REQUEST FOR PROPOSAL. ARTIFICIAL TURF FOOTBALL FIELDS Stage I General Contractor Pre-Qualification SALT LAKE CITY SCHOOL DISTRICT

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1 REQUEST FOR PROPOSAL ARTIFICIAL TURF FOOTBALL FIELDS Stage I General Contractor Pre-Qualification FOR SALT LAKE CITY SCHOOL DISTRICT RFP #JB1565-Stage I-GC DUE: 1:00 p.m. March 10, 2015 PURCHASING p f Salt Lake District School District 440 East 100 South Salt Lake District, Utah The Salt Lake District School District prohibits discrimination based on age, color, disability, gender, gender identity, national origin, pregnancy, race, religion, or sexual orientation.

2 Salt Lake District School District INTRODUCTION 2 The Salt Lake District School District (District) is soliciting proposals from qualified Utah State licensed B-100 General Contractors (Contractor) who have experience with providing construction services needed for CONSTRUCTION OF STORM DRAINAGE AND BASE AND DRAINAGE SYSTEMS for synthetic turf fields at three (3) New Artificial Football Turf Fields at Highland, East and West High Schools. The District anticipates that construction of these fields may start as early as April 11, 2015 with project completion including final punch list by June 15-30, This solicitation is the First Stage of a Two-Stage Bidding process. Stage I will involve the short-listing of Contractor(s) based on the selection criteria outlined in this Request for Proposals (RFP). To advance to Stage II, contractors SHALL have a minimum score of 80 points. These selected Contractor(s) shall be allowed to submit bids for Stage II of the selection process. In Stage II each school location (project) will be bid independently and will be awarded to the lowest responsive and responsible Stage I general contractor that meets all requirements as stated in the Stage II project(s) plans and specifications for each project. Stage II Construction Documents and Specifications are scheduled to be issued on or about March 18, 2015 with bid(s) due on or about April 1, Currently, the construction schedule is estimated to be April 11, 2015 June 15, 2015 for West High School with project released to the turf manufacturer & installer(s) on June 16, The remaining two projects for Highland and East High School(s) SHALL be completed by June 30, 2015 with project released to the turf manufacturer & installer(s) on July 1, Turf installation on all three projects SHALL be completed no later than July 30, 2015 with all punch list items and final walk through completed on or before August 7, General Contractors will be required to coordinate with and obtain certification from, the turf manufacturers & installer(s) for each project site prior to release for final turf installation. Liquidated damages may be assessed of the General Contractor for each and every day passed the completion date of June 30, 2015 up to the project release to the turf manufacturer & installer days past ; if such delay results in the completion of the final Turf installation and punch list items past August 7, Advanced Stage II Contractor(s) who are planning to submit bids shall be required to attend a Mandatory Onsite Pre-bid conference estimated to be held on March 24, 2015 starting at 9:00 a.m. West High School (241 North 300 West), followed by 10:00 a.m. East High School (840 South 1300 East) and 11:00 a.m. Highland High School (2166 South 1700 East). All meetings will be held at the respective football stadium. Individual contractors or alliances between two or more contractors are allowed in this process to create a Project Team and form a Joint Venture. All joint venture proposals or bids MUST be signed by an authorized representative of each joint venture. When a proposal or bid will be submitted by a joint venture, the proposed joint venture must be pre-approved by the District at least two (2) days prior to the due date of the proposal or bid. The letter shall be signed by an authorized representative of each joint venture designating one of the joint ventures as the LEAD firm and point of contact of the joint venture. If the team is advanced and awarded through Stage II of the multi-step process, the District will only enter into contracts with the lead contractor or firm and considered as the joint venture. The lead contractor or firm must be licensed by the State of Utah and comply with and require all of its subcontractors to comply with the licensure laws as required by the State of Utah. The performance bond and payment bond from Stage II SHALL name the lead contractor or firm as the responsible party with a reference to the joint venture AND each of the joint ventures as formed.

3 Salt Lake District School District 3 Copies of the RFP documents may be obtained from the District s Purchasing Department at no cost or downloaded from Please submit a written copy of your proposal; electronic proposals cannot be accepted at this time. All inquiries or requests for clarification or interpretation arising subsequent to the issuance of this RFP, should be submitted electronically at or to: Joe Bryant: joe.bryant@slcschools.org No other District employee or board member should be contacted concerning this RFP during the selection process. Failure to comply with this requirement may result in disqualification. Questions and answers will be consolidated and posted at under the RFP #JB1565-STAGE I-GC. SCOPE OF WORK Removal and replacement of a natural grass field with a stone base drainage system on sheet liner. Construction of new perimeter surface drain system/perimeter curb and fencing. Construction of storm drain system to tie to existing SLC system. Construction may include associated concrete work and asphalt work. Electrical work for delay of game clocks and track timing equipment. Protection of existing track surface is required at East and Highland High Schools. QUALITY ASSURANCE General Contractor requirements: General Contractor shall provide proof of experience with at least 4 synthetic turf fields in the past 8 years. Regional synthetic turf base installer/sub-contractor: Football field base and drainage course to be installed by a regional synthetic turf base installer with base and drainage specific experience for athletic fields. 1 Any field base and drainage Contractor wishing to bid on the base and drainage scope of work, shall provide proof of experience with at least 6 permeable base projects done specifically for synthetic turf athletic fields in the past 3 years. a. For the 6 projects, the contractor shall provide to the Owner: project name and location, owner contact and phone, Architect s contact and phone, and date of completion. 2 Any work to be performed by a sub-contractor of the regional synthetic turf base installer shall be approved 7 days in advance by the District after providing subcontractor qualifications to the District. District reserves the right to reject any proposed sub-contractor(s) and may request that the General Contractor submit other sub-contractor(s) until approved. General Contractor shall not be allowed to increase pricing due to the substitution(s).

4 Salt Lake District School District Stage II Bonding range for respective project is as follows: Highland High School - $700,000 to $750,000. East High School - $700,000 to $750,000. West High School - $700,000 to $750, The awarded contractor(s) shall be required to work collaboratively with the District and the awarded Artificial Turf Football Fields Manufactures Material Purchase and Installation(s) RFP# JB1565-TP. The final selection of the Artificial Turf Football Fields Manufactures Material Purchase and Installation(s) has yet to be determined. For reference the list of approved Manufacturers allowed to submit proposals in RFP# JB1565-TP are: Astro Turf Field Turf Shaw Sportexe Sprinturf LICENSING/BONDING CAPACITY/INSURANCE The General Contractor(s) must have and maintain a B-100 General Contractors License and be able to provide bid, performance and payment bonding through its surety for this project. Contractor must at all times maintain the minimum insurance requirements as defined in Exhibit A. PROPOSAL FORMAT All proposals shall be formatted according to the following specifications: a. Page Limit: proposals cannot be more than 10 pages including all attachments. b. Page Numbering: proposals shall contain page numbers. c. Table of Contents: proposals shall contain a table of contents with references to page numbers. d. Copies: Please submit five (5) copies of your proposal (without costs and fees) + one (1) unchanged electronic (CD) copy in a (doc). Or (pdf). Format to the Salt Lake District School District Auxiliary Services - Attn: Joe Bryant, 998 W Beardsley Place Salt Lake City, UT Late proposals will not be considered. e. Costs & Fees: Not applicable for Stage I. f. References: provide a minimum of three references that can validate your contractors experience and expertise in providing comparable services as District proposed. g. Sealed and Marked Packaging: proposals shall be sealed and clearly marked RFP #JB1565-STAGE I- GC on the outside of the package and on the body of the proposal. All copies shall be put into one envelope or box and sealed; do not put each proposal copy in a separate sealed envelope. h. Utah State License: The proposal shall include a current copy of your Business, B-100 license. Proposals received without the appropriate document may be deemed as non-responsive and may not receive any additional consideration. TERMS OF CONTRACT The term of the resulting contract from Stage II shall be from the period of contract signature of both parties through project completion and one (1) year warranty period.

5 Salt Lake District School District 5 WRITTEN AGREEMENT REQUIRED The selected Contractor must be willing to enter into a written agreement with the District and agree to all the terms set forth in the Standard Form Agreement, attached to this RFP as Exhibit B Sample Master Agreement. IF YOU WISH TO ALTER ANY OF THE TERMS OF THE STANDARD FORM AGREEMENT AND/OR THE RFP INCLUDING EXHIBITS, ATTACHMENTS, AND ADDENDA, THE TERMS MUST BE SPECIFICALLY IDENTIFIED IN YOUR PROPOSAL WITH REASONABLE ALTERNATIVES PRESENTED. Proposers are advised that the District is not bound by the terms of the RFP until a written agreement is fully executed and any activity taken by Proposer prior to a written agreement being fully executed is done at the Proposer s sole risk. QUESTIONS For questions or for Information concerning the Request for Proposal procedures and regulations (i.e., submission deadline and forms required, etc.), or Americans with Disabilities (ADA) accommodations, interested parties may contact Joe Bryant, District Purchasing Agent at: joe.bryant@slcschools.org deadline for questions submission which is March 3, 2015 at 10:00 am. Questions MUST also be submitted through ( Bid Sync ) until the deadline. Bid Sync will then the answer to all Proposers that have expressed an interest in the RFP. Do not contact the department, or other District officers or employees. EVALUATION AND SCORING CRITERIA Proposals will be evaluated, scored, and ranked by a Selection Committee. The Selection Committee may invite a select number for an interview if it is in the best interest of the District to do so. The purpose of the interview would be for clarification and verification of the written proposal. The Selection Committee may rescore the proposal(s) after the interview if needed. Proposals will be evaluated, scored, and ranked on the following criteria: 40 Points Contractor Qualifications and Relevant Experience: Provide a brief description of your contractor's historical background, the scope and nature of services routinely provided by your contractor on projects of this size, scope, and complexity. Describe your bonding capacity with projects of similar size. Identify the type of business (corporation, partnership, sole proprietor, etc) and whether licensed to do business in the State of Utah. Attach a current copy of your B-100 General Contractors License. Evaluation Criteria: Contractors demonstrated ability to perform the required services at specified levels described in the Scope of Work. Contractors indication of the understanding of the purpose and scope of the proposed services as evidenced by the quality of the proposal submitted. General Contractor experience in construction of synthetic turf fields. Qualifications of the regional synthetic turf base installers. Number of available crews of the regional synthetic turf base installer. Contractors experience working with the turf manufacturer and turf installer in verifying the

6 . Salt Lake District School District selection, testing, laser grading, compaction and planarity of the stone drainage course. Bond Rate Certificate. The committee will evaluate each contractor s ability to secure bonding for this project, as well as their performance in completing previously bonded projects. Provide a list of detailed relevant experience of similar projects and contracts which shall include the following: Project name and location(s) Brief description of service performed or project Original and final contract amount Overall size of the turf field project Regional synthetic turf base installer Number of synthetic turf base installers available crews. Problems encountered and corrective action taken Construction cost(s) Duration of Construction 6 35 Points Project Team: This area of evaluation will consider the individual qualifications and working experience of the individual project team members. This category includes the technical qualifications and work experience of the key personnel assigned to the project, their duties, experience of the team and subcontractors working on previous projects to achieve the project objectives. Also to be considered will be the proven capability of Contractor to deal effectively with the District based upon references provided and other resources such as the Districts experiences and other school or governmental agencies experience. The District expects that the Contractors Project Superintendent will be on-site daily through substantial completion. Evaluation Criteria: Contractor s experience in successfully completing projects of comparable size and complexity on-time and within bid budget; Contractor s ability to manage sub-contractors to include but not limited to (costs, performance and schedule); District experience in working with the Contractor on other projects; Other clients experience in working with the Contractor, based on reference checks; Project Superintendent daily on-site work schedule 20 Points Project Approach / Management Plan: The management plan submitted will be evaluated to measure the Contractor s understanding of the project scope, construction phasing, schedule, budget, change order (approval and denial) process and other key project issues. The overall approach proposed to take for each task of the project; the provided methodology and philosophy and how it will be applied to this project.

7 Salt Lake District School District 7 Evaluation Criteria: Contractor s proposed project(s) schedule that would meet or exceed the project substantial completion date of June 15-June 30, Points Responsiveness to the Request for Proposals: Completeness and conformity of the proposal to RFP requirements; The Contractor s demonstrated ability to perform the required services; The Contractor s indication of its understanding of the purpose and scope of the proposed services as evidenced by the quality of the proposal submitted. RIGHT OF REJECTION The District reserves the right to reject any or all submittals, or to waive any formality or technicality in any submittal, in the best interests of the District, while still complying with the Utah State Purchasing Code. While it is the intent of the District to proceed with this appointment, this solicitation does not obligate the District to enter into a contract.

8 ATTACHMENT A- STANDARD TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES 1. AUTHORITY: Provisions of this contract ( Contract ) are pursuant to the authority set forth in Title 63G, Chapter6a of the Utah Code, Utah Administrative Code, Title R33), related statutes, Board policies, and administrative procedures that permit the Salt Lake City School District ( District ) to purchase certain specified services, and other approved purchases for the District. 2. Acknowledgment: There is no acknowledgment copy of the purchase order. Any discrepancies in price, quantities, items or delivery, must be phoned to the cognizant buyer at our Purchasing Department within 48 hours of your receipt of the purchase order. Failure to contest any of term or condition within this time frame indicates agreement with the terms and conditions contained herein. 3. CONTRACT JURISDICTION, CHOICE OF LAW, AND VENUE: The provisions of this Contract shall be governed by the laws of the State of Utah. The parties will submit to the jurisdiction of the courts of the State of Utah for any dispute arising out of this Contract or the breach thereof. Venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County. 4. LAWS AND REGULATIONS: The person or entity contracting with the District under this Contract ( Contractor ) and any and all supplies, services, equipment, and construction furnished under this Contract will comply fully with all applicable federal, state, and local laws, codes, rules, regulations, ordinances, including applicable licensure and certification requirements, and Board policies and their accompanying procedures. 5. RECORDS ADMINISTRATION: The Contractor shall maintain, or supervise the maintenance of, all records necessary to properly account for the payments made to the Contractor for costs authorized by this Contract. These records shall be retained by the Contractor for at least four years after the Contract terminates, or until all audits initiated within the four years, have been completed, whichever is later. The Contractor agrees to allow state or District auditors, and District staff, access to all the records to this Contract, for audit and inspection, and monitoring of services. Such access will be during normal business hours, or by appointment. 6. TIME: The Contractor shall complete the scope of services work in a manner that achieves any milestones identified in the procurement documents related to this Contract and the attachments to this Contract. The full scope of services work shall be completed by any applicable deadline stated in the solicitation. 7. TIME IS OF THE ESSENCE: For all work and services under this Contract, time is of the essence and Contractor shall be liable for all damages to the District and anyone for whom the District may be liable, as a result of the failure to timely complete the scope of work required under this Contract. 8. PAYMENT: 7.1 Payments are normally made within 30 days following the date the order is delivered or the date a correct invoice is received, whichever is later. After 60 days from the date a correct invoice is received by the appropriate District official, the Contractor may assess interest on overdue, undisputed account charges up to a maximum of the interest rate paid by the IRS on taxpayer refund claims, plus two percent, computed similarly as the requirements of Utah Code Ann The IRS interest rate is adjusted quarterly, and is applied on a per annum basis, on the invoice amount that is overdue. 7.2 The Contract total may be changed only by written amendment executed by authorized personnel of the parties. Unless otherwise stated in the Contract, all payments to the Contractor will be remitted by mail or electronic funds transfer. 7.3 The acceptance by the Contractor of final payment without a written protest filed with the District within thirty (30) working days of receipt of final payment shall release the District from all claims and all liability to the Contractor for fees and costs of the performance of the services pursuant to this Contract. 9. 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 duly authorized representatives of 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. 10. DOCUMENT OWNERSHIP: Contractor agrees that any work/services and all Deliverables prepared for District, to the extent to which it is eligible under copyright law in any county, shall be deemed a work made for hire, such that all right, title and interest in the work and Deliverables reside with the District. To the extent any work or Deliverable is deemed not to be, for any reason whatsoever, work made for hire, Contractor agrees to assign and hereby assigns all right, title, and interest, including but not limited to, copyright, patent, trademark, and trade secret, to such work and Deliverables, and all extensions and renewals thereof, to the District. Contractor Purchasing rev. 12/08/2014 Page 1 of East 100 South, Salt Lake City, Utah www. slcschools.org Phone: Fax:

9 further agrees to provide all assistance reasonably requested by District in the establishment, preservation and enforcement of its rights in such work and deliverables, or subsequent amendments or modifications to such work and Deliverables, without any additional compensation to Contractor. Contractor agrees to waive, and hereby, to the extent permissible, waives, all rights relating to such work and Deliverables, or subsequent amendments or modifications to such work and Deliverables, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use. 11. 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. It does not apply to Invitation to Bids or to the Multiple Stage Bid Status Verification System (1) Contractor certifies as to its own entity, under penalty of perjury, that the named Contractor has registered and is participating in the Status Verification System to verify the work eligibility status of the Contractor s new employees that are employed in the State of Utah in accordance with applicable immigration laws including Utah Code Ann. 63G (2) The Contractor shall require that the following provision be placed in each subcontract at every tier: The subcontractor shall certify to the main (prime or general) contractor by affidavit that the subcontractor has verified through the Status Verification System the employment status of each new employee of the respective subcontractor, all in accordance with applicable immigration laws including Utah Code Ann. 63G and to comply with all applicable employee status verification laws. Such affidavit must be provided prior to the notice to proceed for the subcontractor to perform the work. (3) The District will not consider a proposal for award, nor will it make any award, where there has not been compliance with this Section. (4) Manually or electronically signing the Proposal is deemed the Contractor s certification of compliance with all provisions of this employment status verification certification required by all applicable status verification laws, including Utah Code Ann. 63G Indemnity Clause for Status Verification System Contractor (includes, but is not limited to any Contractor or Consultant) shall protect, indemnify and hold harmless, the District and its officers, employees, agents, representatives and anyone that the District may be liable for, against any claim, damages or liability arising out of or resulting from violations of the above Status Verification System Section whether violated by employees, agents, or contractors of the following: (a) Contractor; (b) Contractor s subcontractor or subconsultant at any tier; and/or (c) any entity or person for whom the Contractor or Subcontractor may be liable. 12. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of the District, unless disclosure has been made in accordance with Utah Code Ann Contractor also represents that it has no conflict of interest in performing the services for the District under this Contract, unless such conflict of interest has been disclosed to the District and approval to proceed, notwithstanding the conflict, has been obtained from the District in writing. Further, Contractor certifies that it has not offered or given any gift or compensation prohibited by Utah Code Ann , as amended, to any officer or employee of the District to secure favorable treatment with respect to being awarded this Contract. 13. CONTRACTOR AN INDEPENDENT CONTRACTOR: The Contractor shall be an independent contractor, and as such, shall have no authorization, express or implied, to bind the District to any agreements, settlements, liability, or understanding whatsoever, and agrees not to perform any acts as agent for the District, except as herein expressly set forth. Compensation stated herein shall be the total amount payable to the Contractor by the District. The Contractor shall be responsible for the payment of all income tax and Social Security amounts due as a result of payments received from the District for these Contract services. Persons employed by the District, and acting under the direction of the District, shall not be deemed to be employees or agents of the Contractor. 14. INDEMNITY CLAUSE: The Contractor agrees to indemnify, save harmless, and release the District, and all its officers, agents, volunteers, and employees from and against any and all claims, loss, damages, injury, liability, suits, and proceedings arising out of the performance of this Contract which are caused in whole or in part by the acts or negligence of (a) the Contractor, (b) the Contractor s officers, agents, volunteers, or employees, (c) the Contractor s subcontractors or subconsultants at any tier, or (d) anyone for whom Contractor may be liable but not for claims arising from the District's sole negligence. The parties agree that if there are any Limitations of the Contractor s Liability, including a limitation of liability 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. 15. Equal Opportunity and Non-discrimination: The Contractor agrees to abide by the provisions of Title VI and VII of the Civil Rights Act of 1964 (42 U.S.C 2000(e)) 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; and further agrees to abide by Executive Order No , as amended, which prohibits discrimination on the basis of sex; 45 C.F.R 90 which prohibits discrimination on the basis of age; and Section 504 of the Rehabilitation Act of 1973, and the Americans with Disabilities Act of 1990 which prohibits discrimination on the basis of disabilities. Also, the Contractor agrees to abide by Utah's Executive Order, dated December 13, 2006, which prohibits sexual harassment in the work place. Contractor also agrees to abide by any other federal or state laws regarding any of the above mentioned prohibitions in this paragraph. Purchasing rev. 12/08/2014 Page 2 of East 100 South, Salt Lake City, Utah www. slcschools.org Phone: Fax:

10 16. PERFORMANCE EVALUATION: The District may conduct a performance evaluation of the Contractor s services, including specific personnel of the Contractor. References in the Contract to Contractor shall include Contractor, Contractor s subcontractors, or subconsultants at any tier, if any. Results of any evaluation will be made available to the Contractor. 17. WAIVERS: No waiver by the District or Contractor of any default shall constitute a waiver of the same default at a later time or of a different default. 18. SEPARABILITY CLAUSE: A declaration by any court, or any other binding legal authority, that any provision of this Contract is illegal and void shall not affect the legality and enforceability of any other provision of this Contract, unless the provisions are mutually dependent. 19. RENEGOTIATION OR MODIFICATIONS: This Contract may be amended, modified, or supplemented only by written amendment to this Contract, executed by authorized persons of the parties hereto, and attached to the original signed copy of this Contract. Automatic renewals will not apply to this Contract. 20. SUSPENSION/DEBARMENT: The Contractor certifies that neither it nor its principals are presently or have ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (Contract), by any governmental department or agency in the United States, including any federal, state or local agency. If the Contractor cannot certify this statement, attach a written explanation for review by the District. The Contractor must notify the District Director of Purchasing within 30 days if suspended or debarred by any governmental entity during the Contract period. 21. TERMINATION: 20.1 Unless otherwise stated in the Additional Terms and Conditions of the Salt Lake City School District, if applicable, this Contract may be terminated, with cause by either party, in advance of the specified termination date, upon written notice being given by the other party. The party in violation will be given ten (10) working days after notification to correct and cease the violations, after which this Contract may be terminated for cause. This Contract may be terminated without cause, in advance of the specified expiration date, by either party, upon fourteen (14) days prior written notice being given to the other party. On termination of this Contract, all accounts and payments will be processed according to the financial arrangements set forth herein for approved services rendered to date of termination In the event of such termination, the Contractor shall be compensated for services properly performed under this Contract up to the effective date of the notice of termination. The Contractor agrees that in the event of such termination for cause or without cause, Contractor s sole remedy and monetary recovery from the District is limited to full payment for all work properly performed as authorized under this Contract up to the date of termination as well as any reasonable monies owed as a result of the Contractor having to terminate contracts necessarily and appropriately entered into by the Contractor pursuant to this Contract. Contractor further acknowledges that in the event of such termination, all work product, which includes but is not limited to all manuals, forms, contracts, schedules, reports, and any and all documents produced by Contractor under this Contract up to the date of termination are the property of the District and shall be promptly delivered to the District. 22. INSURANCE: 21.1 To protect against liability, loss and/or expense in connection with the performance of services described under this Contract, the Contractor shall obtain and maintain in force during the entire period of this Contract without interruption, at its own expense, insurance as listed below from insurance companies authorized to do business in the State of Utah The following are minimum coverages that may be supplemented by additional requirements contained in the solicitation for this Contract or provided in an Attachment to this Contract: (1) Worker s Compensation Insurance and Employers Liability Insurance. Worker s compensation insurance shall cover full liability under the worker s compensation laws of the jurisdiction in which the service is performed at the statutory limits required by said jurisdiction. (2) General Liability Insurance. Contractor must carry insurance with policy limits no less than one million per incident and three million in the aggregate. Contractor must provide proof of insurance to District and must add District as an additional insured with notice of cancellation. (3) Professional liability insurance in the amount as described in the solicitation for this Contract, if applicable. (4) Any other insurance required in the solicitation for this Contract Any type of insurance, including automobile insurance, or any increase of limits of liability not described in this Contract which the Contractor requires for its own protection or on account of any statute, rule, or regulation shall be its own responsibility, and shall be provided at Contractor s own expense The carrying of insurance required by this Contract shall not be interpreted as relieving the Contractor of any other responsibility or liability under this Contract or any applicable law, statute, rule, regulation, or order. Purchasing rev. 12/08/2014 Page 3 of East 100 South, Salt Lake City, Utah www. slcschools.org Phone: Fax:

11 23. STANDARD OF CARE: The services of Contractor and its subcontractors and subconsultants at any tier, if any, 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. The Contractor shall be liable to the District for claims, liabilities, additional burdens, penalties, damages or third party claims (i.e. another Contractor s claim against the District), to the extent caused by wrongful acts, errors or omissions that do not meet this standard of care. 24. DISTRICT REVIEWS, LIMITATIONS: The right of the District to perform plan checks, plan reviews, other reviews and/or comment upon the services of the Contractor, as well as any approval by the District, shall not be construed as relieving the Contractor from its professional and legal responsibility for services required under this Contract. No review by the District or any entity/user, approval or acceptance, or payment for any of the services required under this Contract shall be construed to operate as a waiver by the District of any right under this Contract or of any cause of action arising out of the performance or nonperformance of this Contract, and the Contractor shall be and remain liable to the District in accordance with applicable law for all damages to the District caused by the wrongful acts, errors and/or omissions of the Contractor or its subcontractors or subconsultants at any tier, if any. 25. NONAPPROPRIATION OF FUNDS: The Contractor acknowledges that the District cannot contract for the payment of funds not yet appropriated by the Utah State Legislature. If the District becomes subject to a legislative change, revocation of statutory authority, lack of appropriated funds, or unavailability of funds which would render the Contractor s delivery or performance under this Contract impossible, or unnecessary, this Contract will be terminated, either in whole or in part. If the Legislature does not appropriate funds for paying the District s obligations on this Contract, or if funding to the District is reduced due to an order by the Governor, or is required by state law, or if federal funding (when applicable) is not provided, or requires any return or give-back of funds required for the District to continue payments, or if the executive branch mandates any cuts or holdbacks in spending, the District may terminate this Contract or proportionately reduce the services and purchase obligations and the amount due from the District upon thirty (30) days written notice to Contractor. If this Contract is terminated, or services and purchase obligations are reduced due to nonappropriation of funds or reduction in funding, as described in the preceding sentence, the District will pay Contractor for services properly performed, and will reimburse Contractor for expenses incurred, as authorized under this Contract, through the date of cancellation or reduction, and this payment shall be Contractor s sole remedy, and the District will not be liable for any future commitments, penalties, or liquidated damages. 26. SALES TAX EXEMPTION: The District s sales and use tax exemption number is STC. The tangible personal property or services being purchased are being paid from District funds and used in the exercise of that entity s essential functions. If the items being purchased are construction materials, they will be converted into real property by employees of the District, unless otherwise stated in the Contract. 27. PUBLIC INFORMATION: Contractor agrees that this Contract, related sales orders, and invoices shall be public documents, and shall be available for distribution. Contractor gives the District express permission to make copies of this Contract, related sales orders, and invoices in accordance with Utah s Government Records Access and Management Act (GRAMA). Except for sections identified in writing and expressly approved by the District s Division of Purchasing, Contractor also agrees that the Contractor s response to the solicitation, if applicable, will be a public document, and copies may be given to the public under GRAMA laws. This permission to make copies as noted will take precedence over any statements of confidentiality, proprietary information, copyright information, or similar notation. 28. PATENTS, COPYRIGHTS, ETC.: The Contractor will release, indemnify and hold the District, its officers, agents and employees harmless from liability of any kind or nature, including the Contractor's use of any copyrighted or un-copyrighted composition, secret process, patented or un-patented invention, article or appliance furnished or used in the performance of this Contract. 29. ASSIGNMENT/SUBCONTRACT: Contractor will not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Contract, in whole or in part, without the prior written approval of the District. 30. DEFAULT AND REMEDIES: 29.1 Any of the following events will constitute cause for the District to declare Contractor in default of this Contract: (1) Nonperformance of contractual requirements; or (2) A material breach of any term or condition of this Contract Should Contractor be in default under any of the provisions under Subsection 29.1 above, the District will issue a written notice of default providing a ten (10) day period in which Contractor will have an opportunity to cure. Time allowed for cure will not diminish or eliminate Contractor's liability for damages. If the default remains after Contractor has been provided the opportunity to cure, the District may do one or more of the following: (1) Exercise any remedy provided by law; (2) Terminate this Contract and any related contracts or portions thereof; or (3) Impose liquidated damages, if liquidated damages are listed in the Contract. Purchasing rev. 12/08/2014 Page 4 of East 100 South, Salt Lake City, Utah www. slcschools.org Phone: Fax:

12 31. FORCE MAJEURE: Neither party to this Contract will be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The District may terminate this Contract after determining such delay or default will reasonably prevent successful performance of this Contract. 32. PROCUREMENT ETHICS: The Contractor understands that a person who is interested in any way in the sale of any supplies, services, construction, or insurance to the District is violating the law if the person gives or offers to give any compensation, gratuity, contribution, loan or reward, or any promise thereof to any person acting as a procurement officer on behalf of the District, or who in any official capacity 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 (Utah Code Ann. 63G ). 33. CONFLICT OF TERMS: In order for any terms and conditions of the Contractor to apply to this Contract, they must be in writing and attached to this Contract. No other terms and conditions of the Contractor will apply to this Contract, including terms listed or referenced on a Contractor s website, terms listed in a Contractor quotation/sales order, etc. In the event of any conflict in the terms and conditions in the Contract, the order of precedence shall be: (1) Attachment A: District s Standard Terms and Conditions for Professional Services; (2) Contract signed by parties, if any; (3) Scope of Work of RFP; and (5) Terms and Conditions of the Contractor, if any. 34. ENTIRE CONTRACT: This Contract including all attachments and documents incorporated hereunder, and the related District solicitation documents, if any, constitutes the entire Contract between the parties with respect to the subject matter, and supersedes any and all other prior and contemporaneous agreements and understandings between the parties, whether oral or written. The terms of this Contract shall supersede any additional or conflicting terms or provisions that may be set forth or printed on the Contractor s work plans, cost estimate forms, receiving tickets, invoices, or any other related standard forms or documents of the Contractor that may subsequently be used to implement, record, or invoice services hereunder from time to time, even if such standard forms or documents have been signed or initialed by a representative of the District. The parties agree that the terms of this Contract shall prevail in any dispute between the terms of this Contract and the terms printed on any such standard forms or documents, and such standard forms or documents shall not be considered written amendments of this Contract. 35. DISPUTE RESOLUTION: In the event of any dispute under this Contract prior to any filing in any judicial proceedings, the parties agree to participate in good faith in the mediation of the dispute. The District, after consultation with the Contractor, may appoint an expert or panel of experts to assist in the resolution of the dispute. If the District appoints such an expert or panel, District and Contractor agree to cooperate in good faith in providing information and documents to the expert or panel in an effort to resolve the dispute. No district employee or student shall be subjected to discrimination in employment or any district program or activity on the basis of age, color, disability, gender, gender identity, genetic information, national origin, pregnancy, race, religion, sexual orientation, or veteran status. The district is committed to providing equal access and equal opportunity in its programs, services and employment including its policies, complaint processes, program accessibility, district facility use, accommodations and other Equal Employment Opportunity matters. The district also provides equal access to district facilities for all youth groups listed in Title 36 of the United States Codes, including scouting groups. The following person has been designated to handle inquiries and complaints regarding unlawful discrimination, harassment, and retaliation: Kathleen Christy, Assistant Superintendent, 440 East 100 South, Salt Lake City, Utah 84111, (801) You may also contact the Office for Civil Rights, Denver, CO, (303) Purchasing rev. 12/08/2014 Page 5 of East 100 South, Salt Lake City, Utah www. slcschools.org Phone: Fax:

13 Agreement # EXHIBIT B SAMPLE MASTER AGREEMENT SALT LAKE CITY SCHOOL DISTRICT BOARD OF EDUCATION AND CONTRACTOR AGREEMENT THIS AGREEMENT is made and entered into this by and between the BOARD OF EDUCATION OF SALT LAKE CITY SCHOOL DISTRICT ( Board ), and ***** ("Contractor"). The Board authorizes Salt Lake City School District ( District ) to implement and execute this Agreement on its behalf. WHEREAS, the District desires to employ Contractor for the purposes hereinafter specified; and Contractor desires to be employed by the District on the terms and conditions hereinafter specified; the District and Contractor for the consideration set forth above, do hereby covenant, promise and agree to the following: ARTICLE I -DEFINITIONS l.1 Contract Documents. The "Contract Documents" consist of this Agreement, together with the District s Terms and Conditions for Professional Services plans, drawings and specifications as they may be modified or amended from time to time, written interpretations of the Contract Documents, directives to be made from time to time by the Architect or the project manager, and change orders which may be issued. The Contract Documents together form the Contract for the Work. The parties hereto intend that the Contract Documents include provision for all labor, materials, equipment, supplies and other items necessary for the execution and completion of the Work and all terms and conditions of payment. 1.2 Work. The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by Contractor to fulfill Contractor's obligations. 1.3 Project. The Project is the total construction of which the Work performed under the Contract Documents may be the entirety or a portion thereof, and which may include construction by the Contractor, sub-contractors or by separate contractors. ARTICLE II -PERFORMANCE OF WORK 2.1 Contractor's Duties. Contractor shall fully perform the following described Work under the direction of the District's duly appointed Architect, Executive Director of Auxiliary Services, or other authorized agent in accordance with the Contract Documents. Provide all labor and materials for the construction of the site improvements. ARTICLE III -CONTRACT PRICE 3. 1 Contract Price. The District agrees to pay the Contractor for the Work the total amount of. The Contract Price is subject to additions or deductions in accordance with the provisions of this Agreement and the Contract Documents. Page 1 of 9

14 ARTICLE IV -PAYMENT OF CONTRACT PRICE 4.l Progress Payments. Not later than the last Friday of each month, the Contractor shall present to the Architect designated in Section 5.1 a statement of the value of that portion of the Work done, including materials in place as of the date of the statement, itemized according to the headings of the specifications which are part of the Contract Documents. Not later than the last Tuesday of the month, the Architect shall present to the District his estimate of the value of said Work and materials in place. The District shall, within ten (10) days thereafter, pay to the Contractor a sum equal to 5% of the Architect's estimate of the Work and materials in place but not yet paid for. The remaining 5% of the Architect's estimate shall be held as retainage until final payment is authorized. The 5% retainage shall become part of the final payment. Progress payments may be withheld in whole or in part if: a. work is found defective and not remedied to the satisfaction of the Architect; b. Contractor fails to make prompt and proper payments to subcontractors; c. Contractor fails to make prompt and proper payments for labor, materials, or equipment furnished by others; d. another contractor or subcontractor is damaged by an act for which Contractor is responsible; e. claims or liens are filed on, against or with respect to the Work; or f. in the opinion of the Architect or the District, the Work is not progressing satisfactorily. 4.2 Failure to Make Progress Payments. If a progress payment is not made by the District, through no fault of Contractor, for a period of thirty (30) days after it becomes due, Contractor may terminate this Agreement, without waiving any other rights to which it may be entitled, by giving the project manager and the Architect thirty (30) days written notice. 4.3 Additional Payment. In addition to the progress payments referred to in Section 4.1 above, the District may, in its own discretion, include in its monthly payment an amount up to, but not exceeding 75% of the Architect's estimated value of materials delivered to the site but not yet incorporated in the Work. Contractor hereby warrants that all material delivered to the site for which payment is made pursuant to this Section 4.3 shall not be removed from the site, provided that if such material is removed, Contractor shall promptly notify the Architect or project manager in writing of such removal and shall fully reimburse the District for all amounts paid for such material pursuant to this section. 4.4 Final Payment. Final payment shall be made to Contractor by the District within thirty (30) days after the later of: (a) full completion of the Work, or (b) the District's final acceptance of the Work as complete. As a condition precedent to final payment, the Contractor shall deliver to the Architect good and sufficient evidence that all claims due and chargeable to the Contractor have been paid. 4.5 Payments not Acceptance. The payment by the District of any or all of the Contract Price shall not be construed to be an acceptance of defective or improper materials or workmanship. ARTICLE V -DESIGNATION OF ARCHITECT: DUTIES AND AUTHORITY 5.1 Designation of Architect. The Architect for the Project is: 5.2 Duties and Authority of Architect. The Architect shall have the following duties and authority under the Contract Documents: Page 2 of 9