4-2026 ICSD New South Elementary School CM GC (at-risk) RFP.pdf

Iron County School District

Request for Proposal CM/GC (CM at Risk) Services for a New South Elementary School

I. GENERAL

A. Intent of Request for Proposal (RFP) The purpose of this RFP is to solicit competitive proposals from qualified firms for a Construction Manager (at risk)/General Contractor (CM/GC). Firms must be licensed and certified as applicable in the State of Utah, to construct a new South Elementary school per design from Naylor Wentworth Lund Architects. The CM/GC will work closely with the Iron County School District Facilities Director, Naylor Wentworth Lund Architects and its consultants, through the design phase, providing cost estimates, schedules and feedback of design details, phasing, and availability of materials selected. CM/GC will also monitor the bid climate and recommend the optimal bidding schedule to the design team.

B. Other Requirements

1. DFCM Qualification Any firm intending to propose shall be pre-qualified with the DFCM prior to submitting. The DFCM will have oversight authority during the construction process.

2. Proposals Submitted on a Timely Basis

All sealed proposals must be received by: 4:00 pm, November 16, 2026.

3. Submission of Proposals Sealed proposals must be submitted to the Iron County School District office, ATTN: Hunter Shaheen, ICSD Director of Facilities, at the following address:

Iron County School District

2077 W. Royal Hunte Dr.

Cedar City, UT 84720

Any proposals submitted at any other locations and /or times will be deemed non-responsive and returned unopened.

4. Proposal Response Please submit seven (7) copies of the proposal for the evaluation committee.

Please submit one (1) copy of all “Proposal Response Forms” in a separate sealed envelope.

5. Late Proposals Unacceptable Any proposal received after the deadline will be deemed non-responsive and will not be considered for evaluation.

6. Faxed Proposals Unacceptable Faxed or emailed copies of this proposal will not be accepted and will be deemed non-responsive and will not be considered for evaluation.

7. Evaluation of Proposals

Proposals will be evaluated by the evaluation committee after submission in accordance with Utah Code 63G-6A-707. It is anticipated that evaluations will be completed and awarded by November 24th, 2026.

C. Clarification of Proposal The district may request formal written clarification of any portion of the proposal at any time.

D. Iron County School District Contacts

1. Inquiries and Questions to RFP All inquiries and questions relative to this Request for Proposal must be directed to:

Hunter Shaheen, ICSD Director of Facilities, 435-586-2804 Terance White, Architect – Naylor Wentworth and Lund Architects, 435-656-2883

*November 13th, 2026 will be the final day for offerors to receive additional information regarding the proposed projects.

2. Other Contacts Prohibited No other Iron County School District employee or Board Member should be contacted concerning this RFP during the selection process. Failure to comply with this requirement will result in disqualification.

E. Right of Rejection Iron County School District reserves the right to accept or reject any or all proposals and to waive any formality, informality, irregularity or technicality in any proposal. The District also reserves the right to call for new bids if their interests or convenience is better served by such course. If any portion of the above terms are not acceptable it is the bidder’s responsibility to so state in writing. Any and all bids are subject to the approval of the school district business administrator and the board of education.

F. Addenda to RFP If it becomes necessary to revise this RFP in whole or in part, an addendum will be provided to all proposers of record through the Bonfire/U3P.

G. Firm Proposal An official of the firm must sign proposals, if proposer is a company, authorized to bind the company to a contract. Conditions must be firm for a period of thirty (30) days from the due date of this RFP.

H. Conflict of Interest Disclosure All proposals must list agent or other relationships between the Iron County School District and any company, contractor, or other agency where the potential for a real or perceived conflict of interest may arise in the course of providing services to the Iron County School District.

I. Assignment of Contractual Rights It is agreed that the successful offeror shall not assign, transfer, convey or otherwise dispose of the contract of its right, title or interest in, or any part thereof, without previous written consent of Iron County School District

J. Project Scope

The Iron County School District intends to construct a New South Elementary School. The anticipated square footage will be approximately (82,613). It is anticipated that the projects will begin construction approximately April of 2027 with anticipated occupancy in August 2029. Please see the attached architectural renderings of the proposed location and footprint.

K. Fixed Limit of Construction Costs The Fixed Limit of Construction Costs (FLCC) for this project is currently $35,000,000.

L. Submittal Requirements

Please respond to each of the items below and provide a tab for each heading requiring submittal information in the order listed

A. CM/GC Firm’s Statement of Experience/Qualifications

1. Provide a list of CM/GC projects administered over the last 15 years as well as the experience and qualifications of the CM/GC and the project team key individuals as identified in the management plan.

Include a description of each member of the team; including qualifications, certifications and experience as it related to school district projects. Project team members shall be agreed upon between the CM/GC and Iron County School District prior to entering into a contract. This team shall not be changed throughout the project unless agreed upon by both the CM/GC and Iron County School District. Failure to adhere to this may be grounds for termination of the contract. Please provide the names of the project manager and superintendent you intend to assign to this job.

2. Please list all public education (P-12) school district projects completed of similar scope and size within the last 15 years.

3. Please list similar projects of scope and size that have been completed as a CM/GC and the project team with emphasis on tilt construction, architectural metal panels and framing. When listing similar projects, include information to indicate the dates, size, firm worked for at the time and what the responsibility of each individual was on the project. Include a minimum of the five (5) most recent projects, with references, including Company/Organization name, Contact name, phone number and email address, etc.

4. Please provide the experience and special qualifications of the team that are applicable to this project(s) and/or are part of the project specific selection criteria.

5. Please explain your firm’s ability to perform services as reflected by workload and the availability of adequate personnel, equipment, and facilities to perform the services expeditiously.

6. Please provide your firm’s present level of professional liability insurance coverage for the firm, including errors and omissions insurance.

7. Please list any litigation, arbitration, or other alternative dispute resolution proceedings your firm has been involved in with an owner within the past ten years.

8. Other pertinent information regarding qualifications and performance data that may be requested by Iron

County School District.

B. Management Plan

The Management Plan should be concise yet contain sufficient information for evaluation. For the project and/ or services outlined in this document, describe how you plan to accomplish the following project control and management issues:

1. How the construction of the project, will be managed, including items such as security and safety controls, and coordination with Iron County School District.

2. A proposed construction schedule for the projects listed.

3. Project specific criteria; risks that have been identified from the RFP, additional risks that the team has identified for each project, and how those risks will be mitigated.

4. Attendance at all pre-construction meetings.

C. Licensure

1. CM/GC firms and their employees shall comply with, and require all of their sub-contractor’s employees to comply with, the licensure laws of the State of Utah. All RFPs must include proof of a valid Utah contractor’s license at the time of submission.

D. Termination or Debarment Certifications

1. CM/GC firms must submit a certification that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from soliciting work by any governmental department or agency. The firm must also certify that neither the firm nor its principals have been terminated during the performance of a contract or have withdrawn from a contract to avoid termination. If the firm cannot certify these two statements, the firm shall submit a written explanation of the circumstances for review by the Iron County School District. Firms are to submit these certifications with their RFP.

E. Cost Proposal, Fee Schedule, and Markups

1. Cost Proposal (Submitted Separately):

Each CM/GC shall carefully examine the RFP and shall include in the proposal the cost of all items required by the RFP. If the contractor observes that portions of the Contract Documents are at variance with applicable law, building codes, rules, regulations or contain obvious erroneous or uncoordinated information, the CM/GC shall promptly notify the specified Iron County School District Representative and the necessary changes shall be accomplished by addendum before the RFP opening.

The Proposal Breakdown Form, bearing original signatures, must be typed or handwritten in ink on the General Conditions and Fees Breakdown Form provided in the procurement documents and submitted in a separately sealed envelope at the location specified below prior to the deadline for submission of cost proposals indicated on the Project Schedule. CM/GC is required to enter an amount on each line item on the General Conditions and Fees Breakdown Form if they intend to be compensated for the item. Do not indicate that this will be bid later or paid for by a sub-contractor.

Iron County School District will not pay the CM/GC or any sub-contractor for any General Condition items for which an amount has not been entered on the form.

2. Fee proposal The Fee Proposal shall be included on the Proposal Response forms (See Attachment), and must be submitted in a sealed envelope separately from the rest of the proposal documents.

Note: All overhead fees for construction change orders up to $50,000 will be limited to 10% for the sub-contractor and 5% for the CM/GC. If the CM/GC is self-performing work, the overhead fee will be limited to 15%.

For change orders exceeding $50,000, the sub-contractor will be limited to 7% and 3% for the CM/GC. If the CM/GC is self-performing work, the overhead will be limited to 10%. These percentage fees represent the total fees to be paid for change orders.

The CM/GC fee submitted as part of this bid shall not be added to the fees listed above.

Information Only If the awarded CM/GC intends to self-perform any of the construction functions which will be bid by sub-contractors, the CM/GC will be required to submit a bid for each item the CM/GC intends to self-perform.

These bids will be due twenty-four (24) hours prior to the bid opening of the sub-contractors.

Such bids will be received by Iron County School District or by Naylor Wentworth Lund Architects.

The cost of any work that is self-performed will be part of the established GMP.

All bids will be compared to all other bids, and the highest-ranking proposal that most closely meets the needs of Iron County School District will be referred to the Iron County School Board for contract to provide the service(s).

3. Guaranteed Maximum Price (GMP) The Guaranteed Maximum Price shall include all fees and percentages required by this RFP, as well as the costs for General Conditions and all work as required in the Contract Documents. Please note that should the work be completed in project phases and bid packages, the successful CM/GC will be required to submit a GMP for each of these phases and packages of the Work. The sum or total of all the GMP’s for these phases of the Work, shall be the final GMP. In addition to the pre- construction fee, all other GMP’s for the phases of the Work shall become part of the CM/GC.

M. Insurance

Iron County School District will provide Builder’s Risk Insurance. CM/GC will be required to provide Professional Liability and Workers Compensation insurance for their employees. Sub-contractors will be required to do the same.

N. Bond Offering Contractors will be required to provide evidence of 100% payment and performance bonds for the Fixed Limit of Construction Cost (FLCC) with their proposal. Please provide evidence from your assurance company that capacity to meet bonding requirement for the FLCC is available in order to be a qualified bidder.

O. Discussions with Offerors

An oral presentation by the three (3) highest ranking Offeror’s to clarify and/or present their proposal MAY be required at the sole discretion of the Iron County School District. However, the District may award a contract based on the initial proposals received without discussion with the Offeror. If oral presentations are required, they will be scheduled after the submission of proposals. Oral presentations will be made at the Offerors expense.

P. Best and Final Offers

Pursuant to Utah State Code 63G-6A-707.5 the Iron County School District may authorize the use of a Best and Final Offer situation.

Q. Award of Contract

The contract(s) to be entered into between the successful CM/GC and Iron County School District will include the following forms and documents from the American Institute of Architects (AIA) which will govern the course of construction of the projects:

AIA Document A701-1997 Instructions to Bidders

AIA Document A312-1984 Performance Bond

AIA Document G702-1992 Application and Certificate for Payment

AIA Document G703-1992 Continuation Sheet

AIA Document G701-2001 Change Order

AIA Document G704-2000 Certificate of Substantial Completion

AIA Document G707-1994 Consent of Surety to Final Payment

AIA Document A201-1997 General Conditions of the Contract for Construction

AIA Document A133-2009 Standard Form of Agreement between Owner and Construction Manager as Constructor

R. Weighted Criteria

The following criteria will be used in ranking each proposal. The contractor that is ranked the highest will represent the best value for Iron County School District. The criteria are not listed in any priority order. The selection committee will consider all listed criteria in performing a comprehensive evaluation of the proposal. The scores will additionally be weighted by the number of evaluation committee members.

10pts Responsible/Responsive: How closely the Contractor’s RFP meets or exceeds administrative requirements, technical specifications, and contractual terms and conditions. Responsive: The contractor’s ability in all respects to successfully perform the contract requirements, including availability of local resources and personnel.

35pts CM/GC Experience and Strength of Team: Based on the statements of qualifications, and management plan, the selection team shall evaluate the expertise and experience of the construction firm, the project manager, and the superintendent as it relates to this project in size, complexity, quality and duration. Key personnel assignments and their commitment to each phase of the work will be evaluated. Based on the information provided in the construction and management plan, the selection team shall evaluate how each team has planned and determined how to construct the project in the location and in the time-frames presented. The contractor shall discuss what portions of the project they plan to self-perform. The selection team will also evaluate the degree, to what risks, the success of the project has been identified and a reasonable solution has been presented.

5pts Past performance on Public Education (P-12) Projects: Each contractor will be given a past performance rating based on past projects with Iron County School District, or other school districts throughout the State of Utah, and supplemented by references supplied by the contractor at the time the proposals are submitted. Iron County School District reserves the right to contact other references and/or entities of the submitting firm that are not specifically included or listed in the RFP.

15pts Experience with projects of similar scope: Each contractor will be rated on experience performed on similar projects that are specified in the CM/GC Statement of Qualifications, with particular attention paid to “managing masons, tilt construction, stucco and framing”, supplemented by references supplied by the contractor at the time the proposals are submitted.

35pts Costs: The contractor’s cost proposal will be considered with all other criteria to determine the ranking of the firm. Submit in separate, sealed envelope.

*Evaluation of fee proposals:

Proposed fees will be evaluated based on the cost proposal as a portion of the total cost of the anticipated budget.

CM/GC with the Lowest Preconstruction Costs, Monthly Supervision Fees, Bond Premiums and CM Fee will receive the full 35 Points.

*Monthly supervision fees will be calculated according to the proposed timeline stated in Paragraph J.

All other CM/GC proposals will receive a percentage of the 40 points based on the following formula:

(FLCC - Bidders Fee/FLCC – Low Bid) x 35 = Next CM/GC points awarded.

Proposal Response Form #1

New South Elementary School

PROPOSAL BREAKDOWN

THE PROPOSAL BREAKDOWN MUST BE PROVIDED IN A SEPARATE SEALED ENVELOPE.

CM/GC Name:

Each line item must be filled out either numerically or indicate if item is to be bid with a not to exceed amount.

If a line item is included in the overall bid, then indicate on the line item “$0.00” or “Included in Bid.” No line items shall be left blank.

PRECONSTRUCTION WORK:

Preconstruction Phase Services (Per Month) $

Other Costs:

TOTAL PRECONSTRUCTION WORK:

MONTHLY SUPERVISION FEES:

Project Manager (1 Person, Part-Time Administrative)

Project Superintendent(s)

Office Staff

Trailer and Supplies

Utilities:

Communication (Phones and Fax)

Electricity (Temporary Power Installation)

Electrical Panels (Temporary)

Water (Temporary Water Installation)

Portable Toilets

Mobilization / Demobilization

Construction Fencing & Barricades (Temporary)

Project Sign (8' x 8')

Insurance:

General Liability

Owners Protective Liability

Automotive

Workers’ Compensation

Clean-up (Including Dumpster)

Soils Testing & Special Inspections

By Owner Fees and Permits By Owner

BOND PREMIUMS:

Labor & Material Payment Bond (100% of Construction Costs -- $35,000,000)

Performance Bond (100% of Construction Costs -- $35,000,000)

CONSTRUCTION MANAGER FEE:

( _% of Construction Costs -- $35,000,000)

Vehicle Costs $

Building Layout, Survey, and Engineering $

Construction Equipment $

Small Tools / Consumables $

Other Costs: $

TOTAL MONTHLY SUPERVISION FEES : $

TOTAL MONTHLY SUPERVISION FEES , BOND PREMIUMS, AND

CONSTRUCTION MANAGER FEE $

Acknowledgement of Addenda, if any:

Addendum No. (Signature) Addendum

No. (Signature) Addendum

Proposal Response Form #2

CERTIFICATION OF PROPOSAL

I (We) have read the Iron County School District Request for Proposal and fully understand its intent. I (We) certify that I (we) have adequate personnel and resources to fulfill the proposal requirements. I (We) further understand that our ability to meet the criteria and provide the required services shall be judged solely by Iron County School District.

I (We) further certify that, since the receipt of this RFP, no contact, discussion, or negotiation has been made nor will be made regarding this proposal, with any Iron County School District employee or Board Member not listed herein. I (We) understand that any such contact will disqualify this proposal.

I (We) certify that all schedules and addenda contained herein shall be considered part of the entire RFP and that the complete documents submitted shall be considered a legally binding document.

Submitted by:

Proposer’s Name and Title

Authorized Signature

Telephone

Date

ATTACHMENT A:

IRON COUNTY SCHOOL DISTRICT STANDARD TERMS AND CONDITIONS FOR GOODS AND SERVICES

This is for a contract for goods, meaning all things (including specially manufactured goods) which are tangible, including but not limited to materials, supplies, and equipment; and usually movable.

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. The District 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 Signature Page(s), including all referenced attachments and documents incorporated by reference. The term “Contract” may include any purchase orders that result from this Contract.

c) “Contract Signature Page(s)” means the cover page(s) that the District and Contractor signed.

d) “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.

e) “District” means the Iron County School District, in its entirety, including its schools, divisions, departments, authorities, instrumentalities, boards, elected or appointed officers, employees, agents, and authorized volunteers.

f) “Goods” means all types of tangible personal property (commodities), including but not limited to materials, supplies, and equipment that Contractor is required to deliver to the District under this Contract. To the extent this Contract entails delivery or performance of services (including maintenance, installation, or product support) such services will be deemed “Goods” within the meaning of the Utah Uniform Commercial Code when reasonable to do so.

g) “Proposal” means Contractor’s response to the District’s Solicitation.

h) “Solicitation” means the documents used by the District to obtain Contractor’s Proposal.

i) “Subcontractors” means subcontractors or subconsultants at any tier that are under the direct or indirect control or responsibility of the Contractor, and includes all independent contractors, agents, employees, authorized resellers, or anyone else for whom the Contractor may be liable at any tier, including a person or entity that is, or will be, providing or performing an essential aspect of this Contract, including Contractor’s manufacturers, distributors, and suppliers.

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 Cedar City, in the Fifth Judicial District Court for Iron County.

3. LAWS AND REGULATIONS: At all times during this Contract, Contractor and all the Goods delivered under this Contract will comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements. If this Contract is funded by federal funds, either in whole or in part, then any federal regulation related to the federal funding will supersede this Attachment A.

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 the District 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, the District, state auditors and federal auditors, District staff, or their designees, access to all such records.

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

Verification System, also referred to as “E-verify”, only applies to contracts issued through a Request for Proposal process and to sole sources that are included within a Request for Proposal.

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 Contractor’s new employees that are employed in the State of Utah in accordance with applicable immigration laws.

2. Contractor shall require that each of its Subcontractors certify by affidavit, as to their own entity, under penalty of perjury, that each Subcontractor has registered and is participating in the Status Verification System to verify the work eligibility status of Subcontractor’s new employees that are employed in the State of Utah in accordance with applicable immigration laws.

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 the District, unless disclosure has been made to the District.

7. INDEPENDENT CONTRACTOR: Contractor and Subcontractors, in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of the District.

8. INDEMNITY: Contractor shall be fully liable for the actions of its agents, employees, officers, partners, and Subcontractors, and shall fully indemnify, defend, and save harmless the District from all claims, losses, suits, actions, damages, and costs of every name and description arising out of Contractor’s performance of this Contract caused by any intentional act or negligence of Contractor, its agents, employees, officers, partners, or Subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss, or damage arising hereunder due to the sole fault of the District. The parties agree that if there are any limitations of the Contractor’s liability, including a limitation of liability clause for anyone for whom the Contractor is responsible, such limitations of liability will not apply to injuries to persons, including death, or to damages to property of the District. Nothing in this Agreement shall be deemed as a waiver by any party of the defenses, rights or protections provided by the Utah Governmental Immunity Act (Utah Code Ann. 63G-7-101 et.

seq.) nor shall this Agreement be construed with respect to third parties as a waiver of any governmental immunity to which the District is otherwise entitled.

9. EMPLOYMENT PRACTICES: Contractor agrees to abide by the following 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 services 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.

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 identified elsewhere in this Contract.

11. DEBARMENT: Contractor certifies that it is not presently nor has ever been debarred, suspended, proposed for debarment, or declared ineligible by any governmental department or agency, whether international, national, state, or local. Contractor must notify the District 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.

12. 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 subject to the remedies below. This Contract may also be terminated without cause (for convenience), in advance of the specified expiration date, by either party, upon thirty (30) days written termination notice being given to the other party. The District 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 and conforming Goods ordered prior to date of termination. In no event shall the District be liable to the Contractor for compensation for any Good neither requested nor accepted by the District. In no event shall the District’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the District for any damages or claims arising under this Contract.

13. 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 the District, if the District reasonably determines that: (i) a change in Federal or State legislation or applicable laws materially affects the ability of either party to perform under the terms of this Contract; or (ii) that a change in available funds affects the District’s ability to pay under this Contract. A change of available funds as used in this paragraph includes, but is not limited to a change in Federal or State funding, whether as a result of a legislative act or by order of the President or the Governor.

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

14. SALES TAX EXEMPTION: The Goods under this Contract will be paid for from the District’s funds and used in the exercise of the District’s essential functions as a State of Utah entity. Upon request, the District will provide Contractor with its sales tax exemption number. It is Contractor’s responsibility to request the District’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.

15. WARRANTY: Contractor warrants, represents and conveys full ownership and clear title, free of all liens and encumbrances, to the Goods delivered to the District under this Contract. Contractor warrants for a period of one

(1) year that: (i) the Goods perform according to all specific claims that Contractor made in its Proposal to the Solicitation; (ii) the Goods are suitable for the ordinary purposes for which such Goods are used; (iii) the Goods are suitable for any special purposes identified in the Proposal and the Solicitation; (iv) the Goods are designed and manufactured in a commercially reasonable manner; (v) the Goods are manufactured and in all other respects create no harm to persons or property; and (vi) the Goods are free of defects. Unless otherwise specified, all Goods provided shall be new and unused of the latest model or design.

Remedies available to the District under this section include, but are not limited to, the following: Contractor will repair or replace Goods at no charge to the District within ten (10) days of any written notification informing Contractor of the Goods not performing as required under this Contract. If the repaired and/or replaced Goods prove to be inadequate, or fail its essential purpose, Contractor will refund the full amount of any payments that have been made. Nothing in this warranty will be construed to limit any rights or remedies the District may otherwise have under this Contract.

16. INSURANCE: Contractor shall at all times during the term of this Contract, without interruption, carry and maintain commercial general liability insurance from an insurance company authorized to do business in the State of Utah. The limits of this insurance will be no less than one million dollars ($1,000,000.00) per occurrence and three million dollars ($3,000,000.00) aggregate. Contractor also agrees to maintain any other insurance policies required in the Solicitation.

Contractor shall provide proof of the general liability insurance policy and other required insurance policies to the District within thirty (30) days of contract award. Contractor must add the District as an additional insured with notice of cancellation. Failure to provide proof of insurance as required will be deemed a material breach of this Contract.

Contractor’s failure to maintain this insurance requirement for the term of this Contract will be grounds for immediate termination of this Contract.

17. WORKERS’ COMPENSATION INSURANCE: Contractor shall maintain workers’ compensation insurance during the term of this Contract for all its employees and any Subcontractor employees related to this Contract. Workers’ compensation insurance shall cover full liability under the workers’ compensation laws of the jurisdiction in which the work is performed at the statutory limits required by said jurisdiction. Contractor acknowledges that within thirty (30) days of contract award, Contractor must submit proof of certificate of insurance that meets the above requirements.

18. 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 the District express permission to make copies of this Contract, related sales orders, related pricing documents, and invoices in accordance with GRAMA.

Except for sections identified in writing by Contractor and expressly approved by the Iron County School District Purchasing Department, 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. The District are not obligated to inform Contractor of any GRAMA requests for disclosure of this Contract, related purchase orders, related pricing documents, or invoices.

19. DELIVERY: All deliveries under this Contract will be F.O.B. destination with all transportation and handling charges paid for by Contractor. Responsibility and liability for loss or damage will remain with Contractor until final inspection and acceptance when responsibility will pass to the District, except as to latent defects or fraud. Contractor shall strictly adhere to the delivery and completion schedules specified in this Contract.

20. ACCEPTANCE AND REJECTION: The District shall have thirty (30) days after delivery of the Goods to perform an inspection of the Goods to determine whether the Goods conform to the standards specified in the Solicitation and this Contract prior to acceptance of the Goods by the District.

If Contractor delivers nonconforming Goods, the District may, at its option and at Contractor’s expense: (i) return the Goods for a full refund; (ii) require Contractor to promptly correct or replace the nonconforming Goods; or (iii) obtain replacement Goods from another source, subject to Contractor being responsible for any cover costs.

Contractor shall not redeliver corrected or rejected Goods without: first, disclosing the former rejection or requirement for correction; and second, obtaining written consent of the District to redeliver the corrected Goods.

Repair, replacement, and other correction and redelivery shall be subject to the terms of this Contract.

21. INVOICING: Contractor will submit invoices within thirty (30) days of the delivery date of the Goods to the District. The contract number shall be listed on all invoices, freight tickets, and correspondence relating to this Contract. The prices paid by the District will be those prices listed in this Contract, unless Contractor offers a prompt payment discount within its Proposal or on its invoice. The District has the right to adjust or return any invoice reflecting incorrect pricing.

22. 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, electronic funds transfer, or the District’s Purchasing Card (major credit card). If payment has not been made after sixty (60) days from the date a correct invoice is received by the District, then interest may be added by Contractor as prescribed in the Utah Prompt Payment Act. The acceptance by Contractor of final payment, without a written protest filed with the District within ten (10) business days of receipt of final payment, shall release the District from all claims and all liability to the Contractor. The District’s payment for the Goods shall not be deemed an acceptance of the Goods and is without prejudice to any and all claims that the District may have against Contractor. The District will not allow the Contractor to charge end users electronic payment fees of any kind.

23. INDEMNIFICATION RELATING TO INTELLECTUAL PROPERTY: Contractor will indemnify and hold the District 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 the District 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 of liability will not apply to this section.

24. OWNERSHIP IN INTELLECTUAL PROPERTY: The District and Contractor each recognizes that each has no right, title, or interest, proprietary or otherwise, in the intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. All Goods, documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Contractor prior to the execution of this Contract, but specifically manufactured under this Contract shall be considered work made for hire, and Contractor shall transfer any ownership claim to the District.

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 the District.

26. REMEDIES: Any of the following events will constitute cause for the District 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. The District 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, the District 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 the District; or (v) demand a full refund of any payment that the District 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. The District 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 the District 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 the District, including anyone for whom the District 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 the District 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 the District for written approval all advertising and publicity matters relating to this Contract. It is within the District’s sole discretion whether to provide approval, which approval must be in writing.

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

31. PROCUREMENT ETHICS: Contractor understands that a person who is interested in any way in the sale of any supplies, services, construction, or insurance to the District 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 the District, or to any person in any official capacity who participates in the procurement of such supplies, services, construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or organization.

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

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

34. 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) Contract Signature Page(s); (iii) the District’s additional terms and conditions, if any; (iv) any other attachment listed on the Contract Signature Page(s); 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 the District must be in writing and attached to this Contract or it is rendered null and void.

35. SURVIVAL OF TERMS: Termination or expiration of this Contract shall not extinguish or prejudice the District’s right to enforce this Contract with respect to any default of this Contract or defect in the Goods that has not been cured.

36. 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.

37. PRICE GUARANTEE, ADJUSTMENTS: The contract pricing will be guaranteed for the period specified in the original solicitation document. Following the guarantee period, any request for price adjustment must be for an equal guarantee period, and must be made at least 30 days prior to the effective date. Requests for price adjustment must include documentation supporting the request and demonstrating a logical mathematical link between the current price and the proposed price. Any adjustment or amendment to the contract will not be effective unless approved by the Iron County School District Purchasing Coordinator or Business Administrator. Iron County School District must be given the immediate benefit of any decrease in the market, or allowable discount.

38. 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.

39. EQUAL EMPLOYMENT OPPORTUNITY: Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of ``federally assisted construction contract'' in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, ``Equal Employment Opportunity'' (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p.339), as amended by Executive Order 11375, ``Amending Executive Order 11246 Relating to Equal Employment Opportunity,'' and implementing regulations at 41 CFR part 60, ``Office of Federal Contract Compliance Programs, Equal Employment Opportunity.

40. COPELAND “ANTI-KICKBACK” ACT: (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, ``Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States''). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

41. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT: (40 U.S.C.3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

42. CLEAN AIR ACT: (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended— Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C.

1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

43. BYRD ANTI-LOBBYING AMMENDMENT: (31 U.S.C. 1352)—Contractors that apply or bid for an award of $100,000 or more must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

44. ENERGY EFFICIENCY: Contractor must meet all energy efficiency standards…