RFP #08262025MC.pdf

Request for Proposal for Moran Eye Center Refraction System

RFP #08262025MC

Issued: October 8th, 2025

University of Utah Contact:

Katherine Coons, Purchasing Manager University of Utah Health Purchasing Dept.

127 S 500 E., Suite 140 Salt Lake City, UT 84112-9351

Tel.(801) 587-6536 Fax (801) 587-6555 E-Mail: katherine.coons@hsc.utah.edu

Questions regarding this RFP should be submitted via BidNet Direct:

www.bidnetdirect.com//universityofutah-health Solicitation #08262025MC mailto:katherine.coons@hsc.utah.edu http://www.bidnetdirect.com/universityofutah-health

Request for Proposal for Moran Eye Center Refraction System

TABLE OF CONTENTS

SECTION 1 - PURPOSE OF RFP

1.01 Purpose of RFP

1.02 Background

1.03 Definitions

SECTION 2 – RFP DETAILS

2.01 Issuing Office and RFP Reference #

2.02 Important Dates

2.03 Pre-Proposal Conference

2.04 Inquiries

2.05 RFP Submission Due Date

2.06 Time for Evaluation

2.07 Multiple Stage Process

2.08 Oral Presentation

2.09 Best and Final Offer

2.10 Award of the Contract

SECTION 3 – SCOPE OF WORK

SECTION 4 – PROPOSAL

REQUIREMENTS

4.01 Mandatory Requirements

4.02 Demonstrated Ability to meet SOW

4.03 References

4.04 Testing/Trial Experience

4.05 Time, Manner or Schedule of Delivery

4.06 Cost

SECTION 5 – PROPOSAL RESPONSE

FORMAT

5.01 Administrative Guidance

5.02 Technical Response Format

5.03 Cost Proposal Response Format

SECTION 6 - PROPOSAL EVALUATION

6.01 Evaluation Criteria

6.02 Evaluation Process

SECTION 7 – GENERAL PROVISIONS

7.01 Protected Information

7.02 Incurring Costs

7.03 Addendum to RFP

7.04 Other Communications

7.05 Alternative Proposals

7.06 Authorized Vendor Representatives

7.07 Award of Subcontracts

7.08 Assignment

7.09 Remedies; Governing Law; Venue

7.10 Compliance

7.11 Cancellation

7.12 Acceptance of Services Rendered

7.13 Anti-Collusion

7.14 Indemnification; Limitations of Liability

7.15 Restrictions

7.16 Right to Reject

7.17 Record Keeping and Audit Rights

7.18 Management Reports

7.19 Further Agreements

7.20 Relationship of the Parties

7.21 Equal Opportunity

7.22 Taxes – Vendor’s Responsibility

7.23 Taxes - University is Exempt

7.24 Tax Liens

7.25 Health Insurance Portability and Accountability

7.26 Debarment Clause

7.27 Status Verification System

7.28 Federal Exclusion

7.29 Insurance

7.30 Background Checks

7.31 Drug- Alcohol- Tobacco-Free Campus

7.32 Contract Terms; Incorporation by Reference

7.33 Public Contract Restrictions

ATTACHMENTS

Attachment A – Minimum Mandatory Requirements Attachment B – Cost Proposal Form Attachment C – HECVAT

Note: Vendors must respond to all sections of this RFP, including Sections 1 through 7.

When a section does not request specific information and you agree to what it contains, you may use language such as “Sections 1.01 through 1.03, Understood and Agreed” in your response. Also, changes to State of Utah law requires that pricing be submitted separately from the technical proposal. Refer to Section 5 for instructions on how to compile your response.

SECTION 1 - PURPOSE OF RFP

1.01 Purpose of RFP. The purpose of this Request for Proposals (RFP) is to solicit proposals to enter into a contract with a qualified Vendor to obtain a refraction system for the Moran Eye Center of the University of Utah Health, hereafter referred to as the "University." The companies submitting proposals in response to this RFP will hereafter be referred to as “Vendor.” The University is examining several alternatives of providing this product and may decide, after reviewing proposals submitted, not to enter into any agreement.

1.02 Background. The John A. Moran Eye Center at the University of Utah is the largest ophthalmology clinical care and research facility in the Mountain West, with more than 70 faculty members and 10 satellite clinics.

Physicians provide comprehensive care in all ophthalmic subspecialties, making the Moran Eye Center a major referral center for complex cases, with more than 188,000 patient visits and 10,000 surgeries annually.

Moran houses more than 20 research labs and centers where internationally-awarded faculty are developing the treatments of tomorrow using unique resources, including the world’s largest donor eye tissue repository for retinal research, the Utah Population Database containing genealogical and medical information, and the Utah Lions Eye Bank providing tissue for transplant and research.

U.S. News & World Report ranked Moran No. 9 nationwide in its 2025-2026 Best Hospitals for Ophthalmology report. The Doximity.com 2025-2026 Residency Navigator survey ranked the Department of Ophthalmology and Visual Sciences residency program No. 6 nationwide and No. 1 in the West.

Moran’s unique Global Outreach Division is the largest of its kind, working to increase access to eye care in Utah and in low-resource countries around the world.

Department of Ophthalmology and Visual Sciences Professor and Chair Jeff Pettey, MD, MBA, leads more than 500 employees working to achieve Moran’s vision that no person with a blinding condition, eye disease, or visual impairment should be without hope, understanding, and treatment.

1.03 Definitions.

1.03.1 U Health – University of Utah Health

1.03.2 This product is to be obtained for University of Utah Health, hereafter to be referred to as the “University.”

1.03.3 The companies submitting proposals in response to this RFP will hereafter be referred to as “Vendor.”

SECTION 2 – RFP DETAILS

2.01 Issuing office and RFP Reference Number. The Purchasing Department of

University of Utah Health (“Purchasing Department”) is the issuing office for this RFP and all subsequent addenda relating to it. The reference number for the transaction is 08262025MC. This number must be referenced on all proposals, correspondence, and documentation relating to the RFP.

2.02 Important Dates. The following dates are significant for this RFP:

RFP Dated and Issued 10/08/2025 RFP Inquiry Questions Due 10/14/2025 Proposal Due 10/17/2025

2.03 Pre-Proposal Conference. A pre-proposal conference will not be held for this

RFP.

2.04 Inquiries. Questions arising subsequent to the issuance of this RFP, that could have a significant impact on the responses to the RFP, should be submitted in the RFP Question and Answer section for Solicitation #08262025MC on BidNet Direct. All such questions should be received by 10:00 a.m. current Mountain Time on October 14th, 2025. Responses to questions will be posted on BidNet Direct.

2.05 Submission Due Date. Submit your proposal electronically through BidNet

Direct by 2:00 p.m. current Mountain Time on October 17th, 2025. Proposals submitted electronically through the BidNet Direct may require uploading of electronic attachments. BidNet Direct will accept a wide variety of document types as Word, Excel, and PDF attachments but not all. You MAY NOT submit documents that are embedded (zip files), movies, wmp and mp3 files or password protected files, etc. Such actions may cause your proposal(s) to be deemed as “Non-responsive”. All cost documents must be attached as separate files.

When submitting an offer electronically through BidNet Direct please allow sufficient time to complete the online forms and upload documents. The solicitation will end at the closing time listed in the solicitation. If you are in the middle of uploading your documents at the closing time, the system will stop the process and your offer will not be received by the system. It is recommended that the submission process be completed the day prior to the due date, with the knowledge that any changes/updates will be accepted through the due date and time. Late submissions will not be accepted under any circumstances (including but not limited to: Technical Difficulties, Late Delivery of hard copies, etc.).

BidNet Direct customer support may be contacted at (800) 835-4603, option 2 or support@bidnet.com for guidance on the BidNet Direct site.

Vendors are responsible for ensuring that their BidNet Direct registration information is current and correct. Stakeholders shall not be responsible for missing or incorrect information contained in the vendor registration on BidNet Direct. Incorrect or missing vendor registration information may result in failure to receive notification from BidNet Direct regarding this procurement.

Proposals received after this deadline will be late and ineligible for consideration.

Following the deadline, the names of those responding to the RFP will be made public.

2.06 Time for Evaluation. All proposals shall remain valid for a minimum of 120 calendar days after the Proposal Due Date to allow adequate time for evaluation.

2.07 Multiple Stage Process. The University reserves the right to conduct the RFP in a multiple stage process and narrow the number of Vendors that will move on to a subsequent stages. Vendors are to submit full and complete proposals for all three (3) stages of the RFP with their initial submission. Advancement of Vendors will be done internally.

Stage 1 – Minimum Mandatory Requirements

• As outlined in “Attachment A – Minimum Mandatory Requirements” Vendors will be evaluated on a “Responsive”/“Non-Responsive” (YES/NO) basis. Any vendor who responds to any of the minimum mandatory requirements with a “no” will be deemed non-responsive and will not be evaluated further.

Stage 2 – Technical Requirements

• Only those vendors who answered “yes” to all minimum mandatory requirements listed in Attachment “A” will be evaluated in this Stage.

• The top two (2) highest scored Vendors in the technical portion of the RFP will move on to Stage 3. If demo’s/oral presentations are wanted, the University reserves the right to request a demonstration from the top two (2) highest scored Vendors in Stage 2.

• Additionally, vendors who advance to Stage 2 of the RFP will be required to complete a HECVAT. Vendors must score 70% or higher on the HECVAT to advance further.

Stage 3 – Cost

• Vendors are required to submit costs using Attachment “B” (no exceptions).

mailto:support@bidnet.com

Vendors may not alter the cost proposal forms. Cost Proposals are to be submitted electronically through BidNet Direct.

• Scoring - Cost Proposals will be scored by the Purchasing Department as outlined in Section 5.03. Cost scores will be added to the final Technical scores.

2.08 Oral Presentation. The University may award a contract based on initial proposals received without discussion of such proposals with Vendors. However, the University may require oral presentations from up to the top two (2) highest scored proposals to supplement their written proposal. These presentations may be scheduled, if required, by the Purchasing Department after proposals are received and prior to the award of the Contract. After the oral presentations and/or product demonstrations are complete, the committee shall be allowed to re-score the technical criteria as needed to reflect the information provided in the presentations or demonstrations. The University reserves the right to reschedule or cancel oral presentations at any time at no cost to the University.

2.09 Best and Final Offer. Best and Final Offer (BAFO) may be requested as part of this process from responsive and responsible proposals received.

2.10 Award of the Contract. Upon completion of the evaluation process, the University may award the contract (“Contract”) to the highest scoring responsive and responsible supplier.

The award of the resulting contract will be used by the University of Utah’s

University of Utah Health. Under the same terms and conditions, the University of Utah reserves the right to allow any University business unit(s) and department(s) to make full use of the agreement including pricing structure provided in this request.

Upon successful completion and award of this RFP as described above, the

University will post notice of an Intent to Award. The awarded contract will be based upon completion of mutually agreed upon terms and conditions.

The University of Utah Health Purchasing Department is the only entity authorized to award a Contract for the proposed purchases.

SECTION 3 – SCOPE OF WORK

3.01 To procure six state-of-the-art refraction systems that support high-throughput, accurate, and patient-friendly eye examinations for most of our patients that interfaces with EpicCare Kaleidoscope. The system will be installed in the new high-efficiency clinic at the John A. Moran Eye Center to enhance workflow, diagnostic precision, and patient experience.

Refraction System requirements:

The system must include the following components or their functional equivalents that can be electronically interfaced with EpicCare Kaleidoscope:

1. Digital Phoropter

2. Autorefractor/Autokeratometer

3. Digital Lensometer

4. Visual Acuity Chart System

5. Slit Lamp (Haag-Streight equivalent)

6. Adjustable Table

7. All required cables

8. DICOM or appropriate licensing

SECTION 4 –PROPOSAL REQUIREMENTS

4.01 Mandatory Requirements. Mandatory requirements will be evaluated on a Pass or

Fail basis. Requirements set forth in attachment “A” are mandatory and indicate the minimal requirements that must be addressed by the Vendor. Vendors must meet all mandatory requirements without qualification. If a Vendor is not able to meet a mandatory requirement, the Vendor’s proposal will be deemed as “non-responsive” and will not be further evaluated.

4.01.1 By responding to this solicitation, Vendors are certifying that neither they nor their principals are presently debarred, suspended, proposed for debarment or ineligible for contracting by a governmental entity. Vendor is also agreeing to notify the University within 30 days if suspended, debarred, or declared ineligible for contracting with a government entity. Additionally, Registration in SAM.GOV is required when federal funding sources are being used for payment of services.

Vendors must provide a copy of your active registration, including unique entity ID, confirming you have no exclusions. https://sam.gov/content/home

4.01.2 Any contract resulting from this solicitation will be governed by the laws of the State of Utah

4.02 Demonstrated Ability to meet Scope of Work:

a) Describe your support for future software and security updates, including OS warranty duration and network security compliance.

b) Explain if and how your system integrates with Haag straight slit lamps.

c) Describe ADA accommodations, including forehead adjustment range for wheelchair-bound patients.

d) Specify the total space required for system installation.

e) Provide specification sheets for each component of the system.

f) Identify patient profiles unsuitable for this system.

g) Explain the system's data reproducibility and accuracy.

h) Highlight system features that improve usability for both staff and patients.

i) Describe how your system interfaces directly with EpicCare Kaleidoscope.

j) The system should consistently produce accurate Auto refractions, K readings, and pupil measurements, and include a PD—whether through the phoropter or the https://sam.gov/content/home autorefractor

4.03 References. Provide at least two (2) references for customers which have used services similar to those required by the University. Include business name, address, phone number and contact person for each reference. The University reserves the right to contact or visit any of the Vendor’s current and/or past customers to evaluate the level of performance and customer satisfaction.

The University may deem any proposal as “Non-Responsive” if the submission fails to provide the requested references or upon receipt of a reference check response that the University deems as unsatisfactory.

4.04 Testing/Trial Experience. Please provide the Sphere and Cylinder ranges that can be measured with the visual acuity system.

a) Does the system support automatic transposition of prescriptions?

b) Does the digital phoropter calculate and display spherical equivalents?

c) Does the lensometer accurately measure progressive addition lenses (PALs) and prism?

4.05 Time, manner, or schedule of delivery.

a) Provide the average acquisition time for the complete system and each individual component of the system.

b) Provide a detailed overview of installation and training processes, including timelines and post-installation support.

c) Provide the average acquisition time for the complete system and each individual component of the system.

d) Detail any data transfer latency between system components and EpicCare.

4.06 Cost. Please see Section 5.03 for further details. No pricing information may be included in the technical portion of your proposal. Vendor must use “Attachment B - Cost Proposal” and submit the cost proposal sheet separate from the technical portion.

RFPs that price for Assessment only will not be considered.

SECTION 5 – PROPOSAL RESPONSE FORMAT

For Cost Proposal submission see section 5.03

5.01 Administrative Guidance. The information provided herein is intended to assist

Vendors in the preparation of proposals necessary to properly respond to this RFP.

The RFP is designed to provide interested Vendors with sufficient basic information to submit proposals meeting minimum requirements, but is not intended to limit a proposal's content or to exclude any relevant or essential data therefrom. Vendors are at liberty and are encouraged to expand upon the specifications to give additional evidence of their ability to provide the services requested in this RFP.

5.02 Technical Proposal Response Format. Proposals should be concise and in outline format. Pertinent supplemental information should be referenced and included as attachments. All proposals should be organized and tabbed to comply with the following sections:

Tab A LETTER OF TRANSMITTAL (COVER LETTER). The letter of transmittal should include an introduction of the Vendor's company, as well as contact information for those persons who are authorized to represent the company in dealing with this RFP. Proposal Contact: List the name, title, office address, telephone number, fax number and e-mail address of the person(s) authorized to represent the Vendor regarding the proposal(s) submitted in response to this RFP. Also include any addendum acknowledgement by addenda number that may be issued to this RFP. Contract Contact: Give the name, title, office address, telephone number, fax number and e-mail address of the person authorized to sign a Contract, and receive and sign all formal notices and/or addendum regarding such Contract. Note that all amendments to any Contract must be in writing and signed by both parties.

Any other information not appropriately contained in the proposal itself should also be included in the letter.

Tab B EXECUTIVE SUMMARY. An executive summary will briefly describe the

Vendor's approach and clearly indicate any options or alternatives being proposed. If options or alternatives are proposed as exceptions to the RFP, the offeror should include an explanation for each option or alternative. It should also indicate any major requirements that cannot be met by the Vendor.

Tab C DETAILED DISCUSSION. This section should constitute the major portion of the proposal and must contain a specific response in outline form to each section in this RFP. Outline numbers should correspond, in order, to the section numbers contained in this RFP. Specific emphasis should be placed on responding to the information requested in Sections 3 and 4 but all sections and items should be fully addressed. Narrative regarding options or alternatives with complete details including how those meet or exceed the RFP requirements should be included in the relevant section. Failure to provide written response to items indicated in this RFP will be interpreted by the University as an inability by the Vendor to provide the requested product, service or function and may be deemed as “Non-responsive”.

Tab D ATTACHMENT A – MINIMUM MANDATORY REQUIREMENTS.

Vendors must answer YES or NO to each of the minimum mandatory requirements outlined on tab two of this attachment.

Tab E SUSTAINABILITY. U Health is committed to implementing sustainable approaches to care that meet the health needs of people today and future generations by providing compassionate care in the most environmentally sound ways possible. We committed to achieving carbon neutrality by 2040 and have pledged our commitment by signing on to the Presidents’ Climate Leadership Commitment and the U.S. Department of Health and Human Services Health Sector Climate Pledge. For more information on our sustainability commitments, please visit https://uofuhealth.utah.edu/sustainability.

1. Please describe your company’s sustainability statement or policy.

2. Please describe your organization’s carbon reduction or neutrality goals.

3. Please describe any other sustainability initiatives that your organization currently supports and/or ongoing efforts in support of sustainability initiatives.

Tab F Miscellaneous additional information and attachments, if any may be submitted by the Vendor.

5.03 Cost Proposal Response Format. No pricing information may be included in the technical portion of your proposal. The Vendor must submit a separate cost proposal allowing costs to be evaluated independently of other criteria in the proposal.

Inclusion of any cost or pricing data within the technical proposal may result in your proposal being deemed as non-responsive.

The Cost Proposal must be attached as a separate document and identified as “Cost Proposal” with your company name on BidNet Direct if your submission is electronic. If you are submitting a hard copy of your proposal you must submit a separate sealed envelope labeled with the RFP number and Identified as “Cost Proposal”; include the sealed envelope in the same box or package in which you are submitting your RFP. The following formula shall be used to determine the cost score: Weight Rating Points*((2-(proposed fee/lowest proposed fee)))

The Cost Proposal Form attachment “B” included in this RFP must be completed and submitted in order for your proposal to be considered.

SECTION 6 - PROPOSAL EVALUATION

6.01 Proposal Evaluation Criteria. Responsive / Non-responsive – Vendors who are deemed as “Responsive” to the requirements set forth in attachment “A” shall advance to further scoring as listed below. Vendors who are deemed as “Non- Responsive” shall not advance further in this request.

The criteria to be used to evaluate proposals, listed with their relative weight in points, are as follows:

No Criteria Description Points 1 Demonstrated Ability to meet Scope of Work 20 2 References 15 3 Testing/Trial Experience 30 4 Time, manner, or schedule of delivery 15 5 Cost Proposal 20 Total: 100

NOTE: In addition to addressing the specific criteria listed, each Vendor should provide a detailed response to each requirement in this RFP as indicated in Section 5.02, Proposal Response Format, and Section 5.03, Cost Proposal.

6.02 Evaluation Process. All proposals in response to this RFP will be evaluated as follows:

1. Upon receipt, all proposals will be reviewed to determine their responsiveness to the requirements of the RFP before they are advanced to receive further consideration. Nonresponsive proposals (those not conforming to minimum RFP requirements) shall be eliminated from future consideration. Each Vendor bears sole responsibility for the items included or not included in the response submitted by that Vendor. The University reserves the right to disqualify any proposal that includes significant deviations or exceptions to the terms, conditions and/or specifications in this RFP.

2. After the review for responsiveness, remaining responsive proposals will be reviewed and evaluated by the evaluation committee based upon the quality of information received and the information that supports the respondents ability to meet or exceed the technical requirements stated in the RFP and is subject to all advancement criteria or multi-stage process stated. At the conclusion of the evaluation the Purchasing department will evaluate the Cost Proposals according to the formula, published on the Cost Proposal Form and in accordance with the Utah Procurement Code. Cost scoring shall be based on the lowest responsive and responsible price offered that meets or exceeds all minimum requirements listed in this RFP. The points allocated to each cost proposal will be added to the corresponding proposal’s total technical score.

3. Oral or product demonstrations may be required as is listed in section 2.08. Or the University may choose to make an award directly from the responses received. The University will be the sole judge as to the overall acceptability of any proposal or to judge the individual merits of specific provisions within competing offers.

4. Upon request, a Best and Final Offer (BAFO) may be requested as part of this process from responsive and responsible proposals received.

SECTION 7 - GENERAL PROVISIONS

7.01 Protected Information. Under the Government Records Access and Management Act, Utah Code §§ 63G-2-101 to -901, as amended ("GRAMA"), certain information submitted in the proposal(s) may be open for public inspection or disclosure.

Pursuant to Section 63G-2-309 of GRAMA, any confidential information provided to the University which Vendor believes should be protected from inspection or disclosure must be accompanied by a written claim of confidentiality and a concise statement of reasons supporting such claim. A copy of the University’s standard business confidentiality claim form may be found at (http://fbs.admin.utah.edu/download/purchasing/Business_Confidentiality_Claim_For m.pdf ). Non-specific statements of confidentiality (e.g., marking a document confidential or proprietary in a cover letter, header, footer or watermark) are insufficient to claim confidentiality under GRAMA. All material contained in and/or submitted with the proposal becomes the property of the University and may be returned only at the University's option. Any confidentiality and non-use obligations applicable to the University as a consequence of the Contract will be subject in all cases to the University’s obligations under GRAMA.

7.02 Incurring Costs. The University will not be liable for any cost which Vendors may incur in connection with the preparation or presentation of their proposal(s).

Proposals should be concise, straightforward and prepared simply and economically.

Expensive displays, bindings or promotional materials are neither desired nor required. However, these instructions are not intended to limit a proposal's content or exclude any relevant or essential data therefrom.

7.03 Addendum to RFP. In the event the University deems it necessary to revise this RFP in whole or in part, an addendum will be provided to relevant vendors.

7.04 Other Communications. During the RFP process (from the date of issue through the date of contract award or other final decision) the Purchasing Department is the sole source of official information regarding this RFP. All other communications, both spoken and written, which are received by any representative of the Vendor from other sources (such as employees in the using department) should be confirmed by the Vendor with the buyer in the Purchasing Department assigned to this RFP as being true and accurate prior to incorporating such information into their response.

This refers to both formal and informal conversations and communications.

Significant changes to the RFP will always be issued as a formal, written addendum.

7.05 Alternative Proposals. A Vendor may submit more than one proposal, each of which must follow the Proposal Response Format (section 5 herein) and satisfy the requirements of this RFP. The Vendor's primary proposal must be complete and comply with all instructions. The alternative proposals may be in abbreviated form following the Proposal Response Outline but providing complete information only for sections which differ in any way from those contained in the prime proposal. If alternative proposals are submitted, the Vendor must explain the reasons for the http://fbs.admin.utah.edu/download/purchasing/Business_Confidentiality_Claim_Form.pdf http://fbs.admin.utah.edu/download/purchasing/Business_Confidentiality_Claim_Form.pdf alternative(s) and its comparative benefits. Each proposal submitted will be evaluated on its own merits.

7.06 Authorized Vendor Representatives. The University reserves the right to require a change in the individual assigned to represent the Vendor if the assigned representative is not serving the needs of the University in an acceptable manner. This right shall carry forward through the response period and, with the successful Vendor, during the term of the Contract.

7.07 Award of Subcontracts. For each subcontract, if any, which the Vendor proposes to award, the Vendor shall specify in writing the proposed subcontractor's name and address, and the purpose of each subcontract. Any Vendor proposing subcontracts as a part of a proposal must explicitly state so in the proposal. Written approval by the Purchasing Department is required prior to the awarding of any subcontracts. Any Subcontractor shall be required to provide evidence to the University of the same insurance provisions and coverages as described in section 7.29 of this RFP.

7.08 Assignment. Vendor shall not assign or subcontract any portion of its obligations under the Contract without the prior written consent of the University Purchasing Department. Assignment or subcontracting shall in no way relieve the Vendor of any of its obligations under the Contract.

7.09 Remedies; Governing Law; Venue. The laws of the State of Utah shall apply in all disputes arising out of this RFP. The Contract will be governed by the laws of the State of Utah, without regard to conflicts of laws principles. Venue for any lawsuits, claims, or other proceedings between the Contract parties relating to or arising under the Contract shall be exclusively in the State of Utah. The Contract will not require either Vendor or the University to arbitrate any dispute arising under the Contract.

7.10 Compliance. The Vendor hereby agrees to abide with all applicable federal, state, county and city laws and regulations and to be responsible for obtaining and/or possessing any and all permits and licenses that may be required. University’s procurement of products and services is governed by the Utah Procurement Code, Utah Code Ann., Section 63G-6a-101 et seq., as may be amended (the “Procurement Code”). Any provision of the Contract that is prohibited by the Procurement Code shall be void and unenforceable. Pursuant to 42 U.S.C. 1395x(v)(1)(I), until the expiration of four (4) years after furnishing services as contemplated hereunder, Vendor will make available, upon proper request, to the Secretary of Health and Human Services and to the Comptroller General of the United States, or any of their duly authorized representatives, all books and records of Vendor that are necessary to certify the nature and extent of the cost of services furnished pursuant to the Agreement for which payment may be made under the Medicare program. If Vendor carries out any duties of the Agreement through a subcontract with a value or cost of more than $10,000 or more over a twelve (12) month period, such contract shall contain a clause materially identical to this clause.

7.11 Cancellation. Vendor’s inadequate delivery, unsatisfactory service or failure to adhere to the Contract covenants may result in University’s cancellation of the Contract. The Vendor shall be responsible for reimbursing the University for expenses incurred as a result of unacceptable service. In the event that either party determines that a material breach has occurred that would be cause for cancellation of the Contract, the party wishing to cancel shall notify the other party of the alleged breach in writing, and allow the other party thirty (30) days in which to cure the alleged breach. If the alleged breach is not cured or substantial steps to cure the alleged breach are not taken within this period, the non-defaulting party may cancel the Contract at the end of said thirty (30) day period.

7.12 Acceptance of Services Rendered. The University, through its designated agents and representatives, will be the sole determining judge of whether services rendered under the Contract satisfy the requirements as identified in the Contract.

7.13 Anti-Collusion. The submission of a proposal constitutes agreement that the Vendor has not divulged its proposal to, or colluded with, any other offeror or party to a proposal whatsoever.

7.14 Indemnification; Limitations of Liability. The Contract shall provide that the Vendor shall hold harmless, defend and indemnify the University of Utah and its officers, employees, and agents from and against any and all claims, losses, causes of action, judgments, damages and expenses including, but not limited to attorney's fees resulting from or arising out of (a) performance or breach of the Contract by Vendor, or (b) Vendor’s use of University premises, or (c) any act, error, or omission on the part of the Vendor, or its agents, employees, invitees, participants, or subcontractors except where such claims, losses, causes of action, judgments, damages and expenses result solely from the negligent acts or omissions or willful misconduct of the University of Utah, its officers, employees or agents. University is a governmental entity under the Governmental Immunity Act of Utah, Utah Code Ann., Section 63G- 7-101 et seq., as amended (the “Act”) and the Procurement Code. Nothing in the Contract shall constitute the University’s waiver of any protections, rights, or defenses applicable to the University under the Act or the Procurement Code, including, without limitation, the provisions of Section 63G-7-604 regarding limitation of judgments. The University will not incur, as a consequence of the Contract or otherwise, any liability for the operations, acts, or omissions of Vendor or any third party, and nothing in the Contract shall be so interpreted or construed. The Contract will include no limitations of liability, or exclusions or remedies, for any damages other than special, indirect or consequential damages.

7.15 Restrictions. Subject to the terms of this Section 7, all proposals must clearly set forth any restrictions or provisions deemed necessary by the Vendor to effectively service the proposed Contract.

7.16 Right to Reject. The University reserves the right to reject any or all proposals and to waive any informality or technicality in any proposal in the interest of the University.

7.17 Record Keeping and Audit Rights. Any Vendor providing goods or services under any Contract shall maintain accurate accounting records for all goods and services provided thereunder, and shall retain all such records for a period of at least seven (7) years following termination of the Contract. Upon reasonable notice and during normal business hours the University, or any of its duly authorized representatives, shall have access to and the right to audit any records or other documents pertaining to the Contract. The University’s audit rights shall extend throughout the term of the Contract and for a period of at least seven (7) years thereafter.

7.18 Management Reports. Upon request the Vendor must be able to summarize and concisely report pertinent information to the University in a timely manner, throughout the duration of any Contract resulting from this RFP.

7.19 Further Agreements. In addition to a proposal, the University may from time to time require a Vendor to execute certain additional documents or agreements, including without limitation a Contract, for the purpose of clarifying the intention of the parties with respect to providing the goods or services hereunder.

7.20 Relationship of the Parties. In assuming and performing the obligations of any

Contract, the University and any Vendor shall each be acting as independent parties and neither shall be considered or represent itself as a joint venturer, partner or employee of the other. Vendor affirms that the Vendor or any employee in their organization does not have a conflict of interest or potential conflict of interest with the University of Utah.

7.21 Equal Opportunity. No Vendor of goods and/or services under this RFP or any

Contract shall discriminate against any employee, applicant for employment, or recipient of services on the basis of veteran status, race, religion, color, sex, sexual orientation, age, disability, or national origin.

7.22 Taxes – Vendor’s Responsibility. Vendors shall be responsible for and pay all taxes which may be levied or incurred against the Vendor in connection with the performance of any services under a Contract, including taxes levied or incurred against Vendor’s income, inventory, property, sales, or other taxes.

7.23 Taxes - University is Exempt. The University is exempt from State of Utah sales and excise taxes (State of Utah Sales Tax Exemption number: 11874443-002-STC).

Exemption certification information appears on all purchase orders issued by the University and such taxes will not apply to the University unless otherwise noted.

7.24 Tax Liens. By submitting a proposal, the Vendor certifies that neither it nor its principals are presently subject to an outstanding tax lien in the State of Utah. If the Vendor cannot certify this statement, the Vendor will submit to the University a written explanation for the review of the University. If the Vendor is subject to any outstanding tax lien in the State of Utah, the University may reject the Vendor’s quote, bid, offer, or proposal in response to the request pursuant to UCA 63G-6a-905.

7.25 Health Insurance Portability and Accountability Act (HIPAA). The University of

Utah Health Sciences Center is subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA). This transaction may fall under the jurisdiction of HIPAA and Vendor must comply with applicable state and federal HIPAA laws.

If you have any questions, please contact the HIPAA Regulatory Office at 801-587- 9241.

7.26 Debarment Clause. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract), by any governmental department or agency. If Vendor cannot certify this statement, attach a written explanation for review by the University. Vendor must notify the Director of Purchasing within 30 days if debarred by any governmental entity during the Contract period.

7.27 Status Verification System. If a Contract is awarded through this RFP for the physical performance of services within the State of Utah, Vendor or Vendor's agent, contractor, subcontractor or service provider is required to register and participate in the Status Verification System (E-verify) to verify the work eligibility status of Vendor's or Vendor's agent's, contractor's, subcontractor's or service provider's employees hired on or after July 1, 2009 and employed in the State of Utah, in accordance with UCA Section 63G-12-302.

7.28 Federal Exclusion. Vendor warrants and represents that Vendor, its officers, directors, and any employees or subcontractors providing goods or services under the Contract

(i) are not currently excluded, debarred, or otherwise ineligible to participate in federal health care programs as defined in 42 U.S.C. § 1320a-7b(f) or to provide goods to or perform services on behalf of the federal government as either a contractor or subcontractor. This shall be an ongoing representation and warranty during the term of the Contract and Vendor shall immediately notify University of any change in the status of the representation and warranty. University may immediately terminate the Contract for cause in the event of a breach of this section or as a result of any material change in status of the representation and warranty.

Notwithstanding any other provision in the Contract, Vendor shall defend and indemnify University and its officers, employees, and agents in connection with any and all claims, losses, causes of action, judgments, fines, damages, or other similar expenses, including reasonable attorney fees, resulting from a breach of this section.

7.29 Insurance. During the term of any Contract, and for a period of two (2) years following the expiration or earlier termination of the Contract for any reason, Vendor shall maintain the following insurance policies:

(a) Commercial General Liability insurance with per occurrence limits of at least

$1,000,000 and general aggregate limits of at least $2,000,000.

(b) If applicable to Vendor’s operations or performance of the Contract, Cyber Liability, Professional Liability, Liquor Liability, Aircraft Liability and/or Business Automobile Liability insurance covering Vendor’s owned, non-owned, and hired motor vehicles with liability limits of at least $1,000,000 per occurrence.

(c) All employee related insurances, in the statutory amounts, such as worker's compensation, and employer's liability, for its employees or volunteers involved in performing services pursuant to the Contract.

(d) Special form" property insurance at replacement cost applicable to Vendor’s property or its equipment and that contains a waiver of subrogation endorsement in favor of the University.

Such insurance policies shall be endorsed to be primary and not contributing to any other insurance maintained by the University.

If applicable, Vendor shall maintain and provide evidence of an employee dishonesty

(fidelity) bond or other form of surety in the minimum amount of $100,000 which guarantees that the bond or surety will reimburse the University for any pecuniary loss that may be sustained by any act of fraud, dishonesty, forgery, theft, embezzlement, malfeasance, or misappropriation on the part of Vendor, or any of its employees, officers, directors, agents, contractors or subcontractors directly or indirectly. This bond shall be issued by a responsible surety company authorized to do business within the State of Utah, and shall be subject to the reasonable approval by the University as to form and content.

Vendor's insurance carriers and policy provisions must be acceptable to the University’s Risk and Insurance Manager and remain in effect for the duration of the Contract. The University of Utah shall be named as an additional insured on the Commercial General Liability, and if applicable, Aircraft Liability, and Liquor Liability insurance policy by endorsement. Vendor will cause any of its subcontractors, who provide materials or perform services relative to the Contract, to also maintain the insurance coverages and provisions listed above.

If the coverage’s described above are not in place at the time a proposal is submitted, Vendor should describe in detail what types and levels of coverage are in place currently, and clearly indicate Vendor’s ability and willingness to obtain the above listed coverage’s if required by the University.

Vendor shall submit certificates of insurance as evidence of the above required insurance to the University prior to the commencement of the Contract (mail to:

University of Utah Health Purchasing Department, Attn: Katherine Coons, 127 S 500 E Suite 140, Salt Lake City, UT 84102. Such certificates shall indicate that the University will be given thirty (30) calendar days written notice prior to the cancellation of coverage.

University carries insurance through the State Risk Manager of the State of Utah up to the limits required by the State Risk Manager of the State of Utah and applicable law. Nothing in the Contract shall require University to carry different or additional insurance, and any obligations of University contained in the Contract to name a party as additional insured shall be limited to naming such party as additional insured with respect to University’s negligent acts or omissions.

7.30 Background Checks. Vendor is responsible to ensure that any employee hired by the vendor to do work at any UUHC location has passed through a FACIS Level 3 criminal background check and recent drug screening. Employees also need to be current on required immunizations for working in a health care environment (Two step TB skin test, MMR, Varicella, Hepatitis B, Tdap, and annual Influenza).

Employees will be required to sign a Security and Confidentiality, HIPAA, and privacy agreements prior to or on their first day of contract employment.

7.31 Drug- Alcohol- Tobacco-Free Campus. The University of Utah is a drug-, alcohol-, and tobacco-free campus, with no smoking and/or use of any tobacco product on all University property and in any outdoor area controlled by the University. This rule is applicable 24 hours a day, 7 days a week. The campus will officially operate as tobacco-free as of July 1, 2018. University property includes any property owned, leased, or controlled by the University and includes but is not limited to: all buildings, vehicles, residential and recreational areas, athletic fields, parking lots, parking structures, streets, sidewalks, hospitals and clinics. All representatives of the awarded Vendor, including delivery and installation personnel, shall adhere to these requirements, including being free of the effects of these substances while on campus.

Not adhering to these standards shall be considered a breach of any Contract or purchase order resulting from this solicitation. Please see the following link for more information regarding the University Rule.

https://regulations.utah.edu/administration/rules/R3-300A.php

7.32 Contract Terms; Incorporation by Reference. Contract provisions shall be consistent with each provision of this Section 7 in all material respects. The Contract will incorporate by reference this Section 7. If any provision of this Section 7 conflicts with any provision of the Contract, the conflicting provision of this Section 7 shall control.

7.33 Public Contract Restrictions. If Vendor has 10 or more full-time employees and the total value of the any resulting Contract is $100,000 or greater, Vendor agrees not to engage in a Boycott of the State of Israel, as defined in Utah Code § 63G-27-102(2), for the duration of any resulting contract and further certifies that it is not currently engaged in an “economic boycott,” as defined in Utah Code § 63G-27-102(5), and that Vendor will notify University in writing if it begins an “economic boycott” while any resulting Contract remains in effect.

https://regulations.utah.edu/administration/rules/R3-300A.php