Attachment A Terms and Conditions for Services (Purchase Orders).docx
DOCX document 30 KB Posted
- Attached to
- Magazine Refuse Fire Construction
- Solicitation number
- AS25-33
- Issued by
- Utah
About this file
This document contains the Terms and Conditions for a Services Purchase Order from the State of Utah Division of Purchasing. It outlines the legal and contractual requirements for vendors providing services to the State of Utah, including definitions, governing laws, record keeping, certification requirements, insurance coverage, termination procedures, payment terms, confidentiality, and intellectual property ownership.
The related state and local contract opportunity is for a project called "Magazine Refuse Fire Construction" being solicited by the Utah Division of Oil, Gas and Mining. The scope of work for this contract is detailed in the attached documents. No further details about the specific products, services, quantities, timeline, or evaluation criteria are provided in the information given.
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Other files
| File | Type | Posted |
|---|---|---|
| Attachment B 007956_MagazineSpecs_Complete (2).pdf | ||
| Attachment E 007956_Magazine_Chap6_Maps (1).pdf | ||
| Claim of Business Confidentiality 12.7.20.pdf | ||
| Attachment C 007956_Magazine_Chap5BidDocs_Fillable.pdf | ||
| Attachment D 007956_Magazine_BidSchedule.xlsx | XLSX spreadsheet | |
| Changing Your Time Zone 2022.pptx | PPTX presentation | |
| 1261522-event.pdf |
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ACCEPTANCE OF THIS PURCHASE ORDER BINDS CONTRACTOR TO ALL THESE TERMS AND CONDITIONS AND ALL THE TERMS, CONDITIONS, AND PROVISIONS INCLUDED IN THE SOLICITATION THE DIVISION OF PURCHASING OFFERED RELATING TO THIS PURCHASE ORDER.
PURCHASE ORDER TERMS AND CONDITIONS FOR SERVICES
This is for a Purchase Order of services (including professional services), meaning the furnishing of labor, time, or effort by a contractor.
1. DEFINITIONS: The following terms shall have the meanings set forth below:
a) “Confidential Information” means information that is deemed as confidential under applicable state and federal laws, including personal information. The State Entity reserves the right to identify, during and after this Purchase Order, additional reasonable types of categories of information that must be kept confidential under federal and state laws.
b) “Purchase Order” means the Purchase Order including these terms and conditions.
c) “Contractor” means the individual or entity delivering the Services identified in this Purchase Order. The term “Contractor” shall include Contractor’s agents, officers, employees, and partners.
d) “Services” means the furnishing of labor, time, or effort by Contractor pursuant to this Purchase Order. Services include, but are not limited to, all of the deliverable(s) that result from Contractor performing the Services pursuant to this Purchase Order. Services include those professional services identified in Section 63G-6a-103 of the Utah Procurement Code.
e) “Proposal” means Contractor’s response to the State Entity’s Solicitation.
f) “Solicitation” means the documents used by the State Entity to obtain Contractor’s Proposal.
g) “State Entity” means the department, division, office, bureau, agency, or other organization identified on the Purchase Order.
h) “State of Utah” means the State of Utah, in its entirety, including its institutions, agencies, departments, divisions, authorities, instrumentalities, boards, commissions, elected or appointed officers, employees, agents, and authorized volunteers.
i) “Subcontractors” means subcontractors or subconsultants at any tier that are under the direct or indirect control or responsibility of the Contractor, and includes all independent contractors, agents, employees, authorized resellers, or anyone else for whom the Contractor may be liable at any tier, including a person or entity that is, or will be, providing or performing an essential aspect of this Purchase Order, including Contractor’s manufacturers, distributors, and suppliers.
| 2. | GOVERNING LAW AND VENUE: This Purchase Order shall be governed by the laws, rules, and regulations of the State of Utah. Any action or proceeding arising from this Purchase Order shall be brought in a court of competent jurisdiction in the State of Utah. Venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County. |
| 3. | LAWS AND REGULATIONS: At all times during this Contract, Contractor and all Procurement Items delivered and/or performed under this Contract will comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements. If this Contract is funded by federal funds, either in whole or in part, then any federal regulation related to the federal funding, including CFR Appendix II to Part 200, will supersede this Attachment A. |
| 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 State Entity to Contractor under this Purchase Order. These records shall be retained by Contractor for at least six (6) years after final payment, or until all audits initiated within the six (6) years have been completed, whichever is later. Contractor agrees to allow, at no additional cost, State of Utah and federal auditors, and State Entity staff, access to all such records. |
| 5. | 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. |
| 1. | 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. |
| 2. | 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. |
| 3. | Contractor’s failure to comply with this section will be considered a material breach of this Purchase Order. |
| 6. | CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of the State Entity or the State of Utah, unless disclosure has been made to the State Entity. |
| 7. | INDEPENDENT CONTRACTOR: Contractor’s legal status is that of an independent contractor, and in no manner shall Contractor be deemed an employee or agent of the State Entity or the State of Utah, and therefore is not entitled to any of the benefits associated with such employment. Contractor, as an independent contractor, shall have no authorization, express or implied, to bind the State Entity or the State of Utah to any agreements, settlements, liabilities, or understandings whatsoever, and agrees not to perform any acts as an agent for the State Entity or the State of Utah. Contractor shall remain responsible for all applicable federal, state, and local taxes, and all FICA contributions. |
| 8. | INDEMNITY: Contractor shall be fully liable for the actions of its agents, employees, officers, partners, and Subcontractors, and shall fully indemnify, defend, and save harmless the State Entity and the State of Utah from all claims, losses, suits, actions, damages, and costs of every name and description arising out of Contractor’s performance of this Purchase Order to the extent caused by any intentional wrongful act or negligence of Contractor, its agents, employees, officers, partners, or Subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss, or damage arising hereunder due to the fault of the State Entity. The parties agree that if there are any limitations of the Contractor’s liability, including a limitation of liability clause for anyone for whom the Contractor is responsible, such limitations of liability will not apply to injuries to persons, including death, or to damages to property. |
| 9. | EMPLOYMENT PRACTICES: Contractor agrees to abide by the following employment laws: (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. |
| 10. | AMENDMENTS: This Purchase Order may only be amended by the mutual written agreement of the parties, provided that the amendment is within the Scope of Work of this Purchase Order and is within the scope/purpose of the original solicitation for which this Purchase Order was derived. The amendment will be attached and made part of this Purchase Order. Automatic renewals will not apply to this Purchase Order, even if listed elsewhere in this Purchase Order. |
| 11. | DEBARMENT: Contractor certifies that it is not presently nor has ever been debarred, suspended, or proposed for debarment by any governmental department or agency, whether international, national, state, or local. Contractor must notify the State Entity within thirty (30) days if debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any contract by any governmental entity during this Purchase Order. |
| 12. | TERMINATION: This Purchase Order may be terminated for convenience by the State Entity, in advance of the specified expiration date, upon five (5) day written notice given to the Contractor. If a written notice is delivered under this section, the State Entity will reimburse Contractor for the Services properly performed until the effective date of said notice. The State Entity will not be liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of said written notice. Such compensation will be Contractor’s exclusive remedy in the case of termination for convenience and will be available to Contractor only after Contractor has submitted a proper invoice. On termination of this Purchase Order, all accounts and payments will be processed according to the financial arrangements set forth herein for approved Services performed prior to date of termination. |
13. CONTRACTOR’S INSURANCE RESPONSIBILITY. The Contractor shall maintain the following insurance coverage:
a. Workers’ compensation insurance during the term of this Contract for all its employees and any Subcontractor employees related to this 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 this Agreement 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 this Contract.
d. Other insurance policies required in the Solicitation.
Certificate of Insurance, showing up-to-date coverage, shall be on file in the State Entity before the Contract may commence.
The State 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 this Contract. Contractor’s failure to maintain this insurance requirement for the term of this Contract will be grounds for immediate termination of this Contract.
14. RESERVED.
15. SUSPENSION OF WORK: Should circumstances arise which would cause the State Entity to suspend Contractor’s responsibilities under this Purchase Order, but not terminate this Purchase Order, this will be done by written notice. Contractor’s responsibilities may be reinstated upon advance formal written notice from the State Entity.
16. SALES TAX EXEMPTION: The Services under this Purchase Order will be paid for from the State Entity’s funds and used in the exercise of the State Entity’s essential functions as a State of Utah entity. Upon request, the State Entity will provide Contractor with its sales tax exemption number. It is Contractor’s responsibility to request the State Entity’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 this Purchase Order.
| 17. | PUBLIC INFORMATION: Contractor agrees that this Purchase Order, related purchase orders, related pricing documents, and invoices will be public documents, and may be available for public and private distribution in accordance with the State of Utah’s Government Records Access and Management Act (GRAMA). Contractor gives the State Entity and the State of Utah express permission to make copies of this Purchase Order, related sales orders, related pricing documents, and invoices in accordance with GRAMA. Except for sections identified in writing and expressly approved by the State of Utah Division of Purchasing and General Services, Contractor also agrees that the Contractor’s Proposal to the Solicitation will be a public document, and copies may be given to the public as permitted under GRAMA. The State Entity and the State of Utah are not obligated to inform Contractor of any GRAMA requests for disclosure of this Purchase Order, related purchase orders, related pricing documents, or invoices. |
| 18. | DELIVERY: All deliveries under this Purchase Order 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 State Entity, except as to latent defects or fraud. |
| 19. | ACCEPTANCE AND REJECTION: The State Entity shall have thirty (30) days after delivery of the Services to perform an inspection of the Services to determine whether the Services conform to the standards specified in the Solicitation and this Purchase Order prior to acceptance of the Services by the State Entity. |
| If Contractor delivers nonconforming Services, the State Entity may, at its option and at Contractor’s expense: (i) return the Services for a full refund; (ii) require Contractor to promptly correct or reperform the nonconforming Services subject to the terms of this Contract; or (iii) obtain replacement Services from another source, subject to Contractor being responsible for any cover costs. | |
| 20. | INVOICING: Contractor will submit invoices within thirty (30) days after Contractor’s performance of the Services to the State Entity. The Purchase Order number shall be listed on all invoices, freight tickets, and correspondence relating to this Purchase Order. The prices paid by the State Entity will be those prices listed in this Purchase Order, unless Contractor offers a prompt payment discount within its Proposal or on its invoice. The State Entity has the right to adjust or return any invoice reflecting incorrect pricing. |
| 21. | 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 State of Utah’s Purchasing Card (major credit card). If payment has not been made after sixty (60) days from the date a correct invoice is received by the State Entity, then interest may be added by Contractor as prescribed in the Utah Prompt Payment Act. The acceptance by Contractor of final payment, without a written protest filed with the State Entity within ten (10) business days of receipt of final payment, shall release the State Entity and the State of Utah from all claims and all liability to the Contractor. The State Entity’s payment for the Services shall not be deemed an acceptance of the Services and is without prejudice to any and all claims that the State Entity or the State of Utah may have against Contractor. The State of Utah and the State Entity will not allow the Contractor to charge end users electronic payment fees of any kind. |
| 22. | TIME IS OF THE ESSENCE: The Services shall be completed by any applicable deadline stated in this Purchase Order. For all Services, time is of the essence. Contractor shall be liable for all reasonable damages to the State Entity and the State of Utah, and anyone for whom the State of Utah may be liable, as a result of Contractor’s failure to timely complete the Services required under this Purchase Order. |
| 23. | CHANGES IN SCOPE: Any changes in the scope of the Services to be performed under this Purchase Order shall be in the form of a written amendment to this Purchase Order, mutually agreed to and signed by both parties, specifying any such changes, fee adjustments, any adjustment in time of performance, or any other significant factors arising from the changes in the scope of Services. |
| 24. | PERFORMANCE EVALUATION: The State Entity may conduct a performance evaluation of Contractor’s Services, including Contractor’s Subcontractors, if any. Results of any evaluation may be made available to the Contractor upon Contractor’s request. |
| 25. | 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 this Purchase Order. Contractor shall be liable to the State Entity and the State of Utah for claims, liabilities, additional burdens, penalties, damages, or third party claims (e.g., another Contractor’s claim against the State of Utah), to the extent caused by wrongful acts, errors, or omissions that do not meet this standard of care. |
| 26. | REVIEWS: The State Entity reserves the right to perform plan checks, plan reviews, other reviews, and/or comment upon the Services of Contractor. Such reviews do not waive the requirement of Contractor to meet all of the terms and conditions of this Contract. |
| 27. | ASSIGNMENT: Contractor may not assign, sell, transfer, subcontract or sublet rights, or delegate any right or obligation under this Purchase Order, in whole or in part, without the prior written approval of the State Entity. |
| 28. | BREACH AND REMEDIES: Any of the following events will constitute cause for the State Entity to declare Contractor in breach of this Purchase Order: (i) Contractor’s non-performance of its contractual requirements and obligations under this Purchase Order; or (ii) Contractor’s material breach of any term or condition of this Purchase Order. If the Contractor is in breach of this Purchase Order the State Entity may do one or more of the following: (i) exercise any remedy provided by law or equity; (ii) terminate this Purchase Order; (iii) impose liquidated damages, if liquidated damages are listed in this Purchase Order; (iv) debar/suspend Contractor from receiving future contracts from the State Entity or the State of Utah; or (v) demand a full refund of any payment that the State Entity has made to Contractor under this Purchase Order for Services that do not conform to this Purchase Order. |
| 29. | FORCE MAJEURE: Neither party to this Purchase Order will be held responsible for delay or default caused by fire, riot, act of God, and/or war which is beyond that party's reasonable control. The State Entity may terminate this Purchase Order after determining such delay will prevent successful performance of this Purchase Order. |
| 30. | CONFIDENTIALITY: If Confidential Information is disclosed to Contractor, Contractor shall: (i) advise its agents, officers, employees, partners, and Subcontractors of the obligations set forth in this Purchase Order; (ii) keep all Confidential Information strictly confidential; and (iii) not disclose any Confidential Information received by it to any third parties. Contractor will promptly notify the State Entity 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 the State Entity and the State of Utah, including anyone for whom the State Entity 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 this Purchase Order, Contractor will return all copies of Confidential Information to the State Entity or certify, in writing, that the Confidential Information has been destroyed. This duty of confidentiality shall be ongoing and survive the termination or expiration of this Purchase Order.
31. PUBLICITY: Contractor shall submit to the State Entity for written approval all advertising and publicity matters relating to this Purchase Order. It is within the State Entity’s sole discretion whether to provide approval, which must be done in writing.
32. CONTRACT INFORMATION: Contractor shall provide information regarding job vacancies to the State of Utah Department of Workforce Services, which may be posted on the Department of Workforce Services website. Posted information shall include the name and contact information for job vacancies. This information shall be provided to the State of Utah Department of Workforce Services for the duration of this Purchase Order. This requirement does not preclude Contractor from advertising job openings in other forums throughout the State of Utah.
| 33. | INDEMNIFICATION RELATING TO INTELLECTUAL PROPERTY: Contractor will indemnify and hold the State Entity and the State of Utah harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities, and costs in any action or claim brought against the State Entity or the State of Utah for infringement of a third party’s copyright, trademark, trade secret, or other proprietary right. The parties agree that if there are any limitations of Contractor’s liability, such limitations of liability will not apply to this section. |
| 34. | OWNERSHIP IN INTELLECTUAL PROPERTY: The State Entity and Contractor agree that each has no right, title, interest, proprietary or otherwise in the intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. All deliverables, documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Contractor prior to the execution of this Purchase Order, but specifically created or manufactured under this Purchase Order, shall be considered work made for hire, and Contractor shall transfer any ownership claim to the State Entity. |
| 35. | WAIVER: A waiver of any right, power, or privilege shall not be construed as a waiver of any subsequent right, power, or privilege. |
| 36. | 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 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, 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. |
| 37. | ATTORNEY’S FEES: In the event of any judicial action to enforce rights under this Purchase Order, the prevailing party shall be entitled its costs and expenses, including reasonable attorney’s fees, incurred in connection with such action. |
| 38. | DISPUTE RESOLUTION: Prior to either party filing a judicial proceeding, the parties agree to participate in the mediation of any dispute. The State Entity, after consultation with the Contractor, may appoint an expert or panel of experts to assist in the resolution of a dispute. If the State Entity appoints such an expert or panel, State Entity and Contractor agree to cooperate in good faith in providing information and documents to the expert or panel in an effort to resolve the dispute. |
| 39. | ORDER OF PRECEDENCE: In the event of any conflict in the terms and conditions in this Purchase Order, the order of precedence shall be: (i) the Purchase Order Terms and Conditions for Services; (ii) the State of Utah’s additional terms and conditions, if any; and (iii) Contractor’s terms and conditions that are attached to this Purchase Order, if any. Any provision attempting to limit the liability of Contractor or limit the rights of the State Entity or the State of Utah must be in writing and attached to this Purchase Order or it is rendered null and void. |
| 41. | SURVIVAL OF TERMS: Termination or expiration of this Purchase Order shall not extinguish or prejudice the State Entity’s right to enforce this Purchase Order with respect to any default of this Purchase Order or defect in the Services that has not been cured. |
| 42. | SEVERABILITY: The invalidity or unenforceability of any provision, term, or condition of this Purchase Order shall not affect the validity or enforceability of any other provision, term, or condition of this Purchase Order, which shall remain in full force and effect. |
| 43. | ENTIRE AGREEMENT: This Purchase Order 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. |
| 44. | 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 this Contract, and that if it does, it shall promptly notify the State in writing. |
(Revision Date: 7/20/2023)
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