AGREEMENT
This is the record dated ______________ of an Agreement between ___________
________________________ , having its principal place of business at ____________________
__________________ (“Vendor”), and Clarkson University, a New York not-for-profit
educational corporation having its principal administrative office at 8 Clarkson Avenue, PO Box
5563, Potsdam, New York 13676 (the “University”).
1.
Term. The term of this Agreement shall be from the date of its execution
through completion, to the University’s reasonable satisfaction, of the Project described below.
2.
Project Description. Vendor will provide the following goods and/or
service(s) to the University (the “Project”): __________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Any modification to the Project description shall be agreed upon in writing by the parties.
3.
Location. Vendor will perform the Project at the following location(s)
(the “Project Location”): _________________________________________________________
______________________________________________________________________________
4.
Deadlines. Vendor agrees to adhere to the deadlines indicated below:
Date
Milestone
_________
_________
_________
_________
__________________________________________
__________________________________________
__________________________________________
__________________________________________
5.
Fees. The following sets forth an all-inclusive list of the fees payable by
the University with respect to the Project:
______________________________________________________________________________
______________________________________________________________________________
Vendor will invoice University at least monthly and permit the University to make payment
within 30 days from the date of each invoice, unless Vendor and University agree in writing to
different payment terms. To the extent that the University provides Vendor with a proper tax
exemption certificate as authorized or required by statute or regulation of the jurisdiction
providing the tax exemption, Vendor shall exempt the University from the collection of taxes to
the extent warranted by such certificate(s).
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6.
Expenses. Vendor’s fees are inclusive of all expenses incurred by Vendor
in the performance of the Project and the University shall not reimburse Vendor for any such
expenses, except as set forth below:
______________________________________________________________________________
______________________________________________________________________________
7.
Additional Conditions.
a.
Vendor represents and warrants that it is duly licensed (if
applicable) and qualified to engage in the Project. Vendor shall comply with all local, state and
federal laws, codes, regulations and other requirements applicable to the conduct of its
operations and the performance of the Project. Without limiting the foregoing, Vendor warrants
and covenants that all consents, approvals and/or filings required to be obtained from or made
with any governmental or quasi-governmental authority having jurisdiction over Vendor or the
Project shall be timely and fully made.
b.
All services performed by Vendor under this Agreement shall be
rendered in a competent and workmanlike manner. Vendor warrants that the Project performed
under this Agreement shall be free from all deficiencies and defects in materials and/or
workmanship and shall comply with the University’s specifications.
c.
Vendor shall take all measures necessary to protect its employees
and others at the Project Location, and shall maintain a safe, clean, and secure work area.
Vendor is responsible for furnishing its employees with any and all necessary or mandated safety
equipment, including but not limited to ladders, scaffolds, barricades, other fall protection, and
hard hats.
d.
Vendor shall maintain, at its own expense, insurance coverage in
accordance with, and shall otherwise comply with the requirements of, the attached Exhibit A.
8.
Termination.
a.
The University shall have the right to terminate this Agreement for
convenience upon written notice to Vendor. Upon such termination, the University shall be
required to pay only for services already performed and for noncancellable obligations incurred
by Vendor prior to Vendor’s receipt of the University’s notice of cancellation.
b.
Either party may terminate this Agreement upon 30 days’ prior
written notice of a material breach by the other party, unless the breaching party cures the breach
to the reasonable satisfaction of the non-breaching party within such 30 day period.
Notwithstanding the foregoing, the 30 day notice requirement and opportunity to cure shall not
apply under circumstances in which the nature of the breach is such that it poses an imminent
threat to the safety or security of persons or property.
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9.
Force Majeure. In the event a party is unable to perform its obligations
under this Agreement due to Force Majeure, the non-performance shall be excused as long as the
condition constituting the Force Majeure continues. For purposes of this Agreement, “Force
Majeure shall mean fire, earthquake, flood, or act of God; ordinance, law, rule, regulation, or
order; war, riots, or civil commotion; strike or other labor disturbances; or any other act or
condition beyond a party's reasonable control which prevents performance of that party's
obligations under this Agreement.
10.
Relationship of Parties. The parties shall be independent contractors and
not joint venturers, principal and agent, or any other similar relationship. Neither party shall
have, or hold itself out as having, the power or authority to bind or create liability for the other
by its negligent or intentional act or omission.
11.
Indemnification. Vendor shall defend with competent counsel,
indemnify and hold harmless the University and the University’s trustees, officers, employees,
agents and representatives from and against all claims, demands, actions, suits and proceedings
(whether civil, criminal or administrative), and all liability, loss, expense (including reasonable
attorneys’ fees), costs or damages, which are proximately caused by (a) Vendor’s breach of its
obligations under this Agreement, or (b) the intentional or negligent act or omission of Vendor or
any of its officers, directors, employees, agents, representatives or contractors. If such coverage
is issued on a claims-made bases, Vendor shall maintain such coverage in effect for not less than
seven years following completion of the Project or, if coverage is to be discontinued before the
end of the seven year period, shall obtain “tail coverage” meeting the requirements of this
Agreement for the remain duration of such period.
12.
Assignment/Delegation. This Agreement may not be assigned by either
party, nor may either party subcontract or delegate its duties under this Agreement, without the
prior written permission of the other party. Any purported assignment, subcontract or delegation
in contravention of this provision shall be null and void.
13.
Waiver. A waiver of any provision or breach of this Agreement must be
in writing and signed by the party making the waiver in order to be effective and binding. The
waiver of any breach of this Agreement by either party shall not operate or be construed as a
waiver of any subsequent breach. The waiver of any term or condition of this Agreement by
either party shall not operate or be construed as a waiver of any other term or condition.
14.
Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be illegal or unenforceable, the remaining provisions of this Agreement
shall not be affected, and the rights and obligations of the parties shall be construed and enforced
as if the Agreement did not contain the particular provision held to be invalid, unless to do so
would contravene the present valid and legal intent of the parties.
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15.
Notices. All notices provided for in this Agreement shall be in writing
and deemed given if sent prepaid via registered or certified mail, return receipt requested or by
express courier service to a party at its address as first set forth above, or such other address as
either party may designate in writing to the other.
16.
Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of New York State, without regard to principles of
conflicts of law. Jurisdiction of any litigation with respect to this Agreement shall be in New
York, with venue in a state or federal court of competent jurisdiction in St. Lawrence County.
17.
Entire Agreement. This Agreement represents the entire understanding
of the parties with respect to its subject matter, and it supersedes all prior agreements,
understandings or representations, whether oral or written, by either party. No amendment or
modification of this Agreement shall be valid or enforceable unless made in writing and signed
by the parties. Without limiting the foregoing, this Agreement supersedes any terms set forth in
any proposal, invoice or similar document previously or hereafter issued by Vendor.
The parties' consent to this Agreement is indicated by their signatures below.
CLARKSON UNIVERSITY
____________________________
(Print Name of Vendor)
By: __________________________
Name: ________________________
Title: _________________________
By: __________________________
Name: ________________________
Title: _________________________
Clarkson University is an Equal Opportunity, Affirmative Action Employer.
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NON-DISCRIMINATION AND AFFIRMATIVE ACTION POLICY FOR
THE PROJECT
1)
The recipient of State funds represents that its equal employment opportunity
policy statement incorporates, at a minimum, the policies and practices set forth below:
A)
Grantee shall (i) not unlawfully discriminate against employees or
applicant for employment because of race, creed, color, national origin, sex, sexual
orientation, age, disability or marital status, (ii) undertake or continue existing
programs of affirmative action to ensure that Minority Group Members and women are
afforded equal employment opportunities, and (iii) make and document its
conscientious and active efforts to employ and utilize M/WBE’s, Minority Group
Members and women in its workforce on contracts. Such action shall be taken with
reference to, but not limited to, solicitations or advertisements for employment,
recruitment, job assignment, promotion, upgrading, demotion, transfer, layoff or
termination, rates of pay or other forms of compensation, and selection for training or
retraining, including apprenticeship and on-the-job training.
B)
At the request of the AAO, the Grantee shall request each employment
agency, labor union, or authorized representative or workers with whom it has a
collective bargaining or other agreement or understanding, to furnish a written
statement that such employment agency, labor union, or representative does not
unlawfully discriminate, and that such union or representative will affirmatively
cooperate in the implementation of the Grantee’s obligations herein.
2)
The Grantee is encouraged to include minorities and women in any job
opportunities created by the Project; and to solicit and utilize M/WBE firms for any
contractual opportunities generated in connection with the Project.
3)
Grantee represents and warrants that, for the duration of the Agreement, it shall
furnish all information and reports required by the AAO and shall permit access to its
books and records by the Authority, or its designee, for the purpose of ascertaining
compliance with provisions hereof.
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EXHIBIT "A"
CLARKSON UNIVERSITY
INSURANCE REQUIREMENTS
The insurance requirements shall be as set forth below:
1.
Worker's Compensation insurance as required under the laws of the State of
New York.
2.
Disability insurance as required under the laws of the State of New York.
3.
Commercial General Liability, including bodily injury and property damage
insurance, which shall specifically include contractual liability arising out of the
operations performed by the contractor referring to this project, completed
operations,
and products liability with limits as follows:
4.
a.
Bodily injury
i.
$1,000,000 each person
ii.
$1,000,000 each occurrence
iii.
$2,000,000 aggregate
b.
(and) Broad form property damage liability, including coverage for X-C-U
hazards of explosion, collapse and damage to underground property with
limits
as follows:
i.
$1,000,000 each occurrence
ii.
$2,000,000 aggregate
c.
(or) Combined Single Limits
i.
$1,000,000 each occurrence
ii.
$2,000,000 aggregate
Business Automobile liability insurance covering owned, non-owned and hired
vehicles, with limits as follows:
a.
Property damage and bodily injury
i.
$1,000,000 combined single limit
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5.
Umbrella Liability with limits as follows:
a.
$4,000,000 each occurrence
_______________, and Subcontractors not covered by ____________________________
insurance, shall obtain all insurance required by the Contract, as well as that outlined
above, and Certificates of Insurance shall be filed in duplicate with the Rick Managers
Office for transmittal to, and approval by, Clarkson University upon the execution and
delivery of this Contract or prior to commencement of the work, whichever is earlier.
All required insurance policies shall name Clarkson University as an additional
insured and stating named insured is on a primary and non-contributory basis with
respect to the project to which these insurance requirements pertain.
A certified copy of all required insurance policies with evidence of additional
insurance and primary insurance status shall be submitted to the Risk and Property
Management Officer at Clarkson University upon the execution and delivery of this
Contract. Thirty days (30) prior written notice of cancellation of or any changes in any
policy shall be given to Clarkson University by contacting the Risk and Property
Management Officer at Clarkson University.
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