Contractual Agreements

Office of Research and Sponsored Projects

The CSUN Office of Research and Sponsored Projects (ORSP) has signature authority and responsibility for administering all extramural awards, subawards and subcontracts.

The University Corporation

The University Corporation  has signature authority and responsibility for administering all remaining commercial agreements, including rental agreements, leases, independent contractor, lecturer agreements and purchase orders. The authorized signers for TUC will be the Director of Sponsored Programs, CFO, and Executive Director.

Commencement of Work

Work shall not commence under the Contract until a fully executed Contract has been received by the Contractor and the Contractor has been given approval to proceed. Any work performed by the Contractor prior to the date of approval shall be considered as having been performed at the Contractor's own risk.

Invoices

(a) Invoices shall be submitted according to the terms in the Agreement to the address stipulated in the Contract. The Contract number must be included on the invoice. Final invoice shall be marked as such. (b) The consideration to be paid Contractor, as described within the Contract, shall be in full compensation for all of Contractor's expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided.

Cancellation

TUC reserves the right to cancel this Contract at any time upon thirty (30) days written notice to the Contractor.

Independent Status

The Contractor, and the agents and employees of Contractor, in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of TUC. The Contractor is not entitled to unemployment or workers' compensation benefits from TUC.

Governing Law

To the extent not inconsistent with applicable federal law, this Contract shall be construed in accordance with and governed by the laws of the State of California.

Assignments

Without written consent of TUC, the Contract is not assignable by Contractor either in whole or in part.

Contract Alterations and Integration

No alteration or variation of the terms of the Contract shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or Contract not incorporated here in shall be binding on any of the parties hereto.

General Indemnity

The following indemnification clause is required for all contracts:

Termination for Default

TUC may terminate the Contract and be relieved of the payment of any consideration to Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, TUC may proceed with the work in any manner deemed proper by TUC. The cost to TUC shall be deducted from any sum due the Contractor under the Contract, and the balance, if any, shall be paid the Contractor upon demand.

Nondiscrimination

(a) During the performance of this Contract, Contractor and its subcontractors shall not deny the Contract's benefits to any person on the basis of religion, color, ethnic group identification, sex, age, physical or mental disability, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age (over 40), sex or sexual orientation. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. (b) Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the contract.

Drug-Free Workplace Certification

By accepting a contract or purchase order, the Contractor certifies under penalty of perjury under the laws of the State of California that the Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code, Section 8355 et. seq.)

Severability

It is expressly agreed and understood by the parties hereto that if any provision of this Contract is held to be unconscionable or invalid under any applicable statute or rule of law, it is deemed to that extent to be omitted. However, the balance of the Contract shall remain in full force and effect.

Dispute

Any dispute arising under the terms of this Contract which is not resolved within a reasonable period of time by authorized representatives of the Contractor and TUC shall be brought to the attention of the Chief Executive Officer (or designated representative) of the Contractor and the Chief Business Officer (or designee) of TUC for joint resolution. If resolution of the dispute is pursued without success, either party may seek resolution employing whatever remedies exist in law or equity beyond this Contract. Despite an unresolved dispute, the Contractor shall continue without delay to perform its responsibilities under this Contract. The Contractor shall keep accurate records of its services in order to adequately document the extent of its services under this Contract.

Waiver of Rights

Any action or inaction by TUC or the failure of TUC on any occasion to enforce any right or provision of the Contract shall not be construed to be a waiver by TUC of its rights hereunder and shall not prevent TCU from enforcing such provision or right on any future occasion. The rights and remedies of TUC provided herein shall not be exclusive and are in addition to any other rights and remedies provided by law.

Americans With Disabilities Act (ADA)

Contractor warrants that it complies with California and federal disabilities laws and regulations.

Default

Except for defaults of subcontractors, neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of the offending party. Such acts (known as “force majeure”) shall include but shall not be limited to fire, strike, freight embargo or acts of God and of the Government. In the event of the termination of the Contract, either in whole or in part, by reason of the default or breach thereof by the Contractor, any loss or damage sustained by TUC in procuring any services which the Contractor therein agreed to supply shall be borne and paid for by the Contractor.

Contractor's Power and Authority

The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold TUC hereunder harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty.

Entire Contract

This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and shall govern the respective duties and obligations of the parties.

Safety and Accident Prevention

In performing work under this Contract on TUC premises, Contractor shall conform to any specific safety requirements contained in the Contract or as required by law or regulation. Contractor shall take any additional precautions as TUC may reasonably require for safety and accident prevention purposes. Any violation of such rules and requirements, unless promptly corrected, shall be grounds for termination of this Contract in accordance with default provisions hereof.

Insurance Requirements

Contractor shall furnish to TUC prior to the commencement of work an underwriter's endorsement with a certificate of insurance stating that there is General Liability insurance presently in effect for the contractor with a combined single limit of not less than $1,000,000 per occurrence, and $2,000,000 aggregate; and that vehicle insurance (where applicable) is in effect with a minimum coverage of $1,000,000 per occurrence. The general liability and automobile liability policies are to include additional insured endorsements that contain the following provisions:

1. The University Corporation, The State of California; the Trustees of the California State University; California State University, Northridge; and their officers, agents, volunteers and employees are to be included as additional insured with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the vendor/contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Vendor/contractor including materials, parts or equipment furnished in connection with such work or operations, General liability coverage is to be provided in an endorsement to the vendor/contractor's insurance, or as a separate owner's policy.
   • For any claims related to any project, the vendor/contractor's insurance coverage shall be primary insurance as respects The University Corporation, officers, employees, representatives and volunteers. Any insurance or self-insurance maintained by The University Corporation, officers, employees, or volunteers shall be excess of the vendor/contractor's insurance and shall not contribute with it.
   • Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to The University Corporation.
2. All rights of subrogation under the insurance policies have been waived against The University Corporation.

Types of Real Estate Agreements

Sponsored Programs typically involves the following real estate agreement types:

• Rental Agreements (less than 1 year)
• Lease Agreements (more than 1 year)

Real estate purchase agreements are not typical of a sponsored program and are therefore not covered in this document

Contractual Partners

• Landlord:
• Tenant: The University Corporation (TUC)

Please note: The contractual partner for all real estate agreements in sponsored programs is The University Corporation, only . As with any other type of contracts, Project Directors and/or projects staff are not permitted to enter into or sign any real estate agreements. Mentioned in Contract: Residents For apartment rentals, all people staying at a rented apartment need to be individually named in the contract as residents.

Required Documents/Information

The following documentation will be required for the expedient processing of the real estate agreement:

• Agreement (complete with all pages and attachments)
• Inventory / List of Items included in the Rental Property
• Apartments: Names of All Residents
• List of all Sponsored Programs Equipment Stored at the Apartment
• List of all Private Equipment Stored at the Apartment to be Covered by the Renters Policy obtained by resident
• Copy of the Deposit Check
• Other Documents Pertaining to the Contract

Insurance Coverage

Procedural

All real estate agreements related to sponsored programs must be reviewed and signed off by the Real Estate Department of The University Corporation, before they can be processed by the TUC Sponsored Programs Department.