NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED SOFTWARE, SERVICES AND CLOUD SOLUTIONS Led by the State of Colorado

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Master Agreement #: 187822

Contractor: HP INC.

Participating Entity: STATE OF UTAH

The following Products and Services are included in this contract portfolio:

 Group A – MFD, A3

 Group B – MFD, A4

 Group D – Single-function Printers

 Group E – Large/Wide Format Equipment

 Group F – Scanners

 Group G – Software

 Group H – Consumable Supplies

 Group I - Managed Print Services (MPS)

 Sub-Group D1 – Specialty Printers

 Sub-Group G1 – Software Related Services  Accessories for Discontinued Base Units  Maintenance Services for new and legacy devices

Master Agreement Terms and Conditions:

1. Term: This Participating Addendum is effective as of August 1, 2024and will terminate, renew, and extend upon termination, renewal, or extension of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

2. Scope: This addendum covers the Multi-Function Devices and Related Software, Software

and Cloud Solutions portfolio led by the State of Colorado, for use by state agencies and other government entities located in the Participating State of Utah authorized by that State’s statutes to utilize State contracts with the prior approval of the State’s Chief Procurement Official. An amendment to this PA is not required when offerings are adjusted in the Master Agreement, so long as all additions remain within the master agreement’s original scope.

3. Pricing: The pricing and rates from the Master Agreement shall flow down to this PA. An amendment to this PA is not required when pricing in the Master Agreement is adjusted / updated.

4. Administrative Fee: One (1) percent (1%) and will apply per Section 54 of Attachment A.

DocuSign Envelope ID: 47880E4B-96EE-433D-A0F1-AD826B149AAD

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED SOFTWARE, SERVICES AND CLOUD SOLUTIONS Led by the State of Colorado

Page 2 of 6

5. Participation: This NASPO ValuePoint Master Agreement may be used by all state agencies, institutions of higher education, political subdivisions and other entities authorized to use statewide contracts in the State of Utah. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

6. Primary Contacts: The primary contact individuals for this Participating Addendum are as

follows (or their named successors):

Contractor

Name: Elizabeth Leach

Address: 10300 Energy Drive, Spring, TX 77389

Telephone: 501-849-4740

Email: elizabeth.leach@hp.com

Participating Entity

Name: Cody Peterson

Address: 4315 S 2700 W Taylorsville, Utah 84129

Telephone: 801-957-7130

Fax:

Email: codypeterson@utah.gov

7. Participating Entity Modifications or Additions to The Master Agreement: Modifications or

additions apply only to actions and relationships within the Participating Entity. Participating Entity must check one of the boxes below.

[ ] No changes to the terms and conditions of the Master Agreement are required. [x ] The following changes are modifying or supplementing the Master Agreement terms and conditions.

State of Utah Terms & Conditions Attachment A

8. Lease and Rental Agreements: All eligible end-users within the State of Utah are eligible to lease equipment pursuant to the NASPO ValuePoint Contract. Political Subdivisions, Higher Education, and Public Education shall work with their own purchasing department to

DocuSign Envelope ID: 47880E4B-96EE-433D-A0F1-AD826B149AAD

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED SOFTWARE, SERVICES AND CLOUD SOLUTIONS Led by the State of Colorado

Page 3 of 6

determine if leasing is an option. State of Utah Agencies may purchase or lease from the contract after acquiring the appropriate approvals. (a) Lease Terms: Equipment leases are subject to the Terms and Conditions as set forth in

the Master Agreement and HP Inc.’s applicable Supplemental Documents, which are attached to the Master Agreement, unless otherwise agreed to by a Participating State or Entity. To initiate a lease, Purchasing Entity may issue a Purchase Order (“PO”) and reference the type of lease (FMV, $1 Buyout, or Straight Lease) on the PO and shall execute either the Master Agreement Attachment 1 (HPFS Master FMV Lease Agreement), or Attachment 2 (HPFS Master Lease Purchase Agreement).

(b) Third Party Leasing Company: Contractor shall use a Third-Party leasing company for all Lease transactions, specifically Hewlett-Packard Financial Services (“HPFS”). However, all contractual obligations shall remain with the Contractor.

(c) HPFS holds all rights title and interest in and to: (i) the Products subject to the Lease Agreement; (ii) all payments and other amounts due and to become due thereunder with respect to the Products; and (iii) all rights and remedies under this Participating Addendum with respect to the Products, such payments and other amounts due.

(d) End of Term Notification: Contractor must notify a Purchasing Entity, in writing, of their

End of Term options at least sixty (60) to ninety (90) days prior to the end of any Initial Lease Term. Such notification may include, but not be limited to, the following:

i. Any acquisition or return options, based on the type of lease agreement; ii. Any renewal options, if applicable; and/or iii. Hard drive removal and surrender cost, if applicable.

(e) End of Term Options: If a Purchasing Entity desires to exercise a purchase, renewal, or

return of the Equipment, it shall give Contractor at least thirty (30) days written notice prior to the expiration of such lease term. Notwithstanding anything to the contrary, if Purchasing Entity fails to notify Contractor of its intent with respect to the exercise of a purchase, renewal, or return of the Equipment, the Initial Lease Term shall be terminated on the date as stated in the Order and removal of the Product will be mutually arranged.

9. Authorized Dealers: All Contractors and resellers authorized in the State of Utah, are listed

in Contractor’s Authorized Dealer List, which is available on the NASPO ValuePoint website, and are approved to accept orders and provide sales, service support, and invoicing to participants in the NASPO ValuePoint Master Agreement. The Contractor’s dealer participation will be in accordance with the terms and conditions set forth in the Master Agreement.

DocuSign Envelope ID: 47880E4B-96EE-433D-A0F1-AD826B149AAD

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED SOFTWARE, SERVICES AND CLOUD SOLUTIONS Led by the State of Colorado

Page 4 of 6

10. Orders: Any order placed by a Purchasing Entity for a Product and/or Service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions) of the Master Agreement. All orders should contain the following (1) “PO subject to NASPO ValuePoint Contract #187822 & State Contract #PA4461” (2) Purchaser’s Address, Contact, & Phone-Number (3) Purchase order amount (4) Type of Lease and monthly payment (5) Itemized list of accessories (6) Service program and rates (7) Attached SOW Template if applicable.

11. Product Installation & Invoicing: Unless otherwise agreed to by both parties, signing the delivery and acceptance (“D&A”) certificate constitutes Acceptance of the Device(s) and allows Contractor to invoice for the Device(s). Failure to sign the D&A or reject the Device(s) within the foregoing five (5) day period shall be deemed as Acceptance by the Purchasing Entity. Contractor will provide timely billing and Purchasing Entity will notify Contractor, in writing, of any billing concern. In order for Contractor to generate accurate service invoices, Purchasing Entities shall provide meter reads within the Contractor(s) requested timeframe. Invoices that are generated without receiving the proper meter read information from the Purchasing Entity will not be considered inaccurate. The Purchasing Entity shall provide written notice of any alleged invoicing issue(s) and the Contractor will be allowed a thirty (30) day cure period to address any such issue. Failure on the Contractors part to maintain accurate invoicing shall result in a $25.00 per instance credit on the following month’s invoice.

10. Software: Purchasing Entities that acquire software shall be subject to the license agreements distributed with such software. Software subscriptions shall not be subject to automatic renewals, unless otherwise agreed to in an Order. Purchasing Entities shall have the option to finance software subscriptions by utilizing Contractor lease rates. Notwithstanding the foregoing, in the event of a conflict in language between an end user license agreement (EULA) and the Master Agreement, the language in the Master Agreement will supersede and control, unless otherwise agreed to by a Participating State or Entity. In addition, any language in a EULA which violates a Participating State’s constitution or a statute of that state; or violates the laws of a local entity making a purchase, will be deemed void, and of no force or effect.

DocuSign Envelope ID: 47880E4B-96EE-433D-A0F1-AD826B149AAD

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED SOFTWARE, SERVICES AND CLOUD SOLUTIONS Led by the State of Colorado

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11. Maintenance Service Agreements: Purchasing Entities are subject Contractor’s “Maintenance Service Agreements,” provided in Attachment 3 and Attachment 6, or as otherwise negotiated by the Participating State or Entity.

12. Managed Print Services (“MPS”) Level Agreement: Purchasing Entities are subject to the Contractor’s “Sample MPS Statement of Work” provided in Master Agreement Attachment 4 (HP MPS SOW Template) or a similar format approved by both parties. Contractor may not provide MPS maintenance or repair Services on any Devices that are being leased or rented to a Purchasing Entity by another Manufacturer, unless they have a written agreement with the Manufacturer to do so. All MPS engagements shall require the Contractor and Purchasing Entity to complete a detailed statement of work, which must be approved by both parties prior to the initiation of any engagement.

13. Remedies: The Master Agreement and this Participating Addendum states all remedies for warranty claims. To the extent permitted by law, Contractor disclaims all other warranties.

14. Entire Agreement: The Master Agreement and this Participating Addendum represents the parties’ entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist.

16. Notices: All notices required under this Agreement will be in writing and sent to the address of the Primary Contact above with copy of legal notices to HP Inc. Global Legal Affairs, Attn: General Counsel 1501 Page Mill Road, Palo Alto, CA 94304 and will be considered effective upon receipt.

DocuSign Envelope ID: 47880E4B-96EE-433D-A0F1-AD826B149AAD

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED SOFTWARE, SERVICES AND CLOUD SOLUTIONS Led by the State of Colorado

Page 6 of 6

IN WITNESS, WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below.

Participating Entity: State of Utah

Contractor:

Signature:

Signature:

Name: Windy Aphayrath

Name:

Title: Division Director/CPO

Title:

Date:

Date:

[Additional signatures may be added if required by the Participating Entity]

For questions on executing a participating addendum, please contact:

NASPO ValuePoint

Cooperative Portfolio Manager: Joel Atkinson

Telephone: (850) 848-1250

Email: jatkinson@naspovaluepoint.org

[Please email fully executed PDF copy of this document to

PA@naspovaluepoint.org

to support documentation of participation and posting in appropriate data bases.]

Colleen F Lively

HP Inc.

Contracts Specialist

5/24/2024

DocuSign Envelope ID: 47880E4B-96EE-433D-A0F1-AD826B149AAD

5/28/2024

ATTACHMENT A: STATE OF UTAH STANDARD INFORMATION TECHNOLOGY TERMS AND CONDITIONS

STATE OF UTAH COOPERATIVE INFORMATION TECHNOLOGY CONTRACT Changes to 2m,3,10a,b,c,11,12,13,14,18,19,25,27,28,29,30,32,35,36,38,39,42,43,44

This is a State Cooperative Contract for information technology products and services. DTS policies referenced by number in this Attachment are only applicable to the Executive Branch and are available at https://dts.utah.gov/policies. All other policies and codes of conduct are available upon request.

1. DEFINITIONS:

a. “Access to Secure State Facilities, Data, or Technology” means Contractor will (a) enter upon secure premises controlled, held, leased, or occupied by State of Utah or Eligible User; (b) maintain, develop, or have access to any deployed hardware, software, firmware, or any other technology, that is in use by State of Utah or Eligible User; or (c) have access to or receive any State Data or Confidential Information.

b. “Authorized Persons” means the Contractor’s employees, officers, partners, Subcontractors, or agents of Contractor who need Access to Secure State Facilities, Data, or Technology to enable the Contractor to perform its responsibilities under this Contract.

c. “Background IP” means intellectual property (IP) owned or controlled prior to the effective date of this Contract or that IP developed or acquired from activities independent of the services performed under this Contract, including but not limited to (a) methodologies, processes, technologies, algorithms, software, or development tools used in performing the Services, and (b) processes and reusable reports, designs, charts, plans, specifications, documentation, forms, templates, or output which are supplied or otherwise used by or on behalf of Contractor in the course of performing the Services or creating the Custom Deliverables, other than portions that specifically incorporate proprietary or Confidential Information or Custom Deliverables of Eligible User.

d. “Contract” means the Contract Signature Page(s), including all referenced attachments and documents incorporated by reference.

e. “Contract Period” means the term of this Contract, as set forth in the Contract Signature Page(s).

f. “Contract Signature Page(s)” means the cover page that the Division and Contractor sign.

g. “Contractor” means the individual or entity identified on the Contract Signature Page(s). “Contractor” includes Contractor’s agents, officers, employees, partners, contractors, and Subcontractors at any level.

h. “Custom Deliverables” means the product that Contractor is required to design, develop, or customize and deliver to the Eligible User as specifically described under this Contract or an associated statement of work for which all interest and title shall be transferred to and owned by the Eligible User. This includes every invention, design, development, customization, improvement, process, software program, work of authorship, documentation, formula, datum, technique, know how, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection) that is specifically made, conceived, discovered, or reduced to practice by Contractor pursuant to this Contract.

i. “Data Breach” means the unauthorized access or acquisition of State Data that compromises the security, confidentiality, or integrity of State Data.

j. “Division” means the State of Utah Division of Purchasing.

k. “DTS” means the Utah Department of Technology Services.

l. “Eligible User(s)” means the State of Utah’s government departments, institutions, agencies, political subdivisions (i.e., colleges, school districts, counties, cities, etc.), and, as applicable, nonprofit organizations, agencies of the federal government, or any other entity authorized by the laws of the State of Utah to participate in State Cooperative Contracts.

m. “Federal Criminal Background Check” means a fingerprint-based, nationwide background check conducted and processed by the FBI.

n. “Good” means any deliverable not classified as a Custom Deliverable or Service.

o. “Intellectual Property Rights” means all rights to patents, utility models, mask works, copyrights, trademarks, trade secrets, and other protection afforded by law to inventions, models, designs, technical information, and applications.

p. “Non-Public Data” means records or data that are not subject to distribution to the public. Access is restricted because it includes information that is protected by state or federal law. Non-Public Data includes, but is not limited to, a person’s name; government- issued identification numbers (e.g., Social Security, driver’s license, passport); financial account information; or Protected Health Information.

q. “Protected Health Information” (PHI) is as defined in the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and its implementing regulations.

r. “Response” means the Contractor’s bid, proposals, quote, or any other document used by the Contractor to respond to the State Entity’s Solicitation.

s. “Security Incident” means the attempted unauthorized access to State Data that may result in the use, disclosure, or theft of State Data.

t. “Services” means the furnishing of labor, time, or effort by Contractor, and may include installation, configuration, implementation, technical support, warranty maintenance, and other support services.

https://dts.utah.gov/policies

u. “Solicitation” means an invitation for bids, request for proposals, notice of sole source procurement, request for statement of qualifications, request for information, or any document used to obtain bids, proposals, pricing, qualifications, or information for the purpose of entering into this Contract.

v. “State Data” means all Confidential Information and Non-Public Data that is created, controlled, maintained, owned, or in any way originating with the State of Utah or Eligible User regardless of where such data or output is stored or maintained.

w. “State of Utah” means the State of Utah, in its entirety, including its institutions, agencies, departments, divisions, authorities and instrumentalities, boards, commissions, elected or appointed officers, employees, agents, and authorized volunteers.

x. “Subcontractors” includes contractors, manufacturers, distributors, suppliers, or consultants, at any tier, that are under the direct or indirect control or responsibility of Contractor, including a person or entity that is, or will be, providing goods or performing services pursuant to this Contract.

2. ESSENTIAL PROVISIONS:

a. CONTRACT JURISDICTION, CHOICE OF LAW, AND VENUE: This Contract shall be governed solely by the laws of the State of Utah. Any action or proceeding arising from this Contract shall be brought in a court of competent jurisdiction in the State of Utah. Exclusive venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County.

b. LAWS: Contractor and all Goods and Services delivered under this Contract will comply with all applicable federal and state of Utah laws, including applicable licensure and certification requirements.

c. SOVEREIGN IMMUNITY: The Division and the State of Utah do not waive any protection, right, defense or immunity under the Governmental Immunity Act of Utah, Utah Code §§ 63G-7-101 to 904, as amended, the Eleventh Amendment to the Constitution of the United States, or otherwise, from any claim or from the jurisdiction of any court.

d. PUBLIC INFORMATION: This Contract and any purchase orders, invoices, pricing lists, and the Response are public records available for disclosure in accordance with the State of Utah’s Government Records Access and Management Act (GRAMA, Utah Code 63G-2-101 et seq.), except to the extent classified as protected in accordance with UCA 63G-2-309. GRAMA takes precedence over any statements of confidentiality or similar notations. Neither the Division, the Eligible User nor the State of Utah will inform Contractor of any request for a copy of this Contract, including any purchase orders, invoices, pricing lists, or the Response.

e. CREDITING THE DIVISION IN PUBLICITY: Any publicity given to this Contract shall identify the Division as the managing agency and shall not be released without prior written approval from the Division.

f. SALES TAX EXEMPTION: Goods, Custom Deliverables, and Services purchased by some Eligible Users are being paid from that Eligible User’s funds and used in the exercise of that Eligible User’s essential functions as a State of Utah governmental entity. Any such Eligible Users will provide Contractor with a copy of its sales tax exemption number upon request.

g. SEVERABILITY: A declaration or order by any court that any provision of this Contract is illegal and void shall not affect the legality and enforceability of any other provision of this Contract, unless the provisions are mutually dependent.

h. AMENDMENTS: This Contract may only be amended by the mutual written agreement of the parties, provided that the amendment is within the Scope of Work of this Contract, is within the scope/purpose of the Solicitation, and is attached and made part of this Contract. Automatic renewals are prohibited and are deemed void even if listed elsewhere in this Contract.

i. DEBARMENT: Contractor certifies that it is not presently nor has ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any government department or agency, whether international, national, state, or local. Contractor must notify the Division within thirty (30) days if debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any contract by any governmental entity.

j. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW: This Contract may be terminated in whole or in part at the sole discretion of the Division or Eligible User upon thirty days written notice, if the Division or Eligible User determines that (a) a change in Federal or State legislation or applicable laws materially affects the ability of either party to perform under the terms of this Contract; or (b) that a change in available funds affects the Division or Eligible User’s ability to pay under this Contract. A change of available funds includes, but is not limited to, a change in Federal or State funding, whether as a result of a legislative act or an order of the President, the Governor, or Executive Director.

The Division or Eligible User, as applicable, will reimburse Contractor for the Goods or Services properly ordered and delivered until the effective date of said notice. The Division and Eligible User are not liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of the notice.

k. ENTIRE AGREEMENT: This Contract is the entire agreement between the parties, and supersedes any prior and contemporaneous agreements and understandings between the parties, whether oral or written.

l. WAIVER: The waiver by either party of any provision, term, covenant, or condition of this Contract shall not be deemed to be a waiver of any other provision, term, covenant, or condition of this Contract nor any subsequent breach of the same or any other provision, term, covenant, or condition of this Contract. The Eligible User’s approval, acceptance, or payment for any Goods or Services required under this Contract shall not be construed to operate as a waiver by the Eligible User of any right under this Contract or of any cause of action arising out of the performance or nonperformance of this Contract.

m. CHANGES IN SCOPE: To the extent permitted by the Master Agreement, any changes in the scope of work to be performed under this Contract shall be in the form of a written amendment to this Contract, mutually agreed to and signed by both parties, specifying any such changes, fee adjustments, any adjustment in time of performance, or any other significant factors arising from the changes in the scope of work.

n. TRAVEL COSTS: Unless otherwise agreed to in the contract, all travel costs associated with the delivery of Services will be

paid in accordance with the Utah Administrative Code R25-7. Invoices containing travel costs outside of these rates will be returned to the Contractor for correction.

3. RECORDS ADMINISTRATION: Contractor shall maintain or supervise the maintenance of all records necessary to properly account for Contractor’s performance and the payments made by an Eligible User to Contractor. These records shall be retained by Contractor for at least six (6) years after final payment (per Utah Administrative Code R33-12-605 and Utah Code 78B-2-309), or until all audits initiated within the six (6) years have been completed, whichever is later. Contractor shall allow, at no additional cost, State of Utah auditors, federal auditors, Eligible Users or any firm identified by the Division, access to all such records. If the State of Utah or the Division wishes to select a nationally recognized third party auditor to perform such audit, there must be a non-disclosure agreement in place between the third party auditor and Contractor as a condition to the commencement of an audit and Contractor disclosing any confidential or proprietary information to such third party. Additionally, the result of the audit shall be subject to such confidentiality agreement. These files and records shall not include any personnel related information, product costs (costs incurred by Contractor which include manufacturing, research and development, component costs and any other costs incurred by Contractor) labor cost data, or proprietary data relating to Contractor`s products or services. Audits shall be performed at the State or Division’s expense during normal business hours in a manner to minimize disruption to Contractor’s business, and the State or the Division shall promptly provide Contractor with a copy of the results of the audit. Contractor must refund to the Division any overcharges brought to Contractor’s attention by the Division or the Division’s auditor and Contractor is not permitted to offset identified overcharges by alleged undercharges to Eligible Users.

4. CERTIFY REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION SYSTEM”: This Status Verification System, also referred to as “E-verify”, requirement only applies to contracts issued through a Request for Proposal process and to sole sources that are included within a Request for Proposal.

1) Contractor certifies as to its own entity, under penalty of perjury, that Contractor has registered and is participating in the Status Verification System to verify the work eligibility status of Contractor’s new employees that are employed in the State of Utah in accordance with applicable immigration laws including Section 63G-12-302, Utah Code, as amended.

2) Contractor shall require that the following provision be placed in each subcontract at every tier: “The subcontractor shall certify to the main (prime or general) Contractor by affidavit that the subcontractor has verified through the Status Verification System the employment status of each new employee of the respective subcontractor, all in accordance with applicable immigration laws including Section 63G-12-302, Utah Code, as amended, and to comply with all applicable employee status verification laws. Such affidavit must be provided prior to the notice to proceed for the subcontractor to perform the work.”

3) Contractor’s failure to comply with this section will be considered a material breach of this Contract.

4) Contractor shall protect, indemnify, and hold harmless the Division, the Eligible Users, and the State of Utah, and anyone that the State of Utah may be liable for, against any claim, damages, or liability arising out of or resulting from violations of the above Status Verification System Section whether violated by employees, agents, or contractors of the following: (a) Contractor; (b) Subcontractor at any tier; and/or (c) any entity or person for whom the Contractor or Subcontractor may be liable.

5. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of the State of Utah, unless written disclosure has been made to the Division.

6. INDEPENDENT CONTRACTOR: Contractor is an independent contractor, and not an employee or agent of the Division, the Eligible Users, or the State of Utah, and therefore is not entitled to any of the benefits associated with such employment. Contractor has no authorization, express or implied, to bind the Division, the Eligible Users, or the State of Utah to any agreements, settlements, liabilities, or understandings, and shall not perform any acts as an agent for the Division, the Eligible users, or the State of Utah. Contractor is responsible for all applicable federal, state, and local taxes and FICA contributions.

7. CRIMINAL BACKGROUND SCREENING: Depending on the Eligible User’s policy, each employee of Contractor and Subcontractor may be required to successfully complete a Federal Criminal Background Check, prior to being granted Access to Secure State Facilities, State Data, or Technology. Contractor or the applicable employee shall provide Eligible Users with sufficient personal information (at Contractor’s expense) so that a Federal Criminal Background Check may be completed by the Eligible User, at Eligible User’s expense. The Eligible User will provide Contractor with forms which must be filled out by Contractor and returned to the Eligible User. Each employee of Contractor or a Subcontractor who will have Access to Secure State Facilities, State Data, or Technology must be fingerprinted by the Eligible User or local law enforcement a minimum of one week prior to needing access. At the time of fingerprinting, said employee shall disclose all felony or misdemeanor convictions. Eligible Users may conduct a Federal Criminal Background Check based upon the fingerprints and personal information provided and use this same information to complete a Name Check in the Utah Criminal Justice Information System (UCJIS) at least every two years. Eligible Users may revoke Access to Secure State Facilities, Data, and Technology granted in the event of any negative results. Contractor and the employee or subcontractor shall immediately notify Eligible Users if an arrest or conviction for a felony or misdemeanor of any person that has Access to Secure State Facilities, State Data or Technology occurs during the Contract Period. Eligible Users will determine in its discretion if such person’s Access to Secure State Facilities, State Data, or Technology shall remain in effect. Felony and misdemeanor are defined by the laws of the State of Utah, regardless of where the conviction occurred. (DTS Policy 2000-0014 Background Investigations)

8. DRUG-FREE WORKPLACE: Contractor shall abide by the Eligible User’s drug-free workplace policies while on the Eligible User’s or the State of Utah’s premises.

9. CODE OF CONDUCT: If Contractor is working at facilities controlled or owned by the State of Utah, Contractor shall follow and enforce the agency applicable code of conduct. Contractor will ensure that each employee receives a copy of the policies and applicable codes of conduct. (DTS Policy 2000-0001 Code of Conduct, DTS Policy 1000-0003 Acceptable Use of Information Technology Resources)

10. INDEMNITY AND LIABILITY

a. Indemnity Clause: Contractor shall fully indemnify, defend, and save harmless the Division, Eligible Users, and the State of Utah from all third-party claims, losses, suits, actions, damages, and costs of every name and description for property damage, bodily injury and death, arising out of Contractor’s performance of this Contract to the extent caused by any intentional act, omission or negligence of Contractor, its agents, employees, officers, partners, and Subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss, or damage due to the fault of the Division, the Eligible User, or the State of Utah. Any limitations of the Contractor’s liability will not apply to injuries to persons, including death, or to damages to property.

The Division, the Eligible User or the State of Utah agree to promptly notify Contractor of such claims, cooperates with Contractor in the defense of the claims, and grant Contractor defense of such claims. In connection with such claims, Contractor will pay all defense costs, settlement amounts, court awarded damages (including court costs and reasonable attorneys’ fees), and third- party costs incurred by Division, the Eligible User, or the State of Utah, or any combination of the three according to any final judgment or settlement, at the request of Contractor in connection with the defense of the claim. Nothing in this provision may be construed to prohibit the Division, Eligible User, or the State of Utah from joining the defense as co-counsel if Contractor fails to meet its indemnity obligations set forth herein; where thereafter the Division, Eligible User, or the State of Utah, as applicable, may assume control of the defense with Contractor remaining responsible for all costs as provided herein.

b. Governmental Immunity Act: In accordance with the Constitution of the State of Utah and the Governmental Immunity Act of Utah (“the Act”, Utah Code §§63G-7-101 to 904, as amended), the Division and the State of Utah have no liability for the operations, acts, or omissions of the Contractor or any third party. Any indemnity obligations of the Division, Eligible Users, or the State of Utah are subject to the Constitution of the State of Utah and the Act and limited to claims that arise from and to the extent caused by the negligent acts or omissions of the Division or the Eligible Users in the performance of the Division’s or the Eligible User’s obligations under this Contract.

c. Intellectual Property Indemnification: Contractor has the full power and authority to grants the rights described in this Contract. Contractor warrants that any Good, Custom Deliverable, or Service furnished by Contractor under this Contract, including its use by the Eligible Users in unaltered form, will not infringe any copyrights, patents, trade secrets, or other proprietary rights.

Contractor will defend and/or settle any claims against The Division, the Eligible User or the State of Utah that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third- party. Contractor will rely on the Division, the Eligible User or the State of Utah’s prompt notification of the claim and cooperation with our defense. Contractor may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, Contractor will refund the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. Contractor is not responsible for claims resulting from any unauthorized use of the products or services.

11. HARDWARE WARRANTY: HARDWARE WARRANTIES WILL BE GOVERNED BY SECTION X WARRANTY OF THE MASTER AGREEMENT. .

12. SOFTWARE WARRANTY: THE STATE OF UTAH DOES NOT ACCEPT ANY PROCUREMENT ITEM “AS-IS”. CONTRACTOR WARRANTS FOR A PERIOD OF NINETY DAYS FROM THE DATE OF ACCEPTANCE THAT THE SOFTWARE PORTIONS OF THE GOODS THAT CONTRACTOR LICENSES, CONTRACTS, OR SELLS TO THE ELIGIBLE USERS UNDER CONTRACT THAT CONTRACTOR PROVIDES WILL: (A) PERFORM IN ACCORDANCE WITH THE SPECIFIC CLAIMS PROVIDED IN THE MASTER AGREEMENT AND ANY SUPPORTING MATERIAL ; (B) HAVE BEEN PROPERLY DESIGNED AND MANUFACTURED; AND (C) BE FREE OF SIGNIFICANT DEFECTS. CONTRACTOR SHALL PROVIDE THE ELIGIBLE USER WITH BUG FIXES, INCLUDING INFORMING THE ELIGIBLE USERS OF ANY KNOWN SOFTWARE BUGS OR SOFTWARE DEFECTS THAT MAY AFFECT THE STATE’S USE OF THE SOFTWARE.

13. WARRANTY REMEDIES: Upon breach of warranty, Contractor will repair or replace (at no charge to the Eligible User) the nonconforming Goods. If the repaired and/or replaced products are inadequate, Contractor will refund the full amount of any payments that have been made for the failed products and may exercise any other remedies provided by law or equity in the Master Agreement.

14. UPDATES AND UPGRADES: Contractor grants to the Eligible User a non-exclusive, non-transferable license to use upgrades and updates offered by Contractor during the Contract Period. Upgrades and updates are subject to the terms of this Contract. The Eligible User reserves the right to accept updates and upgrades at its discretion and to determine if such updates comply with the requirements in the Contract scope of work.

15. BUG FIXING AND REMOTE DIAGNOSTICS: Contractor shall use commercially reasonable efforts to provide work-around solutions or patches to reported software problems. With the Eligible User’s prior written authorization, Contractor may perform remote diagnostics to work on reported problems. If the Eligible User declines remote diagnostics, Contractor and the Eligible User may agree to on-site technical support, subject to the terms of the Contract.

16. TECHNICAL SUPPORT AND MAINTENANCE: If technical support and maintenance is required by the Contract, Contractor will use commercially reasonable efforts to respond to the Eligible User in a reasonable time, and in all events, in accordance with the specific timeframes detailed in the Contract, when the Eligible User makes technical support or maintenance requests.

17. PHYSICAL DELIVERY: All non-electronic deliveries will be F.O.B. destination with all transportation and handling charges paid by Contractor. Contractor is responsible for including any freight charges due by the Eligible User to Contractor when providing quotes to the Eligible User. Invoices listing freight charges that were not identified in the quote will be returned to the Contractor to remove

such costs. Responsibility and liability for loss or damage will remain with Contractor until final inspection and acceptance, when responsibility will pass to the Eligible User except as to latent defects, fraud, and Contractor's warranty obligations.

18. ELECTRONIC DELIVERY: Contractor may electronically deliver any Good to the Eligible User or provide any Good for download from the Internet. Pre-approval is assumed unless explicitly stated, in writing by the Eligible User. Contractor shall ensure the confidentiality of electronic deliveries in transit. Contractor warrants that all electronic deliveries will be free of known malware, bugs, Trojan horses, etc.

19. ACCEPTANCE PERIOD: Acceptance will be governed by section IX of the Master Agreement.

20. SECURE PROTECTION AND HANDLING OF STATE DATA: If Contractor is given access to State Data, the protection of State Data shall be an integral part of the business activities of Contractor, and Contractor shall ensure that there is no inappropriate or unauthorized use of State Data. Contractor shall safeguard the confidentiality, integrity, and availability of the State Data and comply with the conditions outlined below. The Eligible User reserves the right to verify Contractor’s adherence to the following conditions to ensure they are met: a. Network Security: Contractor shall maintain network security that, at a minimum, includes: network firewall provisioning,

intrusion detection, and regular third-party penetration testing. Contractor shall maintain network security and ensure that Contractor network security policies conform to one of the following: 1) Those standards the State of Utah applies to its own network, found outlined in DTS Policy 5000-0002 Enterprise

Information Security Policy; 2) Current standards set forth and maintained by the National Institute of Standards and Technology, includes those at:

http://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-53r4.pdf; or 3) Any generally recognized comparable standard that Contractor then applies to its own network and pre-approved by the

Eligible User in writing.

b. State Data Security: Contractor shall protect and maintain the security of State Data with protection that is at least as good as or better than that maintained by the State of Utah which will be provided by an Eligible User upon Contractor’s request (DTS Policy 5000-0002). These security measures included but are not limited to maintaining secure environments that are patched and up to date with all appropriate security updates as designated (ex. Microsoft Notification). The Eligible User reserves the right to determine if Contractor’s level of protection meets the Eligible User’s security requirements.

c. State Data Transmission: Contractor shall ensure all transmission or exchange of system application data with the Eligible User and State of Utah and/or any other parties expressly designated by the State of Utah, shall take place via secure means (ex. HTTPS or FTPS).

d. State Data Storage: All State Data will be stored and maintained in data centers in the United States. No State Data will be processed on or transferred to any portable or laptop computing device or portable storage medium, except for devices that are used and kept only at Contractor’s United States data centers, unless such medium is part of the Contractor's designated backup and recovery process.

e. Access: Contractor shall permit its employees and Subcontractors to remotely access non-State Data only as required to provide technical support.

f. State Data Encryption: Contractor shall store all data provided to Contractor, including State, as well as any backups made of that data, in encrypted form using no less than 128 bit key and include all data as part of a designated backup and recovery process.

g. Password Protection: Any portable or laptop computer that has access to the Eligible User’s or State of Utah networks, or stores any Eligible User data shall be equipped with strong and secure password protection.

h. Confidential Information Certification: Contractor shall sign a Confidential Information Certification form prior to being given access to confidential computerized records.

i. State Data Re-Use: All data exchanged shall be used expressly and solely for the purpose enumerated in this Contract. No State Data of any kind may be transmitted, exchanged, or provided to other contractors or third parties except on a case-by- case basis as specifically agreed to in writing by the Eligible User.

j. State Data Destruction: Upon expiration or termination of this Contract, Contractor shall erase, destroy, and render unreadable all State Data from all non-state computer systems and backups, and certify in writing that these actions have been completed within thirty (30) days of the expiration or termination of this Contract or within seven (7) days of the request of the Eligible User, whichever shall come first, unless the Eligible User provides Contractor with a written directive. The Eligible User’s written directive may require that certain data be preserved in accordance with applicable law.

k. Services Shall Be Performed Within United States: ALL OF THE SERVICES RELATED TO STATE DATA SHALL BE PERFORMED WITHIN THE BORDERS AND JURISDICTION OF THE UNITED STATES.

l. User Support: Contractor may provide technical user support on a 24/7 basis using a Follow the Sun model, unless otherwise prohibited by this contract.

21. SECURITY INCIDENT OR DATA BREACH NOTIFICATION: Contractor shall immediately inform the Eligible User of any Security Incident or Data Breach. It is within the Eligible User’s discretion to determine whether any attempted unauthorized access is a Security Incident or a Data Breach.

a. Incident Response: Contractor may need to communicate with outside parties regarding a Security Incident, which may include contacting law enforcement and seeking external expertise as mutually agreed upon, defined by law or contained in this Contract.

Discussing Security Incidents with the Eligible User should be handled on an urgent as-needed basis, as part of Contractor’s communication and mitigation processes, defined by law or contained in this Contract.

b. Security Incident Reporting Requirements: Contractor shall promptly report a Security Incident to the Eligible User.

c. Breach Reporting Requirements: As required by Utah Code 13-44-202 or any other law, Contractor shall immediately notify the Eligible User of a Data Breach that affects the security of State Data.

22. DATA BREACH RESPONSIBILITIES: Contractor shall comply with all applicable laws that require the notification of individuals in the event of a Data Breach or other events requiring notification(DTS Policy 5000-0002 Enterprise Information Security Policy). In the event of a Data Breach or other event requiring notification under applicable law (Utah Code § 13-44-101 thru 301 et al), Contractor shall: (a) cooperate with the Eligible User by sharing information relevant to the Data Breach; (b) promptly implement necessary remedial measures, if necessary; and (c) document responsive actions taken related to the Data Breach, including any post-incident review of events and actions taken to make changes in business practices in relation to the Data Breach. If the Data Breach requires public notification, all communication shall be coordinated with the Eligible User. Contractor is responsible for all notification and remedial costs and damages.

23. STATE INFORMATION TECHNOLOGY POLICIES: If Contractor is providing an Executive Branch Agency of the State of Utah with Goods, Contractor shall comply with policies and procedures that meet or exceed those DTS follows for internally developed goods and deliverables to minimize security risk, ensure applicable Utah and Federal laws are followed, address issues with accessibility and mobile device access, and prevent outages and data breaches within the State of Utah’s environment. Contractor shall comply with the following DTS Policies:

a. DTS Policy 4000-0001, Enterprise Application and Database Deployment Policy: A Contractor developing software for the State to develop and establish proper controls that will ensure a clear separation of duties between developing and deploying applications and databases to minimize security risk; to meet due diligence requirements pursuant to applicable Utah and federal regulations; to enforce contractual obligations; and to protect the State's electronic information and information technology assets.

b. DTS policy 4000-0002, Enterprise Password Standards Policy: A Contractor developing software for the State must ensure it complies with the password requirements of the Enterprise Password Standards Policy.

c. DTS Policy 4000-0003, Software Development Life Cycle Policy: A Contractor developing software for the State shall work with DTS in implementing a Software Development Lifecycle (SDLC) that addresses key issues of security, accessibility, mobile device access, and standards compliance.

d. DTS Policy 4000-0004, Change Management Policy: Goods furnished or Services performed by Contractor which have the potential to cause any form of outage or to modify DTS’s or the State of Utah’s infrastructure must be reviewed by the DTS Change Management Committee. Any outages or Data Breaches which are a result of Contractor’s failure to comply with DTS instructions and policies will result in Contractor’s liability for all damages resulting from or associated with the outage or Data Breach.

24. CONFIDENTIALITY: This section does not apply to records where disclosure is regulated under Federal or State laws.

GRAMA applies only to records, therefore if information (other than Non-Public Data, Public Health Information, or State Data) is disclosed orally by either party which either party wishes to remain confidential, then each party shall adhere to the following:

Each party will: (a) limit disclosure of any such information to Authorized Persons who have a need to know such information in connection with the current or contemplated business relationship between the parties to which this Contract relates, and only for that purpose; (b) advise its Authorized Persons of the proprietary nature of the information and of the obligations set forth in this Contract and require such Authorized Persons to keep the information confidential; (c) shall keep all information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any such information received by it to any third parties, except as otherwise agreed to in writing by the disclosing party. Each party will notify the other of any misuse or misappropriation of such information that comes to said party’s attention.

This duty of confidentiality shall be ongoing and survive the Contract Period.

25. LIMITATION OF LIABILITY: Contractor’s liability to State of Utah or any Eligible User under this Contract is limited to the greater of $1,000,000 or the amount payable by the State of Utah or the Eligible User under the Statement of Work to Contractor for the twelve (12) months preceding the breach. Neither the State of Utah, an Eligible User or Contractor will be liable for lost revenues or profits, downtime costs, loss or damage to date or indirect, special or consequential costs or damages. This provision does not limit either party’s liability for: unauthorized use of intellectual property, death or bodily injury caused by their negligence, acts of fraud; willful repudication of the Contract; or any liability which may not be excluded or limited by applicable law.

26. OWNERSHIP IN INTELLECTUAL PROPERTY: The Parties recognize that each has no right, title, or interest, proprietary or otherwise, in or to the name, logo, or intellectual property owned or licensed by the other. The Parties shall not, without the prior written consent of the other or as authorized in this Contract, use the name, logo, or intellectual property owned or licensed by the other.

27. RESERVED.

.

28. RESERVED.

29. RESERVED. .

30. OWNERSHIP, PROTECTION, AND USE OF INFORMATION: No transfer of ownership of any intellectual property will occur under

this Agreement. If deliverables are created by HP specifically for the Eligible User and identified as such in Supporting Material,

Contractor grants Eligible User a worldwide, non-exclusive, fully paid, royalty-free license to reproduce and use copies of the deliverables internally..

31. OWNERSHIP, PROTECTION, AND USE OF CONFIDENTIAL FEDERAL, UTAH, OR LOCAL GOVERNMENT INTERNAL BUSINESS PROCESSES AND PROCEDURES: In the event that the Eligible User provides Contractor with confidential federal or state business processes, policies, procedures, or practices, pursuant to this Contract, Contractor shall hold such information in confidence, in accordance with applicable laws and industry standards of confidentiality, and not to copy, reproduce, sell, assign, license, market, transfer, or otherwise dispose of, give, or disclose such information to third parties or use such information for any purpose whatsoever other than the performance of this Contract. The improper use or disclosure by any party of protected internal federal or state business processes, policies, procedures, or practices is prohibited. Confidential federal or state business processes, policies, procedures, or practices shall not be divulged by Contractor or its Subcontractors, except for the performance of this Contract, unless prior written consent has been obtained in advance from the Eligible User.

32. OWNERSHIP, PROTECTION, AND RETURN OF DOCUMENTS AND DATA UPON CONTRACT TERMINATION OR COMPLETION: If requested, and to the extent applicable, All documents and data pertaining to work required by this Contract will be the property of the Eligible User, and must be delivered to the Eligible User within thirty (30) working days after termination or expiration of this Contract, and without restriction or limitation to their future use. The costs for returning documents and data to the Eligible User are included in this Contract.

33. ORDERING AND INVOICING: For State of Utah Executive Branch Agencies, a purchase order must be sent to the Contractor by DTS prior to any work being initiated, product shipped, or invoices cut under this contract. All orders will be shipped promptly in accordance with the delivery schedule. Contractor will promptly submit invoices (within 30 days after shipment or delivery of goods or services, with the exclusion of end of fiscal year invoicing for Executive Branch Agencies) to the appropriate Eligible User. The contract number shall be listed on all invoices, freight tickets, and correspondence relating to an order under this Contract. The prices paid by the Eligible User shall not exceed prices listed in this Contract. The Eligible User shall adjust or return any invoice reflecting incorrect pricing. For Executive Branch Agencies, Contractor must send all invoices no later than July 10, or the last working day prior, to the State for all work completed or items received during the State’s fiscal year of July 1-June 30.

34. PAYMENT AND NOTICE:

a. Payments will be made within thirty (30) days from the date a correct invoice is received. For Executive Branch Agencies, a correct invoice will contain the contract and purchase order numbers as indicated in Section 33. After sixty (60) days from the date a correct invoice is received by the appropriate State official, the Contractor may assess interest on overdue, undisputed account charges up to the interest rate paid by the IRS on refund claims, plus two percent, computed in accordance with Section 15-6-3, Utah Prompt Payment Act of Utah Code, as amended.

b. The contract costs may be changed only by written amendment. All payments to Contractor will be remitted by mail, by electronic funds transfer, or by the Eligible User’s purchasing card (major credit card). The Division will not pay electronic payment fees of any kind.

c. Any written protest of the final contract payment must filed with the Eligible User within ten (10) working days of receipt of final payment. If no protest is received, the Eligible User, the Division, and the State of Utah are released from all claims and all liability to Contractor for fees and costs pursuant to this Contract.

d. Overpayment: If during or subsequent to the Contract an audit determines that payments were incorrectly reported or paid by the Eligible User to Contractor, then Contractor shall, upon written request, immediately refund to the Eligible User any such overpayments.

35. CONTRACTOR’S INSURANCE RESPONSIBILITY: The Contractor shall maintain the following insurance coverage:

a. Workers’ compensation insurance during the term of this Contract for all its employees. Workers’ compensation insurance shall cover full liability under the workers’ compensation laws of the jurisdiction in which the work is performed at the statutory limits required by said jurisdiction.

b. Commercial general liability [CGL] insurance from an insurance company authorized to do business in the State of Utah. The limits of the CGL insurance policy will be no less than one million dollars ($1,000,000.00) perpolicy per occurrence..

c. Commercial automobile liability [CAL] insurance from an insurance company authorized to do business in the State of Utah. The CAL insurance policy must cover bodily injury and property damage liability and be applicable to all vehicles used in your performance of Services under this Agreement whether owned, non-owned, leased, or hired. The minimum liability limit must be $1 million per accident , combined single limit. The CAL insurance policy is required if Contractor will use a vehicle in the performance of this Contract.

d. Other insurance policies specified in the Solicitation.

Certificate of Insurance, showing up-to-date coverage, shall be on file with the State before the Contract may commence. Failure to provide proof of insurance as required will be deemed a material breach of this Contract.

Contractor’s failure to maintain this insurance requirement for the Contract Period will be grounds for immediate termination.

36. ADDITIONAL INSURANCE REQUIREMENTS:

a. Professional liability insurance in the amount as described in the Solicitation for this Contract, if applicable.

b. .

c. .

d. The carrying of insurance required by this Contract shall not be interpreted as relieving the Contractor of any other responsibility or liability under this Contract or any applicable law, statute, rule, regulation, or order. Contractor must provide proof of the above listed policies via a Certificate of Insurance within thirty (30) days of being awarded this Contract.

37. ASSIGNMENT/SUBCONTRACT: Contractor will not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Contract, in whole or in part, without the prior written approval of the Division.

38. TERMINATION: Termination shall be governed by section 14.8 Defaults and Remedies of the Master Agreement.

39. RESERVED. .

40. SUSPENSION OF WORK: The Division may suspend Contractor’s responsibilities under this Contract without terminating this Contract by issuing a written notice. Contractor’s responsibilities may then be reinstated upon written notice from the Division.

41. DEFAULT AND REMEDIES: Any of the following events will constitute cause for the Division to declare Contractor in default of this Contract for nonperformance of contractual requirements or a material breach of any term or condition of this Contract. The Division will issue a written notice of default and may provide a fourteen (14) day period in which Contractor will have an opportunity to cure. Time allowed for cure will not diminish or eliminate Contractor's liability for damages. If the default remains, after Contractor has been provided the opportunity to cure, the Division may exercise any remedy provided by law; terminate this Contract and any related contracts or portions thereof; (c) impose liquidated damages, if liquidated damages are listed in the contract; (d) suspend or debar Contractor from receiving future solicitations; or (e) demand a full refund of the Goods, Custom Deliverables, or Services furnished by Contractor that are defective or Services that were inadequately performed.

42. FORCE MAJEURE: Neither party to this Contract will be held responsible for delay or default caused by fire, riot, acts of God, or war which is beyond that party's reasonable control, pandemics or epidemics that would negatively impact supply change distribution, except for payment obligations (unless payment obligations cannot be made due to a widespread interruption of the Internet or electronic banking systems preventing Customer from making payment to HP, but which any suspended payments shall promptly

be made upon the restoration of the Internet/electronic banking systems).. The Division may immediately terminate this Contract

after determining such delay will reasonably prevent successful performance of this Contract.

43. CONFLICT OF TERMS: Contractor terms and conditions must be attached to this Contract. No other terms and conditions will apply to this Contract, including terms listed or referenced on a Contractor’s website, quotation/sales order, purchase orders, or invoice. In the event of any conflict in the contract terms and conditions, the order of precedence shall be as set forth in section III Order of Precedence.

44. SURVIVORSHIP: The contractual provisions that will remain in effect after expiration or termination of this Contract are: (a) Contract Jurisdiction, Choice of Law, and Venue; (b) Secure Protection and Handling of State Data; (c) Data Breach Responsibilities; (d) Ownership, Protection, and Return of Documents and Data Upon Contract Termination or Completion; (h) Confidentiality; (i) Conflict of Terms; and (j) any other terms that by their nature would survive the expiration, completion, or termination of this contract.

45. RELEVANT STATE AND FEDERAL LAWS

a. Conflict of Interest with State Employees: Contractor shall comply and cooperate in good faith with all conflict of interest and ethic laws, including Section 63G-6a-2404, Utah Procurement Code, as amended.

b. Procurement Ethics: Contractor understands that a person who is interested in any way in the sale of any supplies, services, products, construction, or insurance to the State of Utah is violating the law if the person gives or offers to give any compensation, gratuity, contribution, loan, or reward, or any promise thereof to any person acting as a procurement officer on behalf of the State of Utah, or who in any official capacity participates in the procurement of such supplies, services, products, construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or organization (63G-6a-2304.5, Utah Procurement Code, as amended).

c. Contact Information: Per Utah Code §§63G-6a-110 and 35A-2-203, the State shall make Contractor’s contact information available to the State of Utah Department of Workforce Services. The State of Utah Department of Workforce Services may post information regarding Contractor’s job vacancies on its website.

d. Employment Practices: Contractor shall abide by the following employment laws: (i)Title VI and VII of the Civil Rights Act of 1964 (42 U.S.C. 2000e) which prohibits discrimination against any employee or applicant for employment or any applicant or recipient of services, on the basis of race, religion, color, or national origin; (ii) Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex; (iii) 45 CFR 90 which prohibits discrimination on the basis of age; (iv) Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990 which prohibits discrimination on the basis of disabilities; and (v) Utah's Executive Order 2019-1, dated February 5, 2019, which prohibits unlawful harassment in the work place. Contractor shall abide by any other laws, regulations, or orders that prohibit the discrimination of any kind of any of Contractor’s employees.

e. Compliance with Accessibility Standards: Contractor shall comply with the Accessibility Standards of Section 508 Amendment to the Rehabilitation Act of 1973. Contractor shall comply with Utah Administrative Code R895-14-3(3), which states that contractors developing new websites or applications for State agencies are required to meet accessibility guidelines subject to rule R895 and correct any items that do not meet these guidelines at no cost to the agency. Contractor shall comply with Utah Administrative Code R895-14-4(2), which states that contractors proposing IT products and services shall provide Voluntary Product Accessibility Template® (VPAT™) documents.

46. RIGHT TO MONITOR PERFORMANCE AND AUDIT

a. Audit: Contractor shall, upon written notification permit the Division, or a third party designated by the Division, to perform an assessment, audit, examination, or review of all of Contractor’s sites and environments - including physical, technical, and virtual sites and environments - in order to confirm Contractor’s compliance with this Contract; associated scopes of work; and applicable laws, regulations, and industry standards. Contractor shall fully cooperate with such assessment. by providing access to knowledgeable personnel; physical premises; records; technical and physical infrastructures; and any other person, place, or object which may assist the Division or its designee in completing such assessment. Upon request, Contractor shall provide the results of any audit performed by or on behalf of Contractor that would assist the Division or its designee in confirming Contractor’s compliance with this Contract; associated scopes of work; and applicable laws, regulations, and industry standards.

b. Monitor Performance: The Division and Eligible Users reserve the right to monitor Contractor’s performance, perform plan checks, plan reviews, other reviews, and/or comment upon the Services of Contractor. This includes Contractor’s Subcontractors, if any. Results of any evaluation may be made available to the Contractor upon Contractor’s request.

47. TIME IS OF THE ESSENCE: The Services shall be completed and Goods and Custom Deliverables delivered by any applicable deadline stated in this Contract. Time is of the essence. STANDARD OF CARE: For Services of Contractor which require licenses and certifications, such Services shall be performed in accordance with the standard of care exercised by licensed members of their respective professions having substantial experience providing similar services which similarities include the type, magnitude, and complexity of the Services that are the subject of this Contract.

48. LARGE VOLUME DISCOUNT PRICING: Eligible Users may seek to obtain additional volume discount pricing for large orders provided Contractor is willing to offer additional discounts for large volume orders. No amendment to this Contract is necessary for Contractor to offer discount pricing to an Eligible User for large volume purchases.

49. ELIGIBLE USER PARTICIPATION: Participation under this Contract by Eligible Users is voluntarily determined by each Eligible User. Contractor agrees to supply each Eligible User with Goods based upon the same terms, conditions and prices of this Contract.

50. INDIVIDUAL CUSTOMERS: Each Eligible User that purchases Goods from this Contract will be treated as if they were individual customers. Each Eligible User will be responsible to follow the terms and conditions of this Contract. Contractor agrees that each Eligible User will be responsible for their own charges, fees, and liabilities. Contractor shall apply the charges to each Eligible User individually. The Division is not responsible for any unpaid invoice.

51. QUANTITY ESTIMATES: The Division does not guarantee any purchase amount under this Contract. Estimated quantities are for Solicitation purposes only and are not to be construed as a guarantee.

52. ORDERING: Orders will be placed by the using Eligible User directly with Contractor. All orders will be shipped promptly in accordance with the terms of this Contract.

53. REPORTS AND FEES:

a. Administrative Fee: Contractor agrees to provide a quarterly administrative fee of 1.0% (one percent) to the State in the form of a check, EFT or online payment through the Division’s Automated Vendor Usage Management System. Checks will be payable to the “State of Utah Division of Purchasing” and will be sent to State of Utah, Division of Purchasing, Attn: Cooperative Contracts, PO Box 141061, Salt Lake City, UT 84114-1061. The Administrative Fee will be the amount listed in the Solicitation and will apply to all purchases (net of any returns, credits, or adjustments) made under this Contract.

b. Quarterly Reports: Contractor agrees to provide a quarterly utilization report, reflecting net sales to the State during the associated fee period. The report will show the dollar volume of purchases by each Eligible User. The quarterly report will be provided in secure electronic format through the Division’s Automated Vendor Usage Management System found at: https://statecontracts.utah.gov/Vendor.

c. Report Schedule: Quarterly utilization reports shall be made in accordance with the following schedule: Period End Reports Due March 31 April 30 June 30 July 31 September 30 October 31 December 31 January 31

d. Fee Payment: After the Division receives the quarterly utilization report it will send Contractor an invoice for the total quarterly administrative fee owed to the Division. Contractor shall pay the quarterly administrative fee within thirty (30) days from receipt of invoice.

54. Timely Reports and Fees: If the quarterly administrative fee is not paid by thirty (30) days of receipt of invoice or quarterly utilization reports are not received by the report due date, then Contractor will be in material breach of this Contract.

55. ANTI-BOYCOTT ACTIONS: In accordance with Utah Code 63G-27 et seq., Contractor certifies that it is not currently engaged in any “economic boycott” nor a “boycott of the State of Israel” as those terms are defined in Section 102. Contractor further certifies that it has read and understands 63G-27 et. seq., that it will not engage in any such boycott action during the term of this Contract, and that if it does, it shall promptly notify the State in writing.

(Revision Date: 7/20/2023)

https://statecontracts.utah.gov/Vendor