Standard Terms and Conditions

1. Remedies and Applicable Law. This Contract shall be governed by and construed in accordance with the laws of the State of Arizona. The University and Offeror shall have all remedies afforded by said law.
2. Interpretation-Parol Evidence. This writing shall be intended by the parties as a final expression of their Contract and shall be intended also as a complete and exclusive statement of the terms of their Contract. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this Contract. Acceptance or acquiescence in a course of performance rendered under this Contract shall not be relevant to determine the meaning of this Contract even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code is used in this Contract, the definition contained in the Code is to control.
3. Contract Claims and Controversies. All Contract claims and controversies arising under this Contract shall be resolved pursuant to Arizona Board of Regents procurement procedures, section 3-809, in particular section 3-809C.
4. Equal Opportunity Clause. The provisions of Section 202 Executive Order 11246.41, C.F.R. §60-1.4.41, C.F.R. §60-250.4 and 41, and C.F.R. §60-741.4 shall be incorporated herein by reference and shall be applicable to this Contract unless this Contract is exempted under the rules, regulations or orders of the Secretary of Labor.
5. Non-Discrimination. During the performance of this Contract, the Offeror agrees not to discriminate against any employee or applicant for employment because of race, color, sex, religion, or national origin, or because he or she has a physical or mental handicap, or because he or she is a disabled veteran or a veteran of the Vietnam era. The aforesaid provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training including apprenticeship. The parties agree to comply with Arizona Executive Order 99-4, prohibiting discrimination in employment by government Contractors, to the extent applicable to this Contract.
6. Indemnification. Offeror shall indemnify, defend, save and hold harmless the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Offeror or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation Law or arising out of the failure of such Offeror to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Offeror from and against any and all claims. It is agreed that Offeror shall be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Offeror agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents and employees for losses arising from services performed by the Offeror for the State of Arizona..
7. Labor Disputes. Offeror shall give prompt notice to the University of any actual or potential labor dispute which delays or may delay performance of this Contract.
8. Force Majeure. Neither party shall be held responsible for any losses resulting if the fulfillment of any terms or provisions of this Contract are delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence, said party is unable to prevent.
9. No Waiver. No waiver by the University of any breach of the provisions of this Contract by the Offeror shall in any way be construed to be a waiver of any future breach or bar the University's right to insist on strict performance of the provisions of the Contract.
10. Modifications. This Contract shall be modified or rescinded only by a writing signed by both parties or their duly authorized agents.
11. Assignment-Delegation. No right or interest in this Contract shall be assigned or delegation of any obligation made by Offeror without the written permission of the University. Any attempted assignment or delegation by Offeror shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph.
12. Assignment of Anti-Trust Overcharge Claims. The parties recognize that in actual economic practice overcharges resulting from anti-trust violations are in fact borne by the ultimate purchaser; therefore, Offeror hereby assigns to the Arizona Board of Regents any and all claims for such overcharges.
13. Cancellation for Lack of Funding. This Contract may be canceled without any further obligation on the part of the Arizona Board of Regents and Northern Arizona University in the event that sufficient appropriated funding is unavailable to assure full performance of the terms. The Offeror shall be notified in writing of such non-appropriation at the earliest opportunity.
14. Cancellation of State Contract. In accordance with A.R.S. §38-511, this Contract may be canceled without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of the University shall, at anytime while the Contract or any extension of the Contract shall be in effect, be an employee of any other party to the Contract in any capacity or a consultant to any other party of the Contract with respect to the subject matter of the Contract.
15. Cancellation for Conflict of Interest. The parties agree that this Contract may be canceled for conflict of interest in accordance with A.R.S. §38-511.
16. Termination. The University may by written notice, stating the extent and effective date, terminate this Contract for convenience in whole or in part, at any time. The University shall pay the Offeror as full compensation for performance until such termination: (1) the unit or pro rata Contract price for the delivered and accepted portion; and (2) a reasonable amount, not otherwise recoverable from other sources by the Offeror as approved by the University, with respect to the undelivered or unacceptable portion of this Contract, provided compensation hereunder shall in no event exceed the total Contract price.
17. Termination for Default. In the event that the Offeror shall fail to maintain or keep in force any of the terms and conditions of this Contract, the University may notify the Offeror in writing of such failure and demand that the same be remedied within ten (10) days. Should the Offeror fail to remedy the same within said period, the University shall then have the right to terminate this Contract.
18. Insolvency. The University shall have the right to terminate this Contract at any time in the event the Offeror files a petition in bankruptcy, or is adjudicated bankrupt; or if a petition in bankruptcy is filed against the Offeror and not discharged within thirty (30) days; or if the Offeror becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law; or if a receiver is appointed for the Offeror or its business.
19. Anti-Kickback. In compliance with FAR 52.203-7, the University has in place and follows procedures designed to prevent and detect violations of the Anti-Kickback Act of 1986 in its operation and direct business relationships.
20. Gratuities. The University may, by written notice to the Offeror, cancel this Contract if it is found by the University that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Offeror, or any agent or representative of the Offeror, to any officer or employee of the State of Arizona with a view toward securing a Contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such Contract. In the event this Contract is canceled by the University pursuant to this provision, the University shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Offeror in providing such gratuities.
21. Inspection and Audit. All books, accounts, reports, files, and other records relating to this Contract shall be subject at all reasonable times to inspection and audit by the Arizona Board of Regents, Northern Arizona University, or the Auditor General of the State of Arizona, or their agents for five (5) years after completion of this Contract. Such records shall be produced at Northern Arizona University, or such other location as designated by Northern Arizona University, upon reasonable notice to the Contracting party.
22. Insurance Requirements. Without limiting any liabilities or any other obligations of Offeror, Offeror shall provide and maintain the minimum insurance coverage listed below unless otherwise agreed to in writing. Coverage shall be provided with forms and insurers acceptable to the University, until all obligations under the Contract shall be satisfied. An acceptable insurance company shall be authorized to conduct business in the State of Arizona and shall be rated at least A-,VII by A.M. Best, Inc.

A. If applicable, Worker's Compensation insurance coverage for all employees
which meets Arizona statutory benefits; including Employer's Liability with minimum limits of $500,000 each accident, $500,000 each employee/disease, and $1,000,000 policy limits/disease. The University shall not require an additional insured endorsement, however, the policy shall include an endorsement for All State coverage for the State of Arizona.

If designated as a Sole Proprietor with no employees, the State of Arizona (ARS 23-901, ARS 23-961a) requires submittal of a written Sole Proprietor Waiver. The waiver document is Form #spw/1 and can found at http://www.azrisk.state.az.us/Forms/sole_prop.pdf

B. Comprehensive General Liability insurance with a minimum combined single limit (CSL) each occurrence of ONE MILLION DOLLARS ($1,000,000) and TWO MILLION DOLLARS ($2,000,000) general aggregate. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for Contractual and employee acts), blank Contractual liability, products, and completed operations, this coverage shall extend for year one past acceptance, cancellation, or termination of the services or work defined in the Contract; Fire Legal Liability; Liquor Liability (if applicable).

C. Comprehensive Automobile Liability insurance with a combined single limit (CSL) for bodily injury, death, or property damage of not less than ONE MILLION DOLLARS ($1,000,000) with respect to "any auto" or Offeror's "scheduled, owned, hired, or non-owned vehicles," assigned to or used in performance of the Services.

D. If applicable, Professional Liability with minimum limits of ONE MILLION DOLLARS ($1,000,000) each claim (or each wrongful act), and THREE MILLION DOLLARS ($3,000,000) aggregate with a retroactive liability date (if applicable to claims-made coverage) the same as the effective date of the Contract. The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Work of the Contract and, at the discretion of the State of Arizona, the Arizona Board of Regents, and Northern Arizona University, shall include one of the following types of Professional Liability policies: Directors or Officers, Errors and Omissions, Medical Malpractice, Druggists Professional, Architects/Engineers Professional, Lawyers Professional, Teachers Professional, Accountants Professional, and Other (specify professions from Scope of Work). The policy shall contain an Extended Claim Reporting Provision of not less than one year following termination of the policy.

E. If applicable, Builder's Risk coverage in an amount that represents the project's estimated completed value.

F. The policies required by (B), (C), (D), and (E) herein shall be endorsed to include the State of Arizona, the Arizona Board of Regents, and Northern Arizona University as additional insured.

G. The policies required by (B), (C), (D), and (E) shall stipulate that the insurance afforded Offeror shall be primary insurance and that any insurance carried by the State of Arizona, the Arizona Board of Regents, and Northern Arizona University, shall be excess and not contributory insurance to that provided by the named insured.

H. Coverage afforded under these policies shall not be canceled, terminated, or materially altered until thirty (30) days prior written notice has been given to the University.

I. A certificate of insurance acceptable to the University shall be issued to the University as evidence that policies providing the required coverage's, conditions, and limits are in full force and effect. An acceptable certificate shall include statements indicating compliance with the requirements of (F), (G), and (H), a statement describing the Offeror's activity/property/Contract with Northern Arizona University, shall be countersigned by an authorized representative of the issuing insurance company, and list Northern Arizona University as the certificate holder.

J. Offeror shall provide the University with an acceptable Certificate of Insurance prior to the commencement of providing the goods/services defined in the Contract.

K. Failure on the part of Offeror to meet these requirements shall constitute a material breach upon which the State of Arizona, the Arizona Board of Regents, and the University may immediately terminate the Contract, or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, and all monies so paid by the State of Arizona, the Arizona Board of Regents, and the University shall be repaid by Offeror to the University upon demand, or the State of Arizona, the Arizona Board of Regents, and the University may offset the cost of the premiums against any monies due to Offeror.

L. Costs for coverage's broader than those required or for limits in excess of those required shall not be charged to the State of Arizona, the Arizona Board of Regents, and Northern Arizona University.

M. The University reserves the right to request and receive certified copies of any or all of the above policies and/or endorsements within ten (10) calendar days of Contract signature.

N. The Offeror and its insurers providing the required coverage's shall waive all rights of recovery against the State of Arizona, the Arizona Board of Regents, and the University, their agents, officials, and employees.

O. The Certificate of Insurance shall be mailed to:

Northern Arizona University
Purchasing Services
RE:
PO Box 4124
Flagstaff, AZ 86011

23. Asbestos Notification and Confirmation. All buildings on the campus of Northern Arizona University have been tested by a certified testing agency to determine the presence of asbestos containing building materials (ACBM's) and presumed asbestos containing materials (PACM's). The test confirms the presence of ACBM's in several campus buildings. The test results are documented and on file with the University's Environmental Health and Safety Department and shall be available for review by contacting Gerald Bacon, Asbestos Program Coordinator, at 928-523-6435.

Renovation/Construction/Removal and/or Installation services that may impact/disturb asbestos containing building materials (ACBM's) or presumed asbestos containing materials (PACM's) shall require Offeror to complete, sign, and submit to the University Form FS#13: Contractor Notification and Confirmation for Asbestos Containing Building Materials.

No work shall commence prior to Offeror receiving an Asbestos Survey Results and Work Authorization with appropriate University signatures.

24. Package Goods. Offeror shall package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows: (a) Offeror's name and address; (b) University's name, address and purchase order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) The number of the container bearing the packing slip. Offeror shall bear cost of packaging unless otherwise provided.
25. Shipment Under Reservation Prohibited. Offeror shall not be authorized to ship the goods under reservation and no tender of a bill of lading shall operate as a tender of the goods.
26. Liens. All goods delivered and labor performed under this Contract shall be free of all liens and, if the University requests, a formal release of all liens shall be delivered to the University.
27. No Replacement of Defective Tender. Every tender of goods shall fully comply with all provisions of this Contract as to time of delivery, quantity, quality, and the like. If a tender is made which does not fully conform, this shall constitute a breach and Offeror shall not have the right to substitute a conforming tender.
28. Title And Risk Of Loss. The title and risk of loss of the goods shall not pass to the University until the University actually receives the goods at the point(s) of delivery. Prices shall be F.O.B. Destination. Offeror shall retain title and control of all goods until they are delivered, received and the Contract of coverage has been completed. All risk of transportation and all related charges shall be the responsibility of the Offeror. The Offeror shall file all claims for visible and concealed damage. The University shall notify the Offeror promptly of any damaged goods and shall assist the Offeror in arranging for inspection. Notice of rejection may be made to the Offeror at any time within one month after delivery has been made. When supported by a written statement from the University, the Offeror shall not dispute its claims of damage.
29. Right of Inspection. The University shall have the right to inspect the goods at delivery before accepting them.
30. Warranties. In addition to any implied warranties, Offeror warrants that the goods furnished shall conform to the specifications, drawings, and descriptions listed herein, and to the sample or samples furnished by the Offeror, if any. In the event of a conflict between the specifications, drawings, and description, the specifications shall govern.
31. Sales and Use Tax. The Offeror shall comply with and require all of his subcontractors to comply with all the provisions of the applicable state and sales excise tax law and compensation use tax law and all amendments to same. The Offeror further agrees to indemnify and save harmless the University, of and from any and all claims and demands made against it by virtue of the failure of the Offeror or any subcontractor to comply with the provisions of any or all said laws in amendments. The University is not exempt from state sales excise tax and compensation use tax.
32. Furnish and Install. The items in this Contract shall be provided on an Offeror furnish and install basis. Offeror shall have complete responsibility for the items or products until they are in place and working. Any special installation preparation and requirements shall be submitted to the University. All transportation and coordination arrangements shall be the responsibility of the Offeror. Delivery of products shall be coordinated so that products shall be delivered direct to the installation site. This shall minimize the risk of loss and/or damage and shall avoid double handling.
33. Changes. Within the limits allowed by law, Offeror agrees that the University may order additional services, or make changes by altering, adding to, or deducting from the proposed services, the Contract sum being adjusted accordingly, and Offeror shall enter into a modification of the Contract to reflect said changes.
34. Installment Payment Contract. The University is precluded from entering into an installment Contract unless such Contract can be canceled for non-allocation of funds at the end of any fiscal year, at no penalty to the University. If funds shall not be allocated for this Contract for periodic payment in any future annual fiscal period, following the University's formal request for funds, the University shall not be obligated to pay the net remainder of agreed to consecutive periodic payments remaining unpaid beyond the end of the then current fiscal year. The University agrees to notify the Offeror of such non-allocation at the earliest possible time. No penalty shall accrue to the University in the event this provision shall be exercised. This provision shall not be construed so as to permit the University to terminate this Contract in order to acquire similar goods and/or services from another party.
35. Price Adjustment. Price changes shall only be considered at the end of one Contract period and the beginning of another. Price change requests shall be supported by evidence of increased costs to the Offeror. The University shall not approve price increases that shall merely increase the gross profitability of the Offeror at the expense of the University. Price change requests shall be a factor in the Contract extension review process. The University shall determine whether the requested price increase or an alternate option shall be in the best interest of the University.
36. Fixed Escalation Clause. Offeror shall certify a fixed maximum percentage of escalation of costs of goods and/or services for a period of five (5) years following expiration of warranty. Cost shall not exceed five (5) % per year or Consumer Price Index (CPI), whichsoever is less.
37. Liquidated Damages. The University and the Offeror agree that in the event that the Offeror fails to perform under this Contract, the University shall be damaged. The extent of the damage is very difficult to calculate. Therefore, the Offeror agrees to pay the University liquidated damages if the agreed upon delivery and installation dates shall not be met. The liquidated damages shall be 5% of the total Contract price per day after the agreed upon completion date, not to exceed a total of 100% of the total Contract price.
38. Invoices. Invoices covering each delivery shall be mailed to Accounts Payable once a month. Invoices shall be for all items delivered within the month. The intent shall be to receive one (1) monthly billing. All invoices shall reference the purchase order number and the Contract.
39. Payment. Payment shall be subject to the provisions of Title 35 of Arizona Revised Statutes relating to time and manner of submission of claims. The University's obligation shall be payable only and solely from funds appropriated for the purpose of the Contract.
40. Personnel. Employees of the Offeror assigned to the project and identified by name in the Contract shall remain dedicated to this project. Personnel changes shall be permitted only with prior notification and approval of the University.
41. Independent Contractor. It shall be understood that Offeror shall operate as an Independent Contractor, not as an employee or agent of the Universty.
42. Advertising/Publishing. Offeror shall not advertise or publish, without the University's prior consent, the fact that the University had entered into this Contract, except to the extent necessary to comply with proper request for information provided by appropriate statues.
    
    

Government Subcontract Provisions

If this order is a subcontract under a U.S. government prime contract, the clauses contained in the following paragraphs of the Federal Procurement Regulations (FPR) or the Armed Services Procurement Regulations (ASPR) are incorporated herein by reference. For the purpose of this Purchase Order in the following clauses, the terms "Government" and "Contracting Officer" shall mean Buyer; the term "Contract" shall mean this order and the term "Contractor" shall mean Seller. Each regulation contains criteria for determining applicability of the regulation to a particular contract.

FAR #	TITLE
52.203-7	Anti Kickback
52.225-7001	Buy American
52.222-4	Contract Work Hours Safety Standards Act-Overtime Compensation
52.215-26 a-b)	Integrity of Unit Prices
52.222-1	Notice of Government of Labor Disputes
52.247-63	Preference for US Flag Carriers
52.203-6	Restrictions of Subcontractor Sales to Government
52.222-41	Service Contract Act of 1965
52.249-5 a-f)	Termination for Convenience of Government (Education and other Non-profit Institution)
Above $2,500
52.222-26	Affirmative Action for Handicapped Workers
Above $10,000
52.222-35	Affirmative action for Special Disabled in Vietnam Era Veterans
52.215-2	Audit-Negotiation
52.222-37	Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era
52.315-1	Examinations of Records by Comptroller General
52.219-8	Utilization of Small Disadvantaged Business Concerns
52.222-20	Walsh-Healey Public Contracts Act
Above $35,000
52.227-1	Authorization and Consent
52.227-2	Notice of Assistance Regarding Patent and Copyright Infringement
52.247-64	Preference for US Flag Commercial Vessels
52.220-3	Utilization of Labor Surplus Area Concerns
52.219-13	Utilization of Women Owned Business Concerns
Above $100,000
52.223-1,2	Clean Air and Water
52.215-24	Subcontractor Cost or Pricing Data*
52.215-25	Subcontractor Cost or Pricing Data-Modifications*
*Note	24 applies if cost or pricing data is initially required 25 applies to transactions over $100,000
Above $500,000
52.220-4	Labor Surplus Area Subcontracting Program
52.219-9	Small Business and Small Disadvantaged Business Subcontractor Program

1. AS APPLICABLE

52.227-10	Filing of Patent Application
52.223-3	Hazardous Material Identification and Materials Safety Data
52.227-11,12	Patents Rights Clause
52.227-7018	Restrictive Markings on Technical Data
52.227-7037	Validation of Restrictive Markings on Technical Data
52.208-1	Required Sources for Jewel Bearings
52.204-2	Security Requirements

1. DEPARTMENT OF DEFENSE CONTRACTS ONLY

52.204-7005	Overseas Distribution of Contracts
52.227-7013	Rights in Technical Data and Computer Software
Above $35,000
52.203-7001	Special Prohibition on Employment
52.227-7013	Rights in Technical Data Computer Software