print Name: ________________________________

Title: _____________________________________

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ATTACHMENT A:

STANDARD TERMS AND CONDITIONS FOR GOODS

This is for a contract for goods only, meaning the furnishing and delivery of tangible items, equipment, materials, or commodities.

1. DEFINITIONS: The following terms shall have the meanings set forth below:

a) “Confidential Information” means information that is deemed as confidential under applicable state and federal laws, including personal information. Eagle Mountain reserves the right to identify, during and after this Contract, additional reasonable types of categories of information that must be kept confidential under federal and state laws.

b) “Contract” means the Contract including all referenced attachments and documents incorporated by reference. The term “Contract” may include any purchase orders that result from this Contract.

c) “Contractor” means the individual or entity delivering the goods identified in this Contract. The term

“Contractor” shall include Contractor’s agents, officers, employees, and partners.

d) “Goods” means the tangible items, equipment, materials, or commodities to be delivered pursuant to this

Contract.

e) “Proposal” means Contractor’s response to Eagle Mountain’s Solicitation.

f) “Solicitation” means the documents used by Eagle Mountain to obtain Contractor’s Proposal.

2. GOVERNING LAW AND VENUE: This Contract shall be governed by the laws, rules, and regulations of the State of Utah. Any action or proceeding arising from this Contract shall be brought in a court of competent jurisdiction in the State of Utah. Venue shall be in the Fourth Judicial District Court for Utah County.

3. LAWS AND REGULATIONS: At all times during this Contract, Contractor will comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements.

4. RECORDS ADMINISTRATION: Contractor shall maintain or supervise the maintenance of all records necessary to properly account for Contractor’s performance and the payments made by Eagle Mountain to

Contractor under this Contract. These records shall be retained by Contractor for at least six (6) years after final payment, or until all audits initiated within the six (6) years have been completed, whichever is later. Contractor agrees to allow, at no additional cost, Eagle Mountain access to all such records.

5. CERTIFY REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION SYSTEM”:

1. Contractor certifies as to its own entity, under penalty of perjury, that Contractor has registered and is participating in the Status Verification System to verify the work eligibility status of new employees that are employed in the State of Utah in accordance with applicable immigration laws.

2. Contractor shall require that each of its sub-contractors certify by affidavit, as to their own entity, under penalty of perjury, that each sub-contractor are also in compliance.

3. Contractor’s failure to comply with this section will be considered a material breach of this Contract.

6. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of Eagle Mountain, unless disclosure has been made to Eagle Mountain. Contractor further warrants that it has no financial or other interest in the outcome of the contract.

7. INDEPENDENT CONTRACTOR: Contractor shall be an independent contractor, and as such, shall have no authority, express or implied to bind Eagle Mountain to any agreement, settlement, liability or understanding whatsoever; and agrees not to perform any acts as agent for Eagle Mountain, except as specifically authorized and set forth herein. Persons employed by Eagle Mountain and acting under the direction of Eagle Mountain shall not be deemed to be employees or agents of the Contractor. Compensation provided to the Contractor herein shall be the total compensation payable hereunder by Eagle Mountain.

8. LIABILITY INSURANCE: Goods to be provided by Contractor under this Contract are required to be covered by insurance. Contractor shall furnish Eagle Mountain a Certificate of Insurance applying to this

Contract for each type of insurance required, to be approved by the Eagle Mountain, before Contractor begins work under this Contract. The Contractor’s insurer must be authorized to do business in Utah and must meet the specified A.M. Best rating or better at the time this contract is executed. The following insurance shall be

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maintained in force until all activities which are required by this Contract or as changed by contract modification are completed and accepted by Eagle Mountain:

(a) General Liability insurance with a limit of not less than $1,000,000 per occurrence and not less than

$3,000,000 aggregate and having an A.M. Best rating of A-class VIII or better. If this coverage is written on a claims-made basis, the Certificate of Insurance shall so indicate. Contractor represents that as long as commercially available the insurance shall remain in effect such that claims reported up to three (3) years beyond the date of substantial completion of this contract are covered.

(b) Commercial Automobile insurance with a minimum combined single limit of $1,000,000 per occurrence OR $500,000 liability per person, $1,000,000 per occurrence, $250,000 Property

Damage, and having an A.M. Best rate of A-class VIII or better.

(c) Valuable Papers & Records Coverage and/or Electronic Data Processing (Data and Media) Coverage for the physical loss or destruction of the work product including drawings, plans, specifications and electronic data and media. Such insurance shall be of a sufficient limit to protect Contractor, its sub-

Contractors and Eagle Mountain from the loss of said information.

(d) Contractor shall provide evidence that his employees and sub-Contractor employees are covered by

Workers Compensation. If they are covered by Workers Compensation Fund of Utah, then the A.M.

Best rating is not required in this area.

(e) Contractor shall require the insurance company that issues the Certificates of Insurance for the evidence of the required insurance coverage to endeavor to provide Eagle Mountain with 30-days written notice in the event that coverage is canceled before the policy expiration date stated in the

Certificate. Contractor further agrees to provide Eagle Mountain with 30 days written notice prior to making an alternation or material change to the required insurance coverage.

Policies referred to in 9(a) and 9(b) above are required to be endorsed naming Eagle Mountain as Additional

Insured and, on General Liability, indicate they are primary and not contributing coverage. All required policies, endorsements, insurance companies issuing same, and self-insured programs are subject to review and approval by Eagle Mountain.

9. EMPLOYMENT PRACTICES: Contractor agrees to abide by federal and state employment laws, including:

(i) Title VI and VII of the Civil Rights Act of 1964 (42 U.S.C. 2000e), which prohibits discrimination against any employee or applicant for employment or any applicant or recipient of goods, on the basis of race, religion, color, or national origin; (ii) Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex; (iii) 45 CFR 90, which prohibits discrimination on the basis of age; (iv) Section 504 of the

Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990, which prohibits discrimination on the basis of disabilities; and (v) Utah's Executive Order, dated December 13, 2006, which prohibits unlawful harassment in the workplace. Contractor further agrees to abide by any other laws, regulations, or orders that prohibit the discrimination of any kind by any of Contractor’s employees.

If applicable, Contractor shall comply with the following: (1) Sections 49 CFR 21 through Appendix C (2016) and 23 CFR 710.405(b) (2016) in all contracts and subcontracts financed in whole or in part with Federal-aid highway funds; (2) all applicable requirements of 49 CFR Part 26 (2016) in the award and administration of federal-aid contracts; and (3) all regulations relative to nondiscrimination in federally-assisted programs of 49

CFR Part 21, and 23 CFR Part 200 as they may be amended from time to time.

10. AMENDMENTS: This Contract may only be amended by the mutual written agreement of the parties, which amendment will be attached to this Contract. Automatic renewals will not apply to this Contract, even if listed elsewhere in this Contract.

11. OWNERSHIP OF GOODS UNDER THIS CONTRACT: Eagle Mountain retains ownership of all materials, products, devices, equipment, facilities, data, test, results, reports, graphics, presentations, visual aids, computer elements, software (including source code), software license agreements, testing apparatus, goods, etc., that are developed, procured, constructed, installed or performed under this Contract and that become an integral part of or that are intended to facilitate or enhance the use, operation, maintenance, documentation or understanding of the deliverables of this Contract. Notwithstanding the foregoing, ownership of any and all

Contractor work product shall remain with Contractor unless and until the payment by Eagle Mountain to

Contractor of all undisputed invoiced amounts.

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12. DEBARMENT: Contractor certifies that it is not presently nor has ever been debarred, suspended, or proposed for debarment by any governmental department or agency, whether international, national, state, or local.

Contractor must notify Eagle Mountain within thirty (30) days if debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any contract by any governmental entity during this Contract.

13. TERMINATION: Unless otherwise stated in this Contract, this Contract may be terminated, with cause by either party, in advance of the specified expiration date, upon written notice given by the other party. The party in violation will be given ten (10) days after written notification to correct and cease the violations, after which this Contract may be terminated for cause immediately and is subject to the remedies listed below. This

Contract may also be terminated without cause (for convenience), in advance of the specified expiration date, by either party, upon sixty (60) days written termination notice being given to the other party. Eagle Mountain and the Contractor may terminate this Contract, in whole or in part, at any time, by mutual agreement in writing. On termination of this Contract, all accounts and payments will be processed according to the financial arrangements set forth herein for approved Goods ordered prior to date of termination.

14. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW: Upon thirty

(30) days written notice delivered to the Contractor, this Contract may be terminated in whole or in part at the sole discretion of Eagle Mountain, if Eagle Mountain reasonably determines that a change in available funds affects Eagle Mountain’s ability to pay under this Contract.

If a written notice is delivered under this section, Eagle Mountain will reimburse Contractor for the Goods properly ordered until the effective date of said notice. Eagle Mountain will not be liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of said written notice.

15. SUSPENSION OF WORK: Should circumstances arise which would cause Eagle Mountain to suspend

Contractor’s responsibilities under this Contract, but not terminate this Contract, this will be done by written notice. Contractor’s responsibilities may be reinstated upon advance formal written notice from Eagle

Mountain.

16. SALES TAX EXEMPTION: Eagle Mountain is tax exempt as a municipal entity. Upon request, Eagle

Mountain will provide Contractor with its sales tax exemption number. It is Contractor’s responsibility to request Eagle Mountain’s sales tax exemption number. It also is Contractor’s sole responsibility to ascertain whether any tax deduction or benefits apply to any aspect of this Contract.

17. PUBLIC INFORMATION: Contractor agrees that this Contract, related purchase orders, related pricing documents, and invoices will be public documents and may be available for public and private distribution in accordance with the State of Utah’s Government Records Access and Management Act (GRAMA). Contractor gives Eagle Mountain express permission to make copies of this Contract, related sales orders, related pricing documents, and invoices in accordance with GRAMA. Contractor also agrees that the Contractor’s Proposal to the Solicitation will be a public document, and copies may be given to the public as permitted under GRAMA.

Eagle Mountain is not obligated to inform Contractor of any GRAMA requests for disclosure of this Contract, related purchase orders, related pricing documents, or invoices.

18. ACCEPTANCE AND REJECTION: Eagle Mountain shall have thirty (30) days to inspect goods after delivery to determine whether the goods conform to the standards specified in the Solicitation and this Contract.

If Contractor delivers nonconforming Goods, Eagle Mountain may, at its option and at Contractor’s expense: (i) return the Goods for a full refund; (ii) require Contractor to promptly correct or reperform the nonconforming

Goods subject to the terms of this Contract; or (iii) obtain replacement Goods from another source, subject to

Contractor being responsible for any cover costs. Acceptance of Goods by Eagle Mountain shall not limit

Eagle Mountain’s recourse or remedies in the event Eagle Mountain later determines the Goods were defective or failed to meet the standard of professional skill and care ordinarily provided by other design professionals.

19. INVOICING: Unless otherwise set forth in the Contract, Contractor will submit invoices within thirty (30) days of delivery. Eagle Mountain has the right to adjust or return any invoice reflecting incorrect pricing.

20. PAYMENT: Payments are to be made within thirty (30) days after a correct invoice is received. All payments to Contractor will be remitted by mail or electronic funds transfer. If payment has not been made after sixty

(60) days from the date a correct invoice is received by Eagle Mountain, then interest may be added by

Contractor as prescribed in the Utah Prompt Payment Act. The acceptance by Contractor of final payment, {00331293.DOCX /} 4 without a written protest filed with Eagle Mountain within ten (10) business days of receipt of final payment, shall release Eagle Mountain from all claims and all liability to the Contractor. Eagle Mountain will not allow the Contractor to charge end users electronic payment fees of any kind.

21. TIME IS OF THE ESSENCE: The Goods shall be delivered by any applicable deadline stated in this

Contract. For all Goods, time is of the essence. Contractor shall be liable for all reasonable damages to Eagle

Mountain, and anyone for whom Eagle Mountain may be liable as a result of Contractor’s failure to timely perform the Goods required under this Contract.

22. CHANGES IN SCOPE: Any changes in the scope of the Goods under this Contract shall be in the form of a written amendment to this Contract, mutually agreed to and signed by both parties, specifying any such changes, fee adjustments, any adjustment in time of performance, or any other significant factors arising from the changes in the scope of Goods.

23. PERFORMANCE EVALUATION: Eagle Mountain may conduct a performance evaluation of the Contractor and Goods. Results of any evaluation may be made available to Contractor upon request.

24. STANDARD OF CARE: The Goods of Contractor and its sub-Contractors shall be performed in accordance with the standard of care exercised by licensed members of their respective professions having substantial experience providing similar goods which similarities include the type, magnitude, and complexity of the

Goods that are the subject of this Contract. Contractor shall be liable to Eagle Mountain for claims, liabilities, additional burdens, penalties, damages, or third-party claims (e.g., another Contractor’s claim against Eagle

Mountain), to the extent caused by wrongful acts, errors, or omissions that do not meet this standard of care.

25. ASSIGNMENT: Contractor may not assign, sell, transfer, subcontract or sublet rights, or delegate any right or obligation under this Contract, in whole or in part, without the prior written approval of Eagle Mountain.

26. REMEDIES: Any of the following events will constitute cause for Eagle Mountain to declare Contractor in default of this Contract: (i) Contractor’s non-performance of its contractual requirements and obligations under this Contract; or (ii) Contractor’s material breach of any term or condition of this Contract. Eagle Mountain may issue a written notice of default providing a ten (10) day period in which Contractor will have an opportunity to cure. Time allowed for cure will not diminish or eliminate Contractor's liability for damages. If the default remains after Contractor has been provided the opportunity to cure, Eagle Mountain may do one or more of the following: (i) exercise any remedy provided by law or equity; (ii) terminate this Contract; (iii) impose liquidated damages, if liquidated damages are listed in this Contract; (iv) debar/suspend Contractor from receiving future contracts from Eagle Mountain; or (v) demand a full refund of any payment that Eagle

Mountain has made to Contractor under this Contract for Goods that do not conform to this Contract.

27. FORCE MAJEURE: Neither party to this Contract will be held responsible for delay or default caused by fire, riot, act of God, and/or war which is beyond that party's reasonable control. Eagle Mountain may terminate this

Contract after determining such delay will prevent successful performance of this Contract.

28. CONFIDENTIALITY: If Confidential Information is disclosed to Contractor, Contractor shall: (i) advise its agents, officers, employees, partners, and SubContractors of the obligations set forth in this Contract; (ii) keep all Confidential Information strictly confidential; and (iii) not disclose any Confidential Information received by it to any third parties. Contractor will promptly notify Eagle Mountain of any potential or actual misuse or misappropriation of Confidential Information.

Contractor shall be responsible for any breach of this duty of confidentiality, including any required remedies and/or notifications under applicable law. Contractor shall indemnify, hold harmless, and defend Eagle

Mountain, including anyone for whom Eagle Mountain is liable, from claims related to a breach of this duty of confidentiality, including any notification requirements, by Contractor or anyone for whom the Contractor is liable.

Upon termination or expiration of this Contract, Contractor will return all copies of Confidential Information to

Eagle Mountain or certify, in writing, that the Confidential Information has been destroyed. This duty of confidentiality shall be ongoing and survive the termination or expiration of this Contract.

29. PUBLICITY: Contractor shall submit to Eagle Mountain for written approval all advertising and publicity matters relating to this Contract. It is within Eagle Mountain’s sole discretion whether to provide approval, which must be done in writing.

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30. INDEMNIFICATION RELATING TO INTELLECTUAL PROPERTY: Contractor will indemnify and hold Eagle Mountain harmless from and against any and all damages, expenses (including reasonable attorneys’ fees), claims, judgments, liabilities, and costs in any action or claim brought against Eagle Mountain for infringement of a third party’s copyright, trademark, trade secret, or other proprietary right. The parties agree that if there are any limitations of Contractor’s liability, such limitations or liability will not apply to this section.

31. OWNERSHIP IN INTELLECTUAL PROPERTY: Eagle Mountain and Contractor agree that each has no right, title, interest, proprietary or otherwise in intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. All deliverables, documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Contractor prior to the execution of this Contract, but specifically created or manufactured under this Contract shall be considered work made for hire, and

Contractor shall transfer any ownership claim to Eagle Mountain.

32. WAIVER: A waiver of any right, power, or privilege shall not be construed as a waiver of any subsequent right, power, or privilege.

33. ATTORNEY’S FEES: In the event of any judicial action to enforce rights under this Contract, the prevailing party shall be entitled to its costs and expenses, including reasonable attorney’s fees incurred in connection with such action.

34. PROCUREMENT ETHICS: Contractor understands that a person who is interested in any way in the sale of any supplies, goods, construction, or insurance to Eagle Mountain is violating the law if the person gives or offers to give any compensation, gratuity, contribution, loan, reward, or any promise thereof to any person acting as a procurement officer on behalf of Eagle Mountain, or to any person in any official capacity participates in the procurement of such supplies, goods, construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or organization.

35. DISPUTE RESOLUTION: Prior to either party filing a judicial proceeding, the parties agree to participate in the mediation of any dispute. Eagle Mountain, after consultation with the Contractor, may appoint an expert or panel of experts to assist in the resolution of a dispute. If Eagle Mountain appoints such an expert or panel, Contractor agree to cooperate in good faith in providing information and documents to the expert or panel in an effort to resolve the dispute.

36. ORDER OF PRECEDENCE: In the event of any conflict in the terms and conditions in this Contract, the order of precedence shall be: (i) this Attachment A; (ii) the Contract; (iii) additional terms and conditions, if any; (iv) any other attachment listed on the Contract; and (v) Contractor’s terms and conditions that are attached to this Contract, if any. Any provision attempting to limit the liability of Contractor or limit the rights of Eagle Mountain must be in writing, attached to this Contract, and initialed by Eagle Mountain, or it is rendered null and void.

37. SURVIVAL OF TERMS: Termination or expiration of this Contract shall not extinguish or prejudice Eagle

Mountain’s right to enforce this Contract with respect to any default or defect in the Goods that has not been cured.

38. SEVERABILITY: The invalidity or unenforceability of any provision, term, or condition of this Contract shall not affect the validity or enforceability of any other provision, term, or condition of this Contract, which shall remain in full force and effect.

39. ENTIRE AGREEMENT: This Contract constitutes the entire agreement between the parties and supersedes any and all other prior and contemporaneous agreements and understandings between the parties, whether oral or written.

ATTACHMENT B:

SCOPE OF WORK/COST SCHEDULE

ATTACHMENT C:

INSURANCE

00 51 00 - 1 Notice of Award

SECTION 00 51 00

NOTICE OF AWARD

Date of Issuance:

Owner: Eagle Mountain City Project No.: EMC-FY26-05

Owner’s Advisor: AE2S, LLC Project No.: P13139-2023-002

Project: Membrane Filtration System (MFS) Equipment Procurement

Contract Name: Eagle Mountain City Contract for Goods – MFS Equipment Procurement

Proposer:

Proposer’s Address:

You are notified that Owner has accepted your Proposal dated [Date] for the above Contract, and that you are the successful Proposer and are awarded the Contract.

The Total Amount of Contract Award is [Award Amount]. The Contract Price is subject to adjustment based on the provisions of the Contract.

One (1) unexecuted counterparts of the Agreement accompany this Notice of Award, and one copy of the Contract Documents accompanies this Notice of Award or has been transmitted or made available to Proposer electronically.

☒ Drawings will be delivered separately from the other Contract Documents.

You must comply with the following conditions precedent within 15 days of the date of receipt of this Notice of Award:

1. Deliver to Owner one (1) counterparts of the Agreement, signed by successful Proposer, as General Contractor Construction Manager.

2. Deliver to Owner the required insurance documentation, as specified in the Request for Proposals and in the General Conditions, Articles 2 and 6, with the signed Agreement.

3. Deliver written confirmation that successful Proposer, as General Contractor Construction Manager, will furnish Contract security, such as required performance and payment bonds, when the first Work Authorization is issued, as specified in the General Conditions, Articles 2 and 6. Such confirmation will identify the surety that will issue the bonds, if bonds are required.

Failure to comply with these conditions within the time specified will entitle Owner to consider you in default, annul this Notice of Award, and declare your proposal security forfeited.

Within 10 days after you comply with the above conditions, Owner will return to you one fully signed counterpart of the Agreement, together with any additional copies of the Contract Documents as indicated in Paragraph 2.02 of the General Conditions.

00 52 00 - 1 Agreement Between Buyer and Seller for Procurement Contract | December 2025

SECTION 00 52 00

AGREEMENT BETWEEN BUYER AND SELLER FOR PROCUREMENT CONTRACT

This Procurement Agreement is by and between Eagle Mountain City (“Buyer”) and

[______________________________] (“Seller”).

Terms used in this Procurement Agreement have the meanings stated in the General Conditions of the Procurement Contract and the Supplementary Conditions of the Procurement Contract.

Buyer and Seller hereby agree as follows:

ARTICLE 1—PROCUREMENT CONTRACT

1.01 Goods and Special Services

A. Seller shall furnish the Goods and Special Services as specified or indicated in the Procurement Contract Documents. The Goods and Special Services are generally described as follows: Work generally consists of procurement and technical data support for design phase services for the Buyer’s Project: EMWWTF MFS Equipment Procurement and extends to commissioning phase services.

1.02 The Project

A. The Project, of which the Goods and Special Services are a part, is generally described as follows: Eagle Mountain Wastewater Treatment Facility (EMWWTF)

6.0 MGD MBR Expansion Project.

1.03 Engineer

A. Buyer has retained Advanced Engineering and Environmental Services, LLC ("Engineer"), to prepare Procurement Contract Documents and act as Buyer's representative. Engineer assumes all duties and responsibilities and has the rights and authority assigned to Engineer in the Procurement Contract Documents in connection with Seller’s furnishing of Goods and Special Services.

1.04 Point of Destination

A. The Point of Destination is designated as:

EMWWTF

2515 North Pony Express Parkway

Eagle Mountain City, UT 84005

B. Contact information for coordination with Point of Destination

Brody Kinder – Wastewater Manager

(801) 789-6691 bkinder@eaglemountain.gov

00 52 00 - 2 Agreement Between Buyer and Seller for

ARTICLE 2—PROCUREMENT CONTRACT TIMES

2.01 Time of the Essence

A. All time limits for Milestones, including the submittal of Shop Drawings and Samples, the delivery of Goods, and the furnishing of Special Services as stated in the Procurement Contract Documents, are of the essence of the Procurement Contract.

2.02 Schedule of Procurement Contract Times

A. The following schedule sets forth the Procurement Contract Times:

Milestone Date or Days Notes

Submit Shop Drawings 45 Days

Deliver acceptable Goods to Point of Destination

TBD Schedule with Installation Contractor after Assignment.

Commence Special Services for Goods

TBD Schedule with Installation Contractor after Assignment.

Complete Special Services for Goods

TBD Schedule with Installation Contractor after Assignment.

Readiness for Final Inspection and Acceptance of Goods and Special Services

TBD Schedule with Installation Contractor after Assignment.

2.03 Shop Drawings and Samples

A. Submittal of Shop Drawings and Samples: Seller shall submit all Shop Drawings and Samples required by the Procurement Contract Documents to Engineer for its review and approval.

B. Engineer’s Review: It is the intent of the parties that Engineer will conduct its review of Shop Drawings and Samples and issue its approval, or a denial accompanied by substantive comments regarding information needed to gain approval, within 30 days after Seller's submittal of such Shop Drawings and Samples, or within such longer period that is needed because of the quantity and quality of such submittals.

Resubmittals will be limited whenever possible.

2.04 Liquidated Damages

A. Buyer and Seller recognize that time is of the essence as stated in Paragraph 2.01, and that Buyer will suffer financial and other losses if the Goods are not delivered to the Point of Destination and ready for receipt of delivery by Buyer within the time specified in Paragraph 2.02, plus any extensions thereof allowed in accordance with this Procurement Contract. The parties also recognize that the timely performance of services by others involved in the Project is materially dependent upon Seller’s specific compliance with the delivery requirements of Paragraph 2.02. Further, the parties recognize the time, expense, and difficulties involved in proving, in a legal or arbitration proceeding, the loss (whether direct, consequential, or otherwise) suffered by Buyer if complete, acceptable Goods are not delivered on time. Accordingly, instead of requiring any such proof, Buyer and Seller agree that as liquidated damages for delay (but not as a penalty) Seller shall pay Buyer $500 for each day that expires after the time specified in Paragraph 2.02 for delivery of acceptable Goods.

00 52 00 - 3 Agreement Between Buyer and Seller for

ARTICLE 3—PROCUREMENT CONTRACT PRICE

3.01 NOT USED

3.02 Procurement Contract Price and Total Price—Based on Attached Bid

A. For furnishing the Goods and Special Services in accordance with the Procurement Contract Documents, Buyer shall pay Seller the prices stated in Seller’s Bid, attached hereto as an exhibit, subject to final adjustments for Unit Price Goods and Special Services and Buyer’s Contingency Allowance, if any, and subject to the following Buyer-accepted alternates: [identify accepted alternates, if any].

ARTICLE 4—PAYMENT PROCEDURES

4.01 Submittal and Processing of Applications for Payment

A. Seller shall submit Applications for Payment in accordance with Article 13 of the General Conditions and the following paragraphs. Engineer and Buyer will process such Applications for Payment in accordance with said Article 13.

4.02 Progress Payments; Final Payment

A. Seller may submit an Application for Payment requesting the stated percentage of Procurement Contract Price upon attainment of each of the following Payment Line Items:

Payment Line Item (Lump Sum)

Percentage of Lump

Sum

1. Receipt of Approval of Shop Drawings and Samples 10

2. Completion of acceptable factory testing 5

3. Delivery of Goods to Point of Destination in accordance with the Procurement Contract Documents

4. Completion of Special Services in accordance with Procurement Contract Documents

5. Final Payment: Correction of non-conformities, provision of final Operations and Maintenance manuals, submittal of warranties and other final documentation required by the Procurement Contract Documents

Total Procurement Contract Price (Lump Sum) 100

B. For Unit Price Goods and Special Services, if any, or for payments owed to Seller as a result of authorizations by Buyer under the Buyer’s Contingency Allowance (if any), Seller shall submit a separate Application for Payment, no more frequently than monthly, that states (1) the actual quantities of such Unit Price Goods and Special Services that have been furnished, and the applicable unit prices; and (2) the services or items performed or furnished under the Buyer’s Contingency Allowance, and the amounts owed. If practical, and at Seller’s option, Seller may apply for such unit price and Buyer’s Contingency Allowance payments in a separate section of an Application for Payment submitted under Paragraph 4.02.A for lump sum items.

00 52 00 - 4 Agreement Between Buyer and Seller for

C. Buyer shall pay Seller the amount owed under an Application for Payment within 30 days after Engineer’s presentation to Buyer of the Application for Payment and Engineer’s recommendation.

4.03 Interest

A. All amounts not paid when due will bear interest as the rate of three percent (3%) per annum.

ARTICLE 5—ASSIGNMENT OF PROCUREMENT CONTRACT

5.01 Assignment of Contract

A. Buyer has the right to assign this Procurement Contract for furnishing Goods and Special Services, but only to a person or entity with sufficient apparent ability to satisfy all of Buyer's obligations under this Procurement Contract, and Seller hereby consents to such assignment. Forms documenting the assignment of the Procurement Contract, and consent of Seller’s surety to the assignment, have been executed by Buyer, Seller, and Seller's surety, and are attached as exhibits to this Procurement Agreement. If so, assigned the following provisions apply:

1. The Procurement Contract is initially executed in the name of the entity identified herein as Buyer, and will be assigned by such Buyer (as assignor) to a construction contractor (Contractor/Assignee) designated by such Buyer. The assignment will occur prior to delivery to site on the effective date of the construction contract between such Buyer (Project Owner) and the Contractor/Assignee, which is expected to occur on or about August 2026.

Commencing on the date of acceptance of assignment by the Contractor/Assignee, all references in the Procurement Contract to “Buyer” shall mean the designated Contractor/Assignee.

2. The assignment of this Procurement Contract relieves the assignor from all further obligations and liabilities under this Procurement Contract. After assignment, Seller shall become a subcontractor or supplier to the Contractor/Assignee and, except as noted herein, all rights, duties, and obligations of Buyer under the Procurement Contract become the rights, duties, and obligations of the Contractor/Assignee.

3. After assignment:

a. The Procurement Drawings and Procurement Specifications, and any modifying Addenda will become “Contract Documents” under the construction contract.

b. If the Procurement Drawings or Procurement Specifications, as “Contract Documents” under the construction contract, are duly modified under such construction contract, then Seller and Contractor/Assignee shall enter into a corresponding Change Order under the applicable provisions of this Procurement Contract.

c. The Procurement Drawings and Procurement Specifications may not be modified by Seller or Contractor/Assignee, singly or in tandem, except as such Procurement Drawings or Procurement Specifications, as “Contract Documents” under the construction contract, have been duly modified under such construction contract.

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d. All performance warranties, guarantees, and indemnifications required by the Procurement Contract will continue to run for the benefit of assignor (Project Owner) and, in addition, for the benefit of the Contractor/Assignee.

However, if assignor (Project Owner) and Contractor/Assignee make the same warranty or guarantee claim, then Seller shall only be liable once for such claim. Other than its remedies under such warranties, guarantees, and indemnifications, assignor will not retain direct rights under this Procurement Contract, but will have rights and remedies as a party to the construction contract, whose scope of work will encompass the Procurement Drawings, Procurement Specifications, and modifying Addenda; provided, however, that any limitations on Seller’s liability in this Procurement Contract will continue to bind the original Buyer (assignor) after assignment.

e. The Contractor/Assignee shall have all the rights of the Buyer under the Performance Bond and Payment Bond.

f. Seller shall submit all Applications for Payment directly to Contractor/Assignee.

1) Contractor/Assignee shall review each Application for Payment promptly, determine the amount that Contractor/Assignee approves for payment, and then include the amount approved in the next application for payment submitted to Project Owner (or Engineer) under the construction contract.

2) Contractor/Assignee shall pay Seller within [number] days of receipt of payment from the Project Owner under the construction contract.

3) After assignment, Engineer will review, approve, or deny the content of Applications for Payment under the Procurement Contract only to the extent that Contractor/Assignee, as construction contractor, has incorporated such content into payment applications that Engineer reviews under the construction contract.

g. The Contractor/Assignee shall have all the rights of the Buyer under any pending Claim by Buyer.

h. All Claims and supporting documentation will be submitted directly by the claimant party (either Buyer [Contractor/Assignee] or Seller), to the other party, without submittal to Engineer.

1) The other party will render a response in writing within 30 days of receipt of the last submittal of claimant.

2) If the other party does not render a written response to a Claim within 30 days after receipt of the last submittal of the claimant, the other party shall be deemed to have approved the Claim in its entirety.

3) The other party’s written response to a Claim, or the approval of the Claim in its entirety as a function of failure to respond within 30 days, will be final and binding upon Buyer and Seller 30 days after it is issued, unless within such 30 days of issuance either Buyer or Seller appeals the result by initiating the mediation of the Claim in accordance with the dispute resolution procedures set forth in Paragraph 12.02 of the General Conditions.

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4) Any Claim by Seller that Contractor/Assignee may choose to submit, present, or forward to Project Owner must be submitted to Buyer within sufficient time for Contractor/Assignee to preserve its rights under the construction contract, notwithstanding any procedures or time limits in this Procurement Contract.

i. Seller’s recovery of additional cost, time, or both cost and time for any Claim attributable to the Project Owner will be limited to the proportionate recovery by Contractor/Assignee against Project Owner for such Claim. Seller will cooperate and assist Contractor/Assignee in pursuing any Claim by Contractor/Assignee against Project Owner on behalf of Seller, including the timely preparation and delivery of supporting documentation.

j. If the pursuit of any claim by Contractor/Assignee against Project Owner on Seller’s behalf requires the expenditure by Contractor/Assignee of legal or consulting fees, or results in litigation, arbitration, or any dispute resolution procedures, Seller agrees to pay for a proportionate share of attorneys’ fees, consultant fees, and litigation, arbitration, and other resolution costs incurred by Contractor/Assignee in pursuing the claim on behalf of Seller, based upon the amount claimed by Seller as compared to the total value of the claim pursued by the Contractor/Assignee.

k. All rights, duties, and obligations of Engineer to Contractor/Assignee and Seller under this Procurement Contract will cease.

l. Subject to the foregoing provisions, all references in the Procurement Contract to submitting items to Engineer, or to Engineer having tasks or obligations, will be read after such an assignment as requiring submittal to Contractor/Assignee, or as Contractor/Assignee having such tasks or obligations (which Contractor/Assignee may delegate when appropriate).

m. If the Procurement Contract includes a Buyer’s Contingency Allowance, upon assignment such allowance will be automatically reduced to the amount previously authorized by Buyer (Project Owner), and cease to be operational.

B. No other assignment by a party hereto of any rights under or interests in the Procurement Contract will be binding on another party hereto without the written consent of the party sought to be bound. Specifically, but without limitation, Procurement Contract payments or other money that may become due, and Procurement Contract payments or other money that are due, may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by Laws and Regulations). Unless specifically stated to the contrary in any written consent to such an assignment, such an assignment will not release or discharge the assignor from any duty or responsibility under the Procurement Contract Documents.

ARTICLE 6—PROCUREMENT CONTRACT DOCUMENTS

6.01 List of Procurement Contract Documents

A. The Procurement Contract Documents consist of the following:

1. This Procurement Agreement.

2. General Conditions of the Procurement Contract.

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3. Supplementary Conditions of the Procurement Contract.

4. Procurement Specifications as listed in the Procurement Specifications table of contents, Section 00 01 10 – Table of Contents.

5. Procurement Drawings (not attached but incorporated by reference):

a. Not applicable

6. Addenda Numbers [___].

7. Bonds:

a. Performance bond (together with power of attorney).

b. Payment bond (together with power of attorney).

8. Exhibits to this Procurement Agreement (enumerated as follows):

a. Exhibit A, Assignment of Contract, Consent to Assignment, and Acceptance of Assignment.

b. Exhibit B, Surety’s Consent to Assignment.

c. Documentation submitted by Seller [identify]; and

d. [Other Exhibits].

9. The following which may be delivered or issued on or after the Effective Date of the Procurement Contract and are not attached hereto:

a. Change Orders;

b. Change Directives; and

c. Field Orders.

B. The documents listed in Paragraph 6.01.A are attached to this Procurement Agreement (except as expressly noted otherwise above).

C. There are no Procurement Contract Documents other than those listed above.

D. The Procurement Contract Documents may only be amended or supplemented as provided in Paragraph 11.01 of the Procurement General Conditions.

ARTICLE 7—SELLER’S REPRESENTATIONS AND CERTIFICATIONS

7.01 Seller’s Representations

A. In order to induce Buyer to enter into this Procurement Agreement, Seller makes the following representations:

1. Seller has examined and carefully studied the Procurement Contract Documents.

2. If required by the Instructions to Bidders to visit the Point of Destination and the site where the Goods are to be installed or Special Services will be provided, or if, in Seller’s judgment, any observable local or site conditions may affect the delivery, cost, progress, or furnishing of the Goods and Special Services, then Seller has visited the Point of Destination and site where the Goods are to be installed or Special Services will be provided (as applicable) and become familiar with and is satisfied as to the observable local and site conditions that may affect delivery, cost, progress, and furnishing of the Goods and Special Services.

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3. Seller is familiar with and is satisfied as to all Laws and Regulations that may affect the cost, progress, and performance of Seller's obligations under the Procurement Contract.

4. Seller has carefully studied, considered, and correlated the information known to Seller with respect to the effect of such information on the cost, progress, and performance of Seller's obligations under the Procurement Contract.

5. Seller has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Seller has discovered in the Procurement Contract Documents, and the written resolution (if any) thereof by Engineer is acceptable to Seller.

6. The Procurement Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance of Seller's obligations under the Procurement Contract.

7. Seller’s entry into this Procurement Contract constitutes an incontrovertible representation by Seller that without exception all prices in the Procurement Agreement are premised upon furnishing the Goods and Special Services as required by the Procurement Contract Documents.

7.02 Seller’s Certifications

A. Seller certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Procurement Contract. For the purposes of this Paragraph 7.02:

1. “corrupt practice” means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the bidding process or in the Procurement Contract execution;

2. “fraudulent practice” means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Procurement Contract to the detriment of Buyer, (b) to establish bid or contract prices at artificial non-competitive levels, or (c) to deprive Buyer of the benefits of free and open competition;

3. “collusive practice” means a scheme or arrangement between two or more Bidders, with or without the knowledge of Buyer, a purpose of which is to establish bid prices at artificial, non-competitive levels; and

4. “coercive practice” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Procurement Contract.

ARTICLE 8—CONFIDENTIALITY

8.01 Confidential Information

A. Confidential information is information in documents submitted by Seller that Seller clearly and prominently labels in writing to be a trade secret, proprietary, or confidential. Such documents, if any, will be maintained in a manner that endeavors to avoid disclosing confidential information to third parties, to the extent allowed by Laws and Regulations.

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B. Seller shall clearly and prominently mark confidential information with the word “CONFIDENTIAL” on each page or sheet or on the cover of bound documents.