九色堂

The parties agree that the following provisions are hereby incorporated into the agreement in which this attachment is incorporated and made a part thereof (the 鈥淎greement鈥�):

 

1. Terms Herein Controlling Provisions:  It is expressly agreed that the terms of each and every provision in this attachment shall prevail and control over the terms of any other conflicting provision in the Agreement and any other document relating to and a part of the Agreement.  Any terms that conflict or could be interpreted to conflict with this attachment are nullified.

 

2. Kansas Law and Venue:  The Agreement shall be subject to, governed by, and construed according to the laws of the State of Kansas, and jurisdiction and venue of any suit in connection with the Agreement shall reside only in courts located in Sedgwick County, Kansas.

 

3. Termination Due to Lack of Funding Appropriation:  If sufficient funds are not appropriated to continue the function performed in the Agreement and for the payment of the charges hereunder, the University may terminate the Agreement at the end of its current fiscal year.  The University agrees to give written notice of termination to contractor at least 30 days prior to the end of its current fiscal year, and shall give such notice for a greater period prior to the end of such fiscal year as may be provided in this contract, except that such notice shall not be required prior to 90 days before the end of such fiscal year.  Contractor shall have the right, at the end of such fiscal year, to take possession of any equipment provided under any contract for which it has not been paid.  The University will pay to the contractor all regular contractual payments incurred through the end of such fiscal year, plus contractual charges incidental to the return of any such equipment.  Upon termination of the Agreement by the University, title to any such equipment shall revert to Contractor at the end of the University鈥檚 current fiscal year.  The termination of the contract pursuant to this paragraph shall not cause any penalty to be charged to the agency or the contractor.

 

4. Disclaimer of Liability:  No provision of this contract will be given effect that attempts to require the State of Kansas or the University to defend, hold harmless, or indemnify any contractor or third party for any acts or omissions. The liability of the State of Kansas and the University is defined under the Kansas Tort Claims Act (K.S.A. 75-6101, et seq.).

 

5. Anti-Discrimination Clause:  Contractor agrees: (a) to comply with the Kansas Act Against Discrimination (K.S.A. 44-1001, et seq.) and the Kansas Age Discrimination in Employment Act (K.S.A. 44-1111, et seq.) and the applicable provisions of the Americans With Disabilities Act (42 U.S.C. 12101, et seq.) (ADA), and Kansas Executive Order No. 19-02,  and to not discriminate against any person because of race, color, gender, sexual orientation, gender identity or expression, religion, national origin, ancestry, age, military or veteran status, disability status, marital or family status, genetic information, or political affiliation that is unrelated to the person's ability to reasonably perform the duties of a particular job or position; (b) to include in all solicitations or advertisements for employees, the phrase "equal opportunity employer"; (c) to comply with the reporting requirements set out at K.S.A. 44-1031 and K.S.A. 44-1116; (d) to include those provisions in every subcontract or purchase order so that they are binding upon such subcontractor or vendor; (e) that a failure to comply with the reporting requirements of (c) above or if the contractor is found guilty of any violation of such acts by the Kansas Human Rights Commission, such violation shall constitute a breach of contract and the Agreement may be cancelled, terminated or suspended, in whole or in part, by the contracting state agency or the Kansas Department of Administration; (f) if it is determined that the Contractor has violated applicable provisions of ADA, such violation shall constitute a breach of contract and the Agreement may be cancelled, terminated or suspended, in whole or in part, by the University or the Kansas Department of Administration. 

 

 

 

6. Acceptance:  The Agreement shall not be considered accepted, approved or otherwise effective until the statutorily required approvals and certifications have been given, including, but not limited to the signature of an authorized representative of the University, as defined in University policy.

 

7. Arbitration, Damages and Warranties:  Notwithstanding any language to the contrary, no interpretation of this contract shall find that the State or the University have agreed to binding arbitration, or the payment of damages or penalties. Further, the University does not agree to pay attorney fees, costs, or late payment charges beyond those available under the Kansas Prompt Payment Act (K.S.A. 75-6403), and no provision will be given effect that attempts to exclude, modify, disclaim or otherwise attempt to limit any damages available to the University at law, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

 

8. Representative's Authority to Contract:  By signing this contract, the representative of Contractor thereby represents that such person is duly authorized by Contractor to execute this contract on behalf of Contractor and that Contractor agrees to be bound by the provisions thereof.

 

9. Responsibility for Taxes:  The State of Kansas and the University shall not be responsible for, nor indemnify a Contractor for, any federal, state or local taxes which may be imposed or levied upon the subject matter of this contract.

 

10. Insurance:  The University shall not be required to purchase any insurance against loss or damage to property or any other subject matter relating to this contract, nor shall this contract require it to establish a "self-insurance" fund to protect against any such loss or damage.  Subject to the provisions of the Kansas Tort Claims Act (K.S.A. 75-6101, et seq.), Contractor shall bear the risk of any loss or damage to any property in which Contractor holds title.

 

11. Information:  No provision of this contract shall be construed as limiting the State of Kansas Legislative Division of Post Audit from having access to information pursuant to K.S.A. 46-1101, et seq.

 

12. Confidentiality: As a state agency, the University鈥檚 contracts are generally public records.  Accordingly, no provision of this contract shall restrict the University鈥檚 ability to produce this contract and/or any corresponding documents in response to a lawful request or from otherwise complying with the Kansas Open Records Act (K.S.A. 45-215, et seq.).

 

13. The Eleventh Amendment:  The Eleventh Amendment is an inherent and incumbent protection with the State of Kansas and need not be reserved, but prudence requires the State and the University to reiterate that nothing related to this contract shall be deemed a waiver of the Eleventh Amendment.

 

14. Campaign Contributions / Lobbying:  Funds provided through a grant award or contract shall not be given or received in exchange for the making of a campaign contribution.  No part of the funds provided through this contract shall be used to influence or attempt to influence an officer or employee of the University or any State of Kansas agency or a member of the Legislature regarding any pending legislation or the awarding, extension, continuation, renewal, amendment or modification of any government contract, grant, loan, or cooperative agreement. 

 

15. Privacy of Student Records:  Contractor understands that the University is subject to the Family Educational Rights and Privacy Act (20 U.S.C. 搂 1232g) (FERPA) and agrees to handle any student education records it receives pursuant to the contract in a manner that enables the University to be compliant with FERPA and its regulations. Contractor agrees to protect the privacy of student data and educational records in a commercially reasonable manner and shall not transmit, share, or disclose any data about a student without the student's written consent, except to other University officials who seek the information within the context of his/her professionally assigned responsibilities and used within the context of official University business.  Contractor shall promptly report to the University any request for or improper disclosure of University鈥檚 student educational records. 

 

16. Export Control:  Contractor agree to comply with all U.S. Laws relating to the transfer, export, or re-export of technology and technical data, as defined in the export controls under the International Traffic in Arms Regulations (ITAR) 22 Code of Federal Regulations Parts 120-130 or the Export Administration Regulations (EAR) 15 Code of Federal Regulations Parts 730-774. The release of information to any employee or other person, who is not a U.S. Citizen or permanent resident, as well as to corporations or to any other entity, organization, or group that is not incorporated or otherwise organized to do business in the United States may require advanced written authorization from the appropriate U.S. agency.  Contractor shall notify University in writing prior to disclosure of any technical data or other items subject to EAR or ITAR and identify the export controlled items at issue and the applicable categories and subcategories of the United States Munitions List and/or Export Control Classification Number(s).  University reserves the right to decline to accept any items or information controlled under ITAR or EAR.

 

17. Certification:  Contractor certifies that to the best of its knowledge neither it nor any of their principals are presently debarred, suspended, proposed for debarment, the subject of an indictment involving the criminal statutes enumerated in 22 Code of Federal Regulations 搂 120.6, or otherwise declared ineligible for the award of contracts by any Federal agency.  Contractor shall provide immediate written notice to the University if at any time it learns that this certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

 

18. Facility Access:  To the extent Contractor is required to be on the University鈥檚 premises in the performance of any contract, Contractor and its representatives will adhere to the University鈥檚 reasonable safety and security policies and procedures, and will use commercially reasonable efforts not to interfere with the University鈥檚 regular operations.  Contractor further agrees to, upon request, include the University as an additional insured on its general liability insurance policy on a primary and non-contributory basis and provide the University with a certificate of insurance.

 

19. Accounts Receivable Set-Off Program:  If during the course of this contract Contractor is found to owe a debt to the State of Kansas, University payments to Contractor may be intercepted / set-off by the State of Kansas as set forth by law. Notice of the setoff action will be provided to Contractor. Pursuant to K.S.A. 75-6201, et seq., Contractor shall have the opportunity to challenge the validity of the debt. If the debt is undisputed, Contractor shall credit the University鈥檚 account showing payment has been made in an amount equal to the funds intercepted. K.S.A. 75-6201, et seq. allows the Director of Accounts and Reports to set off University payments to Contractor against debts owed by Contractor to the State of Kansas. Payments set off in this manner constitute lawful payment for services or goods received. Contractor benefits fully from the payment because its obligation to the State of Kansas is reduced by the amount subject to setoff.

 

20. Sexual Harassment and Retaliation Prohibited: In accordance with Kansas Executive Order 18-04, 九色堂 has policies prohibiting sexual harassment, discrimination, and retaliation. These policies provide for confidentiality and anonymous reporting. To view these policies or to make a report of sexual harassment, discrimination, or retaliation, please visit /about/policy/ch_03/ch3_06.php.

 

21. Electronic Signature:  The parties agree that the contract may be signed with electronic signatures. If an electronic signature is used, the parties agree that it is the legally binding equivalent to the signing party鈥檚 handwritten signature. Whenever either party executes an electronic signature on the contract, it has the same validity and meaning as a handwritten signature. The parties agree that neither party will, at any time in the future, repudiate the meaning of an electronic signature or claim that an electronic signature is not legally binding.

 

22. Defend Trade Secrets Act:  Notwithstanding any confidentiality obligations set forth in the Agreement and any other confidentiality provision or document relating to the Agreement, Contractor understands that, pursuant to the Defend Trade Secrets Act of 2016, Contractor will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Contractor understands that in the event it is determined that disclosure of trade secrets was not done in good faith pursuant to the preceding sentence, Contractor will be subject to substantial damages, including punitive damages and attorneys鈥� fees.

 

23. Force Majeure:  九色堂 shall not be liable to Contractor or any third party for any failure or delay caused by events beyond 九色堂鈥檚 reasonable control, whether foreseeable or unforeseeable, including but not limited to: an act of God; inevitable accident, fire, labor dispute, riot or civil commotion; act of public enemy, terror, or war; governmental act; epidemic; pandemic (including but not limited to COVID-19); viral outbreaks; outbreaks of communicable disease or any other public health crisis; quarantines or other restrictions; national or regional emergencies; regulation or rule; governmental regulations or restrictions on travel, movement, and large gatherings; failure of technical facilities; national day of mourning; emergency announcement or news bulletin; inability to obtain supplies, delays in transportation, embargoes; or other reason beyond the reasonable control of 九色堂 (each, a 鈥淔orce Majeure Event鈥�). 九色堂 shall notify Contractor as soon as reasonably practicable of any Force Majeure Event and use its reasonable best efforts to mitigate and remedy the adverse effects of such Force Majeure Event. In the event said Force Majeure Event persists for more than thirty (30) days, 九色堂 shall have the option to terminate the Agreement, without penalty.