biddoc.pdf

Page 1 of 9 RFP – Development, Permitting, Construction, and Operation of a Class IVb Landfill

Request for Proposal – GJ26-147

Project: Development, Permitting, Construction, and Operation of a Class IVb Landfill

Prepared For:

City of Green River, UT

Anticipated Timeline

Milestone Date

RFP Issued 4 May 2026

Pre-Proposal site visit (can be virtual) 28 May 2026

Deadline for Questions 5 June 2026, 11:30 pm

Proposals Due 19 June 2026, 11:30 pm

Interviews/Presentations During the week beginning 29 June, 2026

Selection/Notice of Award 24 July 2026

Project Contact

(pre-proposal logistics only — all questions, clarifications, and proposals must be submitted via U3P)

Edward Castro Bennett, MBA

City Manager, City of Green River

460 E. Main Street

Green River, UT. 84525

Phone: (435) 242-6174

Email: ebennett@greenriver.utah.gov mailto:ebennett@greenriver.utah.gov

RFP – Development, Permitting, Construction, and Operation of a Class IVb Landfill

1. Introduction:

The City of Green River, Utah (“City”) is soliciting proposals from qualified firms or teams (“Proposers”) to develop, permit, construct, and operate a Class IVb Construction and Demolition (C&D) landfill on City-owned property located west of the City.

The City intends to enter into an agreement with a private operator responsible for permitting, development, and the long-term operation of the landfill. The City will retain ownership of the land.

2. Background

2.1 Current Waste Disposal Conditions

The City currently transports all solid waste to an off-site transfer station for disposal. This approach has proven cost-prohibitive for construction and demolition debris and yard waste.

2.2 Anticipated Waste Streams

The City anticipates increased waste volumes due to:

• Demolition of dilapidated structures under EPA brownfields initiatives.

• Increased enforcement of the municipal code, generating yard waste.

• Ongoing need for local disposal of construction and demolition materials.

2.3 Proposed Site

The City has identified approximately 43 acres west of Green River for the development of a Class IVb landfill.

3. Prior Engineering and Technical Work

3.1 Summary of Prior Work

In 2022, the City’s contract engineer prepared a Class IV landfill application and supporting technical analyses, including:

• Class IV landfill application framework.

• Hydrologic analysis (25-year and 100-year storm events using HEC-RAS).

• Topographic survey and existing conditions mapping.

• Adjacent land use mapping within 1,000 feet.

• Grading and drainage design, including runoff control and final cover concepts.

• Cultural and biological surveys.

• Partial hydrogeologic evaluation.

These materials are included as reference documents.

3.2 Use of Prior Work

Proposers shall utilize the prior engineering and technical work to the maximum extent feasible and identify any required updates or deviations.

3.3 Updated Requirements

As time passes and the proposed site footprint expands, additional studies or updates may be required to meet current requirements of the Utah Division of Waste Management and Radiation Control (DWMRC).

4. Project Objective

Municipal Priority

The City’s primary objective is to provide cost-effective disposal options for construction and demolition debris and yard waste generated within the City. Proposers shall include:

• Preferred or discounted tipping fees for City-sponsored projects, including demolition and brownfields activities

• A description of how local users may be accommodated.

• A commitment to ensure capacity for municipal waste streams.

4.2 The City seeks a qualified operator to:

• Secure all necessary permits for a Class IVb landfill.

• Finalize and/or update engineering and environmental documentation.

• Develop and construct the landfill in phases.

• Operate and maintain the facility.

• Provide cost-effective disposal options for the City and the surrounding region.

The City does not intend to operate the landfill.

5. Scope of Services

5.1 Permitting and Regulatory Compliance

The Proposer shall:

• Prepare and submit a complete Class IVb landfill permit application.

• Coordinate with the Utah Division of Waste Management and Radiation Control (DWMRC).

• Complete or update required studies, including:

o Geotechnical investigations.

o Hydrogeologic analysis (as needed).

o Environmental and cultural clearances (as needed).

The operator bears permitting risk at its own cost. The City is not obligated to reimburse unsuccessful permitting expenses. All permitting work product becomes property of the City in the event of termination before permit issuance.

5.2 Engineering and Development

The Proposer shall:

• Evaluate and incorporate prior engineering work.

• Prepare final design and construction documents.

• Develop a phased plan for the 43-acre site.

• Construct site grading, drainage, and required infrastructure.

5.3 Operations

The Proposer shall:

• Provide staffing and equipment for operations.

• Manage waste acceptance and screening.

• Implement dust control, traffic management, and site maintenance.

• Maintain records and regulatory reporting.

5.4 Closure and Financial Assurance

The Proposer shall:

• Prepare closure and post-closure plans.

• Provide all required financial assurance mechanisms.

• Maintain compliance with applicable regulations.

• The operator shall be solely responsible for:

o Closure cost estimation.

o Financial assurance instruments (bond, LOC, etc.).

• The City shall have no financial responsibility for closure or post-closure obligations.

6. Development Structure

6.1 General Structure

The City anticipates entering into a long-term agreement with the selected Proposer. The City will retain ownership of the land.

6.2 Operator Responsibilities

The selected Proposer will serve as:

• Permit holder.

• Developer.

• Operator.

6.3 Financial Structure

The agreement may include:

• Ground lease and/or operating agreement.

• Host fee or revenue-sharing structure.

• Capital investment commitments.

6.4 Minimum Commercial Expectations

Proposers shall clearly define:

• Proposed term (e.g., 20–50 years).

• Site control structure (lease vs concession).

• Responsibility for capital investment.

• Responsibility for closure and post-closure costs.

• Allocation of regulatory risk.

• Any proposed minimum guarantees or performance commitments.

The City reserves the right to accept or reject proposed commercial structures based on overall value and alignment with City objectives. The City also reserves the right to negotiate final terms and structure with the selected Proposer.

PROPOSAL PROCESS:

Proposals submitted for this project shall address the following steps. Firms are encouraged to keep their proposals brief and to the point while providing sufficient detail to support a fair evaluation.

1. Cover Letter

The cover letter must consist of:

• Identification of Proposer, including name, address, and telephone number.

• Name, email, and phone number of a contact person during the period of proposal evaluation.

• By signing the cover letter and submitting a proposal, the proposer covenants that they are fully qualified to enter into the operating agreement, that the submitted information is true and accurate, and that it may be relied upon in evaluating the proposal.

• The attached Non-Collusion Affidavit (Attachment A) must be completed and returned with the proposal.

2. Technical Proposal

The technical proposal is limited to 30 pages or fewer. All items described below: Description of the firm, Minimum

Insurance and Bonding, Project Schedule, and Exceptions and Assumptions are non-negotiable. If it is determined that a technical proposal does not meet these requirements at any time during the solicitation process, the proposal will be deemed non-responsive and disqualified from further consideration.

Description of the firm

Proposers shall provide:

• Company name, website (if applicable), project manager's name, email, and phone number.

• Firm qualifications and relevant experience.

• Experience with landfill permitting and operations, particularly in Utah.

• Approach to utilizing and updating prior engineering work.

• Permitting strategy and anticipated timeline.

• Development and phasing plan.

• Operations plan, including staffing and equipment.

Proposers shall also include:

• 3–5 relevant projects with references.

• Key personnel and roles.

• Subconsultants or additional resources.

Minimum Insurance and Bonding

Proposers shall provide:

• Financial Assurance (Bonding/Trust): Must cover the cost of closure and post-closure care (30 years) as required by Utah Administrative Code R315-309. This requires a surety bond or trust fund equal to or greater than the approved cost estimate. It also requires:

• A proposal Bond: $5,000 or 5% of the proposal value.

• A performance Bond: 100% of the construction/operation contract value.

• Environmental Impairment Liability (EIL): Minimum $5,000,000 per occurrence for sudden/non-sudden pollution, cleanup, and third-party damages, crucial for landfills.

• Commercial General Liability (CGL): Minimum $2,000,000 per occurrence, encompassing broad-form property damage, bodily injury, and contractual liability.

• Professional Liability (Errors & Omissions): $1,000,000 for engineering, design, and operating plan development.

• Commercial Auto Liability: $1,000,000 combined single limit for owned/hired vehicles.

• Workers' Compensation: Assurance that operations will be compliant with statutory limits as required by Utah

Code Title 34A, Chapter 2, including Employer's Liability at $1,000,000 each accident / $1,000,000 disease each employee / $1,000,000 disease policy limit.

Project Schedule

Proposers shall provide a timeline for:

• Permitting.

• Construction.

• Commencement of operations.

Exceptions and Assumptions

Proposers shall identify:

• Assumptions regarding prior engineering work.

• Additional studies or requirements.

• Key risks.

Proposers are encouraged to identify opportunities to enhance project feasibility and long-term viability, such as regional waste acceptance strategies or operational efficiencies, provided these approaches are consistent with the

City’s objective.

3. Interview

Proposers who meet the minimum technical score (defined below) will be invited to meet with the project evaluation committee, either in person or virtually, to explain why they should be selected.

4. Cost Proposal

Pursuant to Utah Code Annotated (UCA) § 63G-6a-707(7), the cost proposal will be evaluated independently from the technical proposal, and as such, must be submitted on a separate document from the technical proposal. Proposers must not include costs or pricing data in their responses to the Technical Proposal. If a proposer fails to include a full cost budget, their proposal will be considered non-responsive and rejected.

The Cost Proposal shall include the following items, submitted on the Financial Proposal Form provided as Attachment C:

• Proposed tipping fees for construction and demolition waste ($/ton).

• Proposed tipping fees for yard waste ($/ton or per load).

• Preferred or discounted tipping fees for City-sponsored projects.

• Proposed lease payments, host fees, or revenue-sharing.

• Capital investment assumptions.

• Estimated annual throughput assumptions.

• Any minimum guarantees or commitments.

PROPOSAL SUBMISSION

Proposals must be submitted electronically, through Utah’s Public Procurement Place (U3P). Upload all documents in the

Supplier Attachments section of U3P. When submitting a proposal electronically through U3P, please allow sufficient time to complete the online forms and to upload proposal documents. The RFP will end at the deadline. If a Proposer is in the middle of uploading a proposal when the deadline arrives, the system will stop the upload process, and U3P will not accept the proposal. The attempted submission will be considered late and ineligible.

The proposer acknowledges that after all required documents have been entered in U3P, they must click on the link in the left-hand menu bar labeled “Review & Submit” and then check the box under the “Certification” heading to certify their bid. Then click the blue box labeled “Submit Response” to submit their bid.

Once the response has been submitted, the Proposer will receive confirmation that the response was successfully submitted. Vendors who fail to submit their response will not have their response reviewed and will be ineligible for further consideration under this solicitation.

1. Proposal Questions

The Question-and-Answer period closes on the date and time specified in Utah’s Public Procurement Place (U3P). All questions must be submitted through U3P during the Question-and-Answer period. Answers from the City will be posted on U3P. Questions may include notifying the City of any ambiguity, inconsistency, scope exception, excessively restrictive requirement, or other errors in this RFP. Questions are encouraged and may be answered individually or compiled into one document.

Questions may also be answered via an addendum. An answered question or an addendum may modify the specification or requirements of this RFP. Answered questions and addenda will be posted on U3P. Proposers should periodically check

U3P for answered questions and addenda before the closing date. It is the responsibility of the Proposers to submit their proposals as required by this RFP, including any requirements contained in an answered question and/or addenda.

2. Addendum to RFP

If it becomes necessary to revise this RFP in whole or in part, an addendum will be posted on the Utah Public

Procurement Place to all proposers of record who received the original RFP.

EVALUATION OF PROPOSALS

1. Initial Review

In the initial phase of the evaluation process, the conducting procurement unit will promptly review all received proposals.

The City will eliminate non-responsive proposals that do not conform to the following mandatory requirements from further consideration:

• Proposer must be registered to do business in the State of Utah at the time of contract execution (or able to register before contract execution).

• Proposer (or a named team member) must have permitted, constructed, or operated at least one Class IV, IVa, or IVb landfill in the past five years.

• Proposer must demonstrate bonding capacity at least equal to the estimated closure cost under R315-309, evidenced by a surety letter issued within 90 days of submittal.

• Proposer (and key personnel) must have no revoked or suspended landfill permits in the last ten years.

• Required Environmental Impairment Liability policy at the stated limits ($5M occurrence) must be in force or a written carrier commitment must be attached.

2. Technical Proposal Evaluation

Responsive proposals will then be evaluated by an evaluation committee appointed by the conducting procurement unit against the proposal evaluation criteria noted in this RFP. Proposals will be evaluated against the evaluation criteria as follows:

A. Relevant experience and qualifications – 30 points.

B. Approach to permitting and development – 30 points.

C. Operations plan – 20 points.

D. Project schedule and readiness – 20 points.

E. Total possible Technical Points = 100.

Proposers who achieve a minimum score of 70 points out of a possible 100 will proceed to Stage 3: Interview.

Proposers with a score of less than the minimum required technical points will be deemed ineligible for further consideration. The evaluation score sheet has been attached to this RFP. The attached Evaluation Score Sheet specifies the relative weight assigned to each evaluation criterion (Attachment B). The evaluation committee for this RFP will tally the final scores for criteria other than cost to arrive at a consensus score by the following method: an average of the individual scores. Final ranking will combine technical, interview, and cost scores in accordance with UCA §63G-6a.

The combined maximum is 200 points (Technical: 100, Interview: 50, Cost: 50).

3. Interview

The City will interview Proposers who meet the minimum point threshold for the technical proposal evaluation. A total of

50 interview points is possible. Proposers will be given a maximum of 20 minutes to demonstrate their response to the

Technical Proposal and to meet with the evaluation committee. The committee will evaluate the proposals based on how well their presentations align with the City’s objectives for the landfill.

The City plans to hold these demonstrations either virtually or in person at our City Hall located at 460 East Main Street, Green River, UT 84525. The City will notify all qualified proposers of the exact date and time.

4. Cost Analysis

There is a total of 50 cost points possible in this stage. Points assigned to each Proposer’s cost proposal will be based on the lowest proposal cost. For purposes of this evaluation, 'total cost' means the NPV of net cost to the City over the term

— i.e., lifecycle tipping fees the City would pay for City-sponsored tonnage, net of host fees and revenue share received.

For purposes of scoring, if any Proposer's total cost is negative or zero, the City will assign 50 points to that Proposer and apply the formula 50 × (1 − (Proposer's Cost − Lowest) / |Lowest|), capped at zero, for the others.

The Proposer with the lowest total cost will receive 50 points, or 100% of the total cost points awarded. All other

Proposers will receive a portion of the total cost points based on the percentage by which their total cost exceeds the lowest total cost. The formula is: 50 Cost Points x (Lowest Proposed Cost / Proposer’s Cost).

Proposal Acceptance

1. Contract Award

The proposer with the highest score, as justified by the procurement code, will be awarded the contract.

2. Firm Proposal

An authorized official of the firm must sign proposals if the proposer is a company that is authorized to bind the company to a contract.

3. Cancellation of the Procurement Process

The City reserves the right to cancel the procurement process at any time. All proposals become the property of the City.

All information submitted in the proposal becomes “public record” as defined by the State of Utah upon completion of the procurement process. If any proprietary information is contained in or attached to the proposal, it must be clearly identified by the Proposer; otherwise, the Proposer agrees that all documents provided may be released to the public after the award.

The City reserves the right to withdraw the Request for Proposal (RFP), reject a specific proposal for noncompliance with the RFP provisions, or not award a contract at any time due to unforeseen circumstances.

4. Interpretation of the RFP

The Contractor must carefully examine and understand all requirements, specifications, and conditions stated in the RFP.

If any Contractor planning to submit a proposal finds discrepancies in or omissions from the RFP, or is in doubt as to the meaning, a written request for interpretation or correction must be given to the City during the question-and-answer period. Any changes to the RFP will be made only by written addendum. The City is not responsible for any other explanations or interpretations. If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. All notices regarding this procurement may be posted on the City website.

5. Notification:

According to the City of Green River's policy, all responses must be presented at a City Council Meeting and obtain approval of the selected Proposer before the award is made. This process can take some time; the posting will be closed on the State Purchasing Solicitation U3P Website. Following the City Council Meeting, where the award is approved, all responders will receive an email notification of the results. Attendance at the public City Council Meeting is permitted.

I (we) have read and understand the RFP documents. Furthermore, we are prepared to comply with all requirements in these documents.

Respectfully Submitted, Name of Proposer

Title

Authorized Signature

(The remainder of this page is blank)

ATTACHMENT A: STATE OF UTAH STANDARD TERMS AND CONDITIONS FOR SERVICES

This is for a contract for services (including professional services) meaning the furnishing of labor, time, or effort by a contractor.

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 State Entity 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 State of Utah cover page(s) that the State Entity and Contractor sign.

d) “Contractor” means the individual or entity delivering the Services identified in this Contract. The term “Contractor” shall include Contractor’s agents, officers, employees, and partners.

e) “Custom Deliverable” means the Work Product that Contractor is required to deliver to the State Entity under this

Contract.

f) “Services” means the furnishing of labor, time, or effort by Contractor pursuant to this Contract. Services include, but are not limited to, all of the deliverable(s) (including Custom Deliverable, supplies, equipment, or commodities) that result from Contractor performing the Services pursuant to this Contract. Services include those professional services identified in Section 63G-6a-103 of the Utah Procurement Code.

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

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

i) “State Entity” means the department, division, office, bureau, agency, or other organization identified on the Contract

Signature Page(s).

j) “State of Utah” means the State of Utah, in its entirety, including its institutions, agencies, departments, divisions, authorities, instrumentalities, boards, commissions, elected or appointed officers, employees, agents, and authorized volunteers.

k) “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.

l) “Work Product” means every invention, modification, discovery, design, development, customization, configuration, improvement, process, software program, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection) that is specifically made, conceived, discovered, or reduced to practice by Contractor or Contractor’s Subcontractors (either alone or with others) pursuant to this Contract. Work Product shall be considered a work made for hire under federal, state, and local laws; and all interest and title shall be transferred to and owned by the State Entity. Notwithstanding anything in the immediately preceding sentence to the contrary, Work Product does not include any State Entity intellectual property, Contractor’s intellectual property (that it owned or licensed prior to this Contract) or Third Party intellectual property.

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 Salt Lake City, in the Third Judicial District Court for Salt Lake County.

3. LAWS AND REGULATIONS: At all times during this Contract, Contractor and all Procurement Items delivered and/or performed 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, including CFR Appendix II to Part 200, 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 State Entity 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 State of Utah, federal auditors, and State Entity staff, 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

State Entity or the State of Utah, unless disclosure has been made to the State Entity.

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 State Entity or the State of Utah.

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 State Entity and the State of Utah from all claims, losses, suits, actions, damages, and costs of every name and description arising out of Contractor’s performance of this Contract to the extent caused by any intentional wrongful 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 State Entity. 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.

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 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 2019-1, dated February 5, 2019, 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 listed elsewhere in this Contract.

11. 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 the State Entity 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: 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 the State Entity, upon thirty (30) days written termination notice being given to the Contractor. The State Entity 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 Services ordered prior to date of termination.

Contractor shall be compensated for the Services properly performed under this Contract up to the effective date of the notice of termination. Contractor agrees that in the event of such termination for cause or without cause, Contractor’s sole remedy and monetary recovery from the State Entity or the State of Utah is limited to full payment for all Services properly performed as authorized under this Contract up to the date of termination as well as any reasonable monies owed as a result of Contractor having to terminate other contracts necessarily and appropriately entered into by Contractor pursuant to this Contract. In no event shall the State Entity be liable to the Contractor for compensation for any services neither requested by the State nor satisfactorily performed by the Contractor. In no event shall the State Entity’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the State Entity 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 State Entity, if the State Entity 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 State Entity’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 State Entity will reimburse Contractor for the Services properly ordered until the effective date of said notice. The State Entity will not be liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of said written notice.

14. SUSPENSION OF WORK: Should circumstances arise which would cause the State Entity 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 the State Entity.

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

16. CONTRACTOR’S INSURANCE RESPONSIBILITY. The Contractor shall maintain the following insurance coverage:

a. 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.

b. Commercial general liability [CGL] insurance from an insurance company authorized to do business in the State of

Utah. The limits of the CGL insurance policy will be no less than one million dollars ($1,000,000.00) per person per occurrence and three million dollars ($3,000,000.00) aggregate.

c. Commercial automobile liability [CAL] insurance from an insurance company authorized to do business in the

State of Utah. The CAL insurance policy must cover bodily injury and property damage liability and be applicable to all vehicles used in your performance of Services under this Agreement whether owned, non-owned, leased, or hired. The minimum liability limit must be $1 million per occurrence, combined single limit. The CAL insurance policy is required if Contractor will use a vehicle in the performance of this Contract.

d. Other insurance policies required in the Solicitation.

Certificate of Insurance, showing up-to-date coverage, shall be on file with the State Entity before the Contract may commence.

The State reserves the right to require higher or lower insurance limits where warranted. 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. RESERVED.

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 State Entity and the State of Utah 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 State of Utah Division of Purchasing and General Services, 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 State Entity and the State of Utah 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 State Entity, 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 State Entity shall have thirty (30) days after the performance of the Services to perform an inspection of the Services to determine whether the Services conform to the standards specified in the Solicitation and this Contract prior to acceptance of the Services by the State Entity.

If Contractor delivers nonconforming Services, the State Entity may, at its option and at Contractor’s expense: (i) return the Services for a full refund; (ii) require Contractor to promptly correct or reperform the nonconforming Services subject to the terms of this Contract; or (iii) obtain replacement Services from another source, subject to Contractor being responsible for any cover costs.

21. INVOICING: Contractor will submit invoices within thirty (30) days of Contractor’s performance of the Services to the State

Entity. The contract number shall be listed on all invoices, freight tickets, and correspondence relating to this Contract. The prices paid by the State Entity will be those prices listed in this Contract, unless Contractor offers a prompt payment discount within its Proposal or on its invoice. The State Entity 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 State of Utah’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 State Entity, 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 State Entity within ten (10) business days of receipt of final payment, shall release the State Entity and the State of Utah from all claims and all liability to the Contractor. The State Entity’s payment for the Services shall not be deemed an acceptance of the Services and is without prejudice to any and all claims that the State Entity or the State of Utah may have against Contractor. The State of Utah and the State Entity will not allow the Contractor to charge end users electronic payment fees of any kind.

23. TIME IS OF THE ESSENCE: The Services shall be completed by any applicable deadline stated in this Contract. For all

Services, time is of the essence. Contractor shall be liable for all reasonable damages to the State Entity, the State of Utah, and anyone for whom the State of Utah may be liable as a result of Contractor’s failure to timely perform the Services required under this Contract.

24. CHANGES IN SCOPE: Any changes in the scope of the Services to be performed 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 Services.

25. PERFORMANCE EVALUATION: The State Entity may conduct a performance evaluation of Contractor’s Services, including Contractor’s Subcontractors. Results of any evaluation may be made available to Contractor upon request.

26. STANDARD OF CARE: The Services of Contractor and its Subcontractors shall be performed in accordance with the standard of care exercised by licensed members of their respective professions having substantial experience providing similar services which similarities include the type, magnitude, and complexity of the Services that are the subject of this Contract. Contractor shall be liable to the State Entity and the State of Utah for claims, liabilities, additional burdens, penalties, damages, or third party claims (e.g., another Contractor’s claim against the State of Utah), to the extent caused by wrongful acts, errors, or omissions that do not meet this standard of care.

27. REVIEWS: The State Entity reserves the right to perform plan checks, plan reviews, other reviews, and/or comment upon the Services of Contractor. Such reviews do not waive the requirement of Contractor to meet all of the terms and conditions of this Contract.

28. 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 State Entity.

29. REMEDIES: Any of the following events will constitute cause for the State Entity 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 State Entity 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 State Entity 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 State Entity or the State of Utah; or (v) demand a full refund of any payment that the State Entity has made to Contractor under this Contract for Services that do not conform to this Contract.

30. 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 State Entity may terminate this Contract after determining such delay will prevent successful performance of this Contract.

31. 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 State Entity 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 State Entity and the State of Utah, including anyone for whom the State Entity or the State of Utah 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 State Entity 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.

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

33. CONTRACT INFORMATION: Contractor shall provide information regarding job vacancies to the State of Utah Department of Workforce Services, which may be posted on the Department of Workforce Services website. Posted information shall include the name and contact information for job vacancies. This information shall be provided to the State of Utah Department of Workforce Services for the duration of this Contract. This requirement does not preclude Contractor from advertising job openings in other forums throughout the State of Utah.

34. INDEMNIFICATION RELATING TO INTELLECTUAL PROPERTY: Contractor will indemnify and hold the State Entity and the State of Utah 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 State Entity or the State of Utah 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.

35. OWNERSHIP IN CUSTOM DELIVERABLES: In the event that Contractor provides Custom Deliverables to the State Entity, pursuant to this Contract, Contractor grants the ownership in Custom Deliverables, which have been developed and delivered by Contractor exclusively for the State Entity and are specifically within the framework of fulfilling Contractor’s contractual obligations under this contract. Custom Deliverables shall be deemed work made for hire, such that all intellectual property rights, title and interest in the Custom Deliverables shall pass to the State Entity, to the extent that the Custom Deliverables are not recognized as work made for hire, Contractor hereby assigns to the State Entity any and all copyrights in and to the Custom Deliverables, subject to the following:

1. Contractor has received payment for the Custom Deliverables,

2. Each party will retain all rights to patents, utility models, mask works, copyrights, trademarks, trade secrets, and any other form of protection afforded by law to inventions, models, designs, technical information, and applications (“Intellectual Property Rights”) that it owned or controlled prior to the effective date of this contract or that it develops or acquires from activities independent of the services performed under this contract (“Background IP”), and

3. Contractor will retain all right, title, and interest in and to all Intellectual Property Rights in or related to the services, or tangible components thereof, including but not limited to (a) all know-how, intellectual property, methodologies, processes, technologies, algorithms, software, or development tools used in performing the Services (collectively, the “Utilities”), and

(b) such ideas, concepts, know-how, processes and reusable reports, designs, charts, plans, specifications, documentation, forms, templates, or output which are supplied or otherwise used by or on behalf of Contractor in the course of performing the Services or creating the Custom Deliverables, other than portions that specifically incorporate proprietary or Confidential Information or Custom Deliverables of the State Entity (collectively, the “Residual IP”), even if embedded in the Custom Deliverables.

4. Custom Deliverables, not including Contractor’s Intellectual Property Rights, Background IP, and Residual IP, may not be marketed or distributed without written approval by the State Entity.

Contractor agrees to grant to the State Entity a perpetual, irrevocable, royalty-free license to use Contractor’s Background IP, Utilities, and Residual IP, as defined above, solely for the State Entity and the State of Utah to use the Custom Deliverables. The State Entity reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use, for the State Entity’s and the State of Utah’s internal purposes, such Custom Deliverables. For the Goods delivered that consist of Contractor’s scripts and code and are not considered Custom Deliverables or Work Product, for any reason whatsoever, Contractor grants the State Entity a non-exclusive, non-transferable, irrevocable, perpetual right to use, copy, and create derivative works from such, without the right to sublicense, for the State Entity’s and the State of Utah’s internal business operation under this Contract. The State Entity and the State of Utah may not participate in the transfer or sale of, create derivative works from, or in any way exploit Contractor’s Intellectual Property Rights, in whole or in part.

36. OWNERSHIP IN INTELLECTUAL PROPERTY: The State Entity and Contractor agree that each has no right, title, interest, proprietary or otherwise in the 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 the State Entity.

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

38. 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.

39. 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 State of Utah 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 State of Utah, or to any person in any official capacity…