2-UIPA Standard Terms And Conditions.pdf

ATTACHMENT A: UIPA STANDARD TERMS AND CONDITIONS FOR SERVICES

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

a) “Confidential Information” means all non-public, confidential, or proprietary information of UIPA, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, information pertaining to financials, partners, and marketing, and information that is deemed as confidential under applicable state and federal laws, including personal information. The UIPA reserves the right to identify, during and after the Contract, additional reasonable types of categories of information that must be kept confidential under federal and state laws. Confidential Information does not include information that (i) is generally available to the public through no act or omission of the Contractor, (ii) was in the Contractor’s lawful possession prior to the disclosure, (iii) is lawfully disclosed to the Contractor by a third-party without restriction on disclosure, or (iv) is independently developed by Contractor without reference to or use of any Confidential Information and the Contractor can demonstrate such by written or other documentary records.

b) “Contract” means these Terms, the agreement in which these Terms are attached to or incorporated by reference in, including all referenced attachments and documents incorporated by reference to such agreement, and any purchase orders that result from the Contract.

c) “Contractor” means the individual or entity delivering the Procurement Item identified in the Contract. The term “Contractor” shall include Contractor’s agents, officers, employees, partners, and Subcontractors.

d) “Deliverables” has the meaning set forth in Section 25 below.

e) “Eligible User(s)” means the State of Utah’s government departments, institutions, agencies, political subdivisions (i.e., colleges, school districts, counties, cities, etc.), and, as applicable, nonprofit organizations, agencies of the federal government, or any other entity authorized by the laws of the State of Utah to participate in State Cooperative Contracts.

f) “Intellectual Property Rights” has the meaning set forth in Section 25 below.

g) "Procurement Item" means the service(s) (including Deliverables) that Contractor is required to deliver to the UIPA under the Contract.

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

i) “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 the Contract.

j) “Subcontractors” means a person or entity under contract with (or engaged by) Contractor to provide services under this Contract, including a trade subcontractor or specialty subcontractor.

k) “Terms” means these UIPA Standard Terms and Conditions for Services.

l) “UIPA” means the Utah Inland Port Authority created in Utah Code §11-58-201.

2. GOVERNING LAW AND VENUE: All matters arising out or relating to the Contract shall be governed by the laws, rules, and regulations of the State of Utah without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Subject to Section 38, any action or proceeding arising from the Contract shall be brought in in the Third Judicial District Court for Salt Lake County and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

3. LAWS AND REGULATIONS: At all times during the Contract, Contractor and all Procurement Items delivered and/or performed under the Contract will comply with all applicable federal, state, and local constitutions, laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements. If the 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 these Terms. Nothing in the Contract, or any other document relating to thereto, shall be construed to waive any law regarding the availability or appropriation of funds, sovereign immunity, or any other immunity, restriction, or limitation on payment or recovery required by Utah law.

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 UIPA to Contractor under the Contract. These records shall be retained by Contractor for at least six (6) years after final payment, or until all audits initiated within such six (6) year period have been completed, whichever is later. Contractor agrees to allow, at no additional cost, the State of Utah, federal auditors, UIPA 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 for the State of Utah to audit records and interview staff in any subcontract related to performance of the Contract.

5. PERMITS: If applicable, Contractor shall procure and pay for all permits, licenses, and approvals necessary for the execution of and the performance of Contractor’s obligations under the Contract.

6. CERTIFY REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION SYSTEM”: The Status Verification System, also referred to as “E-verify”, applies to contracts issued through a Solicitation process, to sole sources that are included within a Solicitation, and when Contractor employs any personnel in the State of Utah. If this Section 6 is applicable to Contractor:

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 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 employees that are employed in the State of Utah in accordance with applicable immigration laws.

c) Contractor’s failure to comply with this Section 6 will be considered a material breach of the Contract.

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

8. INDEPENDENT CONTRACTOR: Contractor and Subcontractors are independent contractors, and in the performance of the Contract, shall act in an independent capacity and not as officers or employees or agents of the UIPA or the State of Utah. Nothing contained in the Contract shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

9. CONTRACTOR RESPONSIBILITY: Contractor is solely responsible for fulfilling its obligations under the Contract, with responsibility for all Procurement Items delivered and/or performed as stated in the Contract. Contractor shall be the sole point of contact regarding all contractual matters. Contractor shall not engage or use any Subcontractor in the performance of the Contract without the UIPA’s prior written approval, which the UIPA may withhold in its sole discretion. If the UIPA provides written approval for a Subcontractor, Contractor must incorporate Contractor’s responsibilities (including without limitation, Indemnity (Section 10), Contractor’s Insurance Responsibility (Section 18), Intellectual Property (Section 25), and Confidentiality (Section 27)) under the Contract into every subcontract with its Subcontractors that will provide the Procurement Item(s) to the UIPA under the Contract.

Moreover, Contractor shall be fully responsible for its Subcontractors compliance under the Contract.

10. INDEMNITY: Contractor shall defend, indemnify and hold harmless the UIPA and the State of Utah, and its and their respective officers, employees, agents, and representatives (collectively, “Indemnitees”) from and against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or relating to the services and Procurement Items provided by Contractor (or its personnel) under the Contract, or Contractor’s (or its personnel’s) negligence, willful misconduct, violation of law, or breach of the Contract.

Contractor shall defend, indemnify and hold harmless the Indemnitees from and against any and all Losses arising out of or related to any claim that any of the services or Procurement Items or the UIPA's or any Indemnitee’s receipt or use thereof infringes, misappropriates, or otherwise violates any Intellectual Property Rights or proprietary rights of a third party. Contractor shall not enter into any settlement without the UIPA’s prior written consent.

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: The Contract (including changes in scope, timelines, and fees) may only be amended by the mutual written agreement of the parties, provided that the amendment is within the scope/purpose of the original Solicitation for which the Contract was derived. any such amendment will be deemed attached and made part of the Contract. Notwithstanding anything to the contrary in the Contract, automatic renewals shall not apply to the

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 UIPA 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 the Contract.

14. TERMINATION: Either party may terminate the Contract, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (i) breaches the Contract, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within ten (10) days after receipt of written notice of such breach; or (ii) becomes insolvent or admits its inability to pay its debts generally as they become due.. The Contract may also be terminated without cause (for convenience), in advance of the specified expiration date, by the UIPA, upon thirty (30) days written termination notice being given to the Contractor.

The UIPA and the Contractor may terminate the Contract, in whole or in part, at any time, by mutual agreement in writing.

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

15. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW: Upon thirty (30) days written notice delivered to the Contractor, the Contract may be terminated in whole or in part at the sole discretion of the UIPA , if the UIPA 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 the Contract; or (ii) that a change in available funds affects the UIPA’s ability to pay under the Contract. A change of available funds as used in this Section 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 UIPA will reimburse Contractor for the Procurement Item(s) properly ordered and/or Services properly performed until the effective date of said notice. The UIPA will not be liable for any performance or commitments that accrue after the effective date of said written notice.

16. SALES TAX EXEMPTION: The services and Procurement Item(s) under the Contract are exempt from sales and use tax and Contractor shall not charge or collect any sales tax on invoices under the Contract. All fees will be paid for from the UIPA’s funds and used in the exercise of the UIPA’s essential functions as a State of Utah entity.

Upon request, the UIPA will provide Contractor with its sales tax exemption number. It is Contractor’s responsibility to request the UIPA’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 the Contract.

17. REPRESENTATIONS AND WARRANTIES:

Contractor warrants and represents to the UIPA that: (i) Contractor shall perform the services and provide the Procurement Items(s) using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under the Contract; (ii) Contractor is in compliance with, and shall perform the services and provide all Procurement Item(s) in compliance with, all applicable laws; (iii) the UIPA will receive ownership and good and clear title, free of all liens and encumbrances, to the Procurement Item(s) delivered to the UIPA under the Contract; (iv) the Procurement Item(s) will be in conformity to all specific claims that Contractor made in its Response and all specifications and requirements stated in the Solicitation and the Contract; and (v) none of the services and Procurement Items, and the UIPA’s use thereof, will infringe, misappropriate, or otherwise violate Intellectual Property Rights or proprietary rights of any third party.

In addition to all other remedies available to the UIPA under the Contract, in law, and in equity, if Contractor breaches the warranty set forth in this Section, the UIPA may exercise any and all rights and remedies, including, but are not limited to, the following: requiring Contractor to repair or replace Procurement Item(s) at no charge to the UIPA within ten (10) days of any written notification informing Contractor of the Procurement Item(s) not meeting the warranty as required under the Contract, or requiring Contractor to refund the full amount of any payments that have been made. The warranties set forth in the Contract are cumulative and in addition to any other warranty provided by law or equity. Nothing in this Section will be construed to limit any rights or remedies the UIPA may otherwise have under the Contract.

18. CONTRACTOR’S INSURANCE RESPONSIBILITY: The Contractor shall maintain the following insurance coverage, at its own expense, with financially sound and reputable insurers:

a) Workers’ compensation insurance during the term of the Contract for all its employees and any Subcontractor employees related to the 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 the Contract 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 the Contract.

d) Other insurance policies required in the Solicitation.

e) Contractor shall name UIPA as an additional insured on all liability policies.

f) Contractor shall provide a 30-day advance written notice of cancellation or material change in any policy.

g) Failure to maintain insurance is an immediate default.

Certificate of Insurance, showing up-to-date coverage, shall be on file with the UIPA before the Contract may commence. Except where prohibited by law, Contractor shall require its insurer to waive all rights of subrogation against the UIPA’s insurers and the UIPA or the Indemnitees.

The UIPA and the State of Utah 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 the Contract. Notwithstanding anything the contrary, Contractor’s failure to maintain this insurance requirement for the term of the Contract will be grounds for immediate termination of the Contract.

19. UTAH RETIREMENT SYSTEMS DISCLOSURE: UIPA is a participating member of the Utah Retirement Systems (“URS”). Contractor agrees to all of Utah Retirement Systems Post-Retirement rules and will complete URS disclosures of any assigned Contractor’s staff members and independent contractors.

20. PUBLIC INFORMATION: Notwithstanding anything to the contrary in the Contract, the parties recognize that the UIPA is subject to the requirements of the State of Utah’s Government Records Access and Management Act, Utah Code 63G-2-101 through 901 (“GRAMA”). The parties agree that their obligations under the Contract shall be subordinate to the UIPA’s obligations under GRAMA and that a disclosure by the UIPA pursuant to an open records request shall not be deemed a breach of the Contract. As such, Contractor agrees that the 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 GRAMA. Contractor gives the UIPA and the State of Utah express permission to make copies of the Contract, related sales orders, related pricing documents, and invoices in accordance with GRAMA. 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 UIPA and the State of Utah are not obligated to inform Contractor of any GRAMA requests for disclosure of the Contract, related purchase orders, related pricing documents, or invoices. This Section will survive the expiration or earlier termination of this Contract.

21. DELIVERY: To the extent applicable, all deliveries of physical items under the Contract will be F.O.B. destination 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 UIPA, except as to latent defects or fraud. Contractor shall strictly adhere to the delivery and completion schedules specified in the Contract.

22. ACCEPTANCE AND REJECTION: The UIPA 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 the Contract prior to acceptance of the Procurement Item(s) by the UIPA.

If Contractor delivers nonconforming Procurement Item(s), the UIPA 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 UIPA to redeliver the corrected Procurement Item(s). Repair, replacement, and other correction and redelivery shall be subject to the terms of the Contract.

23. INVOICING: Contractor will submit invoices within thirty (30) days of the delivery date of the Procurement Item(s) to the UIPA. The Contract number shall be listed on all invoices, freight tickets, and correspondence relating to the Contract. The prices paid by the UIPA will be those prices listed in the Contract, unless Contractor offers a prompt payment discount within its Response or on its invoice. The UIPA 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 UIPA’s purchasing card (major credit card).

The acceptance by Contractor of final payment, without a written protest filed with the UIPA within ten (10) business days of receipt of final payment, shall release the UIPA and the State of Utah from all claims and all liability to the Contractor. The UIPA’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 UIPA or the State of Utah may have against Contractor. The State of Utah and the UIPA will not allow the Contractor to charge end users electronic payment fees of any kind.

25. INTELLECTUAL PROPERTY: Except as set forth below in this Section, all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to the UIPA under the Contract or prepared by or on behalf of Contractor in the course of performing the services (collectively, the “Deliverables") shall be owned exclusively by the UIPA. Contractor agrees and will cause its personnel to agree, that with respect to any Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. §101, such Deliverables are hereby deemed a "work made for hire" for the UIPA. To the extent that any of the Deliverables do not constitute a "work made for hire," Contractor hereby irrevocably assigns and shall cause its personnel to irrevocably assign to the UIPA all Intellectual Property Rights worldwide in the Deliverables. The Contractor shall cause its personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such Contactor personnel may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the Deliverables. Contractor shall fully document and disclose to UIPA any and all Deliverables and intellectual property subject to assignment under this Section, including delivering to UIPA all designs, documentation, flow charts, logic diagrams, specifications, and other works of authorship that may be written or created in connection with the services. Contractor shall render all reasonable assistance requested by UIPA to secure, protect, and enforce rights in such Deliverables and intellectual property. Such assistance shall include the execution of any assignment, application, oath, affidavit, declaration, petition, or other instrument reasonably required by UIPA. At the sole expense of UIPA, Contractor shall execute and deliver to UIPA such assignments and notices of assignment as UIPA may request for purposes of recordation.

All Intellectual Property Rights in all documents, data, know-how, methodologies, software, and other materials provided by or used by Contractor in performing the services and developed or acquired by the Contractor prior to or independently of the Contract (collectively, “Pre-Existing Materials”) shall be owned exclusively by Contractor and its licensors. Contractor hereby grants the UIPA a perpetual, fully paid-up, royalty-free, worldwide, non-exclusive license to use, display, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell and otherwise exploit any Pre-Existing Materials to the extent incorporated in or otherwise necessary for the use of the Deliverables.

The UIPA and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to the UIPA Materials, including all Intellectual Property Rights therein. Contractor shall have no right or license to use any UIPA Materials except solely during the term of the Contract to the extent necessary to provide the services and Deliverables to the UIPA. All other rights in and to the UIPA Materials are expressly reserved by the UIPA.

Upon expiration or termination of the Contract, Contractor shall cease use of all UIPA Materials and return (or destroy, in UIPA’s sole discretion), all UIPA Materials. “UIPA Materials” means all documents, data, information, specifications, drawings, designs, software, reports, records, and other materials, in any form or media, that are provided by or on behalf of the UIPA to the Contractor in connection with the Contract.

26. ASSIGNMENT: Contractor may not assign, sell, transfer, subcontract or sublet rights, or delegate any right or obligation under the Contract, in whole or in part, without the prior written approval of the UIPA. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Contractor (regardless of whether Contractor is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under the Contract for which the UIPA’s prior written consent is required. No assignment, delegation, or transfer will relieve Contractor of any of its obligations or performance under the Contract. Any purported assignment, delegation, or transfer in violation of this Section is void.

27. REMEDIES: The rights and remedies under this Contract are cumulative and in addition to any other rights or remedies available at law or in equity or otherwise. If Contractor breaches this Agreement, UIPA may debar/suspend Contractor from receiving future contracts from the UIPA or the State of Utah.

28. LIMITATION OF LIABILITY: IN NO EVENT WILL UIPA BE LIABLE TO CONTRACTOR FOR: (A) ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT

(INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS

FORESEEABLE AND WHETHER OR NOT UIPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES; OR (B) DIRECT DAMAGES OF MORE THAN THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CONTRACTOR IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

29. CONFIDENTIALITY: Contractor shall safeguard the UIPA’s Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care. Contractor shall not (i) access or use the UIPA’s Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with the Contract, and (ii) disclose the UIPA’s Confidential Information to any person or entity, except to the Contractor's employees and representatives who have a need to know the Confidential Information for Contractor to exercise its rights or perform its obligations hereunder. On the expiration or termination of the Contract, Contractor shall promptly return to the UIPA all copies, whether in written, electronic, or other form or media, of the UIPA’s Confidential Information, or (at the UIPA’s option) destroy all such copies, and certify in writing to the UIPA that such Confidential Information has been destroyed. Contractor’s obligations under this Section are effective during the term of the Contract and for a period of two (2) years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Contract for as long as such Confidential Information remains subject to trade secret protection under applicable law.

If Contractor or any of its employees or representatives is compelled by applicable law to disclose any Confidential Information of the UIPA, then, to the extent permitted by applicable law, Contractor shall: (a) promptly, and prior to such disclosure, notify the UIPA in writing of such requirement so that the UIPA can seek a protective order or other remedy or waive its rights under this Section, and (b) provide reasonable assistance to the UIPA, at the UIPA’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the UIPA waives compliance or, after providing the notice and assistance required under this Section, Contractor remains required by law to disclose any Confidential Information, Contractor shall disclose only that portion of the Confidential Information that, on the advice of the Contractor’s legal counsel, the Contractor is legally required to disclose and, on the UIPA’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

30. PUBLICITY; MARKS: Contractor shall submit to the UIPA for written approval all advertising and publicity matters relating to the Contract. It is within the UIPA’s sole discretion whether to provide approval, which approval must be in writing. Contractor shall comply with all UIPA trademark‑usage guidelines. Contractor may not use any UIPA names, logos, trademarks, or service marks (“UIPA Marks”) without UIPA’s prior written approval, and any approved use must be in strict compliance with UIPA’s then‑current trademark‑usage requirements. All right, title and interest in and to the UIPA Marks shall remain solely owned by UIPA, and all goodwill arising from Contractor’s permitted use of UIPA Marks shall inure solely to the benefit of UIPA.

31. WORK ON UIPA OR ELIGIBLE USER PREMISES: Contractor shall ensure that personnel working on UIPA premises shall: (i) abide by all of the rules, regulations, and policies of the premises; (ii) remain in authorized areas;

(iii) follow all instructions; and (iv) be subject to a background check, prior to entering the premises. The UIPA or Eligible User may remove any individual for a violation hereunder.

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

33. SUSPENSION OF WORK: The UIPA reserves the right, in its sole discretion, to suspend Contractor’s performance under the Contract at any time, without liability to Contractor, by providing written notice. Such suspension shall not constitute a breach of the Contract. Contractor’s obligations may be reinstated only upon written notice from

UIPA.

34. PROCUREMENT ETHICS: Contractor understands that a person who is interested in any way in the sale of any supplies, services, construction, or insurance to the State of Utah (including the UIPA) 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 State of Utah (including the UIPA), 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 shall comply with all applicable procurement ethics and anti-bribery and anti-kickback laws and regulations, including as set forth in this Section 34.

35. ATTORNEY’S FEES: In the event of any judicial action to enforce rights under the Contract, each party shall bear its own costs and attorney’s fees.

36. TRAVEL COSTS: If travel expenses are permitted by the Solicitation, then all travel costs associated with the delivery of Services under the Contract will be paid according to the rules and per diem rates found in the Utah Administrative Code R25-7. Invoices containing travel costs outside of these rates will be returned to Contractor for correction.

37. ALCOHOL: UIPA shall not reimburse, directly or indirectly, any expenses for alcoholic beverages or any costs associated with the purchase, service, or consumption of alcohol.

38. DISPUTE RESOLUTION: In the event of any dispute, claim, or controversy arising out of or relating to the Contract, the parties shall first attempt to resolve the matter through informal good‑faith discussions between representatives with authority to settle the dispute. If the dispute is not resolved through informal discussions within a reasonable time (to be not more than 10 days), either party may request non-binding mediation in Salt Lake County, Utah before a mutually agreed upon mediator. If the dispute is not resolved through mediation, either party may pursue its rights or remedies exclusively in the courts specified under Section 2 (Governing Law and Venue).

Notwithstanding anything to the contrary, the informal dispute‑resolution and mediation requirements of this Section 38 shall not apply to any action by UIPA to seek injunctive relief or other equitable remedies, and nothing herein limits the UIPA’s right to pursue such relief at any time pursuant to Section 2.

39. SURVIVAL OF TERMS: Termination or expiration of the Contract shall not extinguish or prejudice the UIPA’s right to enforce the Contract with respect to any default of the Contract or defect in the Procurement Item(s) that has not been cured. The rights and obligations of the Parties set forth in Sections 1, 2, 3, 4, 8, 9, 10, 12, 16, 17, 20, 25, 26, 27, 28, 29, 32, 35, 38, this Section 39, 40, 41, 42, 44, 45, and any right or obligation of the Parties in the Contract which, by its nature, should survive termination or expiration of the Contract, will survive any such termination or expiration of the Contract.

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

41. ERRORS AND OMISSIONS: Contractor shall not take advantage of any errors and/or omissions in the Contract.

The Contractor must promptly notify the UIPA of any errors and/or omissions that are discovered.

42. ENTIRE AGREEMENT; CONFLICTS: The Contract (including these Terms) 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. In the event of any conflict between these Terms and the Agreement in which these Terms are attached, the Agreement shall govern. These Terms prevail over any terms and conditions contained in any other documentation other than the Agreement itself, and expressly exclude any of Contractor’s general terms and conditions or any other document issued by Contractor in connection with the Contract.

43. ANTI-BOYCOTT ACTIONS: In accordance with Utah Code 63G-27 et seq., Contractor certifies that it is not currently engaged in any “economic boycott” nor a “boycott of the State of Israel” as those terms are defined in

Section 102. Contractor further certifies that it has read and understands 63G-27 et. seq., that it will not engage in any such boycott action during the term of the Contract, and that if it does, it shall promptly notify the State in writing.

44. INJUNCTIVE RELIEF: Contractor agrees that a breach by Contractor of this Section 25 (Intellectual Property) or Section 29 (Confidentiality) may cause irreparable injury to UIPA not adequately compensable in monetary damages alone or through other legal remedies. Therefore, in the event of a breach, UIPA shall be entitled to seek preliminary and permanent injunctive relief, specific performance, and other equitable relief in addition to damages and other legal remedies. UIPA shall have no obligation to post a bond or provide other security.

45. TIME IS OF THE ESSENCE: The services (and Procurement Item(s)) shall be completed (and delivered) by any applicable deadlines stated in the Contract. Time is of the essence. Contractor shall be liable for all reasonable damages to UIPA and anyone for whom the UIPA may be liable as a result of Contractor’s failure to timely perform the services or deliver the Procurement Item(s) required under the Contract.

46. REVIEWS: UIPA reserves the right to perform plan checks, plan reviews, other reviews, and/or comment upon the services and Procurement Item(s) of Contractor. Such reviews do not waive the requirement of Contractor to meet all of the terms and conditions of the Contract.

47. RESTRICTED FOREIGN ENTITIES AND FORCED LABOR: In accordance with Utah law, Contractor certifies that they are not providing a “forced labor product” as defined in Utah Code 63G-6a-121. If the Contractor is providing technology or technology services, networks, or systems, the Contractor certifies that the aforementioned does not come from a “restricted foreign entity,” as also defined in UCA 63G-6a-121.

(Revision Date:1/27/2026)