T_C CSU PO for Federal Contracts 9-23-2021.pdf

Special Terms and Conditions for Colorado State University – Federal Contracts Revised June 1, 2014

Special Terms and Conditions for Colorado State University – Federal Contracts

If noted on the purchase order, the following terms shall apply in addition to the referenced CSU Purchase Order Terms and Conditions. In case of conflict between these Special Terms and Conditions and the Purchase Order Terms and Conditions, these Special Terms and Conditions shall control:

Section 1. GENERAL TERMS AND CONDITIONS

1. INSPECTION. The equipment, supplies or services furnished shall be exactly as specified in this order, free from all defects in Vendor’s design, workmanship and materials, and, except as otherwise provided in this order, shall be subject to inspection and test by either Colorado State University or Colorado State University-Pueblo at all times and places.

If, prior to final acceptance, any equipment, supplies or services are found to be defective or not as specified, the University may reject them, require Vendor to correct them without charge, or require delivery of such equipment, supplies or services at a reduction in price which is equitable under the circumstances. If Vendor is unable or refuses to correct such items within a time deemed reasonable by the University, University may terminate the order in whole or in part. Vendor shall bear all risks as to rejected equipment, supplies and services and, in addition to any costs for which Vendor may become liable to the University under other provisions of this order, shall reimburse the University for all transportation cost, other related costs incurred, or payments to Vendor in accordance with the terms of this order for unaccepted equipment, supplies and services. Notwithstanding final acceptance and payment, Vendor shall be liable for latent defects, fraud or such gross mistakes as amount to fraud. Any test programs and procedures required by the specifications, are in addition to, and do not limit, the University’s rights provided in this article.

2. WARRANTIES. Vendor warrants the articles delivered hereunder to be free from defects in labor, material and manufacture, and to be in compliance, with any drawings or specifications incorporated or referenced herein and with any samples furnished by the Vendor.

3. ASSIGNMENT. This order is assignable by the University. Except as to any payment due hereunder, this order is not assignable by Vendor without written approval of the University.

4. CHANGES. The University may make changes within the general scope of this order by giving notice to Vendor and subsequently confirming such changes in writing. If such changes affect the cost of, or the time required for performance of this order, an equitable adjustment in the price or delivery of both shall be made. No change by Vendor shall be recognized without written approval of the University. Any claim of Vendor for an adjustment under this Article must be made in writing within thirty (30) days from the date of receipt by Vendor of notification of such changes unless the University waives this condition. Nothing in this Article shall excuse Vendor from proceeding with performance of the order as changed hereunder.

5. LABOR DISPUTES. Vendor shall give prompt notice to the University of any actual or potential labor dispute which delays or may delay timely performance of this order.

6. TERMINATION AND DELAYS. University may by written notice stating the extent and effective date, terminate this order for convenience in whole or in part, at any time. The University shall pay Vendor as full compensation for performance until such termination: (1) the unit or pro rata order price for the delivered and accepted portion; and (2) a reasonable amount, not otherwise recoverable from other sources by Vendor as approved by the University with respect to the undelivered or unaccepted portion of this order, provided compensation hereunder shall in no event exceed the total order price. The University may by written notice terminate this order for Vendor’s default, in whole or in part, at any time, if Vendor refuses or fails to comply with the provisions of this order, or so fails to make progress as to endanger performance and does not cure such failure within a reasonable period of time, or fails to make deliveries of the items of services or to perform the services within the time specified or any written extension thereof. In such event, the University may purchase or otherwise secure items or services and, except as otherwise provided herein, Vendor shall be liable to the University for any excess costs occasioned the University thereby.

Special Terms and Conditions for Colorado State University – Federal Contracts Revised June 1, 2014

If, after notice or termination for default, the University determines that the Vendor was not in default or that the failure to perform this order is due to causes beyond the control and without the fault or negligence of Vendor (including, but not restricted to, acts of God or of the public enemy, acts of the University, acts of government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, and delays of a subcontractor or supplier due to such causes and without the fault or negligence of the subcontractor or supplier), termination shall be deemed for the convenience of the University, unless the University shall determine that the items or services covered by this order were obtainable from other sources in sufficient time to meet the required delivery schedule.

If the University determines that Vendor has been delayed in the work due to causes beyond the control and without the fault or negligence of the Vendor, University may extend the time for completion of the work called for by this order, when promptly applied for in writing by Vendor, and if such delay is due to failure of University, not caused or contributed to by Vendor, to perform services or deliver property in accordance with the terms of the order, the time and price of the order shall be subject to change under the Changes Article. The sole remedy of Vendor in event of delay by failure of University to perform shall, however, be limited to any money actually and necessarily expended in the work during the period of delay, solely by reason of delay. No allowance will be made for anticipated profits.

The rights and remedies of the University provided in this Article shall not be exclusive and are in addition to any other rights and remedies provided by law or under this order.

As used in this Article, the word ‘Vendor’ includes Vendor and his sub-suppliers at any time.

7. DISCRIMINATION AND AFFIRMATIVE ACTION. Vendor and its sub-suppliers shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. Vendor and its sub-suppliers shall also abide by 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered contractors and subcontractors to employ and advance in employment qualified protected veterans.

8. INDEMNIFICATION AND INSURANCE. In the event the Vendor, its employees, agents or subcontractors, enter premises occupied by or under the control of the University in the performance of this order, the Vendor agrees that it will be responsible to, and indemnify and hold harmless, the University, its board, officers and employees, from any loss, cost damage, expense or liability by reason of property damages or personal injury of whatsoever kind or character, arising out of, as a result of, or in connection with such performance occasioned by the negligence or other fault, by act or omission of the Vendor, its agents, employees or subcontractors, and the Vendor agrees that it and its subcontractors will maintain public liability and property damage insurance in reasonable limits covering the obligations set forth above, and will maintain worker’s compensation coverage (either by insurance or, if qualified pursuant to law, through a self-insurance program) covering all employees performing this order on premises occupied by or under the control of the University.

9. PATENT INDEMNITY. Vendor shall pay all royalty and license fees relating to the items covered hereby. In the event any third party shall claim that the manufacture, use and sale of these goods covered hereby, infringement of any copyright, trade mark or patent, the Vendor shall indemnify the University and hold the University harmless from any cost, expenses, damage or loss incurred in any manner by the University on account of any such alleged infringement.

10. DISCOUNTS. Discount time will not begin until receipt of equipment or merchandise and/or the invoice, whichever is later.

11. OTHER APPLICABLE LAWS. Any provisions to be included in a contract of this type by any applicable and valid Executive Order, federal, state or local law, ordinance, rule or regulation shall be deemed to be incorporated herein.

Section 2. GOVERNMENT SUBCONTRACT PROVISIONS If this order is a subcontract under a U.S. Government Prime Contract, the applicable clauses listed below are incorporated into, and form a part of, the terms and conditions of this order. In the event of any conflict between the terms and conditions of this Section 2 and any other provisions of this order, the terms and conditions of this Section 2 shall prevail. The clauses contained in the following paragraphs of the Federal Acquisition Regulations are incorporated herein by reference. For purposes of this Purchase Order, the following clauses, the terms “contract” shall mean “this order,” the term “Contractor” shall mean “Vendor,” and the terms “Government” and “Contracting Office” shall mean Colorado State University, Colorado State University - Pueblo and their Directors of Procurement Services, respectively. All of the clauses hereby incorporated by reference may be found on-line at the following URL: http:///farsite.hill.af.mil/farsite.html

Special Terms and Conditions for Colorado State University – Federal Contracts Revised June 1, 2014

(NOTE: These FAR clauses may have applicability only under certain circumstances as indicated next to the clause in question.)

A. The following provisions apply regardless of the amount of this order:

1. 52.202-1 Definitions

2. 52.223-6 Drug-Free Workplace (for work performed by individuals)

3. 52.223-7 Notice of Radioactive Materials (applicable if radioactive materials are involved)

4. 52.224-2 Privacy Act (applicable if Vendor is supplying design, development, or operation of a system of records on individuals)

5. 52.225-13 Restrictions on Certain Foreign Purchases

6. 52.247-63 Preference for U.S.-Flag Air Carriers

7. 52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels

8. 252.231-7000 Supplemental Cost Principles (if the prime funding is from Department of Defense)

B. The following provisions apply if the amount of this order exceeds $10,000:

1. 52.222-21 Prohibition of Segregated Facilities.

2. 52.222.26 Equal Opportunity

C. The following provisions apply if the amount of this order exceeds $15,000:

1. 52.222-36 Affirmative Action for Workers with Disabilities

D. The following provisions apply if the amount of this order exceeds $100,000:

1. 52.222-35 Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era

2. 52.222-37 Employment Reports on Disabled Veterans and Veterans of the Vietnam Era

E. The following provisions apply if the amount of this order exceeds $150,000:

1. 52.203-6 Restrictions on Subcontractor Sales to the Government

2. 52.203-7 Anti-Kickback procedures except Subparagraph (c)(1)

3. 52.203-12 Limitation on Payments to Influence Certain Federal Transactions

4. 52.215-2 Audit and Records -- Negotiation

5. 52.215-14 Integrity of Unit Prices

6. 52.219-8 Utilization of Small Business Concerns

7. 52.222-4 Contract Work Hours and Safety Standards Act – Overtime Compensation

8. 52.223-6 Drug-Free Workplace (for work performed by non-individuals)

9. 52.227-1 Authorization and Consent (Alternate I)

10. 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement

11. 52.203-7001 Prohibition of Persons Convicted of Fraud or Other Defense Contract Related Felonies (if the prime funding is from Department of Defense)

F. The following provisions apply if the amount of this order exceeds $750,000:

1. 52.219-9 Small Business and Small Disadvantaged Business Subcontracting Plans (Large Businesses)

2. 52.219-16 Liquidated Damages – Subcontracting Plan

G. The following provisions apply if the amount of this order exceeds $700,000:

1. 52.215-10 Price Reduction for Defective Cost or Pricing Data

2. 52.215-12 Subcontractor Cost or Pricing Data

3. 52.215-13 Subcontractor Cost or Pricing Data – Modifications.