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Docusign Envelope ID: 37AFD31 B-ADDC-41302-934C-64CD7A6863131
<br />Invoices containing travel costs outside of these rates will be returned to the vendor for correction.
<br />47. PERFORMANCE EVALUATION: The Division may conduct a performance evaluation of Contractor, including Contractor's
<br />Subcontractors. Results of any evaluation shall be made available to Contractor upon request.
<br />48. STANDARD OF CARE: The services performed by Contractor and its Subcontractors shall be performed in accordance with
<br />the standard of care exercised by licensed members of their respective professions having substantial experience providing
<br />similar services which similarities include the type, magnitude, and complexity of the services that are the subject of this
<br />Contract. Contractor may be liable to the Eligible User for claims, liabilities, additional burdens, penalties, damages, or third
<br />party claims (e.g., another Contractor's claim against the State of Utah), to the extent caused by Contractor's gross negligence
<br />or intentional acts.
<br />49. REVIEWS: The Division reserves the right to perform plan checks, plan reviews, other reviews, and/or comment upon the
<br />services of Contractor. Such reviews do not waive the requirement of Contractor to meet all of the terms and conditions of
<br />this Contract.
<br />50. DISPUTE RESOLUTION: Prior to either party filing a judicial proceeding, the parties agree to participate in the mediation of
<br />any dispute. The Division or an Eligible User, after consultation with Contractor, may appoint an expert or panel of experts to
<br />assist in the resolution of a dispute. If the Division or an Eligible User appoints such an expert or panel, the Division or the
<br />Eligible User and Contractor agree to cooperate in good faith in providing information and documents to the expert or panel
<br />in an effort to resolve the dispute.
<br />51. ORDER OF PRECEDENCE: In the event of any conflict in the terms and conditions in this Contract, the order of precedence
<br />shall be: (i) this Attachment A; (ii) Contract Signature Page(s); (iii) the State of Utah's additional terms and conditions, if any;
<br />(iv) any other attachment listed on the Contract Signature Page(s); and (v) Contractor's terms and conditions that are attached
<br />to this Contract, if any. Any provision attempting to limit the liability of Contractor or limit the rights of an Eligible User,
<br />the Division, or the State of Utah must be in writing and attached to this Contract or it is rendered null and void.
<br />52. SURVIVAL OF TERMS: Termination or expiration of this Contract shall not extinguish or prejudice Eligible Users' right
<br />to enforce this Contract with respect to any default of this Contract or defect in the Procurement Item(s) that has not been
<br />cured, or of any of the following clauses, including: Governing Law and Venue, Laws and Regulations, Records
<br />Administration, Remedies, Dispute Resolution, Indemnity, Newly Manufactured, Indemnification Relating to Intellectual
<br />Property, Warranty of Procurement Item(s), Insurance.
<br />53. SEVERABILITY: The invalidity or unenforceability of any provision, term, or condition of this Contract shall not affect
<br />the validity or enforceability of any other provision, term, or condition of this Contract, which shall remain in full force and
<br />effect.
<br />54. ERRORS AND OMISSIONS: Contractor shall not take advantage of any errors and/or omissions in this Contract. The
<br />Contractor must promptly notify the Division of any errors and/or omissions that are discovered.
<br />55. ENTIRE AGREEMENT: This Contract constitutes the entire agreement between the parties and supersedes any and all
<br />other prior and contemporaneous agreements and understandings between the parties, whether oral or written.
<br />56. ANTI -BOYCOTT ACTIONS: In accordance with Utah Code 63G-27 et seq., Contractor certifies, to the best of its knowledge
<br />and belief at the time of submission, that it is not currently engaged in any "economic boycott" nor a "boycott of the State of
<br />Israel" as those terms are defined in Section 102. Contractor further certifies, to the best of its knowledge and belief at the time
<br />of submission, that it has read and understands 63G-27 et. seq., that it will not engage in any such boycott action during the
<br />term of this Contract, and that if it does, it shall promptly notify the State in writing.
<br />Revision Date: 04/09/2025 (Section 3, 4, 6, 7, 10, 13, 16, 17, 18, 20, 21, 22, 23, 24, 25,26,27, 28, 29, 31, 37, 39, 45, 48, 56)
<br />Revision Date: 04/23/20324 (Omnia Revised section: 1.g)
<br />Revision Date: 07/20/2023 (Original language)
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