Attachment A State of Wyoming IT Contract Template (1).docx

Attachment A

INFORMATION TECHNOLOGY (IT) CONTRACT BETWEEN

[INSERT AGENCY’S NAME]

AND

[INSERT CONTRACTOR’S FULL LEGAL NAME]

1. Parties. The parties to this Contract are [Insert Agency’s full name] (Agency), whose address is: [Insert Agency’s address], and [Insert Contractor’s full legal name] (Contractor), whose address is: [Insert Contractor’s Address].

2. Purpose of Contract. The purpose of this Contract is to set forth the terms and conditions by which the Contractor shall [Insert a brief description of what Contractor is to do].

3. Term of Contract. This Contract is effective when all parties have executed it (Effective Date). The term of the Contract is from [Insert term starting date or Effective Date] through [Insert ending date]. All services shall be completed during this term.

[Instruction: For contracts that may be extended include the following language: This Contract may be extended [Insert the number of times this Contract can be extended, e.g. “once”, “twice” or other] by agreement of both parties in writing and subject to the required approvals. There is no right or expectation of extension and any extension will be determined at the discretion of the Agency. Remember: If the above language is used, delete the instruction.]

4. Payment.

A. The Agency agrees to pay the Contractor for the services described [Insert either “in Section 5 below” or/and “in Attachment A, which is attached to and incorporated into this Contract by this reference.”]. Total payment under this Contract shall not exceed [Insert total dollar amount, for example, five thousand, two hundred thirty-four dollars and twenty-five cents ($5,234.25)]. Payment shall be made [Insert when the Contractor will be paid, for example: “when services are completed”, “in accordance with the pay schedule attached hereto as Attachment B and incorporated herein by reference” or other appropriate time period. Remember to only use the “incorporation” language the first time you refer to the attachment.]. Payment shall be made within forty-five (45) days after submission of invoice pursuant to Wyo. Stat. § 16-6-602. Contractor shall submit invoices in sufficient detail to ensure that payments may be made in conformance with this Contract.

B. No payment shall be made for work performed before the Effective Date of this Contract. Should the Contractor fail to perform in a manner consistent with the terms and conditions set forth in this Contract, payment under this Contract may be withheld until such time as the Contractor performs its duties and responsibilities to the satisfaction of Agency.

[Instruction: CHOOSE ONE OF THE FOLLOWING THREE OPTIONS FOR TRAVEL EXPENSES:] [Instruction: If Contractor will be responsible for its own costs and expenses, including travel, pick Option 1, remove the italics and delete the remaining options. Remember to delete this instruction.] [Option 1] C. Except as otherwise provided in this Contract, the Contractor shall pay all costs and expenses, including travel, incurred by Contractor or on its behalf in connection with Contractor’s performance and compliance with all of Contractor’s obligations under this Contract.

[Instruction: If Agency is going to reimburse Contractor’s travel expenses, pick Option 2 or 3, remove the italics and delete the remaining options. Remember to delete this instruction.] [Option 2] C. When the Contractor is working at a location requiring an overnight stay, the Contractor shall be reimbursed at the rates set out in Wyo. Stat. §§ 9-3-102 and 9-3-103.

[Option 3] C. Travel. The payment of travel expenses shall be allowed as set forth below. Contractor is expected to procure the most cost efficient travel arrangements.

(i) Air Travel. The Agency agrees to reimburse the Contractor’s air travel expenses related to the performance of this Contract. Air travel shall be reimbursed based on actual costs, supported by a copy of the original receipt with the invoice. Contractor must select the lowest airfare (fares available in the market at the time of booking, preferably well in advance of trip to attain the lowest possible airfare). Contractor shall book economy class fares for all domestic travel. First class bookings are not reimbursable. [Helpful Hint: If the contractor provides adequate substantiation for the out-of-pocket air travel expenses, reimbursement for these expenses will NOT be reported as income on Form 1099-MISC. For further detail on contractor travel reimbursement please review IRS publication 463 at https://www.irs.gov/pub/irs-pdf/p463.pdf. Remember to delete highlighting and hint.] [Use one of the following for use of personal car or car rental]

(ii) Personal Vehicle. Mileage shall be reimbursed at the rate of [Insert amount, for example, fifty-four cents ($0.54) or the current State rate] per mile based on standard map mileage. [Helpful Hint: If the reimbursement mileage rate is less than or equal to the federal standard mileage rate for the cost of operating the contractor’s vehicle for performance of this contract, the reimbursement rate will NOT be reported as income on Form 1099 MISC. Should the reimbursement mileage rate exceed the federal standard mileage rate, the excess WILL be reported as income on form 1099-MISC. For further detail on contractor travel reimbursement please review IRS publication 463 at https://www.irs.gov/pub/irs-pdf/p463.pdf. Remember to delete highlighting and hint.]

[or]

(iii) Car Rental. The Agency agrees to reimburse the Contractor’s car rental expenses related to the performance of this Contract. Car rental expenses shall be reimbursed at actual costs, supported by a copy of the original receipt with the invoice. Contractor must select the lowest rental rates for an appropriate vehicle. [Helpful Hint: If the contractor provides adequate substantiation for the out-of-pocket car rental expenses, reimbursement for these expenses will NOT be reported as income on Form 1099-MISC. For further detail on contractor travel reimbursement please review IRS publication 463 at https://www.irs.gov/pub/irs-pdf/p463.pdf. Remember to delete highlighting and hint.] D. Lodging.

The Agency agrees to reimburse Contractor’s lodging expenses related to the performance of this Contract. Lodging expenses shall be reimbursed at actual costs, supported by a copy of the original receipt with the invoice. The Contractor shall only invoice the Agency for the basic room rate, taxes, and lodging fees. The Agency is not responsible for incidentals or miscellaneous expenses charged to the room. Incidental and miscellaneous expenses for which the Agency shall not be responsible include charges such as alcohol, internet, telephone charges, mini-bar, and movies. [Helpful Hint: If the contractor provides adequate substantiation for the out-of-pocket lodging expenses, reimbursement for these expenses will NOT be reported as income on Form 1099-MISC. For further detail on contractor travel reimbursement please review IRS publication 463 at https://www.irs.gov/pub/irs-pdf/p463.pdf. Remember to delete highlighting and hint.] [or] The Agency agrees to reimburse Contractor’s lodging expenses related to the performance of this Contract. The Contractor shall be reimbursed for lodging/hotel at the rate of [Insert amount, for example, sixty-five dollars ($65.00)] per day. Requests for reimbursement shall state the amount allowed for lodging/hotel and list the actual number of travel days on the Contractor’s invoice. [Helpful Hint: If the lodging reimbursement is less than or equal to the federal standard per diem rate or under the high-low method for computing federal per diem rates for performance of this contract, the reimbursement rate will NOT be reported as income on Form 1099 MISC. Should the lodging reimbursement exceed the federal per diem rate or under the high-low method for computing federal per diem rates, the excess WILL be reported as income on form 1099-MISC. For further detail on contractor travel reimbursement please review IRS publication 463 at https://www.irs.gov/pub/irs-pdf/p463.pdf. Remember to delete highlighting and hint.] E. Meals.

The Agency agrees to reimburse Contractor’s meal expenses related to the performance of this Contract. Meal expenses shall be reimbursed based on actual costs, supported by a copy of the original receipt with the invoice. [Helpful Hint: If the contractor provides adequate substantiation for the out-of-pocket meal expenses, reimbursement for these expenses will NOT be reported as income on Form 1099-MISC. For further detail on contractor travel reimbursement please review IRS publication 463 at https://www.irs.gov/pub/irs-pdf/p463.pdf. Remember to delete highlighting and hint.] [or] The Agency agrees to reimburse Contractor’s meal expenses related to the performance of this Contract. The Contractor shall be reimbursed for meals at the rate of [Insert amount, for example, thirty-five dollars ($35.00)] per day. This reimbursement amount includes all meal, beverage, and refreshment expenses incurred during the day. Requests for reimbursement shall state the amount allowable for meals and list the actual number of travel days on the invoice. [Helpful Hint: If the meal reimbursement is less than or equal to the federal standard meal allowance or under the high-low method for computing federal per diem rates for performance of this contract, the reimbursement rate will NOT be reported as income on Form 1099 MISC. Should the meal reimbursement exceed the federal standard meal allowance or under the high-low method for computing federal per diem rates, the excess WILL be reported as income on form 1099-MISC. For further detail on contractor travel reimbursement please review IRS publication 463 at https://www.irs.gov/pub/irs-pdf/p463.pdf. Remember to delete this hint.] F. Payment Retained.

The Agency will withhold (retain) ten percent (10%) of each payment due until the Contractor successfully completes the deliverables within the stated deadlines, the [Insert the name of the application/system] and services are implemented into production, and the Agency has given written acceptance of the final product including all written documentation. Upon Agency’s final acceptance of the [Insert the name of the application/system] and services, retainage will be reduced from ten percent (10%) to zero percent (0%).

Payments of invoices will be based upon the Contractor meeting the stated deadlines and upon the State's acceptance of the deliverables. The Agency reserves the right to pursue administrative, contractual, and legal remedies in the event the Contractor has breached or defaulted on the Contract.

G. Final Product Clause.

At any time prior to Acceptance of the [Insert the name of the application/system] and services, the parties agree that should the [Insert the name of the application/system] and services materially fail to perform substantially in compliance with the Agency’s specifications, the Contractor’s liability in such an event will be to return all fees paid by the Agency to that point. Prior to Acceptance, such termination decision will be at the sole discretion of the Agency and is in addition to any other Termination provisions contained within this Contract.

[Remember to delete the italics and highlighting if the above language is used].

5. Responsibilities of Contractor. The Contractor agrees to:

[Instruction: Provide an exact description of the Contractor’s responsibilities under this Contract in Subsections A., B., C., and so on. Contractor’s responsibilities should be stated clearly so that a third party could understand what the Contractor is required to do and be detailed enough to set clear standards for enforcement of the Contract. Remember to delete this instruction.] A. ………… B. ………… C. ………… [Instruction: Alternatively, if the Contractor’s responsibilities are exactly as stated in a proposal or a Statement of Work (SOW), the Agency may attach these documents as a labeled Attachment to this Contract. If you have any questions, please contact your contracts attorney. If such documents are attached, use the following language. Remember to delete this instruction and the italics.] A. Provide the services described in Attachment __.

6. Responsibilities of Agency. The Agency agrees to:

A. Pay Contractor in accordance with Section 4 above.

[Instruction: If the Agency has other duties to perform list them here as subsection B., C., D., and so on. Remember to delete this instruction.] B. ……….

C. ……….

D. ……….

7. Special Provisions. [Note: The following provisions are optional, but recommended. Make sure to add any additional special provisions pertinent to your contract which can be located on the Attorney General’s website under the “AG Contract Manual” link.] A. Change Control Management. The Contractor shall maintain a change control process with all changes which shall be approved through the Agency’s change control board. The change control process will include the reason for the change, a complete description of work to be performed, an estimate of time and cost to complete the change, a completion date for the change and an impact analysis indicating ramifications or impact to the project. If unforeseen circumstances arise where a change order might be needed, the Contractor will submit in writing a description of the problem and proposed resolution to the project manager and primary point of contact [Agency Project Representative] for their consideration. If change orders are needed, the Contractor agrees to continue at the hourly rate of [$??/hr] specified in the proposal.

If unforeseen circumstances arise where a dispute resolution might be needed, Contractor will submit in writing a description of the problem and proposed resolution to the Agency Project Representative for consideration. If change orders are needed, the Contractor agrees to continue at the hourly rate specified in [Attachment A, Statement of Work, or Attachment B, Pricing and Payment Schedule].

In the event it is determined that a change to Attachment A, Statement of Work, is required, a Contract amendment will be made in accordance with the Contract. The change request will be used by the Contractor as the justification for a change to the Statement of Work.

B. Conflicting Language. In the event of a conflict between the Contract, Attachment A, Statement of Work, or any other document attached or incorporated by reference, the following order of precedence will govern, in the order listed: (1) the Contract, (2) Attachment A, Statement of Work, then any other document incorporated by reference.

C. Conflicts of Interest.

(i) Contractor shall not engage in providing consultation or representation of clients, agencies or firms which may constitute a conflict of interest which may result in a disadvantage to the Agency or a disclosure which may adversely affect the interests of the Agency. Contractor shall notify the Agency of any potential or actual conflicts of interest arising during the course of the Contractor’s performance under this Contract. This Contract may be terminated in the event a conflict of interest arises. Termination of this Contract will be subject to a mutual settlement of accounts. In the event this Contract is terminated under this provision, the Contractor shall take steps to ensure that all files, evidence, evaluations and data are provided to the Agency or its designee. This provision does not prohibit or affect the Contractor’s ability to engage in consultations, evaluations or representation under agreement with other agencies, firms, facilities, or attorneys so long as no conflict exists.

(ii) A conflict of interest warranting termination of this Contract may include, but is not necessarily limited to, acting on behalf of a client in an adversarial proceeding against the State of Wyoming, its agencies, boards, commissions or the University of Wyoming, or initiating suits in equity including injunctions, declaratory judgments, writs of prohibition or quo warranto.

D. Kickbacks. Contractor certifies and warrants that no gratuities, kickbacks, or contingency fees were paid in connection with this Contract, nor were any fees, commissions, gifts, or other considerations made contingent upon the award of this Contract. If Contractor breaches or violates this warranty, Agency may, at its discretion, terminate this Contract without liability to the Agency, or deduct from the agreed upon price or consideration, or otherwise recover, the full amount of any commission, percentage, brokerage, or contingency fee.

E. Monitoring Activities. The Agency shall have the right to monitor all Contract related activities of the Contractor and all subcontractors. This shall include, but not be limited to, the right to make site inspections at any time, to bring experts and consultants on site to examine or evaluate completed work or work in progress, and to observe all Contractor personnel in every phase of performance of Contract related work.

F. No Finder Fees. No finder's fee, employment agency fee, or other such fee related to the procurement of this Contract will be paid by either party.

G. Project Representative. All project management and coordination for the Agency shall be through a single point of contact designated as the Project Representative. The Agency Project Representative for this project is [Project Manager or Agency designee].

Any and all work performed under this Contract will be subject to approval and acceptance by the Agency Project Representative. In no instance will the Contractor’s staff refer any matters to any Agency Director or Deputy Directors or any other official in Wyoming unless initial contact, both verbal and in writing, regarding the matter has first been presented to the Agency Project Representative.

All correspondence from the Contractor shall be addressed directly to the Agency Project Representative. The Agency Project Representative or his designee shall be responsible for corresponding and arranging meetings with Agency personnel and outside Agencies and associations.

The Agency Project Representative shall document performance of the Contractor as to the satisfaction of any deliverables required to meet the requirements of the Contract.

The Contractor will be required to perform its work in compliance with Agency technology standards, policies, and procedures, as well as any applicable Federal guidelines.

H. Source Code Ownership and/or Escrow. In the event the Contractor develops custom made software, a complete copy of the most current version of the software source code, with internal documentation, shall be placed in an escrow account that will be made available to the Agency. In the event the Contractor provides the Agency with a proprietary software package, the software will be provided to the Agency for the sole purpose of maintaining the license use of Contractor's software at Agency's location at the time of the issuance of the license. In the event the Contractor becomes insolvent, goes out of business or ceases to support the software, Contractor agrees to transfer the rights to the source code, either custom or proprietary, to the Agency in order for the Agency to continue to support the software.

I. System Failure or Damage. In the event of system failure or damage, as defined in this paragraph, directly caused in whole or in part as a result of the services provided by the Contractor, Contractor agrees to use its best efforts to restore the system to operational capacity. System failure or damage for purposes of this Contract will mean the inability of any mechanism provided by the Contractor pursuant to the terms of this Contract, to operate properly and, as a result of its failure to operate properly, critical government functions, including sending and receiving data information, are unable to be performed.

J. Use of Subcontractors. The Contractor shall be wholly responsible for performance of the entire Contract whether or not subcontractors are used. In any event, whether or not there are subcontracting or joint venture arrangements, a prime contractor shall be designated and the prime contractor shall sign this Contract. The Agency reserves the right to reject any named subcontractor or any subcontractor relationship. The Contractor shall not enter into any subcontracts or joint venture arrangement for any of the work proposed under this Contract without prior written acceptance from the Agency.

K. Warranty of the Deliverables. In the event that the Contractor develops software and applications for the Agency, the Contractor shall commit to a minimum warranty period of twelve (12) months for the software and applications related to this Contract. Notwithstanding prior acceptance of deliverables by the Agency, the Contractor shall expressly warrant all delivered programs and documentation as properly functioning at the start of operations and compliant with the terms of the Contract thereafter. The warranty period will begin at the time the implementation of the application has been formally accepted in writing by the Agency. During the warranty period, the Contractor shall be responsible to correct, at its expense, any problems, defects and deficiencies reported which do not meet the specifications set forth in the Statement of Work. The Contractor will correct all defects and deficiencies in the system and replace incorrect or defective programs and documentation within five (5) business days of notification from the Agency of such deficiencies or within such period as may be necessary to make correction(s) using all due diligence and dispatch as agreed upon between the Agency and the Contractor. Deficiencies properly noted before expiration of the warranty will be covered regardless of such expiration. System modifications and other changes made during the Contract period will also be covered by this warranty.

8. General Provisions.

A. Amendments. Any changes, modifications, revisions, or amendments to this Contract which are mutually agreed upon by the parties to this Contract shall be incorporated by written instrument, executed by all parties to this Contract.

B. Applicable Law, Rules of Construction, and Venue. The construction, interpretation, and enforcement of this Contract shall be governed by the laws of the State of Wyoming, without regard to conflicts of law principles. The terms “hereof,” “hereunder,” “herein,” and words of similar import, are intended to refer to this Contract as a whole and not to any particular provision or part. The Courts of the State of Wyoming shall have jurisdiction over this Contract and the parties. The venue shall be the First Judicial District, Laramie County, Wyoming.

C. Assignment Prohibited and Contract Shall Not be Used as Collateral. Neither party shall assign or otherwise transfer any of the rights or delegate any of the duties set out in this Contract without the prior written consent of the other party. The Contractor shall not use this Contract, or any portion thereof, for collateral for any financial obligation without the prior written permission of the Agency.

D. Audit and Access to Records. The Agency and its representatives shall have access to any books, documents, papers, electronic data, and records of the Contractor which are pertinent to this Contract. [Instruction: Use the following Additional Optional Language in cases where an independent audit is required. Consult your agency's assistant attorney general regarding additional language which is needed to address special requirements. Remember to delete this instruction and remove italics.]

[Additional Optional Language:] The Contractor shall immediately, uponreceiving written instruction from the Agency, provide to any independent auditor or accountant all books, documents, papers, electronic data, and records of the Contractor which are pertinent to this Contract. The Contractor shall cooperate fully with any such independent auditor or accountant during the entire course of any audit authorized by the Agency.

E. Availability of Funds. Each payment obligation of the Agency is conditioned upon the availability of government funds which are appropriated or allocated for the payment of this obligation and which may be limited for any reason including, but not limited to, congressional, legislative, gubernatorial, or administrative action. If funds are not allocated and available for continued performance of the Contract, the Contract may be terminated by the Agency at the end of the period for which the funds are available. The Agency shall notify the Contractor at the earliest possible time of the services which will or may be affected by a shortage of funds. No penalty shall accrue to the Agency in the event this provision is exercised, and the Agency shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section.

F. Award of Related Contracts. The Agency may award supplemental or successor contracts for work related to this Contract or may award contracts to other contractors for work related to this Contract. The Contractor shall cooperate fully with other contractors and the Agency in all such cases.

G. Certificate of Good Standing. The Contractor shall provide to the Agency a Certificate of Good Standing from the Wyoming Secretary of State, or other proof that Contractor is authorized to conduct business in the State of Wyoming, if required, before performing work under this Contract. Contractor shall ensure that all annual filings and corporate taxes due and owing to the Secretary of State’s office are up-to-date before signing this Contract.

H. Compliance with Laws. The Contractor shall keep informed of and comply with all applicable federal, state, and local laws and regulations in the performance of this Contract.

I. Confidentiality of Information. All documents, data compilations, reports, computer programs, photographs, data, and other work provided to or produced by the Contractor in the performance of this Contract shall be kept confidential by the Contractor unless written permission is granted by the Agency for its release. If and when Contractor receives a request for information subject to this Contract, Contractor shall notify Agency within ten (10) days of such request and shall not release such information to a third party unless directed to do so by Agency.

[Government Contractor Option] [Instruction: If Agency is contracting with other governmental entities, including the University of Wyoming, other state entities, or federal entities, insert the following provision and delete the above standard provision. Remember to delete this instruction and remove italics.] I. Confidentiality of Information. Except when disclosure is required by the Wyoming Public Records Act or court order, all documents, data compilations, reports, computer programs, photographs, data, and other work provided to or produced by the Contractor in the performance of this Contract shall be kept confidential by the Contractor unless written permission is granted by the Agency for its release. If and when Contractor receives a request for information subject to this Contract, Contractor shall notify Agency within ten (10) days of such request and shall not release such information to a third party unless directed to do so by Agency.

J. Entirety of Contract. This Contract, consisting of [Insert number of pages, for example, “fourteen (14)”] ___________ (___) pages; Attachment A, [Title of document], consisting of ___________ (___) page(s); and Attachment B, [Title of document], consisting of __________ (___) page(s), represent(s) the entire and integrated Contract between the parties and supersede(s) all prior negotiations, representations, and agreements, whether written or oral. [Include the following sentence if you are attaching or incorporating any documents, but only if you have not already included the Conflicting Language provision under Special Provisions above]: In the event of a conflict or inconsistency between the language of this Contract and the language of any attachment or document incorporated by reference, the language of this Contract shall control.

K. Ethics. Contractor shall keep informed of and comply with the Wyoming Ethics and Disclosure Act (Wyo. Stat. § 9-13-101, et seq.) and any and all ethical standards governing Contractor’s profession.

L. Extensions. Nothing in this Contract shall be interpreted or deemed to create an expectation that this Contract will be extended beyond the term described herein. [Additional Optional Language]: Any extension of this Contract shall be initiated by the Agency and shall be accomplished through a written amendment between the parties entered into before the expiration of the original Contract or any valid amendment thereto, and shall be effective only after it is reduced to writing and executed by all parties to the Contract.

M. Force Majeure. Neither party shall be liable for failure to perform under this Contract if such failure to perform arises out of causes beyond the control and without the fault or negligence of the nonperforming party. Such causes may include, but are not limited to, acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather. This provision shall become effective only if the party failing to perform immediately notifies the other party of the extent and nature of the problem, limits delay in performance to that required by the event, and takes all reasonable steps to minimize delays.

N. Indemnification. The Contractor shall release, indemnify, and hold harmless the State, the Agency, and their officers, agents, and employees from any and all claims, suits, liabilities, court awards, damages, costs, attorneys’ fees, and expenses arising out of Contractor’s failure to perform any of Contractor’s duties and obligations hereunder or in connection with the negligent performance of Contractor’s duties or obligations, including, but not limited to, any claims, suits, liabilities, court awards, damages, costs, attorneys’ fees, and expenses arising out of Contractor’s negligence or other tortious conduct.

[Government Contractor Option] [Instruction: If Agency is contracting with other governmental entities,including the University of Wyoming, other state entities or federal entities, insertthe following provision and delete the above standard provision. Remember todelete this instruction and remove italics.]:

N. Indemnification. Each party to this Contract shall assume the risk of any liability arising from its own conduct. Neither party agrees to insure, defend, or indemnify the other.

O. Independent Contractor. The Contractor shall function as an independent contractor for the purposes of this Contract and shall not be considered an employee of the State of Wyoming for any purpose. Consistent with the express terms of this Contract, the Contractor shall be free from control or direction over the details of the performance of services under this Contract. The Contractor shall assume sole responsibility for any debts or liabilities that may be incurred by the Contractor in fulfilling the terms of this Contract and shall be solely responsible for the payment of all federal, state, and local taxes which may accrue because of this Contract. Nothing in this Contract shall be interpreted as authorizing the Contractor or its agents or employees to act as an agent or representative for or on behalf of the State of Wyoming or the Agency or to incur any obligation of any kind on behalf of the State of Wyoming or the Agency. The Contractor agrees that no health or hospitalization benefits, workers’ compensation, unemployment insurance or similar benefits available to State of Wyoming employees will inure to the benefit of the Contractor or the Contractor’s agents or employees as a result of this Contract.

P. Nondiscrimination. The Contractor shall comply with the Civil Rights Act of 1964, the Wyoming Fair Employment Practices Act (Wyo. Stat. § 27-9-105, et seq.), the Americans with Disabilities Act (ADA), 42 U.S.C. § 12101, et seq., and the Age Discrimination Act of 1975 and any properly promulgated rules and regulations thereto and shall not discriminate against any individual on the grounds of age, sex, color, race, religion, national origin, or disability in connection with the performance under this Contract.

Q. Notices. All notices arising out of, or from, the provisions of this Contract shallbe in writing either by regular mail or delivery in person at the addresses providedunder this Contract.

R. Notice of Sale or Transfer. The Contractor shall provide the Agency with noticeof any sale, transfer, merger, or consolidation of the assets of the Contractor.Such notice shall be provided in accordance with the notices provision of thisContract and, when possible and lawful, in advance of the transaction. If theAgency determines that the sale, transfer, merger, or consolidation is notconsistent with the continued satisfactory performance of the Contractor’sobligations under this Contract, then the Agency may, at its discretion, terminateor renegotiate the Contract. [Instruction: If Agency is contracting withindividuals or other governmental entities, including the University of Wyoming,or other state or federal entities that are unlikely to be “sold or transferred” thenthis provision may be deleted. Remember to delete this instruction andremove italics.] S. Ownership and Return of Documents and Information. Agency is the official custodian and owns all documents, data compilations, reports, computer programs, photographs, data, and other work provided to or produced by the Contractor in the performance of this Contract. Upon termination of services, for any reason, Contractor agrees to return all such original and derivative information and documents to the Agency in a useable format. In the case of electronic transmission, such transmission shall be secured. The return of information by any other means shall be by a parcel service that utilizes tracking numbers. Upon Agency’s verified receipt of such information, Contractor agrees to physically and electronically destroy any residual Agency-owned data, regardless of format, and any other storage media or areas containing such information. Contractor agrees to provide written notice to Agency confirming the destruction of any such residual Agency-owned data.

T. Patent or Copyright Protection. The Contractor recognizes that certain proprietary matters or techniques may be subject to patent, trademark, copyright, license, or other similar restrictions, and warrants that no work performed by the Contractor or its subcontractors will violate any such restriction. The Contractor shall defend and indemnify the Agency for any infringement or alleged infringement of such patent, trademark, copyright, license, or other restrictions.

U. Prior Approval. This Contract shall not be binding upon either party, no services shall be performed, and the Wyoming State Auditor shall not draw warrants for payment, until this Contract has been fully executed, approved as to form by the Office of the Attorney General, filed with and approved by A&I Procurement, and approved by the Governor of the State of Wyoming, or his designee, if required by Wyo. Stat. § 9-2-3204(b)(iv).

V. Insurance Requirements.

(i) During the term of this Contract, the Contractor shall obtain and maintain, and ensure that each subcontractor obtains and maintains, each type of insurance coverage specified in Insurance Coverage, below.

(ii) All policies shall be primary over any insurance or self-insurance program carried by the Contractor or the State of Wyoming. All policies shall include clauses stating that each insurance carrier shall waive all rights of recovery under subrogation or otherwise against Contractor or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers.

(iii) The Contractor shall provide Certificates of Insurance to the Agency verifying each type of coverage required herein. If the policy is a “claims made” policy instead of an “occurrence” policy, the information provided shall include, but is not limited to, retroactive dates and extended reporting periods or tails.

(iv) All policies shall be endorsed to provide at least thirty (30) days advance written notice of cancellation to the Agency. A copy of the policy endorsement shall be provided with the Certificate of Insurance.

(v) In case of a breach of any provision relating to Insurance Requirements or Insurance Coverage, the Agency may, at the Agency’s option, obtain and maintain, at the expense of the Contractor, such insurance in the name of the Contractor, or subcontractor, as the Agency may deem proper and may deduct the cost of obtaining and maintaining such insurance from any sums which may be due or become due to the Contractor under this Contract.

(vi) All policies required by this Contract shall be issued by an insurance company with an A.M. Best rating of A- VIII or better.

(vii) The Agency reserves the right to reject any policy issued by an insurance company that does not meet these requirements.

[Government Contractor Option] [Instruction: The following option is strictly for use in contracting with counties or other Wyoming governmental entities. Verify if Contractor has private insurance or is a member of a liability pool. If contractor is a member of WARM or LGLP, use the following in lieu of the Insurance Requirements and Insurance Coverage sections]:

V. Insurance Requirements. Contractor is protected by the Wyoming Governmental Claims Act, Wyo. Stat. § 1-39-101, et seq., and certifies that it is a member of the Wyoming Association of Risk Management (WARM) pool or the Local Government Liability Pool (LGLP), Wyo. Stat. § 1-42-201, et seq., and shall provide a letter verifying its participation in the WARM or LGLP to the Agency.

W. Insurance Coverage. The Contractor shall obtain and maintain the followinginsurance in accordance with the Insurance Requirements set forth above:

[Instruction: Most contracts include, at a minimum, the first four types ofinsurance coverage listed below. Select the most appropriate insurance coveragefor the type of work you are procuring under this contract. More than one type ofcoverage may be necessary depending on the type and scope of work theContractor is performing on behalf of the State. If you have questions, review theExplanation of Insurance Provisions document on the AG’s website, or consultwith A&I Risk Management. Remember to remove the italics and delete thisinstruction.]

(i) Commercial General Liability Insurance. Commercial general liability insurance (CGL) coverage, occurrence form, covering liability claims for bodily injury and property damage arising out of premises, operations, products and completed operations, and personal and advertising injury, with minimum limits as follows:

(a) $1,000,000.00 each occurrence;

(b) $1,000,000.00 personal injury and advertising injury;

(c) $2,000,000.00 general aggregate; and

(d) $2,000,000.00 products and completed operations.

The CGL policy shall include coverage for Explosion, Collapse and Underground property damage. This coverage may not be excluded by endorsement.

(ii) Workers’ Compensation and Employer’s Liability Insurance. Employees hired in Wyoming to perform work under this Contract shall be covered by workers’ compensation coverage obtained through the Wyoming Department of Workforce Services’ workers’ compensation program, if statutorily required. Employees brought into Wyoming from Contractor’s home state to perform work under this Contract shall be covered by workers’ compensation coverage obtained through the Wyoming Department of Workforce Services’ workers’ compensation program or other state or private workers’ compensation insurance approved by the Wyoming Department of Workforce Services, if statutorily required.

The Contractor shall provide the Agency with a Certificate of GoodStanding or other proof of workers’ compensation coverage for all of itsemployees who are to perform work under this Contract, if such coverageis required by law. If workers’ compensation coverage is obtained byContractor through the Wyoming Department of Workforce Services’workers’ compensation program, Contractor shall also obtain Employer’sLiability “Stop Gap” coverage through an endorsement to the CGL policyrequired by this Contract, with minimum limits as follows:

(a) Bodily Injury by Accident: $1,000,000.00 each accident; (b) Bodily Injury by Disease: $1,000,000.00 each employee; and (c) Bodily Injury by Disease: $1,000,000.00 policy limit.

(iii) Unemployment Insurance. The Contractor shall be duly registered with the Department of Workforce Services and obtain such unemployment insurance coverage as required. The Contractor shall supply Agency with a Certificate of Good Standing or other proof of unemployment insurance coverage.

(iv) Automobile Liability Insurance. Automobile liability insurance covering any auto (including owned, hired, and non-owned) with minimum limits of $1,000,000.00 each accident combined single limit.

(v) Professional Liability or Errors and Omissions Liability Insurance. Professional liability insurance or errors and omissions liability insurance protecting against any and all claims arising from the Contractor’s alleged or real professional errors, omissions, or mistakes in the performance of professional duties under this Contract, with minimum limits as follows:

(a) $1,000,000.00 each occurrence; and

(b) $1,000,000.00 general aggregate.

The policy shall have an extended reporting period of two (2) years.

(vi) Commercial Crime Insurance. Commercial crime insurance including employee dishonesty coverage with minimum limits of $1,000,000.00 each occurrence.

(vii) Cyber Liability Insurance. Cyber liability insurance which shall be sufficiently broad to cover all duties and obligations undertaken by Contractor and shall include, but not be limited to, claims involving infringement of intellectual property, including, but not limited to, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security, with minimum limits as follows:

(a) $2,000,000.00 each occurrence; and

(b) $2,000,000.00 general aggregate.

Coverage shall include breach response costs, regulatory fines andpenalties, and credit monitoring expenses, with limits sufficient to respondto these obligations.

[Instruction: Higher limits may be required when contract involves largeamounts of protected information or is high risk. The Agency shouldconsult with Risk Management.]

X. Publicity. Any publicity given to the projects, programs, or services provided herein, including, but not limited to, notices, information, pamphlets, press releases, research, reports, signs, and similar public notices in whatever form, prepared by or for the Contractor shall identify the Agency as the sponsoring agency and shall not be released without prior written approval from the Agency.

Y. Severability. Should any portion of this Contract be judicially determined to be illegal or unenforceable, the remainder of the Contract shall continue in full force and effect, and the parties may renegotiate the terms affected by the severance.

Z. Sovereign Immunity and Limitations. Pursuant to Wyo. Stat. § 1-39-104(a), the State of Wyoming and Agency expressly reserve sovereign immunity by entering into this Contract and specifically retain all immunities and defenses available to them as sovereigns. The parties acknowledge that the State of Wyoming has sovereign immunity and only the Wyoming Legislature has the power to waive sovereign immunity. [The following italicized portion should be added if the Contractor is attaching any of its own terms and conditions to the Contract. It can otherwise be deleted].The parties further acknowledge that there are constitutional and statutory limitations on the authority of the State of Wyoming and its agencies or instrumentalities to agree to certain terms and conditions supplied by the Contractor, including, but not limited to, the following: liability for damages; choice of law; conflicts of law; venue and forum-selection clauses; defense or control of litigation or settlement; liability for acts or omissions of third parties; payment of attorneys’ fees or costs; additional insured provisions; dispute resolution, including, but not limited to, arbitration; indemnification of another party; and confidentiality. Any such provisions in the Contract, or in any attachments or documents incorporated by reference, will not be binding on the State of Wyoming. [The remaining sentences are mandatory]. Designations of venue, choice of law, enforcement actions, and similar provisions shall not be construed as a waiver of sovereign immunity. The parties agree that any ambiguity in this Contract shall not be strictly construed, either against or for either party, except that any ambiguity as to sovereign immunity shall be construed in favor of sovereign immunity.

[Government Contractor Option 1] [Instruction: Use the following alternative ONLY when contracting withpolitical subdivisions, for example, cities, counties, special districts. Rememberto delete this instruction.]

Z. Sovereign Immunity and Limitations. Pursuant to Wyo. Stat. § 1-39-104(a), the State of Wyoming and Agency expressly reserve sovereign immunity by entering into this Contract and the Contractor expressly reserves governmental immunity. Each of them specifically retains all immunities and defenses available to them as sovereign or governmental entities pursuant to Wyo. Stat. § 1-39-101, et seq., and all other applicable law. The parties acknowledge that the State of Wyoming has sovereign immunity and only the Wyoming Legislature has the power to waive sovereign immunity. [The following italicized portion should be added if the Contractor is attaching any of its own terms and conditions to the Contract. It can otherwise be deleted].The parties further acknowledge that there are constitutional and statutory limitations on the authority of the State of Wyoming and its agencies or instrumentalities to agree to certain terms and conditions supplied by the Contractor, including, but not limited to, the following: liability for damages; choice of law; conflicts of law; venue and forum-selection clauses; defense or control of litigation or settlement; liability for acts or omissions of third parties; payment of attorneys’ fees or costs; additional insured provisions; dispute resolution, including, but not limited to, arbitration; indemnification of another party; and confidentiality. Any such provisions in the Contract or any attachments or documents incorporated by reference will not be binding on the State of Wyoming. [The remaining sentences are mandatory]. Designations of venue, choice of law, enforcement actions, and similar provisions shall not be construed as a waiver of sovereign immunity. The parties agree that any ambiguity in this Contract shall not be strictly construed, either against or for either party, except that any ambiguity as to immunity shall be construed in favor of immunity.

[Government Contractor Option 2]

[Instruction: Use the following alternative ONLY when contracting with otherState agencies, the University of Wyoming and other states. Remember to deletethis instruction.]

Z. Sovereign Immunity and Limitations. Pursuant to Wyo. Stat. § 1-39-104(a),the State of Wyoming, the Agency and the Contractor expressly reserve sovereignimmunity by entering into this Contract and specifically retain all immunities anddefenses available to them as sovereigns. The parties acknowledge that the Stateof Wyoming has sovereign immunity and only the Wyoming Legislature has thepower to waive sovereign immunity. [The following italicized portion should beadded if the Contractor is attaching any of its own terms and conditions to theContract. It can otherwise be deleted].The parties further acknowledge that thereare constitutional and statutory limitations on the authority of the State ofWyoming and its agencies or instrumentalities to agree to certain terms andconditions supplied by the Contractor, including, but not limited to, the following:liability for damages; choice of law; conflicts of law; venue and forum-selectionclauses; defense or control of litigation or settlement; liability for acts oromissions of third parties; payment of attorneys’ fees or costs; additional insuredprovisions; dispute resolution, including, but not limited to, arbitration;indemnification of another party; and confidentiality. Any such provisions in theContract or any attachments or documents incorporated by reference will not bebinding on the State of Wyoming. [The remaining sentences are mandatory].Designations of venue, choice of law, enforcement actions, and similar provisionsshall not be construed as a waiver of sovereign immunity. The parties agree thatany ambiguity in this Contract shall not be strictly construed, either against or foreither party, except that any ambiguity as to sovereign immunity shall beconstrued in favor of sovereign immunity.

AA. Taxes. The Contractor shall pay all taxes and other such amounts required by federal, state, and local law, including, but not limited to, federal and social security taxes, workers’ compensation, unemployment insurance, and sales taxes.

BB. Termination of Contract. This Contract may be terminated, without cause, by the Agency upon thirty (30) days written notice. This Contract may be terminated by the Agency immediately for cause if the Contractor fails to perform in accordance with the terms of this Contract.