ÀÏ°ÄÃÅ×ÊÁÏ

General Terms and Conditions

All financial transactions with the ÀÏ°ÄÃÅ×ÊÁÏ (ÀÏ°ÄÃÅ×ÊÁÏ) are bound by the following general terms and conditions. These terms and conditions may be changed at any time without notice.

Actions of Supplier

The University is under no obligation whatsoever to be bound by the actions of any Supplier with respect to third parties. The Supplier is not a division or agent of the University.

Advertising; Use of University Marks

Supplier shall not advertise or publish information concerning the University including, without limitation, advertising that the University is a customer or client of Supplier and shall not utilize University marks without prior written consent of the University.

Affirmative Action

The ÀÏ°ÄÃÅ×ÊÁÏ and its Suppliers, contractors and subcontractors shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.

The ÀÏ°ÄÃÅ×ÊÁÏ and its Suppliers, contractors and subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.

Assignment Delegation

No right or interest of the University shall be assigned, or delegation of any obligation made by Supplier, without the University's written consent. Any attempted assignment or delegation by Supplier shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph.

Assignment of Anti-Trust Overcharge Claims

The parties recognize that in actual economic practice overcharges resulting from anti-trust violations are in fact borne by the ultimate purchaser. Therefore, Supplier hereby assigns to the University any and all claims for such overcharges.

Automatic Renewal Provisions

Such provisions shall not bind the University.

Compliance with Laws, University Regulations and Policies

Supplier is solely responsible for keeping itself fully informed of and faithfully observing all applicable laws, ordinances and regulations affecting the rights of their employees and shall indemnify, defend, and hold harmless the University, its officers and agents to the full extent of the indemnification set forth elsewhere in the University's Terms & Conditions against all claims of liability arising from or based on any violation thereof.

Supplier's employees, and any other persons in or about the University's premises at the instance or request of Supplier, shall conform to all regulations and policies established by the University to govern the general conduct of persons in or about the University's premises. University Regulations and Policies are available on the University's website at www.unf.edu.

Confidentiality

The University is governed by the Florida Public Records Law, §119, Fla. Stat. The Florida Public Records law imposes restrictions on the University's ability to maintain the confidentiality of agreements and other data not constituting trade secrets. University shall have no liability for the release of Agreements, related documents, correspondence or other materials to a third party if the University, in its reasonable discretion, determines that such release is required by the Florida Public Records Law provided, however, that as to any materials identified as confidential, the University will endeavor to provide Supplier five days advance written notice of its intended release of such materials.

Defective Item(s)

Supplier must agree to replace, free of charge, all defective items delivered. All transportation and delivery charges associated with the return and replacement of items will be borne by Supplier.

Deliveries

Unless otherwise mutually agreed upon, deliveries shall be F.O.B. ÀÏ°ÄÃÅ×ÊÁÏ (destination). Delivery by the Supplier to a common carrier will not constitute delivery to the University.

Dispute Resolution

Absent a separate written agreement so providing, the University does not consent to binding arbitration or binding mediation of disputes arising pursuant to, or in connection with, work for/with the University. Disputes involving monetary claims of $200,000 or less may, at the sole option of the University, be conducted pursuant to the Administrative Procedures Act, §120 Fla. Stat. All other disputes shall be adjudicated by the state courts of Florida.

Drug Free Workplace

Neither Supplier nor any employee of the Supplier shall engage in the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance in conducting any activity conducted on ÀÏ°ÄÃÅ×ÊÁÏ property. The University reserves the right to request a copy of the Supplier's Drug Free Workplace Policy. The Supplier further agrees to insert a provision substantially the same as this statement in any and all subcontracts permitted for the performance of the work.

Electronic and Information Technology Accessibility Compliance

Supplier represents that all electronic materials are and shall be accessible in compliance with

1. Sections 504 and 508 of the Rehabilitation Act of 1973 and the Americans with Disabilities Act, as amended,
2. meet or exceed the requirements of the Web Content Accessibility Guidelines (WCAG) 2.0 Level AA developed by the World Wide Web Consortium (W3C), and
3. any other applicable technical standards required by law for Title II entities.

Information regarding ADA web accessibility can be found on the ÀÏ°ÄÃÅ×ÊÁÏ ADA Compliance Office website: /adacompliance/web/accessibility.html

Employment of Undocumented Workers

Supplier shall comply with any applicable law prohibiting the employment of undocumented aliens.

E-Verify

Supplier certifies that it is registered with and uses the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Supplier during the performance of work for the University as required by Pursuant to . If Supplier enters into a contract with a subcontractor to provide work or services in performance of work for the University, Supplier shall likewise require the subcontractor to comply with the requirements of §448.095, Fla. Stat.. The University reserves the right to require proof of compliance and may immediately terminate relationship with Supplier, including pending orders and/or agreements, upon written notice to Supplier for any violation of this provision.  

Federal, State and Local Taxes, Licenses and Permits

Supplier is solely responsible for complying with all applicable laws, rules, regulations, and ordinances (including, but not limited to those on taxes, licenses and permits). Supplier must demonstrate that it is duly licensed by any regulatory body governing its performance and, prior to the commencement of an order or agreement, the Supplier shall be prepared to provide evidence of such licensing as may be requested by the University. Supplier shall, at no expense to the University, procure and keep in force during the entire period of work for/with University all such permits and licenses.

Supplier agrees to comply, and to require all subcontractors to comply, with all the provisions of all applicable sales and use tax laws. Supplier further agrees to indemnify and hold harmless the University from any and all claims and demands made against it by virtue of the failure of the Supplier, or any subcontractors, to comply with the provisions of any and all said laws. The University is exempt from state sales, excise and use taxes.

Governing Law

All business with University shall be construed in accordance with and governed by the substantive laws of the State of Florida without regard to conflict of laws principles.

Gratuities

The University may, by written notice to the Supplier, cancel orders or agreements if it is discovered by the University that gratuities in the form of entertainment, gifts, loans, rewards, promises of future employment, favors or services were offered, or given, by the Supplier or any agent or representative of the Supplier, to any officer or employee of the University with a view toward securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such orders or agreements. In the event an order or agreement is canceled by the University pursuant to this provision, the University shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Supplier in providing such gratuities.

Human Trafficking

Supplier attests, warrants, and represents under penalties of perjury, that Supplier does not use coercion for labor or services as these italicized terms are defined by Section 787.06, Florida Statutes. If, at any time in the future, Supplier does use coercion for labor or services, Supplier will immediately notify ÀÏ°ÄÃÅ×ÊÁÏ and ÀÏ°ÄÃÅ×ÊÁÏ may terminate this Agreement and no further contracts will be executed, renewed, or extended between the parties.

Indemnification/Hold Harmless

Supplier shall indemnify, defend, and hold harmless the University, the University's Board of Trustees, the Florida Board of Governors and the State of their officers, agents, and employees, ("Indemnified Parties") from and against any and all claims, demands, suits, actions, proceedings, loss, cost, and damages of every kind and description, including attorneys' fees and/or litigation expenses, which may be brought, or made against or incurred, on account of loss of or damage to, any property or for injuries to, or death, of any person caused by, arising out of, or contributed to, in whole or in part, by reasons of any act, omission, professional error, breach of contract, fault, mistake, or negligence of Supplier, its employees, agents, representatives, or subcontractors, their employees, agents, or representatives, in connection with or incident to the performance of its operations or services. Supplier's obligation under this provision shall not extend to any liability caused by the sole negligence of the University or its officers, agents, and employees. Such indemnification shall specifically include infringement claims made against any and all intellectual property supplied by Supplier and third-party infringement under the Agreement.

The University does not indemnify or hold the Supplier harmless from loss, damage, injury or otherwise that Supplier suffers arising in connection with products or services provided to the University. The University does not agree to enlarge the scope of the waiver of sovereign immunity provided in §768.28, Fla. Stat.

Independent Contractor

Supplier is an independent contractor and not an agent, employee, partner, joint venture or representative of the University and neither Supplier nor any of its employees, officers or agents shall hold themselves out as such. Neither Supplier nor the University has the authority to bind the other to any third party or to otherwise act in any way as the representative of the other, unless Supplier and the University expressly agree otherwise in a writing signed by both parties. Supplier or, as applicable, the parties with whom Supplier contracts shall bear and be solely responsible for and indemnify, defend, and hold harmless ÀÏ°ÄÃÅ×ÊÁÏ from and against

1. paying all wages (including overtime pay), benefits and other compensation to which their employees may be entitled to receive and
2. withholding, reporting and paying all applicable payroll taxes and contributions, including without limitation federal, state and local income taxes, social security taxes, employment and unemployment compensation taxes, Medicare and workers' compensation.

The University shall not withhold any taxes in connection with the compensation paid to Supplier in relation to their performance. Such payments shall be the sole responsibility of Supplier or, as applicable, the parties with whom Supplier contracts and Vendor agrees to file all required forms and make all required payments appropriate to each employee's tax status when and as they become due. Supplier or, as applicable, the parties with whom Supplier contracts shall bear the cost of, and be solely responsible for, and indemnify, defend, and hold harmless ÀÏ°ÄÃÅ×ÊÁÏ from and against obtaining and maintaining all necessary insurance coverage and benefits for each employee including, without limitation, workers' compensation, health, disability, general liability and other insurance and benefits to which such employees may be entitled. Supplier or, as applicable, the third parties with whom Supplier contracts are solely responsible for and indemnify, defend, and hold harmless ÀÏ°ÄÃÅ×ÊÁÏ from and against payments related to any retirement benefits or other welfare or pension benefits to which its employees are entitled. None of the employees are entitled to neither participate in any of the benefits provided to University employees (including additional pay or time off for University holidays or vacations) nor in any employee benefit plans, arrangements or distributions of the University. Supplier shall be responsible for providing Supplier's own insurance coverage to protect Supplier from any claims made against Supplier by employees, including those that may arise from the goods or services rendered pursuant to work for/with the University.

Insolvency

The University shall have the right to terminate any order or agreement at any time in the event Supplier: files a petition in bankruptcy; is adjudicated bankrupt; if a petition in bankruptcy is filed against Supplier and not discharged within 30 days; becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law; or if a receiver is appointed for Supplier or its business.

Inspection; Audit; Document Retention

Supplier agrees to maintain at its place of business records, books, account information and related materials relevant to ÀÏ°ÄÃÅ×ÊÁÏ transactions. The University, the Auditor General of the State of Florida, any of their authorized representatives and/or representatives of any ÀÏ°ÄÃÅ×ÊÁÏ cognizant agency, will have the right, upon reasonable notice to inspect such materials or obtain copies thereof, whether by their own representatives or by certified public accountants, during reasonable business hours and in a manner that does not disrupt the Supplier's business operations. Supplier agrees to retain any documents relevant to ÀÏ°ÄÃÅ×ÊÁÏ transactions for a period of at least three years after the final payment or termination of work with ÀÏ°ÄÃÅ×ÊÁÏ. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is completed or the dispute resolved. Supplier's invoices for payment or other compensation shall be submitted in detail sufficient for proper pre-audit and post-audit review. Supplier agrees to include this provision in any contract it has with any subcontractor, consultant or agent whose services will be charged directly or indirectly to ÀÏ°ÄÃÅ×ÊÁÏ.

Insurance Requirements

Supplier shall purchase insurance from, and maintain with, a company or companies lawfully authorized to do business in Florida and acceptable to the University. Please review the required Minimum Standards for Insurance.

Intellectual Property

If, under the Agreement, Vendor is creating and/or supplying to ÀÏ°ÄÃÅ×ÊÁÏ Intellectual Property, as defined hereinafter, the following section applies:

1. “Intellectual Property” means all works, including literary works, including new course outlines, objectives and content, and self studies, pictorial, graphic and sculptural works, architectural works, works of visual art, and any other work that may be the subject matter of copyright protection, advertising and marketing concepts; trademarks, designs, logos, service marks, trade dress, trade names, information; data; formulas; designs; models; drawings, computer programs, including all documentation, related listings, design specifications, and flowcharts, trade secrets; and any inventions, including all processes, machines, manufactures and compositions of matter and any other invention that may be the subject matter of patent protection; and all statutory protection obtained or obtainable thereon. Supplier acknowledges that the work product produced, upon its creation, is a “Work-made-for-hire” as that term is defined in the Copyright Act of 1976. If it should be determined that this work cannot constitute a “Work-made-for-hire”, then Supplier hereby assigns to ÀÏ°ÄÃÅ×ÊÁÏ all worldwide right, title and interest in and to Intellectual Property created, made, conceived, reduced to practice or authored by Supplier, or any persons provided by Supplier either solely or jointly with others, in connection with the performance of the agreement or with the use of information, materials or facilities of ÀÏ°ÄÃÅ×ÊÁÏ received by Supplier during the term of the agreement. ÀÏ°ÄÃÅ×ÊÁÏ shall be free to make, have made, use, offer for sale, sell, modify, translate, or import products utilizing the Intellectual Property assigned to ÀÏ°ÄÃÅ×ÊÁÏ.
2. Supplier must promptly disclose to ÀÏ°ÄÃÅ×ÊÁÏ all Intellectual Property created by Supplier during the Term of the Agreement.
3. Supplier must execute or cause to be executed, all documents and perform such acts as may be necessary, useful or convenient to secure or enforce for ÀÏ°ÄÃÅ×ÊÁÏ statutory protection including, patent, trademark, trade secret or copyright protection throughout the world for all Intellectual Property assigned to ÀÏ°ÄÃÅ×ÊÁÏ pursuant to this Section. In addition, any Intellectual Property, which qualifies as a work made for hire under the US Copyright laws, must be a work for hire and are owned by ÀÏ°ÄÃÅ×ÊÁÏ. D. Supplier retains ownership of all Intellectual Property made and clearly documented as having been made solely by Supplier prior to the date of the agreement.

Labor Disputes

Supplier shall give prompt notice to the University of any actual or potential labor dispute which delays or may delay performance.

Legislative Appropriation

Financial obligations of the University are subject to the availability of funds lawfully appropriated annually for its purposes by the Florida Legislature. Orders or agreements may be cancelled without further obligation on the part of the University in the event that appropriations are not sufficient to assure full performance of its financial obligations. Supplier shall be notified in writing of such non-appropriation or other loss of funding at the earliest opportunity.

Liens

Each Supplier shall keep the University free and clear from all liens asserted by any person or entity for any reason arising out of the furnishing of services or materials by or to the Supplier.

Modifications

Any Agreement between Supplier and University can be modified or rescinded only by a writing signed by either parties or their duly authorized agents.

No Replacement of Defective Tender

Every tender of goods must fully comply with all provisions of an order or agreement as to the time of delivery, quantity and the like. A tender that does not fully conform shall constitute a breach and Supplier shall not have the right to substitute a conforming tender.

No Waiver of Right by the University

No waiver by University of any breach of the provisions of an order or agreement by the Supplier shall in any way be construed to be a waiver of any future breach or bar the University's right to insist on strict performance of the provisions of said order or agreement.

Non-Discrimination Equal Opportunity and Diversity Statement

The ÀÏ°ÄÃÅ×ÊÁÏ is committed to providing an inclusive and welcoming environment for all who interact in our community. ÀÏ°ÄÃÅ×ÊÁÏ and the Supplier prohibit and will prohibit discrimination based on age, race, color, creed, religion, ancestry, disability, national origin, citizenship status in employment for those authorized to work in the United States, sex, gender identity, gender expression, sexual orientation, marital status, genetic information, AIDS/HIV status, sickle cell trait, veteran status, and any other basis protected by federal, state, or local law. ÀÏ°ÄÃÅ×ÊÁÏ and the Supplier are individually responsible for their compliance with applicable laws, regulations, and policies, including but not limited to those prohibiting discrimination, harassment, retaliation, and sexual misconduct.

Parking

Supplier shall obtain all parking permits and/or decals that may be required while conducting business or performing project work on University premises. Supplier should visit http://www.unf.edu/parking for additional information.

Payment Terms

ÀÏ°ÄÃÅ×ÊÁÏ's preferred method of payment is via Procurement Card (PCard) or ACH/Direct Deposit. Payment by PCard is the fastest method of payment with payment made at the point of order or shipment. For payments made by ACH or check, unless otherwise specified or agreed, the University shall remit Supplier's payment within 40 days after receipt of an acceptable invoice, inspection, and acceptance of the goods and/or services.

Protection of Property

Supplier shall at all times guard against damage or loss to the property of the University, or of others or Supplier, and shall be held responsible for replacing or repairing any such loss or damage. The University may withhold payment or make such deductions as deemed necessary to insure reimbursement or replacement for loss or damage to property through negligence of the Supplier or their agents.

Public Entity Crime

A person or affiliate who has been placed on the convicted list by the Department of Management Services, State of Florida, may not submit a proposal on a contract to provide any goods or services, including construction, repairs or leases, and may not be awarded or perform work as a Vendor, Supplier, Subcontractor or Consultant for the University for a period of 36 months from the date of being placed on the convicted list. A "person" or "affiliate" includes any natural person or any entity, including predecessor or successor entities or any entity under the control of any natural person, who is active in its management and who has been convicted of a public entity crime (ÀÏ°ÄÃÅ×ÊÁÏ Regulation 13.0010R).

Remedies and Applicable Law

All disputes shall be governed by, and construed in accordance with, the laws of the State of Florida and the regulations of the Florida Board of Governors and the University. The University and Supplier shall have all remedies afforded each by said law. The venue of any action or litigation commenced to enforce the Agreement is Duval County, Florida.

Right of Inspection

The University has the right to inspect the goods at delivery before accepting them.

Right of Offset

The University shall be entitled to offset against any sums due the Supplier, any expenses or costs incurred by the University or damages assessed by the University concerning the Supplier's non-conforming performance or failure to perform or any other debt owing the University including expenses, costs and damages.

Severability

If any provision of a University order or agreement is determined to be invalid or unenforceable, such determination shall not affect, impair or invalidate the remainder of the order or Agreement.

Sexual Harassment

Federal law and the regulations and/or policies of the University prohibit sexual harassment of University employees or students or other persons on the University campus. Sexual harassment includes any unwelcome sexual advance, any request for a sexual favor or any other verbal or physical conduct of a sexual nature that is so pervasive as to create a hostile or offensive working environment for University employees, or a hostile or offensive academic environment for University students. University Suppliers, subcontractors and suppliers are required to exercise control over their employees so as to prevent acts of sexual harassment of University employees and students. The employer of any person who the University, in its reasonable judgment, determines has committed an act of sexual harassment agrees to remove such person from University premises, and take action as may be reasonably necessary to cause the sexual harassment to cease. Supplier shall protect and indemnify the University, its officers and agents to the full extent of the indemnification set forth in the University's Terms & Conditions against any claims of liability arising from or based on any actual or alleged sexual harassment by Supplier, its subcontractors, suppliers, their employees and agents.

Shipment under Reservation Prohibited

Supplier is not authorized to ship goods under reservation and no tender of a bill of lading will operate as a tender of the goods.

Small Business

The University is an equal opportunity institution and, as such, encourages the use of small businesses, including women and minority-owned small businesses, in the provision of goods and services. Supplier shall use good faith efforts to ensure opportunities are available to small businesses, including women and minority-owned businesses.

Smoking Policy

The act of smoking is prohibited on University controlled properties. Please review the University's Policy: Smoke-Free Campus

Stop Work Order

The University may at any time, by written order to the Supplier, require the Supplier to stop all or any part of the work called for in an order or agreement for a period of 90 days after the order is delivered to the Supplier and for any further period to which the parties may agree. The order shall be specifically identified as a Stop Work Order issued under this provision. Upon receipt of the order, the Supplier shall immediately comply with its terms and take all reasonable steps to minimize the incidence of costs allocable to the work covered by the order during the period of work stoppage. If a Stop Work Order issued under this provision is canceled or the period of the order or any extension expires, the Supplier shall resume work. The University shall make an equitable adjustment in the delivery schedule or order/agreement price, or both, and the order/agreement shall be amended in writing accordingly.

Survival

The obligations under University an order or agreement which, by their nature, would continue beyond the expiration of the term of that document shall survive termination, expiration or cancellation of it.

Suspension or Debarment

The University may by written notice to the Supplier, immediately terminate an order or agreement if the University determines that the Supplier has been debarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity including, but limited to, being disapproved as a subcontractor Supplier of any public procurement unit or other governmental body.

Sustainability Preferences

The University supports the acquisition and use of products that will minimize any negative environmental impacts of our work. In order to facilitate a healthy market in recycled products, all parties involved in the procurement and utilization of materials should engage in both waste recycling and the initial purchase of products containing recycled content. It is in the interest of public health, safety and welfare, and the conservation of energy and natural resources, to use and promote environmentally responsible products as well as energy efficient fixtures, appliances and mechanical equipment used in new construction and retrofit of University facilities.

Termination for Convenience

The University reserves the right to terminate orders or agreements, in whole or part, at any time when in the best interests of the University without penalty or cause. Upon receipt of the written notice, the Supplier shall immediately stop all work as directed in the notice, notify all subcontractors of the effective date of the termination and minimize all further costs to the University. In the event of termination under this provision, all documents, data and reports prepared by the Supplier shall become the property of and delivered to the University. The Supplier shall be entitled to receive just and equitable compensation for work in progress, work completed and materials accepted before the effective date of termination. Such compensation shall be the Supplier's sole remedy against the University in the event of termination under this provision. Supplier acknowledges and agrees that receipt of just and equitable compensation for work in progress, work completed and materials accepted before the effective date of termination by University for convenience constitutes fair and adequate consideration and mutuality of obligation.

Termination for Default

The University reserves the right to terminate orders or agreements, in whole or in part, due to

1. the failure of the Supplier to comply with any term or conditions of the Agreement including, without limitation, any breach of a warranty or representation or
2. the failure of the Supplier to make reasonably satisfactory progress in performance.

The University shall provide written notice of the termination stating grounds for the termination to the Supplier. Upon termination under this provision, all goods, materials, documents, data and reports prepared by the Supplier shall become the property of, and be delivered to, the University on demand. The University may, procure, on terms and in the manner that it deems appropriate, materials or services to replace those not provided. The Supplier shall be liable to the University for any excess costs incurred by the University in re-procuring the materials or services, together with reasonable attorney's fees and costs associated with the collection of such excess costs.

Title Risk of Loss

The title and risk of loss of the goods shall not pass to University until University actually receives the goods at the point, or points of delivery.

Travel Expenses

Travel expenses are reimbursable to Supplier only if a University Purchase Order, contract or agreement provides that the Supplier's fee for services is not all-inclusive and that the University will fund such travel in addition to the Supplier's fee. Where travel is reimbursable, Supplier agrees to complete a travel authorization form prior to traveling and to submit bills for any travel expenses in accordance with §112.061, Fla. Stat. No travel expenses will be paid to, or for the benefit of, any individual in excess of the amount permitted by §112.061, Fla. Stat.

Supplier to Package Goods

Supplier will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows:

1. Supplier's name and address,
2. consignee's name, address and purchase order number;
3. container number and total number of containers, e.g. box 1 of 4 boxes and
4. the number of the container bearing the packing slip.

Supplier shall bear cost of packaging unless otherwise provided.

Additional Terms and Conditions Related to Solicitation Process

In addition to the University's General Terms & Conditions, the following provisions apply to solicitation related processes and the agreements/financial transactions that may result from said process.

Certification

By signature on the "Proposal Certification" form, the Supplier certifies that the submission of the proposal did not involve collusion or other anti-competitive practices. The Supplier  has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with the submitted proposal. In addition, Supplier certifies whether or not an employee of the University has, or whose relative has, a substantial interest in any Agreement subsequent to this solicitation, Supplier also certifies their status with regard to debarment or suspension by any federal entity.

Failure to provide a valid signature affirming the stipulations required by this clause shall result in the rejection of the submitted proposal and, if applicable, any resulting Agreement. Signing the certification with a false statement shall void the proposal and, if applicable, any resulting Agreement. Any resulting Agreement may be subject to legal remedies provided by law. Supplier agrees to promote and offer to the University only those services and/or materials as stated in and allowed for under resulting Agreement(s).

Conflict of Interest

Any award is subject to the provisions of §112, Fla. Stat. Supplier  must disclose with the proposal the name of any officer, director or agent of Supplier who is, or whose spouse or child is, an employee of the University. Further, all Supplier must disclose the name of any University employee who owns, directly or indirectly, an interest of 5 percent or more in the Supplier's firm or any of its branches.

Force Majeure

Neither University nor Supplier shall be responsible for any losses resulting if the fulfillment of any terms or provisions of the resultant Agreement are delayed or prevented by any cause not within the control of the party whose performance is interfered with and which, by the exercise of reasonable diligence, said party is unable to prevent.

Furnish and Install

The items specified in a solicitation should be provided on a furnished and installed basis. The Supplier shall have the complete responsibility for the items or system until it is in place and working. Any special installation preparation and requirements must be submitted to the University. All transportation and coordination arrangements will be the responsibility of the Supplier. Delivery of equipment will be coordinated so that items or systems will be delivered directly to the installation site. This effort will minimize risk of damage and avoid double handling.

Incorporation of Sections of Solicitation

The provisions of the University's Terms & Conditions, Information for Bidders and Specifications will be incorporated and made part of any resultant Agreement.

In the event of a conflict between any provisions contained in any of the documents governing the solicitation process, the following shall be the order of precedence: Agreement, Best and Final Offer, Addenda to solicitation.

No Limitation of Liability; Mutuality of Remedies

The University does not consent to any limitation of the liability of the Supplier for injury, loss or damage arising in connection with any Agreement, any breach of an Agreement or any breach of any representation or warranty by Supplier. The University does not consent to limitations on the amount of money damages or to limitations on its right to recovery special, incidental, indirect, consequential or exemplary damages when proven. Nothing in the resultant Agreement shall be construed to deny Supplier or the University any remedy available to either under the laws of the State of Florida.

Ownership of Documents

All drawings, maps, sketches, documents, records, programs, database, reports and other data developed or purchased by the University, shall be and remains property of the University without restriction, reservation or qualifications. The Supplier may retain copies necessary for record-keeping documentation. All materials and products produced shall be provided to the University upon expiration of any resultant Agreement.

Prior Course of Dealings

No trade usage, prior course of dealings or course of performance under other agreements shall be a part of any agreement resulting from the solicitation in progress; nor shall such trade usage, prior course of dealing or course of performance be used in the interpretation or construction of such resulting Agreement.

Public Records

All proposal information submitted and opened becomes subject to the Public Law set forth in §119, Fla. Stat. The resultant Agreement may be unilaterally canceled for refusal by Supplier to allow public access to all documents, papers, letters or other materials subject to the provisions of §119, Fla. Stat. and made or received by the Vendor in conjunction with the 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 AN ÀÏ°ÄÃÅ×ÊÁÏ CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT ÀÏ°ÄÃÅ×ÊÁÏ'S OFFICE OF THE GENERAL COUNSEL, 904-620-2828, KSTONE@ÀÏ°ÄÃÅ×ÊÁÏ.EDU, 1 ÀÏ°ÄÃÅ×ÊÁÏ DRIVE, JACKSONVILLE, FLORIDA 32224.

To the extent applicable,

1. the party contracting with ÀÏ°ÄÃÅ×ÊÁÏ will comply with all obligations imposed on contractors set forth in Florida Statutes Section 119.0701(2)(b), relating to public records, and
2. the parties will be governed by and comply with the protocol established in Florida Statutes Section 119.0701(3) for public records requests.

Referencing of Orders

For each order issued against an Agreement resulting from a solicitation process, the University intends to reference that solicitation for pricing, terms and conditions, delivery location and other particulars. However, in the event the University fails to do so, the University's right to such terms and conditions and particulars shall not be affected and no liability of any kind or amount shall accrue to the University.

Representations and Warranties

In addition to any implied warranties, Supplier represents and warrants:

The goods furnished will conform to the specifications, drawings and descriptions listed in the solicitation response and to the sample, or samples, furnished by the Supplier, if any. In the event of a conflict between the specifications, drawings and descriptions, the specifications shall govern.

All personnel engaged in the performance of the resultant Agreement shall be qualified to perform the services rendered and shall be properly licensed and otherwise authorized to do so under all applicable laws.

All information and documentation supplied by Supplier to the University in the solicitation in true and correct and Supplier has not failed to disclose any matter which, if known to the University, would disqualify Supplier from participation in the solicitation.

Specifications: Brand Name or Acceptable Alternate

Where in solicitation specifications reference is made to materials, trade names, catalog numbers or articles of certain manufacture, it is done for the sole purpose of establishing a basis of a comparable standard of quality, performance and characteristics desired. It is not intended to limit or restrict competition. It shall be understood that such method of specification description is not intended to exclude other processes, similar designs or kinds of materials, but is intended solely as a means of establishing a standard of comparison to be utilized for solicitation evaluation purposes. Other material or product may be used, if in the sole opinion of the University, they are equal in durability, quality and of a design in harmony with the intent of these specifications. Such other material or product which is substantially equivalent to those specific brand(s) specified shall qualify for solicitation evaluation and award consideration by the University. The University reserves the right to reject any substitute material or product which, in its opinion, does not meet the standard of quality established by reference in these specifications and is not considered an acceptable alternate for the intended use and purpose. The burden of proof as to meeting the requirements of these specifications shall be the responsibility of the submitting Supplier. Such proposer(s) who is/are offering any material or product other than the item(s) specified herein must submit with their solicitation response catalog cuts and detailed specifications which will completely describe the item(s) on which they are offering for an acceptable alternate determination by the University. Where the Supplier proposes to substitute a material or product which is not known to the University, he/she shall be prepared to submit samples on request for the University's inspection and evaluation. The cost of transportation, both ways, of such samples shall be borne by the submitting proposer.

Tie

If two equal responses to a bid/solicitation are received and no preference exists, or where after application of the preference, the two responses are still equal in every respect (including quality, price, delivery, references, etc…), the University will use a toss of a coin to select the successful response.