Forget Tom Cruise, who dangles from a ledge at Moab's Dead Horse Point in the opening scenes of the new film "Mission Impossible 2." Utah has enough attractions to star in its own movie on an even bigger screen.
That's the idea behind a new IMAX film about the Beehive State, which is to begin production later this year under the auspices of the Utah Travel Council.
Academy Award-winning filmmaker Kieth Merrill, a former Utahn who has made such films as "The Great American Cowboy," "Mr. Krueger's Christmas" and "Legacy," will produce and direct the $6 million project. The Utah Travel Council has signed on as "first investor," putting up $200,000 toward the film.
Dean Reeder, executive director of the Utah State Division of Tourism Development, said a large-format film has been under consideration for several years.
"It's been a question of whether there is enough subject matter about Utah to cover an entire film," Reeder said. "And we think we do [have enough], if it's told a certain way and has a depth of character."
The state will have no creative control over the film or its story, which Merrill will write. Rather than falling into a documentary or dramatic format, Reeder said the plot will be "in a category all its own."
"What we have asked for is that there be a sense of some interesting characters that exist in the state of Utah and some of those might find their way into the script outline," he said. "That gives us a potential for a broader audience."
Reeder said he had seen "Testament," Merrill's latest character-driven film for The Church of Jesus Christ of Latter-day Saints. The movie has been playing to packed houses at the Joseph Smith Memorial Building in downtown Salt Lake City.
"That's a privately funded film, but the character development and the way he's gone about it suggested that we found the right guy," Reeder said.
No names are being circulated to star in the Utah film, although Reeder said he envisions a name actor appearing. "But it won't turn into a cult of personality type of thing where it focuses on just one character."
Organizers hope to have the project completed to be shown in Utah during the 2002 Winter Games, although it is not an Olympic-sanctioned project.
The focus of IMAX films, which is a brand name of a 70-millimeter camera used in filmmaking and the screens they are shown on, is usually on spectacular scenery. Utah has no official IMAX screens, but there will be four large-scale screens in the Salt Lake Valley, similar to the Super Screen at the Jordan Commons in Sandy, capable of screening IMAX films.
In recent years, IMAX films have moved toward incorporating a narrative, said Leigh Vonderesch of the Utah State Film Commission.
"It will be interesting to see what tack they take. No matter what, in the IMAX format it is sure to be stunning," Vonderesch said. "John Ford put Utah scenery as the backdrop for his dramatic films and the legacy has lasted us for 50 or 60 years."
MAIL TO: Request for Proposal STATE OF UTAH Solicitation Number: LW1035 DIVISION OF PURCHASING 3150 STATE OFFICE BUILDING Due Date: 03/20/01 at 3:00 P.M. P.O. BOX 141061 SALT LAKE CITY, UTAH 84114-1061 Date Sent: February 20, 2001 TELEPHONE (801) 538-3026 http://www.purchasing.state.ut.us Agency Contract Goods and services to be purchased: FUND RAISING CONTRACTOR FOR UTAH IMAX FILM Please complete Company Name Federal Tax Identification Number Ordering Address City State Zip Code Remittance Address (if different from ordering address) City State Zip Code Type Company Contact Person Corporation Partnership Proprietorship Government Telephone Number (include area code) Fax Number (include area code) Company's Internet Web Address Email Address Discount Terms (for bid purposes, bid discounts less than 30 days will not be considered) Days Required for Delivery After Receipt of Order (see attached for any required minimums) The following documents are included in this solicitation: Solicitation forms, instructions and general provisions, and specifications. Please review all documents carefully before completing. The undersigned certifies that the goods or services offered are produced, mined, grown, manufactured, or performed in Utah. Yes_____ No_____. If no, enter where produced, etc.___________________________________________ Offeror's Authorized Representative's Signature Date Type or Print Name Position or Title STATE OF UTAH DIVISION OF PURCHASING Request for Proposal Solicitation Number: LW1035 Due Date: 03/20/01 Vendor Name: FUND RAISING CONTRACTOR FOR UTAH IMAX FILM WITH QUESTIONS CONTACT SPENCE KINARD AT (801) 538-1710 REFERENCE RX # 710 13000000006 REQUEST FOR PROPOSAL - INSTRUCTIONS AND GENERAL PROVISIONS 1. PROPOSAL PREPARATION: (a) All prices and notations must be in ink or shall be open to public inspection, but the proposals will be seen only by authorized typewritten. (b) Price each item separately. Unit price shall be shown and a total DIVISION staff and those selected by DIVISION to evaluate the proposals. The price shall be entered for each item bid. (c) Unit price will govern, if there is an proposal(s) of the successful offeror(s) shall be open for public inspection for 90 error in the extension. (d) Delivery of services as proposed is critical and must days after the award of the contract(s). (e) Utah has a reciprocal preference law be adhered to. (e) Incomplete proposals may be rejected. (f) This proposal may which will be applied against bidders bidding products or services produced in not be withdrawn for a period of 60 days from the due date. (g) Where applicable, states which discriminate against Utah products. For details see Section 63-56 all proposals must include complete manufacturer's descriptive literature. (h) By 20.5 -20.6, Utah Code Annotated. signing the proposal the offeror certifies that all of the information provided is 9. ANTI-DISCRIMINATION ACT: The offeror agrees to abide by the provisions accurate, that they are willing and able to furnish the item(s) specified, and that of the Utah Anti-discrimination Act, Title 34 Chapter 35, U.C.A. 1953, as amended, prices offered are correct. and Title VI and Title VII of the Civil Rights Act of 1964 (42 USC 2000e), which 2. SUBMITTING THE PROPOSAL: (a) The proposal must be signed in ink, prohibit discrimination against any employee or applicant for employment, or any sealed, and if mailed, mailed in a properly-addressed envelope to the DIVISION applicant or recipient of services, on the basis of race, religion, color, or national OF PURCHASING, 3150 State Office Building, Capitol Hill, Salt Lake City, UT origin; and further agrees to abide by Executive Order No. 11246, as amended, 84114-1061. The "Solicitation Number" and "Due Date" must appear on the which prohibits discrimination on the basis of sex; 45 CFR 90 which prohibits outside of the envelope. (b) Proposals, modifications, or corrections received discrimination on the basis of age, and Section 504 of the Rehabilitation Act of after the closing time on the "Due Date" will be considered late and handled in 1973 or the Americans with Disabilities Act of 1990, which prohibits discrimination accordance with the Utah Procurement Rules, section 3-209. (c) Your proposal on the basis of disabilities. Also offeror agrees to abide by Utah's Executive Order, will be considered only if it is submitted on the forms provided by the dated March 17, 1993, which prohibits sexual harassment in the workplace. state. Facsimile transmission of proposals to DIVISION will not be Vendor must include this provision in every subcontract or purchase order relating considered. (d) All prices quoted must be both F.O.B. Origin per paragraph to purchases by the State of Utah to insure that the subcontractors and vendors are 1.(c) and F.O.B. Destination. Additional charges including but not limited to bound by this provision. delivery, drayage, express, parcel post, packing, cartage, insurance, license fees, 10. WARRANTY (including Year 2000): The contractor agrees to warrant and permits, costs of bonds, or for any other purpose must be included in the proposal assume responsibility for each hardware, firmware, and/or software product for consideration and approval by the Division of Purchasing & General Services (hereafter called the product) that it licenses, or sells, to the State of Utah under (DIVISION). Upon award of the contract, the shipping terms will be F.O.B. this contract. The contractor acknowledges that the Uniform Commercial Code Destination, Freight Prepaid with freight charges to be added to the invoice unless applies to this contract. In general, the contractor warrants that: (a) the product will otherwise specified by the DIVISION. No charge for delivery, drayage, express, do what the salesperson said it would do, (b) the product will live up to all specific parcel post, packing, cartage, insurance, license fees, permits, costs of bonds, or claims that the manufacturer makes in their advertisements, (c) the product will be for any other purpose will be paid by the state unless specifically included in the suitable for the ordinary purposes for which such product is used, (d) the product proposal and accepted by DIVISION. (e) By signing the proposal the offeror will be suitable for any special purposes that the State has relied on the contractor's certifies that all of the information provided is accurate and that he/she offers to skill or judgement to consider when it advised the State about the product, furnish materials/services for purchase in strict accordance with he requirements especially to ensure year 2000 compatibility and fitness, (e) the product has of this proposal including all terms and conditions. been properly designed and manufactured, and (f) the product is free of significant 3. BONDS: The state has the right to require a bid or proposal bond, payment defects or unusual problems about which the State has not been warned. In bond and/or a faithful performance bond from the offeror in an amount not to general, "year 2000 compatibility and fitness" means: (1) the product warranted exceed the amount of the contract. by the contractor will not cease to perform before, during, or after the calendar year 4. PROPRIETARY INFORMATION: Suppliers are required to mark any specific 2000, (2) the product will not produce abnormal, invalid, and/or incorrect results information contained in their bid which is not to be disclosed to the public or used before, during, or after the calendar year 2000, (3) will include, but not be limited for purposes other than the evaluation of the bid. Each request for non-disclosure to, date data century recognition, calculations that accommodate same century and must be accompanied by a specific justification explaining why the information is multi-century formats, date data values that reflect century, and (4) accurately to be protected. Pricing and service elements of any proposal will not be process date data (including, but not limited to, calculating, comparing, and considered proprietary. All material becomes the property of the state and may be sequencing) from, into, and between the twentieth and twenty-first centuries, returned only at the state's option. Proposals submitted may be reviewed and including leap year calculations. If problems arise, the contractor will repair or evaluated by any persons at the discretion of the state. replace (at no charge to the State) the product whose noncompliance is discovered 5. BEST AND FINAL OFFERS: Discussions may be conducted with offerors and made known to the contractor in writing. If there is a Year 2000 problem, the who submit proposals determined to be reasonably susceptible of being selected contractor agrees to immediately assign senior engineering staff to work for award for the purpose of assuring full understanding of, and responsiveness continuously until the product problem is corrected, time being of the essence. to, solicitation requirements. Prior to award, these offerors may be asked to Nothing in this warranty will be construed to limit any rights or remedies the State submit best and final offers. In conducting discussions, there shall be no of Utah may otherwise have under this contract with respect to defects other than disclosure of any information derived from proposals submitted by a competing Year 2000 performance. offeror. 11. DEBARMENT: The CONTRACTOR certifies that neither it nor its principals 6. SAMPLES: Samples, brochures, etc., when required, must be furnished free are presently debarred, suspended, proposed for debarment, declared ineligible, of expense to the state and if not destroyed by tests may, upon request made at or voluntarily excluded from participation in this transaction (contract) by any the time the sample is furnished, be returned at the offeror's expense. governmental department or agency. If the CONTRACTOR cannot certify this 7. DIVISION APPROVAL: Contracts written with the State of Utah, as a result statement, attach a written explanation for review by the STATE. of this proposal, will not be legally binding without the written approval of the 12. GOVERNING LAWS AND REGULATIONS: All State purchases are Director of the DIVISION. subject to the Utah Procurement Code, Title 63, Chapter 56 Utah Code 8. AWARD OF CONTRACT: (a) The contract will be awarded with reasonable Annotated 1953, as amended, and the Procurement Rules as adopted by the promptness, by written notice, to the lowest responsible offeror whose proposal Utah State Procurement Policy Board (Utah Administrative Code Section R33). is determined to be the most advantageous to the state, taking into consideration These are available on the Internet at www.purchasing.state.ut.us. (Revision price and evaluation factors set forth in the RFP. No other factors or criteria will 4/1/99 - RFP.Instructions). be used in the evaluation. The contract file shall contain the basis on which the award is made. Refer to Utah Code Annotated 65-56-21. (b) The DIVISION can reject any and all proposals. And it can waive any informality, or technicality in any proposal received, if the DIVISION believes it would serve the best interests of the state. (c) Before, or after, the award of a contract the DIVISION has the right to inspect the offeror's premises and all business records to determine the offeror's ability to meet contract requirements. (d) The DIVISION will open proposals publicly, identifying only the names of the offerors. Proposals and modifications shall be time stamped upon receipt and held in a secure place until the due date. After the due date, a register of proposals shall be established. The register STATE OF UTAH Department of Community and Economic Development Division of Travel Development FUND RAISING CONTRACTOR for UTAH IMAX FILM REQUEST FOR PROPOSAL LW1035 I. PURPOSE OF REQUEST FOR PROPOSAL (RFP) This Request for Proposal (RFP) is issued on behalf of the State of Utah's Division of Travel Development. The Division is part of the State of Utah's Department of Community and Economic Development (DCED). The Division seeks an experienced and knowledgeable company or individual(s) to raise production financing, approximately $6-million, to be used in the creation and production of an IMAX film about Utah and its people. The goal is to raise 100% of the money from sponsors and investors needed to produce an IMAX film that will be shown in large format theaters in Utah and throughout the United States and other countries. II. BACKGROUND INFORMATION TRIUMPH... UTAH in IMAX is to be an original IMAX format motion picture celebrating the people and places of Utah. The purpose of the film is: 1. To extend the Utah experience to visitors who come to the state 2. To take the Utah experience to audiences around the world 3. To enhance awareness of all the state has to offer In July 2000, the Division of Travel Development signed a contract with Kieth Merrill Productions to create a concept and development package, including shooting script, production budget, and marketing and distribution strategy, for an IMAX film about Utah. That development package has been created and will be the basis for this fund raising effort. TRIUMPH... UTAH in IMAX offers endless possibilities to enhance the image of Utah, its people and places. Few places in the world embrace comparable scenic grandeur, geographic diversity, fascinating history, seasonal change, multiplicity of recreation, endless action, and interesting people who demonstrate the triumph of the human spirit. It will be a film based on real people. In some instances the characters will be composites of particular people or events while maintaining historical accuracy and authenticity. Historical and interpretive consultants and experts will be engaged to insure the integrity of the film. TRIUMPH... UTAH in IMAX will give people who visit the state, regardless of time limitations, the opportunity to "experience" the entire state on a giant screen in air-conditioned comfort with six discrete channels of digital sound. The film will take them to places they never imagined, show them things they've never seen, and leave them with an appreciation for a UTAH they never expected. 2 The state of Utah and its people will be the stars of the film. It will be distributed to the expanding worldwide network of large format giant screen theaters. It will be available to every visitor and resident of the state, and embrace, expand and extend the goals, objectives and mission of the Division of Travel Development (also known as the Utah Travel Council). That mission is: "Make Utah a better place to live by increasing the economic contribution of tourism." The format will be IMAX (1570) as much as possible using IMAX cameras. But there will also be "format flexibility" where certain situations may require 870 (8 perf 70 mm) cameras, archive film, video or still photographs. Kieth Merrill, the writer-producer-director of the film, is a member of the Academy of Motion Picture Arts and Sciences and Director's Guild of America. He is a two-time Academy Award nominee and winner of an Academy Award for his feature documentary Great American Cowboy. He is also recognized as one of the leading filmmakers of the giant screen format having produced or directed more than a dozen large format films. While he makes his home in California, Kieth is a Utah native, spends a lot of time in Utah, knows the state well and has shot many of his films in Utah. III. SCOPE OF WORK The following conditions must be met at a minimum and must be addressed in the proposal. The contractor will: 1. As the Fund Raising Contractor, raise and be responsible to provide 100% of the production financing for the UTAH IMAX Film. 2. Be responsible to create all legal documents, offering memoranda, prospectus, subscription agreement, sponsorship contracts, documents and disclosures required by SEC and State law, copies of the Development Package, and such other documents as may be required. 3. Provide the State with copies of all materials to be used in raising the funding and a legal opinion letter from a reputable securities law firm that the materials meet SEC and other regulations for raising private investment capital and sponsorships. 4. Be responsible for all costs associated with raising investor/sponsorship capital, including, but not limited to: * Legal and other costs required for preparing the offering memoranda, prospectus, and securities registration (if any), subscription agreements, sponsorship contracts, and all other legal, business and presentation costs associated with the "business and investment package." * Travel and out of pocket expenses. * Duplication of the master development package. * All other costs associated with raising the capital. 5. Agree to raise the money on or before August 31, 2001, with fifty per cent (50%) raised and available by June 1, 2001. Timing is crucial in order to have the film finished and playing in Utah theaters in the year 2002. 2 3 a. Money raised for the film shall be in negotiable funds and shall be deposited in an escrow account of the State's choosing. Contracts for investors and sponsors prepared by Fund Raising Contractor shall provide that investment and sponsorship contributions to the project be in negotiable funds, that they be deposited into an escrow account. 6. Agree that at least 50% of the total funding shall come from "non-equity sponsorships", and make every effort to obtain 100% of the funding from non-equity sponsorships. For all non-equity sponsorship funds raised, the Fund Raising Contractor shall be entitled to additional compensation (to be specified by the contractor as part of the proposal). 7. The Fund Raising Contractor shall have maximum discretion in raising money for the UTAH IMAX film. The Fund Raising Contractor shall have the right - subject only to SEC regulations -- to solicit non-equity sponsors and equity investors from any and all individuals, businesses, foundations, and IMAX theaters, provided that the State and Kieth Merrill Productions may - for personal or political reasons - exempt certain individuals and entities from such solicitations. Such list of exemptions shall be provided in writing prior to the beginning of the fund raising process. 8. The Fund Raising Contractor shall have the right to solicit investors and/or sponsors from the existing worldwide network of IMAX and large format theaters. 9. The Fund Raising Contractor shall have the right to use the name of the State Division of Travel Development and Kieth Merrill in all of its presentations, provided that such use is presented to the State and Kieth Merrill Productions for approval. 10. The Fund Raising Contractor shall indemnify the State and Kieth Merrill Productions and all of their respective employees against any and all liability of any kind that may result from default, third party claims, misrepresentation, and failure to meet SEC requirements in the funding raising effort. 11. The State and Kieth Merrill Productions shall provide the Fundraising Contractor with a Master Copy of "The Development Package" from which quality copies can be made. The Development Package shall be delivered to the Fund Raising Contractor on or before March 30, 2001,and shall include: * Creative Concepts * Script * Production Budget * Cash Flow projections * Proposed locations * Story boards as appropriate 12. The State and Kieth Merrill have agreed to consult with the Fund Raising Contractor in designing the offering memorandum. 13. The State will cooperate with the Fund Raising Contractor to assist in arranging key meetings and contacts within the Utah business community and lend the cachet of the state's position in such negotiations if desired. 14. Kieth Merrill has agreed to cooperate with the Fund Raising Contractor, subject to Merrill's time and availability, in making contacts or presentations. 3 4 15. Kieth Merrill Productions has agreed to consult with Fund Raising Contractor in the creation of projections and pro forma to be prepared by the Fund Raising Contractor as part of the offering memorandum and prospectus. 16. Upon completion of the funding of the UTAH IMAX film, and upon completion of the production of the film, The Fund Raising Contractor may, at its option, receive credit in the closing titles of the film as follows: Funding Services provided by________, or such other acknowledgement as the Fund Raising Contractor may desire and which the State and Kieth Merrill Productions shall approve. IV. BUDGET AND COMPENSATION 1. The NET projected production budget of the Utah IMAX film is $5,957,200. 2. The Fund Raising Contractor will receive either a commission (such as a percentage of the money raised), or some other form of compensation (such as an hourly rate), to be proposed by offeror in the proposal. Offerors may propose either or both forms of compensation. The Fund Raising Contractor, IN ADDITION to the net projected production budget, must raise the amount of the compensation. 3. The State may, upon mutual agreement of the State and the Fund Raising Contractor, advance the Contractor up to $100,000 for legal costs, travel, or other "up front expenses", to be repaid to the State from the Contractor's compensation. The request for such an advance, if desired, must be included in the proposal. 4. The offeror must specify in the proposal how much and at what intervals compensation will be paid. Proposals which show an incentive to raise 100% of the money, i.e. no compensation paid until all of the money is raised, will receive a more favorable evaluation score for the "Compensation" evaluation criterion than those proposing a less attractive compensation plan. 5. Any sponsorship and investor funding the State or Kieth Merrill are able to raise independently from efforts by the Fund Raising Contractor will be subtracted from the amount of money the Contractor needs to raise and will not be included in a commissionable total. V. CONTRACT TERM The contract term with the State of Utah, Division of Travel Development, will be for approximately six (6) months, exact duration to be determined during contract negotiation. Short term contract extension(s) may be considered if funding is 85% complete. The State of Utah Supervisory Officer of any contract resulting from this RFP will be the Assistant Director/Internal Programs, Division of Travel Development. 4 5 VI. PROPOSAL CONTENT REQUIREMENTS Proposals must address all the requirements listed in the Scope of Work section of this RFP. Proposals must also include responses to the following: 1. List your company's name, address, telephone, fax, e-mail address (web address , if any) and contact person for this RFP. 2. Describe your company's experience in large fund raising endeavors. 3. Provide a list of at least three of your fund raising clients from 1990 to the present time, listing the name, telephone number and e-mail address of each managing client. 4. Provide a sample of your motion picture or entertainment clients, listing the name, telephone number and e-mail address of each managing client. 5. Describe your company's experience in motion picture or entertainment funding endeavors. 6. Describe what your company might do to find potential sponsors or investors. 7. Describe the process of preparing and presenting all necessary documents and papers in order to make legal and effective presentations to prospective sponsors and investors. 8. Describe the basic process you would use to approach and present the sponsorship or investment opportunity to potential clients. 9. Describe the time line of accomplishing all the objectives of the proposal. 10. How well does your company know Utah? 11. Provide a brief biography, including relevant work experience, of the person or persons specifically responsible for completing this work agreement. What other account assignments would this person or persons carry? What proportion of their time would be devoted to accomplishing this effort? 12. Indicate your intentions with regard to the potential for an advance to the contractor (up to $100,000) for legal costs, travel, or other "up front expenses", to be repaid to the State from the contractor's compensation. Indicate the dollar amount you propose to receive in advance. 13. Propose how much and at what intervals compensation will be paid. VII. PROPOSAL DUE DATE, TIME & LOCATION Three (3) copies of the proposal are due by Tuesday, March 20, 2001, 3:00 p.m., to: State of Utah Division of Purchasing and General Services 3150 State Office Building, Capitol Hill P.O. Box 141061 Salt Lake City, UT 84114-1061 Late proposals will not be considered. 5 6 VIII. POINTS OF CONTACT FOR QUESTIONS For RFP content specific questions you may contact: J. Spencer Kinard, Assistant Director Division of Travel Development (801) 538-1710 FAX: (801) 538-1399 firstname.lastname@example.org For procurement process related questions, contact: Lois Wiesemann, Purchasing Agent Division of Purchasing (801) 538-3144 FAX: (801) 538-3882 email@example.com IX. PROPOSAL EVALUATION CRITERIA An evaluation committee of Division, Department, Community and Kieth Merrill Productions representatives will evaluate written proposals and finalists' oral presentations based on the following criteria and their assigned weights: 1. Approach & methodology to Utah IMAX Film project Scope of Work 30% 2. Experience and knowledge 15% a. SEC regulations b. Investment and sponsorship contacts c. Alignment with securities law firm 3. Success and ability of similar fund raising efforts 15% a. Large sponsorships b. Working with foundations c. Large equity investors 4. Compensation rates and payment schedule 30% Proposals offering an incentive to raise 100% of the money, i.e. no compensation paid until all of the money is raised, other attractive compensation plans, or incentives to raise 100% sponsor- ship funding will receive a more favorable evaluation score on this criterion than those proposing plans less advantageous to the State. 5. References and business integrity 10% During the proposal evaluation process discussion(s) may be conducted with offerors that have submitted acceptable or potentially acceptable proposals, however, proposals may be evaluated without such discussion(s). Oral presentations by offerors may be required, at the option of the proposal evaluation committee, and would be scheduled accordingly during the proposal evaluation process. The Utah Division of Travel Development reserves the right to reject any or all proposals received. 6 ATTACHMENT A: STANDARD TERMS AND CONDITIONS 1. AUTHORITY: Provisions of this contract are pursuant to the authority set forth in 63-56, Utah Code Annotated, 1953, as amended, Utah State Procurement Rules (Utah Administrative Code Section R33), and related statutes which permit the STATE to purchase certain specified services, and other approved purchases for the STATE. 2. CONTRACT JURISDICTION, CHOICE OF LAW, AND VENUE: The provisions of this contract shall be governed by the laws of the State of Utah. The parties will submit to the jurisdiction of the courts of the State of Utah for any dispute arising out of this Contract or the breach thereof. Venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County. 3. LAWS AND REGULATIONS: Any and all supplies, services and equipment furnished will comply fully with all applicable Federal and State laws and regulations. 4. RECORDS ADMINISTRATION: The CONTRACTOR shall maintain, or supervise the maintenance of all records necessary to properly account for the payments made to the CONTRACTOR for costs authorized by this contract. These records shall be retained by the CONTRACTOR for at least four years after the contract terminates, or until all audits initiated within the four years, have been completed, whichever is later. The CONTRACTOR agrees to allow STATE and Federal auditors, and STATE Agency Staff, access to all the records to this contract, for audit and inspection, and monitoring of services. Such access will be during normal business hours, or by appointment. 5. CONFLICT OF INTEREST: CONTRACTOR represents that none of its officers or employees are officers or employees of the State of Utah, unless disclosure has been made in accordance with 67-16-8, Utah Code Annotated, 1953, as amended. 6. CONTRACTOR, AN INDEPENDENT CONTRACTOR: The CONTRACTOR shall be an independent contractor, and as such, shall have no authorization, express or implied, to bind the STATE to any agreements, settlements, liability, or understanding whatsoever, and agrees not to perform any acts as agent for the STATE, except as herein expressly set forth. Compensation stated herein shall be the total amount payable to the CONTRACTOR by the STATE. The CONTRACTOR shall be responsible for the payment of all income tax and social security amounts due as a result of payments received from the STATE for these contract services. Persons employed by the STATE and acting under the direction of the STATE shall not be deemed to be employees or agents of the CONTRACTOR. 7. INDEMNITY CLAUSE: The CONTRACTOR agrees to indemnify, save harmless, and release the STATE OF UTAH, and all its officers, agents, volunteers, and employees from and against any and all loss, damages, injury, liability, suits, and proceedings arising out of the performance of this contract which are caused in whole or in part by the negligence of the CONTRACTOR'S officers, agents, volunteers, or employees, but not for claims arising from the State's sole negligence. 8. EQUAL OPPORTUNITY CLAUSE: The CONTRACTOR agrees to abide by the provisions of Title VI and VII of the Civil Rights Act of 1964 (42USC 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; and further agrees to abide by Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex; 45 CFR 90 which prohibits discrimination on the basis of age; and Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990 which prohibits discrimination on the basis of disabilities. Also, the CONTRACTOR agrees to abide by Utah's Executive Order, dated March 17, 1993, which prohibits sexual harassment in the work place. 9. SEPARABILITY CLAUSE: A declaration by any court, or any other binding legal source, 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. 10. RENEGOTIATION OR MODIFICATIONS: This contract may be amended, modified, or supplemented only by written amendment to the contract, executed by the parties hereto, and attached to the original signed copy of the contract. 11. DEBARMENT: The CONTRACTOR certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract), by any governmental department or agency. If the CONTRACTOR cannot certify this statement, attach a written explanation for review by the STATE. 12. TERMINATION: Unless otherwise stated in the Special Terms and Conditions, this contract may be terminated, with cause by either party, in advance of the specified termination date, upon written notice being given by the other party. The party in violation will be given ten (10) working days after notification to correct and cease the violations, after which the contract may be terminated for cause. This contract may be terminated without cause, in advance of the specified expiration date, by either party, upon 90 days prior written notice being given the other party. On termination of this contract, all accounts and payments will be processed according to the financial arrangements set forth herein for approved services rendered to date of termination. 13. SALES TAX EXEMPTION: The State of Utah's sales and use tax exemption number is E33399. The tangible personal property or services being purchased are being paid from State funds and used in the exercise of that entity's essential functions. If the items being purchased are construction materials, they will be converted into real property by employees of this government entity, unless otherwise stated in the contract. 14. WARRANTY: The contractor agrees to warrant and assume responsibility for all products (including hardware, firmware, and/or software products) that it licenses, contracts, or sells to the State of Utah under this contract for a period of one year, unless otherwise specified and mutually agreed upon elsewhere in this contract. The contractor (seller) acknowledges that all warranties granted to the buyer by the Uniform Commercial Code of the State of Utah apply to this contract. Product liability disclaimers and/or warranty disclaimers from the seller are not applicable to this contract unless otherwise specified and mutually agreed upon elsewhere in this contract. In general, the contractor warrants that: (1) the product will do what the salesperson said it would do, (2) the product will live up to all specific claims that the manufacturer makes in their advertisements, (3) the product will be suitable for the ordinary purposes for which such product is used, (4) the product will be suitable for any special purposes that the State has relied on the contractor's skill or judgement to consider when it advised the State about the product, (5) the product has been properly designed and manufactured, and (6) the product is free of significant defects or unusual problems about which the State has not been warned. Remedies available to the State include the following: The contractor will repair or replace (at no charge to the State) the product whose nonconformance is discovered and made known to the contractor in writing. If the repaired and/or replaced product proves to be inadequate, or fails of its essential purpose, the contractor will refund the full amount of any payments that have been made. Nothing in this warranty will be construed to limit any rights or remedies the State of Utah may otherwise have under this contract. (Revision date: Nov 14, 2000)