Purchasing Terms & Conditions
1. PRICE – If no price is specified herein, charges shall not exceed Supplier’s standard price for merchandise of like quality and quantity.
2. DISCOUNT – Discount terms must be stated on the invoice. Discounts will be calculated from the date material or the invoice is received whichever is later.
3. DELIVERY – The University reserves the right to cancel this order in whole or in part if any shipment of merchandise covered hereby is not received by the time specified.
4. QUANTITY – The University’s count will be accepted as final and conclusive on all shipments not accompanied by a packing list. Unless expressly provided for to the contrary on the face of this order, all shipments are to be made F.O.B. destination, and the Supplier shall bear all cost for cartage, boxing, or containers as required.
5. EARLY DELIVERY – Goods shipped to the University in advance of delivery schedules may be rejected or returned at the Supplier’s expense.
6. INVOICING – Please submit your invoice via email to firstname.lastname@example.org
The email subject line MUST include: Business Name, Purchase Order Number, and PA Code.
All invoices must reference the Purchase Order Number, PA Code, Vendor Name, and Remit To address.
If you wish to send by mail, please send the original invoice to: The Pennsylvania State University, Purchasing Services, 101 Procurement Services Building, University Park, PA 16802-1004 (unless otherwise specified) the day shipments are made. Individual invoices will be issued for each shipment and each order.
7. SHIP TO - Please ensure Ship To address reflected on Purchase Order and Purchase Order Number are on packing slip and label.
8. IDENTIFICATION –THE UNIVERSITY’S PURCHASE ORDER NUMBER MUST SHOW ON ALL INVOICES, PACKING LISTS, AND BILLS OF LADING.
9. PROTESTS - Any actual or prospective proposer may protest the solicitation or award of a contract for violations of Penn State's procurement policies or of laws and regulations governing Penn State's procurement activities. In order to be considered, all protests must be in writing and filed with and received by Penn State, not more than five (5) business days following the date of issuance of Penn State's Notice of Intent to Award or Notice of Award with the contact below. Protests received by Penn State after this date will be returned to the sender.
Richard D. Elmore
Director, Procurement Services
The Pennsylvania State University
101 Procurement Services Building
University Park, PA 16802-1004
Failure to timely file the bid protest shall constitute grounds for Penn State to deny the bid protest without further consideration of the grounds stated therein.
10. RETURN OF UNIVERSITY DATA OR INFORMATION UPON TERMINATION OR EXPIRATION: Upon expiration of a contract or order, or if a contract or order is terminated for any reason, Supplier will (i) deliver to the University, at no additional cost, a current copy of all University data or information in a readily available format, unless the parties mutually agree on a specific format for delivery, and (ii) if requested by the University in writing, completely destroy or erase all other copies of the University's information or data in Supplier's or its agents' possession in any form, including, but not limited to, electronic copies, hard copies, or other memory devices. At the University's request, Supplier shall certify to the University in writing that is has so destroyed or erased all copies of University data or information and that Supplier shall not make any further use of any of the University information or data.
1. ACCEPTANCE – This order, when accepted by the Supplier, shall constitute the entire contract between the buyer and supplier as agreed to and shall not be altered, amended, supplemented, or cancelled without the written approval of The Pennsylvania State University (referred to below as the “University”). Either the Supplier’s written acceptance of this order or the shipment of any confirming article or commencement of performance hereunder, shall constitute acceptance of this contract, and no contrary or additional terms or conditions shall apply. Except as otherwise provided herein, no conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement the terms and conditions of this order shall be binding unless hereafter made in writing and signed by the authorized parties. Additional or differing terms or conditions proposed by the Supplier in any format or included in Supplier’s acknowledgement hereof shall be deemed a material alteration of this order, are hereby objected to and rejected, and this offer shall be deemed accepted by Supplier without said additional or different terms.
2. CHANGES – The University may from time to time, by written instructions or drawings issued to the Supplier, make changes, issue additional instructions, require additional work, or direct the omission of work previously ordered. The provisions of this agreement shall apply to all such written modifications.
3. ADDITIONS – No extra work, additions, or alterations will be paid for by the University unless performed pursuant to and in accordance with the written order of the University.
4. CANCELLATIONS – The University may cancel this order at any time, giving notice in writing. An equitable adjustment in price and/or delivery schedule will be negotiated for materials completed or in process at the time of the change.
5. TERMINATION FOR DEFAULT – a) The University may by notice in writing direct Supplier to terminate this purchase order or work under this purchase order in whole or in part at any time for breach of any one or more of its terms. b) In the event of Supplier's default hereunder, the Buyer may exercise any or all rights accruing to it, both at law including those set forth in Article 2 of the Uniform Commercial Code or in equity. c) Supplier's obligations under the warranty, patent, indemnification, and confidentiality provisions of this purchase order shall survive such termination.
6. TERMINATION DUE TO LACK OF FISCAL FUNDING - In the event sufficient funds are not appropriated to the University, or to any one of its departments, to fulfill the requirements of the Agreement, the University may, in its sole discretion, terminate this Agreement, in whole or in part, by giving Supplier written notice thereof. In the event the University terminates the Agreement due to insufficient funds, this Agreement shall terminate on the first day of the University's fiscal year for which the funds are not appropriated.
7. WARRANTY AND INSPECTION – All articles sold and materials and work applied hereunder shall be of good quality and free from any defects and shall at all times be subject to inspection and rejection; but neither the University’s inspection nor failure to inspect or reject shall relieve the Supplier of any obligations hereunder. Such inspection shall not exclude any warranties in respect to such goods.
8. SAMPLES – May be requested for inspection and approval prior to manufacture or delivery.
9. PATENTS – The Supplier warrants that the material delivered, either alone or in combination with other materials, will not infringe on any patents in the United States or any foreign country.
10. INDEMNIFICATION – The Supplier agrees to indemnify the University and hold it harmless from and against all liability, loss and expense (including legal fees) for all damages and/or bodily injuries (including death) resulting from the actions, errors, omissions or negligence of the Supplier, its directors, officers, employees, agents, contractors or subcontractors, including, but not limited to, any defect in material, any defect in services, workmanship, design of any goods furnished, patent and/or copyright infringements or violations, and/or failure to follow or abide by any and all governing laws, ordinances, codes and regulations. This indemnity shall not be limited in any way by a limitation of liability clause or similar in Supplier's agreement.
11. INSURANCE – The Seller shall maintain the following insurances:
Standard Insurance Requirements: The Contractor/Supplier/Vendor, and any Subcontractor thereof, shall, at its own expense, carry and maintain the following insurance during the term of the Agreement, in amounts not less than that specified for each type. A self-insured program may be substituted for an insured program only after such self-insured program is reviewed and approved by the University's Risk Management Office.
Such insurance or self-insurance shall be primary and non-contributory to the University's insurance and self-insurance coverage.
The limits required for the Employers' Liability, Automotive Liability and Commercial General Liability coverages may be satisfied through primary insurance or a combination of primary and umbrella/excess liability insurance as long as the umbrella/excess liability insurance follows the form of the primary coverage.
Failure to procure, carry, and maintain the following insurance or self-insurance shall not relieve the Contractor/Supplier/Vendor, and any Subcontractor thereof, of any obligation or liability assumed under the Agreement, nor of any obligation or liability imposed by law.
In no event shall the liability of the Contractor/Supplier/Vendor be limited to the extent of any insurance or self-insurance or the minimum limits required herein.
Any self-insured retentions, deductibles, and exclusions in coverage in the insurance required shall be assumed by and at the sole risk of the Contractor/Supplier/Vendor.
The Contractor/Supplier/Vendor or its insurers must provide thirty (30) days advanced written notice to the University of any cancellation or material reduction in the required insurance or self-insurance programs below.
All insurance policies except the Workers' Compensation must contain a waiver of subrogation against the University.
All insurance coverages (except those that are self-insured and approved by the University) must be written with an insurer licensed to conduct business in Pennsylvania and rated not less than A- by A.M. Best.
In the event the Contractor/Supplier/Vendor fails to maintain and keep in force the insurance coverages required, the University shall have the right to immediately terminate the Agreement.
The insurance requirements shall be subject to University review and approval, on an annual basis, during the term of this Agreement.
i. Workers' Compensation for statutory obligations imposed by workers' compensation and occupational disease laws. Employers' Liability insurance shall be provided with limits of not less than $500,000 for each subcategory of coverage.
ii. Automobile Liability insurance (Bodily Injury Liability and Property Damage Liability) for all owned, leased, hired, non-owned vehicles with limits not less than $500,000 Combined Single Limit.
iii. Commercial General Liability insurance including coverage for bodily injury, property damage, and personal injury for premises and operations, products and completed operations, and contractual liability arising from all operations, written on an occurrence basis with limits not less than $1,000,000 and which must apply to ongoing operations. Medical Expense coverage must be written with a limit of not less than $10,000 per person. "The Pennsylvania State University" must be named as an additional insured.
An Insurance Certificate evidencing the above required coverages, limits, primary and non-contributory provisions, the Commercial General Liability additional insured provision, excess following form provisions, and waiver of subrogation provisions, must be provided to the University, with the Certificate Holder as follows:
The Pennsylvania State University
101 Procurement Services Building
University Park, PA 16802
Prior to commencing work, the vendor must provide a certification of insurance, referencing the purchase order number, to the attention of the purchasing agent.
iv. Professional Liability (Errors & Omissions) insurance if professional services are being provided (by licensed and non-licensed professionals), with limits not less than $1,000,000 per claim, for damages caused by acts, errors, omissions, and negligent acts of Contractor/Supplier/Vendor's employees and agents arising from the performance of professional services.
12. BANKRUPTCY – In the event of any proceedings in bankruptcy or insolvency by or against the Supplier, or in the event of the appointment (with or without the Supplier’s consent) of an assignee for the benefit of creditors, or of a receiver, the University may cancel this order for default.
13. PENNSYLVANIA LAW – Performance of this order and all other matters pertaining thereto shall be governed by the laws of the Commonwealth of Pennsylvania, United State of America, without reference to its conflict of law provisions.
14. LEGAL VENUE – The legal venue for any and all claims or other legal matters pertaining to the performance of this order shall be the local courts for the County of Centre, Pennsylvania.
15. TAXES – The University is exempt from all Federal Excise Taxes. The Pennsylvania State University is an instrumentality of the Commonwealth of Pennsylvania, and as such, is exempt from the Pennsylvania Sales and Use Tax.
16. ACT 45 - SALES TAX APPLICABILITY TO PSU CONSTRUCTION PROJECTS - The Contractor on Penn State construction projects shall pay sales, consumer, use and similar taxes for the work on portions thereof provided by the Contractor which are legally enacted when bids are received, whether or not yet effective or merely scheduled to go into effect.
The Contractor is obligated to pay all Pennsylvania sales tax with the exception of those items for which an exemption might be claimed under Sales and Use Tax Regulation S31.11-S31.16, Act 45.
17. RIGHT TO AUDIT - The Supplier is responsible for keeping accurate and reasonable records related to its performance and obligations under this order. In particular, records will be kept documenting any price, cost or budget computations required under the order. The Supplier agrees that the University or its duly authorized representative has the right to audit any directly pertinent books, documents, papers and records related to transactions and/or performance of the terms and conditions of the order. The Supplier shall make available to the University or its agents all such records and documents for audit on the Supplier’s premises during regular and reasonable working hours. The Supplier further agrees to disclose within 90 days of receipt any independent auditors’ reports, which bear directly on the performance or administration of this order.
The right to audit shall include periodic examinations of records throughout the term of the order and for a period of 3 years after its termination, or longer if required by law. The right to audit shall also apply to agents and subcontractors hired by the Supplier for the purpose of fulfilling the order. Subcontractors retained by the Supplier on a “cost-plus” basis shall electronically submit invoices of incurred costs on a quarterly basis. The University shall recoup the costs of the audit if the audit detects overcharges that reach or exceed .5 percent of the total order billings. In the event overcharges are detected, Supplier shall repay the University for the costs of the audit and any overcharges by submitting a refund and/or credit to PSU Purchasing within thirty (30) days following said audit. The requirements of this provision shall not apply to any portion of an overcharge that is the subject of a good-faith dispute between the University and Supplier.
18. BACKGROUND CHECK REQUIREMENTS - POLICY HR99 - Any supplier doing work on PSU premises, or to represent PSU at non-PSU locations, must certify that they have read PSU Policy HR99 and have complied with all relevant aspects as found on the following website: http://guru.psu.edu/policies/OHR/hr99.html.
By accepting this purchase order, supplier certifies that all employees, subcontractors, or volunteers who will work on University premises have successfully passed a background check that meet or exceed the University's standards for the type of work being performed as specified in the PSU policy.
In addition to the background checks, all individuals, including the employees of any subcontractors engaged by your firm to work on awarded project are required to self-disclose criminal arrests and/or convictions as outlined in the PSU Arrest and Conviction self-disclosure form within a 72 hour period of their occurrence. The self-disclosure form with the listing of convictions that must be reported can be found through a link within PSU Policy HR99 Background Check Process: http://guru.psu.edu/policies/OHR/hr99.html.
All disclosures from the background checks and self-disclosure requirement are to be reported to the Penn State Office of Human Resources (814/865-6247).
Criminal convictions will be reviewed with respect to the nature and gravity of the offense(s); time since conviction; completion of sentence or any other remediation; relevance to the position for which the employee is engaged; and discrepancies between the background check and what the employee self-reported.
Failure to comply with the background check and self-reporting requirements will be considered a breach of contract and grounds for termination of the awarded contract.
19. CHILD ABUSE REPORTING REQUIREMENTS - POLICY AD72 - All University employees, volunteers, and independent contractors, who in the course of their business, have reasonable suspicion of child abuse are required to make a report as outlined in PSU Policy AD72 http://guru.psu.edu/policies/AD72.html.
As a supplier of materials or services to The Pennsylvania State University, (including its Commonwealth Campuses), suppliers must comply with the following:
1. OSHA – Products shall meet, and be in compliance with, the current applicable prescribed standards of the Federal Occupational Safety and Health of Act of 1970 in effect on the date of this order.
2. EXECUTIVE ORDER #11246, as amended, governing Federal Contractors and Pennsylvania Executive Order 1972-1.
3. EXECUTIVE ORDER #11246, as amended, stating that a Federal Contractor with a contract in excess of $50,000 must require each subcontractor with 50 or more employees and a subcontract of $50,000 or more to maintain a written affirmative action plan. Therefore, the University requests assurances that a written affirmative action plan has been prepared.
4. EXECUTIVE ORDER #11246, as amended, requiring a Federal Contractor to obtain a certificate from all subcontractors with contracts in excess of $10,000 that the subcontractor does not and will not maintain employee facilities in a segregated manner, or permit its employees to perform services in a facility under the subcontractor’s control where segregated facilities are maintained.
5. THE PENNSYLVANIA HUMAN RELATIONS COMMISSION regulations in 16 PA Code, Chapter 49, whereby the contractor shall not discriminate against any applicant for employment because of regard to race, color, religious creed, ancestry, handicap or disability, national origin, age or sex.
6. SECTION 503 VOCATIONAL REHABILITATION ACT (orders over $10,000) relating to employment of qualified handicapped individuals, and the applicable rules and regulations (41 C.F.R. 60-741.5(a).
7. VIETNAM ERA VETERANS READJUSTMENT ASSISTANCE ACT (VEVRAA) of 1974 for orders over $10,000 as implemented by Department of Labor Regulations, 41 C.F.R. 60-250, requiring Affirmative Action for disabled veterans and veterans of the Vietnam era. For orders of $100,000 or more requiring Affirmative Action for qualified protected veterans this contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5 (a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.
8. EXECUTIVE ORDER #11625 for orders over $10,000 by other than personal service contractors, regarding Utilization of Minority Business Enterprises.
9. EXECUTIVE ORDER #11625 for orders over $100,000 regarding Minority Business Enterprises Subcontracting Program.
10. PUBLIC LAW #95-507 for orders over $100,000 regarding Small Businesses and Small Disadvantaged Businesses.
11. WITH RESPECT TO PURCHASE ORDERS issued under contracts with the government of the United States, Executive Order #12800, which includes the “Notification of Employee Rights Concerning Payment of Union Dues or Fees, including specifically the provisions of Section 2 (a), (1), (2), and (3), unless otherwise exempted by rules, regulations, or orders of the Secretary of Labor.
12. PURCHASE ORDERS IN EXCESS OF $150,000 -
A.Supplier agrees that the University, the Federal awarding agency, the Comptroller General of the United States, or any of their duly authorized representatives shall, until the expiration of three (3) years after final payment on this purchase order, have access to and the right to examine any pertinent books, documents, papers, and records of such Supplier involving transactions related to this purchase order.
B.By submitting a signed proposal or quotation in response to the University’s solicitation, Supplier certifies that pursuant to Executive Orders 12549 and 12689 and the implementing rules it presently is not debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency.
C.Supplier shall comply with all applicable standards, orders or regulations issued pursuant to the Clear Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.). Violations shall be reported to the Regional Office of the Environmental Protection Agency and the appropriate Federal awarding agency.
D.Supplier shall comply with the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). By submitting a signed proposal or quotation in response to the University’s solicitation, Supplier certifies that Supplier will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Supplier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.
13. PURCHASE ORDERS IN EXCESS OF $2,000 for construction or $2,500 for repair - Supplier shall comply with the Copeland “Anti-Kickback” Act (18 U.S.C. 674 and 40 U.S.C. 276C) as supplemented by Department of Labor regulations (29 CFR part 3, “Contractors and Subcontracts on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”).
14. WALSH-HEALY PUBLIC CONTRACTS ACT - If this purchase order is for the manufacture or furnishing of materials, supplies, articles or equipment in an amount which exceeds, or may expect to exceed, $10,000 and is otherwise subject to the Walsh-Healy Public Contracts Act as amended (41 U.S. Code 34-35), there are hereby incorporated reference to all representations and stipulations required by said Act and regulations issued thereunder by the Secretary of Labor, such representation and stipulations being subject to all applicable rulings and interpretations of the Secretary of Labor.
15. VENDORS DEALING WITH MINORS - Any vendor dealing with minors, under the age of 18, on Penn State premises or representing Penn State at non-Penn State locations, must adhere to PSU Policy AD39 and comply with all relevant aspects as found on the following website: http://guru.psu.edu/policies/AD39.html. This includes all employees, subcontractors, and volunteers.
16. ADA COMPLIANCE - The Pennsylvania State University is dedicated to ensuring accessibility to programs, services, and activities in accordance with the Americans with Disabilities Act, Title II.
17. PRODUCT ACCESSIBILITY - The University is committed to purchasing or recommending electronic and information technology (EIT) that provides the same programs, benefits and services that they do to individuals without disabilities except when it is technically unfeasible to do so. Electronic and information technology (“EIT”) is information technology and any equipment or interconnected system or subsystem of equipment that is used in the creation, conversion, or duplication of data or information. EIT includes, but is not limited to, the following:
· Telecommunications products
· Information kiosks
· Automated teller machines
· Internet and intranet websites
· Electronic books and electronic book reading systems
· Search engines and databases
· Course management systems
· Classroom technology and multimedia
· Personal response systems (“clickers”)
· Office equipment
For web-based technology, Supplier must ensure that products provided under this Agreement conform to the W3C Web Content Accessibility Guidelines, version 2.0 (WCAG 2.0) at conformance levels A and AA. In the event products provided under this Agreement do not fully conform to WCAG 2.0 A and AA, Supplier must advise University in writing of the nonconformance and should provide detailed information regarding the plans to achieve conformance, including but not limited to an intended timeline.
For non-web based EITs, Supplier warrants that the products or services to be provided under this contract comply with the accessibility requirements of section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, Part 1194. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its products or services. Supplier further agrees to indemnify and hold harmless University from any claims arising out of its failure to comply with the aforesaid requirements. Failure to comply with these requirements shall constitute a breach and be grounds for termination of the Contract.
18. FERPA - If Supplier receives from or on behalf of the University, or by reason of this order or contract has access to information or data which is protected by the Family Education Rights and Privacy Act, 20 U.S.C. Section 1232g, and any regulations promulgated pursuant thereto ("FERPA") (all such University data or information "FERPA Data"), then in addition to these Purchasing Terms and Conditions, the terms and conditions of the University's FERPA Data Addendum or the University's Addendum for Hosting Sensitive Penn State Data shall control Supplier's receipt, access to and/or use of FERPA data.
19. SOCIAL RESPONSIBILITY - Fulfilling the mission of The Pennsylvania State University for those we serve requires the highest standards of integrity, responsibility, and respect, and we encourage our suppliers to aspire to those same standards, particularly when on campus or engaging with members of the University community. The University has adopted the Global Sullivan Principles of Social Responsibility. We also encourage our suppliers to adopt and follow these principles.
20. NON-DISCRIMINATION - During the performance of this contract, the Supplier agrees that it will not discriminate against any employee or applicant for employment because of age, race, color, ancestry, national origin, religion, creed, service in the uniformed services (as defined in state and federal law), veteran status, sex, sexual orientation, marital or family status, pregnancy, pregnancy-related conditions, physical or mental disability, gender, perceived gender, gender identity, genetic information or political ideas, or any other basis prohibited by law.
21. VENDOR CONDUCT - The University is committed to equal access to programs, facilities, admission and employment for all persons, in an environment free of harassment and free of discrimination. Conduct constituting harassment or discrimination in the University environment, as prohibited by University Policies AD85 and AD91, is subject to corrective action.
22. CONFIDENTIAL INFORMATION - "Confidential Information” shall mean any and all PSU data, Personal Data, sound, image, video or other files, including applications, that are provided to, uploaded to, stored or otherwise accessible by Supplier/Vendor/Contractor/Subcontractors (each a “Recipient”), which may or may not be unmarked, and other proprietary information which is specifically marked as proprietary or confidential and which is disclosed by PSU in any form in connection with this contract. “Personal Data” includes, but is not limited to, personal identifiers such as name, address, phone number, date of birth, Social Security Number, and student or personnel identification number; FERPA Data (as defined by 20 U.S.C. Section 1232g and the regulations promulgated pursuant thereto); cardholder data; IP address; driver’s license number; other state-or-federal identification numbers such as passport, visa or state identity card numbers; account number or credit or debit card number, or an account number or credit card number in combination with any required security code, access code or password that would permit access to an individual’s financial account; health information as defined in applicable statutes, laws, and regulations; and such other data and information as may be specified by applicable law as “Personal Data” or the equivalent thereof.
During the term of this contract and indefinitely after the date of termination of this contract, Recipient (a) shall treat as confidential all Confidential Information provided by PSU, (b) shall not use such Confidential Information except as expressly permitted under the terms of this contract or otherwise previously authorized in writing by PSU, (c) shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of such Confidential Information, and (d) shall not disclose such Confidential Information to any third Party. Without limiting the foregoing, Recipient shall use at least the same procedures and degree of care to prevent the disclosure of Confidential Information as it uses to prevent the disclosure of its own confidential information of like importance, and shall in any event use no less than reasonable procedures and a reasonable degree of care.
Upon becoming aware of a security breach in which PSU Confidential Information is used or disclosed in a manner not covered by the contract, or in violation of any applicable state or federal laws, Recipient will report to PSU any security incident immediately upon being aware of such a breach and take corrective steps to remedy the breach as requested by PSU. Such report will be made to the Penn State Privacy Office at 227 West Beaver Avenue, Suite 103, State College, PA 16801. Phone (814) 863-3049.
Exceptions: Notwithstanding the above, Recipient shall not have liability with regard to any Confidential Information that: (a) was generally available to the public at the time it was disclosed, or becomes generally available to the public through no fault of the recipient; (b) was known to the Recipient at the time of disclosure as shown by written records in existence at the time of disclosure; (c) was developed independently by the Recipient prior to the disclosure, as shown by written records in existence prior to the disclosure (d) is disclosed with the prior written approval of PSU; (e) becomes known to the Recipient from a source other than PSU without breach of this contract by the Recipient and in a manner which is otherwise not in violation of PSU’s rights; or (f) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Recipient shall provide reasonable advance notice to enable PSU to seek a protective order or otherwise prevent such disclosure.
General Provisions and Certifications for Government Contracts:
The following clauses are applicable on solicitations and awards in support of Government Contracts and are hereby incorporated by reference into solicitations and any purchase orders with the same force and effect as if set forth in full text. To the extent that an earlier version of any such clause is included in the prime contract or subcontract under which solicitation or purchase order is issued, the date of the clause as it appears in such prime contract or subcontract shall be controlling and said version is incorporated herein. Where necessary to make the context of the Federal Acquisition Regulations (FAR) and Department of Defense Federal Acquisition Regulation Supplement (DFARS) clauses set forth in these General Provisions applicable to this solicitation or subcontract, the term “Contractor” shall mean “Subcontractor”, “Seller” or “Supplier”, the term “Contract” or “Subcontract” shall mean “Purchase Order”, the term “Government” shall mean “Buyer” or “University” and the term “Contracting Officer” shall mean “Buyer’s Purchasing Representative”. It is intended that the referenced clauses shall apply to Seller, the legal entity which contracts with the University under any solicitation or purchase order, in such manner as is necessary to reflect the position of Seller as a Supplier to the University, Buyer and legal entity issuing a solicitation or purchase order; to insure Seller’s obligations to the University and the United States Government; and to enable the University to meet its obligations under its prime contract or subcontract.
All of the clauses hereby incorporated by reference may be found in the Federal Acquisition Regulations (FAR) and the DOD Federal Acquisition Regulation Supplement (DFARS). Copies of the Federal Acquisition Regulation and the DOD Federal Acquisition Regulation Supplement may be purchased from the Superintendent of Documents, U.S. Government Printing Office, Washington, DC 20402.
|52.202-1||Definitions (Jan 2012)|
|52-203-15||Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (June 2010)|
|52.204-2||Security Requirements (Aug 1996) (Alt. I) (Apr 1984)|
|52.204-7||Central Contractor Registration (Aug 2012)|
|52.204-10||Reporting Executive Compensation and First-Tier Subcontract Awards (Feb 2012)|
|52.208-8||Required Sources of Helium and Helium Usage Data (Apr 2002)|
|52.209-5||Certification Regarding Responsibility Matters (Apr 2010)|
|52.211-5||Material Requirement (Aug 2000)|
|52.211-15||Defense Priority and Allocation Requirements (Apr 2008)|
|52.215-16||Facilities Capital Cost of Money (June 2003)|
|52.215-17||Waiver of Facilities Capital Cost of Money (Oct 1997) (applicable when cost of money is not proposed)|
|52.215-19||Notification of Ownership Changes (Oct 1997)|
|52.215-20||Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data (Oct 2010)|
|52.215-21||Requirement for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data - Modifications (Oct 2010)|
|52.222-25||Affirmative Action Compliance (Apr 1984)|
|52.222-41||Service Contract Act of 1965 (Nov 2007)|
|52.222-50||Combating Trafficking in Persons (Feb 2009)|
|52.222-51||Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment (Nov 2007)|
|52.222-53||Exemption from Application of the Service Contract Act to Contracts for Certain Services - Requirements (Feb 2009)|
|52.223-7||Notice of Radioactive Materials (Jan 1997)|
|52.223-10||Waste Reduction Program (May 2011)|
|52.223-11||Ozone Depleting Substances (May 2001)|
|52.223-12||Refrigeration Equipment & Air Conditioners (May 1995)|
|52.224-2||Privacy Act (Apr 1984)|
|52.225-1||Buy American Act - Supplies (Feb 2009)|
|52.225-2||Buy American Act Certificate (Feb 2009)|
|52.225-5||Trade Agreements (May 2012)|
|52.225-6||Trade Agreements Certificate (Jan 2005)|
|52.225-8||Duty-Free Entry (Oct 2010)|
|52.227-9||Refund of Royalties (Apr 1984)|
|52.227-10||Filing of Patent Applications – Classified Subject Matter (Dec 2007)|
|52.227-11||Patent Rights - Ownership by Contractor (Dec 2007)|
|52.227-13||Patent Rights - Ownership by the Government (Dec 2007)|
|52.227-14||Rights in Data - General (Dec 2007)|
|52.227-16||Additional Data Requirements (June 1987)|
|52.227-17||Rights in Data - Special Works (Dec 2007)|
|52.227-18||Rights in Data - Existing Works (Dec 2007)|
|52.227-19||Commercial Computer Software License (Dec 2007)|
|52.228-3||Workers' Compensation Insurance (Defense Base Act) (Apr 1984)|
|52.228-4||Workers' Compensation and War-Hazard Insurance Overseas (Apr 1984)|
|52.228-5||Insurance-Work on a Government Installation (Jan 1997)|
|52.229-10||State of New Mexico Gross Receipts and Compensating Tax (Apr 2003)|
|52.232-8||Discount for Prompt Payment (Feb 2002)|
|52.232-16||Progress Payments (Apr 2012)|
|52.232-25||Prompt Payment (Oct 2008)|
|52.233-3||Protest After Award (Aug 96) (Alt. I) (June 1985)|
|52.234-1||Industrial Resources Developed Under Defense Production Act Title III (Dec 1994)|
|52.236-13||Accident Prevention (Nov 1991)|
|52.243-1||Changes – Fixed Price (Aug 1987)– Alt. II (Apr 84)|
|52.244-6||Subcontracts for Commercial Items (Dec 2010)|
|52.245-1||Government Property (Apr 2012)|
|52.245-2||Government Property Installation Operation Services (Apr 2012)|
|52.246-3||Inspection of Supplies-Cost Reimbursement (May 2001)|
|52.246-5||Inspection of Services-Cost Reimbursement (Apr 1984)|
|52.246-6||Inspection-Time-and-Material and Labor-Hour (May 2001)|
|52.246-16||Responsibility for Supplies (Apr 1984)|
|52.247-63||Preference for U.S.-Flag Air Carriers (June 2003)|
|52.247-64||Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)|
|52.249-1||Termination for Convenience of the Government (Fixed Price) (Short Form) (Apr 1984)|
|52.249-8||Default (Fixed-Price Supply and Service) (Apr 1984)|
|52.251-1||Government Supply Sources (Apr 2012)|
|52.253-1||Computer Generated Forms (Jan 1991)|
|252.203-7002||Requirement to Inform Employees of Whistleblower Rights (Jan 2009)|
|252.204-7000||Disclosure of Information (Dec 1991)|
|252.204-7003||Control of Government Personnel Work Product (Apr 1992)|
|252.204-7005||Oral Attestation of Security Responsibilities (Nov 2001)|
|252.223-7001||Hazard Warning Labels (Dec 1991)|
|252.223-7002||Safety Precautions for Ammunition and Explosives (May 1994)|
|252.223-7003||Change in Place of Performance – Ammunition and Explosives (Dec 1991)|
|252.225-7001||Buy American Act and Balance of Payments Program (June 2012)|
|252.225-7002||Qualifying Country Sources as Subcontractors (June 2012)|
|252.225-7007||Prohibition on Acquisition of United States Munitions List Items from Communist Chinese Military Companies (Sept 2006)|
|252.225-7009||Restrictions on Acquisition of Certain Articles Containing Specialty Metals (June 2012)|
|252.225-7013||Duty-Free Entry (June 2012)|
|252.225-7016||Restriction on Acquisition of Ball and Roller Bearings (June 2011)|
|252.227-7013||Rights in Technical Data – Noncommercial Items (Feb 2012)|
|252.227-7014||Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (Feb 2012)|
|252.227-7015||Technical Data – Commercial Items (Dec 2011)|
|252.227-7017||Identification and Assertion of Use, Release, or Disclosure Restrictions (Jan 2011)|
|252.227-7019||Validation of Asserted Restrictions – Computer Software (June 1995)|
|252.227-7026||Deferred Delivery of Technical Data or Computer Software (Apr 1988)|
|252.227-7027||Deferred Ordering of Technical Data or Computer Software (Apr 1988)|
|252.227-7030||Technical Data - Withholding of Payment (Mar 2000)|
|252.227-7037||Validation of Restrictive Markings on Technical Data (June 2012)|
|252.227-7039||Patents-Reporting of Subject Inventions (Apr 1990)|
|252.231-7000||Supplemental Cost Principles (Dec 1991)|
|252.244-7000||Subcontracts for Commercial items and Commercial Components (DOD Contracts) (June 2012)|
|252.246-7000||Material Inspection and Receiving Report (Mar 2008)|
|252.251-7000||Ordering from Government Supply Sources (Aug 2012)|
|52.222-3||Convict Labor (June 2003)|
|52.223-18||Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011)|
|52.222-19||Child Labor – Cooperation with Authorities and Remedies (March 2012)|
|52.222-54||Employment Eligibility Verification (Oct 2015)|
|52.225-13||Restrictions on Certain Foreign Purchases (June 2008)|
|52.232-23||Assignment of Claims (Jan 1986)|
|52.222-20||Walsh-Healy Public Contracts Act (Oct 2010)|
|52.222-21||Prohibition of Segregated Facilities (Feb 1999)|
|52.222-22||Previous Contracts & Compliance Reports (Feb 1999)|
|52.222-26||Equal Opportunity (Mar 2007)|
|52.222-36||Affirmative Action for Workers with Disabilities (Oct 2010)|
|52.222-40||Notification of Employee Rights Under the National Labor Relations Act (Dec 2010)|
|By submitting a signed proposal or quotation in response to the University’s solicitation, the supplier is providing a negative assurance in accordance with FAR 52.209-5 Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters. Certification in paragraph (a) of this clause is material representation of fact upon which reliance is placed when making any resulting award.|
|52.209-6||Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Dec 2010)|
|52.222-35||Equal Opportunity for Veterans (Sep 2010)|
|52.222-37||Employment Reports on Veterans (Sept 2010)|
By submitting a signed proposal or quotation in response to the University’s solicitation, the supplier is providing positive assurance to the best of his or her knowledge and belief that on or after December 23, 1989:
Assurance and disclosure by submission of your signed proposal is a prerequisite for making or entering into any resulting purchase order imposed by section 1352, title 31, United States Code. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure form to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000 and not more than $100,000, for each such failure.
|52.203-3||Gratuities (Apr 1984)|
|52.203-5||Covenant Against Contingent Fees (Apr 1984)|
|52.203-6||Restrictions on Sub-Contractor Sales to the Government (Sep 2006)|
|52.203-7||Anti-Kickback Procedures (Oct 2010)|
|52.203-8||Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (Jan 1997)|
|52.203-10||Price or Fee Adjustment for Illegal or Improper Activity (Jan 1997)|
|52.203-11||Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (Sep 2007)|
|52.203-12||Limitation on Payments to Influence Certain Federal Transactions (Oct 2010)|
|52.215-2||Audit and Records- Negotiation (Oct 2010) (Alt. II) (Apr 1998)|
|52.215-14||Integrity of Unit Prices (Oct 2010)|
|52.219-8||Utilization of Small Business Concerns (Nov 2016)|
|52.222-4||Contract Work Hours and Safety Standards Act - Overtime Compensation (Jul 2005)|
|52.223-6||Drug-Free Workplace (May 2001)|
|52.227-1||Authorization and Consent (Dec 2007)|
|52.227-2||Notice and Assistance Regarding Patent and Copyright Infringement (Dec 2007)|
|52.232.17||Interest (Oct 2010)|
|52.242-13||Bankruptcy (July 1995)|
|52.244-2||Subcontracts (Oct 2010) (Alt 1) (June 2007)|
|52.244-5||Competition in Subcontracting (Dec 1996)|
|52.246-2||Inspection of Supplies - Fixed Price (Aug 1996)|
|52.246-4||Inspection of Services - Fixed Price (Aug 1996)|
|52.246-24||Limitation of Liability-High Value Items (Feb 1997)|
|52.248-1||Value Engineering (Oct 2010)|
|52.249-2||Termination for Convenience of the Government (Fixed Price) (Apr 2012)|
|252.203-7000||Requirements Relating to Compensation of Former DoD Officials (Dec 2012)|
|252.203-7001||Prohibition on Persons Convicted on Fraud or Other Defense Contract Related Felonies (Dec 2008)|
|252.209-7001||Disclosure of Ownership or Control by the Government of a Terrorist Country (Jan 2009)|
|252.209-7004||Subcontracting with Firms that are owned or Controlled by the Government of a Terrorist Country (Dec 2006)|
|252.242-7004||Material Management and Accounting System (May 2011)|
|252.247-7023||Transportation of Supplies by Sea (May 2002)|
|52.222-37||Employment Reports on Veterans ** Applies when 52.222-35, Equal Opportunity for Veterans is also included **|
|52.226-1||Utilization of Indian Organizations and Indian-Owned Economic Enterprises (Jun 2000)|
|252-205-7000||Provision of Information to Cooperative Agreement Holders (Dec 91)|
|52.219-16||Liquidated Damages - Subcontracting Plan (Jan 1999)|
|252.215-7000||Pricing Adjustment (Dec 2012)|
|252.215-7002||Cost Estimating System Requirements (Dec 2012)|
|252.219-7003||Small Business Subcontracting Plan (DOD Contracts) (Oct 2014)|
|52.219-9||Small Business Subcontracting Plan (Jan 2017)|
|52.215-10||Price Reduction for Defective Cost or Pricing Data (Aug 2011)|
|52.215-12||Subcontractor Certified Cost or Pricing Data (Oct 2010)|
|52.215-13||Subcontractor Certified Cost or Pricing Data – Modifications (Oct 2010)|
|52.215-15||Pension Adjustment and Asset Revisions (Oct 2010)|
|52.215-18||Reversion or Adjustment of Plans for Postretirement Benefits (PRB) other than Pensions (PRB) (July 2005)|
|52.230-3||Disclosure and Consistency of Cost Accounting Practices (May 2012)|
|52.230-2||Cost Accounting Standards (May 2012)|
|52.230-5||Cost Accounting Standards - Educational Institutions (May 2012)|
|52.230-6||Administration of Cost Accounting Standards (June 2010)|
|15-406-2||Certificate of Current Cost or Pricing Data (Aug 2010)|
|52.243-7||Notification of Changes (Apr 1984) (Note: Paragraph (b) - 30 days; paragraph (d) -60 days)|
|52.203-13||Contractor Code of Business Ethics and Conduct (Apr 2010)|
|52.203-14||Display of Hotline Posters (Dec 2007)|