Entire Agreement

The following terms and conditions shall be observed. Any Vendor terms and conditions included with Vendor’s invoice or any other document provided by Vendor shall be of no effect. Whether construed as an offer, acceptance, or confirmation, these terms and conditions of purchase include all documents and exhibits attached hereto and all other terms incorporated by reference herein. This purchase order shall constitute the final, complete, and exclusive statement of this contract and may not be modified or rescinded except by a written change order issued by the District Board of Trustees, The College of the Florida Keys, Florida (hereinafter referred to as the College). Any changes must be made through The College of the Florida Keys Purchasing Department.

If this purchase order constitutes an offer by The College of the Florida Keys to purchase the goods and/or services specified upon the terms and conditions and at the price(s) and with the delivery date(s) specified herein, Vendor shall indicate its acceptance of this order by verbal acceptance communicated to the College, by written acceptance on the face of this purchase order received by the College, by other manner, expressly conditioned on notice of such commencement of work received by the College, or by the delivery of goods and services within the time for such delivery as stated in this purchase order. Regardless of the manner or medium of acceptance, time is of the essence.

As an offer, this purchase order expressly limits acceptance to its terms and conditions, and notification of objection to any different or additional terms in any response to this offer from the Vendor is hereby given. If this purchase order is construed as an acceptance of the Vendor’s offer, this acceptance is expressly conditioned on the offeror’s assent to any additional or different terms contained in this purchase order. If this purchase order is construed as a confirmation of an existing contract, the parties agree that this purchase order constitutes the final, complete and exclusive terms and conditions of the contract between the parties. If the parties have otherwise completed a signed written contract, the parties agree that the use of this purchase order to place orders for goods or services pursuant to such a contract shall be construed to supplement the terms of such written contract only to the extent that the terms and conditions of this purchase order are not inconsistent with such written contract.

UCC Incorporation

Regardless of its construction as an offer, acceptance, confirmation or used to place orders for goods or services pursuant to an earlier contract, this purchase order incorporates by reference all terms of the Uniform Commercial Code, providing any protection for the College, including, without limitation, all express and implied warranty protection and all College’s remedies under the Uniform Commercial Code.

Website Exclusion

The College expressly states that it will not be bound by any content on the Vendor’s website, even if the Vendor’s documentation specifically references that content and attempts to incorporate it into any other communications, unless the College has actual knowledge of such content and has expressly agreed to be bound by it in writing that has been manually signed by an authorized representative of the College.

In the event that Vendor enters into terms of use agreements, EULA or other agreements or understandings, whether verbal or in writing, with College’s employees, such as by requiring the employee to click an on screen indicator indicating “I accept” before allowing the user to access the Application, Site or Service, such agreements shall be null, void and without effect. To the extent Vendor employs such agreements, Vendor is advised that employees of College do not have authority to enter into such agreements on behalf of the College.

Indemnification

The Vendor agrees to indemnify and hold the College, its officer’s, agents, and employees harmless from any and all loss, cost, liability, and expense (including attorney’s fees) arising, growing out of, or in any way connected with, any other claims or litigation now or hereafter asserted with respect to any injury or damages resulting from or arising out of any alleged defect in the work, goods, or materials ordered herein or by reason of the design or construction thereof, and agrees to reimburse College for any and all expenses (including attorney’s fees) in connection thereof.

Insurance

Vendor shall carry comprehensive general liability insurance, including contractual and product liability coverage, with minimum limits acceptable to the College. Vendor agrees to have the District Board of Trustees, The College of the Florida Keys, Florida added as additional insured with respect to Commercial General Liability Insurance for purposes of contract performance and incidents arising out of Agreement. Vendor shall, at the request of the College, supply certificates evidencing such coverage.

Governing Law

This contract shall be construed and enforced under the laws of the State of Florida which will be the forum for any legal action between the parties arising from or incident to the agreement. The exclusive venue for any legal proceeding will be Monroe County, Florida. The enumeration herein of certain rights does not exclude others which are given by law.

The parties hereto acknowledge and agree that the District Board of Trustees, The College of the Florida Keys, Florida is a political subdivision of the State of Florida. As such, pursuant to Florida Statute 768.28, the College’s performance under this purchase order agreement and any amendments thereto or attachments connected therewith, shall at all times be subject to any and all Florida state laws, state regulations, and College District Board of Trustee Rules which are applicable to the College’s operations, commitments and/or activities in furtherance of any terms specified in this purchase order.

Assignment

Vendor shall not assign or subcontract any portion of this order without prior written approval of the College. If such approval is granted, it shall not relieve the Vendor from liability hereunder. If this order cannot be filled by person or firm to whom it is issued, it shall be returned to the College.

Shipping Charges

All prices will be F.O.B. delivery point. When a specific purchase has been negotiated F.O.B. shipping point, the Vendor will prepay shipping charges and add to the invoice. No charges will be honored for packaging unless so stated. All purchases must be shipped within 60 days of the order unless otherwise stated. If shipment cannot be made within 60 days, the vendor shall advise the College of an alternate date which may be accepted or rejected by the College.

Shipping

Shipping notices and Bills of Lading must accompany shipment, and parcels must be clearly marked with the purchase order number and the address to which the material is to be delivered. Shipment must be properly packaged. Damaged goods will not be accepted. The risk of loss of damage to all goods or materials shall remain with Vendor until materials have been accepted by College. Goods or materials found to be damaged or defective or which fail to conform to the contract upon arrival at one of the College’s location(s) may be rejected by the College and returned or held at Vendor’s risk and expense. College may charge Vendor all expenses of inspecting, unpacking, examining, repacking, storing, and reshipping any rejected goods. The College shall receive credit at the invoice price or at College’s option, replacement for such goods or materials, but in no event will such goods or materials be replaced by Vendor without written replacement order from College.

Hazardous substances must be shipped with Material Safety Data Sheets.

Payments

Payments to the vendor will be processed upon the submission of invoices at the prices stipulated on the purchase order for items delivered and accepted or services rendered, less deduction, if any. Unless otherwise specified, partial payments will not be made. The College’s standard terms for payment shall be Net 30 days from the date of receipt of correct invoice.

Severability

The terms of this agreement are severable. If any term or provision is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of the provisions shall continue to be valid and enforceable.

Tax Exempt Status

Vendor acknowledges that the College is a tax-exempt institution and does not pay Federal Excise or Florida Sales taxes on direct purchases of tangible personal property.

Public Records

The College may unilaterally cancel this PO for refusal by vendor to allow public access to all documents and other materials subject to the provisions of Chapter 119, Florida Statutes. The Vendor will indemnify, defend, and hold harmless the College’s Board of Trustees, the Florida Board of Education, and the State of Florida, and their officers, employees and agents from and against any and all costs, losses, damages, liabilities, expenses, demands, and judgments, including court costs and attorney fees, that relate to any public records which the Vendor maintained or should have maintained in conjunction with this agreement, or that relates to any public records which the company failed to produce or copy in response to a public records request.

Public Entity Crime

A person or affiliate who has been placed on the State of Florida’s convicted vendor list may not submit a proposal or contract to provide any goods or services, including construction, repairs or leases and may not be awarded or perform work as a contractor, supplier, subcontractor or consultant for College for a period of thirty six (36) months from the date of being placed on the convicted vendor list. See Florida Statutes 287.133.

Equal Opportunity Employer

The College of the Florida Keys, an equal access institution, prohibits discrimination in its employment, programs and activities based on race, sex, gender, age, color, religion, national origin, ethnicity, disability, pregnancy, sexual orientation, marital status, genetic information or veteran’s status. The College is an equal access/equal opportunity institution. Questions pertaining to educational equity, equal access, or equal opportunity should be addressed to Equity Officer: Dr. Jenée Marqui, Assistant Director, Talent Acquisition, Development and Accountability (305) 809-3118 or jenee.marquis@cfk.edu or to the Assistant Secretary for Civil Rights, United States Department of Education.

Federal Contract Provisions