AV Tech for City Hall and Justice Court, Security Systems for City Hall and Justice Court

1. Introduction
The City of Holladay ("City") is seeking qualified firms or teams ("Proposer") to provide the design,
procurement, installation, configuration, testing, training, and support services necessary to upgrade
and modernize audio/visual systems within Holladay City Hall and the Holladay Justice Court (the
"Project") located at 4580 South 2300 East, Holladay, UT 84117. The building is currently undergoing a
seismic retrofit and renovation, providing an opportunity to address these systems holistically and
strategically.
2. Deadline for Proposal Submission
Proposers must digitally submit their proposal by Monday, November 2, 2026 at 5:00 PM MST. Only
submissions by email will be accepted. Send proposals in PDF format to the City's designated RFP
contact with the subject line: "Audio/Visual Systems Upgrades for City Hall and Justice Court." No
proposal will be accepted after the deadline.
3. Anticipated Schedule for the RFP Process (subject to change)
Activity Date
Final Day to Submit Questions October 28, 2026
Proposal Deadline November 2, 2026 - 5:00 PM MST
Committee Review November 3-6, 2026
Interviews (if needed) November 12-13, 2026
Contract Negotiations November 2026
Notice to Proceed November 2026
Final Project Completion To be negotiated
4. RFP Contact
Interested parties should only coordinate with the named RFP contact and refrain from communicating
with other City staff or officials regarding this Project. The RFP contact is:
Stephanie Carlson
City of Holladay
4580 South 2300 East
Holladay, UT 84117
Telephone: 801-272-9450
Email: scarlson@holladayut.gov
5. Pre-Proposal Meeting (optional)
Interested Proposers are invited to attend an in-person pre-proposal meeting on Monday, October 26 at 2:00 p.m.
MST at 4580 S 2300 E, Holladay U. The pre-proposal meeting is optional.
6. Instructions for Question Submission
All questions must be submitted no later than Wednesday, October 28, 2026 in writing via email to
scarlson@holladayut.gov. The question period will open concurrently with the release of the RFP.
Answers to all questions received will be posted on Utah's Public Procurement Place website
(U3P/bonfire), https://utah.bonfirehub.com/portal/?tab=openOpportunities and the City's website,
https://holladayut.gov/bid_opportunities/index.phphttp://cityofholladay.com/government/rfps /.
7. Modifications and Addenda
Any addendums to the RFP will be made on Utah's Public Procurement Place website (U3P/ bonfire),
https://utah.bonfirehub.com/portal/?tab=openOpportunities and the City's website,
holladayut.gov/bid_opportunities.
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8. Project Background
Holladay City Hall is home to critical city services, like the justice court, community and economic
development department, administrative services, and public meetings of the City Council and Planning
Commission. The north end of the building houses the Unified Police Department's Holladay Precinct. It
is also a much-loved community center, hosting a variety of civic, arts, and cultural events.
Originally constructed in 1928, Holladay City Hall was a public elementary school that served the
community for over seven decades. In the early 2000's, the City purchased the property from Granite
School District and repurposed it as City Hall. The building was constructed of unreinforced masonry and
had other structural issues that pose a life safety risk during earthquakes. Holladay is currently
seismically retrofitting the building to address these issues. These upgrades provide an opportunity to
enhance the audio/visual and security systems of the building.
The selected Proposer shall provide recommendations and implementation services that support the
City's goals of maintaining secure public facilities while enhancing operational effectiveness through
integrated technology solutions. The City seeks a turnkey technology modernization solution that
improves:
* Public meeting capabilities
* Courtroom operations
* Accessibility and ADA compliance
* Audio and video quality
* System reliability
* Operational efficiency
* Physical security
* Facility access control
* Video surveillance
* Public and employee safety
* Future scalability and technology lifecycle management
9. Funding and Payment
The negotiated contract will detail the schedule and amount of payment based on the Proposer's
estimate for the scope of work and project timeline. Payments to the Proposer will be made as work
milestones/deliverables are accepted by the City's Project Manager in writing.
10. Scope of Work
The selected Proposer shall evaluate existing infrastructure and provide recommendations for
modernization of audio/visual and physical security systems throughout City Hall and the Justice Court.
Services may include design, procurement, installation, programming, integration, testing,
commissioning, training, and documentation of selected technologies. The City seeks a unified platform
that is practical and cost-effective.
Audio/Visual System
The proposed system shall include:
* New wired and wireless microphone systems.
* Voice amplification throughout meeting spaces.
* Large-format displays with current HDMI connectivity standards.
* Replacement of obsolete display and presentation technologies.
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* Integrated presentation system supporting laptops and mobile devices.
* Centralized control system for room operation.
* Ability to route and manage audio and video sources throughout meeting areas.
* Video conferencing integration.
* Meeting recording and live-streaming capabilities.
* Enhanced speaker systems to improve intelligibility.
* Assisted listening accommodations.
* Equipment rack organization and centralized equipment management.
* Expansion capacity to support future technologies.
* Staff training and operational documentation.
* Warranty and post-installation support services.
The solution should improve:
* Audio quality
* Accessibility
* Technology reliability
* Public participation
* Staff usability
* Meeting recording and archiving
* Video presentation quality
* Operational efficiency
Justice Court
The Justice Court is a department of the City of Holladay. This portion of the Project should include
specialized audio/visual and security considerations appropriate for judicial facilities.
Audio/Visual System Requirements
* Gooseneck microphones for judicial bench and staff locations.
* Boundary microphones for courtroom participants.
* Wireless handheld microphones.
* Wireless lavalier microphones.
* Digital signal processing (DSP).
* Audio routing and control systems.
* Amplification systems.
* Power conditioning equipment.
* Desk and distributed loudspeaker systems.
* Ceiling speaker coverage for public areas.
* Touchscreen control interfaces.
* Central equipment rack installation and cable management.
* Courtroom Video System Requirements
The courtroom audio/video solution shall include:
* Evidence presentation capability.
* Multiple courtroom displays and monitors.
* Touchscreen monitors where appropriate.
* PTZ courtroom cameras.
* Video distribution and switching systems.
* HDMI transport and extension systems.
* Video recording and streaming capability.
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* Video conferencing support.
* Integration with courtroom presentation systems.
* Network-based video transport where applicable.
* Accessibility Requirements
The system shall include:
* Assisted listening systems.
* Hearing assistance receivers.
* Charging stations and support accessories.
* Accessibility accommodations meeting applicable ADA requirements.
* Network and Control Requirements
11. Submission Requirements
Proposals are due by November 2, 2026 - 5:00 PM MST. The Proposer must submit a digital proposal in
PDF format, including all required information and supplementary materials, which should not exceed
10 pages, 8.5"x11", single-sided pages. The cover page, table of contents, tab sheets, and appendix are
included in the page count. Please number the proposal's pages and include a table of contents. The
Proposer must address and clearly label all items indicated in this section within their proposal in the
order as outlined below. Following these instructions will assist the Selection Committee in evaluating
the proposal.
It is the Proposer's sole responsibility to read and interpret this RFP and the written instructions
contained herein. Responses to the RFP that are not received prior to the time and date specified will be
considered late. The City reserves the right to reject any late, incomplete, or irregular response and
reserves the right to waive any non-material irregularity in responses.
11.1 Letter of Interest/Executive Summary. Provide an overview of how your firm will approach
the Project. Include a statement that the Proposer has read and understands this RFP and
accepts the written instructions. Identify the Proposer's primary point of contact for the
RFP that is responsible for disseminating information to the Proposer team; include the
person's name, direct phone number, email address, and mailing address. Provide a list of
any current lawsuits, liens, and outstanding financial liabilities for your firm or a statement
that none exists. Include a statement of acknowledgment of addendums to the RFP, if
applicable, and a signature of an officer authorized to bind the Proposer's firm
contractually.
11.2 Relevant Experience and References. Provide detailed relevant experience for at least
three (3) projects of similar scope with comparable size and complexity. For each example,
share a brief description of the project, the total budget (including all elements), the date
the project was completed, whether the project came in on time and on budget, and any
other pertinent information. Include three references with the name of the client, the
contact person, current phone number and email address.
11.3 Qualifications and Project Team. Provide a brief summary of your firm, the scope, and the
nature of services routinely provided by your firm. Identify the type of business
(corporation, partnership, sole proprietor, etc.) under which your firm operates, the date
the business started, and the license number to do business in the State you are located.
Explain your firm's greatest strengths and how those strengths would serve the City's
objectives and this Project.
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Provide an organizational chart showing the level of responsibility of all major participants
of the Proposer's team and subcontractors/consultants (if applicable) that will provide
services to complete the Project. Detail if your Project team has worked together on past
projects. Include brief resumes of the key Team members who will be directly involved in
the overall service. By listing individuals, the Proposer is making a commitment to use
those personnel. If the Proposer is selected for the Project, the City must be notified of any
changes to the personnel indicated. The Proposer is responsible for verifying the
qualification and validity of licenses or permits for any outsourced work to
subcontractors/consultants.
11.4 Project Approach and Schedule. Describe how you will approach the scope of work and
tasks to be completed from Section 9 of this RFP, including, but not limited to, the
methodology that will be used, expected deliverables, and expectations of support by City
staff. Propose a time schedule stating when the key tasks of your proposal would be
completed, including schedules for the key phases and the target completion date of the
Project. Indicate the schedule for regular contact with the City's Project Manager and
Project Team and other client review milestones.
11.5 Project Budget. The proposal must include an estimated line-item budget for both the
general City Hall requirements and the Justice Court details. Describe what methods and
tools you will use to keep the Project on budget and on time. The proposal must include a
proposed payment schedule for the execution of the agreement and completion of each
phase. Proposer should include the firm's fee structure, including an hourly rate for each
team member the Proposer plans to utilize in the completion of the services and an
estimate of how many person-hours are assumed in the fee. Proposer must guarantee its
pricing for one year.
All of the items described in this section are non-negotiable. If it is determined that a proposal does not
meet these requirements at any time during the solicitation process, the proposal will be deemed non-
responsive and disqualified from further consideration.
12. Selection Process and Criteria
The City will make every effort to ensure that all proposals are treated fairly and equally throughout the
selection process. The City will form a Selection Committee to review the submitted proposals and
provide recommendations. The main Committee tasks will include:
* Identifying a Short-list of Finalists. The Selection Committee will score and rank the written
proposals to determine a shortlist of finalists.
* Conducting Interviews to Recommend a First and Second-Ranked Proposer. The City will notify
the Proposer if selected for the shortlist and may ask them to participate in an interview. If it is
in the best interest of the City, it shall establish a date(s) and time(s) for the interviews or
presentations. Invited, eligible Proposers will receive instructions for the interviews.
Representations made by a Proposer during interviews or presentations shall become an
addendum to the Proposer's proposal and shall be documented. Representations must be
consistent with the Proposer's original proposal and may only be used for purposes of clarifying
or filling in gaps. Interviews and presentations will be at the Proposer's expense. The City may
select a first-ranked and second-ranked Proposer with or without conducting interviews.
* Negotiating with First-Ranked Proposer. The first-ranked Proposer will be given a defined period
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of time to negotiate and execute a service agreement with the City. In the event that exclusive
negotiations are conducted and an agreement is not reached, the City reserves the right to
enter into negotiations with the next highest-ranked Proposer without the need to repeat the
formal solicitation process.
Selection Criteria
The following weighted criteria will be used in evaluating the responses received.
Criteria Weight
Technical Approach and Integration Strategy 25%
Security and Risk Mitigation Approach 20%
Project Cost 25%
Relevant Experience and References 15%
Qualifications of Project Team 15%
13. Special Conditions for Proposals
13.1 All information submitted to the City by the Proposer will be binding upon the Proposer.
13.2 All responses, including attachments, supplementary materials, and addenda shall become the
property of the City at the time of submission and will not be returned to the Proposer.
Information contained in the responses will be available to the public upon inquiry or GRAMA
request immediately following the execution of a written agreement with the selected
Proposer by the City.
13.3 The City reserves the right to negotiate changes in the terms of services with the selected
Proposer as may be required.
13.4 The City reserves the right to withdraw or suspend the RFP.
13.5 The City reserves the right to reject any or all responses received. The City shall have the right
to waive any informality or technical defect in responses received when in the best interest of
the City.
13.6 The City advises that it is a governmental entity in the State of Utah and is bound by the
provisions of the Utah Governmental Immunity Act (Title 63G, Chapter 7, Utah Code
Annotated, 1953, as amended) and does not waive any procedural or substantive defense or
benefit provided or to be provided by the Governmental Immunity Act or comparable
legislative enactment, including without limitation, the provisions of Section 63G-7-604
regarding limitation of judgments. Any indemnity and insurance obligations incurred by the City
under a future contract related to this RFP are expressly limited to the amounts identified in
the Act.
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ATTACHMENT A: CITY OF HOLLADAY 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 City reserves the right to identify, during and after this Contract, additional reasonable
types of categories of information that must be kept confidential under federal and state laws.
b) "Contract" means the Contract Signature Page(s), including all referenced attachments and documents incorporated by
reference. The term "Contract" may include any purchase orders that result from this Contract.
c) "Contract Signature Page(s)" means the City of Holladay cover page(s) that the City and Contractor sign.
d) "Contractor" means the individual or entity delivering the Services identified in this Contract. The term "Contractor" shall
include Contractor's agents, officers, employees, and partners.
e) "Custom Deliverable" means the Work Product that Contractor is required to deliver to the City under this Contract.
f) "Services" means the furnishing of labor, time, or effort by Contractor pursuant to this Contract. Services include, but
are not limited to, all of the deliverable(s) (including Custom Deliverable, supplies, equipment, or commodities) that result
from Contractor performing the Services pursuant to this Contract. Services include those professional services identified
in Section 63G-6a-103 of the Utah Procurement Code.
g) "Proposal" means Contractor's response to the City of Holladay's Solicitation.
h) "Solicitation" means the documents used by the City to obtain Contractor's Proposal.
i) "City" means the City of Holladay.
j) "Subcontractors" means subcontractors or subconsultants at any tier that are under the direct or indirect control or
responsibility of the Contractor, and includes all independent contractors, agents, employees, authorized resellers, or
anyone else for whom the Contractor may be liable at any tier, including a person or entity that is, or will be, providing or
performing an essential aspect of this Contract, including Contractor's manufacturers, distributors, and suppliers.
k) "Work Product" means every invention, modification, discovery, design, development, customization, configuration,
improvement, process, software program, work of authorship, documentation, formula, datum, technique, know how,
secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or
registerable under copyright or similar statutes or subject to analogous protection) that is specifically made, conceived,
discovered, or reduced to practice by Contractor or Contractor's Subcontractors (either alone or with others) pursuant to
this Contract. Work Product shall be considered a work made for hire under federal, state, and local laws; and all interest
and title shall be transferred to and owned by the City. Notwithstanding anything in the immediately preceding sentence
to the contrary, Work Product does not include any City intellectual property, Contractor's intellectual property (that it
owned or licensed prior to this Contract) or Third Party intellectual property.
2. GOVERNING LAW AND VENUE: This Contract shall be governed by the laws, rules, and regulations of the State of Utah
and the City of Holladay. Any action or proceeding arising from this Contract shall be brought in a court of competent
jurisdiction in the State of Utah. Venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County.
3. LAWS AND REGULATIONS: At all times during this Contract, Contractor and all Procurement Items delivered and/or
performed under this Contract will comply with all applicable federal and state constitutions, laws, rules, codes, orders, and
regulations, including applicable licensure and certification requirements. If this Contract is funded by federal funds, either in
whole or in part, then any federal regulation related to the federal funding, including CFR Appendix II to Part 200, will
supersede this Attachment A.
4. RECORDS ADMINISTRATION: Contractor shall maintain or supervise the maintenance of all records necessary to properly
account for Contractor's performance and the payments made by the City to Contractor under this Contract. These records
shall be retained by Contractor for at least six (6) years after final payment, or until all audits initiated within the six (6) years
have been completed, whichever is later. Contractor agrees to allow, at no additional cost, federal auditors, and City staff,
access to all such records.
5. CERTIFY REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION SYSTEM": The Status Verification
System, also referred to as "E-verify", only applies to contracts issued through a Request for Proposal process and to sole
sources that are included within a Request for Proposal.
1. Contractor certifies as to its own entity, under penalty of perjury, that Contractor has registered and is participating in the
Status Verification System to verify the work eligibility status of Contractor's new employees that are employed in the
State of Utah in accordance with applicable immigration laws.
2. Contractor shall require that each of its Subcontractors certify by affidavit, as to their own entity, under penalty of perjury,
that each Subcontractor has registered and is participating in the Status Verification System to verify the work eligibility
status of Subcontractor's new employees that are employed in the State of Utah in accordance with applicable
immigration laws.
3. Contractor's failure to comply with this section will be considered a material breach of this Contract.
6. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of the City,
unless disclosure has been made to the City.
7. INDEPENDENT CONTRACTOR: Contractor and Subcontractors, in the performance of this Contract, shall act in an
independent capacity and not as officers or employees or agents of the City.
8. INDEMNITY: Contractor shall be fully liable for the actions of its agents, employees, officers, partners, and Subcontractors,
and shall fully indemnify, defend, and save harmless the City from all claims, losses, suits, actions, damages, and costs of
every name and description arising out of Contractor's performance of this Contract to the extent caused by any intentional
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wrongful act or negligence of Contractor, its agents, employees, officers, partners, or Subcontractors, without limitation;
provided, however, that the Contractor shall not indemnify for that portion of any claim, loss, or damage arising hereunder
due to the fault of the City. The parties agree that if there are any limitations of the Contractor's liability, including a limitation
of liability clause for anyone for whom the Contractor is responsible, such limitations of liability will not apply to injuries to
persons, including death, or to damages to property.
9. EMPLOYMENT PRACTICES: Contractor agrees to abide by federal and state employment laws, including: (i) Title VI and
VII of the Civil Rights Act of 1964 (42 U.S.C. 2000e), which prohibits discrimination against any employee or applicant for
employment or any applicant or recipient of services, on the basis of race, religion, color, or national origin; (ii) Executive
Order No. 11246, as amended, which prohibits discrimination on the basis of sex; (iii) 45 CFR 90, which prohibits
discrimination on the basis of age; (iv) Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of
1990, which prohibits discrimination on the basis of disabilities; and (v Utah's Executive Order 2019-1, dated February 5,
2019, which prohibits unlawful harassment in the workplace. Contractor further agrees to abide by any other laws, regulations,
or orders that prohibit the discrimination of any kind by any of Contractor's employees.
10. AMENDMENTS: This Contract may only be amended by the mutual written agreement of the parties, provided that the
amendment is within the Scope of Work of this Contract and is within the scope/purpose of the original solicitation for which
this Contract was derived. The amendment will be attached and made part of this Contract. Automatic renewals will not apply
to this Contract, even if listed elsewhere in this Contract.
11. DEBARMENT: Contractor certifies that it is not presently nor has ever been debarred, suspended, or proposed for debarment
by any governmental department or agency, whether international, national, state, or local. Contractor must notify the City
within thirty (30) days if debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in any contract by any governmental entity during this Contract.
12. TERMINATION: This Contract may be terminated, with cause by either party, in advance of the specified expiration date,
upon written notice given by the other party. The party in violation will be given ten (10) days after written notification to correct
and cease the violations, after which this Contract may be terminated for cause immediately and is subject to the remedies
listed below. This Contract may also be terminated without cause (for convenience), in advance of the specified expiration
date, by the City, upon thirty (30) days written termination notice being given to the Contractor. The City and the Contractor
may terminate this Contract, in whole or in part, at any time, by mutual agreement in writing. On termination of this Contract,
all accounts and payments will be processed according to the financial arrangements set forth herein for approved Services
ordered prior to date of termination.
Contractor shall be compensated for the Services properly performed under this Contract up to the effective date of the notice
of termination. Contractor agrees that in the event of such termination for cause or without cause, Contractor's sole remedy
and monetary recovery from the City is limited to full payment for all Services properly performed as authorized under this
Contract up to the date of termination as well as any reasonable monies owed as a result of Contractor having to terminate
other contracts necessarily and appropriately entered into by Contractor pursuant to this Contract. In no event shall the City
be liable to the Contractor for compensation for any services neither requested by the City nor satisfactorily performed by the
Contractor. In no event shall the City's exercise of its right to terminate this Contract for convenience relieve the Contractor
of any liability to the City for any damages or claims arising under this Contract.
13. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW: Upon thirty (30) days written notice
delivered to the Contractor, this Contract may be terminated in whole or in part at the sole discretion of the City, if the City
reasonably determines that: (i) a change in Federal or State legislation or applicable laws materially affects the ability of either
party to perform under the terms of this Contract; or (ii) that a change in available funds affects the City's ability to pay under
this Contract. A change of available funds as used in this paragraph includes, but is not limited to, a change in Federal or
State funding, whether as a result of a legislative act or by order of the President or the Governor.
If a written notice is delivered under this section, the City will reimburse Contractor for the Services properly ordered until the
effective date of said notice. The City will not be liable for any performance, commitments, penalties, or liquidated damages
that accrue after the effective date of said written notice.
14. SUSPENSION OF WORK: Should circumstances arise which would cause the City to suspend Contractor's responsibilities
under this Contract, but not terminate this Contract, this will be done by written notice. Contractor's responsibilities may be
reinstated upon advance formal written notice from the City.
15. SALES TAX EXEMPTION: The Services under this Contract will be paid for from the City's funds and used in the exercise of
the City's essential functions. Upon request, the City will provide Contractor with its sales tax exemption number. It is
Contractor's responsibility to request the City's sales tax exemption number. It also is Contractor's sole responsibility to
ascertain whether any tax deduction or benefits apply to any aspect of this Contract.
16. CONTRACTOR'S INSURANCE RESPONSIBILITY. The Contractor shall maintain the following insurance coverage:
a. Workers' compensation insurance during the term of this Contract for all its employees and any Subcontractor
employees related to this Contract. Workers' compensation insurance shall cover full liability under the workers'
compensation laws of the jurisdiction in which the work is performed at the statutory limits required by said
jurisdiction.
b. Commercial general liability [CGL] insurance from an insurance company authorized to do business in the State of
Utah. The limits of the CGL insurance policy will be no less than one million dollars ($1,000,000.00) per person per
occurrence and three million dollars ($3,000,000.00) aggregate.
c. Commercial automobile liability [CAL] insurance from an insurance company authorized to do business in the
State of Utah. The CAL insurance policy must cover bodily injury and property damage liability and be applicable
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to all vehicles used in your performance of Services under this Agreement whether owned, non-owned, leased, or
hired. The minimum liability limit must be $1 million per occurrence, combined single limit. The CAL insurance
policy is required if Contractor will use a vehicle in the performance of this Contract.
d. Other insurance policies required in the Solicitation.
Certificate of Insurance, showing up-to-date coverage, shall be on file with the City before the Contract may commence.
The City reserves the right to require higher or lower insurance limits where warranted. Failure to provide proof of insurance
as required will be deemed a material breach of this Contract. Contractor's failure to maintain this insurance requirement for
the term of this Contract will be grounds for immediate termination of this Contract.
17. PUBLIC INFORMATION: Contractor agrees that this Contract, related purchase orders, related pricing documents, and
invoices will be public documents and may be available for public and private distribution in accordance with the State of
Utah's Government Records Access and Management Act (GRAMA). Contractor gives the City express permission to make
copies of this Contract, related sales orders, related pricing documents, and invoices in accordance with GRAMA. Except for
sections identified in writing by Contractor and expressly approved by the City, Contractor also agrees that the Contractor's
Proposal to the Solicitation will be a public document, and copies may be given to the public as permitted under GRAMA. The
City is not obligated to inform Contractor of any GRAMA requests for disclosure of this Contract, related purchase orders,
related pricing documents, or invoices.
18. INVOICING: Contractor will submit invoices within thirty (30) days of Contractor's performance of the Services to the City.
The contract number shall be listed on all invoices, freight tickets, and correspondence relating to this Contract. The prices
paid by the City will be those prices listed in this Contract, unless Contractor offers a prompt payment discount within its
Proposal or on its invoice. The City has the right to adjust or return any invoice reflecting incorrect pricing.
19. PAYMENT: Payments are to be made within thirty (30) days after a correct invoice is received. All payments to Contractor
will be remitted by mail, electronic funds transfer, or the City's Purchasing Card (major credit card). If payment has not been
made after sixty (60) days from the date a correct invoice is received by the City, then interest may be added by Contractor
as prescribed in the Utah Prompt Payment Act. The acceptance by Contractor of final payment, without a written protest filed
with the City within ten (10) business days of receipt of final payment, shall release the City from all claims and all liability to
the Contractor. The City's payment for the Services shall not be deemed an acceptance of the Services and is without
prejudice to any and all claims that the City may have against Contractor. The City will not allow the Contractor to charge end
users electronic payment fees of any kind.
20. TIME IS OF THE ESSENCE: The Services shall be completed by any applicable deadline stated in this Contract. For all
Services, time is of the essence. Contractor shall be liable for all reasonable damages to the City, and anyone for whom the
City may be liable as a result of Contractor's failure to timely perform the Services required under this Contract.
21. 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.
22. PERFORMANCE EVALUATION: The City 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.
23. STANDARD OF CARE: The Services of Contractor and its Subcontractors shall be performed in accordance with the
standard of care exercised by licensed members of their respective professions having substantial experience providing
similar services which similarities include the type, magnitude, and complexity of the Services that are the subject of this
Contract. Contractor shall be liable to the City for claims, liabilities, additional burdens, penalties, damages, or third party
claims (e.g., another Contractor's claim against the City), to the extent caused by wrongful acts, errors, or omissions that do
not meet this standard of care.
24. ASSIGNMENT: Contractor may not assign, sell, transfer, subcontract or sublet rights, or delegate any right or obligation under
this Contract, in whole or in part, without the prior written approval of the City.
25. REMEDIES: Any of the following events will constitute cause for the City to declare Contractor in default of this Contract: (i)
Contractor's non-performance of its contractual requirements and obligations under this Contract; or (ii) Contractor's material
breach of any term or condition of this Contract. The City may issue a written notice of default providing a ten (10) day period
in which Contractor will have an opportunity to cure. Time allowed for cure will not diminish or eliminate Contractor's liability
for damages. If the default remains after Contractor has been provided the opportunity to cure, the City may do one or more
of the following: (i) exercise any remedy provided by law or equity; (ii) terminate this Contract; (iii) impose liquidated damages,
if liquidated damages are listed in this Contract; (iv) debar/suspend Contractor from receiving future contracts from the City;
or (v) demand a full refund of any payment that the City has made to Contractor under this Contract for Services that do not
conform to this Contract.
26. FORCE MAJEURE: Neither party to this Contract will be held responsible for delay or default caused by fire, riot, act of God,
and/or war which is beyond that party's reasonable control. The City may terminate this Contract after determining such delay
will prevent successful performance of this Contract.
27. CONFIDENTIALITY: If Confidential Information is disclosed to Contractor, Contractor shall: (i) advise its agents, officers,
employees, partners, and Subcontractors of the obligations set forth in this Contract; (ii) keep all Confidential Information
strictly confidential; and (iii) not disclose any Confidential Information received by it to any third parties. Contractor will promptly
notify the City of any potential or actual misuse or misappropriation of Confidential Information.
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