XXXX/CSU Fullerton Auxiliary Services Corporation Contract Number 2006-XXXX-01 Page 3 of 4
AGREEMENT
Between
CSU Fullerton Auxiliary Services Corporation
And
<name of Company>
On this ____ day of ____, this agreement is entered into by and between <Name of Organization> (hereinafter “USER”), a <type> organization located in <address> and CSU Fullerton Auxiliary Services Corporation (hereinafter “ASC”) a non-profit auxiliary corporation and fiscal agent of California State University, Fullerton (CSUF) located in Fullerton, California, for the access and use of <name of equipment, tag# or serial#> title of which belongs to CSUF.
1. Principal Contacts. The following are considered the principal contacts responsible for maintenance and use the equipment.
1.1. <insert name of faculty> is the technical contact and is responsible for maintenance and safekeeping of equipment. Dr. <insert> may be reached at (657) 278-xxxx or .
1.2 Shou-Yinn (Pearl) Cheng, Director of Sponsored Programs, CSUF ASC, shall serve as administrative contact and may be reached at (657) 278-4103 or .
1.3 <Contact Person> shall serve as the principal contact for USER for fiscal and administrative matters, and may be reached at (xxx) xxx-xxxx or .
1.4 Changes in Principal Contacts must be prior approved in writing by William M. Dickerson, Executive Director of the California State University Fullerton ASC and by xxxx, xxxx of USER, or their respective designees.
2. TERM OF USE, MONTHLY FEE: The term of use will be effective upon the date of last signature on this agreement (“effective date”) and will continue until USER has met all of its obligations under the lease. Payments to the use of equipment are payable monthly in advance. The first monthly payment is due five (5) days immediately after effective date and consecutive future monthly payments will be due on the same day each month following effective date. All checks shall be made to “CSU Fullerton Auxiliary Services Corporation” and mailed to:
CSU Fullerton Auxiliary Services Corporation
Shou-Yinn (Pearl) Cheng
Office of Sponsored Programs
2600 Nutwood Ave., Suite 275
Fullerton, CA 92831-3137
USER’s obligation to pay is unconditional and is not subject to any reduction, set-off, defense, or counterclaim for any reason whatsoever. If any part of a payment is not made by USER when due, USER agrees to pay ASC a late charge of ten (10%) percent of each such late payment, but only to the extent permitted by law. USER agrees to pay ASC the late charge not later than one month following the date that the original payment was due.
3. OWNERSHIP and ASSIGNMENT: The said equipment is the sole property of ASC. USER may not sell, transfer, assign or sublease the equipment. If any person or entity attempts to claim ownership of the equipment by asserting that claim against USER or through USER, USER agrees, at USER’s expense, to protect and defend ASC’s title to the equipment. Further, USER agrees that USER will at all times keep the equipment free from any legal process or lien whatsoever, and USER shall give immediate notice to ASC if any legal process or lien is asserted or made against the equipment.
4. CARE, USE AND LOCATION; LOSS OF EQUIPMENT: ASC is responsible for installing and ensuring that the equipment remains in good working order and repair. USER is responsible for protecting the equipment from damage, except for ordinary wear and tear and from any other kind of loss while the equipment is under USER’s use. Equipment will only be used for business purposes and in compliance with all applicable local, state and federal laws. USER shall not make any alterations to the equipment without ASC’s prior written consent. If the equipment is damaged or lost due to USER’s acts, USER agrees to continue to make monthly payments. The equipment will only be used and kept at the following address:
<insert Room #>
<address>
<address>
5. LIABILITY: ASC is not responsible for any injuries, damages or losses to USER, USER’s property, or any other person(s) caused by the installation or use of the equipment by USER. USER agrees to defend, indemnify and hold ASC, its officers, employees and agents harmless from and against any and all liability, loss, expense attorneys’ fees, or claims for injury or damages arising out of the performance of this agreement but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from acts or omissions of USER, its officers, agents or employees.
6. DEFAULT AND REMEDIES: If USER does not make monthly payments when due or if USER does not comply with any terms under this lease, or if USER becomes insolvent, assigns its assets for the benefit of its creditors, or enter (voluntarily or involuntarily) a bankruptcy proceeding, USER will be in default. Upon default, ASC shall cancel this agreement and USER shall pay to ASC any remaining balance of payments due under this agreement.
7. OTHER RIGHTS: USER agrees that any delay or failure to enforce the terms under this lease does not constitute a waiver by ASC and will not prevent ASC from enforcing any of its rights at a later time. Both parties intend this lease to be a valid and legal document, and agree that if any part is determined to be unenforceable, all other parts will remain in full force and effect.
8. MISCELLANEOUS: USER understands that ASC and the vendor/manufacturer of the equipment are separate and independent corporations and that the vendor/manufacturer are not agents of ASC. No representation or guarantee or warranty by vendor/manufacturer is binding on ASC and no breach of vendor/manufacturer will excuse USER from its obligations to ASC under this agreement.
9. APPLICABLE LAW. This agreement and any disputes concerning it shall be interpreted under the laws of the State of California.
10. INTERPRETATION. For purposes of construction and interpretation, this Agreement shall be deemed to have been mutually drafted by the parties hereto. Thus, the parties to this agreement shall determine and resolve any issues of ambiguity related to the interpretation of the provisions herewith.
11. ENTIRE AGREEMENT. This Agreement, including any referenced attachments, appendices and references, constitutes the entire Lease Agreement and supersedes any other written or oral representations, statements negotiations, or agreements.
IN WITNESS THEREOF, the parties have executed this subcontract on the day and year first written above.
FOR: XXXX FOR: CSU FULLERTON ASC
XXXX Date William M. Dickerson Date
XXXX Executive Director
ACKNOWLEDGMENT:
I have read, understand and will abide by the terms and conditions of this agreement
Technical Contacts:
For XXX: For CSUF ASC:
_________________________ _______________________________
Printed Name: Printed Name:
Title: Title: