Terms and Conditions for Services

  1. 1. Scope. The service provider identified in the Service Order (the “Supplier”) to which these terms and conditions are affixed or in which these terms are referenced (the Service Order and these terms and conditions together, the “Agreement”) agrees to perform the services described in the Service Order (the “Services”). Supplier shall not perform any work that is not described in a duly executed Service Order without the prior written authorization of Trustees of Boston University (“University”), and University shall not be required to pay for such work that has not been so authorized. Supplier shall furnish University with written reports and documentation as described herein or upon request. Supplier agrees to furnish all labor, equipment, parts, materials, tools and services as are necessary and/or appropriate to provide the Services. Time is of the essence. Supplier shall maintain a sufficient quantity of the necessary equipment, parts, materials, and tools to avoid delays in the completion of its work.

  2. 2. Payment. University shall make payment in the amount(s) specified in the Service Order within the later of 60 days after University’s receipt of an invoice through the SAP Business Network (University’s third-party invoicing portal) or 60 days after satisfactory completion of the work (or relevant portion thereof if progress payments are provided for in the Service Order). University shall have the right to withhold payment if Supplier fails to perform any of its contractual commitments. No interest shall be due on any amount unless agreed in writing by University. No new charges shall be imposed and no price increases shall be made whatsoever with respect to any aspect of the Services other than as agreed to in writing by both parties. Any performance and/or payment bond agreed to be provided by Supplier hereunder shall be in such amount as may be agreed, shall be written by a surety company that is authorized to do business in Massachusetts and is satisfactory to University, shall provide that the surety waives notice of and consent to changes in this Agreement even if such changes are deemed changes in the scope of work, and in all other respects shall be in form and substance satisfactory to University.

  3. 3. Warranties.
  4.  a. Supplier represents and expressly warrants as follows:
  5.   i. Valid and Binding Obligation. This Agreement has been duly authorized, executed, and delivered; this Agreement constitutes a valid and binding obligation of the Supplier and is fully enforceable against Supplier in accordance with its terms; and this Agreement is not in conflict with any other agreement by which Supplier may be bound.
  6.   ii. Acceptance of Responsibilities. Supplier has inspected or has had the opportunity to inspect the relevant portions of University’s physical plant to the extent that Supplier deems necessary, and accordingly, Supplier accepts its responsibilities under this Agreement with no representations or warranties whatsoever by University relating to the physical plant.
  7.   iii. Goods or Materials. The equipment, parts, and other goods and materials provided by Supplier shall be new, of good quality, and suitable for their intended purposes; shall be free from defects in material, workmanship, and design; and shall conform to and perform in accordance with all specifications for the same, any documentation provided by the manufacturer or the Supplier thereof, and the performance criteria and other descriptions provided under this Agreement. Replacement parts shall be of equal or better quality than the part being replaced. No part, equipment, goods, or material shall in any way degrade or compromise the operation or performance of University’s physical plant.
  8.   iv. Services. The Services shall be performed in a professional manner, conforming to the highest standards of the industry and the performance criteria provided under this Agreement, in compliance with all requirements of applicable federal, state and/or local laws, regulations, rules, and ordinances (collectively, “Laws”) and this Agreement. The Services shall be performed by licensed, fully qualified, well trained, and properly equipped personnel.
  9.  b. Assignment of Warranties. Supplier shall obtain and hereby assigns to University any and all warranties and indemnities available from any manufacturer, supplier, or subcontractor of services or goods and materials provided in connection with this Agreement.
  10.  c. Breach of Warranty. Without limitation of University’s remedies at law or in equity, if any of the equipment, parts, goods or other materials provided or services performed by Supplier hereunder fails to comply with the warranties set forth herein, Contactor shall remedy such breach promptly upon notice, at no extra charge to University, or, at University’s option, shall refund the payments University has made for and arrange for return of any equipment, parts, goods or other materials provided or services performed by Supplier that fail to comply.

  11. 4. Governing Law and Venue. This Agreement, and the interpretation, construction and enforceability hereof, and all rights and obligations of the parties, whether arising under this Agreement or otherwise, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its principles of conflict of laws. The sole and exclusive jurisdiction and venue for resolution of any disputes between the parties shall be in the state and federal courts located in Boston, Massachusetts, and each of the parties hereby submits to, and waives objection to, the jurisdiction and venue of such courts.

  12. 5. Compliance with Laws.
  13.  a. General. Supplier warrants that in performance of this Agreement it has complied and will comply with all Laws, orders and decrees and with University’s policies and procedures that have been made available to Supplier in writing or electronically, including without limitation the Boston University Office of Environmental Health and Safety Policy Manual, which is posted at www.bu.edu.
  14.  b. Debarment. In accordance with Executive Order 12549 (Debarment and Suspension), Supplier certifies by entering into this transaction, that neither it nor its principals is currently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
  15.  c. Equal Employment Opportunity. The nondiscrimination clause contained in Section 202, Executive Order 11246 as amended by Executive Order 11375, 41 C.F.R. part 60-1, relative to equal employment opportunity for all people without regard to equal employment opportunity for all people without regard to race, color, religion, sex or national origin; Section 503 of the Rehabilitation Act of 1973, 20 C.F.R. §§ 741.3, 741.4 relative to nondiscrimination on the basis of physical or mental handicap; and the Vietnam Era Veterans and the implementing rules and regulations prescribed by the Secretary of Labor are hereby made part of this agreement and the Supplier will honor such statutes, clauses, Executive Orders, and implementing rules. The Supplier will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, sex, creed, color, national origin, handicap, or veteran status. Such action shall include, but not limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection of training, including apprenticeship.
  16.  d. Permits. Supplier obtain at its expense and shall give all notices required by, and comply with, all governmental licenses, permits, inspections, and approvals required for its work, including but not limited to those required by the Boston Fire Department, Boston Inspectional Services Department, and Town of Brookline. All work, including but not limited to electrical and mechanical work, must abide by all applicable codes and industry standards, as well as by University’s then current Construction Guidelines.
  17.  e. Fines. Supplier shall pay any fines or penalties assessed against University to the extent the assessment of such fines or penalties results from Supplier’s delay or failure in performing its obligations under this Contract.
  18.  f. Release of Liens. All goods supplied and all services performed by Supplier pursuant to this Agreement shall be free from all liens. Upon University’s request, Supplier shall provide a proper release of liens or other satisfactory evidence of freedom from liens.
  19.  g. Export Control. If Supplier provides export controlled products, technology and/or software (“Products”), Supplier will provide University with a list of ECCNs (Export Control Classification Numbers) for such Products, as well as updates to such list when new Products are added. Supplier certifies (and will certify with respect to any updates) that it has (i) conducted proper classification analysis under the EAR or (ii) obtained Official Commodity Classifications (CCATS) from BIS. Additionally, if any Product is on the United States Munitions List (USML), Supplier will provide University with the classification and will certify that it conducted proper ITAR analysis or obtained Jurisdiction Classifications Rulings from DDTC.
  20.  h. Certain Telecommunications Equipment or Services. Supplier agrees not to provide “covered telecommunications equipment or services”, as those terms are defined in FAR 52.204-25, to University in the performance of this contract. Supplier represents that it does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services.


  21. 6. Equal Opportunity. Where applicable, the Equal Employment Opportunity Clauses at 41 CFR 60-1.4(a), 41 CFR 60-300.5(a), and 41 CFR 60-741.5(a) relative to equal employment opportunity and the implementing rules and regulations of the Office of Federal Contract Compliance Programs are incorporated herein by specific reference, as are the “Employee Notice” provisions of 29 CFR Part 471, Appendix A to Subpart A. The Supplier and its subcontractors shall abide by the requirements of 41 CFR 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified protected veterans and qualified individuals on the basis of disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and qualified individuals with disabilities.


  23. 7. Accessibility. If Supplier provides any electronic technology, information technology and/or web technology (“Technology”), product or service to Boston University, Supplier agrees that the Technology will meet the accessibility standards of WCAG 2.0 Level AA and/or of Section 508 of the Rehabilitation Act and Americans with Disabilities Act (each, a “ Standard”). Supplier further warrants that Technology complies with the applicable Standard and any applicable federal or state laws or regulations relating to accessibility for persons with disabilities.


  25. 8. Indemnification. Supplier, its subcontractors and sub-subcontractors, agents and employees shall defend, indemnify and hold University and its trustees, officers, employees, agents and students harmless from and against any and all liability and/or loss of any kind (and costs and expenses, including without limitation attorney’s fees) including those arising out of any claim, suit or action, including without limitation, claims for injury to persons (including death) or damage to property, which may result from any act or omission of Supplier or of its employees, agents, representatives, suppliers, subcontractors, or others for whose conduct Supplier may be responsible, except to the extent resulting from University’s gross negligence or willful misconduct.

  26. 9. Protection of Property. Supplier shall retain all risk of loss or damage to all equipment and other property in the possession or under the control of Supplier or any of its employees, agents, representatives, suppliers, subcontractors, or others for whose conduct Supplier may be responsible. Supplier shall take all necessary precautions to protect University’s property from loss or damage, and shall, at University’s option, repair or replace, at its own expense to University’s satisfaction, any property lost or damaged by Supplier or its employees, agents, representatives, suppliers, subcontractors, or others for whose conduct Supplier may be responsible. Alternatively, University may at its option repair or replace such property at the Supplier’s expense.


  27. 10. Insurance: The Supplier shall at its own expense procure and maintain in full force during the term of the Agreement, the minimum insurance set forth below under “ Required Minimum Insurance”. Supplier agrees and acknowledges that the Required Minimum Insurance shall; (a) be carried with responsible insurance companies rated A VIII or better by A.M. Best; (b) provide primary coverage and not call upon any other insurance procured by other parties for defense, payment or contribution; (c) waive insurer(s) subrogation rights against Trustees of Boston University; (d) name Trustees of Boston University as additional insureds, as provided for in ISO form CG 20 10 10 01 and CG 20 37 10 01 or their equivalent (ATIMA) on the required liability policies and Loss Payee status on any property insurance policies as applicable; (e) notwithstanding the minimum limits of coverage set forth in this Agreement, additional insured status shall be for the full limits of Supplier’s insurance coverage, including but not limited to, any excess insurance coverage purchased by the Supplier; (f) be provided on an occurrence rather than a claims made basis; however if any Required Minimum Insurance is available only on a claims-made basis, then the dates of coverage (including the retroactive date) and the time period within which any claim can be filed shall continue during the agreement term and for a period of three (3) years thereafter, and Supplier shall not permit any gaps in coverage to occur. Supplier shall comply with all warranties, declarations and conditions contained in each policy evidencing the Required Minimum Insurance. If Supplier fails to procure or maintain the Required Minimum Insurance, Boston University shall have the right, but not the obligation, to effect such insurance at Supplier’s expense; (i) with the exception of Supplier’s insurer(s) ten (10) day notice for non-payment of premium, Supplier (and/or its insurer representative) shall provide at least thirty (30) days prior written notice to Boston University upon any termination, non-renewal, cancellation, or material change in coverage or deductible amounts of the Required Minimum Insurance. Prior to commencement of services, Supplier shall deliver to Boston University certificates of insurance and the required Additional Insured and/or Loss Payee endorsements made out by the applicable insurer(s) (or their authorized agents) evidencing the Required Minimum Insurance and any material policy amendments thereto (“Insurance Certificates”). Without limiting the foregoing, Supplier shall indemnify and hold harmless Boston University against all liability and loss in connection with Supplier’s failure to comply with the provisions of this Section. The Required Minimum Insurance in no manner relieves or releases Supplier, its agents, subcontractors, and invitees from, or limits their liability as to, any and all obligations assumed or risks indemnified against in this Agreement; and Boston University shall have the right, exercised by written notice to Supplier, to increase the limits required to be carried by Supplier hereunder, during the term of the Agreement, provided that any such increase shall be reasonable.

  28.  Required Minimum Insurance:
  29.   i. Workers Compensation – providing statutory coverage
  30.   ii. General Liability – $1,000,000 Bodily Injury and Property Damage Per Occurrence including coverage for;
  31.     1. Premises / Operations
  32.    2. Products
  33.   iii. Automobile Liability
  34.    1. $1,000,000 Combined Single Limit Each Occurrence
  35.    2. Coverage for owned, hired & non-owned vehicles
  36.   iv. Umbrella/Excess Liability – provided as follow form of the underlying
  37.    1. $5,000,000 Each Occurrence Excess of Underlying
  38.    2. $5,000,000 Products/Completed Operations Aggregate Excess of Underlying


  39. 11. Independent Supplier. Supplier is and shall perform this Agreement as an independent Supplier and, as such, shall maintain complete supervision and control over all employees, agents, subcontractors, and operations. Neither party shall have the authority to bind the other party.


  40. 12. Confidentiality and Security. University may disclose to Supplier, or Supplier may obtain access to, develop or create non-public documents or information about University, its students, employees, agents, partners or representatives, or third parties, including without limitation, personal information, charge card and/or credit data, work product resulting from the services provided, proprietary and confidential information or material concerning or related to University’s general academic, institutional affairs or other proprietary operations (“Confidential Information”). Supplier acknowledges the confidential character of the Confidential Information, and agrees and acknowledges that the Confidential Information is the sole, exclusive and valuable property of University. Accordingly, Supplier shall maintain such Confidential Information as strictly confidential and agrees not to reproduce or divulge any of the Confidential Information without University’s prior written consent and not to use the Confidential Information except in the performance of this Agreement, whether during or after the term of this Agreement. All Confidential Information shall remain the property of University. Upon University’s request, Supplier will return or destroy copies of Confidential Information in Supplier’s possession, except as is needed to comply with applicable Laws; Supplier will continue to be bound by this paragraph with respect to any retained Confidential Information. If the Confidential Information includes “Personal Information,” as that term is defined under Mass. Gen. Laws ch. 93H (as it may be amended from time to time), then Supplier must (i) implement, maintain, and use appropriate administrative, technical and physical security measures to preserve the confidentiality, integrity and availability of all Confidential Information, be it electronic or hardcopy and (ii) implement and maintain a written information security plan that complies with the requirements of Massachusetts regulations under 201 C.M.R. 17.00 and provide University with a copy upon request. Supplier warrants that, in the event of a security breach, Supplier shall immediately inform University of the breach and take all necessary and reasonable steps to prevent any further disclosure or use. Supplier will cooperate fully with University, at Supplier’s own expense, in any data breach forensics and notification steps that University deems necessary or appropriate to comply with requirements of applicable law.


  41. 13. Intellectual Property.
  42.  a. Supplier warrants that the use of material and any other goods furnished hereunder shall be free and clear of infringement of any valid patent, copyright, trademark, trade secret, or other proprietary right. Supplier shall indemnify and hold University harmless from any and all liability and/or loss of any kind (and the costs and expenses, including without limitation attorney’s fees) arising out of any claim, suit or action alleging or arising out of any such infringement, which claim, suit or action Supplier agrees to compromise or defend at University’s request.
  43.  b. All inventions, discoveries, developments and improvements made or conceived by the Supplier in the course of performing the Services (“Inventions”), whether such Inventions are patentable or not, shall become and remain the sole exclusive property of University. All right, title, and interest in and to all data and all copyrights in all deliverables, writings, documents, reports, papers, tabulations, and other works written or made by Supplier in the course of performing the Services shall become and remain the sole exclusive property of University. The Supplier hereby transfers and assigns all of its right, title and interest in and to all such data and intellectual property to University.


  44. 14. Subletting or Assignment of Agreement. Supplier shall not use subcontractors to perform any Services under this Agreement without the prior written consent of University. Any reference to subcontractors herein shall not be deemed to authorize the use of subcontractors, unless expressly so stated. Supplier shall not assign any of its rights (including without limitation the right to any moneys due or to become due) or delegate any of its obligations under this Agreement without the prior written consent of University. Any permitted assignment by Supplier of any moneys due or to become due shall be subject to set-off, recoupment or other claim of University against Supplier. Supplier shall retain full responsibility for the performance of this Agreement notwithstanding any permitted use of subcontractors, assignment of rights or delegation of duties. Supplier shall be liable to University for the acts and omissions of its subcontractors and assignees.


  46. 15. Termination.
  47.  a. Termination for Convenience. University reserves the right to terminate this Agreement, in whole or in part, with or without cause, upon 30 days’ written notice to Supplier.
  48.  b. Termination for Cause. University reserves the right to terminate this Agreement, in whole or in part, immediately upon written notice to Supplier if a petition is filed by Supplier, or against Supplier with its consent, under any federal or state law concerning bankruptcy, reorganization, insolvency or relief from creditors, or if such a petition is filed against Supplier without its consent and is not dismissed within 60 days, or if Supplier becomes insolvent, or if Supplier consents to the appointment of a receiver, trustee, liquidator, custodian or the like of Supplier or of all or any substantial portion of its assets and such appointment or possession is not terminated within 60 days, or if Supplier makes an assignment for the benefit of creditors, or if Supplier refuses or fails, except in cases for which extension in time is provided, to supply enough properly skilled workman or proper materials, or if Supplier fails to make prompt payment to any subcontractor, or for materials or labor, or disregards any applicable Laws or otherwise violates any provision of this Agreement.
  49.  c. Additional Rights and Remedies. In the event of termination of this Agreement, Supplier shall cease work, shall provide University with a list of all unperformed services, and shall take such action relative thereto as Supplier may be directed by University. In the event of termination of this Agreement by University for cause, University may finish the work at Supplier’s expense by whatever method University may deem expedient, and University shall have the right to take possession of all of Supplier’s materials, equipment, tools, and machinery at the work site for such purpose. Supplier shall not be entitled to receive payment for any such completion of work by University. University shall pay for work satisfactorily performed by Supplier, reserving the right to set off any payments due to University under this or any other agreement with Supplier. University shall have no further liability as a result of termination of this Agreement in accordance herewith. The rights and remedies of University under this Section are not exclusive and are in addition to any other rights and remedies permitted by law or in equity.


  51. 16. Taxes. University is exempt from the Massachusetts sales tax and will furnish a tax-exempt certificate to the Supplier upon request.


  52. 17. Miscellaneous.
  53.  a. Acceptance. By its execution hereof or by beginning to provide the Services, Supplier agrees to the provisions hereof and shall be subject to these terms and conditions. Any terms and conditions proposed by Supplier inconsistent with or in addition to these terms and conditions shall be void and of no effect unless University specifically agrees to such terms and conditions in writing. In case of any conflict within this Agreement, including the Exhibits, or with any document referred to herein, the provisions most favorable to University shall prevail.
  54.  b. Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between the parties. No oral agreement or understanding or prior written agreement or document relating to the subject matter of this Agreement shall be considered part of this Agreement, and the same shall be deemed superseded by this Agreement.
  55.  c. Amendment; Waiver. This Agreement may be amended only in writing by duly authorized representatives of the parties hereto. No waiver of any provision of this Agreement shall be effective unless given in writing signed by the party against whom the waiver is sought to be enforced. No failure to exercise, and no delay in exercising, any right, power, or privilege under this Agreement will operate as a waiver hereof, nor will any single or partial exercise of any right, power, or privilege under this Agreement preclude any further exercise of the same or any other right, power, or privilege hereunder.
  56.  d. Remedies Not Exclusive. The rights of both parties hereunder shall be in addition to their rights and remedies at law or in equity.
  57.  e. Severability. If any part of this Agreement shall be adjudged by a court of competent jurisdiction to be invalid in any circumstance, such invalidity shall not affect any other provisions or circumstances.
  58.  f. Survival of Benefits. The provisions of this Agreement, including without limitation those relating to indemnification and confidentiality, shall survive the expiration or termination of this Agreement to the extent necessary to provide the full benefit thereof consistent with applicable statutes of limitations.
  59.  g. Non-exclusivity. No part of this Agreement shall be construed as limiting either party from contracting with another person(s) or entity for the same or similar services covered by this Agreement.
  60.  h. Use of Names. Supplier shall not use any name, logo, emblem of University or any of its trustees, officers, employees, representatives or agents, or any adaptation, variation or abbreviation thereof, in any brochure, publication, or advertisement without securing the prior written approval of University, which approval may only be granted by Boston University’s Marketing and Communications Department, which can be reached via the Contact Us section of its website (http://www.bu.edu/brand/downloads-faqs/contact/).
  61.  i. Capitalized Terms. Capitalized terms not defined herein have the meaning given in the applicable Service Order.


  62. 18. Compliance with Safety Standards and Premises Regulations. This Section shall only apply if Supplier will provide some or all of the Services on property owned or leased by University.
  63.  a. OSHA State and Local Regulation. Supplier shall ensure that all of its personnel, subcontractors, members of University community, and the general public are properly protected from potential injury due to any act or omission, or any machinery, equipment or other property owned or operated, by Supplier or any of its employees, agents, representatives, suppliers, subcontractors or others for whose conduct Supplier may be responsible, as required by the Occupational Safety and Health Act of 1970, and all applicable regulations thereunder, and by all other Laws. Supplier shall ensure that all machinery and equipment used in the performance of the work comply with applicable law. If University, in its reasonable judgment, determines that any additional protection is necessary to comply with good management practices or applicable law, Supplier shall provide the same at no additional charge. Supplier shall be considered to have materially breached this Agreement if any safety and health standards or regulations have been breached by the Supplier.
  64.  b. Lockout/Tagout. In accordance with the Occupational Safety and Health Administration’s Lockout/Tagout standard (29 CFR 1910.147), Supplier(s) involved in operations related to equipment or machinery lockout that affect University’s employees must submit their Energy Control Procedures to University and train affected employees of University prior to the time Supplier signs this Agreement. The cost of training will be the responsibility of Supplier. Supplier shall also comply with University’s Lockout/Tagout policy and procedures.
  65.  c. Maintenance of Work Areas. Supplier shall keep all work areas clean and neat. All tools, equipment, machinery, and the like shall be removed upon completion of the work or work shift. Subject to the provisions above, Supplier shall keep all premises free from the accumulation or discharge of waste materials, whether hazardous or non-hazardous. Supplier shall routinely survey its work areas and adjacent space to identify and correct potentially hazardous situations relating to the work. Supplier shall provide sufficient barricades, ropes, signs, guards, and other things to warn and secure persons against danger in its work areas.
  66.  d. Access to Premises. University shall provide Supplier reasonable access to the premises, which may be limited to times specified by University in advance. Supplier shall not unnecessarily interfere with the normal operations of University or others, and shall not unnecessarily obstruct or encumber any University or non-University premises. University shall at all times have access to the work site to inspect and approve of the work conducted on the premises.
  67.  e. Parking. University does not provide free parking. Supplier can apply and pay for a permit to park in University parking lots.
  68.  f. Personnel Identification. All Supplier personnel shall carry identification provided by Supplier that contains a photograph of such personnel and states his/her full name, company name, address, telephone number, name of immediate supervisor, and, if required, the identification number assigned to Supplier by University. Supplier personnel shall wear appropriate uniforms as provided by Supplier.
  69.  g. Miscellaneous Safety Policies. Supplier’s personnel shall comply at all times with the applicable sign in/sign out procedures of University. Supplier shall not de-energize or energize any energy source (electrical or mechanical), interfere with any utility service (electricity, water, gas, steam etc.), or interfere with any fire protection system, without the prior consent of University. Supplier shall not cause or produce any unusual, noxious or objectionable smokes, gasses, vapors or odors; overload any floor, ceiling, wall or fixture; remove, replace or install any locks; perform any act on University premises which might invalidate any insurance policies carried by either party to this Agreement; commit any nuisance or trespass; interfere with the effectiveness or accessibility of building mechanical or electrical systems other than such as is known to the University Project Manager and is unavoidable in the performance of Supplier’s duties hereunder; or mar, deface or damage any University property. Supplier shall comply with University’s smoking policy.
  70.  h. Hazardous Materials Precautions.
  71.   i. Environmental laws. Supplier shall comply with and conform to all requirements of applicable environmental Laws, including but not limited to the Clean Water Act and the Spill Prevention Control and Countermeasure (“SPCC”) regulations (40 CFR 112.1-112.7). Prior to signing this Agreement, Supplier must submit to University and obtain University’s written approval of the following:
  72.    1. a list of all hazardous materials to be used by Supplier as defined by the Occupational Safety and Health Act of 1970 and relevant regulations thereunder including but not limited to the Hazard Communication Standard (29 CFR 1910.1200);
  73.    2. a Material Safety Data Sheet (MSDS) for each hazardous material listed;
  74.    3. the location of all hazardous materials stored at University;
  75.    4. a description of the containment provided and other measures to be taken to prevent releases to the environment; and
  76.    5. the disposal of hazardous or contaminated waste used in the process of performing the work, including but not limited to solvents, degreasers, contaminated solids, batteries, capacitors, Freon, filters, asbestos, fuels, PCB’s, pesticides, acids, caustics, sealants, adhesives, paints, strippers, and petroleum based liquids, shall be the responsibility of Supplier as the generator in accordance with applicable Laws. No such waste shall be disposed of through University’s disposal system or on University owned or controlled property.
  77.   ii. Asbestos. The parties shall share any knowledge they may have of any asbestos on or near the work sites, and Supplier shall use its best efforts to avoid disturbing or affecting any asbestos. Supplier shall comply with University’s Asbestos Management Plan and procedures (available from the Office of Environmental Health and Safety). If any asbestos is anticipated to be disturbed or affected by Supplier, Supplier shall notify University’s Project Manager as well as University’s Director of Environmental Health and Safety, by telephone promptly confirmed in writing, as far in advance as possible (and Supplier shall give such notice immediately if asbestos is found). Supplier shall not proceed with any related work and shall not take any action relating to the asbestos without the prior written approval of the Director of Environmental Health and Safety. University reserves the right to make all decisions regarding asbestos removal, disposal, and remediation as it sees fit in accordance with applicable Laws. Supplier shall provide such cooperation as University shall reasonably request.
  78.   iii.Discharges. If any Supplier discharges hazardous materials, as defined by applicable Laws, on University or non-University premises, Supplier shall notify University immediately and shall take full responsibility for all necessary remedial action at is sole expense in compliance with the requirements of all applicable Laws and in accordance with University policies and procedures. Without limitation of the foregoing, Supplier shall keep University fully informed of any discharge and the remedial action being taken, and shall provide University with such assurances as it may require concerning public safety and the environment. University also reserves to itself the right to clean up at the expense of Supplier. This right includes, without limitation, selecting cleanup Suppliers and Licensed Site Professionals, obtaining EPA identification numbers, and signing Hazardous Waste Manifests.