FIXTURING/INSTALLATION AGREEMENT

Transcription

1 Dept Index Contract No. Requisition No. FIXTURING/INSTALLATION AGREEMENT This FIXTURING/INSTALLATION AGREEMENT by and between THE UNIVERSITY OF NORTH FLORIDA BOARD OF TRUSTEES, a public body corporate of the State of Florida ( UNF ) with a principal place of business at 1 UNF Drive, Jacksonville, Florida 32224, and with a principal place of business at ( CONTRACTOR ). UNF and CONTRACTOR agree as follows: 1. SCOPE OF WORK. For the compensation set forth hereinafter, CONTRACTOR will provide to UNF the following labor and materials, including tools, equipment ( the Work ): 2. PERFORMANCE OF WORK: CONTRACTOR will commence the Work on or before, will diligently prosecute the Work, and will fully complete the Work in compliance with the terms of this Agreement no later than. THE UNIVERSITY OF NORTH FLORIDA CAMPUS IS OWNED BY THE STATE OF FLORIDA BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND. NO LIENS, CLAIMS OF LIEN, OR ANY SIMILAR ENCUMBRANCES MAY BE FILED AGAINST SUCH LAND FOR CONTRACTOR S FAILURE TO PAY ITS LABORERS, EMPLOYEES, SUBCONTRACTORS, SUPPLIERS, OR OTHER THIRD PARTIES. 3. COMPENSATION: UNF will compensate CONTRACTOR for providing the Services described above on the following basis: CONTRACTOR must have a valid Social Security Number (SSN) or individual taxpayer identification number (TIN) prior to the processing of any payment hereunder. As a condition to UNF s payment obligation hereunder, CONTRACTOR will provide an IRS form W-9 or W-8, as appropriate. Payment to a non-resident alien independent contractor is subject to IRS and INS regulations and may be subject to income tax withholding at 30%, unless exemptions apply. 4. TERMS AND CONDITIONS: CONTRACTOR has read and understands and agrees to the Terms and Conditions in Exhibit A which is attached hereto and incorporated by reference, and accepts this Agreement by signing this Agreement. CONTRACTOR s complete name: Contractor s organizational status and State of incorporation/existence: (Examples: FL corporation, GA limited partnership, KY general partnership, MA limited liability company, individual) Street/P.O Address: City, State, Zip Code: Phone: Facsimile:

2 CONTRACTOR: UNF: By Signature By Signature Name Title Date of Signing Typed or Printed Typed or Printed Name: Shawn Corrigan Asmuth Title: Director, Procurement Services Date of Signing EXHIBIT A TERMS AND CONDITIONS 1. STATUS OF THE PARTIES. CONTRACTOR is an independent contractor and is not an agent, representative or joint venture partner of UNF. CONTRACTOR cannot enter into any contract or commitment on behalf of UNF and is solely responsible for making all payments to and on behalf of its employees, suppliers and subcontractors including those required by law and has no power to obligate or bind UNF or the State of Florida in any manner whatsoever. Neither UNF nor the State of Florida is liable for any debts or other liabilities whatsoever of CONTRACTOR. 2. TERM. This Agreement will commence and expire as of the dates set forth above unless sooner terminated in accordance with the provisions herein. Upon the effective date of any termination or the expiration of this Agreement, CONTRACTOR will immediately discontinue all services under this Agreement, unless UNF expressly consents to a continuation of services. Upon termination, CONTRACTOR will return all copies of UNF data, records, equipment, supplies, or other materials or property belonging to UNF, and CONTRACTOR will deliver to UNF all work in progress, including incomplete work. 3. WARRANTIES. CONTRACTOR warrants and represents to UNF that: A. It has the experience and abilities necessary to perform all required services with a high standard of quality and that: (i) the Services will conform in all material respects with the Scope of Work and any specifications set forth in this Agreement; and (ii) the Services will be provided to UNF on a best efforts basis in a timely, professional and workmanlike manner, and notwithstanding Section 3.B below, with the degree of care and expertise as is standard for the provision of such Services in accordance with industry practices. B. CONTRACTOR s services will be performed in a workmanlike and professional manner and all services, labor, equipment, and materials furnished will be as represented by CONTRACTOR, suitable for UNF s business purposes and in conformance with any performance criteria provided to CONTRACTOR. C. It has the right to enter into and fully perform this Agreement, and no service, equipment, or materials or reports furnished to UNF will in any way infringe upon or violate any applicable law, rule or regulation, any contract with third party or any rights of any third party, including without limitation, rights of patent, trade secret, trademark or copyrights; D. With respect to all individuals CONTRACTOR uses to perform the services required under this Agreement, CONTRACTOR will make all appropriate tax payments and tax withholdings and has verified that such individuals are legally able to work in the United States and that to its best information and belief, its third party subcontractors are making all appropriate tax payments and tax withholdings and has verified that such individuals are legally able to work in the United States; E. It is not utilizing child or illegal immigrant labor, paying unreasonable low wages or maintaining unsafe working conditions with respect to the services it is providing to UNF, and that to its best information and belief, its third party subcontractors are not utilizing child or illegal immigrant labor, paying unreasonable low wages or maintaining unsafe working conditions with respect to the services it is providing; F. It is adequately capitalized and has sufficient reserves to pay all of its subcontractors, employees, suppliers, and other third parties in the ordinary course of its business without regard to or reliance upon the payments to be Page 2 of 5

3 made hereunder by UNF. 4. OBLIGATIONS. A. CONTRACTOR is responsible for the direct control and supervision of CONTRACTOR s employees, agents, subcontractors and suppliers in the performance of the Services. B. CONTRACTOR will be readily accessible personnel to address and resolve any inquiries, concerns or complaints UNF may have about the services to be provided hereunder. C. CONTRACTOR must direct all of its inquiries about the services to be performed hereunder to, and is not entitled to rely upon the authority of any other employee of UNF. D. Except for the authorized UNF officer executing this Agreement, no other UNF employee is authorized to modify or alter any of the requirements set forth herein, and only then upon a writing signed by such authorized UNF officer. 5. TERMINATION. A. Either party may terminate this Agreement if the other party breaches any material term or condition of this Agreement, and fails to cure such breach within thirty (30) days of receiving notice of such breach from the nonbreaching party. B. Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent or otherwise fails to pay its subcontractors, suppliers, or employees in accordance with agreed terms or as required under this Agreement, suffers the filing of a lien or other encumbrance upon the property of the terminating party, becomes a subject of or party to any legal, quasi-legal, or administrative investigation or proceeding relating to its hiring, employment, environmental, or safety practices, or becomes a party to a bankruptcy proceeding that is not dismissed within 60 days. C. UNF may terminate this Agreement for UNF s convenience, provided that upon such termination, UNF shall pay to CONTRACTOR the contract value of the Work performed. 6. INDEMNITY. Unless due solely to the negligence of UNF, CONTRACTOR must defend, indemnify and hold harmless UNF, its subsidiaries, divisions, and affiliates, from all losses including attorneys fees and court costs incurred by, or claims made against, UNF, its subsidiaries, divisions, and affiliates, as a result of CONTRACTOR s performance under this Agreement and/or CONTRACTOR s breach of the representations or warranties herein. This indemnity does not limit any other obligation of CONTRACTOR to indemnify UNF. 7. INSURANCE. CONTRACTOR shall provide evidence of comprehensive general liability insurance with coverage limits of at least $1,000, per occurrence for bodily injury, death and property damage naming The University of North Florida Board of Trustees, The Florida Board of Governors and the State of Florida, their officers, employees and agents as additional insureds by written endorsement. 8. MISCELLANEOUS GOVERNING LAW AND EXCLUSIVE JURISDICTION. The laws of the State of Florida, U.S.A., govern this Agreement without reference to any conflict of law principles. The parties hereby consent to the exclusive jurisdiction and venue of the Circuit Court of Duval County, Florida for the resolution of any disputes hereunder COMPLIANCE WITH LAWS. CONTRACTOR warrants that it will comply with the provisions of the Fair Labor Standards Act, the Occupational Safety and Health Act and all other applicable Executive, federal, state, county and local laws, ordinances, regulations and codes (as adopted or amended from time to time) applicable to CONTRACTOR s performance of the Services under this Agreement. 8.3 NOTICES. Any notices to be given under this Agreement by either party to the other may be effected either by personal delivery in writing or by registered or certified mail, with postage prepaid and return receipts requested. Mail notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this Agreement. However, each party may change the address for receipts of notice by giving written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated at the time of delivery. Mailed notices will be deemed communicated upon receipt, as evidenced in the return receipt. Page 3 of 5

4 8.4. ENTIRE AGREEMENT. This Agreement supersedes any and all agreements, both oral and written, between the parties with respect to the rendering of Services by CONTRACTOR for UNF and contains all of the covenants and agreements between the parties with respect to the rendering of these Services in any manner whatsoever. Each party acknowledges that no representations, by either party, or by any one acting on behalf of either party, unless specifically authorized, and that are not embodied in this Agreement or subsequent Amendment are not part of this Agreement. Any modification of this Agreement will be effective only if it is in writing signed by both parties SEVERABILITY. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way WAIVER. Waiver of a breach of this Agreement shall not constitute waiver of another breach. Failure to enforce a provision of this Agreement does not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement is not be binding unless such waiver is in writing and signed by the waiving party ASSIGNMENT. CONTRACTOR cannot assign this Agreement or any part thereof without the prior written consent of UNF, which consent may be withheld, conditioned or delayed in UNF s sole discretion. No assignment will relieve CONTRACTOR of the responsibility for performance of any obligation under this Agreement. CONTRACTOR may not assign the right to receive payment from UNF to any assistant, employee, subcontractor or supplier. CONTRACTOR is solely responsible for contracting with and making necessary payments to its agents, employees, subcontractors, or suppliers HEADINGS. The headings and captions of this Agreement are inserted for reference convenience and do not define, limit or describe the scope or intent of the terms of the applicable provisions COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be an original, but which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts all of which when taken together shall be considered one and the same agreement. A photocopy of a fully executed counterpart of this Agreement is competent evidence of an original hereof SURVIVAL. The obligations under this Agreement which by their nature would continue beyond the expiration of the term of this Agreement shall survive termination or expiration of this Agreement TIME IS OF THE ESSENCE. Time is of the essence of this Agreement. 9. STATE UNIVERSITY. The University of North Florida is a constituent member of the Florida state university system established under the Constitution of Florida administered by The University of North Florida Board of Trustees, a public body corporate. Notwithstanding anything to the contrary contained herein: (A) Nothing contained in this Agreement shall be construed or interpreted as (1) denying to either party any remedy or defense available to such party under the laws of the State of Florida; (2) the consent of the State of Florida or its agencies, agents or public bodies corporate to be sued; or (3) a waiver of sovereign immunity of the State of Florida, its agencies, agents and public bodies corporate beyond the waiver provided in , Florida Statutes. (B) The parties shall allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received in conjunction with this Agreement. Any failure to so allow shall constitute grounds for the University's termination of this Agreement. IF THE CONTRACTING PARTY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTING PARTY S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT UNF S OFFICE OF THE GENERAL COUNSEL, , generalcounsel@unf.edu, 1 UNF Dr. 1/2100, Jacksonville, FL Page 4 of 5

5 To the extent applicable, (i) the party contracting with UNF will comply with all obligations imposed on contractors set forth in Florida Statutes Section (2)(b), relating to public records, and (ii) the parties will be governed by and comply with the protocol established in Florida Statutes Section (3) for public records requests. (C) Travel expenses are reimbursable only if agreed in writing by University. No travel expense will be paid or reimbursed in excess of the amount permitted by Section , Florida Statutes. (D) Obligations of the University are subject to the availability of funds lawfully appropriated annually for its purposes by the Florida Legislature. (E) Except as expressly stated in this Agreement, the party contracting with the University shall not use the name of the University in media or print advertising without the prior written consent of the University. (F) CONTRACTOR represents and warrants (1) that it has established equal opportunity practices which conform to both the spirit and the letter of all laws against discrimination and prohibits discrimination based on race, creed, color, sex, age, national origin, marital status or religion; (2) it has not been placed on the convicted vendor list by the Department of Management Services, State of Florida, (3) neither it nor any subcontractor or other person, firm or business entity with whom it is engaged in a combined effort to perform this Agreement has hired any person who is an officer or employee of the University of North Florida, and (4) that it will comply with all laws, statutes, rules and regulations which apply to University vendors or contractors. (G) UNF is a tax-exempt entity, exempt from the payment of Florida sales and use taxes. (H) Any provisions contained in this Agreement in conflict with the laws, statutes and regulations of the State of Florida are void and of no effect. 10. PROMPT PAYMENT. Payment of an invoice shall be made not later than forty (40) days after receipt of a proper invoice, receipt of Work at the location set forth on herein, and the inspection, and approval of the Work, except that in the case of a bona fide dispute, the CONTRACTOR shall be notified of the dispute and payment made only for the amount not in dispute. For purposes of determining the date an invoice was received, the UNF will be deemed to have received an invoice on the date on which an invoice in the amounts and price(s) stipulated in the Agreement is first received at the location specified in this Agreement. In cases where the CONTRACTOR invoice is incorrect and the CONTRACTOR is required to furnish a revised invoice, the receipt date of the revised invoice will be used. The UNF will make partial payments to the CONTRACTOR upon partial delivery of services when a request for such partial payment is made by the CONTRACTOR and approved by the UNF s controller. In cases of disputes regarding issues other than invoice amounts, the CONTRACTOR will be contacted, documentation will be maintained as to the date(s) and person(s) contacted. The invoice receipt date will be the date final resolution is reached. Where the specific provisions of federal or state law alter the timeframe for making contractually required payments to the CONTRACTOR, the UNF will process payments to meet the contractual or statutory timeframe. If a check in payment of an invoice is not issued within forty (40) days after receipt of a proper invoice and receipt, inspection and approval of the Work, the UNF will pay to the CONTRACTOR, in addition to the amount of the invoice, an interest penalty at the rate established pursuant to Section 55.03(1), Florida Statutes. Such interest will be calculated on the unpaid balance from the expiration of such 40-day period until such time as the payment is issued to the CONTRACTOR. Any interest penalty in excess of $1.00 will be processed within 15 days after issuing the payment unless there are exigent circumstances. The provisions of this paragraph apply only to undisputed amounts for which payment has been authorized. Invoices must contain the CONTRACTOR s name, FEI number and contract number. CONTRACTOR must have on file with the UNF a complete accurate W-9 or other acceptable form that provides all necessary data to determine 1099 status. Invoices will not be deemed received until CONTRACTOR has supplied all information specified above. Invoices received from the CONTRACTOR shall be for the amount and pricing schedules, if any, set forth in the Agreement unless the CONTRACTOR has received a written change order signed by a UNF officer as set forth herein. A Vendor Ombudsman in the Department of Banking and Finance acts as an advocate for vendors who experience problems in obtaining timely payment. The Vendor Ombudsman may be contacted at or by calling the State Comptroller's Hotline Page 5 of 5