RFP 2023-8 - Maintenace of Uninterruptible Power Systems.pdf

UTAH COUNTY

PUBLIC WORKS DEPARTMENT

2855 South State Street

Provo, Utah 84606

(801) 851-8600

REQUEST FOR PROPOSAL

for

MAINTENANCE OF

UNINTERRUPTIBLE POWER SYSTEMS

RFP # 2023-8

CLOSING DATE

FOR RECEIPT OF PROPOSALS: Tuesday, February 28, 2023

TIME: 3:00 p.m. (Mountain Time)

PLACE: Office of the Utah County Purchasing Manager

100 East Center Street

Room 3600

RFP for UPS Maintenance Page i

Utah County

TABLE OF CONTENTS

REQUEST FOR PROPOSALS

Intent

Procedure

Rules of Procurement

Proposal Organization

Propriety Information

Questions and Clarifications

Proposal Submission

Acceptance of Proposal

Disqualification of Proposal

Disposition of Proposal

Interpretation of RFP

Evaluation of Proposals

Award of Contract

General

Annual Cost Increase

SPECIFICATIONS ....................................................................................... Attachment A1

Scope of Work ........................................................................................................... S-1

Schedule of Equipment and Service Levels .............................................................. S-1

UPS Service .............................................................................................................. S-1

VRLA (Sealed) Battery Service ................................................................................ S-2

Modular UPS & Battery Service ............................................................................... S-3

Emergency Service Coverage ................................................................................... S-4

Reporting ................................................................................................................... S-4

Service Technicians ................................................................................................... S-4

Miscellaneous Services ............................................................................................. S-4

FEE PROPOSAL .................................................................................................. Attachment B

PROPOSAL INFORMATION FORM ........................................................................Exhibit A

CERTIFICATE OF NON-COLLUSION ..................................................................... Exhibit B

SAMPLE AGREEMENT WITH STANDARD TERMS & CONDITIONS ............... Exhibit C

RFP for UPS Maintenance Page 1

1. REQUEST FOR PROPOSALS

1.1 INTENT

Through this Request for Proposals (RFP), Utah County is seeking proposals from qualified Contractors to provide preventative maintenance and emergency maintenance of several uninterruptible power systems located in various facilities owned or leased by

Utah County. The intent is to select one or more contractors to complete said work over the next five-year period. Based upon the evaluation of the RFPs, Utah County may choose at its discretion to award to multiple contractors an ongoing contract.

Responses to this RFP should include details about qualifications including key personnel and subcontractors, experience with reference contacts, work plan, and cost proposal as described herein. They should also include proposed service agreements for evaluation by the County if required by Contractor. Utah County intends to compare and evaluate all qualifying submittals and select the most qualified firms based on proposal content.

This is a Request for Proposals only and should not be interpreted as a solicitation for services or as a contract for services. Submittals should be comprehensive, concise, and directly responsive to the goals and format as outlined in this RFP.

If a firm or individual is recommended pursuant to this RFP, an agreement will be executed with Utah County, a sample copy of which is included herein as Exhibit C. The

County will not entertain changes to its Standard Terms and Conditions. The agreement is expected to have an initial term of five (5) years. However, the County has the right to terminate the contract for its convenience at any time.

1.2 PROCEDURE

The procedure for response to this RFP, evaluation of proposals, and selection will be as follows:

1. Interested entities will prepare and submit their proposals prior to the specified

Closing Date for Receipt of Proposals.

2. Utah County and/or its representatives will evaluate all submitted proposals as described herein.

3. The selected firm or individual will enter into an agreement with the County.

1.3 RULES OF PROCUREMENT

A. This procurement shall conform to and is governed by The Utah County Division of

Purchasing, Procurement Rules and Regulations.

B. For this procurement, all proposals must be submitted in the proposal format outlined herein.

C. All prospective Proposers must meet the required criteria as of the date of submission.

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Respondents must provide all information requested in the Proposal Information

Form.

D. Utah County has established certain requirements with respect to proposals to be submitted by respondents. The use of "shall", "must", or "will", in this RFP indicates a requirement or condition from which a material deviation will not be approved by

Utah County.

1.4 PROPOSAL ORGANIZATION

The proposal must include the following information in a form not to exceed 25 pages which does not include the cover, tabs, and required forms and certifications:

1. Proposer’s Statement of Qualifications

a. Each Proposer shall provide a statement of qualifications. This shall be a short document that indicates the experience and qualifications of the Proposer and key personnel that will be performing the specified services herein to help ensure the project’s success. It should include resumes of the key personnel, copies of applicable licenses and certifications of the key personnel.

b. If applicable, each Proposer shall include a list of subcontractors expected to be used and their expertise and references for similar situations where the subcontractors provided services.

2. Proposer’s Project Experience

Each Proposer shall include a minimum of three (3) examples of similar projects that have been completed by the Proposer and the key personnel as they relate to the Specifications. Information about similar projects should include starting and completion dates, project size, who the work was performed for at the time including name, address, telephone number and contact person, and what the responsibility of the Proposer was on the project.

3. Proposed Work Plan

Provide a detailed and comprehensive description of how the Proposer intends to provide the services requested in this RFP. This description shall include, but not be limited to: how the project(s) will be managed and scheduled, how and when data will be delivered to the County, communication and coordination, the working relationship between the Proposer and County staff, and the Proposer’s general philosophy in regards to providing the requested services.

4. Fee Proposal

Each Proposer shall attach a complete Fee Schedule listing hourly rates, unit costs, etc., for all services provided by the Proposer which may be applicable to this RFP.

5. Completed Proposal Information Form (Exhibit A).

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6. Completed Certificate of Non-Collusion (Exhibit B).

7. A copy of the Proposer’s current local business license.

8. Proof of required insurance.

9. Termination or Debarment Certification

Each Proposer 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 Proposer must also certify that neither it nor its principals have been terminated during the performance of a contract or withdrew from a contract to avoid termination. If the Proposer cannot certify these two statements, the Proposer shall submit a written explanation of the circumstances for review by Utah County.

1.5 PROPRIETARY INFORMATION

The Proposer shall mark proprietary information contained in the proposal which is not to be disclosed to the public or used for purposes other than the evaluation of the proposals.

Pricing and service elements of the successful proposal will not be considered proprietary.

1.6 QUESTIONS AND CLARIFICATIONS

All questions regarding this RFP must be submitted through the Utah Public Procurement

Place (U3P) web site. The deadline for submission of questions is three business days before the closing date.

1.7 PROPOSAL SUBMISSION

A. Each respondent must submit SIX (6) COPIES of its SEALED proposal to the Utah

County Purchasing Manager. The envelope containing the proposal must be clearly labeled “SEALED PROPOSAL – MAINTENNACE OF UNINTERRUPTIBLE

POWER SYSTEMS RFP# 2023-8”. The proposal must be delivered to:

Utah County Purchasing Manager

100 East Center, Room 3600

B. LATE PROPOSALS WILL NOT BE ACCEPTED EXCEPT AS SET FORTH IN

UTAH COUNTY PROCUREMENT RULES AND REGULATIONS.

1.8 ACCEPTANCE OF PROPOSAL

A. Utah County reserves the right to reject any or all proposals or waive minor irregularities when to do so would be in the best interests of Utah County. Minor irregularities are those which will not have a significant adverse effect on overall competition or performance levels.

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B. The responding party agrees that Utah County may terminate this procurement procedure at any time, and Utah County shall have no liability or responsibility to the responding party for any costs or expenses incurred in connection with this RFP, or such party's response.

1.9 DISQUALIFICATION OF PROPOSAL

The occurrence of any of the following may result in disqualification of a proposal:

A. Failure to respond within the established timetable.

B. Failure to completely answer all questions presented in the RFP.

C. Use of any type of form or format other than those indicated in the RFP.

D. Failure to provide requested documentation at the time of proposal submission.

E Illegible responses.

F. If the Proposer adds any provisions reserving the right to accept or reject an award or to enter into an agreement pursuant to an award, or any other unauthorized conditions, limitations or provisions.

G. If the Proposer is unable to evidence a satisfactory record of integrity.

H. If the Proposer is not qualified legally to contract.

I. If the proposal at the opening does not contain a signed proposal, and a signed certificate of non-collusion.

J. Utah County reserves the right to reject any or all proposals.

1.10 DISPOSITION OF PROPOSALS

A. All proposals (and the information contained therein) shall become the property of

Utah County. No proposal shall be returned to the respondent regardless of the outcome of the selection process.

B. The County reserves the right to use any or all ideas presented. Selection or rejection of the proposal does not affect this right.

C. The proposal may be withdrawn upon request by the respondent, without prejudice, prior to, but not after, the time fixed to receive proposals.

1.11 INTERPRETATION OF RFP

The invalidity of any portion of this RFP shall not prevent the remainder from being carried into effect. Whenever the context of any provision shall require it, the singular number shall be held to include the plural number, and vice versa, and the use of any gender shall include all genders. The paragraph and section headings in this RFP are for convenience only and do not constitute a part of the provisions hereof.

1.12 EVALUATION OF PROPOSALS

A. All proposals will be evaluated by authorized representatives of Utah County (the

Evaluation Committee). The following criteria will be used by the Evaluation

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Committee in creating a score for each of the proposals:

Proposer’s Statement of Qualifications: 25 points

Proposer’s Project Experience: 25 points

Proposed Work Plan: 15 points

Fee Proposal: 35 points

TOTAL: 100 points.

B. Evaluation Committee members shall not confer with any Proposer. If information or clarification is needed regarding the RFP, the prospective Proposers are to contact the

Purchasing Manager as herein defined.

C. All proposals received shall be evaluated and scored independently by each member of the Evaluation Committee on the scoring sheets provided by the Purchasing

Manager. The evaluation criteria will be based on the information described in the

RFP.

D. The award recommendation will be based on the best evaluated proposal and shall constitute only a recommendation to the Board of County Commissioners.

E. Committee members may discuss the proposals together, but each committee member will privately score and/or rank their selection. The score sheets and/or ranking will be submitted to the Purchasing Manager for tabulation and disclosure to the full committee.

F. The Purchasing Manager shall provide to the Board of County Commissioners the

Evaluation Committee’s recommendations, final tabulations and ranking of the proposals.

G. All proposals are subject to the final review, evaluation and decision by the Board of

County Commissioners.

1.13 AWARD OF CONTRACT

A. After taking into consideration the Evaluation Committee’s recommendations, tabulations, and rankings, the Board of County Commissioners shall award the contract to one or more of the top ranked Proposers or may elect to reject all proposals. In making its decision, the Board of County Commissioners shall determine which proposal or proposals is in the best interest of the County, after considering all applicable factors.

B. The Board of County Commissioners may make the awarding of a contract subject to further negotiations and modifications deemed to be in the best interest of the County, and the award of contract shall be subject to the County and the Proposer entering into a contract acceptable to the County. An individual contract will be required for each selected Proposer.

1.14 GENERAL

A. Utah County will award a contract in reliance upon the information contained in proposals submitted in response to the RFP. Utah County will be legally bound only when and if there is a signed agreement entered into between Utah County and the awarded Proposers.

B. It is vitally important that any person who signs a proposal or agreement on behalf of

RFP for UPS Maintenance Page 6 a respondent certifies that he or she has the authority to so act. The Proposer who has its proposal accepted may be required to answer further questions and provide further clarification of its proposal and responses.

C. Receiving this RFP or responding to it does not entitle any entity to participate in services or transactions resulting from or arising in connection with this RFP. Utah

County shall have no liability to any person or entity under or in connection with this

RFP, unless and until Utah County and such person have executed and entered into an agreement pursuant to the terms of this RFP.

D. By responding to this RFP each responding party acknowledges that neither Utah

County nor any of its representatives is making or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any portion of the information contained in this RFP. The responding party further agrees that neither Utah County nor any of its representatives shall have any liability to the responding party or any of its representatives as a result of this RFP process or the use of the information contained in this RFP. Only the terms and conditions contained in an agreement when, as, and if executed, and subject to such limitations and restrictions as may be specified therein, may be relied upon by the respondent in any manner as having any legal effect whatsoever.

1.15 ANNUAL COST INCREASE

Proposers may, upon written notice delivered to Utah County on or before November 1 of any year of the Agreement term, request an increase to the contract price by a percentage equal to the percentage increase which occurred in the Consumer Price Index

(defined as the Consumer Price Index, All Urban Customers (CPI-U) U.S. City Average, All Items, or a similar index if this index is discontinued) during the preceding one year period, not to exceed three percent (3%) per year, to be effective not sooner than

January 1 of the following year of the Agreement term

RFP for General Engineering Services Page S-1

ATTACHMENT A

SPECIFICATIONS

S.1 SCOPE OF WORK

Utah County is seeking proposals from qualified Contractors to provide preventative maintenance and emergency maintenance of several uninterruptible power systems located in various facilities owned or leased by Utah County.

S.2 SCHEDULE OF EQUIPMENT AND SERVICE LEVELS

There will be eight (8) total UPS’s included in this contract. PM Inspections twice annually occurring Monday to Friday 8am to 5pm. This shall include complete (100%) coverage for all labor, travel, and on-site time for two (2) Preventative Maintenance services per year for each specified piece of equipment. Contractor is responsible to verify UPS size, Model # and battery size and count.

Location Equipment Serial Number

PM

Interval Service

Jail Industries 370 West 3200 North Spanish Fork, UT 84660

Liebert 12 NFinity Elec. Room

Model # N104S0412600

0629302004BU6L4 6 months

Full Service

2 PM's/Yr

4 Hour

Response

Administration Building 100 East Center Street Provo, UT 84606

Liebert NX 60 KVA Model # 385A060A000

40 Batteries C&D UPS-12

400MR

2101200266212303003 6 months

Health & Justice Building 151 South University Ave Provo, UT 84601

Toshiba 4400 Series Model# 4400F3F200XAB

20KVA 24 Batteries 171000204 6 months

Public Works 2855 South State Street Provo, UT 84606

Liebert 12 NFinity Model# N212S0412600

0504801003BU7L4 6 months

Security Center 3075 North Main Street Spanish Fork, UT 84660

Liebert 12 N Finity Visiting Hall Pod C PLC

Room Model# N108F0512600

1110502001BU6L4 6 months

Liebert 16 Central Control

Model # N108S0212600 031050200BU6L4 6 months

Toshiba 30KVA Sheriff Admin

Model# 4400F3F300XA 190502155 6 months

Liebert 8 N Finity Jail Admin PLC Rm

Upstairs Model# N112S0312600

0807201008BU 6 months

RFP for General Engineering Services Page S-2

S.3 UPS SERVICE

Semi-Annual Service

• Perform a complete visual inspection of all internal sub-assemblies, wiring harnesses, contactors, cables, and major components

• Check for proper clearance around the unit

• Perform temperature checks on all breakers, connections, and associated controls.

Report all high temperature areas

• Check air filters for cleanliness; clean or replace

• Check module(s) for the following, as applicable:

o Rectifier and inverter snubber circuit board discoloration o Power capacitors for swelling or leakage o Capacitor vent caps extruded more than 1/8” o Fans for proper operation o Lubricate and check bearings for abnormal condition, as applicable, where possible

• Record all meter readings and calibrate as necessary, where possible

• Measure and record phase-to-phase input, output, bypass and battery voltages and currents, where possible

• Review alarm log/history for any irregular activity, where possible

• Verify remote status panel operation, as applicable

• Measure and record harmonic trap filter currents, where possible

• Review system performance with customer to address any questions and to schedule any repairs

• Implement manufacturer field change notices, as possible

• Perform functional system test upon customer approval

• Provide inspection report, with recommendations, to Customer within 7 to 10 business days

Annual Service – consists of all steps included with Semi-Annual Service, plus:

• Check the inverter and rectifier snubbers for discoloration or damaged wiring

• Check all contacts to ensure secure connections

• Verify all connections show no signs of discoloration

• Check fuses on the DC capacitor deck for continuity, as applicable

• Clean interior and exterior of unit

• With customer approval, perform operational test of the system including unit transfer and battery discharge

• Measure and calibrate, as necessary, where possible, all electronics to system specifications

• Measure and record all low-voltage power supply levels

S.4 VRLA (SEALED) BATTERY SERVICE

All tasks listed below performed in accordance with IEEE 1188 Standard (Valve

Regulated Lead Acid [VRLA] Batteries) and/or manufacturer’s specifications.

RFP for General Engineering Services Page S-3

Semi-Annual or Quarterly Service

• Measure and record each cell terminal voltage (DC and AC)

• Measure and record overall system DC voltage and current levels

• Measure and record ambient room temperature

• Measure and record temperature of all negative posts

• Measure and record AC ripple voltage and current

• Measure and record VDC & VAC of jar/cell (cell #1 + post to frame ground; frame ground to – post of last cell in string)

• Check jar and cover for signs of leakage

• Check for corrosion on terminal post and connector

• Check general appearance and cleanliness of battery room and batteries

• Review Customer battery maintenance logs and add maintenance entry

• Perform safety checks:

o Confirm proper warning/hazard labels o Confirm proper operational information, placards, and labeling o Check safety equipment and supplies for proper amount and location

• Provide inspection report with recommendations to Customer within 7 to 10 business days

Annual Service – consists of all steps included with Semi-Annual/Quarterly Service, plus:

• Torque battery to manufacturers specification (as needed if connection resistance measures greater than 20% of average)

• Clean and re-secure all battery terminals and jumper connections, as applicable (up to

20%)

• Clean and neutralize jar and rack/cabinet, as applicable

• Load test each jar or use equivalent device

S.5 MODULAR UPS & BATTERY SERVICE

Semi-Annual Service

• Check for proper clearance around the unit

• Perform temperature checks on all breakers, connections, and associated controls.

Report all high temperature areas

• Review alarm log/history for any irregular activity, where possible

• Obtain and record all system voltages, currents, kva, redundancy status from front panel display

• Verify remote status panel operation, as applicable

• Measure and record ambient room temperature

• Perform self-test, where applicable, of all modules

• Visually inspect UPS & Battery external connections

• Clean exterior of UPS & battery cabinet as needed

• Check general appearance and cleanliness of UPS and battery room

• Review Customer maintenance logs and add maintenance entry

• Perform safety checks:

RFP for General Engineering Services Page S-4 o Confirm proper warning/hazard labels o Confirm proper operational information, placards, and labeling o Check safety equipment and supplies for proper amount and location

• Review system performance with customer to address any questions and to schedule any repairs

• Implement manufacturer field change notices, as possible

• Perform functional system test upon customer approval

• Provide inspection report, with recommendations, to Customer within 7 to 10 business days

Annual Service – consists of all steps included with Semi-Annual Service, plus:

• If equipped, transfer system to internal bypass and confirm proper operation

• If equipped, transfer system to external maintenance bypass and confirm proper operation

• Open and inspect at least one battery module per string and confirm:

o Battery Make, Model, & Quantity o Date code o Terminal configuration

• Verify all connections show no signs of discoloration

• Return system to normal operation

S.6 EMERGENCY SERVICE COVERAGE – FULL SERVICE WITH A MAXIMUM

4-HR RESPONSE (UPS & BATTERIES)

A. Contractor shall provide emergency service coverage including full service with a maximum 4-hour response. Full service coverage includes unlimited 24/7 emergency service. Access to technical support for immediate troubleshooting. Phone calls to answered or a return call back within 30 minutes. Full service coverage should include 100% parts, labor, travel and on-site time for both remedial and emergency repairs, with the exception of battery and full string capacitor replacements.

*Note- Individual failed capacitors are covered under the terms of this agreement.

B. Labor and materials not provided under the full-service maintenance coverage shall be approved by a County representative prior to commencing any work and shall be invoiced to County at the per-hour labor rate and cost-plus-markup materials rate specified in the Fee Proposal (Attachment B).

S.7 REPORTING

Contractor to provide full electronic reporting for all preventative maintenance and emergency service visits within 7-10 days of service. The County will receive an electronic report detailing services performed and recommendations as well as periodic asset management reports which provide a summary of equipment under contract as well a detailed service history for all contracted equipment. Battery run time and load analysis will be included in the report upon request.

RFP for General Engineering Services Page S-5

S.8 SERVICE TECHNICIANS

Contractor is required to have factory level trained field engineers on all leading-brand equipment permanently stationed in the Wasatch Front area of Utah capable of responding to service calls within the time frames specified herein. Contractor must have access to an extensive inventory of factory-new parts and critical power equipment.

S.9 MISCELLANEOUS SERVICES

Contractor shall help with budgeting and planning for capacitors, fans, batteries, and UPS

System replacement at least 12 months in advance of replacement.

ATTACHMENT B

FEE PROPOSAL

This form, and all associated documentation required as part of this form, shall be included in the RFP submittal.

Company Name: _________________________________________________________

Address: _________________________________________________________

City, State, Zip: _________________________________________________________

Phone: _________________________________________________________

B.1 COMPLETE FEE SCHEDULE

Equipment Serial Number

PM

Interval Service Annual

Service Price

Jail Ind Liebert 12 0629302004BU6L4 6 months

Full Service

2 PM's/Yr

4 Hour

Response

Provo Admin Liebert NX 60 21012002662123030003 6 months $

Provo HJB Toshiba 17100204 6 months $

Provo P.Works Liebert 12 0504801003BU7L4 6 months $

Security Center Liebert 12 1110502001BU6L4 6 months $

Security Center Liebert 16 031050200BU6L4 6 months $

Security Center Toshiba 30 190502155 6 months $

Security Center Liebert 8 0807201008BU6L4 6 months $

TOTAL ANNUAL SERVICE AGREEMENT PRICE: $

For all labor and materials not covered above, the following rates shall be charged:

Hourly Labor Cost: $______________ per hour

After Hours Hourly Labor Cost: $______________ per hour

Materials Cost Markup Percentage __________%

**These additional rates are inclusive of all fees such as but not limited to a trip charge, transportation and mileage rates.

Fee Proposal (page 2)

B.2 CERTIFICATION

I hereby certify that I have read, understand, and agree to all sections, Exhibits, and Attachments of this Request for Maintenance of Uninterruptible Power Systems. I further certify that the information submitted by me/my firm in response to this RFP, including the pricing and other information, is true and accurate.

I understand that Utah County has the right to reject any or all proposals, to waive minor irregularities when to do so would be in the best interests of Utah County, and to negotiate a price for the proposed services as determined to be in the best interest of Utah County.

Signature Name (please print)

Title

Date

EXHIBIT A

PROPOSAL INFORMATION FORM

In order to receive consideration, submitted proposals must contain responses to all questions.

Failure to respond to all questions may result in disqualification of the proposal.

COMPANY NAME & ADDRESS: ________________________________________________

Is this an Office:_________, Home:__________, Shop:___________, Other:____________

Telephone Number: (____) _______________, Emergency Number: (____) ______________.

Answering Machine: (____) _______________, Fax Number: (____) __________________ .

COMPANY OWNER: ___________________________________________________________

COMPANY PRESIDENT: _______________________________________________________

CONTACT PERSON: ______________________________________ Phone:______________

EMAIL ADDRESS: ____________________________________________________________

Type of Company (Partnership, Corporation, Venture etc.): ____________________________

If a Corporation, in what State Incorporated: _________________________________________

Business License Number: _______________________________________________________

State of Utah Architect License Number: ___________________________________________

Federal Tax Identification Number: ________________________________________________

D&B D-U-N-S Number: _________________________________________________________

How long has this company been in business: _____________Years, and ___________ Months.

Officers authorized to execute contracts: _____________________________________________

What would happen to your company in the event of the owner’s absence or death?

Brief History of the Company: ____________________________________________________

Are there any judgments, suits or claims pending YES NO against your company? If Yes, attach a written explanation. □ □

Has your company operated under any other name (s)? YES NO

If Yes, attach a written explanation. □ □

PROPOSAL INFORMATION FORM Page 2

Has your firm failed to complete a contract within the last five years? YES NO

If "yes" attach explanation. □ □

Has your firm or any partner or officers ever been involved in any YES NO bankruptcy action? If "yes" attach explanation. □ □

Has your firm ever been listed on the Excluded Parties List System? YES NO

Are any of your firm's owners, officers, employees, or agents also YES NO employees of Utah County or related to any employees of Utah County □ □

If "yes" attach explanation.

FINANCIAL REFERENCES

1. Bank Name & Address ________________________________________________________

Manager ____________________________________________ Phone ____________________

2. Bank Name & Address ________________________________________________________

Manager ____________________________________________ Phone ____________________

CLIENT REFERENCES

1. Name: ___________________________, Contact: __________________________________

Address: ______________________________________________, Phone: _________________

2. Name: ___________________________, Contact: __________________________________

Address: ______________________________________________, Phone: _________________

3. Name: ___________________________, Contact: __________________________________

Address: ______________________________________________, Phone: _________________

4. Name: ___________________________, Contact: __________________________________

Address: ______________________________________________, Phone: _________________

EXHIBIT B

CERTIFICATE OF NON-COLLUSION

STATE OF UTAH ) Request for Proposals

)SS for

COUNTY OF UTAH ) Maintenance of Uninterruptible Power Systems

AFFIDAVIT

The undersigned of lawful age, being first duly sworn, disposes and says:

That as a condition precedent to the award of the Utah County project as above captioned, I___________________________________________________________________________

(owner, partner, officer or delegate) of__________________________________________________________________________do

(company) solemnly swear that neither I, nor to the best of my knowledge any member or members of my firm have either directly or indirectly restrained free and competitive bidding on this project by entering into any agreement, participating in any collusion, or otherwise taking any action unauthorized by Utah County, with regard to this bid or potential agreement resulting therefrom.

Signature

By: _____________________________________

Title: ___________________________________

Subscribed/sworn to before me this ____ day of __________ 2023 A.D.

My Commission Expires __________________________

Residing at _________________________________

_________________________________ Seal

By:__________________________________________

Notary Public

EXHIBIT C

SAMPLE AGREEMENT WITH STANDARD TERMS AND CONDITIONS

AGREEMENT No. 20___-_____

AGREEMENT

THIS AGREEMENT is made and entered into by and between Utah County, a political and corporate body of the State of Utah, located at 100 East Center Street, Provo, Utah 84606, and the following CONTRACTOR:

Name:

Contact Person:

Address: Phone #:

City: State: Zipcode: Email:

Legal Status of Contractor: Sole Proprietor Non-Profit Corporation

Partnership For-Profit Corporation

Government Department: __________________________

1. PURPOSE OF CONTRACT

This agreement is to obtain the following products, services, or products and services (be specific):

2. CONTRACT COSTS

Contractor will be:

paid a maximum of $_______________________ for costs authorized by this agreement;

compensated in accordance with ATTACHMENT B: CONTRACTOR’s Proposal.

3. CONTRACT PERIOD

The term of this agreement shall commence on: ________________, or the date of execution of this agreement.

This agreement shall terminate on _______________, or unless terminated earlier, or performance has been completed.

4. ATTACHMENTS

The following indicated attachments are fully incorporated into this agreement:

A: Utah County Standard Terms and Conditions B: CONTRACTOR’s Proposal C: Special Provisions D: Utah County Procurement Compliance E: General Liability and Workers Compensation Certificate

F: ______________________________________ G: ______________________________________ H: ______________________________________

Except as explicitly modified by ATTACHMENT C: Special Provisions, any ambiguities or conflicting terms will be resolved by granting deference to the terms of ATTACHMENT A: Utah County’s Standard Terms and Conditions.

IN WITNESS WHEREOF, the parties have executed this agreement on ______ of _____________ 20____.

BOARD OF COUNTY COMMISSIONERS,

UTAH COUNTY, UTAH

ATTEST:

AARON R. DAVIDSON

Utah County Clerk

By: _____________________________________ Deputy Clerk/Auditor

APPROVED AS TO FORM AND LEGALITY:

JEFFREY S. GRAY

Utah County Attorney

Deputy Utah County Attorney

AMELIA POWERS GARDNER, Chair

CONTRACTOR

Its: _____________________________________

Revised 1/2023

Limited Liability Company (LLC)

ATTACHMENT A:

UTAH COUNTY STANDARD TERMS AND CONDITIONS FOR PRODUCTS AND SERVICES

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

(A) The “Agreement” consists of the following documents:

(i) The Utah County Agreement cover page, which contains the signatures of Utah County and Contractor;

(ii) This Attachment A: Utah County Standard Terms and Conditions for Products and Services; and

(iii) Any other express written attachments that are incorporated by reference on the Utah County Agreement cover page.

(B) “Contractor” means the individual or entity delivering the Products and Services identified in the Agreement. The term “Contractor” shall include the individual’s or entities’ agents, officers, employees, and partners.

(C) The “County” means Utah County, a political subdivision of the State of Utah, as directed and managed by a majority vote of the Board of County Commissioners of Utah County.

(D) “Products” means any products to be delivered to the County by Contractor as described in the Utah

County Agreement cover page, including any products described in any attachments that are incorporated by reference on the Utah County Agreement cover page.

(E) “Services” means any services to be performed for the County by Contractor as described in the Utah

County Agreement cover page, including any services described in any attachments that are incorporated by reference on the Utah County Agreement cover page.

(F) “Subcontractors” mean subcontractors or subconsultants that are under the direct or indirect control or responsibility of Contractor, and includes all independent contractors, agents, employees, or authorized resellers.

2. EXTRA WORK.

(A) Extra work shall be undertaken only when previously authorized in writing by the County and is defined as additional work which is neither shown nor defined in the Agreement or the attached Contractor’s proposal (if any) but determined by the County to be necessary to the project. Extra work is also defined as that additional effort necessary by reason of changed conditions which are radical and unforeseeable.

(B) Miscellaneous items normally associated with the major work items included in the Agreement, but which may not be specifically identified, shall be furnished by Contractor as if they had been included in the Agreement, without additional cost to the County. After written prior authorization of the Board of County Commissioners of Utah County, payment for authorized extra work will be made in the previously authorized amount only.

3. PAYMENT. Payments from the County are normally made by the end of the month following the date an order is delivered, service is performed, or the date a correct invoice is received, whichever is later. All payments for the Agreement will be remitted electronically, by mail, or as otherwise determined by the County. Contractor shall accept payment by check or by Purchasing Card without any additional fees.

4. OWNERSHIP IN INTELLECTUAL PROPERTY. The County and Contractor each recognize 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. The County will have all rights, title, and ownership of all websites and social media accounts, including any passwords, usernames, or other pertinent login information or hosting credentials; advertising materials, including any content or work product; images; newsletters; and intellectual property, including derivative works, created, or arising out of the performance of the Agreement, unless otherwise indicated in the Agreement. Contractor will give the County a list of all current passwords, usernames, and any other relevant information or credentials necessary for access and control of any property under the Agreement upon completion of the Agreement or upon the County’s request.

5. INSURANCE.

(A) Contractor agrees to carry Commercial General Liability insurance coverage equal to or greater than three million dollars ($3,000,000) per occurrence, or in a lesser amount if explicitly authorized and identified on the Utah County Agreement cover page. This coverage shall provide liability insurance to cover the activities of Contractor and its subcontractors, all equipment and vehicles, public or private, used in the performance of the Agreement, and to add the County as an additional insured for any Services in the contract. Prior to commencement of work, Contractor shall furnish a Certificate of Insurance to the County evidencing that Contractor has this insurance in place and that the County is an additional insured. An umbrella policy may be used to supplement the Commercial General Liability insurance coverage if needed to reach the coverage requirement.

(B) Prior to commencement of Services, Contractor shall furnish a Certificate of Insurance to the County evidencing that Contractor has Workers Compensation Insurance for the Contractor and Subcontractors.

6. GOVERNING LAW AND VENUE. The Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Utah and Utah County. Any action or proceeding arising from the Agreement shall be brought in a court of competent jurisdiction in the State of Utah. Venue shall be in Provo, in the Fourth Judicial District Court for Utah County.

7. COMPLIANCE WITH LAWS AND REGULATIONS. At all times during the Agreement, Contractor and all Products and Services performed under the Agreement shall comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements. Any violation by Contractor of applicable law shall constitute an event of default under the Agreement and Contractor shall indemnify the County from and against any and all liability arising out of or connected with the violation, to include all attorney fees and costs incurred by the County as a result of the violation. Contractor is responsible, at its expense, to acquire, maintain, and renew all necessary permits and licenses required for its lawful performance of its duties and obligations under the Agreement during the term of the Agreement. To the extent that Contractor uses, stores, transfers, or manipulates any data in the performance of its obligations, Contractor will further comply with all applicable privacy and data laws and regulations, including but not limited to General Data Protection Regulation 2016/679 of the European Union (“GDPR”) and similar provisions from any jurisdiction in the United States and any locations where data is or may be stored.

8. EMPLOYMENT STATUS VERIFICATION. Contractor shall register and participate in the Status Verification System and comply with Utah Code section 63G-12-302 of the Identity Documents and Verification Act. Contractor shall require an affidavit verifying compliance with Utah Code section 63-G- 12-302 from each of its contractors and subcontractors.

9. INDEPENDENT CONTRACTOR. Contractor’s legal status is that of an independent contractor, and in no manner shall Contractor be deemed an employee or agent of the County, and therefore is not entitled to any of the benefits associated with such employment. As an independent contractor, Contractor shall have no express or implied authority to bind the County to any agreements, settlements, liabilities, or understandings whatsoever, and agrees not to perform any acts as an agent for the County. Contractor shall remain responsible for all applicable federal, state, and local taxes, and all FICA contributions.

10. INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless the County, its officers, employees, and agents, from and against any and all claims, demands, causes of action, orders, decrees, judgements, losses, risks of loss, damages, expenses, and liabilities arising out of or related to the Agreement. Contractor shall also pay any litigation expenses that the County incurs, including attorney’s fees, arising out of or related to the Agreement. Contractor shall assume sole liability for any injuries or damages caused to a third party as a result of fulfillment of the Agreement. The County reserves the right to conduct, control, and direct its own defense for any claims, demands, causes of action, orders, decrees, judgements, losses, damages, expenses, and liabilities arising out of or related to the Agreement.

11. INDEMNIFICATION RELATING TO INTELLECTUAL PROPERTY. Contractor shall indemnify and hold the County harmless from and against any and all damages, expenses (including reasonable attorney’s fees), claims, judgments, liabilities, and costs in any action or claim brought against the County for infringement of a third party’s copyright, trademark, trade secret, or other proprietary right.

12. GOVERNMENTAL IMMUNITY. The County is a corporate and political subdivision of the State of Utah, subject to the Governmental Immunity Act of Utah (the “Act”). The County does not waive any procedural or substantive defense or benefit provided or to be provided by the Act or any comparable legislative enactment. The parties agree that the County shall only be liable within the parameters of the Act. Nothing contained in the Agreement shall be construed in any way to modify the limits set forth in that Act or the basis for liability as established in the Act.

13. NON-FUNDING CLAUSE. The County intends to request the appropriation of funds to be paid for the services provided by Contractor under the Agreement. The Agreement shall create no obligation on the County as to succeeding annual budget cycles and if funds are not available beyond December 31 of any effective annual budget cycle of the Agreement, or if the budget is amended and such funds are no longer available, the County’s obligation for performance of the Agreement shall be null and void. This termination shall not be construed as a breach of the Agreement or any event of default under the Agreement and the termination shall be without penalty, and no right of action for damages or other relief shall accrue to the benefit of Contractor, its successors, or its assigns, as to the Agreement. If funds are not appropriated for a succeeding annual budget cycle to fund performance by the County under the Agreement, or if the budget is amended to make such funds no longer available, the County shall attempt to notify Contractor of non-funding and the termination of the Agreement.

14. SALES TAX EXEMPTION. The County’s sales and use tax exemption number is 11748944 002 STC.

The tangible personal property or services being purchased are to be paid from the County’s funds and used in the exercise of that entity’s essential functions. If the items being purchased are construction materials, they will be converted into real property by employees of this government entity, unless otherwise stated in the Agreement. As such, Contractor shall not charge the County any sales tax for the product(s) purchased under the Agreement.

15. CONFIDENTIALITY. Materials, information, data, reports, plans, analyses, budgets, and similar documentation provided to or prepared by Contractor in performance of the Agreement shall be owned by the County and shall be held confidential by Contractor. In addition, all information provided to Contractor by the County for the purposes of Contractor’s performance of the Products or Services, whether provided in writing or any other form, shall be held in confidence by Contractor and Contractor shall not release any of the information to any third party, any member of Contractor’s firm who is not involved in the performance of Products or Services, or to any representative of the news media without prior written consent of the County. The County shall have the sole obligation or privilege of releasing such information as required by law. Any employee or member of the Contractor’s firm, subcontractor, or agent with whom Contractor shares any information as described in this section will be under the same obligations of confidentiality, and Contractor is required to secure and provide to County written commitments to that effect from each such recipient of information.

16. TERMINATION. Unless otherwise stated in Attachment C: Special Provisions, the Agreement may be terminated with cause by either party, in advance of the specified termination date, upon written notice being given by the other party. If the violation is reasonably subject to cure, the party in violation will be given 10 working days after notification to correct and cease the violation, after which the Agreement may be terminated for cause. Time allowed for cure will not diminish or eliminate Contractor’s liability for damages. The Agreement may be terminated without cause, in advance of the specified expiration date, by the County upon 30 days prior written notice being given to Contractor. On termination of the Agreement, all accounts and payments will be processed according to the financial arrangements in the Agreement for approved services rendered prior to the date of termination, subject to any offsetting claims by the County.

17. FORCE MAJEURE. The County will not be held liable for delay or default caused by fire, riot, acts of God, State or Utah County declared state of emergency, or war. The County may terminate the Agreement after determining such delay or default will reasonably prevent successful performance of the Agreement.

18. SEVERABILITY OF AGREEMENT. The invalidity of any portion of the Agreement shall not prevent the remainder from being carried into effect.

19. LEGAL SUPPORT. Contractor shall be responsible to provide all legal support for the project including but not limited to the preparation of contracts with subcontractors.

20. NO PRESUMPTION. Should any provision of the Agreement require judicial interpretation, the Court interpreting or construing the same shall not apply a presumption that the terms in the Agreement shall be more strictly construed against the party, by reason of the rule of construction that a document is to be construed more strictly against the person who himself or through his agents prepared the same, it being acknowledged that all parties have participated in the preparation hereof.

21. WARRANTY. Contractor warrants to the County that all services and materials furnished under the Agreement will be of the highest quality, consistent with the degree of skill and care ordinarily exercised by similarly situated members of Contractor’s profession, and in conformance with the terms hereof.

Contractor warrants and assumes responsibility for all products (including hardware, firmware, and software products) that it licenses, contracts, or sells to the County under the Agreement for a period of one year, unless otherwise specified and mutually agreed upon elsewhere in the Agreement or Contractor’s proposal, attached hereto (if any). Contractor (seller) acknowledges that all warranties granted to the buyer by the Uniform Commercial Code of the State of Utah apply to the Agreement. Product liability disclaimers and warranty disclaimers from the seller are not applicable to the Agreement unless otherwise specified and mutually agreed upon elsewhere in the Agreement.