Compensation Study & Analysis
- Category:Current RFP's and Bids
- Start Date:08/09/2019 11:30 PM
- Close Date:08/30/2019
REQUEST FOR PROPOSALS (NON-BID)
Compensation Study and Analysis
PROPOSALS DUE: By 4:00 p.m., MST, Wednesday, August 30, 2019
PROJECT NAME: Compensation Study and Analysis
RFP AVAILABLE: August 9, 2019
PROJECT LOCATION: 445 Marsac Avenue, City Hall, Park City, Utah;
PROJECT DESCRIPTION: Park City Municipal Corporation (“PCMC” or “City”) invites proposals from qualified consulting firms to complete a Compensation Study. The City has historically conducted an in-house compensation analysis. This project would include a comprehensive study of positions and compensation, as well as analysis of current compensation design.
The City strives to competitively recruit and retain employees, and to motivate employees to excel in job performance while being good stewards of public resources.
PROJECT DEADLINE: February 28, 2020
OWNER: Park City Municipal Corporation
445 Marsac Avenue
P.O. Box 1480
Park City, UT 84060
CONTACT: Brooke Moss Watters, HR Director
All questions shall be submitted in writing to Brooke Moss Watters via email to email@example.com by 4:00 p.m. on Wednesday, August 28, 2019.
PCMC reserves the right to reject any or all proposals received. Furthermore, the City shall have the right to waive any informality or technicality in proposals received when in the best interest of the City.
In the absence of the project manager, proposals should be dropped off to the City Recorder, located at 445 Marsac Avenue, Third Floor-Executive Department, Park City, UT 84060.
Park City is located in the Wasatch Mountains, and is widely known as a popular ski destination. The City employs 310 Full Time benefitted employees and offers the following City services: Police, water, streets maintenance, parks, transit system, maintenance, recreation, golf, ice rink and a variety of administrative municipal services.
In release of this RFP, the objectives of the City are: perform an examination of the City’s current compensation philosophy, plan, and strategy, and provide recommendations on any changes that may be needed. This will allow the City to attract and retain qualified employees who will be offered competitive compensation packages, and maintain fair salaries. The City will consider modifying where needed to enable the City to maintain this competitive position and continue to retain a talented workforce.
II. Scope of Project
All proposals should include a scope of services, schedule, and fees which contemplate the following, subject to final specification by the Human Resources Director: The proposal is divided into two (2) parts. Applicants are encouraged to provide a scope and pricing for each part individually in one (1) proposal.
Part 1 – Please include costs and fees for all of the following:
1. A review of the City’s current classification and compensation system - Utilizing accepted practices in the management and design of compensation systems, make a recommendation as to the effectiveness of this method and suggest alternatives. Specifically, does the sample currently used make the City competitive enough to retain top talent?
2. Recommend a job ranking structure for comparisons of unique positions. Recommend pay grades, grade pricing and salary range for all classifications.
3. Evaluate the City’s benefit options (health, retirement, etc.) and other pay sources (bonuses, merit pay, etc.).
4. Identify Comparable Markets – review the consistency and comparability of our labor market. Identify data sources from which to pull future data sets. Examine the pros and cons of various organizations and groups. Examine the question in regards to competitiveness within the current market: should private sector be included or solely public sector?
5. Develop and present to Park City Administration recommendations and impact studies including the cost, if any, of implementing the proposed compensation policies with current employees, and the future impact of recommended changes.
6. Examine current practices for potential gender bias within City positions and pay levels. Make a recommendation if necessary.
Part 2– Please include separate costs and fees for all of the following:
1. Prepare a comparative analysis that identifies Park City’s competitive position, which may be different based on the position, and based on that study:
- Provide a recommendation for total salaries and benefits, including the total compensation package of insurance and other benefits (including paid leave), and including a recommended compensation policy; and
- Prepare recommendations for compensation rules and policies, to maintain competitiveness, ensure equity, and position the organization for future development.
If bidder utilizes third parties for completing RFP requirements, list what portion of the RFP will be completed by third parties and the name of the third party.
Responding firms should have significant experience conducting salary surveys and comparative analyses, preferably involving jurisdictions of a range of sizes, including sizes similar to Park City, and offering a set of programs and services that overlaps with the City’s program and services.
Please include all of the following:
- A general overview and history of your company, number of years in business, names of the firm’s chief officers and where you do business. Detail your firm’s experience in providing the services requested herein for similar customers of similar size, with dates of completion, customer name, contact person, and telephone numbers(s).
- Provide a description and overview of your proposed system and services in relation to the needs and objectives of the City as described above.
- References (preferably government and/or local).By providing such references you agree that neither the City nor the clients referenced shall have any liability regarding the provision of such references or the City’s use of such references in making selections under this Request for Proposal.
- Provide a detailed work plan outlining each required task necessary for implementation of the system offered.Include a description of the
implementation methodology to be used and all aspects of the implementation process.
- Tentative schedule for completing work.
The resulting compensation program shall enable the City to competitively recruit employees, motivate employees to excel in job performance, and fit with the organization’s current size and culture. Part time and seasonal are excluded from this project.
Vendors may submit any questions they have about the City or the above information as of 4:00 p.m. MST on Wednesday, August 28, 2019. Please allow at least one (1) business day to receive a response. Responses will be posted on our website.
The City staff will provide the consultant with all relevant information it has pertaining to the City and its operations including existing job descriptions, organizational charts, and relevant sections of the municipal code and City policy. The City may provide additional documents and information, as appropriate.
III. Content of Proposal
Proposals will be evaluated on the criteria listed below.
- Cost - Price may not be the sole deciding factor.
- Thoroughness and understanding of tasks to be completed.
- Time/availability required to accomplish requested services.
Recent public sector experience, preferably in a municipal setting, conducting similar studies.
The nature and extent of requested changes to our standard contract (i.e., unwillingness to comply with our insurance/indemnity provision) counts against a bidder.
Park City Municipal Corporation reserves the right to reject any and all proposals for any reason. Proposals lacking required information will not be considered. All submittals shall be public records in accordance with government records regulations (“GRAMA”) unless otherwise designated by the applicant pursuant to UCA §63G-2-309, as amended. The award of contract will be subject to approval by City Council. If Council approval is needed, it is anticipated that will be heard on September 12, 2019.
IV. Selection Process
Proposals will be evaluated on the factors listed in Section III, Content of Proposal, above.
The selection process will proceed on the following schedule:
A. Proposals are due to Park City by 4:00 p.m., MST, Friday, August 30, 2019, at the Human Resource Office, Attn: Brooke Moss Watters, Human Resources Director, located at 445 Marsac Avenue, Third Floor, P.O. Box 1480, Park City, UT 84060.
B. Selection committee may consist of the following: Human Resources Director, City Manager, City Attorney, Special Counsel, Assistant City Manager, and 2-3 other members of the City’s Management Team.
C. It is anticipated that a decision will be made on or before Friday, September 6, 2019. The HR Director and benefits committee may request interviews with selected firm(s) prior to final award. Proposals should be valid for sixty (60) days from submittal.
V. Park City Municipal Standard Service Provider Agreement (Minor)
A. The successful proposal will be required to enter into Park City’s Provider/Professional Services Agreement (Minor), in its current form, with the City. A draft of the Agreement is attached to this RFP as Exhibit “A” and incorporated herein.
B. ANY INQUIRIES RELATED TO INDEMNIFICATION OR INSURANCE PROVISIONS CONTAINED IN PARK CITY MUNICIPAL CORPORATION’S STANDARD AGREEMENT MUST BE SUBMITTED TO PARK CITY MUNICIPAL CORPORATION NO LATER THAN THE PROPOSAL/SUBMITTAL DEADLINE. PARK CITY MAY, IN ITS SOLE DISCRETION, CONSIDER SUCH INQUIRIES. ANY CHANGES TO PARK’S CITY’S STANDARD INSURANCE AND INDEMNIFICATION PROVISIONS SHALL BE APPROVED IN PARK CITY’S SOLE DISCRETION.
Any service provider who contracts with Park City is required to have a valid Park City business license.
VI. Information to be submitted
To be considered, two (2) copies of the proposal must be received at the Park City Human Resource Office, Attn: Brooke Moss Watters, Human Resources Director, 445 Marsac Avenue, Third Floor, P.O. Box 1480, Park City, UT 84060 by 4:00 p.m., MST, Friday, August 30, 2019.
VII. Preparation of Proposals
A. Failure to Read; Conflict. Failure to Read the Request for Proposal and these instructions will be at the offeror’s own risk. If there is a conflict between the written and numerical amount of the proposal, the numerical amount shall supersede.
B. Cost of Developing Proposals. All costs related to the preparation of the proposals and any related activities are the sole responsibility of the offeror. The City assumes no liability for any costs incurred by offerors throughout the entire selection process.
C. Size Limit. Proposals shall be limited to ten (10) pages.
VIII. Proposal Information
A. Equal Opportunity. The City will make every effort to ensure that all offerors are treated fairly and equally throughout the entire advertisement, review and selection process. The procedures established herein are designed to give all parties reasonable access to the same basic information.
B. Proposal Ownership. All proposals, including attachments, supplementary materials, addenda, etc., shall become the property of the City and will not be returned to the offeror.
C. Rejection of Proposals. Park City Municipal Corporation reserves the right to cancel or modify the terms of this RFP and/or the project at any time and for any reason preceding contract award and reserves the right to accept or reject any or all proposals submitted pursuant to this Request for Proposals. Park City will provide respondents written notice of any cancellation and/or modification. Furthermore, the City shall have the right to waive any informality or technicality in proposals received when in the best interest of the City.
D. No proposal shall be accepted from, or contract awarded to, any person, firm or corporation that is in arrears to the City, upon debt or contract or that is a defaulter, as surety or otherwise, upon any obligation to the City, or that may be deemed irresponsible or unreliable by the City. Offeror may be required to submit satisfactory evidence that they have the necessary financial resources to perform and complete the work outlined in this RFP.
E. PCMC’s policy is, subject to Federal, State and local procurement laws, to make reasonable attempts to support Park City businesses by purchasing goods and services through local vendors and service providers.
F. If bidder utilizes third parties for completing RFP requirements, list what portion of the RFP will be completed by third parties and the name, if known, of the third party.
PARK CITY MUNICIPAL CORPORATION
PROVIDER/PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into as of this _____ day of _______, 20__, by and between PARK CITY MUNICIPAL CORPORATION, a Utah municipal corporation, (“City”), and __________________, a _________________, (“Service Provider”), collectively, the City and the Service Provider are referred to as (“the Parties”).
WHEREAS, the City desires to have certain services and tasks performed as set forth below requiring specialized skills and other supportive capabilities;
WHEREAS, sufficient City resources are not available to provide such services;
WHEREAS, the service provided to the City carries minimal insurance risk; and
WHEREAS, the Service Provider represents that the Service Provider is qualified and possesses sufficient skills and the necessary capabilities, including technical and professional expertise, where required, to perform the services and/or tasks set forth in this Agreement.
NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
The Service Provider shall perform such services and accomplish such tasks, including the furnishing of all materials and equipment necessary for full performance thereof, as are identified and designated as Service Provider responsibilities throughout this Agreement and as set forth in the “Scope of Services” attached hereto as “Exhibit A” and incorporated herein (the “Project”). The total fee for the Project shall not exceed _________________________________.
The City has designated Brooke Moss, or his/her designee as City’s Representative, who shall have authority to act in the City’s behalf with respect to this Agreement consistent with the budget contract policy.
No work shall occur prior to the issuance of a Notice to Proceed which cannot occur until execution of this Agreement, which execution date shall be commencement of the term and the term shall terminate on February 28, 2020 or earlier, unless extended by mutual written agreement of the Parties.
3. COMPENSATION AND METHOD OF PAYMENT.
A. Payments for services provided hereunder shall be made monthly following the performance of such services.
B. No payment shall be made for any service rendered by the Service Provider except for services identified and set forth in this Agreement.
C. For all “extra” work the City requires, the City shall pay the Service Provider for work performed under this Agreement according to the schedule attached hereto as “Exhibit B,” or as subsequently agreed to by both Parties in writing.
D. The Service Provider shall submit to the City Manager or her designee on forms approved by the City Manager, an invoice for services rendered during the pay period. The City shall make payment to the Service Provider within thirty (30) days thereafter. Requests for more rapid payment will be considered if a discount is offered for early payment. Interest shall accrue at a rate of six percent (6%) per annum for services remaining unpaid for sixty (60) days or more.
E. The Service Provider reserves the right to suspend or terminate work and this Agreement if any unpaid account exceeds sixty (60) days.
F. Service Provider acknowledges that the continuation of this Agreement after the end of the City’s fiscal year is specifically subject to the City Council’s approval of the annual budget.
4. RECORDS AND INSPECTIONS.
A. The Service Provider shall maintain books, records, documents, statements, reports, data, information, and other material with respect to matters covered, directly or indirectly, by this Agreement, 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 Agreement, and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement.
B. The Service Provider shall retain all such books, records, documents, statements, reports, data, information, and other material with respect to matters covered, directly or indirectly, by this Agreement for six (6) years after expiration of the Agreement.
C. The Service Provider shall, at such times and in such form as the City may require, make available for examination by the City, its authorized representatives, the State Auditor, or other governmental officials authorized by law to monitor this Agreement all such books, records, documents, statements, reports, data, information, and other material with respect to matters covered, directly or indirectly, by this Agreement. The Service Provider shall permit the City or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The City may, at its discretion, conduct an audit at its expense, using its own or outside auditors, of the Service Provider’s activities, which relate directly or indirectly to this Agreement.
D. The City is subject to the requirements of the Government Records Access and Management Act, Chapter 2, Title 63G, Utah Code Annotated, 1953, as amended and Park City Municipal Code Title 5 (“GRAMA”). All materials submitted by Service Provider pursuant to this Agreement are subject to disclosure unless such materials are exempt from disclosure pursuant to GRAMA. The burden of claiming and exemption form disclosure rests solely with Service Provider. Any materials for which Service Provider claims a privilege from disclosure based on business confidentiality shall be submitted marked as “confidential - business confidentiality” and accompanied by a concise statement from Service Provider of reasons supporting its claim of business confidentiality. Generally, GRAMA only protects against the disclosure of trade secrets or commercial information that could reasonably be expected to result in unfair competitive injury. The City will make reasonable efforts to notify Service Provider of any requests made for disclosure of documents submitted under a claim of confidentiality. Service Provider specifically waives any claims against the City related to any disclosure of materials pursuant to GRAMA.
5. INDEPENDENT CONTRACTOR RELATIONSHIP.
A. The Parties intend that an independent Service Provider/City relationship will be created by this Agreement. No agent, employee, or representative of the Service Provider shall be deemed to be an employee, agent, or representative of the City for any purpose, and the employees of the Service Provider are not entitled to any of the benefits the City provides for its employees. The Service Provider will be solely and entirely responsible for its acts and for the acts of its agents, employees, subcontractors or representatives during the performance of this Agreement.
B. In the performance of the services herein contemplated, the Service Provider is an independent contractor 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 City and shall be subject to the City’s general rights of inspection and review to secure the satisfactory completion thereof.
6. SERVICE PROVIDER EMPLOYEE/AGENTS.
The City may at its sole discretion require the Service Provider to remove an employee(s), agent(s), or representative(s) from employment on this Project. The Service Provider may, however, employ that (those) individuals(s) on other non-City related projects.
7. HOLD HARMLESS INDEMNIFICATION.
A. The Service Provider shall indemnify and hold the City and its agents, employees, and officers, harmless from and shall process and defend at its own expense any and all claims, demands, suits, at law or equity, actions, penalties, losses, damages, or costs, of whatsoever kind or nature, brought against the City arising out of, in connection with, or incident to the execution of this Agreement and/or the Service Provider’s negligent performance or failure to perform any aspect of this Agreement; provided, however, that if such claims are caused by or result from the concurrent negligence of the City, its agents, employees, and officers, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the Service Provider; and provided further, that nothing herein shall require the Service Provider to hold harmless or defend the City, its agents, employees and/or officers from any claims arising from the sole negligence of the City, its agents, employees, and/or officers. The Service Provider expressly agrees that the indemnification provided herein constitutes the Service Provider’s limited waiver of immunity as an employer under Utah Code Section 34A-2-105; provided, however, this waiver shall apply only to the extent an employee of Service Provider claims or recovers compensation from the City for a loss or injury that Service Provider would be obligated to indemnify the City for under this Agreement. This limited waiver has been mutually negotiated by the Parties, and is expressly made effective only for the purposes of this Agreement. The provisions of this section shall survive the expiration or termination of this Agreement.
B. Service Provider does hereby remise, release, forever discharge and covenant not to sue PARK CITY MUNICIPAL CORPORATION, its agents, servants, employees, officers, successors and assigns, and/or heirs, executors and administrators, and also any and all other persons, associations and corporations, whether herein named or referred to or not, and who, together with the above named, may be jointly and severally liable to the Service Provider, of and from any and all, and all manner of, actions and causes of action, rights, suits, covenants, contracts, agreements, judgments, claims and demands whatsoever in law or equity, including claims for contribution, arising from and by reason of any and all KNOWN AND UNKNOWN, FORESEEN AND UNFORESEEN bodily and personal injuries or death, damage to property, and the consequences thereof, which heretofore have been, and which hereafter may be sustained by the Service Provider or by any and all other persons, associations and corporations, whether herein named or referred to or not, from all liability arising out of, in connection with, or incident to the execution of this Agreement
C. No liability shall attach to the City by reason of entering into this Agreement except as expressly provided herein.
The Service Provider shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Service Provider, their agents, representatives, employees, or subcontractors as follows:
A. Workers compensation insurance with limits as required by statutory law. Service Provider shall submit with the signed Provider Service Agreement a certificate of insurance evidencing this coverage to the City.
B. Auto liability insurance with limits as required by statutory law.
C. Professional Liability (Errors and Omissions) insurance (if applicable) with annual limits no less than One Million Dollars ($1,000,000) per occurrence. If written on a claims-made basis, the Service Provider warrants that the retroactive date applicable to coverage precedes the effective date of this Agreement; 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 agreement is complete. Service Provider shall submit with the signed Provider Service Agreement a certificate of insurance evidencing this coverage to the City.
D. Should any of the above described policies be cancelled before the expiration date thereof, Service Provider shall deliver notice to the City within thirty (30) days of cancellation. The City reserves the right to request certified copies of any required policies.
E. The Service Provider’s insurance 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.
9. TREATMENT OF ASSETS.
Title to all property furnished by the City shall remain in the name of the City and the City shall become the owner of the work product and other documents, if any, prepared by the Service Provider pursuant to this Agreement (contingent on City’s performance hereunder).
10. COMPLIANCE WITH LAWS AND WARRANTIES.
A. The Service Provider, in the performance of this Agreement, shall comply with all applicable federal, state, and local laws and ordinances, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of services.
B. Unless otherwise exempt, the Service Provider is required to have a valid Park City business license.
C. The Service Provider specifically agrees to pay any applicable fees or charges which may be due on account of this Agreement.
D. If this Agreement is entered into for the physical performance of services within Utah the Service Provider shall register and participate in E-Verify, or equivalent program. The Service Provider agrees to verify employment eligibility through E-Verify, or equivalent program, for each new employee that is employed within Utah, unless exempted by Utah Code Ann. § 63G-12-302.
E. Service Provider shall be solely responsible to the City for the quality of all services performed by its employees or sub-contractors under this Agreement. Service Provider hereby warrants that the services performed by its employees or sub-contractors will be performed substantially in conformance with the standard of care observed by similarly situated companies providing services under similar conditions.
A. The City is an equal opportunity employer.
B. In the performance of this Agreement, Service Provider will not discriminate against any qualified person in matters of compensation and other terms, privileges, and conditions of employment because of: race, color, religion, sex (including pregnancy, childbirth, pregnancy-related conditions, breastfeeding, or medical conditions related to breastfeeding), national origin, age (40 or older), disability, genetic information, sexual orientation, gender identity, or protected expressions. Service Provider shall take such action with respect to this Agreement as may be required to ensure full compliance with local, State and federal laws prohibiting discrimination in employment.
C. Service Provider will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, color, religion, sex (including pregnancy, childbirth, pregnancy-related conditions, breastfeeding, or medical conditions related to breastfeeding), national origin, age (40 or older), disability, genetic information, sexual orientation, gender identity, or protected expressions.
D. If any assignment or subcontracting has been authorized by the City, said assignment or subcontract shall include appropriate safeguards against discrimination. The Service Provider shall take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein.
A. The Service Provider shall not assign its performance under this Agreement or any portion of this Agreement without the written consent of the City, and it is further agreed that said consent must be sought in writing by the Service Provider not less than thirty (30) days prior to the date of any proposed assignment. The City reserves the right to reject without cause any such assignment. Any assignment made without the prior express consent of the City, as required by this part, shall be deemed null and void.
B. Any work or services assigned hereunder shall be subject to each provision of this Agreement and property bidding procedures where applicable as set forth in local, state or federal statutes, ordinance and guidelines.
C. Any technical/professional service subcontract not listed in this Agreement, must have express advance approval by the City.
D. Each subcontractor that physically performs services within Utah shall submit an affidavit to the Service Provider stating that the subcontractor has used E-Verify, or equivalent program, to verify the employment status of each new employee, unless exempted by Utah Code Ann. § 63G-12-302.
Either party may request changes to the scope of services and performance to be provided hereunder, however, no change or addition to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and signed by both Parties. Such amendments shall be attached to and made part of this Agreement.
14. PROHIBITED INTEREST, NO THIRD PARTY RIGHTS AND NO
GRATUITY TO CITY EMPLOYEES.
- No member, officer, or employee of the City shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.
- Nothing herein is intended to confer rights of any kind in any third party.
- No City employee who has procurement decision making authority and is engaged in the procurement process, or the process of administering a contract may knowingly receive anything of value including but not limited to gifts, meals, lodging or travel from anyone that is seeking or has a contract with the City.
15. MODIFICATIONS TO TASKS AND MISCELLANEOUS PROVISIONS.
A. All work proposed by the Service Provider is based on current government ordinances and fees in effect as of the date of this Agreement.
B. Any changes to current government ordinances and fees which affect the scope or cost of the services proposed may be billed as an “extra” pursuant to Paragraph 3(C), or deleted from the scope, at the option of the City.
C. The City shall make provision for access to the property and/or project and adjacent properties, if necessary for performing the services herein.
A. Either party may terminate this Agreement, in whole or in part, at any time, by at least thirty (30) days written notice to the other party. The Service Provider shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Service Provider shall promptly submit a termination claim to the City. If the Service Provider has any property in its possession belonging to the City, the Service Provider will account for the same, and dispose of it in a manner directed by the City.
B. If the Service Provider fails to perform in the manner called for in this Agreement, or if the Service Provider fails to comply with any other provisions of the Agreement and fails to correct such noncompliance within three (3) days written notice thereof, the City may immediately terminate this Agreement for cause. Termination shall be effected by serving a notice of termination on the Service Provider setting forth the manner in which the Service Provider is in default. The Service Provider will only be paid for services performed in accordance with the manner of performance set forth in this Agreement.
Notice provided for in this Agreement shall be sent by certified mail to the addresses designated for the Parties on the last page of this Agreement. Notice is effective upon the date it was sent, except that a notice of termination pursuant to Paragraph 16 is effective upon receipt. All reference to “days” in this Agreement shall mean calendar days.
18. ATTORNEYS FEES AND COSTS.
If any legal proceeding is brought for the enforcement of this Agreement, or because of a dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover from the other party, in addition to any other relief to which such party may be entitled, reasonable attorney’s fees and other costs incurred in connection with that action or proceeding.
19. JURISDICTION AND VENUE.
A. This Agreement 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 Agreement shall be governed by laws of the State of Utah, both as to interpretation and performance.
B. Any action of law, suit in equity, or judicial proceeding for the enforcement of this Agreement, or any provisions thereof, shall be instituted and maintained only in any of the courts of competent jurisdiction in Summit County, Utah.
20. SEVERABILITY AND NON-WAIVER.
A. If, for any reason, any part, term, or provision of this Agreement 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 the Agreement 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.
C. It is agreed by the Parties that the forgiveness of the non-performance of any provision of this Agreement does not constitute a subsequent waiver of the provisions of this Agreement. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.
21. ENTIRE AGREEMENT.
The Parties agree that this Agreement is the complete expression of the terms hereto and any oral representations or understandings not incorporated herein are excluded. Further, any modification of this Agreement shall be in writing and signed by both Parties. Failure to comply with any of the provisions stated herein shall constitute material breach of contract and cause for termination. Both Parties recognize time is of the essence in the performance of the provisions of this Agreement. It is also agreed by the Parties that the forgiveness of the
non-performance of any provision of this Agreement does not constitute a waiver of the provisions of this Agreement.
IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed the day and year first hereinabove written.
PARK CITY MUNICIPAL CORPORATION
445 Marsac Avenue
Post Office Box 1480
Park City, UT 84060-1480
Diane Foster, City Manager
City Recorder’s Office
Approved as to form:
City Attorney’s Office
Tax ID#: _________________________
PC Business License #:___________
STATE OF UTAH )
COUNTY OF SUMMIT )
On this ____ day of ________________, 20__, personally appeared before me _____________________________, whose identity is personally known to me/or proved to me on the basis of satisfactory evidence and who by me duly sworn/affirmed, did say that he/she is the _________________________ (title or office) of __________________________________, a ___________________________ corporation (or limited liability company), by authority of its Bylaws/Resolution of the Board of Directors (if as to a corporation) or Member Resolution (if as to a limited liability company), and acknowledged that he/she signed it voluntarily for its stated purpose as _______________________ (title) for _______________________________, a _______________ corporation (or limited liability company).