|
Docusign Envelope ID: 37AFD31B-ADDC-4B02-934C-64CD7A6863B1
<br />ATTACHMENT A: STATE OF UTAH STANDARD TERMS AND CONDITIONS FOR GOODS AND SERVICES
<br />1. DEFINITIONS: The following terms shall have the meanings set forth below:
<br />a) "Confidential Information" means information that is deemed as confidential under applicable state and federal laws,
<br />including personal information. The Eligible User reserves the right to identify, during and after this Contract, additional
<br />reasonable types of categories of information that must be kept confidential under federal and state laws.
<br />b) "Contract" means the Contract Signature Page(s), including all referenced attachments and documents incorporated by
<br />reference. The term "Contract" shall include any purchase orders that result from this Contract.
<br />c) "Contract Signature Page(s)" means the State of Utah cover page(s) that the Division and Contractor signed.
<br />d) "Contractor" means the individual or entity delivering the Procurement Item identified in this Contract. The term
<br />"Contractor" shall include Contractor's agents, officers, employees, and partners.
<br />e) "Custom Deliverable" means the Work Product that Contractor is required to deliver to the Eligible User under this
<br />Contract.
<br />f) "Division" means the Division of Purchasing and General Services.
<br />g) "Eligible User(s)" means those authorized to use State Cooperative Contracts and includes the State of Utah's
<br />government departments, institutions, agencies, political subdivisions (e.g., colleges, school districts, counties, cities,
<br />etc.), and, as applicable, nonprofit organizations, agencies of the federal government, or any other entity authorized by
<br />the laws of the State of Utah to participate in State Cooperative Contracts, including agencies nationwide registered with
<br />OMNIA Partners, Public Sector are eligible to participate in any subsequent Contract.
<br />h) "End User Agreement" means any agreement that Eligible Users are required to sign in order to participate in this
<br />Contract, including an end user agreement, customer agreement, memorandum of understanding, statement of work,
<br />lease agreement, service level agreement, or any other named separate agreement.
<br />i) "Procurement Item" means a supply, a service, Custom Deliverable, construction, or technology that Contractor is
<br />required to deliver to the Eligible User under this Contract.
<br />j) "Response' means the Contractor's bid, proposals, quote, or any other document used by the Contractor to respond to
<br />the Solicitation.
<br />k) "Solicitation" means an invitation for bids, request for proposals, notice of a sole source procurement, request for
<br />statement of qualifications, request for information, or any document used to obtain bids, proposals, pricing, qualifications,
<br />or information for the purpose of entering into this Contract.
<br />1) "State of Utah" means the State of Utah, in its entirety, including its institutions, agencies, departments, divisions,
<br />authorities, instrumentalities, boards, commissions, elected or appointed officers, employees, agents, and authorized
<br />volunteers.
<br />m) "Subcontractors" means a person under contract with a contractor or another subcontractor to provide services or labor
<br />for design or construction, including a trade contractor or specialty contractor.
<br />n) "Work Product" means every invention, modification, discovery, design, development, customization, configuration,
<br />improvement, process, software program, work of authorship, documentation, formula, datum, technique, know how,
<br />secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or
<br />registerable under copyright or similar statutes or subject to analogous protection) that is specifically made, conceived,
<br />discovered, or reduced to practice by Contractor or Contractor's Subcontractors (either alone or with others) pursuant to
<br />this Contract. Work Product shall be considered a work made for hire under federal, state, and local laws; and all interest
<br />and title shall be transferred to and owned by the Eligible User. Notwithstanding anything in the immediately preceding
<br />sentence to the contrary, Work Product does not include any Eligible User intellectual property, Contractor's intellectual
<br />property (that it owned or licensed prior to this Contract) or Third Party intellectual property.
<br />2. GOVERNING. LAW AND VENUE: This Contract shall be governed by the laws, rules, and regulations of the State of Utah.
<br />Any action or proceeding arising from this Contract shall be brought in a court of competent jurisdiction in the State of Utah.
<br />Venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County.
<br />3. LAWS AND REGULATIONS: At all times during this Contract, Contractor and all Procurement Items delivered and/or
<br />performed under this Contract will comply with all applicable federal and state constitutions, laws, rules, codes, orders, and
<br />regulations, including applicable licensure and certification requirements. If this Contract is funded by federal funds, either in
<br />whole or in part, then any federal regulation related to the federal funding, which the parties mutually agree to in writing,
<br />including CFR Appendix II to Part 200, will supersede this Attachment. Eligible Users shall inform Contractor if federal funds
<br />are used under this Agreement and propose those additional contract terms to be included.
<br />4. RECORDS ADMINISTRATION: Contractor shall maintain or supervise the maintenance of all records necessary to properly
<br />account for Contractor's performance and the payments made by Eligible Users to Contractor under this Contract. These
<br />records shall be retained by Contractor for at least six (6) years after final payment, or until all audits initiated within the six
<br />(6) years have been completed, whichever is later. Contractor will provide Eligible Users access to Amazon Business
<br />Analytics ("ABA") whereby Eligible Users may generate reports based on purchasing activity pertinent to the contract for the
<br />purpose of making audits, examinations, excerpts, and transcriptions. ABA functionality will include the ability to customize,
<br />view, and download reports including order details, refunds, returns, and reconciliation.
<br />5. PERMITS: If necessary Contractor shall procure and pay for all permits, licenses, and approvals necessary for the execution
<br />of this Contract.
<br />6. CERTIFY REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION SYSTEM": The Status Verification
<br />561
<br />
|