For State Agencies. Contract Elements Scope of Work Routing & Contract Mgmt Negotiations Contract Information & Forms.

For State Agencies

Contract Elements Scope of Work Routing & Contract Mgmt Negotiations Contract Information & Forms

Contract Front Page Terms & Conditions Scope of Work Vendor Terms

Contract #

STATE OF UTAH CONTRACT

1. CONTRACTING PARTIES: This contract is between the following agency of the State of Utah: Department Name: Administrative Services Agency Code: 100 Division Name: Purchasing & General Services, referred to as (STATE), and the following CONTRACTOR:

ABC Company Name

1200 South Main Address

Salt Lake City UT 84111 City State Zip

LEGAL STATUS OF CONTRACTOR

Sole Proprietor Non-Profit Corporation For-Profit Corporation Partnership Government Agency

Contact Person John Doe Phone #(801) 900-8000 Email jdoe@abccompany Federal Tax ID# Vendor #99999A Commodity Code #20000 2. GENERAL PURPOSE OF CONTRACT: The general purpose of this contract is to provide:

Shirts for employees delivering mail 3. PROCUREMENT: This contract is entered into as a result of the procurement process on RX# 100 98000000001, FY2009, Bid#BV9000 or a pre-approved sole source authorization (from the Division of Purchasing) # SS . 4. CONTRACT PERIOD: Effective Date: 05/01/2009 Termination Date: 4/30/2012 unless terminated early or extended in accordance

with the terms and conditions of this contract. Renewal options (if any): Two 1-year Renewals. All payments under this contract will be completed within 90 days after the Termination Date.

5. CONTRACT COSTS: CONTRACTOR will be paid a maximum of $100,000 for costs authorized by this contract. Additional

information regarding costs: See price list in Attachment B. 6. ATTACHMENT A: Division of Purchasing's Standard Terms and Conditions ATTACHMENT B: Scope of Work ATTACHMENT C: N/A ATTACHMENT D: N/A Any conflicts between Attachment A and other Attachments will be resolved in favor of Attachment A. 7. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED: a. All other governmental laws, regulations, or actions applicable to the goods and/or services authorized by this contract. b. Utah State Procurement Code, Procurement Rules, and CONTRACTOR'S response to Bid #BV9000 dated 04/01/09. IN WITNESS WHEREOF, the parties sign and cause this contract to be executed. CONTRACTOR STATE

Contractor's signature Date Agency's signature Date

Type or Print Name and Title Director, Division of Purchasing Date

Director, Division of Finance

Mary Smith (801) 500-5000 (801) 500-5100 [email protected] Agency Contact Person Telephone Number Fax Number Email

(Revision12/12/06)

There are two different sets of State Terms and Conditions

1. State of Utah Standard Terms and Conditions◦ http://purchasing.utah.gov/contract/documents/termsandconditionsagen

cycontract.pdf

2.State of Utah Terms and Conditions for Professional Services

◦ http://purchasing.utah.gov/contract/documents/termsconditionsps.pdf

Examples - when to use the Professional Services Terms and Conditions:

Consulting Services Legal Services Accounting Services Insurance Claims Adjusters Insurance Purchases

Examples - when Professional Services Terms and Conditions would NOT be used:

Purchasing Products, Equipment, etc. Any time there should be a warranty clause for products

created or delivered Maintenance Services, since parts are often used and

should have a warranty clause

List services/products to be purchased Identify the State’s responsibilities List detail of costs

◦ Price Lists, Hourly Rates, Cost by Task Identify when payments will be made

SCOPE OF WORK The purpose of Attachment B: Scope of Work is to define clearly, concisely, and completely all the obligations of the parties with respect to the effort to be performed. The scope of work needs to be sufficiently detailed, wherein a person who is unfamiliar with the situation will be able to clearly see everything that is (or is not) included in the contract. The scope of work needs to include an accurate and detailed description of the essential and technical requirements that the contractor must meet. Vague references such as "prepared to our satisfaction" or “in a timely manner” need to be avoided. It needs to be written with language which is free from ambiguity and redundancy. The scope of work is: (1) what the contractor agrees to do, (2) what the contractee agrees to do, (3) it is instructions to the contractor, and (4) it is the specifications of the contract. In other words, the scope of work should contain all the details of the contract. The scope of work must have a breakdown of costs. The scope of work should divide the contractor services into billable tasks or billable units, such as a price list of equipment or supplies or a list of hourly rates for services. The billable tasks might have specific dollar amounts associated with each task, which will be paid upon completion of each task. The following are example ideas only. A scope of work might include details about things like:

• Who will do the services? • What services are to be provided? • What is and isn't included in the services? • When will the services be provided? • Why are the services be provided? • How will the services be provided (methodology)? • Where will the services be provided? • How often will the services be provided? • Who will receive the services? • Who will schedule the services? • What are the payment terms and details? • What insurance requirements are included? • What are the liability issues? • How many things the contractor is to do (quantity)? • Who are the key contact people? • How will problems be address and/or resolved? • What procedures are to be followed? • Safety and liability issues? • What are the limitations of the services being provided? • etc. etc.

CONTRACT CHECKLIST: All contracts (“price agreements”) which require DAS/ Purchasing approval, must include at a minimum the following items: ________ Standard State Purchasing Contract Form, or similar format ________ Name of State Agency ________ Name of Contractor Legal Status of Contractor ________ Federal Tax ID# ________ Vendor # ________ Commodity Code # ________ General Purpose of Contract ________ Procurement (Bid # , or Pre-approved Sole Source Documentation) ________ Effective (starting) Date ________ Termination Date ________ Renewal Options (only if included in the bid solicitation) ________ Contract Costs (total amount to be paid to contractor) Attachment A: Standard Terms and Conditions (required for all contracts) Attachment B: Scope of Work with the details of the contract. Include

breakdown on costs (hourly rates, price lists, costs per task) to be paid (required for all contracts)

Other Attachments (if needed) ________ Signature Block for Contractor ________ Signature Block for Agency Signature Block for Purchasing ________ Signature Block for Finance ________ Three copies of contract (1. Agency's copy, 2. Contractor's copy, 3. Purchasing’s copy) Items marked with an x indicates items missing from your contract. Please add these items to your contract and return the corrected contract to: Shirley Williams, Contract Analyst, Division of Purchasing.

Below is a list of common mistakes that are made on Agency Contracts. Please check that your contracts are prepared correctly before they are signed by the parties, and sent to State Purchasing.

1. Signatures Missing: Vendor or agency signatures are missing, or are only on some of the copies

  2. Finet Codes: Vendor numbers or commodity codes need to be listed on the contract   3. Contract Totals: The contract needs to list the Total for the Contract Period, not just the

annual amount. On Amendments, the ending Contract Total from the original or the last Amendment should be carried forward as the beginning Contract Total (listed as the “current contract amount” on the current Amendment).

  4. Math Errors: The Amendment Amount needs to be added correctly to the current Contract

Total. Double check the math on contracts.

5. Scope of Work: Contracts should have a Scope of Work included in the contract. The Scope of Work needs to describe the main work that will be done under the contract. If the contract is just to purchase supplies, a price list would be acceptable.

  6. Cost Detail: Contracts need to have reasonable cost detail. Cost detail should include

information such as price lists, costs by tasks, hourly rates, etc. There should be enough detail that Accounts Payable Personnel can tell that the amounts charged look reasonable. The cost detail can be included in the Scope of Work or it can be a separate attachment.

  7. Attachments not Listed: All attachments to the contract or amendment need to be listed on

the Contract.

8. Effective Date: Generally, the Effective Date of the contract should be a date in the future, and should be a date close to the time the contract has been signed by all parties, including State Purchasing’s signature. For Amendments, check that the Effective Date of the Amendment is listed. Contracts should be renewed timely, or the renewal options may be denied by Purchasing.

9. Handwritten/Visible Changes: Handwritten and visible changes should be initialed by both parties, except for minor changes, such as accounting code corrections or contract number corrections. Sometimes a Contractor makes a handwritten change to the contract when they are signing the contract, and the agency is unaware that the change was made.

10. White-Out: White-out should not normally be used on contracts. One cannot tell who’s white-out changes are the last changes, and who actually made the changes. Changes to contracts should be visible changes.

11. Sole Source: If applicable, the approved Sole Source Request Form needs to be included with the contract when the contract is sent to State Purchasing. The Sole Source Form does not need to be an attachment to the contract, but it should be included as backup information with the contract. The contract period and renewal options should match what was approved on the Sole Source. The Contract Total should not go over the Total approved in the Sole Source for the full contract and renewals, unless a new Sole Source Request is processed for any additional amounts.

12. Standard Terms and Conditions: The State Standard Terms and Conditions (State T&Cs) should be attached to the contract. For most contracts, there should NOT be changes to the State T&Cs. If the State T&Cs have been revised, please make sure that any changes are in line with State Purchasing’s guidelines and, if there are material changes, that the changes are approved in writing by Alan Bachman, Assistant Attorney General for State Purchasing.

13. Vendor Terms and Conditions: Vendor Terms and Conditions (Vendor T&Cs) should be reviewed closely. Generally, Alan Bachman, Assistant Attorney General for State Purchasing, should approve the Vendor T&Cs in writing. Attach the Assistant Attorney General’s approval as backup information to the contract, when sending the contract to State Purchasing. Watch for any Vendor T&Cs that are incorporated into the contract by reference (such as in a Sales Order or listed in a vendor term).

STATE OF UTAH CONTRACT AMENDMENT

AMENDMENT # 1 To CONTRACT # 096000 TO BE ATTACHED TO AND MADE A PART OF the above numbered contract by and between the State of Utah, DAS/Division of Purchasing & General Services , referred to as STATE and, ABC Company , referred to as CONTRACTOR. THE PARTIES AGREE TO AMEND THE CONTRACT AS FOLLOWS: 1. Contract period:

05/01/2009 (original starting date)

04/30/2012 (current ending date)

04/30/2013 new ending date 2. Contract amount: $100,000 (current contract amount) 40,000 (amendment amount) $140,000 new contract amount (add current amount to amendment amount) 3. Other changes: (attach other sheets if necessary): Exercising first renewal option. 4. Effective Date of Amendment: 05/01/2012 All other conditions and terms in the original contract and previous amendments remain the same. IN WITNESS WHEREOF, the parties sign and cause the amendment to be executed. CONTRACTOR STATE Contractor's signature Date Agency's signature Date Type or Print Name and Title Director, Division of Purchasing Date

Division of Finance

Mary Smith (801) 500-5000 (801) 500-5100 [email protected] Agency Contact Person Telephone Number Fax Number Email

(DP-4 Revision 1/05/2005)

CONTRACT AMENDMENT CHECKLIST All contract AMENDMENTS (which require Division of Purchasing approval) must include at a minimum the following items: Standard State Purchasing Contract Amendment Form, or similar format Amendment # Contract # Name of State Agency Name of Contractor If amending contract period: the original starting date of contract, the

current ending date, and the amended (new) ending date. If amending the contract amount: the current contract amount, the

amendment amount, and amended (new) contract amount (current contract amount plus the amendment amount).

Other changes to the contract (if any) Attachment: Scope of Work with the details of the contract costs and services, if costs/services are changing. Include breakdown on costs

(hourly rates, price lists, costs per task) to be paid Effective date of amendment Signature Block for Contractor (and signature) Signature Block for Agency (and signature) Signature Block for Purchasing Signature Block for Finance Three copies of Amendment (1. Agency's copy, 2. Contractor's copy, 3. Purchasing copy)

Items marked with an x indicates items missing from your contract amendment. Please add these items to your contract amendment and return the corrected contract amendment to: Shirley Williams, Contract Analyst, Division of Purchasing

1.  All contracts should be renewed prior to the contract expiration date.

2.  Contract renewals 30 to 60 days after the contract expiration date require (a) a justification statement and time line explaining why the renewal is being processed after the contract expiration date and (b) approval signature by the Agency Division Director.

3.  Contract renewals 61 to 90 days after the contract expiration date require (a) a justification statement and time line explaining why the renewal is being processed after the contract expiration date and (b) approval signature by the Agency Department Director.

 4.  Contract renewals 91 days after the contract expiration date will not

be processed by State Purchasing.

Routing◦ State Agency ◦ Vendor◦ Purchasing

Contract Technician Legal Review Agent Review Director Signature

◦ Finance

Keep Original Copies for Agency Reference, Auditors, & GRAMA Requirements

Agency Decisions Minor Changes Significant Changes to State Terms and Conditions Vendor Terms and Conditions Limitation of Liability Risk Management Review

Review Vendor Terms & Conditions Check for conflicts with State T&C’s Resolve any conflicts Limit Travel Costs

MEMORANDUM OF UNDERSTANDING

FOR TRAVEL EXPENSES The State of Utah, (Department/Division), referred to as STATE, is entering into an agreement with (CONTRACTOR) for services where travel expenses will be billed as additional costs. The travel expenses will have the following guidelines to follow:

1) Airline Travel will be booked through the Agency contact or through the State Travel Agency, (801) 538-3352. The costs for the airline travel will be billed directly to the STATE from the State Travel Agency. STATE discount rates will apply to these charges. (Note: The Manager from the STATE needs to send a memo to the State Travel Agency listing the person traveling and the travel dates before the travel can be booked.)

2) Hotels may be booked through the State Travel Agency or directly with the local hotel. Hotel costs are limited to state discount rates (currently $90/day plus tax). These rates may be higher depending on availability of rooms. The following link contains a list of hotels that honor the State per diem rate: http://finance.utah.gov/travel/instate.html.

3) Car Rentals may be booked through the State Travel Agency or directly with the car rental agency. Rates are limited to state discount rates (currently $40.50/day) available through State of Utah Contracted Car Rental Agencies.

4) Travel Time will not be billable hours.

5) Per Diem for meals on overnight travel will be paid at state per diem rates. The current rate is $36/day. (Current per diem is allowed as follows: Breakfast $9, Lunch $11, Dinner $16.)

6) Other reasonable expenses (for taxi=s, etc.) will be covered. Provide receipts for these expenses.

7) All costs (except the airline travel which is paid directly by the STATE) and per diem, will be invoiced to the STATE and copies of receipts and documentation needs to be attached.

If the Contractor books directly with the hotel and car rental agency, then the individual will need to ask for the “State of Utah rates@ and indicate that they will be traveling to provide services for the State. They may need to show verification, such as a signed letter from the STATE. The STATE will not pay any costs above these amounts unless prior written approval is received from a Travel Coordinator with the STATE Agency or the STATE manager in charge of monitoring the services. A signed fax will be accepted as approval. Effective Date: CONTRACTOR STATE OF UTAH Signature Signature Name and Title of Signer Name and Title of Signer (Type or Print) (Type or Print)

Negotiate on less desirable terms◦ Confidential Information Clauses/Footers◦ Limitation of Liability◦ Vendor Terms included by website reference: Will

Not Apply◦ Termination options◦ Maximum increase per year◦ Cancellation/Liquidation charges

VENDOR CHANGES AND OWNERSHIP CHANGES IN CONTRACTS Contract Assignment Forms Contract Assignment Forms would be processed when one company sells part of its business to another company and, consequently, the contract is assigned to the second company. The original contractor would still be in business, but would no longer be serving the specific contract. Authorized signers from both the buyer and the seller signs the Contract Assignment Form. The Contract Assignment Form would amend the contract with the new company name; a separate amendment form would not be necessary. The agency should attach backup documentation from the vendor on the vendor’s letterhead stating why the contract is changing. Identify the new vendor number to be used for the contract. Assignment Forms are processed similar to Amendments; however, these do not need to be signed by the Agency. Contract Amendment Form for Vendor Changes For all other name changes or ownership changes, a Contract Amendment should be processed with backup documentation on why there is a change. This changes may include a business changing its name, a company purchasing all of another company, or two companies merging. List the new vendor number, if it will be changing, in the amendment. For name changes, a contract amendment would say that the vendor name is changing – listing the previous and new names. The amendment would also state why the vendor name is changing: Did the vendor only change their name? Did one company purchase or merge with another company? Backup Documentation: State Purchasing needs a letter from the vendor on letterhead that describes why the name is changing (ownership change, etc.). This letter will be backup information to a contract amendment. It does not need to be an “attachment” to the amendment. FINET - Vendor Changes For the changes to be made to the Vendor Number in Finet, please remember to send the vendor changes to State Finance so the vendor information will be updated. If the vendor number should change for this contract, please provide a new vendor number for State Purchasing to add to the contract in Finet.

Contract Routing

A.. Contracts that are processed by State Purchasing 1. Contracts for most supplies, equipment, and services are required to be processed

by State Purchasing 2. Contracts processed on an Invitation for Bid (IFB) that is processed by State

Purchasing

3. Contracts processed on a Request for Proposal (RFP) that is processed by State Purchasing

4. Sole Source Contracts which will be over $1000 for the life of the contract,

including renewals B. Contracts that go directly to State Finance 1. Contracts that are $5000 or less where the Agency processed vendor quotes 2. Contracts between State of Utah Agencies 3. Contracts with political subdivisions within Utah – cities, counties, School

Districts, etc. unless the contract is the result of an Invitation for Bid or a Request for Proposal [Note: This does not include federal government contracts or contracts with political subdivisions in other States. They would go through State Purchasing.]

4. Contracts to give money to vendors or organizations as the result of a Grant

Application 5. Contracts from a Limited Purchasing Delegation (LPD) where the procurement

authority is given to specific personnel in the Agencies by the State Director of Purchasing. List the LPD Number on the State Purchasing Signature Line.

6. Contracts from a delegation given by the Legislature in the Utah Code that says it

is exempt from the oversight of State Purchasing. List the Utah Code Number in the contract so that Finance will be able to process it timely.

Purchasing Web Site http://www.purchasing.utah.gov

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