2-Attachment E - NSD Standard Terms Conditions Goods and Services 2026-01.pdf

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ADDENDUM A

NEBO SCHOOL DISTRICT

STANDARD TERMS AND CONDITIONS FOR GOODS AND SERVICES

[Version Date: 2026-01]

This Addendum A amends and is an integral part of the main or underlying contract or agreement. The main or underlying contract or agreement, as amended by this Addendum A and any other addendums and documents, is hereafter collectively referred to as the “Contract.”

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

a) “Confidential Information” means information that is deemed as confidential under, or protect by applicable state and/or federal laws, including personal information, employee information, student information, and all related metadata. The District reserves the right to identify, at any time, additional reasonable types of categories of information that must be kept confidential under state and/or federal laws.

b) “District” means Nebo School District, a political subdivision of the State of Utah, including its schools, departments, board of education, officers, employees, agents, and authorized volunteers.

c) “Proposal” means Vendor’s response to the District’s Solicitation, which is incorporated herein by this reference.

d) “Solicitation” means the Request for Proposals and related documents used by the District to obtain Vendor’s Proposal, which are incorporated herein by this reference.

e) “Subcontractors” means subcontractors or subconsultants, at any tier, that are under the direct or indirect control or responsibility of the Vendor, and includes all independent vendors, employees, agents, authorized resellers, or anyone else for whom the Vendor may be liable at any tier, including a person or entity that is, or will be, providing or performing an essential aspect of this Contract, including Vendor’s manufacturers, distributors, and suppliers.

f) “Vendor” means the individual or entity delivering the goods and services identified in this Contract. The term “Vendor” shall include Vendor’s Subcontractors, officers, employees, partners, and agents.

2. GOVERNING LAW, JURISDICTION 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 the Fourth Judicial District Court for Utah County, State of Utah. If a claim is brought in a federal forum, then it must be brought and adjudicated within the United States District Court for the District of Utah.

3. COMPLIANCE WITH LAWS AND REGULATIONS: At all times during this Contract, Vendor and all the goods and services delivered under this Contract will comply with all applicable state and federal constitutions, laws, rules, 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 and Sections 51-56 of this Contract) will also apply.

4. RECORDS ADMINISTRATION: Vendor shall maintain or supervise the maintenance of all records necessary to properly account for Vendor’s performance and the payments made by the District to Vendor under this Contract. These records shall be retained by Vendor 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. Vendor agrees to allow, at no additional cost, the District staff, the State of Utah, federal auditors, 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, Vendor agrees to include a similar right of the State of Utah to audit records and interview staff in any subcontract related to performance of this Contract.

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

6. STATUS VERIFICATION SYSTEM CERTIFICATION: Vendor shall provide documentation to the District that it has registered and participates in the Status Verification System (the electronic verification system operated by the federal government is known as E-Verify) to verify the work eligibility status of Vendor’s employees. In addition, Vendor shall also obtain affidavit certification from all Subcontractors who are utilized in the performance of this Contract that they have verified the work eligibility status of their respective employees through the Status Verification System (see Utah Code Ann., §63G-12-301, et seq.). Vendor shall protect, indemnify, and hold harmless the District and anyone that the District may be liable for, against any claim, damages, or liability arising out of or resulting from the violation of this section whether violated by employees, agents, or contractors of: (a) the Vendor;

(b) any Subcontractor at any tier; and/or (c) any entity or persons from whom the Vendor or Subcontractor may be liable. Vendor’s failure to comply with this section will be considered a material breach of this Contract.

7. EXCLUDED PARTIES LIST; SYSTEM FOR AWARD MANAGEMENT: Vendor hereby warrants and represents to the District that it has verified all of its Subcontractors and suppliers to assure that none of them are listed on the United States Government, General Services Administration, System for Award Management (SAM) database of excluded entities. The SAM excluded entities list (formerly EPLS) provides information regarding individuals and entities that are debarred, suspended, proposed for debarment, excluded, or disqualified under the non-procurement common rule, or otherwise declared ineligible from receiving federal contracts, certain subcontracts, and certain federal assistance and benefits (see http://www.sam.gov/SAM). Vendor shall protect, indemnify, and hold harmless the District and its board members, employees, agents, representatives, and anyone that the District may be liable for, against any claim, damages, or liability arising out of or resulting from the violation of this section whether violated by employees, agents, or contractors of: (a) Vendor; (b) any Subcontractor at any tier; and/or (c) any entity or persons from whom Vendor or Subcontractor may be liable.

8. AUTHORITY TO TRANSACT BUSINESS IN THE STATE OF UTAH: Vendor represents and warrants to the District that it is properly authorized, registered, and licensed to transact business in the State of Utah. Documentation of such authorization shall be provided by Vendor to the District.

9. CONFLICT OF INTEREST: Vendor represents that none of its officers or employees are officers or employees of the District, unless disclosure has been made to the District.

http://www.sam.gov/SAM

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10. INDEPENDENT CONTRACTOR STATUS: It is understood and agreed by the parties that Vendor is an independent contractor and is not an employee or agent of the District, and Vendor agrees not to make any representations to the contrary. Any conduct in which Vendor engages in connection with or in the performance of this Contract shall be solely in its capacity of an independent contractor, and nothing in this Contract shall be construed to the contrary. Vendor agrees that, as an independent contractor, it does not have authority to sign contracts, notes, or obligations, or to purchase, acquire, or dispose of any property for or in behalf of the District or any or its employees or agents, and shall only have authority to perform those services specifically described in the Contract or which may be specifically authorized in writing by the District. Nothing in this Contract shall be construed as creating any partnership, joint venture, or other joint obligation. Vendor is solely and personally liability for all labor, materials, supplies, equipment, costs, and expenses in connection with the services performed hereunder and for any and all damages which may be occasioned on account of the operation of this Contract, whether the same be for personal injuries or damages of any other kind.

Vendor is not entitled to any benefits typically associated with an employer-employee relationship, including, but not limited to, health insurance, life insurance, pension or retirement, vacation pay, or sick pay. Vendor understands that it is not covered under the District’s worker's compensation program, and Vendor shall provide appropriate worker’s compensation coverage for its employees and agents. Vendor also acknowledges that the District will not cover any medical expenses resulting from work-related injuries. Vendor agrees to indemnify, defend, and hold harmless the District from and against any claims, costs, and expenses (including, but not limited to, attorneys’ fees) related to any of the foregoing.

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

12. NO DEFENSE, HOLD HARMLESS OR INDEMNIFICATION OBLIGATIONS BY DISTRICT: The parties hereby acknowledge and agree that the District shall have no defense, hold harmless, and/or indemnification obligations to Vendor notwithstanding any provisions to the contrary contained or referenced in the main or underlying contract or agreement that is attached or referenced hereto.

13. GOVERNMENTAL ENTITY: The parties hereby acknowledge and agree that the District is a governmental entity subject to the Utah Government Records Access and Management Act, Utah Code Ann., Section 63G-2-103, et seq., as amended (“GRAMA”);

that certain records within the District’s possession or control, including without limitation, this Contract (but not including: (a) proprietary software; or (b) materials to which access is limited by the laws of copyright or patent), related purchase orders, related pricing documents, and invoices may be subject to public disclosure; and that the District’s confidentiality obligations shall be subject in all respects to compliance with GRAMA. Pursuant to Section 63G-2-309 of GRAMA, any confidential information provided to the District that Vendor believes should be protected from disclosure must be accompanied by a written claim of confidentiality and a concise statement of reasons supporting such claim. Notwithstanding any provision to the contrary in this Contract, the District may disclose any information or record to the extent required by GRAMA or otherwise required by law, and to the District’s employees, attorneys, accountants, consultants, and other representatives on a need to know basis; provided, that such representatives shall be subject to confidentiality obligations no less restrictive than those set forth in this Contract. The District is not obligated to inform Vendor of any GRAMA requests for disclosure of this Contract, related purchase orders, related pricing documents, or invoices. The parties further hereby acknowledge and agree that the District is a governmental entity under the Utah Governmental Immunity Act, Utah Code Ann., §63G-7-101, et seq. (“UGIA”). Nothing in this Contract shall be construed as a waiver of any rights, immunities, or defenses otherwise applicable under the UGIA, including the provisions of Utah Code Ann., §63G-7-604 regarding limitation of judgments, or the Eleventh Amendment to the Constitution of the United States. In addition, it is further acknowledged and agreed that any liabilities or obligations imposed by this Contract are limited to the UGIA damage cap amounts as per Utah Code Ann., §63G-7-604. It is not the intent of the District to incur by contract any liability for the operations, acts, omissions of Vendor or any third-party and nothing in this Contract shall be so interpreted or construed. Without limiting the generality of the foregoing, and notwithstanding any provision to the contrary in this Contract, any indemnity obligations of the District contained in this Contract are subject to the UGIA and are further limited only to those claims that arise directly and solely from the negligent acts or omissions of the District.

14. NO DISCRIMINATION: Vendor agrees to abide by the following state and federal employment laws, including: (a) Title VI, of the Civil Rights Act of 1964, (42 U.S.C. 2000d), as amended, which prohibits discrimination on the basis of race, color, and national origin; (b) Title VII of the Civil Rights Act of 1964 (42 U.S.C. 2000e), as amended, and Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex, race, color, national origin, and religion; (c) 45 CFR 90, as amended, which prohibits discrimination on the basis of age; (d) Section 504 of the Rehabilitation Act of 1973, as amended, and the Americans with Disabilities Act of 1990, as amended, which prohibits discrimination on the basis of disability; (e) Utah Antidiscrimination Act (Utah Code Ann., Section 34A-5-101, et seq.), as amended, which prohibits discrimination on the basis of race, color, sex, pregnancy, childbirth, pregnancy-related conditions, age, religion, national origin, disability, sexual orientation, and gender identity; and (f) Utah's Executive Order, dated December 13, 2006, which prohibits unlawful harassment in the workplace. Vendor further agrees to abide by any other state and federal laws, rules, regulations, or orders that prohibit the discrimination of any kind by Vendor against any legally protected classification.

15. TERM OF ASSOCIATION: Subject to the provisions for renewal and termination contained in the Contract, the association of the parties hereunder shall begin as of the effective date of the Contract and shall continue for the time period specified.

Notwithstanding any provisions to the contrary elsewhere in this Contract, the term of this Contract shall not continue longer than five (5) years, including all renewal periods. Automatic renewals will not apply.

16. ANNUAL REVIEW: The District will conduct an annual review of its association with Vendor and the goods and services provided, including Vendor’s Subcontractors, based on functional value and performance as more fully described below. Results of any review may be made available to Vendor upon request.

17. PERFORMANCE EVALUATION: The District may conduct a performance evaluation of Vendor’s services, including Vendor’s

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Subcontractors. Results of any evaluation may be made available to Vendor upon request.

18. REVIEWS: The District reserves the right to perform plan checks, plan reviews, other reviews, and/or comment upon the services of Vendor. Such reviews do not waive the requirement of Vendor to meet all of the terms and conditions of this Contract.

19. STANDARD OF CARE: The services of Vendor and its Subcontractors shall be performed in accordance with the standard of care exercised by licensed members of their respective professions having substantial experience providing similar services which similarities include the type, magnitude, and complexity of the services that are the subject of this Contract. Vendor shall be liable to the District for claims, liabilities, additional burdens, penalties, damages, or third-party claims to the extent caused by wrongful acts, errors, or omissions that do not meet this standard of care.

20. TERMINATION: Vendor shall provide the goods and services for the District as outlined in the Contract as long as: (a) the District has adequate financial resources budgeted to fund the procurement of such goods and services; (b) Vendor performs all of its duties and responsibilities as per this Contract; (c) Vendor is, in the sole opinion of the District, competent, professional, efficient, conscientious, and productive in carrying out its duties and responsibilities; (d) the goods and services are, in the sole opinion of the District, compatible, efficient, productive, and beneficial; (e) Vendor is in compliance with all applicable federal and state laws, rules, and regulations; and/or (f) Vendor is in compliance with all applicable District policies: https://kb.nebo.edu/policy. If any of the foregoing items are not satisfied, the District may immediately terminate the association between Vendor and the District by providing prior written notice of the same in accordance with the notice provisions set forth herein and make full payment of whatever is owed to Vendor based on the goods and services provided at the time of such termination, subject to any deductions permitted hereby. It is definitely understood and agreed that the District will be the sole judge as to the efficiency with which Vendor carries out its duties and responsibilities, and the District reserves the right, at any time, to terminate this Contract, without prejudice, and without the right of recovery of damages by Vendor.

21. AMENDMENTS: This Contract may only be amended by the mutual written agreement of the parties, which amendment will be attached to this Contract.

22. NO AUTOMATIC RENEWALS: Automatic renewals will not apply to this Contract, even if listed elsewhere in this Contract.

23. NO DEBARMENT: Vendor 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, federal, state, or local. Vendor must notify the District 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.

24. SALES TAX EXEMPTION: The goods and services under this Contract will be paid for from the District’s funds and used in the exercise of the District’s essential functions as a governmental entity. Upon request, the District will provide Vendor with its sales tax exemption number. It is Vendor’s responsibility to request the District’s sales tax exemption number. It also is Vendor’s sole responsibility to ascertain whether any tax deduction or benefits apply to any aspect of this Contract.

25. WARRANTY: Vendor represents and warrants that the goods and services will comply and function in accordance with the requirements, specifications, terms, and conditions set forth in this Contract. Vendor warrants, represents, and conveys full ownership and clear title, free of all liens and encumbrances, to the goods and services delivered to the District under this Contract.

Vendor warrants for a period of one (1) year that: (a) the goods and services perform according to all specific claims that Vendor made in its Proposal to the Solicitation; (b) the goods and services are suitable for the ordinary purposes for which such goods and services are used; (c) the goods and services are suitable for any special purposes identified in the Proposal and the Solicitation; (d) the goods and services are designed and manufactured in a commercially reasonable manner; (e) the goods and services are manufactured and in all other respects create no harm to persons or property; and (f) the goods and services are free of defects. Unless otherwise specified, all goods and services provided shall be new and unused of the latest model or design.

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

26. INSURANCE: Vendor shall at all times during the term of this Contract, without interruption, carry and maintain the following insurance coverages:

a) Commercial General Liability Insurance from an insurance company authorized to do business in the State of Utah. The limits of this insurance will be no less than One Million Dollars ($1,000,000) per occurrence, and Three Million Dollars ($3,000,000) in the aggregate.

b) Automobile Liability Insurance from an insurance company authorized to do business in the State of Utah. The Automobile Liability Insurance policy must cover bodily injury and property damage liability in the required statutory amounts, and be applicable to all vehicles used in the performance of Vendor’s services under this Contract whether owned, non-owned, leased, or hired. The Automobile Liability Insurance policy is required if Vendor will use a vehicle in the performance of this Contract.

c) Workers’ Compensation Insurance to insure against all claims of persons employed by Vendor and any Subcontractor to provide the goods and services set forth in this Contract. Workers’ Compensation Insurance shall cover full liability under the workers’ compensation laws of the jurisdiction in which Vendor’s services are performed at the statutory limits required by said jurisdiction.

d) Other insurance policies and coverages as required in the Solicitation.

All policies shall be evidenced by a Certificate(s) of Insurance together with any applicable endorsements issued to the District.

Said Certificate(s) of Insurance, showing up-to-date coverage, shall be on file with the District before the Contract may commence.

The District reserves the right to require higher or lower insurance limits where warranted. Vendor must add the District as an additional insured with notice of cancellation on the Commercial General Liability Insurance. Vendor also agrees to maintain any other insurance policies required in the Solicitation. Failure to provide proof of insurance as required herein will be deemed a material breach of this Contract. Vendor’s failure to maintain this insurance requirement for the term of this Contract will be grounds for immediate termination of this Contract. The District carries insurance through the State Risk Manager of the State of Utah up to the limits required by the State Risk Manager and applicable law. Nothing in the Contract shall require the District to carry https://kb.nebo.edu/policy

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27. DELIVERY: All deliveries under this Contract will be F.O.B. destination with all transportation and handling charges paid for by Vendor. Responsibility and liability for loss or damage will remain with Vendor until final inspection and acceptance when responsibility will pass to the District, except as to latent defects or fraud. Vendor shall strictly adhere to the delivery and completion schedules specified in this Contract. Vendor may electronically deliver goods or services to the District for download from the internet. Vendor shall ensure the confidentiality of electronic deliveries, and warrants that said electronic deliveries will be free of known malware, bugs, Trojan horses, etc.

28. ACCEPTANCE AND REJECTION: The District shall not be financially responsible for any unauthorized or nonconforming goods and services provided by Vendor. The District shall have thirty (30) days after delivery of the goods and services to perform an inspection of the goods and services to determine whether the goods and services conform to the standards specified in the Solicitation and this Contract prior to acceptance of the goods and services by the District. If Vendor delivers nonconforming goods and services, the District may, at its option and at Vendor’s expense: (a) return the goods and services for a full refund; (b) require Vendor to promptly correct or replace the nonconforming goods and services; or (c) obtain replacement goods and services from another source, subject to Vendor being responsible for any cover costs. Vendor shall not redeliver corrected or rejected goods and services without: first, disclosing the former rejection or requirement for correction; and second, obtaining written consent of the District to redeliver the corrected goods and services. Repair, replacement, and other correction and redelivery shall be subject to the terms of this Contract.

29. COMPENSATION: For all goods and services provided and rendered by Vendor in accordance with the terms and conditions of this Contract, the District shall pay to Vendor the costs, fees, and other expenses as per this Contract. Payments are to be made within fifteen (15) business days after a correct invoice is received. All payments to Vendor will be remitted by check, electronic funds transfer, or the District’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 District, then interest may be added by Vendor as prescribed in this Contract. The acceptance by Vendor of final payment, without a written protest filed with the District within ten (10) business days of receipt of final payment, shall release the District from all claims and all liability to the Vendor. The District’s payment for the goods and services shall not be deemed an acceptance of the goods and services and is without prejudice to any and all claims that the District may have against Vendor. The District will not allow the Vendor to charge end users electronic payment fees of any kind.

Unless otherwise agreement to in the Contract, all travel costs associated with the delivery of the goods and services to the District will be paid in accordance with the prevailing GSA per diem rates. Only actual documented charges are billable.

30. INVOICING: Vendor will submit invoices within thirty (30) days of the delivery date of the goods and services to the District. The Contract number shall be listed on all invoices, freight tickets, and correspondence relating to this Contract. The prices paid by the District will be those prices listed in this Contract, unless Vendor offers a prompt payment discount within its Proposal or on its invoice. The District has the right to adjust or return any invoice reflecting incorrect pricing.

31. TAX LIABILITY: Vendor assumes full responsibility for the payment of all taxes, assessments, or contributions, whether municipal, county, state, or federal, as to its performance of its duties and responsibilities under this Contract. Vendor also agrees to pay any and all gross receipts, compensation, transaction, sales, use, or other taxes or assessments of whatever nature or kind levied or assessed as a consequence of the goods and services provided and performed or on the compensation to be paid under this Contract.

32. PAYMENT OF SUBCONTRACTORS AND SUPPLIERS: Vendor warrants the due and timely payment of all its Subcontractors, suppliers, or laborers, and agrees to indemnify, defend, and hold harmless the District from any loss or damage from any claims, liens, or encumbrances resulting therefrom.

33. OWNERSHIP IN INTELLECTUAL PROPERTY: The District and Vendor 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 goods and services, documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Vendor prior to the execution of this Contract, but specifically created or manufactured under this Contract shall be considered “work made for hire,” and Vendor shall transfer any ownership claim to the District.

34. INDEMNIFICATION RELATING TO INTELLECTUAL PROPERTY: Vendor will indemnify and hold the District 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 District 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 Vendor’s liability, such limitations of liability will not apply to this section.

35. ASSIGNMENT: Vendor 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 District.

36. RIGHTS AND REMEDIES: Any of the following events will constitute cause for the District to declare Vendor in default of this Contract: (a) Vendor’s nonperformance of its contractual requirements and obligations under this Contract; or (b) Vendor’s material breach of any term or condition of this Contract. The District may issue a written notice of default providing a ten (10) day period in which Vendor will have an opportunity to cure. Time allowed for cure will not diminish or eliminate Vendor's liability for damages.

If the default remains after Vendor has been provided the opportunity to cure, the District may do one or more of the following: (a) exercise any remedy provided by law or equity; (b) terminate this Contract; (c) impose liquidated damages, if liquidated damages are listed in this Contract; (d) debar/suspend Vendor from receiving future contracts from the District; or (e) demand a full refund of any payment that the District has made to Vendor under this Contract for goods and services that do not conform to this Contract.

The rights and remedies of the parties hereto shall not be exclusive. In general, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy, but nothing herein contained is intended to or shall limit or affect any rights at law or by statute or otherwise of any party aggrieved as against the other party for a breach or threatened breach of any provision hereof, it being the intention of this section to make clear the agreement of the parties that the respective rights and obligations of the parties hereunder shall be enforceable in equity as well as at law or otherwise.

37. 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 District may terminate this Contract after determining such delay will prevent successful performance of this Contract.

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38. CONFIDENTIALITY: Vendor will not at any time or in any manner, either directly or indirectly, use for the benefit of Vendor, or divulge, disclose, or communicate in any manner any information that is proprietary or confidential to the District or its employees or students. In addition to the information that is deemed confidential as defined in this Contract, information that is considered proprietary or confidential includes any and all personally identifiable student or employee information, including but not limited to, name, address, telephone number, teachers, classes, grades, digital media, and any other student or employee information of any kind. Such information shall not be released or disclosed in any form or manner unless authorized by the District in writing. Vendor agrees to comply with all applicable federal and state laws, rules, regulations, and District policies regarding employee personnel records and student educational records, including but not limited to, the Family Educational Rights and Privacy Act (FERPA), 20 USC 1232g; 34 CFR 99, and Utah’s Student Privacy and Data Protection law (SPDP), Utah Code, Title 53E, Chapter 9. This section shall continue in full force and effect notwithstanding the termination of this Contract. Vendor agrees that it will protect the information it receives according to commercially acceptable standards and no less rigorously than it protects its own confidential information. Specifically, Vendor shall implement, maintain, and use commercially reasonable appropriate administrative, technical, and physical security measures to preserve the confidentiality, integrity, and availability of all electronically maintained or transmitted proprietary and confidential information. If Confidential Information is disclosed to Vendor, Vendor shall: (a) advise its Subcontractors, officers, employees, and agents of the obligations set forth in this Contract; (b) keep all Confidential Information strictly confidential; and (c) not disclose any Confidential Information received by it to any third parties for any reason that is not specified in the Contract. Vendor will promptly notify the District of any potential or actual misuse or misappropriation of Confidential Information. Vendor shall be responsible for any breach of this duty of confidentiality, including any required remedies and/or notifications under applicable law. Vendor shall indemnify, hold harmless, and defend the District, including anyone for whom the District is liable, from claims related to a breach of this duty of confidentiality, including any notification requirements, by Vendor or anyone for whom the Vendor is liable. Upon termination or expiration of this Contract, Vendor will return all copies of Confidential Information to the District 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 Contract.

39. PUBLICITY: Vendor shall submit to the District for written approval all advertising and publicity matters relating to this Contract. It is within the District’s sole discretion whether to provide approval, which approval must be in writing.

40. WORK ON DISTRICT PREMISES: Vendor shall ensure that personnel working on District premises shall: (a) abide by all of the rules, regulations, and policies of the premises; (b) remain in authorized areas; (c) follow all instructions; and (d) be subject to a background check, prior to entering the premises. The District may remove any individual for a violation hereunder.

41. WAIVER: Unless otherwise indicated herein, failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Contract, or to exercise any right or remedy consequent upon a breach thereof, shall not constitute a waiver of any such breach or of any other covenant, agreement, term, or condition. Any party, by notice delivered in the manner provided in this Contract, may, but shall be under no obligation to waive any of its rights or any conditions to its obligation hereunder, or any duty, obligation, or covenant of any other party. No waiver shall affect or alter the remainder of this Contract, but each and every other covenant, agreement, term, and condition hereof shall continue in full force and effect with respect to any other then existing or subsequently occurring breach. To be effective, any waiver must be signed by both parties hereto. A waiver of any right, power or privilege shall not be construed as a waiver subsequent right, power or privilege.

42. PROCUREMENT ETHICS: Vendor understands that a person who is interested in any way in the sale of goods and services to the District 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 District, or to any person in any official capacity who participates in the procurement of such goods and services, whether it is given for their own use or for the use or benefit of any other person or organization.

43. DISPUTE RESOLUTION: Prior to either party filing a judicial proceeding, the parties agree to participate in the mediation of any dispute. The District and Vendor agree to cooperate in good faith in providing information and documents to the mediator in an effort to resolve the dispute. The District, after consultation with Vendor, may appoint an expert or panel of experts to assist in the resolution of a dispute. If the District appoints such an expert or panel, the District and Vendor agree to cooperate in good faith in providing information and documents to the expert or panel in an effort to resolve the dispute. Any arbitration provisions contained in the main contract or agreement are null and void.

44. ATTORNEY’S FEES: In the event of any judicial action to enforce rights under this Contract, the prevailing party shall be entitled its costs and expenses, including reasonable attorneys’ fees incurred in connection with such action.

45. CONTROLLING AUTHORITY: In the event of any conflict in the documents comprising this Contract, this Addendum A shall supersede and are controlling over any contradictory or inconsistent terms contained in the other documents comprising this Contract.

46. SURVIVAL OF TERMS: Termination or expiration of this Contract shall not extinguish or prejudice the District’s right to enforce this Contract with respect to any default of this Contract or defect in the goods and services that has not been cured.

47. SEVERABILITY: The invalidity or unenforceability of any provision, term, or condition of this Contract shall not affect the validity or enforceability of any other provision, term, or condition of this Contract, which shall remain in full force and effect.

48. PRICE GUARANTEE; ADJUSTMENTS: The Contract pricing will be guaranteed for the period specified in the original Solicitation.

Following the guarantee period, any request for price adjustment must be for an equal guarantee period, and must be made at least thirty (30) days prior to the effective date. Requests for price adjustment must include documentation supporting the request and demonstrating a logical mathematical link between the current price and the proposed price. Any adjustment or amendment to the Contract will not be effective unless approved by the District. The District must also be given the immediate benefit of any decrease in the market or allowable discount.

49. TIME IS OF THE ESSENCE: The services shall be completed by any applicable deadline stated in this Contract. For all services, time is of the essence. Vendor shall be liable for all reasonable damages to the District, and anyone for whom the District may be liable as a result of Vendor’s failure to timely perform the services required under this Contract.

50. CHANGES IN SCOPE: Any changes in the scope of the services to be performed under this Contract shall be in the form of a written amendment to this Contract, mutually agreed to and signed by both parties, specifying any such changes, fee adjustments, any adjustment in time of performance, or any other significant factors arising from the changes in the scope of services.

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51. EQUAL EMPLOYMENT OPPORTUNITY: Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity'' (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p.339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,'' and implementing regulations at 41 CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity.”

52. COPELAND “ANTI-KICKBACK” ACT (40 U.S.C. 3145): The Copeland “Anti-Kickback” Act, as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States''). The Copeland “Anti-Kickback” Act provides that each vendor/contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency.

53. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. 3701-3708): Where applicable, all contracts awarded by the non-federal entity in excess of One Hundred Thousand Dollars ($100,000) that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Contract Work Hours and Safety Standards Act, each vendor/contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

54. CLEAN AIR ACT (42 U.S.C. 7401-7671Q.); WATER POLLUTION CONTROL ACT (33 U.S.C. 1251-1387): The Clean Air Act and Water Pollution Control Act, as amended, require that all contracts and subgrants of amounts in excess of One Hundred Fifty Thousand Dollars ($150,000) must contain a provision that requires the non-federal award to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Water Pollution Control Act (33 U.S.C. 1251-1387). Violations must be reported to the federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

55. BYRD ANTI-LOBBYING AMENDMENT (31 U.S.C. 1352): Vendors/Contractors that apply or bid for an award of One Hundred Thousand Dollars ($100,000) or more must file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award.

56. ENERGY POLICY AND CONSERVATION ACT (42 U.S.C. 6201): Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

57. NOTICE: Any notice or demand to be given by either party to the other shall be given in writing by personal service, express mail, FedEx, DHL, or any other similar form of courier or delivery service, or mailing in the United States mail, postage prepaid, certified and return receipt requested, and addressed to such party as follows: (a) to the District – Nebo School District, Attn: Legal Department, 350 South Main, Spanish Fork, Utah, 84660; and (b) to Vendor – contact person and address identified on Contract coversheet signature page(s).

58. CRIMINAL BACKGROUND SCREENING: If Vendor will have significant unsupervised access to students, then each employee of Vendor and Subcontractor, as applicable, must successfully complete a federal criminal background check, prior to being granted access to students.

59. ALCOHOL AND DRUG-FREE WORKPLACE: Vendor shall abide by the District’s alcohol and drug-free workplace policies while on District premises.

60. RIGHT TO MONITOR PERFORMANCE AND AUDIT:

a) Audit: Vendor shall, upon written notification, permit the District or a third-party designated by the District, to perform an assessment, audit, examination, or review of all of Vendor’s sites and environments - including physical, technical, and virtual sites and environments - in order to confirm Vendor’s compliance with this Contract; associated scopes of work; and applicable laws, regulations, and industry standards. Vendor shall fully cooperate with such assessment by providing access to knowledgeable personnel; physical premises; records; technical and physical infrastructures; and any other person, place, or object which may assist the District or its designee in completing such assessment. Upon request, Vendor shall provide the results of any audit performed by or on behalf of Vendor that would assist the District or its designee in confirming Vendor’s compliance with this Contract; associated scopes of work; and applicable laws, regulations, and industry standards.

b) Monitor Performance: The District reserves the right to monitor Vendor’s performance, perform plan checks, plan reviews, other reviews, and/or comment upon the goods and services of Vendor. This includes Vendor’s Subcontractors, if any. Results of any evaluation may be made available to Vendor upon Vendor’s request.

61. AUTHORITY TO EXECUTE CONTRACT: The signatory for Vendor has the requisite power and authority to execute and deliver this Contract, and constitutes a legal, valid, and binding agreement upon Vendor in accordance with the terms and conditions contained herein.

62. ENTIRE AGREEMENT: This Contract constitutes the entire agreement between the parties and supersedes any and all other prior and contemporaneous agreements and understandings between the parties, whether oral or written.