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Docusign Envelope ID: 37AFD31B-ADDC-4802-934C-64CD7A6863B1
<br />System, also referred to as "E -verify", only applies to contracts issued through a Request for Proposal process, to sole
<br />sources that are included within a Request for Proposal, and when Contractor employs any personnel in Utah.
<br />a) Contractor certifies, to the best of its knowledge and belief at the time of submission, as to its own entity, that Contractor
<br />has registered and is participating in the Status Verification System to verify the work eligibility status of Contractor's new
<br />employees that are employed in the State of Utah in accordance with applicable immigration laws.
<br />b) Contractor's failure to comply with this section will be considered a material breach of this Contract.
<br />7. CONFLICT OF INTEREST: Contractor represents, to the best of its knowledge and belief at the time of submission, that
<br />none of its officers or employees are officers or employees of the Division or the State of Utah, unless disclosure has been
<br />made to the Division.
<br />8. INDEPENDENT CONTRACTOR: Contractor and Subcontractors, in the performance of this Contract, shall act in an
<br />independent capacity and not as officers or employees or agents of the Division or the State of Utah.
<br />9. CONTRACTOR RESPONSIBILITY: Contractor is solely responsible for fulfilling the contract, with responsibility for all
<br />Procurement Items delivered and/or performed as stated in this Contract. Contractor shall be the sole point of contact
<br />regarding all contractual matters. Contractor must incorporate Contractor's responsibilities under this Contract into every
<br />subcontract with its Subcontractors that will provide the Procurement Item(s) to the Eligible Users under this Contract.
<br />Moreover, Contractor is responsible for its Subcontractors compliance under this Contract.
<br />10. INDEMNITY: Notwithstanding anything else to the contrary in this Agreement, neither party shall be responsible for
<br />indemnifying the other party for any claims.
<br />11. EMPLOYMENT PRACTICES: Contractor agrees to abide by the following federal and state employment laws, including: (i)
<br />Title VI and VII of the Civil Rights Act of 1964 (42 U.S.C. 2000e), which prohibits discrimination against any employee or
<br />applicant for employment or any applicant or recipient of services on the basis of race, religion, color, or national origin; (ii)
<br />Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex; (iii) 45 CFR 90, which prohibits
<br />discrimination on the basis of age; (iv) Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of
<br />1990, which prohibits discrimination on the basis of disabilities; and (v) Utah's Executive Order 2019-1, dated February 5,
<br />2019, which prohibits unlawful harassment in the workplace. Contractor further agrees to abide by any other laws, regulations,
<br />or orders that prohibit the discrimination of any kind by any of Contractor's employees. Contractor agrees to abide by any
<br />other laws, regulations, or orders that prohibit the discrimination of any kind by any of Contractor's employees.
<br />12. AMENDMENTS: This Contract may only be amended by the mutual written agreement of the parties, provided that the
<br />amendment is within the Scope of Work of this Contract and is within the scope/purpose of the original solicitation for which
<br />this Contract was derived. The amendment will be attached and made part of this Contract. Automatic renewals will not apply
<br />to this Contract, even if listed elsewhere in this Contract.
<br />13. DEBARMENT: Contractor certifies, to the best of its knowledge and belief at the time of submission, that it is not presently
<br />nor has ever been debarred, suspended, proposed for debarment, or declared ineligible by any governmental department or
<br />agency, whether international, national, state, or local. Contractor must promptly notify the Division if debarred, suspended,
<br />proposed for debarment, declared ineligible, or voluntarily excluded from participation in any contract by any governmental
<br />entity during this Contract.
<br />14. TERMINATION: This Contract may be terminated, with cause by either party, in advance of the specified expiration date,
<br />upon written notice given by the other party. The party in violation will be given ten (10) days after written notification to correct
<br />and cease the violations, after which this Contract may be terminated for cause immediately and subject to the remedies
<br />below. This Contract may also be terminated without cause (for convenience), in advance of the specified expiration date, by
<br />either Party, upon thirty (30) days written termination notice being given to the other party. The Division and the Contractor
<br />may terminate this Contract, in whole or in part, at any time, by mutual agreement in writing.
<br />On termination of this Contract, all accounts and payments will be processed according to the financial arrangements set forth
<br />herein for approved and conforming Procurement Items ordered prior to date of termination. In no event shall the
<br />Eligible Users be liable to the Contractor for compensation for any Procurement Item neither requested by an Eligible
<br />User. In no event shall the Division's exercise of its right to terminate this Contract for convenience relieve the Contractor
<br />of any liability to the Eligible Users for any damages or claims arising under this Contract.
<br />15. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW: Upon thirty (30) days written notice
<br />delivered to the Contractor, a purchase order that results from this Contract may be terminated in whole or in part at the sole
<br />discretion of an Eligible User, if an Eligible User reasonably determines that: (i) a change in Federal or State legislation or
<br />applicable laws materially affects the ability of either party to perform under the terms of this Contract; or (ii) that a change in
<br />available funds affects an Eligible User's ability to pay under this Contract. A change of available funds as used in this
<br />paragraph includes, but is not limited to a change in Federal or State funding, whether as a result of a legislative act or by
<br />order of the President or the Governor.
<br />If a written notice is delivered under this section, an Eligible User will reimburse Contractor for the Procurement Item(s)
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