Terms and Conditions of Purchase OrderSECTION I: INCORPORATED INTO ALL PURCHASE ORDERS
- 1. If delay in delivery is foreseen, Vendor shall notify The University of Texas at San Antonio ("University"), Purchasing and Distribution Services Department, One UTSA Circle, San Antonio, Texas 78249, (210)458-4060. UT San Antonio has the right to extend delivery date if reasons appear valid. Default in promised delivery (without accepted reasons) or failure to meet specifications authorizes UT San Antonio to purchase supplies elsewhere and charge full increase in cost, if any, to defaulting contractor.
- 2. No substitutions or cancellations permitted without approval of UT San Antonio Purchasing and Distribution Services Department.
- 3. The Texas Health and Safety Code, Chapter 502, Texas Hazard Communication Act, requires chemical manufacturers and distributors to provide Material Safety Data Sheets (MSDS's) for hazardous materials sold. Products covered by the Act must be accompanied by a MSDS and such product labeled in compliance with the law. If the product is not covered under the Act, a statement of exemption must be provided.
- 4. Delivery shall be made during normal working hours only to the location shown.
- 1. UT San Antonio is exempt from State Sales Tax and Federal Excise Tax. Tax Exemption Certificate furnished on request.
- 2. Vendor shall submit an itemized invoice showing purchase order number and a valid Vendor ID number.
- 3. Materials will be considered received by The University upon final acceptance by the end user.
- 4. If Vendor is a taxable entity as defined by Chapter 171, Texas Tax Code ("Chapter 171"), Vendor certifies that it is not currently delinquent in the payment of any taxes due under Chapter 171, or that Vendor is exempt from the payment of those taxes, or that Vendor is an out-of-state taxable entity that is not subject to those taxes, whichever is applicable.
- 5. Pursuant to Sections 2107.008 and 2252.903, Texas Government Code, Vendor agrees that any payments owing to Vendor under this Order may be applied directly toward any debt or delinquency that Vendor owes the State of Texas or any agency of the State of Texas regardless of when it arises, until such debt or delinquency is paid in full.
- 6. All payments shall be made in accordance with Texas Government Code, Chapter 2251 (Texas Prompt Payment Act) http://www.statutes.legis.state.tx.us/SOTWDocs/GV/pdf/GV.2251.pdf. Standard payment terms in accordance with the Texas Prompt Payment Act are Net 30 from receipt of materials/services, or receipt of invoice, whichever is later, unless otherwise specified by the purchase order.
- 1. Pursuant to Section 2155.004 and 2155.006, Texas Government Code, Vendor certifies that the individual or business entity named in this Order is not ineligible to receive the award of or payments under this Order and acknowledges that this Order may be terminated and payment withheld if this certification is inaccurate.
- 2. Pursuant to Section 231.006, Texas Family Code, Vendor certifies that it is not ineligible to receive the award of or payments under this Order and acknowledges that this Order may be terminated and payment may be withheld if this certification is inaccurate.
- 3. If Vendor will provide services under this Order, Vendor covenants and agrees that in accordance with Section 2155.4441, Texas Government Code, in performing its duties and obligations under this Order, Vendor will purchase products and materials produced in Texas when such products and materials are available at a price and delivery time comparable to products and materials produced outside of Texas.
- 4. Except as otherwise provided in this Section, all notices, consents, approvals, demands, requests or other communications provided for or permitted to be given under any of the provisions of this Order will be in writing and will be deemed to have been duly given or served when delivered by hand delivery or when deposited in the U.S. mail by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows: The University of Texas at San Antonio, Purchasing and Distribution Services Department, One UTSA Circle, San Antonio, Texas 78249, or such other person or address as may be given in writing by UT San Antonio in accordance with the aforesaid. Such a notice must reference the purchase order number for this Order.
- 5. This Order supersedes all prior agreements, written or oral, between Vendor and UT San Antonio and will constitute the entire agreement and understanding between the parties with respect to the subject matter hereof. This Order and each of its provisions will be binding upon the parties and may not be waived, modified, amended or altered except by a writing signed by UT San Antonio and Vendor.
- 6. Vendor understands that acceptance of funds under this Order constitutes acceptance of the authority of the Texas State Auditor's Office, or any successor agency (collectively, "Auditor"), to conduct an audit or investigation in connection with those funds pursuant to Sections 51.9335(c), 73.115(c) and 74.008(c), Texas Education Code. Vendor agrees to cooperate with the Auditor in the conduct of the audit or investigation, including without limitation providing all records requested. Vendor will include this provision in all contracts with permitted subcontractors.
- 7. No member of the Board of Regents of The University of Texas System has a direct or indirect financial interest in the transaction that is the subject of this Order.
- In the event the Vendor, its employees, agents or subcontractors enter premises occupied by or under the control of UT San Antonio in the performance of this Order, the Vendor agrees that it will maintain public liability and property damage insurance in reasonable limits covering the obligations set forth in this Order, and will maintain workers 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 UT San Antonio.
- To the extent that Chapter 2260, Texas Government Code, is applicable to this Order and is not preempted by any other applicable law, the dispute resolution process provided for in Chapter 2260 and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260 shall be used by The University of Texas at San Antonio and Vendor to attempt to resolve any claim for breach of contract made by Vendor that cannot be resolved in the ordinary course of business. The Chief Business Officer of The University of Texas at San Antonio shall examine Vendor's claim and any counterclaim and negotiate with Vendor in an effort to resolve such claims. The parties hereto specifically agree that (i) neither the execution of this Order by The University of Texas at San Antonio nor any other conduct, action or inaction of any representative of The University of Texas at San Antonio relating to this Agreement constitutes or is intended to constitute a waiver of The University of Texas at San Antonio's or the state's sovereign immunity to suit; and (ii) The University of Texas at San Antonio has not waived its right to seek redress in the courts.
- 1. Termination for Convenience: Upon written notice to the Vendor, the University may terminate this contract, in whole or in part, whenever the University shall determine that such termination is in the best interest of the University. The University shall pay all reasonable costs incurred up to the date of termination and all reasonable costs associated with termination of the contract. However, the Vendor may not be reimbursed for anticipatory profits. Termination hereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions of the University's Procurement Policies and Procedures.
- 2. Termination for Default: When the Vendor has not performed or has unsatisfactorily performed the contract, payment shall be withheld at the discretion of the University. Failure on the part of a Vendor to fulfill contractual obligations shall be considered just cause for termination of the contract and the Vendor is not entitled to recover any costs incurred by the Vendor up to the date of termination. Termination hereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions of the University's Procurement Policies and Procedures.
- 3. Termination for Loss of Funding: Continuation of the obligations set forth in this purchase past the end of any fiscal year (August 31st) may be dependent upon the appropriation and allotment of funds by the Texas State Legislature (the "Legislature") and/or allocation of funds by the Board of Regents of The University of Texas System (the "Board"). If the Legislature fails to appropriate or allot the necessary funds, or the Board fails to allocate the necessary funds, then University shall issue written notice to Vendor and University may terminate the Agreement without further duty or obligation hereunder. Vendor acknowledges that appropriation, allotment, and allocation of funds are beyond the control of University.
- Vendor represents and warrants ("EIR Accessibility Warranty") that the electronic and information resources and all associated information, documentation, and support that it offers to provide to University under this Order (collectively, the "EIRs") comply with the applicable requirements set forth in Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government Code.) To the extent Vendor becomes aware that the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, then Vendor represents and warrants that it will, at no cost to University, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty or (2) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty. In the event that Vendor is unable to do so, then University may terminate this Order and Vendor will refund to University all amounts University has paid under this Order within thirty (30) days after the termination date.
- If the item(s) or service(s) specified in this Purchase Order require Vendor access to onfidential Data (e.g. social security numbers, credit card numbers, Family Educational Rights and Privacy Act (FERPA) protected data, Health Insurance Portability and Accountability Act (HIPAA) protected data), Contractor agrees that it may (1) create, (2) receive from or on behalf of University, or (3) have access to records or systems containing Confidential Data. Vendor represents, warrants, and certifies that it will: (1) hold information in the strictest confidence and will not use or disclose information except as (a) permitted or required by this Agreement, (b) required by law, or (c) otherwise authorized by University in writing; (2) safeguard information according to commercially reasonable administrative, physical and technical standards (e.g., National Institute of Standards and Technology, Center for Internet Security, Gramm-Leach Bliley Act, Payment Card Industry Data Security Standards (PCI-DSS); and (3) continually monitor its operations and take any action necessary to assure the information is safeguarded in accordance with the terms of this Agreement. Vendor represents warrants and certifies that it complies with University’s Vendor Access Requirements at http://www.utexas.edu/vp/it/policies/irusp/sec26. At the request of University, Vendor agrees to provide University a written summary of the procedures the Vendor uses to safeguard this information. If an impermissible use or disclosure of any of the Confidential Data occurs, Vendor will provide written notice to University within one (1) business day after Vendor‘s discovery of use or disclosure. Vendor will promptly provide University all information requested by University regarding the impermissible use or disclosure. In addition to any other termination rights set forth in this Agreement and any other rights at law or equity, if University reasonably determines that the Vendor has breached any restrictions or obligations set forth in this section, University may immediately terminate this Agreement without notice or opportunity to cure.
- VENDOR WILL DEFEND WITH COUNSEL APPROVED BY UNIVERSITY, INDEMNIFY, AND HOLD HARMLESS UNIVERSITY, THE UNIVERSITY OF TEXAS SYSTEM, THE STATE OF TEXAS, AND ALL OF THEIR REGENTS, OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAINST ALL ACTIONS, SUITS, DEMANDS, COSTS, DAMAGES, LIABILITIES AND OTHER CLAIMS OF ANY NATURE, KIND OR DESCRIPTION, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM ANY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF VENDOR OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF VENDOR IN THE EXECUTION OR PERFORMANCE OF THIS PURCHASE ORDER.
THIS ORDER IS ISSUED UNDER AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS Travis County, Texas, will be the proper place of venue for suit on or in respect of this Order. Terms and Conditions are online at: http://www.utexas.edu/business/accounting/hbp/07_purch/purch11-4.html
The following provisions apply regardless of the amount of this order:
- Equal Opportunity
- Hazardous Material Identification and Material Safety Data (when applicable)
- Restrictions on Certain Foreign Purchases
- Restrictive Markings on Technical Data (when applicable)
The following provisions apply if the amount of this order exceeds $10,000.00:
- Walsh-Healey Public Contracts Act
- Affirmative Action for Workers with Disabilities
The following provisions apply if the amount of this order exceeds $25,000.00:
- Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters
FAR 52.209-5 obtained prior to award
- Affirmative Action for Special Disabled and Vietnam Era Veterans
- Employment Reports on Disabled Veterans and Veterans of the Vietnam Era
- Clean Air and Water
The following provisions apply if the amount of this order exceeds $100,000.00:
- Anti-Kickback Procedures
- Limitations on Payments to Influence Certain Federal Transactions
- Audit and Records - Negotiation (if order was entered into by negotiation)
- Utilization of Small Business Concerns
- Drug-Free Workplace
- Authorization and Consent
- Notice and Assistance Regarding Patent and Copyright Infringement
- Responsibility for Supplies
The following provision applies if the amount of this order exceeds $500,000.00:
- Small Business Subcontracting Plan (does not apply to small business concerns)
The following provision applies if the amount of this order exceeds $550,000.00:
- Price Reduction for Defective Cost or Pricing Data (if order was entered into by negotiation, when applicable)
FAR 52.215-12, FAR 52.215-13
All contracts under Federal Grants awarded by recipient, including small purchases, shall contain the following provisions as applicable:
- Equal Employment Opportunity
All contracts shall contain a provision requiring compliance with E.O. 11246, "Equal Employment Opportunity," as amended by E.E. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."
Copeland "Anti-Kickback" Act (18 U.S.C. 874 and 40 U.S.C. 276c)
All contracts and subgrants in excess of $2000 for construction or repair awarded by recipients and subrecipients shall include a provision for compliance with the Copeland "Anti-Kickback" Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR part 3,"Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The recipient shall report all suspected or reported violations to the Federal awarding agency.
Davis-Bacon Act, as amended (40 U.S.C. 276a to a-7)
When required by Federal program legislation, all construction contracts awarded by the recipients and subrecipients of more than $2000 shall include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 276a to a-7) and as supplemented by Department of Labor regulations (29 CFR part 5, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction"). Under this Act, contractors shall be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. In addition, contractors shall be required to pay wages not less than once a week. The recipient shall place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation and the award of a contract shall be conditioned upon the acceptance of the wage determination. The recipient shall report all suspected or reported violations to the Federal awarding agency.
Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333)
Where applicable, all contracts awarded by recipients in excess of $2000 for construction contracts and in excess of $2500 for other contracts that involve the employment of mechanics or laborers shall include a provision for compliance with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor regulations (29 CFR part 5). Under Section 102 of the Act, each contractor shall be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than 1 * times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Section 107 of the Act is applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
Rights to Inventions Made Under a Contract or Agreement
Contracts or agreements for the performance of experimental, developmental, or research work shall provide for the rights of the Federal Government and the recipient in any resulting invention in accordance with 37 CFR part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency.
Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended
Contracts and subgrants of amounts in excess of $100,000 shall contain a provision that requires the recipient to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean 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 Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
- Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)
Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it 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. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient.
Debarment and Suspension (E.O.s 12549 and 12689)
No contract shall be made to parties listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with E.O.s 12549 and 12689,"Debarment and Suspension." This list contains the names of parties debarred, suspended, or otherwise excluded by agencies, and contractors declared ineligible under statutory or regulatory authority other than E.O. 12549. Contractors with awards that exceed the small purchase threshold shall provide the required certification regarding its exclusion status and that of its principal employees.
Access to Records
See White House Office of Management & Budget Circular A-110.48(d).
THIS ORDER IS ISSUED UNDER AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
THE UNIVERSITY OF TEXAS AT SAN ANTONIO CANNOT ACCEPT COLLECT FREIGHT SHIPMENTS.
If this order specifies F.O.B. shipping point, please prepay freight and add to invoice.
STATE SALES TAX EXEMPTION CERTIFICATE:
The Undersigned claims an exemption from taxes under Section 151.309, Texas Tax Code, for purchase of tangible personal property described in this numbered order, purchased from contractor and/or shipper listed above, as this property is being secured for the exclusive use of The State of Texas.
MATERIAL SAFETY DATA SHEETS (MSDS's):
The Texas Hazard Communication Act (Article 5182b, VTCS) requires chemical manufacturers and distributors to provide Material Safety Data Sheets IMSDS's) for hazardous materials sold. Products covered by the Act must be accompanied by a MSDS and such product labeled in compliance with the law. If the product is not covered under the Act, a statement of exemption must be provided.
The vendor warrants fault-free performance in the processing of date and date-related data (including, but not limited to, calculating, comparing and sequencing) by the products) identified on this purchase order. Fault-free performance includes, but is not limited to, the manipulation of data with dates prior to, through and beyond January 1, 2000, and shall be transparent to the user. The University of Texas at San Antonio is an Equal Opportunity/Affirmative Action Employer