1-RFP ECSD CONTINUOUS IMPROVEMENT EXPERT (1).pdf

REQUEST FOR PROPOSAL: CONTINUOUS IMPROVEMENT EXPERT

FOR SPRINGBOARD SCHOOL GRANT - Green River High School

Emery County School District Solicitation # 26-005

Notice The Emery County School District (hereafter referred to as “ECSD” or "the District” ) is seeking proposals from the USBE pre-approved Continuous Improvement Expert (CIE) vendors to provide participating schools with focused support to assist with improving student performance and growth in identified areas.

No contact is to be had with any district employees or Board of Education members during the RFP process through contract award regarding the RFP. Contact is to be made through the Purchasing Department only.

This RFP is issued in accordance with State of Utah Procurement Code, Utah Code Annotated (UCA) Chapter 63G-6a, and applicable Rules found in the Utah Administrative Code (UAC). If any provision of this RFP conflicts with the UCA or UAC, the UCA or UAC will take precedence.

Background

Green River High School is a small, rural public secondary school located in Green River, Utah, within the Emery County School District. Serving students in grades 7–12, the school operates in a close-knit community of fewer than 1,000 residents, where all students live in a fully rural setting.

The school’s small size contributes to a low student–teacher ratio, providing the opportunity for more individualized attention and stronger relationships between students and staff. However, like many rural schools, Green River High School faces unique challenges related to limited resources, staffing capacity, and geographic isolation.

Despite these challenges, Green River High School benefits from a strong sense of community, small class sizes, and the potential to implement targeted, personalized interventions. These contextual factors are essential for understanding the school’s current needs and for guiding planning efforts aimed at improving student outcomes.

Utah Code 53E-5-302 directs the state Board, beginning in the 2025-2026 school year, to designate a school as a Springboard school. A Springboard school is a district school that has been designated by the state Board because the school is not a Title I school and, when ranked, averaged over three years as one of the five lowest performing elementary, middle, or junior high schools statewide, or one of the two lowest performing high schools statewide. Green River High School was identified as a recipient of the Springboard School Grant. Springboard Schools are required to complete a needs assessment and submit a school improvement plan (SIP) meeting the provisions of Utah Code 53E-5-303 and 53E-5-304 to the USBE for approval on or before July 1, 2026. In addition, Green River High School will be looking specifically for assistance with 1) Establishing a coherent, school-wide system of rigorous, student-centered instruction. 2) Establishing a school-wide culture that elevates academics as a shared priority by engaging families as partners, addressing student home and environmental barriers, and aligning expectations toward consistent attendance, effort, and mastery of learning.

Purpose The District intends to award a contract for services upon mutual agreement with the successful offeror. It is anticipated that this RFP may result in a contract award to a single contractor.

This RFP is designed to provide interested offerors with sufficient basic information to submit proposals that meet minimum requirements. Still, it is not intended to limit the content of proposals or exclude any relevant or essential data. Offerors are at liberty and are encouraged to expand upon the specifications to evidence service capability under any agreement.

ECSD will not be liable for any costs proposers may incur in the preparation or presentation of this proposal.

Timelines & Budget Notification Date: 4/13/2026 Q&A Deadline Date in BONFIRE: 4/20/2026 at 3 PM (MDT) Proposal Due Date: 4/27/206 at 3 PM (MDT) Final Notification of Award: 4/30/2026 Grant Completion Deadline: 6/30/2029

Proposal Process Proposals shall be submitted with the information required in this RFP. Each section must be labeled, and in the order listed below. Failure to comply may deem proposals non-responsive. As a minimum, proposals must include the following.

Step 1: Minimum Mandatory Requirements:

1. Cover Letter:

The cover letter must consist of:

a. Identification of Offeror, including name, address, and telephone number.

b. Name, title, address, and telephone number of a contact person during the period of the proposal evaluation.

2. Minimum mandatory requirement checklist (Attachment A)

Step 2: Technical Proposal The Technical Proposal should highlight the ability and experience of the proposer to assist ECSD in partnering with Green River High School’s Improvement Committee. This written explanation should highlight the 2 areas below:

1. Establish a coherent, school-wide system of rigorous, student-centered instruction.

2. Establish a school-wide culture that elevates academics as a shared priority by engaging families as partners, addressing student home and environmental barriers, and aligning expectations toward consistent attendance, effort, and mastery of learning.

The proposal must be outlined in such a way that it will allow the merits of the proposal to be evaluated in the context of the amount to be awarded to the vendor. Within the highlighted two areas stated above, the requirements below will be the scoring criteria:

● The proposal includes a clear, comprehensive strategy that directly and explicitly addresses the root causes or primary focus areas as identified in the required needs assessment.

● Proposal includes how the CIE will

○ Partner with the school improvement committee to develop/implement a compliant plan

○ Monitor effectiveness via reliable evaluation (visits, observations, surveys, data, interviews).

○ Provide ongoing implementation support and project management.

● The proposal includes in the scope of work how the expert will provide high-quality, personalized professional learning that builds all three required capacities:

○ Principal leadership

○ Staff instructional capacity

○ Educators’ data-driven strategies (via actionable, embedded practices)

The successful vendor is expected to be awarded no more than $30,000 per year or a total not to exceed $90,000 for the entire contract with ECSD (Green River High School) for the combined years of 2026-2027 (planning and Year 1 of implementation), 2027-2028 (Year 2 of implementation), and 2028-2029 (year 3 of implementation).

We require an outline of how the awarded amount will be utilized per year, using an itemized breakout of tasks to be provided per year, and the resources provided. Please do NOT include costs in the technical proposal. Costs will be submitted separately as part of Attachment B.

Step 3: Cost Proposal Pursuant to Utah Code Annotated (UCA) § 63G-6a-707(7a), the cost proposal will be evaluated independently from the technical proposal, and as such, must be submitted separately from the technical proposal. Offerors must not include costs or pricing data in their responses to the Technical Proposal.

The offeror must upload all completed Cost Proposal forms that are attached to this RFP. The cost proposal form is Attachment B. If an offeror fails to upload the completed cost proposal forms, then its proposal will be considered non-responsive, and the proposal will be rejected.

Failure to submit cost or pricing data separately will result in your proposal being judged as non-responsive and ineligible for contract award.

Proposal Submission Proposals must be submitted electronically, through Utah’s Public Procurement Place (BONFIRE, formerly known as SciQuest or U3P). Upload all documents in the Requested Information section of BONFIRE. When submitting a proposal electronically through BONFIRE, please allow sufficient time to complete the online forms and to upload proposal documents.

The RFP will end at the deadline. If an Offeror is in the middle of uploading a proposal when the deadline arrives, the system will stop the upload process and the proposal will not be accepted by BONFIRE, and the attempted submission will be considered late and ineligible for consideration.

Proposal Questions The Question and Answer period closes on the date and time specified in BONFIRE. All questions must be submitted through BONFIRE during the Question and Answer period.

Answers from ECSD will be posted on BONFIRE. Questions may include notifying ECSD of any ambiguity, inconsistency, scope exception, excessively restrictive requirement, or other errors in this RFP. Questions are encouraged.

Questions may be answered individually or may be compiled into one document. Questions may also be answered via an addendum. An answered question or an addendum may modify the specification or requirements of this RFP. Answered questions and addenda will be posted on BONFIRE. Offerors should periodically check BONFIRE for answered questions and addenda before the closing date. It is the responsibility of the Offerors to submit their proposals as required by this RFP, including any requirements contained in answered questions and/or addenda.

Addendum to RFP If it becomes necessary to revise this RFP in whole or in part, an addendum will be posted on the Utah Public Procurement Place/Bonfire to all document takers.

Evaluation of Proposals

Stage 1: Initial Review In the initial phase of the evaluation process, the conducting procurement unit will review all proposals timely received. Non-responsive proposals not conforming to RFP requirements or unable to meet the mandatory minimum requirements will be eliminated from further consideration.

Stage 2: Technical Proposal Evaluation Responsive proposals, meeting all Mandatory Minimum Requirements, will then be evaluated by an evaluation committee appointed by the conducting procurement unit against the proposal evaluation criteria noted in this RFP. The proposed support outlined by the Offeror will be used for the evaluation, but the actual scope of work will be negotiated further with the Offeror post-award. The Contract will be for a period of one year, renewable each year through the life of the three-year program (ending June 30, 2029). Knowing the types and frequency of services provided throughout the possible 3-year contract will be instrumental in ECSD selecting its CIE provider.

Proposals will be evaluated against the evaluation criteria as follows:

● Responses to establishing a coherent, school-wide system of rigorous, student-centered instruction –40 Points

● Responses to establishing a school-wide culture that elevates academics as a shared priority– 40 Points o Total Technical Proposal Points Possible = 80.

Offerors that achieve a minimum score threshold of 60 points out of a possible 80 will proceed to the Final Stage: Cost Proposal Evaluation. Offerors with a score of less than the minimum required technical points will be deemed non-responsive and ineligible for further consideration.

The evaluation score sheet (attachment C) has been attached to this RFP. The attached evaluation score sheet states the relative weight that will be given to each evaluation criteria.

The evaluation committee, for this RFP, will tally the final scores for criteria other than cost to arrive at a consensus score by the following method: an average of the individual scores.

Stage 3 (Final): Cost Proposal Evaluation Offerors meeting the technical evaluation minimum point threshold advance to the Final Stage:

Cost Proposal Evaluation. There is a total of 20 cost points possible in this stage. Points assigned to each Offeror’s cost proposal will be based on the lowest proposal price.

The Offeror with the lowest total cost will receive 20 points, respectively, which totals 100% of the total cost points awarded. All other Offerors will receive a portion of the total cost points based on the percentage by which their total cost is higher than the total lowest cost. The formula to compute the points is: Cost Points x (Lowest Proposed Price/Proposed Price).

During the evaluation process, the evaluation committee may, with appropriate approval, request best and final offerors as provided for in section 63G-60-707.5 from responsible offerors who submit responsive proposals that meet minimum qualifications, evaluation criteria, or applicable score thresholds identified in the request for proposals.

Contract Award The responsive and responsible offeror with the highest score justified by the procurement code will be awarded a contract.

Length of Contract and Performance Review The Contract will be for a period of one year, renewable each year through the life of the three-year program (ending June 30, 2029) at Green River High School.

The District reserves the right to review contract(s) regularly regarding performance and cost analysis and may negotiate price and service elements during the term of the contract. A review will be performed at the end of school year one (end of the 2026-2027 school year) and year two (at the end of the 2027-2028 school year). We reserve the right to negotiate the subsequent year’s services, agreeable to both parties.

Right of Rejection ECSD reserves the right to reject any proposals or to waive any non-statutory informality. ECSD further reserves the right to make the contract award deemed to be in the best interest of the District. The District’s decision to accept or reject the contract shall be final.

Firm Proposal Proposals must be signed by an official of the firm, if the proposer is a company, authorized to bind the company to a contract. Conditions must be firm for a period of one hundred twenty

(120) days from the due date of this RFP to allow for evaluation of the proposals.

Terms and Conditions Any contract resulting from this RFP will include, but not be limited to, Attachment D: Standard Terms and Conditions. Exceptions and/or additions to the Standard Terms and Conditions are strongly discouraged. However, Offerors requesting exceptions and/or additions to the Standard Terms and Conditions must be submitted with the proposal. Exceptions and/or additions submitted after the date and time for receipt of proposals will not be considered. Offerors may not submit requests for exceptions and/or additions by reference to a vendor’s website or URL.

URLs provided with a proposal may result in that proposal being rejected as non-responsive.

Offerors may submit questions during the Question and Answer period regarding the Standard Terms and Conditions.

ECSD may refuse to negotiate exceptions and/or additions that are determined to be excessive.

Those are inconsistent with similar contracts of the procurement unit; to warranties, insurance, or indemnification provisions that are necessary to protect the procurement unit after consultation with the applicable legal counsel, where the solicitation specifically prohibits exceptions and/or additions; or that are not in the best interest of the procurement unit.

For any proposed change(s), the Offeror must provide the State of Utah’s Standard Terms and Conditions for this solicitation in Microsoft Word format with redline edits. Additional terms or documents must be submitted in separate Microsoft Word documents. The offeror must also provide the name, contact information, and access to the person(s) that will be directly involved in legal negotiations.

Any mandatory acceptance of an Offeror’s terms and conditions may result in the proposal being determined to be non-responsive. An award resulting from this RFP is subject to successful contract terms and conditions negotiation (if required). GRHS may reject a proposal if the offeror who submitted the proposal fails to sign a contract within 90 days after the contract award.

Protected Information Pricing may not be classified as confidential or protected and will be considered public information.

Process for Requesting Non-Disclosure: Any Offeror requesting that a record be protected shall include with the bid a Claim of Business Confidentiality. To protect information under a Claim of

Business Confidentiality, the Offeror provides a written Claim of Business Confidentiality at the time the information (bid) is provided to the state, and

● Include a concise statement of reasons supporting the claim of business confidentiality (Subsection 63G-2-309(1)).

● Submit an electronic “redacted” (excluding protected information) copy of the proposal.

Copy must clearly be marked “Redacted Version.”

An entire bid cannot be identified as “PROTECTED”, “CONFIDENTIAL” or “PROPRIETARY” and shall be considered non-responsive unless the Offeror removes the designation.

Redacted Copy: If an Offeror submits a bid that contains information claimed to be business confidential or protected information, the Offeror MUST submit two separate proposals: one redacted version for public release, with all protected business confidential information either blacked-out or removed, clearly marked as “Redacted Version”; and one non-redacted version for evaluation purposes, clearly marked as “Protected Business Confidential.”

ATTACHMENT A

PASS/FAIL CRITERIA

(Minimum Mandatory Requirements)

RFP CIE SERVICES FOR SPRINGBOARD SCHOOL GRANT

Company Name:

Authorized Representative:

Instructions:

The following are mandatory minimum Pass/Fail criteria (minimum mandatory requirements). A “Y” (yes) or “N” (no) answer must be provided in the answer column for each line item. For your submittal to continue on for consideration, you must answer “Y” or Yes to all questions. Please provide verification of your answers on subsequent pages.

Pass/Fail Criteria Yes or No?

Proposer is on the USBE pre-approved Continuous Improvement Expert company list?

Choose an item.

Proposer can provide a strategy to address the root causes of the Springboard school’s low performance identified through the needs assessment and root cause analysis?

Choose an item.

In partnership with the School Improvement Committee/Guiding Coalition, the proposer can develop and implement a school improvement plan?

Choose an item.

Proposer can facilitate implementation of strategies to effectively respond to the academic and behavioral needs of students in the selected school, or other services that respond to the needs assessment?

Choose an item.

The proposer can develop sustainable school district and school capacities to effectively respond to the academic and behavioral needs of students the selected school, or other services that respond to the needs assessment?

Choose an item.

Attachment B Cost Proposal Form

Continuous Improvement Expert for Springboard School Grant

I (we), the undersigned, hereby propose to furnish all supervision, labor, materials, tools, equipment, supplies, services, insurance, transportation, and other incidental requirements necessary to perform implementation and training, in accordance with the RFP for Continuous Improvement Expert for Springboard School Grant.

A review will be performed at the end of implementation school year one (end of the 2026-2027 school year) and year two (at the end of the 2027-2028 school year). We reserve the right to negotiate the subsequent year’s services, agreeable to both parties.

Staff Title Daily Rate Number of Days Total Est Cost

Year 2026-27 (10 days)

Task

Task

Resources

Year 2027-28 (5 days)

Resources

Year 2028-29 (5 days)

Task

Resources

TOTAL

*Total Cost not to exceed $90,000

All materials submitted become the property of Emery County School District. Materials may be evaluated by anyone designated by the District as part of the bid evaluation committee. Materials submitted may be returned only at the District’s option.

I (we) have read and understand the RFP documents. Furthermore, we are prepared to comply with all requirements contained therein.

Type of Organization: (Corporation, Partnership, Individual, etc.)

Name of Offeror

Title

Authorized Signature

Score will be assigned as follows:

0 = Fail, the proposal fails to address the requirements or criteria or cannot be assessed due to missing information 1 = Poor, the proposal inadequately addresses the requirements or criteria or cannot be assessed due to incomplete information 2 = Unsatisfactory, the proposal addresses the requirements or criteria in an unsatisfactory manner 3 = Satisfactory, the proposal addresses all requirements or criteria in a minimum satisfactory manner 4 = Good, the proposal addresses all requirements or criteria and in some respects exceeds them 5 = Excellent, the proposal addresses and exceeds all of the requirements or criteria

RFP Section Evaluator

Score (0-5) Criteria Weight

% of Tech Criteria

Points Possible Points Earned

1 Prerequisites 0 4 50.0% 40.0 0.0 2 Prerequisites 0 4 50.0% 40.0 0.0

100.0% 80.0 0.0

RFP Section Low Cost Option

Offered Cost

Percent of Total

Points Possible Points Earned

Prerequisites 30% 20.0 0.0

Percent of Total Points

Possible Points Earned

70% 80.0 0.0 30% 20.0 0.0

100% 100.0 0.0Total Evaluation Points Total Cost Evaluation Points Total Technical Evaluation Points

Total Evaluation Points

Stage 2: Cost

The Offeror with the lowest total cost will receive the maximum points of 20 points. Points assigned to each Offeror’s cost proposal will be based on the lowest total cost. The Offeror with the lowest total cost will receive 20 points, or 100% of the total cost points. All other Offerors will receive a portion of the total cost points based on what percentage higher their total cost is than the total lowest cost.

Cost

Technical Category #2 (40 Points): Establishing a school-wide culture that elevates academics as a shared priority Technical Category #1 (40 Points): Establishing a coherent, school-wide system of rigorous, student-centered instruction

Stage 1: Scoreable Evaluation Criteria

ATTACHMENT C

CONTINUOUS IMPROVEMENET EXPERT PROPOSAL SCORE SHEET

Firm Name:

Evaluator:

Date:

SOLICITATION FOR GREEN RIVER HIGH, APRIL 2026

ATTACHMENT D: STATE OF UTAH AGENCY STANDARD TERMS AND CONDITIONS FOR GOODS AND/OR

SERVICES

1. DEFINITIONS: The following terms shall have the meanings set forth below:

a) “Confidential Information” means information that is deemed as confidential under applicable state and federal laws, and personal data as defined in Utah Code 63A-19-101.. The State Entity reserves the right to identify, during and after this Contract, additional reasonable types of categories of information that must be kept confidential under federal and state laws.

b) “Contract” means the Contract Signature Page(s), including all referenced attachments and documents incorporated by reference. The term “Contract” shall include any purchase orders that result from this Contract.

c) “Contract Signature Page(s)” means the State of Utah cover page(s) that the State Entity and Contractor signed.

d) “Contractor” means the individual or entity delivering the Procurement Item identified in this Contract.

The term “Contractor” shall include Contractor’s agents, officers, employees, and partners.

e) “Custom Deliverable” means the Work Product that Contractor is required to deliver to the State Entity under this Contract.

f) “Goods” means all types of tangible personal property, including but not limited to materials, supplies, Custom Deliverable, and equipment that Contractor is required to deliver to the State Entity under this Contract.

g) "Procurement Item" means Goods, a supply, Services, Custom Deliverable, construction, or technology that Contractor is required to deliver to the State Entity under this Contract.

h) “Response” means the Contractor’s bid, proposals, quote, or any other document used by the Contractor to respond to the State Entity’s Solicitation.

i) “Services” means the furnishing of labor, time, or effort by Contractor pursuant to this Contract. Services include those professional services identified in Section 63G-6a-103 of the Utah Procurement Code

j) “Solicitation” means an invitation for bids, request for proposals, notice of a sole source procurement, request for statement of qualifications, request for information, or any document used to obtain bids, proposals, pricing, qualifications, or information for the purpose of entering into this Contract.

k) “State Entity” means the department, division, office, bureau, agency, or other organization identified on the Contract Signature Page(s).

l) “State of Utah” means the State of Utah, in its entirety, including its institutions, agencies, departments, divisions, authorities, instrumentalities, boards, commissions, elected or appointed officers, employees, agents, and authorized volunteers.

m) “Subcontractors” means a person under contract with a contractor or another subcontractor to provide services or labor for design or construction, including a trade contractor or specialty contractor.

n) “Work Product” means every invention, modification, discovery, design, development, customization, configuration, improvement, process, software program, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection) that is specifically made, conceived, discovered, or reduced to practice by Contractor or Contractor’s Subcontractors (either alone or with others) pursuant to this Contract. Work Product shall be considered a work made for hire under federal, state, and local laws; and all interest and title shall be transferred to and owned by the State Entity. Notwithstanding anything in the immediately preceding sentence to the contrary, Work Product does not include any State Entity intellectual property, Contractor’s intellectual property (that it owned or licensed prior to this Contract) or Third-Party intellectual property

2. GOVERNING LAW AND VENUE: This Contract shall be governed by the laws, rules, and regulations of the State of Utah. Any action or proceeding arising from this Contract shall be brought in a court of competent jurisdiction in the State of Utah. Venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County.

3. LAWS AND REGULATIONS: At all times during this Contract, Contractor and all Procurement Items delivered and/or performed under this Contract will comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements. If this Contract is funded by federal funds, either in whole or in part, then any federal regulation related to the federal funding, including CFR Appendix II to Part 200, will supersede this Attachment A.

4. RECORDS ADMINISTRATION: Contractor shall maintain or supervise the maintenance of all records necessary to properly account for Contractor’s performance and the payments made by the State Entity to Contractor under this Contract. These records shall be retained by Contractor for at least six (6) years after final payment, or until all audits initiated within the six (6) years have been completed, whichever is later.

Contractor agrees to allow, at no additional cost, the State of Utah, federal auditors, State Entity staff, or their designees, access to all such records during normal business hours and to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Contract.

5. PERMITS: If necessary Contractor shall procure and pay for all permits, licenses, and approvals necessary for the execution of this Contract.

6. 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, to sole sources that are included within a Request for Proposal, and when Contractor employs any personnel in Utah.

a. Contractor certifies as to its own entity, under penalty of perjury, that Contractor has registered and is participating in the Status Verification System to verify the work eligibility status of Contractor’s new employees that are employed in the State of Utah in accordance with applicable immigration laws.

b. Contractor shall require that each of its Subcontractors certify by affidavit, as to their own entity, under penalty of perjury, that each Subcontractor has registered and is participating in the Status Verification System to verify the work eligibility status of Subcontractor’s new employees that are employed in the State of Utah in accordance with applicable immigration laws.

c. Contractor’s failure to comply with this section will be considered a material breach of this Contract.

7. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of the State Entity or the State of Utah, unless disclosure has been made to the State Entity.

8. INDEPENDENT CONTRACTOR: Contractor and Subcontractors, in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of the State Entity or the State of Utah.

9. CONTRACTOR RESPONSIBILITY: Contractor is solely responsible for fulfilling the contract, with responsibility for all Procurement Items delivered and/or performed as stated in this Contract. Contractor shall be the sole point of contact regarding all contractual matters. Contractor must incorporate Contractor’s responsibilities under this Contract into every subcontract with its Subcontractors that will provide the Procurement Item(s) to the State Entity under this Contract. Moreover, Contractor is responsible for its Subcontractors compliance under this Contract.

10. INDEMNITY: Contractor shall be fully liable for the actions of its agents, employees, officers, partners, and Subcontractors, and shall fully indemnify, defend, and save harmless the State Entity and the State of Utah from all claims, losses, suits, actions, damages, and costs of every name and description arising out of Contractor’s performance of this Contract to the extent caused by any intentional wrongful act or negligence of Contractor, its agents, employees, officers, partners, or Subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss, or damage arising hereunder due to the fault of the State Entity. The parties agree that if there are any limitations of the Contractor’s liability, including a limitation of liability clause for anyone for whom the Contractor is responsible, such limitations of liability will not apply to injuries to persons, including death, or to damages to property.

11. EMPLOYMENT PRACTICES: Contractor agrees to abide by the following federal and state employment laws, including: (i) Title VI and VII of the Civil Rights Act of 1964 (42 U.S.C. 2000e), which prohibits discrimination against any employee or applicant for employment or any applicant or recipient of services on the basis of race, religion, color, or national origin; (ii) Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex; (iii) 45 CFR 90, which prohibits discrimination on the basis of age; (iv) Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990, which prohibits discrimination on the basis of disabilities; and (v) Utah's Executive Order 2019-1, dated February 5, 2019, which prohibits unlawful harassment in the workplace. Contractor further agrees to abide by any other laws, regulations, or orders that prohibit the discrimination of any kind by any of Contractor’s employees.

12. AMENDMENTS: This Contract may only be amended by the mutual written agreement of the parties, provided that the amendment is within the Scope of Work of this Contract and is within the scope/purpose of the original solicitation for which this Contract was derived. The amendment will be attached and made part of this Contract. Automatic renewals will not apply to this Contract, even if listed elsewhere in this Contract.

13. DEBARMENT: Contractor certifies that it is not presently nor has ever been debarred, suspended, proposed for debarment, or declared ineligible by any governmental department or agency, whether international, national, state, or local. Contractor must notify the State Entity within thirty (30) days if debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any contract by any governmental entity during this Contract.

14. TERMINATION: This Contract may be terminated, with cause by either party, in advance of the specified expiration date, upon written notice given by the other party. The party in violation will be given ten (10) days after written notification to correct and cease the violations, after which this Contract may be terminated for cause immediately and subject to the remedies below. This Contract may also be terminated without cause (for convenience), in advance of the specified expiration date, by the State Entity, upon thirty (30) days written termination notice being given to the Contractor. The State Entity and the Contractor may terminate this Contract, in whole or in part, at any time, by mutual agreement in writing.

On termination of this Contract, all accounts and payments will be processed according to the financial arrangements set forth herein for approved and conforming Procurement Items ordered prior to date of termination. In no event shall the State Entity be liable to the Contractor for compensation for any Good neither requested nor accepted by the State Entity. In no event shall the State Entity’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the State Entity for any damages or claims arising under this Contract.

15. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW: Upon thirty (30) days written notice delivered to the Contractor, this Contract may be terminated in whole or in part at the sole discretion of the State Entity, if the State Entity reasonably determines that: (i) a change in Federal or State legislation or applicable laws materially affects the ability of either party to perform under the terms of this Contract; or (ii) that a change in available funds affects the State Entity’s ability to pay under this Contract. A change of available funds as used in this paragraph includes, but is not limited to a change in Federal or State funding, whether as a result of a legislative act or by order of the President or the Governor.

If a written notice is delivered under this section, the State Entity will reimburse Contractor for the Procurement Item(s) properly ordered and/or services properly performed until the effective date of said notice. The State Entity will not be liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of said written notice.

16. SALES TAX EXEMPTION: The Procurement Item(s) under this Contract will be paid for from the State Entity’s funds and used in the exercise of the State Entity’s essential functions as a State of Utah entity. Upon request, the State Entity will provide Contractor with its sales tax exemption number. It is Contractor’s responsibility to request the State Entity’s sales tax exemption number. It also is Contractor’s sole responsibility to ascertain whether any tax deduction or benefits apply to any aspect of this Contract.

17. WARRANTY OF PROCUREMENT ITEM(S): Contractor warrants, represents and conveys full ownership and clear title, free of all liens and encumbrances, to the Procurement Item(s) delivered to the State Entity under this Contract. Contractor warrants for a period of one (1) year that: (i) the Procurement Item(s) perform according to all specific claims that Contractor made in its Response; (ii) the Procurement Item(s) are suitable for the ordinary purposes for which such Procurement Item(s) are used; (iii) the Procurement Item(s) are suitable for any special purposes identified in the Contractor’s Response; (iv) the Procurement Item(s) are designed and manufactured in a commercially reasonable manner; (v) the Procurement Item(s) are manufactured and in all other respects create no harm to persons or property; and (vi) the Procurement Item(s) are free of defects.

Unless otherwise specified, all Procurement Item(s) provided shall be new and unused of the latest model or design.

Remedies available to the State Entity under this section include, but are not limited to, the following: Contractor will repair or replace Procurement Item(s) at no charge to the State Entity within ten (10) days of any written notification informing Contractor of the Procurement Item(s) not performing as required under this Contract. If the repaired and/or replaced Procurement Item(s) prove to be inadequate, or fail its essential purpose, Contractor will refund the full amount of any payments that have been made. Nothing in this warranty will be construed to limit any rights or remedies the State Entity may otherwise have under this Contract.

18. CONTRACTOR’S INSURANCE RESPONSIBILITY. The Contractor shall maintain the following insurance coverage:

a. Workers’ compensation insurance during the term of this Contract for all its employees and any Subcontractor employees related to this Contract. Workers’ compensation insurance shall cover full liability under the workers’ compensation laws of the jurisdiction in which the work is performed at the statutory limits required by said jurisdiction.

b. Commercial general liability [CGL] insurance from an insurance company authorized to do business in the State of Utah. The limits of the CGL insurance policy will be no less than one million dollars ($1,000,000.00) per person per occurrence and three million dollars ($3,000,000.00) aggregate.

c. Commercial automobile liability [CAL] insurance from an insurance company authorized to do business in the State of Utah. The CAL insurance policy must cover bodily injury and property damage liability and be applicable to all vehicles used in your performance of services under this Agreement whether owned, non-owned, leased, or hired. The minimum liability limit must be $1 million per occurrence, combined single limit. The CAL insurance policy is required if Contractor will use a vehicle in the performance of this Contract.

d. Other insurance policies required in the Solicitation.

Certificate of Insurance, showing up-to-date coverage, shall be on file with the State Entity before the Contract may commence.

The State reserves the right to require higher or lower insurance limits where warranted. Failure to provide proof of insurance as required will be deemed a material breach of this Contract. Contractor’s failure to maintain this insurance requirement for the term of this Contract will be grounds for immediate termination of this Contract.

19. RESERVED.

20. PUBLIC INFORMATION: Contractor agrees that this Contract, related purchase orders, related pricing documents, and invoices will be public documents and may be available for public and private distribution in accordance with the State of Utah’s Government Records Access and Management Act (GRAMA). Contractor gives the State Entity and the State of Utah express permission to make copies of this Contract, related sales orders, related pricing documents, and invoices in accordance with GRAMA. Except for sections identified in writing by Contractor and expressly approved by the State of Utah Division of Purchasing and General Services, Contractor also agrees that the Contractor’s Response will be a public document, and copies may be given to the public as permitted under GRAMA. The State Entity and the State of Utah are not obligated to inform Contractor of any GRAMA requests for disclosure of this Contract, related purchase orders, related pricing documents, or invoices.

21. DELIVERY: All deliveries under this Contract will be F.O.B. Destination Freight Prepaid and Allowed, unless specifically negotiated otherwise and explicitly written in this contract, with all transportation and handling charges paid for by Contractor. Responsibility and liability for loss or damage will remain with Contractor until final inspection and acceptance when responsibility will pass to the State Entity, except as to latent defects or fraud. Contractor shall strictly adhere to the delivery and completion schedules specified in this Contract.

22. ACCEPTANCE AND REJECTION: The State Entity shall have thirty (30) days after delivery of the Procurement Item(s) to perform an inspection of the Procurement Item(s) to determine whether the Procurement Item(s) conform to the standards specified in the Solicitation and this Contract prior to acceptance of the Procurement Item(s) by the State Entity.

If Contractor delivers nonconforming Procurement Item(s), the State Entity may, at its option and at Contractor’s expense: (i) return the Procurement Item(s) for a full refund; (ii) require Contractor to promptly correct or replace the nonconforming Procurement Item(s); or (iii) obtain replacement Procurement Item(s) from another source, subject to Contractor being responsible for any cover costs. Contractor shall not redeliver corrected or rejected Procurement Item(s) without: first, disclosing the former rejection or requirement for correction; and second, obtaining written consent of the State Entity to redeliver the corrected Procurement Item(s). Repair, replacement, and other correction and redelivery shall be subject to the terms of this Contract.

23. INVOICING: Contractor will submit invoices within thirty (30) days of the delivery date of the Procurement Item(s) to the State Entity. The contract number shall be listed on all invoices, freight tickets, and correspondence relating to this Contract. The prices paid by the State Entity will be those prices listed in this Contract, unless Contractor offers a prompt payment discount within its Response or on its invoice. The State Entity has the right to adjust or return any invoice reflecting incorrect pricing.

24. PAYMENT: Payments are to be made within thirty (30) days after a correct invoice is received. All payments to Contractor will be remitted by mail, electronic funds transfer, or the State of Utah’s Purchasing Card (major credit card). If payment has not been made after sixty (60) days from the date a correct invoice is received by the State Entity, then interest may be added by Contractor as prescribed in the Utah Prompt Payment Act. The acceptance by Contractor of final payment, without a written protest filed with the State Entity within ten (10) business days of receipt of final payment, shall release the State Entity and the State of Utah from all claims and all liability to the Contractor. The State Entity’s payment for the Procurement Item(s) and/or services shall not be deemed an acceptance of the Procurement Item(s) and is without prejudice to any and all claims that the State Entity or the State of Utah may have against Contractor. The State of Utah and the State Entity will not allow the Contractor to charge end users electronic payment fees of any kind.

25. INDEMNIFICATION RELATING TO INTELLECTUAL PROPERTY: Contractor will indemnify and hold the State Entity and the State of Utah harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities, and costs in any action or claim brought against the State Entity or the State of Utah for infringement of a third-party’s copyright, trademark, trade secret, or other proprietary right. The parties agree that if there are any limitations of Contractor’s liability, such limitations of liability will not apply to this section.

26. OWNERSHIP IN INTELLECTUAL PROPERTY: The State Entity and Contractor each recognizes that each has no right, title, or interest, proprietary or otherwise, in the intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. All Procurement Item(s), documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Contractor prior to the execution of this Contract, but specifically manufactured under this Contract shall be considered work made for hire, and Contractor shall transfer any ownership claim to the State Entity.

27. OWNERSHIP IN CUSTOM DELIVERABLES: In the event that Contractor provides Custom Deliverables to the State Entity, pursuant to this Contract, Contractor grants the ownership in Custom Deliverables, which have been developed and delivered by Contractor exclusively for the State Entity and are specifically within the framework of fulfilling Contractor’s contractual obligations under this contract. Custom Deliverables shall be deemed work made for hire, such that all intellectual property rights, title and interest in the Custom Deliverables shall pass to the State Entity, to the extent that the Custom Deliverables are not recognized as work made for hire, Contractor hereby assigns to the State Entity any and all copyrights in and to the Custom Deliverables, subject to the following:

1. Contractor has received payment for the Custom Deliverables,

2. Each party will retain all rights to patents, utility models, mask works, copyrights, trademarks, trade secrets, and any other form of protection afforded by law to inventions, models, designs, technical information, and applications (“Intellectual Property Rights”) that it owned or controlled prior to the effective date of this contract or that it develops or acquires from activities independent of the services performed under this contract (“Background IP”), and

3. Contractor will retain all right, title, and interest in and to all Intellectual Property Rights in or related to the services, or tangible components thereof, including but not limited to (a) all know-how, intellectual property, methodologies, processes, technologies, algorithms, software, or development tools used in performing the services (collectively, the “Utilities”), and (b) such ideas, concepts, know-how, processes and reusable reports, designs, charts, plans, specifications, documentation, forms, templates, or output which are supplied or otherwise used by or on behalf of Contractor in the course of performing the services or creating the Custom Deliverables, other than portions that specifically incorporate proprietary or Confidential Information or Custom Deliverables of the State Entity (collectively, the “Residual IP”), even if embedded in the Custom Deliverables.

4. Custom Deliverables, not including Contractor’s Intellectual Property Rights, Background IP, and Residual IP, may not be marketed or distributed without written approval by the State Entity.

Contractor agrees to grant to the State Entity a perpetual, irrevocable, royalty-free license to use Contractor’s Background IP, Utilities, and Residual IP, as defined above, solely for the State Entity and the State of Utah to use the Custom Deliverables. The State Entity reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use, for the State Entity’s and the State of Utah’s internal purposes, such Custom Deliverables. For the Procurement Item(s) delivered that consist of Contractor’s scripts and code and are not considered Custom Deliverables or Work Product, for any reason whatsoever, Contractor grants the State Entity a non-exclusive, non-transferable, irrevocable, perpetual right to use, copy, and create derivative works from such, without the right to sublicense, for the State Entity’s and the State of Utah’s internal business operation under this Contract. The State Entity and the State of Utah may not participate in the transfer or sale of, create derivative works from, or in any way exploit Contractor’s Intellectual Property Rights, in whole or in part.

28. ASSIGNMENT: Contractor may not assign, sell, transfer, subcontract or sublet rights, or delegate any right or obligation under this Contract, in whole or in part, without the prior written approval of the State Entity.

29. REMEDIES: Any of the following events will constitute cause for the State Entity to declare Contractor in default of this Contract: (i) Contractor’s non-performance of its contractual requirements and obligations under this Contract; or (ii) Contractor’s material breach of any term or condition of this Contract. The State Entity may issue a written notice of default providing a ten (10) day period in which Contractor will have an opportunity to cure. Time allowed for cure will not diminish or eliminate Contractor's liability for damages. If the default remains after Contractor has been provided the opportunity to cure, the State Entity may do one or more of the following:

(i) exercise any remedy provided by law or equity; (ii) terminate this Contract; (iii) impose liquidated damages, if liquidated damages are listed in this Contract; (iv) debar/suspend Contractor from receiving future contracts from the State Entity or the State of Utah; or (v) demand a full refund of any payment that the State Entity has made to Contractor under this Contract for Procurement Item(s) that do not conform to this Contract.

30. FORCE MAJEURE: Neither party to this Contract will be held responsible for delay or default caused by fire, riot, act of God, and/or war which is beyond that party's reasonable control. The State Entity may terminate this Contract after determining such delay will prevent successful performance of this Contract.

31. CONFIDENTIALITY: If Contractor has access to or processes Confidential Information, Contractor shall: (i) advise its agents, officers, employees, partners, and Subcontractors of the obligations set forth in this Contract; (ii) keep all Confidential…