RFP # SUCO202217508 Summit County 1 Summit County Attorney Request for Proposals Outside Litigation Legal Counsel RFP # SUCO202217508 ISSUED: January 13, 2022 CLOSING DATE: February 14, 2022 RFP # Summit County 2 Section 1 – About The RFP I.) TERMS OF AGREEMENT This Request for Proposals (“RFP”) is to contract for Litigation Services (defined below) to be provided to Summit County (the “County”) for the period of three (3) years following Award (defined below). Only attorneys licensed to practice law in the State of Utah and in the federal courts of the United States or law firms including such attorneys may respond to this RFP (the “Bidder(s)”). II.) WRITTEN AGREEMENT The Bidder(s) must be willing to enter into a written service agreement with the County. A binding agreement between the County and the selected Bidder(s) will be dependent upon the negotiation, preparation, and execution of a formal contractual agreement (the “Agreement”). It is expected that this Agreement will be based upon the hourly rate of the attorney or other legal professional working on an assignment broken down into time increments of no more than a quarter of an hour. There will be no retainer as part of this Agreement. Rather, the County will be billed monthly for services rendered (the “Invoices”). Invoices will contain sufficient detail to justify the expenses and fees. The County will pay the Invoices within thirty (30) calendar days of receipt. If Bidder(s) wish to alter any of the conditions present in this RFP, Attachments or Addendums issued, that item must be specifically mentioned in the Proposal with a reasonable alternative presented. III.) STATEMENT OF SERVICES TO BE CONTRACTED The County is seeking litigation legal services in the following practice areas: land use, municipal law, tort liability, regulatory takings, civil rights, employment, EEOC, corrections, law enforcement liability, appellate practice, and contracts (together, the “Litigation Services”). Litigation Services include all aspects of litigation in state and federal courts and administrative proceedings, including but not limited to motions practice, discovery, trial preparation, trial conduct and appeal. While the County prefers to engage one law firm to provide these Litigation Services, the County is open to splitting the provision of legal services between law firms or individual attorneys in the above referenced practice areas. Bidders should have sufficient resources and capacities to render high quality legal services to the County in a timely fashion. The winning Bidder(s) will be working under the direction of the Summit County Attorney. All pleading captions will include the County Attorney and her designated deputies. RFP # SUCO202217508 Summit County 3 Section 2 – Application & Administrative Requirements I.) AVAILABILITY OF FUNDING The Summit County Council (the “Council”) approves an annual budget in December of each year (the “Budget”). The funds allotted to pay Invoices under the Agreement will be approved in the Budget as part of the “Legal Contingency” line item. The Council retains absolute discretion in deciding the amount of annual funding available in the Legal Contingency. II.) MINIMUM QUALIFICATIONS To be eligible to participate in this RFP, potential Bidder(s) must successfully demonstrate in their Proposal how they meet the following minimum requirements: 1) Licensed to practice law in the State of Utah and in the federal courts of the United States. 2) Ability to provide high quality and timely Litigation Services in each of the designated practice areas. III.) SUBMISSION OF PROPOSALS A) Contents 1) Structure of Bidder. Give a narrative overview of the Bidder (a resume of education and experience may be included) such as education, degrees, prior work experience, areas of practice, etc. 2) Legal Experience. Describe the Bidder’s general legal experience, as well as specific legal experience in each practice area of the Litigation Services. 3) Attorney Qualifications. The County anticipates a primary point of contact if the Bidder is a law firm. Please list that person along with his/her professional and educational background. If other attorneys are likely to be assigned, list their names, areas of expertise, and professional and educational backgrounds. Indicate whether any attorney(s) to be assigned to this contract have prior or pending bar complaints against them. 4) References. List at least three (3) clients and their information to which the Bidder has provided services similar to those sought by the County. 5) Pricing. Submit the hourly billing rates for the primary attorney, as well as the hourly billing rates for any other attorneys likely to be utilized. Also include the hourly billing rates for other legal staff, including paralegals that might be utilized. These rates must remain the same for the entire term of the Agreement. Out of pocket expenses such as mailing, copying, mileage, etc. are to be included in the hourly rates and not billed separately.1 6) Insurance. Submit the name and contact information of the Bidder’s legal malpractice insurance carrier and any policy limitations associated therewith. 1 Expert Witness fees and fees for court reporters are not included in the “Pricing.” Expert Witness Fees must be pre-approved by the County prior to their use in any litigation. RFP # Summit County 4 B) Formatting 1) All submissions will be in a single PDF document. 2) Text must be legible. Pages must be typed in black, single-spaced, using a font of Arial (Body CS) 10, with all margins (left, right, top, bottom) at least one inch each. You may use Arial 8 only for charts or tables. 3) You must submit your Proposal and all attached documents in Adobe PDF format or your Proposal will not be reviewed. 4) To ensure equity among Bidders, Proposals have a 20-page limit. C) RFP Submission Packet 1) Proposals must include all required submission components. These components must be submitted in the order detailed below. (a) Cover Letter (i) The Proposal will have a cover letter indicating the Bidder’s willingness to enter into the Agreement with the County, which conforms to all County requirements. The cover letter will include the full name of the Bidder, its legal status (corporation, state of incorporation, partnership, proprietorship, etc.), its business address, a contact email address, and a business telephone number. (ii) The cover letter will be signed, in ink, by a principal of the Bidder who is authorized to execute the Agreement. The name of the principal and his/her business title will be included in the signature element in either type or print. (b) Submission (i) Submission will respond to all content requirements in Section III(A). (ii) Attachment A: Entity Confirmation. All Bidder(s) must fill out and sign the Entity Confirmation (form required). 2) Attachment B: Request for Business Confidentiality (Optional) (a) Form not required. (b) Bidders wishing to claim exemption under Utah’s Government Records Access and Management Act, Utah Code §§ 63G-2-101, et. seq., must complete the Request for Business Confidentiality form and submit as part of the Proposal. 3) Attachment C: Legal Services Agreement (a) Form required. (b) Bidder(s) wishing to propose changes to the attached Legal Services Agreement may do so by redlining the same and include such in the Proposal. IV.) GENERAL PROVISONS FOR THE RFP A) Costs 1) All costs associated with the preparation of the Proposal will be borne by the Bidder. All Proposals become the property of the County. The County will not be responsible for said costs in any event, including, but not limited to, termination of the engagement in whole or in part, or rejection of the Proposal as non-responsive. 2) Bidders bear all costs and expenses related to this RFP including, but not limited to, preparation and delivery of the Proposal and attending the interview. B) Firm Pricing, Quotes, and Proposals 1) All Proposals are to remain firm for a period of one hundred and eighty (180) days after the Closing Date. Any Proposal, which does not offer to remain firm for the period, may be considered to be non-responsive. RFP # SUCO202217508 Summit County 5 C) Receiving Proposals 1) Proposals must be submitted via email to Clay Coleman, Summit County’s Purchasing Officer at [email protected] by 5pm (MST) on Monday, February 14, 2022 or via SciQuest. (https://solutions.sciquest.com/apps/Router/SupplierLogin?CustOrg=StateOfUtah) Late submissions will not be considered only the identity of each Bidder will be made public. If only one Proposal is received in response to this RFP, Summit County Procurement, in coordination with the Summit County Attorney, may recommend an award of a contract to the single Bidder (the “Award”), if the conditions cited above are met. Alternatively, Summit County Procurement may re-solicit for the purpose of obtaining additional proposals. D) Modifying or Withdrawing Proposals 1) Bidders may modify or withdraw their Proposals at any time prior to the Closing Date. Requests to modify a Proposal before the Closing Date shall be made in writing to Summit County Procurement. E) Rejection of Proposals 1) Any Proposal containing significant deviations from the specifications of this RFP shall be considered non-responsive and may be rejected in whole or in part. F) RFP Cancellation 1) This RFP may be cancelled at any time prior to the execution of an Agreement if deemed in the best interests of the County. This includes cancellation of the RFP after an Award has been made, but prior to the execution of a written Agreement. A Bidder is not entitled to recover any costs related to the preparation of the Proposal due to cancellation of the RFP or withdrawal of an Award prior to the execution of a written Agreement. G) Request for Protected Information 1) All documents submitted in response to this RFP will be treated as public records in accordance with GRAMA unless a claim of business confidentiality is submitted per the Request for a Protected Status. If claiming confidentiality, the Bidder shall state its reasons using Attachment B. All such requests will be reviewed by the Summit County Attorney. H) Written Service Contract Required 1) The selected Bidder must agree to all requirements in the RFP unless an exemption is stated in the Proposal. The selected Bidder must also be willing to enter into a written service contract with the County (the “Agreement”). IF YOU WISH TO ALTER THE RFP OR DRAFT LEGAL SERVICES AGREEMENT, THE EXCEPTION MUST BE SPECIFICALLY IDENTIFIED WITH REASONABLE ALTERNATIVES PRESENTED. BIDDER UNDERSTANDS THAT DEVIATIONS FROM THE STANDARD FORM AGREEMENTS ARE MADE AT THE COUNTY’S DISCRETION. Bidders are advised that County is not bound by the terms of the RFP until a written Agreement is fully executed. Any activity taken by a Bidder prior to a written Agreement being fully executed is done at the Bidder’s sole risk. If requesting exceptions, submit the documentation in your Proposal. V.) QUESTION SUBMISSION Questions must be submitted through Summit County Procurement. There is no deadline for questions submission. All questions with responses will be posted on Sciquest on an ongoing basis to all potential Bidders that have expressed an interest in the RFP. Do not contact County officers or employees, or selection committee members. RFP # Summit County 6 RFP # SUCO202217508 Summit County 7 VI.) ASSURANCES All Proposals must contain a written assurance that, should the County offer an Agreement, the selected Bidder will agree to the following items: A) Licensing 1) All applicable federal, state, and local licenses, including bar licenses, must be acquired prior to the execution of the Agreement. Licenses must be maintained at Bidder’s sole cost and expense throughout the contract period. Persons doing business as an Individual, Association, Partnership, Corporation or otherwise shall be registered with the Utah State Department of Corporations. NOTE: Forms and information on registration may be obtained by calling (801) 530-4849 or toll free at (877) 526-3994, or by accessing www.commerce.utah.gov. B) Indemnification 1) Bidder(s) will indemnify, hold harmless and defend Summit County, its officers, agents and employees from and against any and all losses, damages, injuries, liabilities, and claims, including claims for personal injury, death, or other damage to personal property or profits and liens of workmen and material men (suppliers), however allegedly caused, resulting directly or indirectly from, or arising out of, negligent acts or omissions by Bidder(s), its agents, representatives, officers, employees or subcontractors in the performance of the Agreement if awarded to Bidder(s). C) Insurance 1) If awarded the contract, Bidder(s) will, at its sole cost and expense, secure and maintain, during the term of the Agreement, including all renewal or additional terms, legal malpractice insurance coverage with a minimum policy limit of $1,000,000 per occurrence. (a) Policy will be written on a “claims made” form rather than on an “occurrence” form basis and shall: (i) provide full prior acts coverage or have a retroactive date effective before the date of the Agreement; (ii) be maintained for a period of at least three (3) years following the end of the term of the Agreement or contain a comparable “extended discovery” clause; and (iii) contain evidence of current extended discovery coverage. (b) Policy will be issued by insurance companies licensed to do business in the State of Utah and either: (i) Currently rated A- or better by A.M. Best Company; —OR— (ii) Listed in the United States Treasury Department’s current Listing of Approved Sureties (Department Circular 570), as amended. (c) The Bidder(s) shall furnish certificates of insurance, acceptable to the County, verifying compliance with the insurance requirements herein prior to the execution of the Agreement. (d) The Bidder(s) insurance policy shall be primary and non-contributory to any other coverage available to the County. RFP # Summit County 8 (e) Policy shall provide that coverage thereunder shall not be canceled or modified without providing (30) days prior written notice to the County in a manner approved by the County Attorney. (f) In the event Bidder(s) fails to maintain and keep in force any insurance policy as required herein, County shall have the right at its sole discretion to cancel the Agreement. D) Government Records Access and Management Act (GRAMA) 1) County is a governmental entity subject to the Utah Government Records Access and Management Act (“GRAMA”), Utah Code §§ 63G-2-101, et. seq.. As a result, County is required to disclose certain information and materials to the public, upon request. Generally, any document submitted to County is considered a “public record” under GRAMA. Any person who provides to County a record that the person believes to be protected under Utah Code §63G-2-305(1) or (2) shall provide both: (a) a written claim of business confidentiality; and (b) a concise statement of reasons supporting the 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. 2) For your convenience, County has provided a Business Confidentiality Request Form which is attached to this RFP as an Attachment B. All documents submitted in response to this RFP will be treated as public records in accordance with GRAMA, unless a claim of Business Confidentiality has been properly made and approved by the County Attorney’s Office. All proposed costs/pricing/fees submitted to the County shall be considered public record. E) Changes or Modifications 1) Any changes or modification made by the County to the RFP will be made by written addendum. Potential Bidder(s) submitting a Proposal based on any information other than that contained in County’s RFP and any addenda do so at their own risk. F) Independent Contractor 1) Bidder(s) agrees that if it enters into an Agreement with the County, it will be treated as an independent contractor and have no authority, express or implied, to bind the County to any agreements, settlements, liability, or understanding whatsoever with any third party without the express written agreement of the County. G) Free and Competitive Selection 1) Any agreement or collusion among prospective or potential Bidder(s) to fix a price or limit competition shall render the Proposal void. Such conduct is unlawful and subject to criminal sanction. Each Bidder(s) shall certify that no one in its firm or company has either directly or indirectly restrained free and competitive selection, participated in any collusion of the bidding process, or otherwise taken any action unauthorized by the County’s policies and applicable law. H) Laws of the State of Utah 1) The Agreement will be interpreted, construed, and given effect according to the laws of the State of Utah and the Summit County Code. No Agreement will be assigned, in whole or in part, without the express written consent of the County, in its sole and absolute discretion. RFP # SUCO202217508 Summit County 9 RFP # Summit County 10 I) Termination 1) The County may terminate the Agreement at any time it deems such termination to be in the public interest or for public convenience or necessity by giving written notice to the Awarded Bidder at least ninety (90) calendar days prior to the desired termination date. VII.) POINT OF CONTACT All inquiries or questions relating to this RFP must be addressed to Clay Coleman in the Summit County Procurement Office at [email protected]. Phone calls or in person visits are prohibited. Do not contact the Summit County Attorney’s Office. VIII.) SELECTION PROCESS A) Screening 1) Proposals are screened for eligibility and completeness using the minimum requirements stated in the RFP. These preliminary requirements will be strictly enforced. Proposals that do not meet minimum requirements outlined in the RFP will not be considered. B) Review by County Attorney 1) The County Attorney shall select an RFP Selection Committee. 2) The RFP Selection Committee shall review each Proposal, including the fee structure. Proposals shall be scored using the following criteria: (a) Qualifications of the individuals identified (30%) (b) Relevant experience with similar clients and legal matters, including responses from references (30%) (c) Fee structure (40%) (d) Interview, if conducted: Qualifications (20%); Relevant Experience (20%; Interview (20%); and Fee (40%). C) Final Decision 1) Selection decisions will be at the discretion of the County. 2) The County reserves the right to reject any or all Proposals or waive minor irregularities when to do so would be in the best interest of the County. Minor irregularities are those which will not have a significant adverse effect on overall competition, cost or performance. 3) Where the County waives minor irregularities, such waiver shall in no way modify the RFP requirements or excuse the successful Bidder from full compliance with the RFP specifications and other contract requirements if the Bidder is awarded the Agreement. 4) The County reserves the right to not make an Award and to instead solicit additional proposals at a later time. 5) The County reserves the right to make more than one Award and to enter into more than one Agreement from this RFP. 6) Debrief meetings with RFP Selection Committee members is prohibited. However, a Bidder may discuss the RFP process with the chair/facilitator of the RFP Selection Committee at any time. A Bidder may request any public documents from the process, including the winning Proposal and the RFP Selection Committee score sheets after an Award has been made. RFP # SUCO202217508 Summit County 11 Attachment A Entity Confirmation Legal Name of Entity: Doing Business As (if applicable): Address: City State Zip Code RFP Contact Person Telephone Number E-Mail: I certify that to the best of my knowledge the information contained in this proposal is accurate and complete and that I have the legal authority to commit this organization to a contractual agreement. I realize the final funding for any service is based upon funding levels and the approval of the Summit County Council. Enitity's Authorized Representative Date Title or Position with Entity Signature of Authorized Representative Additional Individual to keep informed of the RFP Status. RFP Contact Person Telephone Number E-Mail: RFP # Summit County 12 Attachment B REQUEST FOR PROTECTED STATUS (Business Confidentiality Claims under Utah’s Government Records Access and Management Act (“GRAMA”), Utah Code §§ 63G-2-101 to -901) I request that the described portion of the record provided to Summit County be considered confidential and given protected status as defined in GRAMA. Name: Address: Description of the portion of the record provided to Summit County that you believe qualifies for protected status under GRAMA (identify these portions with as much specificity as possible) (attach additional sheets if necessary): The following reasons support this claim of business confidentiality (please check the box/boxes that apply): ( ) The described portion of the record is a trade secret as defined in Utah Code Ann. § 13-24-2. ( ) The described portion of the record is commercial or non-individual financial information the disclosure of which could reasonably be expected to result in unfair competitive injury to the provider of the information or would impair the ability of the governmental entity to obtain the necessary information in the future and the interest of the claimant in prohibiting access to the information is greater than the interest of the public in obtaining access. ( ) The described portion of the record would cause commercial injury to, or confer a competitive advantage upon a potential or actual competitor of, a commercial project entity as defined in Utah Code Ann. § 11- 13-103(4). REQUIRED: Written statement of reasons supporting a business confidentiality claim as required by Utah Code Ann. § 63G-2-305(1)-(2) (attach additional sheets if necessary): NOTE: Claimant shall be notified if the portion of the record claimed to be protected is classified as public or if the determination is made that the portion of the record should be disclosed because the interests favoring access outweigh the interests favoring restriction of access. Records claimed to be protected under this business confidentiality claim may not be disclosed until the period in which to bring the appeal expires or the end of the appeals process, including judicial appeal, unless the claimant, after notice, has waived the claim by not appealing the classification within thirty (30) calendar days. Utah Code Ann. § 63G-2-309(2). Signature of Claimant: Date: RFP # SUCO202217508 Summit County 13 Attachment C LEGAL SERVICES AGREEMENT This “Agreement” is made and entered this ____ day of _______, 2022, by and among ______________________, whose address is _____________________ (“Special Counsel”) and Summit County, Utah, a political subdivision of the State of Utah (“County”). Special Counsel and the County are individually a “Party,” and collectively, the “Parties.” 1. Term. This Agreement will begin on the date indicated above and will continue until ______________, 2025. 2. Scope. County hereby retains Special Counsel to represent it in litigation (“Litigation”), which includes all aspects of litigation in state and federal courts and administrative proceedings, including but not limited to motions practice, discovery, trial preparation, trial conduct and appeal (the “Litigation Legal Services”). Special Counsel shall only represent the County in Litigation and provide Litigation Legal Services to cases or proceedings in which the County Attorney has assigned the Special Counsel. The County Attorney, as the chief legal officer for the County, is charged with representing the County in legal proceedings with respect to which it has an interest. Special Counsel will report to and work under the direction and control of the County Attorney as provided in this Agreement. The County Attorney, as the chief legal officer of the County, shall retain final authority over all aspects of the Litigation Legal Services, including settlement of claims that affect the County. As provided herein, Special Counsel is authorized to take appropriate legal steps during the course of Litigation to prosecute or defend the County as it pertains to liability, damages, civil penalties, injunctive relief, interest, and restitution/disgorgement of profits and to participate in any settlement negotiations. County will be truthful and cooperative with Special Counsel, disclose to Special Counsel all facts relevant to any Litigation in which it acts as legal counsel, keep Special Counsel reasonably informed of developments, and be reasonably available to attend any necessary meetings, depositions, preparation sessions, hearings and trial. The County designates Margaret H. Olson, County Attorney, as the authorized representative to direct Special Counsel and to be the primary individual to communicate with Special Counsel regarding the subject matter of Special Counsel’s representation of the County under this Agreement. This designation is intended to establish a clear line of authority and to minimize potential uncertainty, but does not preclude communication between Special Counsel and other representatives of the County. Special Counsel shall provide copies of pleadings, discovery requests and responses, and relevant correspondence related to any Litigation to the County Attorney. The County Attorney and her designated deputies shall be listed on all Litigation pleadings. Special Counsel shall consult in advance with and obtain prior approval from the County Attorney concerning all substantive matters related to the Litigation including dispositive motions, selection of consultants and experts, and resolution of the Litigation. The County Attorney agrees to consult in good faith with Special Counsel prior to making a recommendation regarding any such substantive matter. 3. Resources. Special Counsel and the County Attorney will provide sufficient resources, including attorney time, to prosecute the Litigation faithfully and with due diligence. Litigation Legal Services under this Agreement will be performed only by competent personnel under the supervision and in the employment of Special Counsel and County, or retained by Special Counsel as consultants. RFP # Summit County 14 4. Conflicts. The County recognizes that there may be perceived, potential, or actual conflicts of interest if Special Counsel represents other parties who may have interests adverse to the County. The County Attorney is empowered to waive any and all perceived, potential or actual conflicts of interest which may occur as a result of Special Counsel representing other parties. 5. Compensation. The employment of Special Counsel will be on an hourly basis broken down into time increments of no more than a quarter of an hour. There will be no retainer as part of the Agreement. Rather, the County will be billed monthly for services rendered (the “Invoice(s)”). Invoices will contain sufficient detail to justify the Costs (defined below) and Litigation Legal Services Fees (“Fees”), as set forth below (the “Fee Schedule”): __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ The County will pay the Invoices within thirty (30) calendar days of receipt. 6. Costs. It will be necessary for Special Counsel to incur and advance certain court costs and other types of expenses for the County (the “Costs”). These Costs may include, but are not limited to, the following: filing and service fees; costs for investigative services; extraordinary expenses for travel outside the State of Utah or to remote locations within the State of Utah (including air fare, ground transportation, vehicle mileage, lodging and meals); deposition expenses and court reporter fees; outside trial services providers; trial equipment rental and operation fees; preparation of exhibits and graphics; the costs of briefs and transcripts on appeal, and miscellaneous courier expenses. Special Counsel agrees to obtain the consent of the County Attorney prior to incurring these Costs. In addition, it may be necessary to employ expert witnesses. Special Counsel agrees to obtain the consent of the County Attorney prior to the employment of any expert witness. Such expenses shall also be included within Costs. County agrees to reimburse Special Counsel for all reasonable Costs on a monthly basis with such Costs being detailed in a monthly Invoice. The County will pay the Invoices within thirty (30) calendar days of receipt. 7. Order or Agreement for Payment of Attorney’s Fees or Costs by Another Party. If a court orders, or the parties to the dispute agree, that another party shall pay some or all of County’s attorney’s fees, costs, or both, Special Counsel shall be entitled to the greater of (a) the amount of any attorney’s fees and costs awarded by the court or included in the settlement or (b) the Fees and Costs set forth herein. 8. Power of Attorney. County gives Special Counsel a power of attorney to execute all reasonable and necessary documents connected with the handling of the Litigation, including pleadings, contracts, checks or drafts, settlement agreements, compromises and releases, verifications, dismissals and orders, and all other documents that the County could properly execute. Litigation, and any claims arising thereunder, will not be settled without obtaining the County’s express written consent. 9. Assignment. This Agreement may not be assigned by Special Counsel. Special Counsel is expressly employed because of its unique skills, ability and experience and, therefore, it is understood that no substitution or assignment may be made unless the County Attorney expressly approves such substitution or assignment in writing, at her sole and absolute discretion. RFP # SUCO202217508 Summit County 15 10. Attorneys’ Lien. Special Counsel will have a lien to the fullest extent of Utah law for Fees and Costs on all claims and causes of action that are the subject of its representation of the County under this Agreement and on all proceeds of any recovery collected (whether by settlement, arbitration award, Court judgment, or otherwise). 11. Withdrawal of Attorney. Special Counsel may withdraw as permitted under the Rules of Professional Conduct of the State Bar of Utah. The circumstances under which the Rules permit such withdrawal include, but are not limited to, the following: (a) the County consents, (b) the County’s conduct renders it unreasonably difficult for Special Counsel to carry out the employment effectively, or (c) the County fails to pay Fees or Costs as required by this Agreement. If Special Counsel properly withdraws from representing the County because it is required to do so by the Rules of Professional Conduct, the County agrees to compensate Special Counsel for the reasonable value of the Litigation Legal Services provided, plus reimbursement for Costs. In such a situation, both Fees and reimbursement of Costs will be paid by the County to Special Counsel within thirty (30) calendar days following receipt of an Invoice from Special Counsel. 12. Termination by County. County may discharge Special Counsel at any time, with or without cause. If the County discharges Special Counsel, County agrees to compensate Special Counsel for the reasonable value of the Fees incurred plus reimbursement for Costs up until the time of discharge. 13. Settlement. Special Counsel will not settle the Litigation without the express written approval of the County, who will have the absolute right to accept or reject any settlement. Special Counsel will notify the County promptly of the terms of any settlement offer received by Special Counsel. 14. Confidentiality. This Agreement establishes the relationship of attorney-client among the Parties hereto. The attorney-client privilege is held by the County. Special Counsel is to hold all money and property of the County in trust for the County’s benefit, is not to divulge its confidences, and is entitled to the candid cooperation of County employees in all matters related to the Litigation. 15. Disclaimer of Guarantee. Although Special Counsel may offer an opinion about possible results regarding the Litigation, Special Counsel cannot guarantee any particular result. The County acknowledges that Special Counsel has made no promises about the outcome and that any opinion offered by Special Counsel in the future will not constitute a guarantee. 16. No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person or entity other than the Parties and their respective successors-in-interest. 17. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. 18. Business Relationship. This Agreement does not acknowledge the existence of or establish a partnership, joint venture, or any other form of business relationship between the Parties other than as expressly set forth herein, and this Agreement is limited solely to the purposes and interests expressed herein. 19. Severability. If any term or provision of this Agreement shall, to any extent, be determined by a court of competent jurisdiction to be void, voidable, or unenforceable, such void, voidable or unenforceable term or provision shall not affect the enforceability of any other term or provision of this Agreement; and the Parties agree to attempt in good faith to reform such void or unenforceable provision to the extent necessary to render such provision enforceable and to carry out its original intent. RFP # Summit County 16 20. Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, and no statements, promises, or inducements made by any Party or agents of any Party that are not contained in this Agreement shall be binding or valid. Alterations, extensions, supplements or modifications to the terms of this Agreement shall be agreed to in writing by the Parties, incorporated as amendments to this Agreement, and made a part hereof. To the extent of any conflict between the provisions of this Agreement and the provisions of any later agreements, the later agreements shall be controlling. 21. Amendment. This Agreement cannot be altered or amended except pursuant to an instrument in writing executed by the Parties. 22. Further Action. The Parties hereby agree to execute and deliver such additional documents and to take such further action as may become necessary or desirable to fully carry out the provisions and intent of this Agreement. 23. Disputes. a. Negotiation. Upon written notice of any dispute, the Parties shall attempt to resolve it promptly by good faith negotiation between the chief officers of the Parties, who have authority to settle the dispute (the “Negotiation”). The Negotiation should be completed within thirty (30) calendar days. b. Mediation. If the dispute has not been resolved by Negotiation in accordance with Section 23(a), then the Parties shall proceed to mediation unless the Parties at the time of the dispute agree to a different timeframe (the “Mediation”). A “Notice of Mediation” shall be served, signifying that the Negotiation was not successful and to commence the Mediation process. The Parties shall agree on a mediator; however, if they cannot agree within fourteen (14) calendar days, then each Party shall appoint a mediator, and together those two mediators will appoint a third mediator, who shall serve as the sole mediator of the dispute. The Mediation session shall be held within forty-five (45) calendar days of the retention of the mediator, and last for at least one full Mediation day, before any Party has the option to withdraw from the process. The Parties may agree to continue the Mediation process beyond one day, until there is a settlement agreement, or one Party or the mediator states that there is no reason to continue because of an impasse that cannot be overcome and sends a “Notice of Impasse.” All reasonable efforts will be made to complete the Mediation within thirty (30) calendar days of the first Mediation session. During the course of the Mediation, no Party can assert the failure to fully comply with Section 23(a) as a reason not to proceed or to delay the Mediation. The service of the Notice of Mediation shall stay the running of any applicable statute of limitations regarding the dispute until thirty (30) calendar days after the Parties agree that the Mediation is concluded or the mediator or a Party issues a Notice of Impasse. Each side shall bear an equal share of the Mediation costs unless the Parties agree otherwise. c. All communications, both written and oral, during the Negotiation and Mediation are confidential and shall be treated as settlement negotiations for purposes of applicable rules of evidence; however, documents generated in the ordinary course of business prior to the dispute, that would otherwise be discoverable, do not become confidential simply because they are used in the Negotiation and/or Mediation process. d. The Mediation process shall be confidential based on terms acceptable to the mediator and/or mediation service provider. 24. Notice. Any notice required or desired to be given pursuant to this Agreement or otherwise relating to this Agreement shall be in writing, addressed to the Party at the address listed below, and shall be deemed effective: (a) upon personal delivery or actual receipt thereof, or (b) three (3) business days following deposit in the United States Mail, postage prepaid, RFP # SUCO202217508 Summit County 17 certified mail, return receipt requested. To: Summit County Attn: County Attorney 60 N. Main, P.O. Box 128 Coalville, Utah 84017 To: _____________________ Attn: _________________ _____________________ _____________________ Any Party hereto may change its address for the purpose of receiving notices as herein provided by serving written notice given in the manner aforesaid. 25. Disciplinary Action; Disclosure. In the event that any attorney assigned to provide services under this Agreement has a bar complaint filed against him or her, Special Counsel shall immediately disclose such to the County Attorney. The County Attorney, in her absolute discretion, may determine whether said attorney continues to provide Litigation Legal Services hereunder. 26. Applicable Law; Jurisdiction and Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah. 27. Counterparts. It is understood and agreed that this Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes, but all of which shall constitute one and the same Agreement. Any signature on this Agreement transmitted by facsimile or electronically in PDF format or other electronic means (e.g., DocuSign) shall be deemed an original signature and may be used in lieu of the original for all purposes. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date above written. SUMMIT COUNTY ____________________________________ Thomas C. Fisher County Manager ____________________________________ David L. Thomas Chief Civil Deputy RFP # Summit County 18 ____________________________________ ___________________________________ Name:______________________________ Title:_______________________________

Bid Protests Not Available