Dallas College Sample Contract/Agreement - General Terms, Conditions and Requirements

​​​​​​​​​​​​​Dallas College Sample Contract/Agreement - General Terms, Conditions and Requirements (DOCX - 73KB)

DALLAS COLLEGE SAMPLE CONTRACT/AGREEMENT

For

[RFP NAME]

REFERENCE NO. [RFP #]

By and Between

DALLAS COLLEGE

And

(Fill in Contractor Name)

[TITLE]
AGREEMENT

1. This agreement ("Agreement") is entered into by and between DALLAS COLLEGE and the contractor named below ("Contractor") and establishes the requirements, terms, conditions and consideration under which [SERVICES DEFINED] (“Services”) as specified herein.​
   
2. The contract documents ("Contract Documents") consist of this Agreement, and the following attachments: TBD.
3. In providing the Services, Contractor shall, as specified herein, have the exclusive right to operate Services in designated areas throughout Dallas College​​​​.
4. Unless sooner terminated as provided in the General Terms and Conditions, the term of this Agreement is effective as of the date of execution by both parties for a period of TERM.
5. Dallas College and Contractor acknowledge and agree, with regards to the matters covered hereunder, this Agreement is the complete Agreement and supersedes and replaces all prior agreements and understandings.
6. If any provision of this Agreement shall be held invalid for any reason, then such provision shall be severed from the remaining provisions of this Agreement and shall not affect the validity or enforceability of the other provisions of this Agreement, unless the invalidity of any such provision deprives any party of the economic benefit intended to be conferred by this Agreement.
   
7. Any waiver by either party of any provision of this Agreement shall not imply a subsequent waiver of that or any other provision, and any failure to enforce strict performance of any provision of this Agreement shall not be construed as a waiver or relinquishment to enforce strict performance of such provision on any future occasion.
8. While there is no requirement for participation by Minority or Woman Owned Businesses as Subcontractors, throughout the term of this Agreement, on a monthly basis, and in a format provided by Dallas College, Contractor shall report to Dallas College's designated representative, the type and dollar amount of participation by certified Minority and Woman Owned Businesses, if any.
9. As applicable, in accordance with the Laws of the State of Texas, the obligation of Dallas College created by this Agreement is a commitment by Dallas College of funds in its current budget. Dallas College will exercise its best efforts to obtain and appropriate funds for subsequent budget periods, if any. Accordingly, Dallas College​ reserves the right to terminate this Agreement at the end of any applicable budget period if funds are not available for the subsequent period.
10. Both Contractor and Dallas College acknowledge that both parties were given an equal opportunity to negotiate the terms and conditions of this Agreement and agree that the identity of the drafter of this Agreement is not relevant to any interpretation of the terms, conditions and requirements of this Agreement.
11. Except as otherwise specifically provided in this Agreement, all remedies set forth in this Agreement shall be in addition to all other remedies available under this Agreement or at law or in equity.
    
12. Contractor and Dallas College agree that this Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original and shall be deemed to be signed by an authorized representative of Contractor and of Dallas College.
13. This Agreement shall be construed in accordance with the laws of the State of Texas, and exclusive venue shall lie in Dallas County, Texas.
14. This Agreement, is made and entered into this ______day of ____________, 20__, by and between​
    
    

GENERAL TERMS, CONDITIONS AND REQUIREMENTS

1. TERM OF AGREEMENT
   1. This Agreement shall apply and remain in effect for the term indicated in the Agreement, unless sooner terminated as provided herein.
2. GENERAL
   1. Each party represents, warrants, and covenants the following:

      a. Its execution, delivery, and performance of this Agreement do not violate the terms of any law, regulation, court order or material agreement to which such party is subject;

      b. Each party shall comply with applicable laws, statutes, regulations and ordinances; and

      c. This Agreement is a valid and binding obligation of the representing party, enforceable against such party in accordance with its terms.

   2. Contractor represents, warrants, and covenants to Dallas College the following:

      a. All Services provided will comply with the provisions of this Agreement and installation will be of professional quality by skilled workers in accordance with the standards set forth in this Agreement or, in the absence thereof, as a minimum in accordance with industry standards and practices;

      b. Contractor and its employees and any authorized Subcontractors shall be qualified with suitable training, experience and skill, and shall have all rights, certifications, permits and licenses necessary to fulfill their obligations under this Agreement;

      c. Contractor shall, as provided herein, use all reasonable efforts to avoid the disruption of normal operations of Dallas College;
      

      d. Contractor shall not infringe, misappropriate, or violate any third-party rights, including, without limitation, property or contractual rights, nondisclosure obligations, trademark rights, copyrights, patent rights or other proprietary rights;

      e. Contractor shall maintain appropriate backup, contingency and remedial plans necessary to ensure Contractor's continued performance under the Agreement;

      f. Contractor, upon the written request of Dallas College, shall deliver to Dallas College its most current financial statements or annual report as prepared by or for Contractor, or its parent company, in the ordinary course of its business;

      g. Contractor shall at all times maintain financial and other resources sufficient to permit Contractor to perform its obligations hereunder and pay its debts generally as they become due and to provide the products and/or Services specified herein. When reasonably requested by Dallas College, Contractor shall provide evidence of compliance with such requirement;
      

      h. If, for any reason, including adverse financial conditions, Contractor suspects or discovers that Contractor shall not be able to perform its obligations hereunder, Contractor shall immediately notify Dallas College in writing. This notification must include a detailed description of the problem, the causes of the problem and a plan to resolve the problem. All such plans are subject to Dallas College's prior written approval and submission of such a plan shall not relieve Contractor of its obligations under this Agreement and shall not preclude any remedies available to Dallas College hereunder;

      i. Contractor does not have and will not permit any labor or materialman's liens or judgments of any kind against the Services and agrees that this Agreement, or any interest therein shall not be assigned for the purpose of financing the Services or any portion thereof without the prior written approval of Dallas College. Prior to final payment(s) by Dallas College to Contractor for Services provided under this Agreement, Contractor shall provide, when applicable, Dallas College with waiver(s) of lien in a form satisfactory to Dallas College;

   3. Where this Agreement specifies a time for the performance of Contractor's obligations, time is of the essence in such performance.
   4. In the performance of its obligations under this Agreement, both parties shall act fairly and in good faith. Where notice, approval, or similar action by either party hereto is permitted or required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld.
   5. A business day ("Business Day") means any day, Monday through Friday excluding Dallas College's holidays of any given week or portion thereof. A calendar day ("Calendar Day") means every day of any given month or portion thereof. Regular business hours ("Business Hours") means the time during which Dallas College facilities are open for business during Standard or Daylight Savings Time on any Business Day at the Service Site.
   6. Contractor shall take and require its Subcontractors to take reasonable precautions and institute procedures designed to promote safety, avoid accidents and prevent injury to persons or property at Dallas College Sites.
   7. In entering into this Agreement, Dallas College is relying in good faith on representations and statements of fact made by Contractor. During the term of this Agreement, should any such representation or statement of fact be discovered to be untrue, Dallas College may exercise the remedies as provided herein.
   8. Any written document submitted to Dallas College by Contractor in connection with this Agreement, including but not limited to, invoices, packages, shipping notices, or instruction manuals, shall reference, as applicable, the purchase order number and/or Agreement reference number.
   9. The cost of Services, includes all materials, supplies, machinery, Equipment, tools, supervision, labor, insurance, and transportation required to provide the products and/or Services.
   10. CONTRACTOR SHALL VERIFY AND SCHEDULE WITH COLLEGE'S REPRESENTATIVE(S) THE TIMES WHEN SERVICES ARE TO BE PROVIDED.
3. RELATIONSHIP / PERSONNEL
   1. This Agreement shall not be construed as creating an employee/employer, agency, partnership, or joint venture relationship between Contractor (or any of its agents or employees) and Dallas College.
   2. Neither party shall have the authority to make any agreements on behalf of the other party.
   3. Each party shall have the obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all work to be performed by such party under this Agreement. Each party shall pay all wages, salaries, insurance, employee benefit programs, and taxes applicable to their employees and its performance under this Agreement.
   4. Neither party shall be liable for the acts or omissions of the other party's employees and agents in performing their respective obligations under this Agreement, or otherwise.
   5. Contractor shall throughout the term of this Agreement provide skilled personnel, adequate in number, as required to efficiently and effectively provide the Services to be provided hereunder.
   6. In providing Services, Contractor's and its Subcontractor's employees shall be respectful and courteous to all persons with whom they come in contact as may arise under this Agreement and shall observe reasonable standards of appearance and hygiene.
   7. Contractor agrees to immediately replace any of Contractor's employee(s) or agent(s), including but not limited to permitted Subcontractors or their employee(s) or agent(s), performing Services or providing products under this Agreement when such employee(s) or agent(s) are reasonably found unsatisfactory by Dallas College.
4. SUBCONTRACTING
   1. In performing its obligations under this Agreement, Contractor may engage subcontractors and other third parties ("Subcontractor(s)") only in accordance with, and as specifically permitted by, this Agreement. Contractor shall notify Dallas College in writing of its intent to engage a Subcontractor. The engagement of a Subcontractor by Contractor shall be subject to Dallas College's prior written consent, which shall not be unreasonably withheld and shall not relieve Contractor of any of its obligations under this Agreement. Contractor shall be liable for all acts and omissions of Subcontractors and their employees, agents, officers, directors, representatives and affiliates. Contractor agrees to immediately replace any Subcontractor performing Services or providing products under this Agreement when such Subcontractor or its employee(s) or agent(s) are reasonably found unsatisfactory by Dallas College.
   2. Contractor shall require that all Subcontractors shall, as a condition to their engagement, agree to be bound by provisions comparable to those included in this Agreement, specifically those relating to the indemnification of Dallas College's security, insurance requirements, qualifications of employees, compliance with laws and regulations, ownership of work product, and compliance with policies and procedures of Dallas College​.
   3. At the request of Dallas College, Contractor shall provide Dallas College with a copy of any contracts by or with Subcontractors providing Services under this Agreement.
5. INVOICING/PAYMENT/TAXES
   1. As applicable, Contractor shall on a monthly basis submit an invoice to the Dallas College. The invoice shall show the applicable charges for the Service. Payment of such invoice shall be paid within thirty (30) calendar days from receipt of the invoice, or in accordance with Texas Government code 2251, and provided that that the invoice is accurate and references the correct purchase order number (if applicable).
   2. As a political subdivision of the State of Texas, Dallas College hereby certifies it is exempt from the payment of property, sales, use, franchise, excise or other taxes for property or Services purchased for its use.
6. SECURITY
   1. Contractor understands that Dallas College and its campuses operate under various laws and federal regulatory agencies that are unique to the education industry. As such, persons engaged by Contractor to provide products and/or Services under this Agreement are held to a higher standard of conduct and scrutiny than in other industries or business enterprises and may be required to complete training related to the various laws and federal compliance requirements. Contractor understands and acknowledges that its employee(s) ("Employee(s)") shall possess appropriate character, disposition and honesty conducive to the environment where products and/or Services are provided under this Agreement. Contractor shall, to the extent permitted by law, exercise reasonable and prudent efforts to comply with the security provisions of this Agreement.
      
   2. Contractor shall not knowingly permit an Employee(s) to have access to the premises, records or data, or to engage in the conduct of the affairs of Dallas College when such Employee(s) has been convicted of a crime or has agreed to or entered into a pretrial diversion or similar program in connection with a felony criminal offense; or uses illegal drugs.
   3. Upon written request from the Dallas College, Contractor shall provide evidence of Contractor's actions to comply with the above provisions for its Employee(s).
   4. The Dallas College may require a specific type of criminal history check and fingerprinting for employees of Contractor and or subcontractor that are routinely in the immediate presence of and close proximity of minors. Contractor shall be required to pay for criminal background checks and fingerprinting. Upon written request from  Dallas College, Contractor shall provide evidence of Contractor’s actions to comply with the above provisions for its Employees.
   5. Contractor shall observe Dallas College​'s standard procedures and security practices established for locations where Equipment is provided and or Services are provided under this Agreement.
   6. Contractor shall require its Subcontractors that perform work under this Agreement, as a condition to their engagement by Contractor, to agree to be bound to the extent permitted by law by provisions substantially identical to the security provisions and obligations set forth in this Agreement.
7. NONDISCRIMINATION
   1. Dallas College is an equal opportunity employer and does not discriminate in awarding contracts or employment of persons because of their race, color, creed, religion, national origin, sex, sexual orientation age, or handicap status. Dallas College requires companies with which it conducts business to be equal opportunity employers and comply with all applicable federal, state and municipal laws and regulations regarding contracting and employment practices.
8. TERMINATION
   1. ​In the event of a dispute, prior to giving notice of termination as provided herein, both parties agree to exercise reasonable and prudent efforts to prevent or cure any conditions that could give rise to termination of this Agreement.
   2. Contractor shall have the right to terminate this Agreement at any time on giving written notice to Dallas College at least ninety (90) calendar days prior to the date of termination. Except as otherwise provided herein, such termination shall be without further liability or cost to Contractor beyond the date of termination of this Agreement.
   3. Dallas College​ shall have the right to terminate this Agreement in part or in whole without cause at any time by giving thirty (30) days written notice to Contractor. In the event of such termination, the amount of damages would be determined based on the current inventory of paper, toner and supplies Contractor has previously delivered to Dallas College and negotiated at the time of cancellation. In addition, Dallas College would still be obligated to Contractor for payment of any undisputed invoices that were not paid prior to the termination.
   4. Either party to this Agreement may, by giving written notice to the other party, terminate this Agreement without giving the party an opportunity to cure, if the party:

      a. Becomes insolvent, or generally unable to pay its debts as they become due, or shall become the subject of a bankruptcy, conservatorship, receivership or similar proceeding, or shall make a general assignment for the benefit of its creditors;

      b. Commits a fraudulent or criminal act against the other party, or in the case of Contractor, or any of its Employees, agents, or Subcontractors, against Dallas College​; or

      c. Shall have failed to fulfill their obligations hereunder, or has made a material representation herein which, when made, shall have been untrue.

   5. Termination of this Agreement shall not negate any other remedies available in law or equity to either party.
   6. All provisions of this Agreement and related obligations concerning indemnification, security, examination/audit, refunds confidentiality, representations and warranties shall survive the termination of this Agreement.
   7. I​n the event of contract termination, Dallas College reserves the right to enter into an agreement for completion of the unexpired term of the agreement with the next most qualified Company responding to this bid invitation.
   8. Dallas College may terminate this Agreement at the end of any fiscal year in the event of a formal non-appropriation of funds related specifically to this Agreement. Dallas College shall exercise its best efforts to assure funding is available throughout the term of this Agreement.
   9. Providing Dallas College is in compliance of its obligations hereunder and upon giving or receipt of notice of expiration or termination, unless otherwise requested by Dallas College, Contractor will continue to provide Service through the effective date of expiration or termination. Further, as applicable, Contractor agrees to cooperate with Dallas College to effectuate the transition of the Services to another company designated by the Dallas College and to wind up the business in an orderly manner. On or prior to the date of expiration or termination of the Agreement, Contractor will deliver to Dallas College all reports and other information related to the operational aspects of the Service provided by Contractor.
9. DAMAGES
   1. IN NO EVENT SHALL CONTRACTOR BE LIABLE TO OWNER OR OWNER LIABLE TO CONTRACTOR FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES OR LOST PROFITS OR FOR ANY LOSS DUE TO MISUSE OR ABUSE OF THE EQUIPMENT BY OWNER OR ANY THIRD PARTY, OR ANY EVENT BEYOND THE CONTROL OF CONTRACTOR OR OWNER RESPECTIVELY. However, the limitations on indirect, incidental or consequential damages set forth in this Section shall not apply to, or in any way limit, Contractor's indemnity obligations under this Agreement.
   2. If either party employs an attorney or commences legal or arbitral proceedings to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover from the other, reasonable costs incurred in connection with such enforcement, including, but not limited to, attorneys' fees and costs of investigation, litigation, mediation, or arbitration.
10. INDEMNIFICATION
    1. Contractor shall indemnify, defend, and hold harmless Dallas College and its trustees, officers, directors, employees, agents, successors and permitted assigns from and against any and all claims made, or asserted, or threatened, and all related losses, expenses, damages, costs and liabilities, including reasonable attorneys' fees and expenses incurred in investigation or defense, arising out of or related to the following:

       a. Any act or omission, or alleged act or omission, by Contractor, its Employees and agents or any Subcontractor engaged by Contractor in the performance of Contractor's obligations under this Agreement or otherwise;

       b. Any material breach in a representation, covenant, warranty or obligation of Contractor contained in this Agreement or otherwise;

       c. Contractor's relationship with its Employees, agents or Subcontractors or its capacity as an employer.

11. RETENTION OF RECORDS/AUDIT
    1. For a period of not less than two years after the termination of this Agreement, Contractor shall maintain, in a single, reasonably accessible location approved by Dallas College, all material data, files and records pertaining to its performance under this Agreement and to charges and costs paid or payable by Dallas College under this Agreement, including, without limitation, all related contracts and insurance files.
    2. During the term of this Agreement and during the two-year period following the termination of this Agreement, all of Contractor's data, files and records referenced in the above Section of this Agreement may be inspected, audited and copied by Dallas College, its duly authorized agents, representatives or employees or by federal or state agencies having jurisdiction over Dallas College, at such reasonable times as Dallas College may determine.
12. INSURANCE
    1. General Requirements

       a. Contractor shall provide all insurance specified herein and shall maintain such insurance throughout the term of this agreement.

       b. Subcontractors shall provide and maintain throughout the time Subcontractor is providing Work under this Agreement, the insurance as required in herein.

       c. The insurance must be obtained from a company or companies acceptable to the Dallas College and licensed to transact business in the State of Texas, and have a minimum financial security rating by A.M. Best of “A-“or better, or the equivalent from any other rating system.

       d. The insurance specified herein is the minimum requirement. In the event Contractor or any Subcontractor has or obtains insurance coverage in amounts in excess of those required herein, such additional insurance coverage shall also insure to the benefit of Dallas College.

    2. Coverage Requirement Levels for Contractor and Subcontractor(s)

       a. Minimum insurance coverage to be provided by Contractor:

       TYPE OF COVERAGE	LIMITS OF LIABILITY
       1. Worker's Compensation (part a)	Statutory - $1,000,000 each accident.
       2. Employers Liability	$1,000,000 each occurrence
       3. Commercial General Liability
       a. Bodily Injury	$1,000,000 each person; $1,000,000 each occurrence
       b. Property Damage	$1,000,000 each occurrence; $1,000,000 aggregate
       4. Comprehensive Vehicle Liability
       a. Bodily Injury	$1,000,000 each person; $1,000,000 each occurrence
       b. Property Damage	$1,000,000 each occurrence
       5. Umbrella Liability	$5,000,000 each occurrence; $5,000,000 aggregate

13. ROUTINE COMMUNICATIONS
    1. All routine, operational communications relating to the day-to-day operations, excluding routine telephone conversations, shall be in writing and delivered by United States mail, or other acceptable carrier, postage prepaid to the applicable addresses and Representative(s) as named from time to time during the term of this Agreement.
14. NOTICES
    1. All notices concerning interpretation, change or breach of this Agreement required or provided for under this Agreement shall be given to the parties in writing as follows: (a) by registered or certified United States mail, return receipt requested and postage prepaid to the applicable addresses and persons listed herein, or to such other addresses and persons as the parties may substitute by written notice given in the manner prescribed in this Notices Section; (b) by hand delivery, including courier service delivery, to such addresses; or (c) by facsimile machine transmission.
    2. Such notices shall be deemed to have been duly given either three Business Days after the date of mailing as described above, or one day after being given to an express courier, or when facsimile transmission has been confirmed received.
15. ASSIGNMENT
    1. Neither party may assign this Agreement or any of the rights or obligations under this Agreement without the prior written consent of the other party, and any such attempted assignment shall be void.
    2. Subject to the provisions on Assignment set forth herein, this Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and assigns. Except as specifically set forth in this Agreement, the parties do not intend the benefits of this Agreement to inure to any third party, and nothing contained herein shall be construed as creating any right, claim or cause of action in favor of any such third party, against either of the parties hereto.
16. FORCE MAJEURE
    1. The performance of either party's obligations will be suspended to the extent and for the length of time that the party is prevented from performing by acts of nature, fires, governmental actions, changes in the Order(s) for Equipment or Installation requirements which directly contribute to a delay, or other events beyond its reasonable control.
17. CHANGES TO THE AGREEMENT
    1. This Agreement may not be modified, waived or amended unless mutually agreed to in writing by the persons who executed this Agreement or their replacements or designees.
18. MISCELLANEOUS
    1. All Section headings in this document are for convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement.