T_C CSU PO for Services 9-23-2021.pdf

PURCHASE ORDER TERMS AND CONDITIONS FOR PURCHASE OF SERVICES Revised September 23, 2021

PURCHASE ORDER TERMS AND CONDITIONS

FOR PURCHASE OF SERVICES

1. This Purchase Order constitutes the entire contract between the Board of Governors of the Colorado State University System, acting by and through Colorado State University (“CSU”), and the named Contractor. The terms and conditions set forth herein may not be altered, deleted or added to without the express written consent of CSU. Any terms and conditions contained in any attachment or other extraneous document shall be null and void unless expressly accepted by CSU. Commencement of performance by Contractor constitutes agreement to the terms and conditions set forth herein regardless of whether or not Contractor has countersigned this Purchase Order.

2. To ensure prompt payment, mail invoices in duplicate for each shipment. Invoices not mailed as directed may delay payment or become lost. Mail invoices to: Colorado State University Accounts Payable, 6003 Campus Delivery, Fort Collins, CO 80523-6003.

3. The laws of the State of Colorado, U.S.A., shall govern in connection with the formation, performance and the legal enforcement of this Purchase Order. Further, Title 24, CRS 1973, as amended, Article 101 through 112 and Rules adopted to implement and statutes govern this procurement. Unless otherwise specified in the solicitation or this order, venue for any judicial action arising out of or in connection with this purchase order shall be in Larimer County, Colorado. Contractor shall exhaust administrative remedies in § 24-109-106, C.R.S., as amended, prior to commencing any judicial action against the State.

4. None of the terms or specifications stated in this Purchase Order may be added to, superseded or otherwise altered except in writing, signed by an authorized representative of the Board of Governors or Procurement Services. Each shipment received by CSU from Contractor shall be deemed to be only upon the terms contained in this purchase order and any signed contract of the parties, notwithstanding any terms that may be contained in any acknowledgement, invoice form or other act of Contractor and notwithstanding Procurement Department act of accepting or paying for any shipment or similar act of the Purchasing Department.

5. This Purchase Order is an acceptance of your offer as summarized in your quotation. When this Purchase Order is an offer to buy, your acceptance must show promised dates of performance and must be signed by your authorized representative. This Purchase Order shall not be deemed valid unless it is executed by the Purchasing Agent for CSU. CSU and the State of Colorado shall have no responsibility or liability for products or services delivered or performed prior to proper execution hereof. Acknowledgement Copy (if attached) must be signed and returned.

6. Contractor shall advise Purchasing Agent immediately if services cannot be commenced or completed as promised.

7. Contractor certifies that it meets prevailing wage rates in its area and warrants compliance with the provisions of the Davis-Bacon Act when applicable.

8. Quality. CSU will be the sole judge in determining “equals” with regard to quality, price and performance.

9. Safety Information. All chemicals, equipment and materials proposed and/or used in the performance of this purchase order must conform to the standards required by the Occupational Safety and Health Act of 1970.

Bidders must furnish Safety Data Sheets (SDS) for any regulated chemicals, equipment or hazardous materials at the time of delivery.

10. Rights in Data, Documents, and Computer Software or Other Intellectual Property (CSU Ownership). Unless otherwise agreed in writing, any software, research, reports, studies, data, photographs, negatives or other documents, drawings or materials delivered by Contractor in the performance of its obligations under this purchase order shall be the exclusive property of CSU. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works.

11. Indemnification. The Contractor shall indemnify, save and hold harmless the Board of Governors of the Colorado State University System acting by and through Colorado State University, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the Contractor, or its employees, agents, subcontractors or assignees pursuant to the terms of the contract and Purchase Order. In the event any article sold or delivered under this Purchase Order is covered by any patent, copyright, trademark, or application therefore, the Contractor will indemnify and hold harmless the Board of Governors of the Colorado State University System acting by and through Colorado State University, from any and all loss, liability, cost, expenses and legal fees incurred on account of any claims, legal actions, or judgments arising out of manufacture, sale or use of such article in violation, infringement or the like of rights under such patent, copyright, trademark or application.

12. Termination. Termination For Default/Cause.

a. Except as otherwise agreed, the Uniform Commercial Code shall govern in the case of transactions in goods. In the case of services, if the Contractor refuses or fails to timely perform any of the provisions of

PURCHASE ORDER TERMS AND CONDITIONS FOR PURCHASE OF SERVICES Revised September 23, 2021 this Purchase Order, with such diligence as will ensure its completion within the time specified in this Purchase Order, the Purchasing Agent may notify the Contractor in writing of the non-performance, and if not promptly corrected within the time specified, such Agent may terminate the Contractor’s right to proceed with the work or such part of the work as to which there has been delay or a failure to properly perform. The Contractor shall continue performance of the purchase order to the extent it is not terminated and shall be liable for reasonable costs incurred in procuring similar services elsewhere. Payment for completed services performed and accepted shall be at the purchase order price.

b. In the case of remedies exercised under this paragraph for services, CSU may withhold amounts due to the Contractor as the Purchasing Agent deems to be necessary to reimburse CSU for the costs incurred in curing, completing or procuring similar services.

c. The Contractor shall not be in default by reason of any failure in performance of this purchase order in accordance with its terms If such failure arises out of acts of God; acts of the public enemy; acts of the State and any governmental entity in its sovereign or contractual capacity; fires; floods; epidemics;-pandemics; quarantine restrictions; strikes or other labor disputes; freight embargoes; or unusually severe weather; provided, however, that such causes may entitle CSU to terminate this order for convenience.

d. If after rejection, revocation, or other termination of the Contractor’s right to proceed under this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the delay was excusable, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the termination for convenience clause.

13. Termination For Convenience.

a. Cancellation Prior to Contract Formation. When this Purchase Order is not accepted by written acknowledgment, this Purchase Order may be canceled by written or oral notice to the Contractor prior to beginning performance of services.

b. Termination After Contract Formation. Unless otherwise agreed in writing, the Purchasing Agent may when the interests of CSU so require terminate this Purchase Order in whole or in part, for the convenience of CSU. The Purchasing Agent shall give written notice of the termination to the Contractor specifying the part of the purchase order terminated and when termination becomes effective. Upon receipt of the notice of termination, the Contractor shall incur no further obligations except to the extent necessary to mitigate costs of performance. CSU shall pay reasonable settlement expenses, the contract price or rate for supplies and services delivered and accepted, the reasonable costs of actual performance on unaccepted supplies and services, and a reasonable profit for that unaccepted work, in accordance with the cost principles promulgated under section 24-107-101, C.R.S., as amended. The amount of the termination liability under this paragraph shall not exceed the amount of the purchase order price plus a reasonable cost for settlement expenses. The Contractor agrees to submit a termination proposal as well as reasonable supporting documentation, cost and pricing data, and a certification required by section 24- 106-101, C.R.S., as amended, upon request of the Purchasing Agent.

14. Force Majeure. Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.

15. For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.

16. Receipt of services in response to this order can result in authorized payment on the part of CSU. However, it is to be understood that final acceptance is dependent upon completion of all applicable required inspection procedures. Should the services rendered fail to meet all inspection requirements, the Purchasing Department reserves the right to reject all or some of the services or exercise any other remedies provided by law.

17. Assignment and Successors. The Contractor shall not assign rights or delegate duties under this purchase order, nor subcontract any part of the performance required under the Purchase Order, without the express written consent of CSU, which shall not be unreasonably withheld. This Purchase Order shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Assignment of accounts receivable may be made only with written notice furnished to CSU.

18. All parties to this contract agree that the representatives named herein are, in fact, bona fide and possess full and complete authority to bind said parties.

19. Compliance with Laws. Contractor agrees to comply with all applicable federal and state laws, regulations and policies, as amended, including those regarding discrimination, unfair labor practices, anti-kick-back and collusion.

20. Americans with Disabilities Act (ADA) Requirements. If this Purchase Order includes the provision of state services to the public, the Contractor shall, in addition to any other requirements under Title 11 of the

PURCHASE ORDER TERMS AND CONDITIONS FOR PURCHASE OF SERVICES Revised September 23, 2021

Americans with Disabilities Act, comply with the requirements of the Americans with Disabilities Act regarding the accessibility of the State’s services and programs, as an explicit requirement. The Contractor assures that, at all times during the performance of this Purchase Order, no qualified individual with a disability shall, by reason of that disability, be excluded from participation in, or be denied benefits of, services, programs, or activities performed by the Contractor for the benefit of the State.

21. Contractor acknowledges that providing services under this purchase order is subject to compliance with laws that relate to the export of technical data or equipment, such as International Traffic in Arms Regulations (“ITAR”) and/or Export Administration Act/Regulations (“EAR”). Contractor agrees to comply with all such laws, regulations and orders as currently in effect or hereafter amended. Contractor shall not disclose any export-controlled information or materials to the University without prior written notice. In the event that the University agrees to receive such export-controlled information or materials, Contractor shall (i) include the Export Control Classification Number (ECCN) or ITAR notice on documentation, and (ii) send an electronic copy of the ECCN number and documentation to the Office of the General Counsel at Colorado State.

22. Fund Availability; Federal Funds Contingency. Financial obligations of the CSU payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available.

If this Purchase Order is funded in whole or in part with federal funds, this Purchase Order is subject to and contingent upon the continuing availability of federal funds for the purposes hereof.

23. Vendor Offset. Pursuant to CRS 24-30-202.4, as amended, the State Controller may withhold payment for debts owed to state agencies under the vendor offset intercept system for: (a) unpaid child support debt or child support arrearages; (b) unpaid balance of tax, accrued interest, or other charges specified in Article 21, Title 39, CRS; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) owed amounts required to be paid to the unemployment compensation fund; and (a) other unpaid debts owing to the state or any agency thereof, the amount of which is found to be owing as a result of final agency determination or reduced to judgment as certified by the State Controller.

24. Insurance. The Contractor shall obtain and maintain at all times during the term of this purchase order, insurance as specified in the solicitation or order. If insurance requirements are not specified in the solicitation or order, the Contractor represents that at the time of acceptance of this order the Contractor maintains comprehensive general liability insurance in an amount not less than $1,000,000, combined single limit;

worker’s compensation insurance as required by law; and automobile liability insurance for all vehicles to be used by Contractor in the performance of services under this order. Upon request, Contractor shall provide proof of such coverages.

25. INDEPENDENT CONTRACTOR. 4 CCR 801-2. Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be or shall be deemed to be an agent or employee of CSU. Contractor shall pay when due all required employment taxes and income taxes and local head taxes on any monies paid by CSU pursuant to this contract. Contractor acknowledges that Contractor and its employees are not entitled to unemployment insurance benefits unless Contractor or a third party provides such coverage and that CSU does not pay for or otherwise provide such coverage. Contractor shall have no authorization, express or implied, to bind the CSU to any agreement, liability or understanding, except as expressly set forth herein. Contractor shall provide and keep in force workers' compensation (and provide proof of such insurance when requested by CSU) and unemployment compensation insurance in the amounts required by law and shall be solely responsible for its acts and those of its employees and agents.

26. [Not Applicable to Intergovernmental Contracts]. ILLEGAL ALIENS – PUBLIC CONTRACTS FOR SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. CRS 8-17.5-101 and 24-76.5-101. Contractor certifies that it shall comply with the provisions of CRS 8-17.5-101 et seq. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor represents, warrants, and agrees that it (i) has verified that it does not employ any illegal aliens, through participation in the Basic Pilot Employment Verification Program administered by the Social Security Administration and Department of Homeland Security, and (ii) otherwise shall comply with the requirements of CRS 8-17.5-102(2)(b). Contractor shall comply with all reasonable requests made in the course of an investigation under CRS 8-17.5-102 by the Colorado Department of Labor and Employment. Failure to comply with any requirement of this provision or CRS 8-17.5-101 et seq., shall be cause for termination for breach and Contractor shall be liable for actual and consequential damages.

Contractor, if a natural person eighteen (18) years of age or older, hereby swears or affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law,

(ii) shall comply with the provisions of CRS 24-76.5-101 et seq., and (iii) shall produce one form of identification required by CRS 24-76.5-103 prior to the effective date of this contract.