HomeMy WebLinkAboutProperty Management - United Power Systems, Inc.Syst
Payment to Contractor; Schedule of Payments
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The Contractor shall be responsible for the payment of all sales and use taxes required
by law on all materials, products and/or equipment which may be purchased for use in and
which will become part of the Work. County may be exempt from sales and use taxes for
certain Products to be incorporated into the Work. Contractor shall obtain legal advice to
determine how and to what extent the County's tax exemption may be utilized by the
Contractor. County will provide, at Contractor's request, required documentation to assist
Contractor in obtaining any applicable tax exemptions. County shall not be directly or
indirectly responsible for costs of sales and use tax when Contractor fails to obtain any
applicable tax exemption.
4. Term. The term of this Agreement shall begin upon execution hereof and end on
June 30, 2029. The County shall have the option to extend this Agreement for three (3)
consecutive one (1) year terms. The County shall exercise this option by notifying the
Contractor within thirty (30) days of the expiration of the then-current term.
5. Insurance. Contractor specifically acknowledges and reaffirms its responsibility
to obtain and maintain all insurance coverages set forth in Section 10 of the IFB, which is
incorporated herein by reference.
6. Indemnification and Release. Contractor agrees to indemnify and hold harmless
the County, its successors, administrators, board members, commissioners, assigns, attorneys,
insurers, employees, and agents (the “County Releasees”) from and against, and to reimburse
the County Releasees with respect to, any and all claims, demands, causes of action, losses,
damages, liabilities, penalties, assessments, costs, and expenses (including reasonable
attorneys’ fees and other costs and expenses incident to any claim, suit, action or proceeding)
arising out of or resulting from the Work pursuant to this Agreement, including all claims of
third party personal injury and/or property damage, and the business relationship between the
parties, including, without limitation, any and all known or unknown, foreseen or unforeseen,
matured or unmatured claims and the consequences thereof.
Contractor, for and in consideration of the mutual promises contained in this
Agreement, hereby remises, releases and forever discharges the County Releasees, and, by
these presents, does, for its successors, administrators, assigns, heirs, executors, and agents,
remise, completely release and forever discharge the County Releasees, of and from any and all
past, present or future claims, demands, obligations, actions, causes of action, rights, damages,
costs, fees, including attorneys’ fees, expenses and co mpensation of any nature whatsoever,
whether based on a tort, contract, or any other theory of recovery, and whether for
compensatory, statutory, or punitive damages, which Contractor now has, or which may
hereafter accrue or otherwise be acquired, on account of, or in any way growing out of, or in
any way related to any personal injury or property damage, of any kind or sort whatsoever,
arising out of the Work, the Invitation for Bid and response thereto, and this Agreement,
including, without limitation, any and all known or unknown, foreseen or unforeseen, matured
or unmatured claims and the consequences thereof.
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7. Governing Law and Forum Selection. This Agreement shall be governed and
interpreted under the laws of the Commonwealth of Pennsylvania. All claims arising hereunder
shall be filed only in the Court of Common Pleas for the Thirty-Ninth Judicial District of
Pennsylvania-Franklin County Branch.
8. Termination. If either party fails to fulfill in a timely or proper manner its
obligations under this Agreement, or if either party violates any of the covenants or stipulations
of this Agreement, the party injured thereby shall have the right to terminate this Agreeme nt
by providing written notice of such termination and specifying the effective date thereof. No
less than thirty (30) days’ notice shall be provided before the effective date of such termination.
Notwithstanding the foregoing, the County shall have the right to terminate this Agreement for
convenience and/or for nonappropriation upon fourteen (14) days’ written notice to the
Contractor. In the event that the County elects to terminate this Agreement for convenience
prior to Contractor’s completion for the work required hereunder, the Contractor shall be
compensated for all work satisfactorily completed in an amount proportionate to services
actually provided by Contractor.
9. Prevailing Party Attorneys’ Fees. If an action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to
recover, in addition to any other relief, reasonable attorneys' fees, costs and disbursements.
10. Nondiscrimination. In carrying out the terms of this Agreement, both parties
agree not to discriminate against any employee or other person because of gender, ancestry,
age, race, color, sex, religious creed, national origin, marital status, handicap or disability,
sexual orientation or in violation of the Pennsylvania Human Relations Act, federal, state or
local laws. The Contractor and the County shall comply with the Contract Compliance
Regulations of the Pennsylvania Human Relations Commission, any pertinent Executive Order
of the Governor, the Federal Civil Rights Act of 1964, the Multi-Ethnic Placement Act of 1994,
the Small Business Job Protection Act of 1996 and with all other laws, regulations, or directives
prohibiting discrimination in hiring or employment opportunities.
11. Suspension and Debarment.
A. The Contractor certifies that it is not currently under suspension or
debarment by any federal, state or local government or agency, and if the Contractor cannot so
certify, then it agrees to submit a written explanation of why such certification cannot be made.
B. If the Contractor enters into subcontracts or employs under this
Agreement any subcontractors/individuals who are currently suspended or debarred by the
County, Commonwealth or federal government, or who become suspended, or debarred, by
the Commonwealth or federal government during the term of this Agreement, or any extension
or renewals thereof, the County or Commonwealth shall have the right to require the
Contractor to terminate such subcontracts or employment.
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C. The Contractor agrees to reimburse the County or Commonwealth for
the reasonable costs of investigating the Contractor’s compliance with terms of this or any
other Agreement between the Contractor and the County or Commonwealth which result in
the suspension or debarment of the Contractor or its subcontractor. Such costs shall include,
but are not limited to, salaries of the investigators, including overtime, travel and lodging
expenses, and expert witness and documentary fees. The Contractor shall not be responsible
for investigative costs that do not result in the Contractor’s or subcontractor’s suspension or
debarment.
D. The Contractor may obtain the current list of suspended and debarred
contractors by contacting the:
Department of General Services
Office of Chief Counsel
603 North Office Building
Harrisburg, PA 17125
Phone: (717) 763-6472
FAX: (717) 787-9138
12. Licenses and Compliance with Law. The Contractor shall obtain and pay for all
permits, fees, licenses, and inspections required by any government agencies necessary for the
proper performance and completion of the Work. The Contractor shall further comply with all
applicable laws and regulations, whether federal, state or local, with respect to the Work. The
Contractor shall be responsible for the correction of the Work to comply with any said permits,
fees, licenses and inspections and to ensure compliance with law, including, but not limited to,
payment of all costs to such correction.
13. Entire Agreement. This Agreement, including all of the Contract Documents set
forth in Paragraph 2, contains the entire agreement between the parties, and no other
agreements, oral or otherwise, regarding the subject matter of the Agreement shall be deemed
to exist or bind any of the parties.
14. Modification and Amendment. This Agreement shall not be modified except by
a written document signed by the parties hereto.
15. Time. The parties agree that time is of the essence with respect to this
Agreement and the Work.
16. Notices. Notices required hereunder, or any correspondence concerning this
Agreement shall be directed to the following addresses and shall be deemed properly given (a)
if delivered by hand, (b) if sent by certified mail, return receipt requested, postage prepaid, or
by recognized overnight courier service (including, without limitation, Federal Express or United
Parcel Service overnight service), charges prepaid; or (c) if sent by facsimile, with a copy sent by
first class U.S. Mail, postage prepaid.
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(A) If to Contractor
United Power Systems
801 3rd Street
Whitehall, PA 18052
(B) If to County:
County of Franklin, Pennsylvania
272 North Second Street
Chambersburg, PA 17201
Notices and communications hereunder shall be deemed sufficiently given when
dispatched pursuant to the foregoing provisions. Notices and communications delivered by
hand shall be effective upon receipt; notices and communications sent by fax, with a copy by
first class U.S. Mail, shall be effective upon dispatch; notices and communications sent be
recognized overnight courier service shall be effective on the business day following dispatch;
and notices sent by certified mail shall be effective on the third business day following dispatch.
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