Fill - Free fillable Contract Service Agreement (Montana Tech) PDF form

Rev. 10/18 Page 1 of 5

Contract Number:

Contract Service Agreement

Contract Service Description:

Start Date: End Date:

Banner Index:

Montana Tech enters into a binding agreement with the Independent Contractor as follows:

NAME: PHONE #

TYPE OF ENTITY: Sole Proprietor Partnership Corporation Other

SPECIFICATION OF TASK(S) TO BE PERFORMED (use attachment if needed):

PERFORMANCE LOCATION:

COMPENSATION FOR SERVICES SHALL NOT EXCEED:

OTHER PAYMENTS SHALL NOT EXCEED:

The Contractor should communicate with the following University official regarding this contract:

Name/Title:

CONTRACTOR CERTIFICATION:

By signing below, the Contractor certifies that he/she is an independent contractor and not an employee of Montana

Tech and that he/she is subject to the terms and conditions which appear at the end of this agreement.

INDEPENDENT CONTRACTOR:

Signature: Worker’s Compensation #

Print Name & Title: Contractor Registration #

Date: Exemption Certificate Enclosed YES NO

TAX PAYER ID #:

VALIDATION BY MONTANA TECH:

Name/Title: Date:

This agreement can only be signed by VCAF or designated MT Tech signatories.

Route agreement, proof of insurance, and any other pertinent documentation to Purchasing Office for contract execution.

Purchasing will assign contract number.

IMPORTANT: SEE STANDARD TERMS AND CONDITIONS

(If Entity Type is Other, please describe)

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Rev. 10/18 Page 2 of 5

Montana Tech

Standard Terms and Conditions

By submitting a response to this invitation for bid, request for proposal, limited solicitation, or acceptance of a contract or

purchase order, the vendor agrees to acceptance of the following Standard Terms and Conditions and any other

provisions that are specific to this solicitation, contract, or purchase order.

Montana Tech is referred to as “University” or “Montana Tech”

BIDS/PROPOSALS/SOLICITATIONS:

1. ACCEPTANCE/REJECTION OF BIDS, PROPOSALS, OR LIMITED SOLICITATION RESPONSES: The University reserves

the right to accept or reject any or all bids, proposals, or limited solicitation responses, wholly or in part, and to make awards in

any manner deemed in the best interest of the University. Bids, proposals, and limited solicitation responses will be firm for 30

days, unless stated otherwise in the text of the invitation for bid, request for proposal, or limited solicitation.

2. ALTERATION OF SOLICITATION DOCUMENT: In the event of inconsistencies or contradictions between language contained

in the University’s solicitation document and a vendor’s response, the language contained in the University’s original solicitation

document will prevail. Intentional manipulation and/or alteration of solicitation document language will result in the vendor’s

disqualification and possible debarment.

3. DEBARMENT: The Contractor certifies, by submitting this bid or proposal, 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 University.

4. FACSIMILE RESPONSES: Facsimile responses will be accepted for invitations for bids, small purchases, or limited solicitations

ONLY if they are completely received by University Purchasing Department prior to the time set for receipt. Bids, or portions

thereof, received after the due time will not be considered. Facsimile responses to requests for proposals are ONLY accepted on

an exception basis with prior approval of the procurement officer.

5. FAILURE TO HONOR BID/PROPOSAL: If a bidder/offeror to whom a contract is awarded refuses to accept the award

(PO/contract) or fails to deliver in accordance with the contract terms and conditions, the department may, in its discretion,

suspend the bidder/offeror for a period of time from entering into any contracts with the University.

6. LATE BIDS AND PROPOSALS: Regardless of cause, late bids and proposals will not be accepted and will automatically be

disqualified from further consideration. It shall be solely the vendor’s risk to ensure delivery at the designated office by the

designated time. Late bids and proposals will not be opened and may be returned to the vendor at the expense of the vendor or

destroyed if requested.

7. RECIPROCAL PREFERENCE: The University applies a reciprocal preference against a vendor submitting a bid from a state or

country that grants a residency preference to its resident businesses. A reciprocal preference is only applied to an invitation for

bid for supplies or an invitation for bid for nonconstruction services for public works as defined in section 18-2-401(9), MCA, and

then only if federal funds are not involved. For a list of states that grant resident preference, see

http://gsd.mt.gov/ProcurementServices/preferences.mcpx.

8. SOLICITATION DOCUMENT EXAMINATION: Vendors shall promptly notify the University of any ambiguity, inconsistency, or

error which they may discover upon examination of a solicitation document.

PURCHASE ORDERS/CONTRACTS:

9. ACCESS AND RETENTION OF RECORDS: The Contractor agrees to provide the department, Legislative Auditor, or their

authorized agents, access to any records necessary to determine contract compliance. (Section 18-1-118, MCA). The

Contractor agrees to create and retain records supporting the services rendered or supplies delivered for a period of eight years

after either the completion date of the contract or the conclusion of any claim, litigation, or exception relating to the contract

taken by the University or third party.

10. ASSIGNMENT, TRANSFER AND SUBCONTRACTING: The Contractor shall not assign, transfer or subcontract any portion of

the contract without the express written consent of the department. (Section 18-4-141, MCA.)

11. AUTHORITY: The attached bid, request for proposal, limited solicitation, contract, or purchase order is issued under authority of

Title 18, Montana Code Annotated, and the Administrative Rules of Montana, Title 2, chapter 5.

12. CHANGES IN WORK or INCREASE IN CONTRACT/PURCHASE ORDER AMOUNT: Prior approval must be obtained in the

form of a contract addendum or purchase order adjustment from University Purchasing Department. A request by the

Contractor or the University Department representative shall be accompanied by an itemized statement, which details all costs

that would be incurred to effect the change. Contractor shall provide a complete statement of all actual costs to be incurred for

each requested change. This information will be approved by the University Department and sent to the University Purchasing

Department for the contract addendum to be signed by both parties and/or the purchase order to be adjusted.

13. COMPLIANCE WITH LAWS: The Contractor shall, in performance of work under this contract, fully comply with all applicable

federal, state, or local laws, rules, and regulations, including the Montana Human Rights Act, the Civil Rights Act of 1964, the

Age Discrimination Act of 1975, the Americans with Disabilities Act of 1990, and Section 504 of the Rehabilitation Act of 1973,

the Equal Pay Act of 1963, and the Patient Protection and Affordable Care Act (“Affordable Care Act”). Any subletting or

subcontracting by the Contractor subjects subcontractors to the same provisions. In accordance with section 49-3-207, MCA,

Executive Order No. 04-2016 and Executive Order No. 12-2016 (Equal pay for women) the Contractor agrees that the hiring of

persons to perform this contract will be made on the basis of merit and qualifications and there will be no discrimination based

upon on race, color, sex, pregnancy, childbirth or medical conditions related to pregnancy or childbirth, political or religious

affiliation or ideas, culture, creed, social origin or condition, genetic information, sexual orientation, gender identity or expression,

Rev. 10/18 Page 3 of 5

national origin, ancestry, age, disability, military service or veteran status, or marital status by the persons performing the

contract.

Compliance with the Affordable Care Act requires Contractor to provide healthcare coverage for its employees, who provide

services for the University, work for more than 29 hours per week and their dependents under the age of 26, and provide

coverage that meets the minimum essential coverage, minimum value, and be affordability requirements of the employer

responsibility provisions under Section 4980H of the Code (ACA), and would otherwise satisfy the requirements of the Code §

4980 H (ACA) if provided by the University.

14. COMPLIANCE WITH THE AFFORDABLE CARE ACT:

Contractor is Employer: Contractor is the employer and, therefore, responsible for providing healthcare benefits for its

employees under the Patient Protection and Affordable Care Act. Contractor represents and warrants that all individuals who

perform services for an agency of the State are and at all times shall remain Contractor's common law employees. Contractor

further acknowledges and agrees that, throughout the term of this contract, Contractor retains the right to direct and control its

employees.

University Benefit Plans: Contractor agrees and acknowledges that it, its agents or employees are not entitled to participate in

any of the benefit plans or programs that the University now or hereafter maintain for its employees. If any state or federal court,

or any local, state or federal government agency, division or other related government entity, shall determine that Contractor, its

agents, or employees, are considered an employee or common law employee of the University, or if for any reasons Contractor,

its agents or employees, were to meet the eligibility criteria with respect to any benefit plan or program now or hereafter

available to University employees or otherwise become eligible to participate in any University-sponsored benefit plans or

programs, Contractor, its agents, or employees, waive any right to participate in, either retrospectively or prospectively, or

receive any benefits under any University-sponsored benefit plans or programs. This waiver of any right to participate in

University-sponsored employee benefit programs represents a material component of the terms and compensation agreed to by

these parties and is not in any way conditioned on any representation or assumption concerning status of Contractor, its agents,

or employees, with respect to the University, as employee, common law employee, independent contractor or temporary

employee.

Contractor Provided Health Care Coverage: Contractor represents and warrants that it will offer to all its agents or

employees, who perform services for the University under this contract for more than 29 hours per week and their dependents

under age 26, health care coverage under its health care plans and that such coverage provides minimum essential coverage,

provides minimum value, and is affordable for purposes of the employer responsibility provisions under Section 4980H of the

Code, and would otherwise satisfy the requirements of Code § 4980H if provided by the University.

Reporting Requirements: Contractor further represents and warrants that it will satisfy all reporting requirements under Code

§§ 6055 and 6056 with respect to individuals who perform services for the University.

Auditing: The State may audit Contractor’s operations to ensure that the representations and warranties set forth above have

been complied with.

Additional Costs: As consideration for this amendment, the fees paid to Contractor by the University are revised to include an

additional fee in the amount of (amount to be negotiated) ( %) of the actual cost of coverage attributable to those individuals

who perform services for the University and who elect medical coverage under Contractor's medical plans. For this purpose, the

“actual cost of coverage” shall equal the cost of coverage determined for purposes of compliance with the continuation of

coverage requirements under the Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA), reduced by the 2%

COBRA administration fee and further reduced by the portion of such cost paid by the individual electing coverage, which shall

be no less than 50% of such cost, except to the extent necessary to meet the affordability requirements under Code § 4980H.

The actual cost of coverage shall be determined on a payroll period basis and paid only for those pay periods during which the

individual performing services is enrolled in Contractor’s medical plan.

15. COMPLIANCE WITH WORKERS' COMPENSATION ACT: Contractor shall comply with the provisions of the Montana Workers'

Compensation Act while performing work for the University in accordance with 39-71-401, 39-71-405, and 39-71-417, MCA.

Proof of compliance must be in the form of workers' compensation insurance, an independent contractor's exemption, or

documentation of corporate officer status. Neither Contractor nor its employees are University employees. This

insurance/exemption must be valid for the entire contract term and any renewal. Upon expiration, a renewal document must be

sent to Montana Tech, Purchasing Department, 1300 West Park Street, Butte, MT 59701.

16. CONFIDENTIALITY: Contractor agrees that information not generally known to the public to which the Contractor has been or

will be exposed as a result of the Contractor’s work with and for the University is confidential information that belongs to the

University. This includes information developed by the Contractor, alone or with others, or entrusted to the University by its

customers or others. The University’s confidential information includes, without limitation, information relating to the University’s

trade secrets, know-how, procedures, purchasing, accounting, marketing, sales, customers, distributors, and employees.

Contractor will hold the University’s confidential information in strict confidence and will not disclose or use it except as

authorized by the University for the University’s benefit. Contractor also acknowledges and agrees not to disclose, and has not

been asked to disclose, confidential information learned from prior individuals or companies. The confidentiality provision of this

agreement shall survive after the Contractor’s services to the University ends, regardless of the reason it ends, and shall be

enforceable regardless of any claim the Contractor may have against the University.

17. CONFORMANCE WITH CONTRACT: No alteration of the terms, conditions, delivery, price, quality, quantities, or specifications

of the contract shall be granted without University Purchasing Department prior written consent. Product or services provided

that do not conform to the contract terms, conditions, and specifications may be rejected and returned at the Contractor’s

expense.

18. CONTRACTOR: The Contractor is an independent contractor or a business providing services for the University. Neither the

Contractor nor any of his employees are employees of the University or any agency or division thereof, nor will they be

considered employees of the University under any subsequent amendment to the contract or purchase order unless otherwise

expressed.

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19. DISABILITY ACCOMMODATIONS: The University does not discriminate on the basis of disability in admission to, access to, or

operations of its programs, services, or activities. Individuals who need aids, alternative document formats, or services for

effective communications or other disability related accommodations in the programs and services offered are invited to make

their needs and preferences known to this office. Interested parties should provide as much advance notice as possible.

20. FORCE MAJEURE: Neither party is responsible for failure to fulfill its obligations due to causes beyond its reasonable control,

including without limitation, acts or omissions of government or military authority, acts of God, materials shortages,

transportation delays, fires, floods, labor disturbances, riots, wars, terrorist acts, or any other causes, directly or indirectly

beyond the reasonable control of the nonperforming party, so long as such party uses its best efforts to remedy such failure or

delays. A party affected by a force majeure condition shall provide written notice to the other party within a reasonable time of

the onset of the condition. In no event, however, shall the notice be provided later than 5 working days after the onset. If the

notice is not provided within the 5 day period, then a party may not claim a force majeure event. A force majeure condition

suspends a party’s obligations under this contract, unless the parties mutually agree that the obligation need not be performed

because of the condition.

21. HOLD HARMLESS/INDEMNIFICATION: The Contractor agrees to protect, defend, and save the University, its elected and

appointed officials, agents, and employees, while acting within the scope of their duties as such, harmless from and against all

claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor of the

Contractor's employees or third parties on account of bodily or personal injuries, death, or damage to property arising out of

services performed or omissions of services or in any way resulting from the acts or omissions of the Contractor and/or its

agents, employees, representatives, assigns, subcontractors, except the sole negligence of the University, under this agreement

22. ADDITIONAL INDEMNIFICATION: Claims under this provision with the Affordable Care Act also include those arising out of or in

any way connected with Contractor's breach of this contract, including any Claims asserting that any of Contractor's employees are

actually employees or common law employees of the State or any of its agencies, including but not limited to, excise taxes or

penalties imposed on the State under Internal Revenue Code (“Code”) §§ 4980H, 6055 or 6056.

23. INVOICES: At no time is a vendor authorized to submit a purchase order invoice directly to an individual or the ordering

department. Except where stipulated otherwise on the purchase order, address all invoices to:

Montana Tech

Accounts Payable

1300 West Park Street

Butte, MT 59701 Invoices may be submitted by e-mail to AccountsPayable@mtech.edu

24. PAYMENT TERM: All payment terms will be computed from the date of delivery of supplies or services OR receipt of a properly

executed invoice, whichever is later. Unless otherwise noted in the solicitation document, the University is allowed 30 days to

pay such invoices.(See section 17-8-242 MCA).

25. REDUCTION OF FUNDING: The University must terminate this contract if funds are not appropriated or otherwise made

available to support the University's continuation of performance in a subsequent fiscal period. (See section 18-4-313(4), MCA.)

26. REFERENCE TO PURCHASE ORDER: The purchase order number MUST appear on all invoices, packing lists, packages, and

correspondence pertaining to the contract. If the number is not provided, the University is not obligated to pay the invoice.

27. REGISTRATION WITH THE SECRETARY OF STATE: Any business intending to transact business in Montana must register

with the Secretary of State. Businesses that are incorporated in another state or country, but which are conducting activity in

Montana, must determine whether they are transacting business in Montana in accordance with sections 35-1-1026 and 35-8-

1001, MCA. Such businesses may want to obtain the guidance of their attorney or accountant to determine whether their activity

is considered transacting business.

If businesses determine that they are transacting business in Montana, they must register with the Secretary of State and obtain

a certificate of authority to demonstrate that they are in good standing in Montana. To obtain registration materials, call the

Office of the Secretary of State at (406) 444-3665, or visit their website at http://sos.mt.gov.

If you are conducting business under your own full legal name, you do not need to register with the Secretary of State.

28. SEVERABILITY CLAUSE: A declaration by any court, or any other binding legal source, that any provision of the contract is

illegal and void shall not affect the legality and enforceability of any other provision of the contract, unless the provisions are

mutually dependent.

29. SHIPPING: Supplies shall be shipped prepaid, F.O.B. Destination, unless the contract specifies otherwise.

30. SUBCONTRACTS: The Contractor may not transfer, assign or subcontract this contract or resulting purchase order or any interest

therein without the express written approval of the University. In the event a subcontract is authorized by the University, the Contractor

will inset in any subcontract the clauses set forth in this contract and also a clause requiring the subcontractors to include these

clauses in any lower tier subcontracts which they may enter into together with a clause requiring this insertion in any further

subcontracts that may in turn be made.

31. TAX EXEMPTION: The University is exempt from Federal Excise Taxes.

32. TECHNOLOGY ACCESS FOR BLIND OR VISUALLY IMPAIRED: Contractor acknowledges that no University funds may be

expended for the purchase of information technology equipment and software for use by employees, program participants, or

members of the public unless it provides blind or visually impaired individuals with access, including interactive use of the equipment

and services, that is equivalent to that provided to individuals who are not blind or visually impaired. (18-5-603, MCA.) In addition,

Contractor acknowledges that such information technology equipment and software will provide equal and effective access to all

individuals in accordance with federal and state laws and regulations, including, but not limited to the Americans with Disabilities Act of

1990 (ADA), Section 504 of the Rehabilitation Act of 1973, and Section 508 of the 1973 Rehabilitation Act.

33. TERMINATION OF CONTRACT: Unless otherwise stated, the University may, by written notice to the Contractor, terminate the

contract in whole or in part at any time the Contractor fails to perform the contract.

Rev. 10/18 Page 5 of 5

34. U.S. FUNDS: All prices and payments must be in U.S. dollars.

35. VENUE: This solicitation/bid/proposal/contract/purchase order is governed by the laws of Montana. The parties agree that any

litigation concerning this solicitation/bid/proposal/contract/purchase order must be brought in the District Court for Silver Bow

County, State of Montana, and each party shall pay its own costs and attorney fees. (Section 18-1-401, MCA.)

36. WARRANTIES (NON-INFORMATION TECHNOLOGY): The Contractor warrants that the products offered conform to the

specifications requested, are fit and sufficient for the purpose manufactured, are of good material and workmanship, and are

free from defect. The Contractor further warrants that the products are new and unused and of the latest model or manufacture,

unless the University specifies otherwise. Exceptions will be rejected.

37. WARRANTY FOR INFORMATION TECHNOLOGY SERVICES: The Contractor warrants that it performs all services using

reasonable care and skill and according to its current description (including any completion criteria) contained in this contract.

University agrees to provide timely written notice of any failure to comply with this warranty so that the Contractor can take

corrective action.

38. WARRANTY FOR SOFTWARE: For a period of ninety (90) days from the date of receipt of software, the Contractor warrants

that: (i) the unmodified software will provide the features and functions, and will otherwise conform to all published

documentation including on the Contractor's website; and (ii) the media upon which the software is furnished will be free from

defects in materials and workmanship under normal use and service.

39. WARRANTY FOR INFORMATION TECHNOLOGY HARDWARE: The Contractor warrants that hardware provided is free from

defects in materials and workmanship and conforms to the specifications. The warranty period for provided hardware is a fixed

period commencing on the date specified in a statement of work or applicable contract. If the hardware does not function as

warranted during the warranty period and the Contractor is unable to either: i) make it do so; or ii) replace it with one that is at

least functionally equivalent, University may return it to the Contractor for a full refund.

40. WARRANTIES (INFORMATION TECHNOLOGY SPECIFIC)

The parties agree that the warranties set forth above do not require uninterrupted or error-free operation of hardware or services

unless otherwise stated in the specifications.

These warranties are the University’s exclusive warranties and replace all other warranties or conditions, express or implied,

including, but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose.

41. REQUIRED INSURANCE

Contractor shall maintain for the duration of this contract, at its cost and expense, insurance against claims for injuries to

persons or damages to property, including contractual liability, which may arise from or in connection with the performance of

the work by Contractor, agents, employees, representatives, assigns, or subcontractors. This insurance shall cover such claims

as may be caused by any negligent act or omission.

Certificate of Insurance. A certificate of insurance from an insurer with a Best's rating of no less than A- indicating compliance

with the required coverages must be received by University prior to contract execution. Please send to contract liaison at

Montana Tech, 1300 West Park Street, Butte, MT 59701. Endorsement No. or documentation must be provided for Additional

Insured Status. This insurance must be maintained for the duration of the contract. The Contractor must notify the University

immediately, of any material change in insurance coverage, such as changes in limits, coverage, change in status of policy, etc.

The University reserves the right to require complete copies of insurance policies at all times.

Specific Requirements for Commercial General Liability. Contractor shall purchase and maintain occurrence coverage with

combined single limits for bodily injury, personal injury, and property damage of $1,000,000 per occurrence and $2,000,000

aggregate per year to cover such claims as may be caused by any act, omission, or negligence of Contractor or its officers,

agents, representatives, assigns, or subcontractors.

The University, its officers, officials, employees, and volunteers are to be covered and listed as additional insureds for liability

arising out of activities performed by or on behalf of Contractor, including the insured's general supervision of Contractor,

products, and completed operations, and the premises owned, leased, occupied, or used.

Specific Requirements for Automobile Liability. Contractor shall purchase and maintain coverage with split limits of $500,000

per person (personal injury), $1,000,000 per accident occurrence (personal injury), and $100,000 per accident occurrence

(property damage), OR combined single limits of $1,000,000 per occurrence to cover such claims as may be caused by any act,

omission, or negligence of Contractor or its officers, agents, representatives, assigns, or subcontractors.

The University, its officers, officials, employees, and volunteers are to be covered and listed as additional insureds for

automobiles leased, owned, or borrowed by Contractor.

Specific Requirements for Professional Liability. Contractor shall purchase and maintain occurrence coverage with combined

single limits for each wrongful act of $1,000,000 per occurrence and $2,000,000 aggregate per year to cover such claims as

may be caused by any act, omission, negligence of Contractor or its officers, agents, representatives, assigns, or

subcontractors. Note: If "occurrence" coverage is unavailable or cost prohibitive, Contractor may provide "claims made"

coverage provided the following conditions are met: (1) the commencement date of this contract must not fall outside the

effective date of insurance coverage and it will be the retroactive date for insurance coverage in future years; and (2) the claims

made policy must have a three-year tail for claims that are made (filed) after the cancellation or expiration date of the policy.

Specific Requirements for Cyber/Data Information Security Insurance. The Contractor shall purchase and maintain

cyber/information security insurance coverage with combined single limits for each wrongful act of $2,000,000 per occurrence to

cover the unauthorized acquisition of personal acquisition such as social security numbers, credit card numbers, financial

account information, or other information that uniquely identifies an individual and may be of a sensitive nature in accordance

with §2-6-1501, MCA through §2-6-1503, MCA. If the Contractor maintains higher limits than the minimums shown above, the

State requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance

proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the State. Such insurance

must cover, at a minimum, privacy notification costs, credit monitoring, forensics investigations, legal fees/costs, regulatory fines

and penalties, and third party liability settlements or judgements as may be caused by any act, omission, or negligence of the

Contractor’s officers, agents, representatives, assigns or subcontractors. Note: If occurrence coverage is unavailable or cost-

prohibitive, the State will accept ‘claims made’ coverage provided the following conditions are met: 1) the retroactive date must

be shown, and must be before the date of the contract or the beginning of contract work; 2) insurance must be maintained and

evidence of insurance must be provided for at least three (3) years after completion of the contract of work; and 3) if coverage is

canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract

effective date, the Contractor must purchase “extended reporting” coverage for a minimum of three (3) years after completion of

work.

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