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SUMMIT COUNTY
REQUEST FOR PROPOSAL (RFP) NOTICE
Recreational Trail Planning and Services
Notice is hereby given that Summit County, a body corporate and politic of the State of Utah (the
“County”) requests qualifications for Recreational Trail Planning and Services until 5:00 PM MST
on September 18, 2025.
Proposals will be accepted only from firms or individuals that are free of all obligations and interests
that might conflict with the best interests of the County and have the capacity to provide services in a
timely manner. Respondents must address the needs and requirements stated in the Scope of Work and
Deliverables of this RFP and are advised to read this RFP in its entirety. Failure to read and/or
understand any portion of this RFP shall not be cause for waiver of any portion of the RFP or subsequent
agreement. The submitted qualifications and this RFP become a part of the subsequent agreement.
Qualifications will be evaluated and the successful Contractor (or more than one if the County chooses)
will be determined and approved by representatives from the Summit County Administration, Summit
County Lands and Natural Resources Department, and the County Manager. The County reserves the
right to reject any or all qualification proposals, and to select one or more Contractors and services that
best meet the needs of the County.
RFP Schedule: (Dates are estimated and subject to change)
RFP is posted September 2, 2025
Mandatory Site Visit* Ure Ranch – September 9 at 8:00 AM MST
910 Ranch – September 9 at 9:30 AM MST
RFP Proposals Due September 18, 2025, at 5:00 PM MST
Review and approval September 19, 2025
Award Notification September 19, 2025
Project Start Date Work must begin within ten (10) business days of the contract
award.
*Note: If contactor is unable to attend the mandatory site visit, arrangements may be made for an
alternative date upon County approval. Contact Project Manager prior to scheduled stie visit for this
approval.
Term of Engagement:
The County intends to contract for the services presented herein for a term not to exceed sixty (60)
months, based upon need. The County reserves the right to extend the term of the contract to complete
pending projects or to cancel the contract at any time with 30 days’ written notice. The estimated
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implementation timeline is subject to change. The County reserves the right to select one or more
Contractors from submitted qualification proposals alone.
Project Manager:
Jessica Kirby, GISP
Summit County Lands and Natural Resources Director
C: 435-602-0308
E:
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I. INTRODUCTION
The County is accepting proposals for Recreational Trail Planning and Services to assist the County in
the planning, design, implementation, build, and maintenance of trails on properties owned or managed
by the County (each a separately a “Property” or collectively “Properties”). The Properties are
classified by the County as “conservation lands”, each with their own governing restrictions that will
guide the allowed recreational use and implementation parameters. Each Property is unique and will
have a variety of recreational opportunities. The County will consider proposals from individuals and
organizations and from groups or coalitions of the same.
The County is interested in a Contractor which has expertise in (or access to such expertise) in order to
perform the following list of tasks related to planning, design, implementation, build, and maintenance of
trails (the “Tasks”).
I. PURPOSE
The purposes of this RFP is to obtain a qualified Contractor that will provide professional Recreational
Trails Planning and Services on Properties owned or managed by the County related to the project
tasks outlined below for the 910 Ranch, the Ure Ranch Recreation Area, Gustav A & Margaret G
Weller Park Preserve, Quarry Mountain Open Space, and other properties as assigned (the “County
Properties”).
II. PROJECT DESCRIPTION
Summit County is seeking a qualified Contractor with experience and expertise to work collaboratively
with County staff, local land trust organizations, the public, and other key stakeholders to implement
planning, design construction, and maintenance of the trails on County Properties. The selected
Contractor must possess a diverse skill set to successfully carry out a range of tasks (outlined below),
each tailored to the unique needs of individual County Properties. Specifically, the County requires a
Contractor capable of the following tasks: 1) recreational trail related land use planning, trail
implementation including design, layout, and construction, 2) annual maintenance of trails, including
winter grooming, and 3) on call trail related services. Please note: Contractor may submit a proposal
for all, or a selected few, of the tasks, but many not submit proposals for only a single specific County
Property. Any portion of the tasks may be subcontracted with the approval of the County.
III. SCOPE OF WORK
Contractors must remain mindful of the opportunity to apply a given task across multiple County
Properties throughout the duration of the contract. While each County Property will be unique—most
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encompassing several hundred acres—there is efficiencies and best practices that can be shared across
sites. For each task, the Contractor will be expected to demonstrate specific qualifications and tailor
their approach to meet the distinct needs and characteristics of each County Property.
Project Tasks: Below is a list of project tasks that may be assigned to each County Property.
and design, 2) implementation and construction, 3) ongoing annual maintenance, and 4) on-call as
needed services.
1. TRAIL PLANNING, DESIGN, LAYOUT, AND CONSTRUCTION
Working in close collaboration with County staff, the Contractor shall develop a comprehensive
trail plan (“the Plan”) for selected County properties. Each Plan must incorporate best practice
trail design principles and address the following key considerations:
1. Regional connectivity to adjacent trail networks
2. Avoidance of sensitive habitats and environmentally critical areas
3. Avoidance of known noxious weed populations
Trail design and construction must be guided by sustainable trail building principles and
informed by established resources, including:
? USDA Forest Service Standard Trail Plans and Specifications
? USDA Trail Construction and Maintenance Notebook
? Trail Solutions: IMBA’s Guide to Building Sweet Singletrack
? Provided contractor standard, upon approval from County
All designs must comply with applicable Federal, State, and County codes, with particular
attention to environmental protection and accessibility standards.
For each Plan, the Contractor shall provide:
? A detailed timeline for implementation
? A comprehensive cost proposal covering design, construction, and any associated
work
The following County properties shall be included in the site selection and trail planning phase
of the proposal:
910 Ranch: Located in the Snyderville Basin along N. East Canyon Creek Road
(40.778520, -111.595221), between Jeremy Ranch and East Canyon State Park, this
nearly 8,588-acre mountain ranch will be considered for a new public recreation trail
plan. The planning may include up to 65-miles (including new and/ or adoption of
existing dirt roads) of hiking/equestrian, multi-use, interpretive, hiking only, limited
mountain biking, and groomed winter Nordic trails. The plan should include
contemplation of 1) an interior hiking only trail system, 2) winter groomed trail
opportunities, 3) a multiuse connection/reroute of the Great Western (sheep trail), 4)
connections to neighboring trail networks and interior features such as picnic areas,
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yurts and points of interest, and 5) the possibility of a perimeter trail. Wildlife should
be strongly considered in the approach to any new trail or access point. Critical lands
will be avoided, and trails will be overall limited in nature. This is a mountainous, high
elevation and forested Property. This plan will be done in phases and will incorporate
public input. Of Note: Due to cost of implementation, trails will need to be presented in
phases. Thoughtful planning on how to implement phases will need to align with
reasonable budgeting expectations.
Ure Ranch Recreation Area: Located on the extreme western edge of the Kamas
Valley, between as Tuhaye and Kamas City, this nearly 450-acre area is slated to be the
first County recreation area in Eastern Summit County (40.628733, -111.327065). The
area must include a minimum of 15 miles of hiking/ equestrian, multi-use, interpreted
hiking only, and mountain biking trails. This is a rolling sage brush and meadow valley
bottom Property the boasts a rolling gully suitable for flow trails. Design should
consider the future use by the South Summit High School Mountain Bike Team, the
rural connection to equestrian with the opportunity to embrace the first of its a kind in
Summit County equestrian obstacle course (see example at Three Peaks Recreation
Area), and creating connections to future trail plans and existing neighboring trail
networks. Of Note: There are preliminary trail plans drawn for portions of this project.
Weller Park Reserve: Nestled in the grass hills just East of the town of Marian, is a
small undiscovered reserve known as Gustav A & Margaret G Weller Park Preserve
(40.6853622, -111.2585478). This 8.5-acre gem has stunning views, access to seasonal
water, and is a quiet respite far from the rustle of the surrounding growing town
centers. A design for a hiking only nature trail should be proposed to support future
interpretive signs.
2. IMPLEMENTATION AND CONSTRUCTION
The Contractor shall provide comprehensive oversight and direct implementation of all aspects
related to new trail construction and existing trail rehabilitation. All work must align with:
? Approved trail designs
? Sustainable construction and maintenance practices
? Project goals and timelines
? Applicable Federal, State, and County codes and regulations
The Contractor is required to have, or have access to, the qualified personnel, appropriate
equipment, and technical expertise necessary to support the full scope of trail construction,
rehabilitation, and ongoing maintenance.
Trail construction and rehabilitation efforts will be focused on the following locations:
? 910 Ranch
? Ure Ranch
? Weller Park Preserve
All work must be executed in accordance with industry’s best practices to ensure long-term
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durability, environmental stewardship, and user safety.
3. ONGOING ANNUAL MAINTENANCE
The Contractor shall conduct a comprehensive assessment of County trails—both newly
developed and existing—to identify and prioritize maintenance needs and associated costs.
This includes:
? Developing a prioritized list of maintenance tasks based on trail condition and usage.
? Creating a sustainable maintenance schedule that outlines:
o Routine summer and winter maintenance activities.
o Cost estimates for regular upkeep and larger capital projects or repairs.
For all assigned County trails, the Contractor will be responsible for performing:
? Routine maintenance and repairs, including:
o Trail tread restoration
o Reroutes and upgrades
o Selected winter grooming using appropriate equipment and techniques
? Seasonal and emergency tasks, such as:
o Tree removal
o Water bar cleanout
o Vegetation trimming (side-veg)
o Bridge inspection and upkeep
Examples of trails that may require maintenance include (but are not limited to):
? 910 Ranch
? Ure Ranch
? Weller Park
? Quarry Mountain
? Possible future project: Rail Trail (from Highway 248 to Coalville)
The Contractor must possess, or have access to, the qualified personnel, equipment, and
technical expertise necessary to support the maintenance of trails in accordance with industry
best practices and County standards.
4. ON-CALL AS NEEDED SERVICES
The Contractor shall provide on-call trail services to support the County in addressing urgent, seasonal,
or supplemental needs across the County’s trail system. Services may be requested on short notice and
must be performed in a timely and professional manner. On-call services may include, but are not
limited to:
Emergency Response and Safety Mitigation
? Removal of downed trees or debris obstructing trail access
? Repair of hazardous trail conditions (e.g., washouts, erosion, damaged bridges)
? Temporary rerouting of trails due to flooding, fire, or other natural events
? Installation of emergency signage or barriers
Seasonal and Weather-Related Services
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? Snow grooming and winter trail preparation
? Drainage clearing and culvert maintenance during spring runoff
? Ice mitigation and trail surface treatment
? Post-storm trail inspections and repairs
Supplemental Maintenance and Support
? Vegetation trimming and invasive species removal
? Trail tread restoration and surfacing
? Fence, gate, and trailhead infrastructure repairs
? Support for volunteer workdays or community trail events
Technical and Planning Support
? GPS mapping and trail condition documentation
? Coordination with County staff on trail closures or public notifications
? Assistance with trail signage installation or updates
? Input on trail design modifications or reroutes
? Additional trail planning for new properties
The Contractor must be available for dispatch within a mutually agreed-upon response window and
maintain access to the necessary equipment, personnel, and expertise to perform these services
efficiently and safely.
Project Team Coordination: The Contractor is responsible for scheduling and hosting coordination
meetings with County Staff to discuss each Task as assigned and shall provide minimum bi-weekly
updates to the Project Manager.
Mandatory Site Visits*:
All interested contractors are required to attend mandatory site visits for the following County
properties:
? Ure Ranch – Tuesday, September 9 at 8:00AM MST
Location: 661 S Lambert Ln, Kamas, UT 84036
? 910 Ranch – Thursday, September 9 at 9:30AM MST
Location: 10063 NE Canyon Road, Park City, UT 84098
Important Note: Although Google Maps may indicate that NE Canyon Road is closed, the
road is open and accessible. Contractors will access 910 Ranch via Jeremy Ranch.
Attendance at both site visits is mandatory to ensure a full understanding of site conditions, access
routes, and project requirements. *Note: If contactor is unable to attend the mandatory site visit,
arrangements may be made for an alternative date upon County approval. Contact Project Manager
prior to scheduled stie visit for this approval.
IV. DELIVERABLES
Deliver detailed plans, GIS data, and technical documentation, including final plans and maintenance
schedules. The Contractor shall submit all plans and materials in electronic form. Copies of all
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presentation materials including displays and digital presentations used by the Contractor at meetings
shall be provided to the County in reproducible form. Materials for presentations and public meetings
shall be presented for County review at least one week in advance of the meeting.
For final deliverables, the Contractor shall submit an electronic copy, in an editable format. All hard
copy materials shall be on 8 1/2” x 11” paper format, except for maps or similar exhibits. All digital map
files shall be compatible with the current version of ESRI ArcGIS software or, upon request, in
AutoCAD format.
V. MINIMUM QUALIFICATIONS
The contractor must have a minimum of ten (10) years, individually or collectively among staff, of
direct experience within the following disciplines.
? Landscape Architecture: Expertise in designing outdoor spaces, including trails, parks, and/or
natural areas.
? Civil Engineering: Knowledge of infrastructure planning, construction, and maintenance.
? Environmental Science: Understanding of ecosystems, wildlife habitats, and sustainable
practices. Ability to identify Utah native plants and distinguish from common noxious weeds
in the Summit County area.
? Project Management: Ability to oversee projects from conception to completion, ensuring
timelines and budgets are met.
? GIS and Mapping Skills: Proficiency in Geographic Information Systems (GIS) for planning
and mapping trail systems.
? Public Engagement: Experience in working with the community and stakeholders to gather
input and build support. Speaking to public while on site to educate about trail work and
stewardship
? Regulatory Knowledge: Familiarity with local, state, and federal regulations related to land
use and environmental protection.
? Construction Management: Skills in managing construction crews and ensuring quality
control during the building phase.
? Maintenance Planning: Ability to develop and implement maintenance plans to keep trails
safe and accessible.
? Grant Writing and Fundraising: Experience in securing funding through grants and other
sources to support trail projects.
VI. PROPOSAL CONTENT AND SUBMITTAL INSTRUCTIONS
To be considered for selection, submit the information below in a manner that is clearly labeled. The
Contractor should submit one (1) digital copy in PDF format.
All materials must be received no later than 5:00 PM MST on September 18, 2025, all responses to this
RFP must be submitted through the state procurement system Bonfire. Only bids received via Bonfire
will be considered.
https://vendor.bonfirehub.com/getStarted
.
All inquiries or questions relating to this RFP must be addressed to Clay Coleman, email
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, in the Summit County Procurement Office. All communications
regarding this RFP will be conducted through the query system in Bonfire. Phone calls or in person
visits are prohibited. Do not directly contact the County Department or other County officers or
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employees.
The County reserves the right to reject any or all submittals and to waive any irregularities of
information in the evaluation process. The final selection is the sole decision of the County and the
respondents to this request have no appeal rights or procedures guaranteed to them. All costs related to
the preparation of the proposals, and any related activities are the sole responsibility of the individual or
organization. The County assumes no liability for any costs incurred by offerors throughout the entire
selection process.
All proposals shall become the property of Summit County.
Information contained in the proposal must be clearly marked and delineated. The County may release
any information contained in the proposal that is not marked and delineated as proprietary 30 days
following the execution of a contract for services.
1. Cover Page
? List the individual or organization’s name(s), project name “Proposal for Recreational Trail
Planning and Services” and contact information. Additional information may include a
web address or social media links.
? State the name of the person authorized to represent the Contractor and sign any contract
that may result. Include this person’s email address, mailing address, phone number, and
title.
? Include an introduction to the proposal including a summary of the Contractor’s
understanding of the scope of the project and overall approach to delivering the desired
services.
2. Experience and Qualifications
? Provide an overview of the qualifications of the Contractor/consulting team including
how the qualifications relate to the Tasks and any relevant project experience.
? Highlight past performance, projects, and/or assignments in completing similar Tasks for
public agencies.
? Outline your experience in performing the Tasks, including experience with government
entities.
? Provide three (3) references from projects similar in scope.
3. Approach
? Describe in which Tasks the Contractor has expertise and include a detailed chart of staff
and other resources that may be enlisted to complete the scope of work for each Task.
4. Fee Proposal and Service Structure
? The Contractor shall provide a fee schedule, Exhibit A, on a time and materials basis,
which should include the titles, hourly rates, overhead factors, and any other relevant
details. The proposal should highlight key positions that would likely be involved with
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projects. Include any details you feel are necessary to explain your fee.
5. Contract, Terms and Conditions
? Please review Exhibit B, and submit any proposed changes to said Terms and Conditions.
? Summit County will require that the selected Contractor be willing to negotiate and to enter
into a written agreement with the County to provide all services required within the scope
of services as submitted by the Contractor in its proposal. The County Manager’s Office,
working with the selected Contractor, will negotiate the agreement. All provisions of the
agreement will be in compliance with State and Federal laws. Adequate and satisfactory
insurance is also required, including general liability, automobile, and workers’
compensation.
VII. SCHEDULE
? Start Date: Work must begin within ten (10) business days of the contract award.
? Completion: The Recreational Trail Assessment must be completed within 90 days
? of the contract award.
VIII. FINAL SUBMISSION
This is a multi-year contract with evolving final requirements. Portions of the funding provided
to the Contractor are tied to grant sources with varying deadlines, which necessitate strict
adherence to specific milestone dates. The following deliverables have non-negotiable
deadlines:
? 910 Ranch Phase One Trail Plan – Due by December 31, 2025
? Ure Ranch Trail Plan – Due by May 6, 2026
The remaining tasks under this RFP will be determined collaboratively with the Contractor as
project timelines are developed and specific deadlines are established.
IX. EVALUATION CRITERIA
This is not a bid process. Proposals submitted in response to this RFP will be reviewed and ranked by
a Selection Committee. Selection will be based on qualifications and experience and the selection
criteria as described below. The first Contractor of choice will be asked to complete negotiations on
their proposed fee. If no agreement can be reached, which is mutually accepted and agreed upon,
then County will meet with the second Contractor of choice and so on, until a final agreement has
been negotiated and executed. The Contractor will be selected on the basis of several factors,
including but not limited to experience with similar projects, staff, qualifications, project manager,
approach to the project, and references. Negotiations will be initiated with the highest-ranked
Contractor.
Each RFP will be ranked based on the following criteria and weighted percentages:
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CRITERIA DESCRIPTION WEIGHT
Qualifications and Past
record and experience Contractor’s qualifications and demonstrated experience 40%
Contractor Location In order to meet on-call services and maintenance
requirements, preference will be given to local contractors. 10%
Access to staff and other
subject matter experts
Ability to access the staff and resources necessary to
complete the assigned Tasks for each Property. 20%
Fee Schedule Fee Schedule and cost-effectiveness. Value of services
proposed. 30%
TOTAL 100%
X. GENERAL INFORMATION
Response to this Request for Proposal is at the proposer’s sole risk and expense. The County anticipates
selecting one of the responding proposers, but there is no guarantee that any responding proposer will be
selected. It is the County’s policy to encourage equal opportunity in its professional services and
contracts. The County endeavors to do business with proposers that share the County’s commitment to
equal opportunity and will not do business with any proposer that discriminates on the basis of race,
religion, color, ancestry, age, gender, sexual orientation, disability, medical condition, or place of birth.
Summit County appreciates in advance the efforts that proposers will make on behalf of this project and
looks forward to participating with proposers in the selection process.
All questions, comments, and requests for information regarding this RFP shall be directed to Bonfire
where the RFP has been posted. Any additional information or answers to questions will be posted to
everyone. No other members of the County’s Selection Committee, County Staff, or Elected Officials
may be contacted regarding this RFP.
EXHIBIT A
FEE SCHDULE
Time and Materials Fee Schedule
The following fee schedule outlines the hourly labor rates for services provided under this RFP. All rates
are to be considered fully burdened, including overhead and profit.
Add additional Labor Categories as needed.
Labor Rates
Category Hourly Rate Description
Planning and Management Trail design
On-Call Services On-call general maintenance services
Construction/ Maintenance Category $/Per Mile Description
Trail Construction Cost Average cost to construct one mile of trail
Annual Maintenance Annual maintenance price per mile for
general trail maintenance
Other Category Amount Description
EXHIBIT B
SUMMIT COUNTY TERMS AND CONDITIONS
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ATTACHMENT A
SUMMIT COUNTY 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 County
reserves the right to identify, during and after this Contract, additional reasonable types
of categories of information that must be kept confidential under county ordinances
and state and federal laws.
(b) “Contract” means the Contract Cover and 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 Cover and Signature Page(s)” means the Summit County cover page(s)
and signature page that Summit County 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 Summit County under this Contract.
(f) “Party or Parties” means Summit County and the Contractor.
(g) “Proposal” means Contractor’s response to Summit County’s Solicitation.
(h) “Records” means all books, records, documents, statements, reports, data,
information, and other material with respect to the matters covered, directly or
indirectly, by this Contract, including (but not limited to) that which is necessary to
sufficiently and properly reflect all direct and indirect costs related to the performance
of this Contract.
(i) “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 the Summit County Procurement Code.
(j) “Solicitation” means the documents used by Summit County to obtain
Contractor’s Proposal.
(k) “Summit County” means Summit County, Utah, a body corporate and politic of
the State of Utah.
(l) “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
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will be, providing or performing an essential aspect of this Contract, including
Contractor’s manufacturers, distributors, and suppliers.
(m) “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 Contract’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 Summit County. Notwithstanding anything in the immediately preceding sentence to
the contrary, Work Product does not include any Summit County, 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 has been and shall be construed as having
been made and delivered within the State of Utah, and it is agreed by each Party hereto that
this Contract shall be governed by the laws, rules, and regulations of Summit County and the
State of Utah, both as to interpretation and performance. Any action of law, suit in equity or
judicial proceeding arising from this Contract shall be brought in a court of competent
jurisdiction in the State of Utah. Venue shall be in Summit County, the Silver Summit District
Court, Third Judicial District.
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 Summit
County, state and federal constitutions, laws, rules, ordinances, 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 and shall maintain such accounting procedures and practices as may be necessary to
assure proper accounting of all funds paid pursuant to 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 shall, at such times
and in such form as the County may require, make available for examination by the County, its
authorized representatives, the State Auditor, Federal Auditors or other governmental officials
authorized by law to monitor this Contract, all such Records. The County may, at its discretion,
conduct an audit at its expense, using its own or outside auditors, of the Contractor’s activities,
which relate directly or indirectly to this Contract.
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5. CERTIFY REGISTRATION AND USE OF EMPLOYMENT “STATUS VERIFICATION SYSTEM”: The
Status Verification System, also referred to as “E-verify,” applies to contracts issued through a
request for proposal process and to sole source contracts.
(a) 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 Summit County in
accordance with applicable immigration laws.
(b) 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 Summit County in accordance
with applicable immigration laws.
(c) 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 Summit County, unless disclosure has been made to Summit County.
7. INDEPENDENT CONTRACTOR:
(a) Contractor and Subcontractor(s), in the performance of this Contract, shall act in
an independent capacity and not as officers or employees or agents of Summit County.
(b) No agent, employee, or representative of Contractor or Subcontractor(s) shall be
deemed to be an employee, agent, or representative of the County for any purpose, and
the employees of the Contractor and Subcontractor(s) are not entitled to any of the
benefits the County provides for its employees. The Contractor or Subcontractor(s) will
be solely and entirely responsible for their acts and for the acts of their agents,
employees, representatives during the performance of this Contract.
(c) In the performance of the services herein contemplated Contractor and
Subcontractor(s) are independent contractors with the authority to control and direct the
performance of the details of the work, however, the results of the work contemplated
herein must meet the approval of the County and shall be subject to the County’s general
rights of inspection and review to secure the satisfactory completion thereof.
8. INDEMNITY:
(a) Contractor shall be fully liable for the actions of its agents, employees, officers,
partners, and Subcontractors, and shall fully indemnify, defend, and save harmless
Summit County from all claims, losses, suits, actions, damages, and costs of every name
and description arising out of Contractor’s performance or failure to perform any aspect
of this Contract to the extent caused by any intentional wrongful act or omission, 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 intentional
wrongful act or omission, or negligence of Summit County. The Parties agree that if
there are any limitations of the Contractor’s liability, including a limitation of liability
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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 arising
out of this Contract.
(b) The Contractor and Subcontractor(s) expressly agree that the indemnification
provided herein constitutes the Contractor and Subcontractor(s) limited waiver of
immunity as an employer under Utah Code §34A-2-105, as amended; provided,
however, this waiver shall apply only to the extent an employee of the Contractor or
Subcontractor claims or recovers compensation from the County for a loss or injury that
Contractor or Subcontractor would be obligated to indemnify the County for under this
Contract. This limited waiver has been mutually negotiated by the Parties, and is
expressly made effective only for the purposes of this Contract. The provisions of this
section shall survive the expiration or termination of this Contract.
9. EMPLOYMENT PRACTICES: Contractor agrees to abide by the Summit County Code, Title 1,
Chapter 15B and federal and state employment laws, including: (a) 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; (b) Executive Order No. 11246, as amended, which prohibits
discrimination on the basis of sex; (c) 45 CFR 90, which prohibits discrimination on the basis of
age; and (d) Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act
of 1990, which prohibits discrimination on the basis of disabilities. Contractor further agrees to
abide by any other laws, regulations, or orders that prohibit the discrimination of any kind by
any of Contractor’s employees. If any assignment or subcontracting has been authorized by the
County, said assignment or subcontract shall include appropriate safeguards against
discrimination. Contractor shall take such action as may be required to ensure full compliance
with the provisions of this section.
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 Summit County 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:
(a) This Contract may be terminated, with cause by either Party, in advance of the
specified termination date, upon written notice given by the non-defaulting Party to the
Party in violation (the “Default Notice”). The Party in violation will be given ten (10) days
after receipt of the Default Notice to cure the violation. In the event the Party in
violation fails to cure, the non-defaulting Party may terminate the Contract for cause by
sending the Party in violation a termination notice (the “Termination Notice”).
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(b) This Contract may also be terminated without cause (for convenience), in
advance of the specified termination date, by Summit County, upon thirty (30) days
written termination notice being given to the Contractor (the “Termination for
Convenience Notice”).
(c) Summit County and the Contractor may terminate this Contract, in whole or in
part, at any time, by mutual agreement in writing.
(d) 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.
(e) Contractor shall be compensated for the Services properly performed under this
Contract up to the effective date of the Termination Notice or Termination for
Convenience Notice. Contractor agrees that in the event of a termination, the remedy
and monetary recovery from Summit County 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 Summit County be liable to the Contractor for compensation
for any services neither requested by Summit County nor satisfactorily performed by the
Contractor. In no event shall Summit County’s exercise of its right to terminate this
Contract for convenience relieve the Contractor of any liability to Summit County for
any damages or claims arising under this Contract.
(f) If the Contractor or any of its Subcontractor(s) have any property in their
possession belonging to Summit County, the Contractor will account for the same, and
dispose of it in a manner directed by Summit County.
13. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW:
(a) Summit County intends to request the appropriation of funds to be paid for the
services provided by Contractor under this Contract. If funds are not available beyond
December 31 of any effective fiscal year of this Contract, Summit County’s obligation for
performance of this Contract beyond that date shall be null and void. This Contract shall
create no obligation on Summit County as to succeeding fiscal years and shall terminate
and become null and void on the last day of the fiscal year for which funds were budgeted
and appropriated, except as to those portions of payments agreed upon for which funds
were appropriated and budgeted. Said termination shall not be construed as a breach of
this Contract or any event of default under this Contract and said termination shall be
without penalty, whatsoever, and no right of action for damages or other relief shall
accrue to the benefit of Contractor, its successors, or its assigns, as to this Contract, or
any portion thereof, which may terminate and become null and void.
(b) If funds are not appropriated for a succeeding fiscal year to fund performance by
Contractor under this Contract, Summit County shall promptly notify Contractor of said
non-funding and the termination of this Contract, and in no event, later than 30 (thirty)
days prior to the expiration of the fiscal year for which funds were appropriated.
(c) 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 Summit County, if
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Summit County reasonably determines that a change in the Summit County Code,
Federal or State legislation or applicable laws materially affects the ability of either Party
to perform under the terms of this Contract.
(d) If a written notice is delivered under this section, Summit County will reimburse
Contractor for the Services properly ordered until the effective date of said notice.
Summit County will not be liable for any performance, commitments, penalties, or
liquidated damages that accrue after the effective date of said written notice.
14. MODIFICATIONS TO TASKS: All work proposed by Contractor is based on current
government ordinances and fees in effect as of the date of this Contract. Any changes to
current government ordinances and fees which affect the scope or cost of the services
proposed may be billed as an “extra costs” or deleted from the scope, at the option of Summit
County.
15. SUSPENSION OF WORK: Should circumstances arise which would cause Summit County 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 Summit County.
16. SALES TAX EXEMPTION: The Services under this Contract will be paid for from Summit
County’s funds and used in the exercise of Summit County’s essential functions as a political
subdivision of the State of Utah. Upon request, Summit County will provide Contractor with its
sales tax exemption number. It is Contractor’s responsibility to request Summit County’s sales
tax exemption number. It is also Contractor’s responsibility to ascertain whether any tax
deduction or benefits apply to any aspect of this Contract.
17. 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, at the following
minimum: Bodily Injury by Accident Five Hundred Thousand Dollars ($500,000.00) each
accident; Bodily Injury by Disease Five Hundred Thousand Dollars ($500,000.00) each
employee, Five Hundred Thousand Dollar ($500,000.00) policy limit.
(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. Contractor agrees to increase the
limits of such insurance to at least the amount of the Limitation of Judgments described
in Utah Code §63G-7-604, as amended and as calculated by the state risk manager every
two years and stated in Utah Admin. Code R37-4-3.
(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 Contract, whether owned, non-owned, leased, or
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hired. The minimum liability limit must be Two Million Dollars ($2,000,000.00) per
occurrence, combined single limit. The CAL insurance policy is required if Contractor will
use a vehicle in the performance of this Contract.
(d) Professional liability (Errors and Omissions) insurance with annual limits no less
than One Million Dollars ($1,000,000.00) per occurrence. If written on a claims-made
basis, the Contractor warrants that the retroactive date applicable to coverage precedes
the effective date of this Contract; and that continuous coverage will be maintained for
an extended reporting period and tail coverage will be purchased for a period of at least
three (3) years beginning from the time that work under this Contract is complete.
(e) Technology Errors and Omissions Insurance with a limit of not less than Five
Million Dollars ($5,000,000.00) for damages arising from computer related services
including but not limited to the following:
• Consulting;
• Data Processing;
• Programming;
• System Integration;
• Hardware or Software Development;
• Installation;
• Distribution or Maintenance;
• Systems Analysis or Design;
• Training; and
• Staffing or Other Support Services.
This policy shall include coverage for third Party fidelity, including cyber theft.
(f) Summit County shall be named as an additional insured on all insurance policies
set forth in this section, with respect to work performed by or on behalf of Contractor
and a copy of the endorsement naming Summit County as an additional insured shall be
attached to the Certificate of Insurance. Should any of the above-described policies be
cancelled before the expiration date thereof, Contractor shall deliver notice to Summit
County within thirty (30) days of cancellation. Summit County reserves the right to
request certified copies of any required policies. The additional insured protection
afforded Summit County must be on a primary and non-contributory basis. All policies
must include a waiver of subrogation in favor of Summit County.
(g) Contractor’s insurance policies set forth herein shall contain a clause stating that
coverage shall apply separately to each insured against whom claim is made or suit is
brought, except with respect to the limits of the insurer’s liability.
(h) Certificates of Insurance, showing up-to-date coverage, shall be on file with
Summit County before the Contract may commence.
(i) Summit County 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.
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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 Government Records
Access and Management Act (GRAMA), Utah Code Title 63G, Chapter 2, as amended.
Contractor gives Summit County 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 Summit County,
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. Summit County
is 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
Summit County, 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:
(a) Summit County 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 Summit County.
(b) If Contractor delivers nonconforming Services, Summit County may, at its option
and at Contactor’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 Summit County. The Contract number shall be listed on all
invoices, freight tickets, and correspondence relating to this Contract. The prices paid by
Summit County will be those prices listed in this Contract, unless Contractor offers a prompt
payment discount within its Proposal or on its invoice. Summit County 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
Summit County Purchasing Card (major credit card). If payment has not been made after sixty
(60) days from the date a correct invoice is received by Summit County, 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 Summit County within ten (10)
business days of receipt of final payment, shall release Summit County from all claims and
liability to the Contractor. Summit County’s payment for the Services shall not be deemed an
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acceptance of the Services and is without prejudice to any and all claims that Summit County
may have against Contractor. Summit County 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 Summit County, and anyone for whom Summit County 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: Summit County 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 AND WARRANTIES: 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 Summit County for claims, liabilities, additional
burdens, penalties, damages, or third-party claims (e.g., another Contractor’s claim against
Summit County) by wrongful acts, errors, or omissions that do not meet this standard of care.
27. REVIEWS: Summit County 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 Summit County. It is further agreed that said approval must be sought in
writing by the Contractor not less than thirty (30) days prior to the date of any proposed
assignment or subcontract. Any assignment or subcontract made without the prior express
written approval of Summit County shall be deemed null and void.
29. REMEDIES: Any of the following events will constitute cause for Summit County to declare
Contractor in default of this Contract: (a) Contractor’s non-performance of its contractual
requirements and obligations under this Contract; or (b) Contractor’s material breach of any
term or condition of this Contract. Summit County may issue a Default Notice 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, Summit County may do one or more of
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the following: (i) exercise any remedy provided by law or equity; (ii) terminate this Contract by
giving a Termination Notice; (iii) impose liquidated damages, if liquidated damages are listed in
this Contract; (iv) debar/suspend Contractor from receiving future contracts from Summit
County; or (v) demand a full refund of any payment that Summit County 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.
Summit County may terminate this Contract after determining such delay will prevent
successful performance of this Contract.
31. CONFIDENTIALITY:
(a) 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 Summit County of any potential or actual misuse or misappropriation of
Confidential Information.
(b) 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 Summit County, including anyone for whom
Summit County 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.
(c) Upon termination or expiration of this Contract, Contractor will return all copies
of Confidential Information to Summit County 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 Summit County for written approval all advertising
and publicity matters relating to this Contract. It is within Summit County’s sole discretion
whether to provide approval, which must be done in writing.
33. INDEMNIFICATION RELATING TO INTELLECTUAL PROPERTY: Contractor will indemnify and
hold Summit County 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 Summit County 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.
34. OWNERSHIP IN CUSTOM DELIVERABLES: In the event that Contractor provides Custom
Deliverables to Summit County, pursuant to this Contract, Contractor grants the ownership in
Custom Deliverables, which have been developed and delivered by Contractor exclusively for
Summit County and are specifically within the framework of fulfilling Contractor’s contractual
1 1 Revised 3/28/2023
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
Summit County, to the extent that the Custom Deliverables are not recognized as work made
for hire, Contractor hereby assigns to Summit County any and all copyrights in and to the
Custom Deliverables, subject to the following:
(a) Contractor has received payment for the Custom Deliverables;
(b) Each Party will retain all rights to patents, utility models, mask works, copyrights,
trademarks, trade secrets, and any other form of protection afforded by laws to
inventions models, designs and 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
(c) 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 (i) all know-how, intellectual property, methodologies, processes,
technologies, algorithms, software, or development tools used in performing the
Services (collectively, the “Utilities”), and (ii) 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 Summit County (collectively, the “Residual IP”).
Custom Deliverables, not including Contractor’s Intellectual Property Rights, Background IP, and
Residual IP, may not be marketed or distributed without written approval by Summit County.
Contractor agrees to grant to Summit County a perpetual, irrevocable, royalty-free license to
use Contractor’s Background IP, Utilities, and Residual IP, as defined above, solely for Summit
County to use the Custom Deliverables. Summit County reserves a royalty-free, nonexclusive,
and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use,
for Summit County’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 Summit County a non-exclusive, nontransferable,
irrevocable, perpetual right to use, copy, and create derivative works from such,
without the right to sublicense, for Summit County’s internal business operation under this
Contract. Summit County 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.
35. OWNERSHIP IN INTELLECTUAL PROPERTY: Summit County 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 Summit County.
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36. WAIVER: No failure of the Parties to exercise any power given to it under this Contract, or
to insist upon strict compliance by the other Party with any obligation, responsibility, or
condition under it, and no custom or practice of the Parties at variance with its terms shall
constitute a waiver of that Party's right to demand exact compliance with those terms upon any
subsequent default. No waiver shall be effective unless it is in writing and signed by an
authorized representative of the waiving Party.
37. PROCUREMENT ETHICS:
(a) Contractor understands that a person who is interested in any way in the sale of
any supplies, services, construction, or insurance to Summit County 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 Summit County, or to any person in any official capacity who participates in the
procurement of such supplies, services, construction, or insurance, whether it is given
for their own use or for the use or benefit of any other person or organization.
(b) Contractor represents that it has not: (i) provided an illegal gift to any Summit
County officer or employee, or former Summit County officer or employee, or to any
relative or business entity of a Summit County officer or employee, or relative or
business entity of a former Summit County officer or employee; (ii) retained any person
to solicit or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage or contingent fee, other than bona fide employees of bona fide
commercial agencies established for the purpose of securing business; (iii) breached any
of the ethical standards set forth in State statute; or (iv) knowingly influenced, and
hereby promises that it will not knowingly influence, any County officer or employee or
former Summit County officer or employee to breach any of the ethical standards set
forth in State statute or Summit County ordinances.
(c) None of the funds, materials, property or services provided directly or indirectly
under the Contract shall be used for any partisan political activity, or to further the
election or defeat of any candidate for public office.
38. MISCELLANEOUS PROVISIONS: Summit County shall make provision for access to the
property and/or project and adjacent properties, if necessary for performing the agreed upon
services.
39. DISPUTE RESOLUTION: Prior to either Party filing a judicial proceeding, the Parties agree to
participate in the mediation of any dispute. Summit County, after consultation with the
Contractor, may appoint an expert or panel of experts to assist in the resolution of a dispute. If
Summit County appoints such an expert or panel, Summit County and Contractor agree to
cooperate in good faith in providing information and documents to the expert or panel in an
effort to resolve the dispute.
40. GOVERNMENTAL IMMUNITY: Summit County is a body corporate and politic of the State
of Utah, subject to the Governmental Immunity Act of Utah (the “Act”), Utah Code §§ 63G-7-
101, et. seq., as amended. The Parties agree that Summit County shall only be liable within the
1 3 Revised 3/28/2023
parameters of the Governmental Immunity Act. Nothing contained in this Contract shall be
construed in any way, to modify the limits of liability set forth in that Act or the basis for liability
as established in the Act.
41. NOTICE TO RETIREES OF UTAH RETIREMENT SYSTEMS (URS): Summit County is a URS
“participating employer.” Entering into this Contract with Summit County may affect a URS
retiree’s retirement benefits including, but not limited to, cancellation of the retiree’s
“retirement allowance” due to “reemployment” with a “participating employer” pursuant to
Utah Code § 49-11-504-505, as amended. In addition, Contractor is required to immediately
notify Summit County if a retiree of URS is the Contractor; or an owner, operator, or principal of
the Contractor.
42. INTERPRETATION; NOTICES:
(a) The terms of this Contract constitute the written expression of the mutual
agreement of the Parties and shall be construed neutrally and not for or against either
Party.
(b) Notice provided for in this Contract shall be sent by certified mail return receipt
requested to the addresses designated for the Parties on the Contract Cover and
Signature page(s). Notice is effective upon the date it was sent, except that a Termination
Notice is effective upon receipt.
(c) All reference to “days” in this Contract shall mean calendar days.
43. CONTRACTOR EMPLOYEES: Summit County may, at its sole discretion, require the
Contractor to remove an employee(s), agent(s), or representative(s) from employment on the
Work Product. The Contractor may, however, employ that (those) individual(s) on other non-
County related projects.
44. NO THIRD-PARTY BENEFICIARIES: No term or provision of this Contract or the attachments
hereto is intended to be, nor shall any such term or provision be construed to be, for the benefit
of any person, firm, corporation, or other entity not a party hereto, and no such other person,
firm, corporation, or entity shall have any right or cause of action hereunder.
45. SUCCESSORS AND ASSIGNS: This Contract shall inure to the benefit of, and will be binding
upon, the Parties hereto and their respective successors and assigns.
46. ORDER OF PRECEDENCE: In the event of any conflict in the terms and conditions in this
Contract, the order of precedence shall be: (a) this Attachment A; (b) Contract Cover and
Signature page(s); (c) Summit County’s additional terms and conditions, if any; (d) any other
attachments listed on the Contract Cover and Signature Page(s); and (e) Contractor’s terms and
conditions that are attached to this Contract, if any. Any provision attempting to limit the
liability of Contractor or limit the rights of Summit County must be in writing and attached to
this Contract or it is rendered null and void.
1 4 Revised 3/28/2023
47. SURVIVAL OF TERMS: Termination or expiration of this Contract shall not extinguish or
prejudice Summit County’s right to enforce this Contract with respect to any default or defect
in the Services that has not been cured.
48. SEVERABILITY:
(a) If, for any reason, any part, term, or provision of this Contract is held by a court
of the United States to be illegal, void or unenforceable, the validity of the remaining
provisions shall not be affected, and the rights and obligations of the Parties shall be
construed and enforced as if this Contract did not contain the particular provision held
to be invalid.
(b) If it should appear that any provision hereof is in conflict with any statutory
provision of the State of Utah, said provision which may conflict therewith shall be
deemed inoperative and null and void insofar as it may be in conflict therewith, and shall
be deemed modified to conform in such statutory provisions.
49. ENTIRE AGREEMENT: This Contract constitutes the entire agreement between the Parties
and supersedes any and all other prior and contemporaneous agreements and understandings
between the Parties, whether oral or written.
50. ECONOMIC BOYCOTT: Contractor shall not engage in economic boycott activities for
purposes that are solely related to furthering social, political or ideological interests as set forth
in Utah Code §63G-27-201, or successor law (“Economic Boycott”). Further, if after entering
into a Contract with the County, Contractor engages in an Economic Boycott, Contractor shall
immediately notify the County in writing of such. The Contractor’s notice may be grounds for
termination of this Contract as the sole discretion of the County.
