7-Sample Contract.docx

SNOW COLLEGE CONTRACT

(To accompany a Bid or RFP)

1. PARTIES: This contract (“Contract”) is between Snow College, a body politic and corporate of the State of Utah located at 150 College Ave., Ephraim, UT, Utah 84627 and Richfield, Utah and the following party hereinafter referred to as the “Contractor”:

(Check One)

Name:

Sole Proprietor

Street Address:

Non-Profit Corp

City: State: Zip:

Corporation

Contact Person:

Partnership

Telephone No.: Email Address:

Government

2. GENERAL PURPOSE OF CONTRACT: The general purpose of this Contract is:

To provide New Flooring on Snow College Campus as required in the Bid and described in the Contractor’s proposal.

This Contract is entered into as a result of Bid/RFP No. SNOC25261026 -- Epoxy / Polyaspartic Vinyl Chip Floor and incorporates the terms and conditions of the Bid/RFP, any Purchase Order generated as a result of the Bid/RFP (provided the Contractor accepts the purchase order and the terms in any purchase order (other than the services, quantities, contact information and prices) will not be binding on Contractor) and Contractor’s responses to the Bid/RFP to the extent such responses are proper and accepted.

3. CONTRACT PERIOD:

Beginning Date: December 12, 2025 Termination Date: Must be completed by December 19, 2025, or upon completion. Unless terminated earlier or extended in accordance with the terms and conditions of this Contract. Snow College reserves the right to terminate this Contract if the Contractor is unable to implement or continually provide services required in this Contract.

4. OBLIGATIONS OF SNOW COLLEGE:

a. Snow will assign a Project Manager who will be (the “Project Manager”). The Project Manager will coordinate the project with Contractor and will serve as the main contact. The Project Manager may be contacted at 435-283-____ and @snow.edu

5. OBLIGATIONS OF CONTRACTOR:

a. Complete the agreed upon work in accord with the Bid/RFP.

b. Complete the work in a timely manner. It is expressly agreed that time is of the essence under this Contract.

c. Contractor shall comply with the reasonable directions of the Project Manager.

d. Be responsible for the loss, theft, mysterious disappearance of, or damage to, equipment, tools, materials, supplies and other personal property of Contractor. Snow College shall have no responsibility for any of the foregoing.

6. SPECIAL CONDITIONS: The following special conditions apply to this Contract. Any conflict between a special condition and the Attachments referred to below will be resolved in favor of the special condition.

a. None

7. ATTACHMENTS: The following attachments are attached hereto and made part of this Contract. Any conflicts between Attachment A and other Attachments, if any, will be resolved in favor of Attachment A.

a. Attachment A: SNOW COLLEGE STANDARD CONTRACT TERMS AND CONDITIONS

b. Bid or RFP # SNOC25261026 -- Epoxy / Polyaspartic Vinyl Chip Floor including RFP specifications and vendor’s proposal.

IN WITNESS WHEREOF, the parties have caused this Contract to be executed by their duly authorized representatives.

CONTRACTOR: SNOW COLLEGE:

_________________________________ SNOW COLLEGE

Print Name of Company

By: By: _______________________ ____ Its: Date Its: Date

Print Name of Signer

Print Title of Signer

SNOW COLLEGE

150 College Ave, Ephraim, Utah 84627 Telephone (435) 283-7260

ATTACHMENT A: SNOW COLLEGE STANDARD CONTRACT TERMS AND CONDITIONS

The following are the Standard Contract Terms and Conditions applicable to SNOW COLLEGE (“SNOW COLLEGE”) contracts. ACCEPTANCE OF A CONTRACT IS AN AGREEMENT BY YOU (“CONTRACTOR”) TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN (HEREINAFTER REFERRED TO AS “T&C”). NO MODIFICATION OR WAIVER OF ANY OF THE PROVISIONS OF THIS T&C WILL BE BINDING UPON SNOW COLLEGE UNLESS MADE IN A WRITING SPECIFICALLY REFERRING TO THIS T&C AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SNOW COLLEGE; SIGNING CONTRACTOR’S DOCUMENTS SHALL NOT BE CONSIDERED A MODIFICATION OR WAIVER OF ANY OF THESE PROVISIONS. ANY AND ALL PRE-PRINTED TERMS AND CONDITIONS ON CONTRACTOR’S DOCUMENTS ARE HEREBY REJECTED AND SHALL BE SUPERSEDED BY THIS DOCUMENT. IN THE EVENT OF A CONFLICT, THE TERMS AND CONDITIONS OF THIS T&C SHALL TAKE PRECEDENCE.

1. APPLICABILITY: The T&C shall apply to all contracts for goods and/or services. “Services” means the tutoring services to be performed or provided by Contractor pursuant to the Contract to which these T&C’s have been attached (the contract and these T&C’s hereinafter collectively referred to as the “Contract”). Services include, but are not limited to, any deliverable(s) (including, without limitation, supplies, equipment, or commodities) that result from Contractor’s performance of its Services pursuant to the Contract. Services include professional services. “Goods” means all types of tangible personal property (commodities), including, but not limited to, materials, supplies, and equipment that Contractor is required to deliver under the Contract. To the extent the Contract entails delivery or performance of services (including maintenance, installation, or product support) such services will be deemed “Goods” within the meaning of the Utah Uniform Commercial Code when reasonable to do so.

2. AUTHORITY: Provisions of the Contract are pursuant to the authority set forth in the Utah Procurement Code, 63G-6a, Utah Code Annotated (U.C.A.) 1953, as amended, and SNOW COLLEGE Purchasing Policies, Rules and Regulations.

3. LAWS AND REGULATIONS: Any and all goods and services furnished will comply fully with all applicable Federal and State laws and regulations and Contractor shall comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations including applicable licensure and certification requirements. Contractor agrees to abide by applicable Snow College policies, procedures, rules, and regulations including fire, safety, traffic, parking, and security regulations. Contractor agrees to obtain all required certificates, permits, licenses, and inspections necessary for the proper execution and completion of the object of the Contract. Contractor shall take all necessary precautions to prevent injury and loss to persons or property. Contractor shall promptly repair all damage caused by the work, and restore all areas damaged by the work to their original condition.

4. CONTRACT JURISDICTION, CHOICE OF LAW, VENUE: The provisions of the Contract shall be governed by the laws of the State of Utah. The parties will submit to the jurisdiction of the courts of Sanpete County, Utah for any dispute arising out of the Contract or the breach thereof. Venue shall be in Sanpete County, Utah.

5. RECORDS ADMINISTRATION: Contractor shall maintain, or supervise the maintenance of, all records necessary to properly account for any payments made to Contractor for costs authorized by the Contract for at least six years after final payment or until all audits initiated within the six years have been completed, whichever is later. Subject to Contractor’s reasonable security and operating requirements then in effect and no more than once per year, Contractor agrees to allow SNOW COLLEGE and/or State and Federal auditors and staff, at no additional cost, access to all records pertaining to the Contract for audit and inspection and monitoring of services. Such access will be during normal business hours or by appointment

6. CONFLICT OF INTEREST AND PROCUREMENT ETHICS: Contractor represents that none of its officers or employees are officers or employees of SNOW COLLEGE unless disclosure has been made in accordance with Utah Code 67-16-8, as amended. Further, Contractor certifies that it has not offered or given any gift or compensation prohibited by any law including Utah Code 67-16-5 and -5.6 to any officer or employee of SNOW COLLEGE to secure favorable treatment with respect to being awarded the Contract and is otherwise in compliance with the Procurement Code of State of Utah.

7. INDEPENDENT CONTRACTOR: Contractor shall be an independent contractor and, as such, shall have no authorization, express or implied, to bind SNOW COLLEGE to any agreements, settlements, liability, or understanding whatsoever and agrees not to perform any acts as agent for SNOW COLLEGE except as herein expressly set forth. Compensation stated in the Contract shall be the total amount payable to the Contractor by SNOW COLLEGE. The Contractor shall be responsible for the payment of all income tax and social security amounts due as a result of payments received from SNOW COLLEGE for these contract services. Persons employed by SNOW COLLEGE and acting under the direction of SNOW COLLEGE shall not be deemed to be employees or agents of the Contractor.

8. INDEMNITY: The Contractor agrees to indemnify, save harmless, and release SNOW COLLEGE, and all its officers, agents, volunteers, and employees from and against any and all loss, damages, injury, liability, suits, and proceedings arising out of or related to the sale of its goods or performance of its services which are caused in whole or in part by the negligence or intentional misconduct of the Contractor's officers, agents, volunteers, or employees, but not for claims to the extent arising from SNOW COLLEGE’s negligence or intentional misconduct. Any term of Contractor’s regarding a duty to indemnify it is expressly rejected.

9. EQUAL OPPORTUNITY AND TITLE IX: Contractor agrees to abide by the provisions of state and federal law and regulation prohibiting discrimination on any basis. This includes the following: Title VI and VII of the Civil Rights Act of 1964 (42USC 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 prohibit discrimination on the basis of disabilities; Utah's Executive Order, dated March 17, 1993, which prohibits sexual harassment in the workplace; and Title IX of the Education Amendments of 1972 (20 USC 1681), which prohibits discrimination on the basis of sex in any federally funded education program or activity. Contractor shall include the necessary provisions in any subcontract or purchase order relating to the provision of goods and services to SNOW COLLEGE in connection with the Contract to ensure that such subcontractors are equally bound by this provision. Contractor additionally agrees: (1) that it will cooperate with any investigation by SNOW COLLEGE of a claimed violation of the above; (2) to abide by any interim measures imposed during the course of an investigation and/or final measures imposed as a result of an investigation; and (3) that the Contract may be terminated without further recourse in the event of a finding of a violation by Contractor or its employees, subcontractors, and related parties.

10. SEPARABILITY CLAUSE: A declaration by any court, or any other binding legal source, that any provision of the Contract illegal and void shall not affect the legality and enforceability of any other provision of the Contract, unless the provisions are mutually dependent.

11. SURVIVAL OF TERMS: Any right, obligation, or condition that, by its express terms or nature and context, is intended to survive the termination or expiration of this Agreement, shall survive any such termination or expiration hereof including any indemnity obligations of the parties.

12. CANCELLATION OR REVISION: The Contract may be amended, changed, revised, or canceled only by written amendment signed by each Party. Automatic renewals will not apply even if stated elsewhere in the Contract unless a reference to this section is made. Change orders must be submitted in writing and are valid only when Snow College approves them in writing.

13. DEBARMENT: The Contractor certifies that neither it nor its principals are presently or have ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any transaction or contract by any governmental department or agency. If the Contractor cannot certify this statement, Contractor shall provide a written explanation for review by SNOW COLLEGE. The Contractor must notify SNOW COLLEGE’s Director of Purchasing within thirty (30) days if debarred by any governmental entity during the Contract period.

14. CHANGE IN LAW OR NONAPPROPRIATION OF FUNDS: 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 SNOW COLLEGE if SNOW COLLEGE reasonably determines that: (1) 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 (2) that a change in available funds affects SNOW COLLEGE’s ability to pay under the Contract. A change of available funds as used in this paragraph includes, but is not limited to, a change in Federal or State funding, whether as a result of a legislative act or by order of the President or the Governor. If written notice is delivered under this section, SNOW COLLEGE will reimburse Contractor for products delivered or services performed through the date of cancellation or reduction, and SNOW COLLEGE will not be liable for any future commitments, penalties, or liquidated damages.

15. SALES TAX EXEMPTION: As a governmental unit of the State of Utah, SNOW COLLEGE is exempt from paying Utah sales tax on purchases made by the College. SNOW COLLEGE’s sales and use tax exemption number is 11972586-002-STC. In addition, SNOW COLLEGE has a State of Utah religious and charitable sales tax exemption number whereby certain purchases of tangible personal property made by construction contractors, purchased on behalf of the College in accordance with Utah Tax Commission Rule R865-19S-58, may be exempt from Utah sales tax. The contractor and SNOW COLLEGE will work together to decide what College construction projects are eligible for the contractor to receive and use the College’s religious and charitable sales tax number in order to purchase materials tax exempt.

16. WARRANTY: The Contractor agrees to warrant and assume responsibility for all products (including hardware, firmware, and/or software products) that it licenses, contracts, or sells to SNOW COLLEGE under the Contract for a minimum period of one (1) year unless otherwise specified and mutually agreed upon in a signed writing. The Contractor acknowledges that all warranties granted to the buyer by the Uniform Commercial Code, as adopted by the State of Utah, apply to the Contract. Product liability disclaimers and/or warranty disclaimers from Contractor or seller are not applicable to the Contract unless otherwise specified and mutually agreed upon in a signed writing. In general, the Contractor warrants that: (1) the product will do what the salesperson said it would do, (2) the product will live up to all specific claims that the manufacturer makes in their advertisements, (3) the product will be suitable for the ordinary purposes for which such product is used, (4) the product will be suitable for any special purposes that SNOW COLLEGE has relied on the Contractor’s skill or judgment to consider when it advised SNOW COLLEGE about the product, (5) the product has been properly designed and manufactured, and (6) the product is free of significant defects or unusual problems about which SNOW COLLEGE has not been warned. Remedies available to SNOW COLLEGE include the following:

i. Contractor will repair or replace (at no charge to SNOW COLLEGE) the product whose nonconformance is discovered and made known to the Contractor in writing.

ii. If the repaired and/or replaced product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any payments that have been made.

Nothing in this warranty shall be construed to limit any rights or remedies SNOW COLLEGE may otherwise have under the Contract or law. In addition, SNOW COLLEGE shall be entitled to the greater of the rights contained in this section or any warranty offered by Contractor or the manufacturer, including a warranty period of greater than one (1) year.

17. ACCESSIBILITY: Contactor represents and warrants that deliverables comply with Web Content Accessibility Guidelines (WCAG) Version 2.0 Level AA (or the most current version). Upon request Contractor shall provide written documentation verifying accessibility. Contractor further agrees to promptly respond to and resolve accessibility complaints received from SNOW COLLEGE and to defend, indemnify, and hold SNOW COLLEGE harmless in the event of claims arising from inaccessibility.

18. PUBLIC INFORMATION: Contractor acknowledges that SNOW COLLEGE: (1) is a governmental entity subject to the Utah Government Records Access and Management Act, Utah Code Ann. § 63G-2-101 et seq., as amended ("GRAMA"); (2) that certain records within SNOW COLLEGE’S possession or control, including without limitation, the Contract, related Sales Orders, Invoices and Purchase Orders will be public documents, and may be subject to production to third parties; and (3) the provisions of GRAMA will take precedence over any statements of confidentiality, proprietary information, copyright information, or similar notation on the above-described documents. SNOW COLLEGE is not obligated to give Contractor advance notice of any request for disclosure of the above-described documents and any requirement of Contractor to give advanced notice of a possible production of these materials is expressly rejected.

19. DELIVERY: Orders must be shipped directly to the ordering department at address specified. Shipments must be made in accordance with the item(s) as described and priced on this order. Also, orders must be shipped F.O.B. Destination, Freight Prepaid, unless other shipping instructions are described in this order. UNLESS INDICATED OTHERWISE, ALL ORDERS MUST BE SHIPPED PROMPTLY (WITHIN 5 WORKING DAYS), UPON RECEIPT OF ORDER. Responsibility and liability for loss or damage will remain with Contractor until final inspection and acceptance when responsibility will pass to SNOW COLLEGE except as to latent defects, fraud, and Contractor's warranty obligations.

20. PRICING AND INVOICING: Prices to be paid for goods or services ordered are the prices listed in the Contract, which include all shipping and delivery charges, unless otherwise described on this order. CONTRACTOR WILL, AFTER DELIVERY, PROMPTLY SUBMIT A CORRECT INVOICE (WITHIN THIRTY (30) DAYS OF SHIPMENT OR DELIVERY OF SERVICES) TO SNOW COLLEGE. Contractor agrees that SNOW COLLEGE has a right to adjust or return any invoice that reflects incorrect pricing. Unless otherwise specified, payment terms shall be business thirty (30) days following the date the order is delivered or the date a correct invoice is received, whichever is later. All payments to the Contractor will be remitted by mail unless paid by SNOW COLLEGE’s Purchasing Card (major credit card). Snow College may withhold payment if: (1) Contractor has not complied with the terms of the Contract; (2) liens or claims have been filed or made, or there is reasonable probability that they may be made; or (3) if the Contractor has not promptly made payments to all material men or subcontractors, if any.

21. PAYMENT DISCOUNT: Contractor shall reflect on the invoice any payment discount terms originally quoted, bid, or offered. Any such discount will apply to payments made with purchasing cards, checks, or electronic transfer. Where prompt payment discounts apply, the period for computing such discount shall begin on the date a correct invoice, including any adjustment for damage or incomplete shipment, is received by SNOW COLLEGE; except that if testing is performed, the date will be the date of acceptance of the merchandise. Discount will be taken on the total amount of the invoice.

22. TRAVEL: If the Contract provides for reimbursement or payment of travel expenses, such payment or reimbursement shall be limited in accord with the types and amounts authorized by the State of Utah and SNOW COLLEGE for employee travel. See Utah Administrative Code R25-7; SNOW COLLEGE Policies.

23. TIME IS OF THE ESSENCE: The Services shall be completed by any applicable deadline stated in the Contract. For all Services, time is of the essence. Contractor shall be liable for all reasonable damages to Snow College, the State of Utah, and anyone for whom the State of Utah may be liable as a result of Contractor’s failure to timely perform the Services required under the Contract.

24. STANDARD OF CARE: The Services of Contractor 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 the Contract..

25. INTENTIONALLY LEFT BLANK

26. INDEMNIFICATION RELATING TO INTELLECTUAL PROPERTY: Contractor will defend, indemnify, and hold harmless SNOW COLLEGE, at Contractor’s expense, against any claim, demand, suit, or proceeding (“Claim”) brought against SNOW COLLEGE or the State of Utah by a third party alleging that the Services infringe or misappropriate an intellectual property right of the third party and will indemnify SNOW COLLEGE for and hold SNOW COLLEGE harmless from any damages finally awarded to the third party claimant or agreed to in settlement of the Claim, provided that SNOW COLLEGE (1) promptly gives Contractor written notice of the Claim; (2) provides to Contractor reasonable assistance necessary for Contractor to defend or settle the Claim. If SNOW COLLEGE’s use of the Services is enjoined in connection with the Claim, Contractor may choose to either modify the Services to be non-infringing (while substantially preserving its utility and functionality), obtain a license to allow for continued use of the Services or Contractor may terminate this Agreement and refund any prepaid fees for unused Services. Contractor will have no indemnification obligation for any Claim to the extent the Claim arises from or is based upon the use of the Services in an unlawful or unauthorized manner. The provisions of this section state the sole, exclusive and entire liability of Contractor to SNOW COLLEGE with respect to any Claim described in this section.

27. OWNERSHIP IN INTELLECTUAL PROPERTY: SNOW COLLEGE and Contractor each recognizes that each has no right, title, or interest, proprietary or otherwise, in the intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. For clarity, Contractor retains all rights, title, and interest in and to all aspects of the Services, any changes to or derivative works of the Services, and recordings and transcripts of tutoring sessions which are used for quality control, professional development of tutors, and other purposes. During the term of this Agreement or any extension thereof, Contractor grants SNOW COLLEGE and its authorized users the non-exclusive, revocable, non- transferable right to use the tutoring services provided by Contractor.

28. CONFIDENTIALITY: If (“Confidential Information”) is disclosed to Contractor, Contractor shall: (1) advise its agents, officers, employees, partners, and Subcontractors of the obligations set forth in the Contract; (2) keep all Confidential Information strictly confidential; and (3) not disclose any Confidential Information received by it to any third parties. Contractor will promptly notify SNOW COLLEGE of any potential or actual misuse or misappropriation of Confidential Information. 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 SNOW COLLEGE and the State of Utah, including anyone for whom SNOW COLLEGE or the State of Utah 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. Upon termination or expiration of the Contract, Contractor will return all copies of Confidential Information to SNOW COLLEGE 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 the Contract. Except as otherwise provided by law, SNOW COLLEGE shall treat Contractor’s non-public information as Confidential Information of Contractor and use such information only in connection with this Agreement. Pursuant to Utah Code Ann. § 63G-2-309 of GRAMA, any confidential information provided to SNOW COLLEGE that Contractor believes should be protected from disclosure must be accompanied by a written claim of confidentiality with a concise statement of reasons supporting such claim. Notwithstanding any provision to the contrary in the Contract, SNOW COLLEGE may disclose any information or record to the extent required by GRAMA or otherwise required by law, and to SNOW COLLEGE’s employees, attorneys, accountants, consultants, and other representatives on a need-to-know basis; provided, however, that such representatives shall be subject to confidentiality obligations no less restrictive than those set forth in the Contract.

29. ASSIGNMENT/SUBCONTRACTING: Contractor will not assign, sell, transfer, subcontract, or delegate its duties without the prior written approval of SNOW COLLEGE.

30. INSURANCE: Contractor agrees to procure and keep in place insurance for commercial general liability, professional liability insurance (if traditionally obtained in contractor’s industry), workers compensation insurance (as required by law), and automobile liability insurance (if transporting SNOW COLLEGE employees, agents or students). Such insurance will be in commercially reasonable amounts. Specifically, Contractor will maintain Comprehensive General, Contractual, and Automobile Liability Insurance (if transporting SNOW College employees, agents or students), with a minimum limit of $2,000,000 per occurrence for bodily injury (including death) and property damage liability, as required by Federal, State and local laws. Contractor shall provide proof of the general liability insurance policy and other required insurance policies to SNOW COLLEGE within thirty (30) days of contract award. Contractor must add SNOW COLLEGE as an additional insured with notice of cancellation. Failure to provide proof of insurance as required will be deemed a material breach of the Contract. Contractor’s failure to maintain this insurance requirement for the term of the Contract will be grounds for immediate termination of the Contract.

31. FORCE MAJEURE: Neither party to the Contract will be held responsible for delay or default caused by fire, riot, acts of God, and/or war beyond that party's reasonable control. SNOW COLLEGE may terminate the Contract after determining such delay or default will reasonably prevent successful performance of the Contract. If terminated, SNOW COLLEGE will pay any outstanding invoices to the extent SNOW COLLEGE obtains value for the provided goods or services.

32. CERTIFY REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION SYSTEM”: The Status Verification System, also referred to as “E-verify”, only applies to contracts issued through a request for proposal process and to sole sources that are included within a request for proposal. To the extent applicable:

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

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

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

33. CONFLICT OF TERMS AND ORDER OF PREFERENCE: Contractor terms and conditions that apply must be in writing and expressly referred to and approved in writing by a SNOW COLLEGE authorized contract signer. No other terms and conditions will apply to the Contract including terms listed or referenced on a Contractor’s website, terms listed in a Contractor quotation/sales order, Contractor’s standard terms and conditions, etc. In the event of any conflict in the terms and conditions of the Contract, the order of precedence shall be: (1) A negotiated, written, and mutually signed contract; (2) These T&Cs; (3) Contractor’s Terms and Conditions expressly agreed to and to the extent not in conflict. The Contract, with all attachments and incorporated documents, 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.

34. LIMITATION OF LIABILITY: NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES OF ANY CHARACTER, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, RELATING TO THE AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, OR PERSONAL INJURY OR TANGIBLE PROPERTY DAMAGE, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS RELATING TO THIS AGREEMENT WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING SUCH CLAIM.

35. TERMINATION BY CONTRACTOR: Contractor may terminate the Contract if SNOW COLLEGE materially breaches the Contract and fails to cure that breach within thirty (30) days after being notified, in writing, by Contractor of the breach. In the event of termination, Contractor shall return any funds received for any Goods and/or Services not received or rendered as of the date of termination.

36. GOVERNMENTAL ENTITY: Contractor acknowledges that SNOW COLLEGE is a governmental entity under the Governmental Immunity Act of Utah, Utah Code Ann., Section 63G-7-101 et seq., as amended (the “Act”). Nothing in the Agreement shall be construed as a waiver by SNOW COLLEGE of any protections, rights, or defenses applicable to SNOW COLLEGE under the Act, including without limitation, the provisions of Section 63G-7-604 regarding limitation of judgments. It is not the intent of SNOW COLLEGE to incur by contract any liability for the operations, acts, or omissions of the other Party or any third party and nothing in the Agreement shall be so interpreted or construed. Without limiting the generality of the foregoing, and notwithstanding any provisions to the contrary in the Agreement, any obligations of SNOW COLLEGE in the Agreement to indemnify, hold or save harmless, and/or defend contained in the Agreement are subject to the Act, and are limited only to claims that arise from the negligent acts or omissions of SNOW COLLEGE, and the total amount of any such obligations, inclusive of attorney’s fees, are limited to the amounts established in Section 63G-7-604 of the Act.

image1.png