TERMS AND CONDITIONS

1. Insurance Requirements

1.1 Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors.

1.2 The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The Library in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this contract by the Contractor, his agents, representatives, employees, or subcontractors, and Contractor is free to purchase additional insurance as may be determined necessary.

2. Minimum Scope and Limits of Insurance

2.1 Contractor shall provide coverage with limits of liability not less than those stated below.

2.2 Commercial General Liability (CGL) insurance shall be required with the Library named as an additional insured. The minimum amount shall be $1,000,000 per occurrence, with a general aggregate of $2,000,000 and $2,000,000 products and completed operations aggregate. These limits can be covered either under a CGL insurance policy alone, or a combination of a CGL insurance policy and an excess insurance policy. The policy shall protect the Library, Contractor, and any subcontractor from claims for damages for personal injury, including accidental death, and from claims for property damage that may arise from Contractor’s operations under this Agreement, whether performed by Contractor itself, any subcontractor, or anyone directly or indirectly employed by either of them. Such insurance shall provide coverage for premises operations, acts of independent Contractors, and completed operations. The minimum limits and coverage of liability insurance shall not limit Contractor’s indemnification obligations hereunder.

The certificate and policy shall provide that coverage thereunder shall not be canceled or modified without at least thirty (30) days prior written notice to the Library. Such policy shall name the Library as an additional insured.

2.3 Worker’s Compensation and employer’s liability insurance shall be provided in an amount sufficient under Utah law to cover all of Contractor’s employees employed on the Project. In the event Contractor subcontracts any work on the Project, Contractor shall require its subcontractor(s) to provide worker’s compensation insurance for all of the latter’s employees, unless a waiver of coverage is allowed and acquired pursuant to Utah law. The certificate and policy shall provide that coverage thereunder shall not be canceled or reduced without at least thirty (30) days prior written notice to the Library.

2.4 If vehicles are used in the performance of the Services, Commercial automobile liability insurance that provides coverage for owned, hired, and non-owned automobiles shall be required in the minimum amount of $1,000,000 per occurrence. Alternatively, Contractor may obtain liability insurance that provides coverage for scheduled automobiles in the minimum amount of $1,000,000 per occurrence, with the understanding that only those scheduled automobiles shall be used when performing Contractor’s obligations under this agreement. The insurance certificate and policy shall provide that coverage thereunder shall not be canceled or modified without at least thirty (30) days written notice to the Library. Such policy shall name the Library as an additional insured. Policy must contain a waiver of subrogation endorsement in favor of the Library and its officers, officials, agents, and employees for losses arising from work performed by or on behalf of the contractor.

2.5 Professional liability insurance in the minimum amount of $1,000,000 per claim made with a $1,000,000 annual aggregate limit shall be required. Such policy will list the Library as an Additional Insured and provide a Waiver of Subrogation in favor of the Library.

2.6 Cyber Risk Insurance, subject to a limit of at least $1,000,000 per claim, shall be maintained for the duration of this Agreement and three years following its termination, to respond to privacy and network security liability claims including, but not limited to:

2.6.1 Liability arising from theft, dissemination, and/or use of Salt Lake Public Library confidential information, including, but not limited to, bank, credit card account, and personally identifiable information such as name, address, and social security numbers, regardless of how the information is stored or transmitted.

2.6.2 Network security liability arising from unauthorized access to, use of, or tampering with computer systems, including hacker attacks, or the inability of an authorized third party to gain access to supplier systems and/or Salt Lake City Public Library data, including denial of service, unless caused by a mechanical or electrical failure.

2.6.3 Liability arising from the introduction of a computer virus into, or otherwise causing damage to, a customer's or third person’s computer, computer system, network, or similar computer-related property and the data, software, and programs thereon.

2.6.4 Crisis-management expenses, including notification, public relations, reputation damage, and forensics, shall be covered for a data breach.

2.6.5 Cyber Risk Insurance lists the Library as an Additional Insured and provides a Waiver of Subrogation in favor of the Library.

2.7 If any insurance coverage required herein is written on a “claims-made” form rather than on an “occurrence” form, the policy shall provide full prior acts coverage or have a retroactive date effective before the date of this Agreement and be maintained for a period of three (3) years following the end of the term of this Agreement or contain a comparable “extended discovery” clause for “tail coverage.”

2.8 All policies of insurance provided shall be issued by insurance companies licensed to do business in the State of Utah and either rated with an A- or better rating in the most current edition of Best’s Key Rating Guide Property-Casualty United States, or listed in the United States Treasury Department’s current Listing of Approved Sureties (Department Circular 570, as amended).

2.9 Offeror shall furnish certificates of insurance, acceptable to the Library, verifying the foregoing concurrent with the execution of this contract, at each renewal, and thereafter as required.

2.10 In the event that governmental immunity limits are subsequently altered by legislation or judicial opinion, the Contractor shall be required to provide a new certificate of insurance within thirty (30) days of being notified thereof in writing by the Library, certifying coverage in compliance with the modified limits or, if no new limits are specified, in such an amount as may be acceptable to the Salt Lake City Attorney.

3. Notice of Cancellation

3.1 Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shall not be suspended, voided, canceled, reduced in coverage, or endorsed to lower limits except after thirty (30) days prior written notice has been given to the Library.

3.2 Such notice shall be sent directly to the Salt Lake City Public Library Finance Department, Procurement & Contracts Manager, at the address as shown on this RFP, and shall be sent by certified mail, return receipt requested.

4. Contractual Type, Term and Renewal

4.1 The term of this Contract is based on the completion of the defined project and shall commence upon execution of the agreement(s) governing this project. The Contract shall remain in effect until all work has been completed in accordance with the Scope of Work, or as otherwise mutually agreed upon in writing by both parties. All services and deliverables shall be provided within the timeframe set forth in the approved project schedule.

4.2 The Contract shall become effective upon execution of the agreement(s) governing this project, provided it has been approved by the Library’s Chief Executive Officer (CEO) or Board of Directors, as applicable. The Contract shall remain in effect unless terminated, canceled, or extended as otherwise provided herein.

4.3 In the event that the Library exercises such rights, all terms, conditions, and provisions of the original contract shall remain the same and apply during the renewal period with the possible exception of rate adjustments and minor scope additions and/or deletions which may be agreed upon.

5. Rate Adjustments

5.1 Any request for rate adjustments must be fully documented and submitted in writing during the term of the contract.

5.2 The Library will only consider rate adjustments if unforeseen conditions arise that materially impact the cost of performance, and only upon mutual agreement by both parties.

5.3 The Contractor shall provide clear justification for any proposed adjustment, including supporting documentation tied to verifiable industry standards or market conditions.

5.4 Any approved adjustment must be documented through a written amendment signed by authorized representatives of both parties. No rate adjustment shall take effect without prior written approval from the Library’s Chief Executive Officer.

6. Guaranteed Pricing Period

6.1 Pricing must be guaranteed through implementation and at least one (1) year of service.

7. Contract Amendments

7.1 This Contract shall be modified only by a written contract amendment signed by persons duly authorized to enter into contracts on behalf of the Library and the Contractor.

8. Assignment

8.1 Offeror shall not assign any obligation under this Agreement without the Library’s written consent, which may be withheld in the Library’s sole discretion.

9. Subcontractor Agreements

9.1 All services required hereunder will be performed by the Offeror or under its supervision, and all personnel engaged in providing the services shall be fully qualified and shall be authorized or permitted under state and local law to perform such services.

9.2 Any subcontractors engaged by Offeror to complete the Scope of Services must be approved (and have their fees approved) by the Library in writing prior to that subcontractor performing any services under this Agreement.

10. Employment Practices

10.1 Contractor agrees to abide by the following employment laws:

10.1.1 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. Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex. 45 CFR 90, which prohibits discrimination on the basis of age. Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990, which prohibits discrimination on the basis of disabilities. The Utah Immigration Accountability and Enforcement Act. Utah's Executive Order, dated December 13, 2006, which prohibits unlawful harassment in the workplace.

10.1.6 Contractor further agrees to abide by any other laws, regulations, or orders that prohibit the discrimination of any kind by any of Contractor’s employees.

10.1.7 Contractor agrees that any violation of applicable federal, state, county, and municipal shall constitute a breach of this Agreement and Contractor shall hold the Library harmless from any and all liability arising out of, or in connection, such violations, including any attorney’s fees and costs incurred by the Library as a result of such violations.

11. Certificates, Licenses, and Permits

11.1 The successful Contractor shall possess all necessary and valid licenses and certificates required for performance of the work specified herein.

11.2 Current copies of all applicable licenses and certificates shall be provided to the Library within twenty-four (24) hours upon demand at any time prior to and during the contract term.

11.3 The successful Contractor shall obtain all necessary permits required by Salt Lake City Building Services for any work performed that shall require permits prior to work commencing.

12. Quality of Work

12.1 The Contractor shall be responsible for the professional quality and technical accuracy of the services provided under this contract.

12.2 The Contractor shall perform the services under this contract in accordance with generally accepted professional and industry standards. All services shall conform to and be in compliance with applicable federal, state, and local statutes, rules, codes, laws, ordinances, regulations, and restrictions.

13. Sales Tax Exemption

13.1 Goods purchased under this Agreement will be paid for from the Library’s funds and used in the exercise of the Library’s essential functions. Upon request, the Library will provide

Contractor with its sales tax exemption number. It is the Contractor's responsibility to request the Library’s sales tax exemption number. It also is the Contractor's sole responsibility to ascertain whether any tax deduction or benefits apply to any aspect of this Agreement or any resulting purchases.

14. Warranty

14.1 Contractor warrants, represents, and conveys full ownership and clear title, free of all liens and encumbrances, to the Goods delivered to the Library under this Agreement.

14.2 Contractor warrants for a period of one (1) year that:

(a) The Goods perform according to all specific claims that Contractor made in its Proposal to the Solicitation.

(b) The Goods are suitable for the ordinary purposes for which such Goods are used.

(c) The Goods are suitable for any special purposes identified in the Proposal and the Solicitation.

(d) The Goods are designed and manufactured in a commercially reasonable manner.

(e) The Goods are manufactured and in all other respects create no harm to persons or property.

(f) The Goods are free of defects. Unless otherwise specified in this Contract, all Goods provided shall be new and unused of the latest model or design.

14.3 Remedies available to the Library under this section include, but are not limited to, the following: Contractor will repair or replace Goods at no charge to the Library within ten (10) days of any written notification informing Contractor of the Goods not performing as required under this Agreement. If the repaired and/or replaced Goods prove to be inadequate, or fail their essential purpose, the 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 Library may otherwise have under this Agreement.

15. Delivery

15.1 Time is of the essence for all deliveries made under this Agreement. Unless otherwise approved by both parties, all deliverables must be shipped promptly (within five (5) days) upon receipt of the Agreement.

15.2 All deliveries under this Agreement will be F.O.B. destination with all transportation and handling charges paid for by the Contractor. Responsibility and liability for loss or damage will remain with the Contractor until final inspection and acceptance, when responsibility will pass to the Library except as to latent defects, fraud, and Contractor's warranty obligations.

15.3 Contractor’s failure to provide the Goods by the required delivery date is deemed material breach of this Agreement. The contractor shall be responsible for the customary industry standard in packing and shipping the goods. Orders must be shipped directly to the ordering agency at the address specified.

16. Acceptance and Rejection

16.1 The Library shall have thirty (30) days after delivery of the Goods to perform an inspection of the Goods to determine whether the Goods conform to the standards specified in the Solicitation and this Agreement prior to acceptance of the Goods by the Library.

16.2 If Contractor delivers nonconforming Goods, the Library may, at its option and at Contractor’s expense, return the Goods for a full refund, require Contractor to promptly correct or replace the nonconforming Goods, or obtain replacement Goods from another source, subject to Contractor being responsible for any cover costs.

16.3 Contractor shall not redeliver corrected or rejected Goods without first disclosing the former rejection or requirement for correction and second, obtaining written consent of the Library to redeliver the corrected goods. Repair, replacement, and other correction and redelivery shall be subject to the terms of this Agreement.

17. Invoicing

17.1 Contractor will submit invoices within thirty (30) days after the delivery date of Goods or following the performance of Services to the Library. The Agreement number shall be listed on all invoices, freight tickets, and correspondence relating to this Agreement.

17.2 The prices paid by the Library will be those prices listed in this Agreement, unless the Contractor offers a prompt payment discount within its Proposal or on its invoice. The Library has the right to adjust or return any invoice reflecting incorrect pricing.

18. Payment

18.1 Payments are to be made within thirty (30) days after a correct invoice is received. All payments to the Contractor will be remitted by mail, electronic funds transfer, or the Library’s Purchasing Card (major credit card).

18.2 If payment has not been made after sixty (60) days from the date a correct invoice is received by the Library, then interest may be added by Contractor as prescribed in the Utah Prompt Payment Act.

18.3 The acceptance by Contractor of final payment, without a written protest filed with the Library within ten (10) business days of receipt of final payment, shall release the Library from all claims and all liability to the Contractor.

18.4 The Library’s payment for the Goods shall not be deemed an acceptance of the Goods and is without prejudice to any and all claims that the Library may have against the Contractor.

The Library will not allow the Contractor to charge end users electronic payment fees of any kind.

19. Transition Activities

19.1 There shall be a transition of services for a period determined by the Library. During this period, the new Contractor shall work closely with the Library’s personnel and/or staff to ensure a smooth and complete transfer of duties and responsibilities. An authorized representative from the Library shall coordinate all transition activities.

19.2 A transition plan will be developed with the new Contractor to implement the transfer of duties. All records, electronic or otherwise, shall be preserved and provided to the Library or the new Contractor at no cost in a format/medium approved by and within the timeframe established by the Library for any future transition of service.

20. Library's Obligations

20.1 The Library shall provide, at no expense to the Contractor, existing books, maps, records, plans, reports, statistics, or other data or information, reasonably required by the Contractor to perform the tasks or services.

21. Ownership of Materials

21.1 All materials and other documentation prepared pursuant to this Agreement (whether completed or uncompleted, or draft or final) shall become the property of the Library upon expiration of the Term.

21.2 The Library shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, or other materials prepared under this Agreement. Credits for work prepared by the Contractor shall be included with all documents issued by the Library.

21.3 The Contractor retains the right to duplicate and retain copies of all reports and other documents prepared in providing services pursuant to this Agreement. The Library and Contractor agree that each has no right, title, interest, proprietary or otherwise, in the intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing.

21.4 All Goods, documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Contractor prior to the execution of this Agreement, but specifically manufactured under this Agreement, shall be considered the property of the Library.

22. The Agreement Terms Will Not Be Negotiated

22.1 Responses will be rejected if it is not responsive or responsible. A response that is not responsive includes a response that:

(a) is conditional;

(b) attempts to modify the response requirements;

(c) contains additional terms or conditions; or

(d) fails to conform with the requirements or specifications of the Request For Proposals.

22.2 A response that contains exceptions and/or additions to the Agreement will be rejected and disqualified from this RFP. The Library will not allow a responder to remove or withdraw exceptions and/or additions from the Professional Services and Purchase Agreement from a response. However, a responder may request an exception and/or addition to the Agreement terms during the Question and Answer period.

22.3 The Library will not allow a responder’s terms and conditions to become part of a contract that results from this RFP. If a responder’s terms and conditions are attached, referenced, or embedded into a response, whether intentionally or inadvertently, then the responder’s terms and conditions shall be null and void and will not become part of a contract that results from this RFP. If a responder is awarded a contract and the responder requests that its terms and conditions become part of the contract, then the responder’s response will immediately be disqualified and the responder will not be awarded a contract.

23. Indemnification

23.1 Contractor agrees to indemnify, save harmless, and defend the Library, its officers, and employees, from and against all losses, claims, counterclaims, demands, actions, damages, costs, charges, and causes of action of every kind or character, including attorney’s fees, costs, and expenses, arising out of Contractor’s intentionally wrongful, reckless, or negligent performance hereunder.

23.2 Contractor’s duty to defend the Library shall exist regardless of whether the Library or Contractor may ultimately be found to be liable for anyone’s negligence or other conduct.

23.3 If the Library’s tender of defense, based upon this indemnity provision, is rejected by Contractor, and Contractor is later found by a court of competent jurisdiction to have been required to indemnify the Library, then in addition to any other remedies the Library may have, Contractor shall pay the Library’s reasonable costs, expenses, and attorney’s fees incurred in proving such indemnification, defending itself, or enforcing this provision.

23.4 Nothing herein shall be construed to require the Contractor to indemnify the Library against the Library’s own negligence.

24. Indemnification Relating to Intellectual Property

24.1 Contractor will indemnify and hold the Library 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 Library for infringement of a third party’s copyright, trademark, trade secret, or other proprietary right.

24.2 The parties agree that if there are any limitations of Contractor’s liability, such limitations of liability will not apply to this section.

25. Remedies

25.1 Any of the following events will constitute cause for the Library to declare Contractor in breach of this Agreement:

(a) Contractor’s non-performance of its contractual requirements and obligations under this Agreement; or

(b) Contractor’s material breach of any term or condition of this Agreement.

25.2 If the Contractor is in breach of this Agreement, the Library may do one or more of the following:

(a) exercise any remedy provided by law or equity;

(b) terminate this Agreement;

(c) debar/suspend Contractor from receiving future contracts from the Library; or

(d) demand a full refund of any payment that the Library has made to Contractor under this Agreement for Goods or Services that do not conform to this Agreement.

25.3 Compliance with Laws and Regulations:

(a) Contractor shall obey all laws, ordinances, regulations, and rules of the federal, state, Library, and municipal governments that may be applicable to its operations. Said laws include, but are not limited to, Occupational Safety & Health Administration (OSHA) laws, and all applicable building codes. Any violation of applicable law shall constitute a breach of this Agreement.

(b) Contractor shall hold the Library harmless from any and all liability arising out of, or in connection with, said violations, including any attorneys’ fees and costs incurred by the Library as a result of such violation.

26. Standard of Care

26.1 All services provided by Contractor and Contractor’s subcontractors hereunder shall be performed in accordance with the professional standards of licensed professionals of their respective disciplines experienced, competent, and specializing in the services being provided to the project (whether licensed and/or practicing in the jurisdiction where the project is located or elsewhere).

27. Force Majeure

27.1 Neither party to this Agreement 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.

27.2 The Library may terminate this Agreement after determining such delay will prevent successful performance of this Agreement.

31. Confidentiality

31.1 If Confidential Information is disclosed to Contractor, Contractor shall:

(a) Advise its agents, officers, employees, partners, and subcontractors of the obligations set forth in this Agreement; keep all confidential Information strictly confidential; and not disclose any confidential Information received by it to any third parties. The contractor will promptly notify the Library of any potential or actual misuse or misappropriation of confidential Information.

(b) The contractor shall be responsible for any breach of this duty of confidentiality, including any required remedies and/or notifications under applicable law. Contractor shall indemnify, hold harmless, and defend the Library, including anyone for whom the Library is liable, from claims related to a breach of this duty of confidentiality, including any notification requirements, by Contractor or anyone for whom the Contractor is liable.

(c) Upon termination or expiration of this Agreement, Contractor will return all copies of Confidential Information to the Library or certify, in writing, that the Confidential Information has been destroyed. This duty of confidentiality shall be ongoing and survive the termination or expiration of this Agreement.

(d) All draft and final reports prepared or assembled by the Contractor under this Agreement are confidential until made public by the Library. The Contractor agrees that the draft and final reports shall not be made available to any person or organization without the prior written approval of the Library.

32. Publicity

32.1 The Contractor shall submit to the Library for written approval all advertising and publicity matters relating to this Contract. It is within the Library’s sole discretion whether to grant approval. Any approval must be in writing.

33. Waiver

33.1 A waiver of any right, power, or privilege shall not be construed as a waiver of any subsequent right, power, or privilege.

34. Dispute Resolution

34.1 Prior to either party filing a judicial proceeding, the parties agree to participate in the mediation of any dispute. The Library, after consultation with the Contractor, may appoint an expert or panel of experts to assist in the resolution of a dispute. If the Library appoints such an expert or panel, Library and Contractor agree to cooperate in good faith in providing information and documents to the expert or panel in an effort to resolve the dispute.

35. Attorney’s Fees

35.1 In the event of any judicial action to enforce rights under this Agreement, the prevailing party shall be entitled to its costs and expenses, including reasonable attorney’s fees, incurred in connection with such action.

36. Order of Precedence

36.1 In the event of any conflict in the terms and conditions in this Agreement, the order of precedence shall be:

(a) These Agreement Terms and Conditions;

(b) The Library’s additional terms and conditions, if any.

37. Termination

37.1 Termination for Convenience without cause either party may terminate this contract in whole or in part, by providing the other party with no less than sixty (60) calendar days written notice of cancellation prior to renewal date. Provided such termination notice is made it shall take effect at the end of the current term.

37.2 Termination for Cause the Library may terminate this contract, in whole or in part for cause if the Contractor:

(a) fails to perform any material term or condition of the Contract;

(b) fails to maintain the required licenses or insurance;

(c) engages in fraud, misrepresentation, or unlawful conduct in connection with the performance of the Contract; or

(d) becomes insolvent or is subject to bankruptcy proceedings.

37.3 Prior to termination, the Library shall provide written notice of the default and allow the Contractor ten (10) business days to cure the breach to the satisfaction of the Library. If the Contractor fails to cure within the specified time, the Library may immediately terminate the Contract.

37.4 In the event of termination for cause, the Library shall only be liable for payment for services properly performed and accepted up to the effective date of termination. The Library may withhold further payments pending resolution of any damages or claims arising from the breach.

38. Jurisdiction

38.1 This Agreement and all transactions contemplated hereunder shall be governed by, construed under, and enforced in accordance with the internal laws of the State of Utah without giving effect to any choice of law or conflict of law rules or provisions.

39. Entire Agreement

39.1 This Agreement contains all of the agreements, representations, and understandings of the Parties hereto and supersedes any previous understandings, commitments, proposals, or agreements whether oral or written.

40. Representation Regarding Ethical Standards

40.1 Contractor understands that a person who is interested in any way in the sale of any supplies, services, construction, or insurance to the Library is violating the law if the person gives or offers to give any compensation, gratuity, contribution, loan, reward, or any promise thereof to any person acting as a procurement officer on behalf of the Library, or to any person in any official capacity who participates in the procurement of such supplies, services, construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or organization. Contractor represents that it has not:

(a) Provided an illegal gift or payoff to a Library officer or employee or former Library officer or employee, or his or her relative or business entity;

(b) Retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business;

(c) Knowingly breached any of the ethical standards set forth in Salt Lake City’s conflict of interest ordinance, Chapter 2.44, gramaSalt Lake City Code; or

(d) Knowingly influenced, and hereby promises that it will not knowingly influence, a Library officer or employee or former Library officer or employee to breach any of the ethical standards set forth in Salt Lake City’s conflict of interest ordinance, Chapter 2.44 Salt Lake City Code.

41. Government Records Access and Management Act

41.1 The Library is subject to the requirements of the Government Records Access and Management Act, Chapter 2, Title 63G, Utah Code Annotated or its successor (“GRAMA”). All materials submitted by Contractor pursuant to this Agreement are subject to disclosure unless such materials are exempt from disclosure pursuant to GRAMA. The burden of claiming an exemption from disclosure shall rest solely with the Contractor. Any materials for which Contractor claims a privilege from disclosure shall be submitted marked as “Business Confidential” and accompanied by a concise statement of reasons supporting Contractor’s claim of business confidentiality. Library will make reasonable efforts to notify the Contractor of any requests made for disclosure of documents submitted under a claim of business confidentiality.

Contractor may, at Contractor’s sole expense, take any appropriate actions to prevent disclosure of such material. Contractor specifically waives any claims against the Library related to disclosure of any materials required by GRAMA.

41.2 Marking an entire proposal as “Confidential,” “Protected,” or “Proprietary” is not permissible and will result in the proposal being deemed non-responsive

42. Boycott Restrictions

42.1 Please provide a signed copy of the Public Contract Boycott Restrictions Statement (see Form) with your proposal response. In accordance with Utah Code 63G-27-102, vendors contracting with the Library to provide any good or service, including supplies, information technology, or construction services, must certify they are not currently engaged in an “economic boycott” nor a “boycott of the State of Israel” as those terms are defined in that Code section.

Offerors must also agree not to engage in either boycott for the duration of the contract (if awarded). For example, a vendor contracting with the Library may not, without an ordinary business purpose, boycott: the State of Israel; companies engaged in activities related to traditional energy, mining, or agriculture; companies engaged in the manufacture, distribution, sale, or use of firearms; companies that do not meet environmental standards beyond applicable state and federal laws; or companies that do not facilitate access to abortion or sex characteristic surgeries. If a vendor contracting with the Library does engage in such a boycott, it must immediately notify the Library in writing.