Attachment C Special Terms and Conditions.docx

Attachment C Special Terms and Conditions Grader Plows, Wings and Lift Groups

1. Non-Collusion By signing the Contract, the Contractor certifies that the bid/proposal submitted has been arrived at independently and has been submitted without collusion with, and without any agreement, understanding or planned common course of action with any other vendor of materials, suppliers, equipment or services described in the Solicitation, designed to limit independent proposing or competition.

4. Non-Compete Clause The Contractor represents its officers and employees are free to contract with UDOT and are not subject to restrictions by the terms of their present or past employment, including, but not limited to an agreement not to compete for a period of time unless disclosure has been made. Contractor must disclose to UDOT any possible conflicts in writing, before the contract is signed, and UDOT will evaluate whether to continue with contract execution. UDOT may elect to terminate a contract immediately with a Contractor who is subsequently determined to be subject to such restrictions without liability to UDOT. If UDOT elects to terminate a contract for this reason, This provision supersedes paragraph # 13 in Attachment A – Standard Terms and Conditions. Contractor will not be entitled to a period to cure this defect and the contract will be terminated upon notice to the Contractor.

5. Company Contact Changes The Purchasing Agent listed at the bottom of the Contract Cover page must be notified immediately if there are any changes to the primary contact listed on the contract cover page, including their e-mail, mailing address, phone or fax number.

7. Invoicing Contractor shall submit invoices to: Ordering Region

The purchase order or contract number shall appear on all invoices and correspondence. Billings must be itemized identifying clearly all products or services purchased. Invoices shall be submitted in a timely manner.

In the event the state is entitled to a cash discount, the period of computation shall commence on the delivery date or the date of a correct invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date final approval is authorized. The state reserves the right to adjust incorrect invoices. The state will remit payment by mail or electronic commerce.

The Contractor acknowledges untimely billing may adversely affect the Department due to state fiscal constraints imposed upon it as a department of state government. The Contractor waives payment, and waives the right to bring action in law or in equity to recover payment for services, for any and all payments requests the Department does not receive from the Contractor within the timeframe provided under this contract.

8. Waiver The failure of any party to enforce any of the provisions of this Agreement, or any rights with respect to it, or the failure to exercise any election provided for in it, will in no way be considered a waiver of such provisions, rights or elections, or in any way affect the validity of this Agreement.

STANDARD INSURANCE REQUIREMENTS

GENERAL INSURANCE REQUIREMENTS FOR ALL POLICIES

A. Any insurance coverage required herein that is written on a “claims made” form rather than on an “occurrence” form shall (i) provide full prior acts coverage or have a retroactive date effective before the date of this agreement, and (ii) be maintained for a period of at least three (3) years following the end of the term of this Agreement or contain a comparable “extended discovery” clause. Evidence of current extended discovery coverage and the purchase options available upon policy termination shall be provided to the Utah Department of Transportation.

B. All policies of insurance shall be issued by insurance companies licensed to do business in the state of Utah and either:

---or---

(2) Listed in the United States Treasury Department’s current Listing of Approved Surities (Department Circular 570), as amended.

E. In the event that governmental immunity limits are subsequently altered by legislation or judicial opinion, the Contractor shall provide a new certificate of insurance within thirty (30) days after being notified thereof in writing by the Utah Department of Transportation, certifying coverage in compliance with the modified limits or, if no new limits are specified, in an amount acceptable to the Utah Department of Transportation.

F. All required certificates and policies shall provide that coverage there under shall not be canceled or modified without providing 30 days prior written notice to the Utah Department of Transportation in a manner approved by the Assistant Attorney General for the Utah Department of Transportation.

REQUIRED INSURANCE POLICIES

The Contractor, all its own cost, shall secure and maintain during the term of this Agreement, including all renewal terms, the following minimum insurance coverage:

2. $100,000 limit each accident

3. $500,000 limit per disease-policy limit

4. $100,000 limit per disease-each employee

This requirement includes those who are doing business as an individual and/or as a sole proprietor as well as corporations and partnerships. In the event any work is subcontracted, the Contractor shall require its subcontractor(s) similarly to provide worker’s compensation insurance for all of the latter’s employees, unless a waiver of coverage is allowed and acquired pursuant to Utah law.

The Utah Department of Transportation should not be an additional insured for workers’ compensation insurance

B. Commercial General Liability Commercial general liability (CGL) insurance with the Utah Department of Transportation as an additional insured, in the minimum amount of:

$1,000,000 per occurrence $3,000,000 general aggregate $3,000,000 products and completed operations aggregate.

These limits can be covered either under a CGL insurance policy alone, or a combination of a CGL insurance policy and an umbrella insurance policy and/or a CGL insurance policy and an excess insurance policy. The policy shall protect the Utah Department of Transportation, the contractor, and any subcontractor from claims for damages for personal injury, including accidental death, and from claims for property damage that may arise from the contractor’s operations under this Agreement, whether performed by the contractor themselves, and subcontractor, or anyone directly or indirectly employed by either of them. Such insurance shall provide coverage for premises operations, acts of independent contractors, products and completed operations.