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Mandatory Contract Terms and Conditions  

  Any agreement that comes about as a result of this solicitation will be governed by all of the following Terms and Conditions:
  1. Standard of Performance
    Contractor agrees to perform the services specified under this Agreement with that standard of care, skill and diligence normally provided by a professional organization in the performance of such services.

  2. Supervision
    Contractor shall provide, at all times, adequate and expert supervision for its employees.

  3. Personnel
    1. Contractor agrees that, at all times, the employees of Contractor furnishing or performing any of the services specified under this Agreement shall do so in a proper, workmanlike and dignified manner.
    2. Contractor shall be an equal opportunity employer and shall conform to all Affirmative Action and other applicable requirements. Contractor shall neither discriminate nor permit discrimination in its operations or employment practices against any person or group of persons on the grounds of race, color, religion, national origin, or sex in any manner prohibited by law.
    3. Contractor shall be committed to protecting the rights and dignity of all University students and employees as well as Contractor's own personnel and shall comply with all provisions of the University's Policy Against Sexual Harassment.
    4. The University may, at any time, require the removal and replacement of any of Contractor's employees for good cause.
    5. Contractor shall provide sufficient backup in times of staff shortages.
    6. Every employee and agent of Contractor assigned to duty on the University's premises shall have prominently displayed on his or her person at all times while he or she is on duty an identification badge provided by Contractor and prepared to the University's specifications. Contractor shall require employees who cease for any reason to be assigned to duty on the University's premises to surrender said identification badges.
    7. Contractor shall inform the University of the telephone number of Contractor's Operations Manager.

  4. Changes
    This Agreement shall not be modified, altered or changed except by mutual agreement confirmed in writing by an authorized representative of each party to this Agreement.

  5. Independent Contractor
    All Contractor's employees furnishing services to the University shall be deemed employees solely of Contractor and shall not be deemed for any purposes whatsoever employees or agents of, acting for or on behalf of, the University. Contractor shall perform all services as an independent contractor and shall discharge all its liabilities as such. No acts performed or representations, whether oral or written, made by Contractor with respect to third parties shall be binding on the University.

  6. Termination
    In the event that either party shall fail to maintain or keep in force any of the terms and conditions of this Agreement, the aggrieved party may notify the other party in writing via Certified Mail of such failure and demand that the same be remedied within seven (7) days. Should the defaulting party fail to remedy the same within said period, the other party shall then have the right to terminate this Agreement by giving the other party thirty (30) days written notice. In addition, if at any time a voluntary petition in bankruptcy shall be filed against either party and shall not be dismissed within thirty (30) days, or if either party shall take advantage of any insolvency law, or if a receiver or trustee of any of a party's property shall be appointed and such appointment shall not be vacated within thirty (30) days, the other party shall have the right, in addition to any other rights of whatsoever nature that it may have at law or in equity, to terminate this Agreement by giving thirty (30) days notice in writing of such termination.

  7. Force Majeure
    Contractor shall notify the University promptly of any material delays in performance of specified services and shall specify in writing to the University's Procurement Services Office the proposed revised performance date as soon as practicable after notice of delay. Contractor shall not be liable for delays in performance due to causes beyond its reasonable control, but it will be liable for delays due to its fault or negligence. In the event of any excusable delay the date of performance shall be extended for a period equal to the time lost by reason of such delay on written approval of the University's Procurement Services Office.

  8. Indemnification
    Contractor agrees to indemnify and hold harmless the University and its officers and employees from any claim, damage, liability, injury, expense, or loss, including defense costs and attorney's fees, arising out of contractor's performance under this Agreement or as a consequence of the existence of this Agreement. Accordingly, the University shall notify Contractor promptly in writing of any claim or action brought against the University in connection with this Agreement. On such notification, Contractor shall promptly take over and defend any such claim or action. The University shall have the right and option to be represented in any such claim or action at its own expense.

  9. Presence on the University's Premises
    1. Contractor agrees that all persons working for or on behalf of Contractor whose duties bring them upon the University's premises shall obey the rules and regulations that are established by the University and shall comply with the reasonable directions of the University's officers.
    2. Contractor shall be responsible for the acts of its employees and agents while on the University's premises. Accordingly, Contractor agrees to take all necessary measures to prevent injury and loss to persons or property located on the University's premises. Contractor shall be responsible for all damages to persons or property caused by Contractor or any of its agents or employees. Contractor shall promptly repair, to the specifications of the University, any damage that it, or its employees or agents, may cause to the University's premises or equipment; on Contractor's failure to do so, the University may repair such damage and Contractor shall reimburse the University promptly for the cost of the repair.
    3. Contractor agrees that, in the event of an accident of any kind, Contractor will immediately notify the University's Public Safety Department and thereafter furnish a full written report of such accident.
    4. Contractor shall perform the services contemplated in this Agreement without interfering in any way with the activities of the University's faculty, students, staff or visitors.

  10. Use of University's Facilities
    Contractor and its employees or agents shall have the right to use only those facilities of the University that are necessary to perform services under this Agreement and shall have no right of access to any other facilities of the University.

  11. Surrender of Premises
    On termination or expiration of this Agreement, Contractor shall vacate all parts of the University's premises occupied by it and shall restore same to the University in the same condition as when originally made available to Contractor, reasonable wear and tear excepted. Any renovations made by Contractor shall remain intact and become the property of the University.

  12. Responsibility
    The University shall have no responsibility for, and Contractor specifically releases the University from, any and all claims and liability arising out of the loss of, theft of, disappearance of, or damage to equipment, tools, materials, supplies and other personal property of Contractor or its employees, subcontractors or material men.

  13. Security
    The University shall provide its routine general security patrols and intrusion, theft and fire protection. If Contractor requires additional security, it shall be provided by, or coordinated through, the University's Public Safety Department for which Contractor agrees to pay prevailing charges. No other security staff may be employed by Contractor. Contractor shall follow the University's policies in dealing with improper conduct, and shall report all incidents to the University. Contractor shall not, except in physically dangerous or other emergency situations, summon public emergency agencies except through the University's Public Safety Department.

  14. Access to Records
    Contractor agrees that the University, or any of its duly authorized representatives, at any time during the term of this Agreement, shall have access to, and the right to audit and examine, any pertinent books, documents, papers and records related to Contractor's charges and performance under this Agreement. Such records shall be kept by Contractor for a period of three (3) years after final payment under this Agreement.

  15. Liens
    Contractor shall at all times keep the University free and clear from all liens asserted by any person, firm or corporation for any reason whatsoever, arising from the furnishing of services (whether for services, work or labor performed or materials or equipment furnished) by Contractor pursuant to the terms of this Agreement.

  16. Publicity
    Contractor shall not use, in its external advertising, marketing programs or other promotional efforts, any data, pictures or other representation of the University except on the specific written authorization in advance of the University. Contractor will limit and direct any of its advertising on the University's premises to the University's and student media and bulletin boards, and shall make arrangements for such advertising through the University. Contractor shall not install any signs or other displays within or without the University's premises unless in each instance the prior written approval of the University has been obtained. However, nothing in this clause shall preclude Contractor from listing the University on its routine client list for matters of reference. Any of the contractor's posters, fliers or broadsides intended for distribution are subject to the University's review and approval in advance. Contractor shall refrain from advertising or otherwise soliciting trade from the general public.

  17. Labor Relations
    Contractor agrees to take immediate and reasonable steps to maintain its provision of service under this Agreement in the event of any labor action involving its employees.

  18. Utility Services
    The University shall provide, at its own expense, services at existing outlets (heat, gas, electricity, water and sewer), for the convenience of Contractor. Any modification to existing outlets required or requested by Contractor shall be at Contractor's expense. The University shall maintain utility services and make every reasonable effort to avoid disruption. In the event any utility service must be interrupted for repair or modification, the University shall provide Contractor as much advance notice as possible. In the event of any such interruption or any disruption of utility services, the University shall take reasonable steps to restore them promptly but shall not be responsible for any loss or delay sustained by Contractor resulting from such interruptions from any cause.

  19. Permits and Licenses
    Contractor shall, at its sole expense, procure and keep in effect all necessary permits and licenses required for its performance under this Agreement and shall post or display in a prominent place such permits and/or notices as are required by law.

  20. Taxes
    Contractor shall pay when due all taxes or assessments applicable to Contractor. Contractor shall comply with the provisions of the applicable statutes and the regulations of the applicable taxation authority. The State of Delaware does not have a sales tax.

  21. Services Provided by Others
    This Agreement shall not restrict in any way the University's right to operate or contract with others to operate services similar to those specified in this document in areas other than those specified in this agreement.

  22. Assignment
    Contractor shall not assign or subcontract, in whole or in part, its rights or obligations under this Agreement without prior written consent of the University. Any attempted assignment without said consent shall be void and of no effect.

  23. Notices
    All notices provided for under this Agreement shall be in writing and sent by certified mail, addressed as follows:
         If to the University:
              University of Delaware
              Procurement Services
              222 South Chapel Street
              Newark, Delaware 19716-4750

         If to the Contractor:
              To be determined prior to signing.

  24. Payments
    Payment terms are credit card upon shipment or completion of the work. If credit cards are not accepted, payment terms will be Net 45 for payment made by direct deposit. Discounts for earlier payment will be considered.

  25. Provisions
    1. This Agreement, and all matters or issues collateral to it, shall be governed by, and constituted in accordance with, the law of the State of Delaware.
    2. Contractor will comply with the provisions of the Fair Labor Standards Act and of any other applicable Federal or State laws and regulations, and agrees that any provisions required by such laws and regulations to be included herein shall be deemed to be incorporated by reference.
    3. A waiver by either party of any of the terms or conditions, provision or covenants of this Agreement in any instance shall not be deemed or construed to be a waiver of any such term, condition, provision, or covenant for the future, or of any subsequent breach of same. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and shall not be in limitation of any other right, remedy, undertaking, obligation or agreement of either party.
    4. If any provision of this Agreement, as applied to either party or to any circumstance, shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.
    5. This Agreement may be modified or amended only in writing signed by an officer of Contractor and an authorized representative of the University.

  26. Confidentiality
    Any information provided by the University to the Contractor or which the Contractor acquires through its own efforts in rendering or providing any goods or services under this Agreement, shall be confidential and shall only be released to the Contractor's own personnel and then only to the extent necessary to provide any goods or services required by this Agreement. Such information shall not be released by the Contractor to any other person or organization without the prior written approval of the University. The Contractor must comply with the Federal Trade Commission (FTC) Standards for Safeguarding Customer Data (16 CFR Part 314). In addition, the Contractor shall maintain a comprehensive information security program that contains administrative, technical and physical safeguards of customer information, including financial and other personal identifying information about any University student.