Vendor’s Resellers as Related to This Agreement Vendor’s Named Resellers (“Resellers”) under this Agreement shall comply with all terms and conditions of this agreement and all addenda or incorporated documents. All actions related to sales by Authorized Vendor’s Resellers under this Agreement are the responsibility of the awarded Vendor. If Resellers fail to report sales to TIPS under your Agreement, the awarded Vendor is responsible for their contractual failures and shall be billed for the fees. The awarded Vendor may then recover the fees from their named reseller. Support Requirements If there is a dispute between the awarded Vendor and TIPS Member, TIPS or its representatives may, at TIPS sole discretion, assist in conflict resolution if requested by either party. TIPS, or its representatives, reserves the right to inspect any project and audit the awarded Vendor’s TIPS project files, documentation and correspondence related to the requesting TIPS Member’s order. If there are confidentiality requirements by either party, TIPS shall comply to the extent permitted by law. Incorporation of Solicitation The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals, the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the Vendor’s response to same and all associated documents and forms made part of the solicitation process, including any addenda, are hereby incorporated by reference into this Agreement as if copied verbatim. SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. STATUTORY REQUIREMENTS Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec. 2270. By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and does not and will not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at xxxxx://xxxxxxxxxxx.xxxxx.xxx/purchasing/docs/foreign-terrorist.pdf You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor’s letterhead from and signed by an authorized representative of the Vendor stating the non-compliance decision and the TIPS Agreement number and description at: Attention: General Counsel ESC Region 8/The Interlocal Purchasing System (TIPS) 0000 Xxxxxxx 000 Xxxxx Xxxxxxxxx, XX,00000 And by an email sent to xxxx@xxxx-xxx.xxx Insurance Requirements The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders: General Liability $1,000,000 each Occurrence/ Aggregate Automobile Liability $300,000 Includes owned, hired & non-owned Workers' Compensation Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. Umbrella Liability $1,000,000 When the Vendor or its subcontractors are liable for any damages or claims, the Vendor’s policy, when the Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried by the Member. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Vendor(s). Insurance shall be written by a carrier with an A-; VII or better rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor’s required minimum coverage shall not be suspended, voided, cancelled, non-renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. Special Terms and Conditions • Orders: All Vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips- xxx.xxx. Should a TIPS Member send an order directly to the Vendor, it is the Vendor’s responsibility to forward a copy of the order to TIPS at the email above within 3 business days and confirm its receipt with TIPS. • Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase directly from the Vendor or through another agreement, when the Member has requested using the TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. • Order Confirmation: All TIPS Member Agreement orders are approved daily by TIPS and sent to the Vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3 business days. • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when effective. TIPS shall be notified when prices change in accordance with the award.
Environmental constraints and management Describe or cross refer to environmental constraints applicable to the Contractor’s plan and his activities on the Affected Property and how they should be managed. Include here or cross refer to an Annexure to the Service Information. The Contractor shall comply with the environmental criteria and constraints stated in Annexure
MODELDOCUMEN In consideration of and conditioned upon the payment of the final payment as set forth above, Contractor hereby unconditionally releases and forever discharges Princeton University and its officers, directors, agents and representatives, and Princeton University’s premises and property, from all claims and causes of action, and all mechanics’ and materialmen’s liens, construction liens and other liens, that now or that in the future may be owned, claimed or asserted by Contractor against Princeton University, or the aforesaid land and improvements (including personal property related thereto), arising out of or in connection with the performance of the said Contract and all amendments thereto. As additional consideration for the final payment, Contractor agrees, to the fullest extent permitted by law, to indemnify and hold harmless Princeton University from and against all costs, losses, damages, claims, causes of action, judgments and expenses, including attorney’s fees, arising out of or in connection with any claims or causes of action for payment or any liens asserted against Princeton University, or the aforesaid land and improvements (including personal property related thereto), which arise out of the performance of the work under the Contract and which may be asserted by the Contractor or any of its subcontractors, sub-subcontractors or materialmen of any tier thereof. As additional consideration for the final payment aforementioned, Contractor hereby unconditionally releases and forever discharges Princeton University from all claims for payment and all other claims and causes of action of every nature, known or unknown, arising out of or in connection with the performance of the said Contract. This release and discharge shall not apply to claims that Contractor may have against Princeton University for contribution or indemnity (if any) based upon third party claims asserted against Contractor for personal injury or damage to property asserted after the date hereof. Contractor further declares that it has made proper payment of all monies due to all of its employees, subcontractors and suppliers of labor, materials, and/or equipment, and agrees to indemnify and hold Princeton University harmless from any claim or demand it might suffer by reason of failure of this certification. The foregoing shall not relieve Contractor of its obligations under the provisions of said Contract, as amended, which by nature survive completion of the Work including without limitation, warranties, guarantees, and indemnities. Given under our hand and seal this date: by /Form signed and dated by Contractor/ EXHIBIT D - SUBCONTRACTOR’S FINAL RELEASE AND CERTIFICATE OF FINAL PAYMENT With reference to Subcontract No. as amended, by and between (“Subcontractor”) and _ (“Contractor”) for work for the construction of (the “Project”), the undersigned Subcontractor hereby certifies and represents that conditioned upon full payments of the sum of $ (the “final payment”) pursuant to Subcontractor Application for Payment No. _ dated _ in the amount of $ it has made full payment of all costs, charges and expenses incurred by it or on its behalf for work, labor, services, materials and equipment supplied to the foregoing premises and/or used in connection with its work under said Subcontract. The undersigned Subcontractor further certifies that to its best knowledge and belief, each of its subcontractors and materialmen has made full payment of all costs, charges and expenses incurred by them or on their behalf for work, labor, services, materials and equipment supplied to the foregoing premises and/or used by them in connection with the Subcontractor’s work under said Subcontract. Prior to the date of this Release, the Undersigned further certifies that it has received payments from the Contractor which total $ _. In consideration for the payment of the final payment as set forth above, the Subcontractor hereby unconditionally releases and forever discharges Princeton University and the Contractor and their affiliates and their respective officers, directors, agents, and representatives and Princeton University’s premises and property from all claims, causes of action, liens and obligations of every nature arising out of or in connection with the performance of the said Subcontract and all amendments thereto. This release and discharge shall not apply to claims that Subcontractor may have against Princeton University or Contractor for contribution or indemnity (if any) based upon third party claims asserted against Subcontractor for personal injury or damage to property asserted after the date hereof.
Compliance with this Agreement The Purchaser shall have performed and complied with all of its agreements and conditions set forth or contemplated herein that are required to be performed or complied with by the Purchaser on or before the Closing Date.
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NOW THIS AGREEMENT WITNESSES Definitions
WAGES AND RELATED MATTERS 4.0 RATES OF PAY
Relation to other International Agreements 1. The Parties affirm their existing rights and obligations with respect to each other under the WTO Agreement and any other agreements related to trade to which the Parties are party (1).
THE ACADEMY 2.1 The Company will establish and maintain, and carry on or provide for the carrying on of the Academy in accordance with the Master Agreement and this Agreement.
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