Contract between the board of regents of the unversity system of georgia and

COVER REMEDY

1. 
   Definition. The “Cover Remedy” will be for Contractor to pay the BOR (and/or credit against any amounts owed or becoming owed to Contractor by the BOR) an amount of money determined as set forth below. If invoked, the Cover Remedy shall be to the exclusion of all other remedies available to the BOR, except the liquidated damages described in this Contract.
   

2. 
   Calculation of the Cover Remedy. The amount of money to be paid or credited to the BOR by Contractor as the Cover Remedy will be equal to the sum of all losses that the BOR incurs in connection with obtaining the services from a substitute contractor, including the difference between the cost of such services, obtained in such manner, and the cost of such Services under the terms of this Contract, as well as any penalties assessed by federal or State law. Contractor acknowledges and agrees that, for a variety of reasons, such damages may significantly exceed the costs of obtaining the services pursuant to the terms of this Contract. Notwithstanding the above, the BOR agrees that any substitute services or System procured by the BOR under this provision will have substantially similar features and functions as contemplated under this Contract and the BOR will exercise ordinary care and diligence to mitigate any damages sought under this Section.
   

3. 
   Exercise of the Cover Remedy. The Cover Remedy will be exercisable by the BOR only in connection with the BOR’s termination of the Contract or portion thereof in accordance with its terms or upon the failure of other remedies enumerated in this Contract for breach of a warranty or covenant made by Contractor.
   

14. ENTIRE AGREEMENT

This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or contracts. No written or oral agreements, representatives, statements, negotiations, understandings, or discussions that are not set out, referenced, or specifically incorporated in this Contract shall in any way be binding or of effect between the Parties.

14. COUNTERPARTS

This Contract may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were on the same instrument. Any signature that is transmitted by facsimile or other electronic means shall be binding and effective as the original.

_____________________________________ _______________________

Dr. Steve Wrigley, Executive Vice Chancellor Date




CONTRACTOR NAME

BY:

Signature Date
______________________________________

Print/Type Name

___________________________________ ______________________________

TITLE AFFIX CORPORATE SEAL HERE

(Corporations without a seal, attach a

Certificate of Corporate Resolution)

ATTEST: ___________________________________

**SIGNATURE

_____________________________

TITLE
* Must be President, Vice President, CEO or other authorized officer

**Must be Corporate Secretary

ATTACHMENT A

ATTACHMENT B

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS

Federal Acquisition Regulation 52.209-5, Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters (March 1996)

(a) (1) Contractor certifies, to the best of its knowledge and belief, that—

1. 
   Contractor and/or any of its Principals—
   

1. 
   Are  are not  presently debarred, suspended, proposed for debarment, or declared ineligible for award of contracts by any federal agency;
   
2. 
   Have  have not  within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, State, or local) contract or subcontract; violation of federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, evasion, or receiving stolen property; and
   
3. 
   Are  are not  presently indicted for, or otherwise criminally or civilly charged by a governmental entity with commission of any of the offenses enumerated in subdivision (a)(1)(i)(B) of this provision.
   

2. 
   Contractor has  has not  within a three-year period preceding this offer, had one or more contracts terminated for default by any federal agency.
   

2. 
   “Principals,” for purposes of this certification, means officers, directors, owners, partners, and, persons having primary management or supervisory responsibilities within a business entity (e.g., general manager, plant manager, head of a subsidiary, division, or business segment; and similar positions).
   

This certification concerns a matter within the jurisdiction of an agency of the United States and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under 18 U.S.C. § 1001.

2. 
   Contractor shall provide immediate written notice to the contracting officer if, at any time prior to Notice of Award (“NOA”), Contractor learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.
   
3. 
   A certification that if any of the items in paragraph (a) of this provision exist will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of Contractor’s responsibility. Failure of Contractor to furnish a certification or provide such additional information as requested by the contracting officer may render Contractor non-responsible.
   
4. 
   Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of Contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
   
5. 
   The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that Contractor knowingly rendered an erroneous certification, in addition to other remedies available to the State, the contracting officer may terminate the Contract resulting from this solicitation for default.
   

Contractor:

By: ___________________________________

___________________________________ ________________

Signature Date

___________________________________

Name and Title