Please click below for detailed information on each topic.
- Acceptance and Rejection. If prior to final acceptance, any goods or services are found to be detective or not as specified, SFCC is entitled to revoke acceptance of them and require Seller to correct without charge within a reasonable time, or require delivery at an equitable reduction in price, at SFCC’s option. Seller shall reimburse SFCC for all incidental and consequential cost related to unaccepted goods or services. Notwithstanding final acceptance and payment, Seller shall be liable for latent defects, fraud, or such gross mistakes as amount to fraud. Acceptance of goods or services shall not waive the right to claim damages for breach of contract. Acceptance is limited to the terms stated herein, and any different terms proposed by Seller are rejected unless expressly assented to in writing by Buyer or as otherwise set out herein. References herein to this order will, unless the context otherwise requires, include any agreement related to this order.
- Loss in Transit; Environmental Responsibility. Title and risk of loss in transit will not pass to Buyer until delivery to Buyer in accordance with all applicable federal, state or local laws or regulations is completed. Buyer will not be liable for any discharge, spill or other incident, including but not limited to expenses for any clean-up costs involving any materials transported hereunder, until completion of such delivery.
- Warranties. In addition to all warranties established by law, Seller hereby warrants and agrees that:
3.1 All goods and services covered by this purchase order will conform to the specifications, drawings, samples or other descriptions furnished or adopted by Buyer, and will be merchantable, fit for the purpose intended, of best quality and workmanship, and free from all defects. Buyer will have the right of inspection and approval, and may in addition to its other rights and remedies, reject and return goods or require performance of services at Seller’s expense if defective or not in compliance with Buyer’s specifications. Defects will not be deemed waived by Buyer’s failure to notify Seller upon receipt of goods or completion of services, or by payment of invoice.
3.2 All goods delivered pursuant to this order and manner of delivery thereof will conform to standards established for such goods and delivery in accordance with any applicable federal, state or local laws or regulations.
3.3 The use or sale of any goods delivered hereunder, or any part thereof, does not infringe any adverse valid existing patent.
3.4 These warranties will survive acceptance of goods and performance of services, including construction projects
3.5 All work shall be done in a neat, workman-like manner using acceptable equipment and methods consistent with that level of care and skill ordinarily exercised by members of the profession/trade and in accordance with sound professional/trade standards and ethical practice.
- Modifications. No changes, amendments or alterations to this purchase order will be effective unless in writing and signed by both parties.
- Dispute Resolution and Cooperation. The parties agree that, to the extent compatible with the separate and independent management of each, they will maintain effective liaison and close cooperation. If a dispute arises related to the obligations or performance of either party under this purchase order, representatives of the parties will meet in good faith and work within reasonable efforts to resolve the dispute.
- Term. Either party may terminate or suspend this purchase order upon delivering written notice to the other party, for convenience or default.
- Termination for Convenience. SFCC may terminate this purchase order, in whole or in part, without showing cause upon prior written or electronic notice to the Seller specifying the extent and the effective date of the termination. The provisions of the SFCC Purchasing Policies and Procedures hereunder, including the determination of rights and obligations of the parties, shall govern termination. The Seller shall be paid a proportionate part of the compensation due and payable to it based upon the proportion of the Project completed as of the termination of work hereunder. Notice of abandonment, curtailment or cancellation may be oral, but shall be confirmed in writing within 30 days by SFCC, at which time the Seller shall immediately file with SFCC the final date of the Seller services performed and a final progress report. If payments have exceeded the proportion of Project work completed, a refund shall be due SFCC.
- Termination for Default. When the Seller has not performed or has unsatisfactorily performed, payment shall be withheld at the discretion of the SFCC. Failure on the part of a Seller to fulfill contractual obligations shall be considered just cause for termination of this purchase order and the Seller is not entitled to recover any costs incurred by the Seller up to the date of termination. The provisions of SFCC Purchasing Policies and Procedures hereunder, including the determination of the rights and obligations of the parties, shall govern termination.
- Suspension of Work. SFCC Chief Procurement Officer unilaterally may order the Seller in writing to suspend, delay, or interrupt all or any part of the work for such period of time as he may determine to be appropriate for the convenience of SFCC.
- Appropriations. No payment for any purchase of services, construction or items of tangible property shall be made unless the appropriate/designated SFCC personnel certifies that the services, construction or items of tangible property have been received and meet the appropriate specifications.
- Audit. Seller will maintain detailed records that indicate the date, time and nature of services rendered and material or supplies delivered to Buyer, including serial numbers or other identifiers, and will retain such records for at least three years after final payment. Buyer has the right to audit billings before and after payment. Payment will not preclude Buyer from recovering excessive, erroneous or illegal payments made to Seller.
- Invoices. The terms of this purchase order are contingent upon sufficient appropriations and authorization being made by SFCC, or other sponsoring agency for the performance of this purchase order. If sufficient appropriations and authorization are not made by SFCC or other sponsoring agency, this purchase order will terminate upon delivery of written notice by SFCC to Seller. The decision of SFCC as to whether sufficient appropriations are available will be accepted by Seller and will be final.
3.1 At the minimum, the invoices shall indicate the services, construction or items of tangible property rendered, quantities, and the mutually agreed prices for the services, construction or items of tangible property rendered or delivered.
3.2 SFCC shall have the right to audit invoices both before and after payment. Payment under this purchase order shall not foreclose the right of SFCC to recover excessive and or illegal payments from seller.
4. Price: Buyer will not be billed at prices higher than stated in this purchase order unless authorized in writing by Buyer. Seller represents that the prices charged for the goods or services covered by this order are the lowest prices charged by Seller and that such prices comply with all applicable laws and government regulations in effect at time of quotations, sale, delivery and performance. Seller agrees to notify Buyer of any price reduction made in goods or services covered by this order after the date hereof and before delivery or performance and agrees that any such reduction will be applicable to this order.
- Liability. As between the parties, each party acknowledges that it will be responsible for claims or damages arising from personal injury or damage to persons or property to the extent they result from negligence of that party’s employees. Seller understands that SFCC is not indemnifying Seller for the acts or omissions of SFCC. The liability of SFCC will be subject in all cases to the immunities and limitations of the New Mexico Tort Claims Act, Sections 41-4-1 et seq. NMSA 1978, as amended.
- Indemnification. Notwithstanding the foregoing, Seller will indemnify and hold harmless SFCC, its Governing Board, officers, agents and employees from any claims for losses, costs, damages, expenses or liability by reason of bodily injury (including death) or property damage, to the extent such damages are determined by a court of competent jurisdiction in a proceeding to which Seller is a party to result from Seller’s negligence, act or omission, except to the extent of SFCC’s negligence. The foregoing indemnification obligation shall specifically include, but not be limited to, any breach of the Seller’s obligations as a Business Associate, as set forth in the Business Associate Addendum, and any breach of Seller’s non-assignment and/or Subcontractor obligations set forth in this purchase order.
- Insurance. Seller will procure and maintain, at its own expense, professional liability insurance with limits of $1,000,000 per occurrence and $3,000,000 in the aggregate covering the acts or omissions of any individuals who may be performing services under this purchase order.
- Independent Seller. It is expressly understood that Seller is an independent Seller and not the agent, partner or employee of SFCC. Seller shall have complete charge and responsibility for persons employed by Seller and engaged in the performance of the specified work. Neither Seller nor any of its agents shall be treated as an employee of SFCC for any purpose whatsoever. Seller declares that Seller has complied with all federal, state and local laws regarding business permits and licenses of any kind that may be required to carry out the said business and the tasks to be performed under this purchase order. Seller further declares that it is engaged in the same or similar activities for other clients and that SFCC is not Seller’s sole or only client or customer.
- Equal Opportunity and Affirmative Action. In performing or providing the services and goods required under this purchase order, each party shall be an equal opportunity employer and shall conform to all affirmative action and other applicable requirements; accordingly, each party shall neither discriminate nor permit discrimination in its operations or employment practices against any person or group of persons on the basis of race, age, religion, color, national origin, ancestry, sex, physical or mental handicap or medical condition, sexual preference, prior military involvement or any other manner prohibited by law.
PROCUREMENT CONTRACT PROVISIONS SFCC FEDERAL GRANTS DRAFT .326 POINTS TO APPENDIX II APPENDIX II TO PART 200—CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS
In addition to other provisions required by the Federal agency or non-Federal entity, all contracts made by the non-Federal entity under the Federal award must contain provisions covering the following, as applicable.
(A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.
(B) All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it will be effected and the basis for settlement.
(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”
(D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), 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 must 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 or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.
(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must 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 one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 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.
(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
(I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must 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 must 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 non-Federal award.
(J) See §200.322 Procurement of recovered materials.
1.1 Procurement of recovered materials.
A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
[78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014]
[78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75888, Dec. 19, 2014]
- Certification and Licenses. Contractor represents and warrants that the Contractor is professionally qualified to render the Contractor services required by SFCC and possesses any licenses and/or certifications required under state and/or federal law to perform the services required under this Purchase Order.
- Confidentiality. The confidentiality of client records will be maintained by the parties in accordance with applicable federal and state laws and regulations.
- Damage and Security of SFCC Property. The Seller shall be responsible for all damage to persons or property that occurs as a result of proposer’s fault or negligence, or that of any of his employees, agents and/or Subcontractors. Any equipment, software or facilities damaged by the proposer’s operations shall be repaired and/or restored to their original condition at the Seller’s expense.
- Delivery: Time is of the essence in this order, and if delivery of conforming goods or performance of conforming services is not completed by the time(s) stated in the purchase order, Buyer may, in addition to its other rights and remedies, cancel this order, reject goods or services in whole or in part and/or buy substitute goods or services elsewhere and charge Seller with any loss incurred. Any provisions herein for delivery of goods or performance of services by installments will not be construed as making the obligations of Seller severable. Shipments sent C.O.D. without Buyer’s written consent will not be accepted.
- ECCN Reporting Requirement. Seller acknowledges that providing goods and services under this purchase order is subject to compliance with all applicable United States laws, regulations, or orders, including those that may relate to the export of technical data or equipment, such as International Traffic in Arms Regulations (“ITAR”) and/or Export Administration Act/Regulations (“EAR”). Seller agrees to comply with all such laws, regulations and orders as currently in effect or hereafter amended. Seller shall not disclose any export-controlled information, or provide any export-controlled equipment or materials to SFCC without prior written notice. In the event that SFCC agrees to receive such export-controlled information, equipment or materials, Seller shall: (i) include the Export Control Classification Number (ECCN) on the packing documentation and, (ii) send an electronic copy of the ECCN number and packing documentation to: email@example.com
- Eligibility for Participation in Government Programs. Each party represents that neither it, nor any of its management or any other employees or independent Sellers who will have any involvement in the services or products supplied under this purchase order, have been excluded from participation in any government healthcare program, debarred from or under any other federal program (including but not limited to debarment under the Generic Drug Enforcement Act), or convicted of any offense defined in 42 U.S.C. Section 1320a-7, and that it, its employees, and independent Sellers are not otherwise ineligible for participation in federal healthcare programs. Further, each party represents that it is not aware of any such pending action(s) (including criminal actions) against it or its employees or independent Sellers. Each party shall notify the other party immediately upon becoming aware of any pending or final action in any of these areas.
- Employee Certification. The Seller and all Sellers’ employees utilized on the work to be performed under this purchase order must have the proper certification(s) and license(s) to comply with State and Local requirements connected to this purchase order. The Seller shall use only fully qualified and approved service technicians to perform inspections, installations, support, maintenance service, repairs and upgrades under this request.
- Force Majeure. Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this purchase order if such delay or failure arises by any reason beyond its reasonable control, including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, or any act or failure to act by the other party or such other party’s employees, agents or Sellers; provided however, that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of delay in the performance of this purchase order.
- Foreign Payments. Payment for services performed by a foreign individual or a foreign corporation while in the US may be subject to 30% tax withholding per IRS Publication 515.
- Governing Law. This order will be governed by the laws of the State of New Mexico including the New Mexico Uniform Commercial Code (the “UCC”) and the New Mexico Procurement Code (the “Procurement Code”). Since, among other things, Buyer is a College having a principal office in the State of New Mexico, the parties hereto agree to submit to the jurisdiction of the New Mexico District Court for Santa Fe County in connection with any controversy arising hereunder.
- Gramm-Leach-Bliley Act. Pursuant to the Gramm-Leach-Bliley Act and the regulations set forth at 16 CFR Part 314, SFCC requires its Sellers to implement and maintain appropriate safeguards for the protection of Customer Information. Accordingly, the Seller shall implement and maintain a comprehensive information security program that contains administrative, technical and physical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of confidential Customer Information that it creates, receives, maintains, or transmits on behalf of SFCC. In addition, the Seller will require and ensure that any of its agents, sub-Sellers, or sub-consultants, to which it provides confidential Customer Information of SFCC, implements appropriate security measures to protect confidential Customer Information of SFCC.
Seller shall not use or disclose covered data and information received from or created on behalf of SFCC except as permitted or required by this purchase order, as required by law, or as otherwise authorized in writing by SFCC. Upon becoming aware of a security breach in which SFCC Customer Information is used or disclosed in a manner not authorized or covered by this purchase order, including any reasonable belief that an unauthorized individual has accessed a database containing covered data and information, or in violation of any applicable state or federal laws, Seller will report to SFCC any security incident immediately upon being aware of such a breach and take such corrective steps/action to remedy the breach as requested by SFCC and required by law.
Upon termination, cancellation, expiration or other conclusion of this purchase order, Service Provider shall return to SFCC covered Customer Information and data unless SFCC requests in writing that such Customer Information and data be destroyed. Service Provider shall complete such return or destruction not less than 30 days after the conclusion of this purchase order. Within such 30 day period, Seller shall certify in writing to SFCC that such return or destruction has been completed. To the extent return or destruction is not feasible; this purchase order shall remain in full force and effect.
Seller, means any person or entity that receives, maintains, processes, or otherwise is permitted access to Customer Information through its direct provision of services to a financial institution. The Gramm-Leach-Bliley Act broadly defines “financial institution” as any institution engaging in the financial activities enumerated under the Bank Holding Company Act of 1956, including “making, acquiring, brokering, or servicing loans” and “collection agency services”. Because higher education institutions participate in financial activities, such as processing student financial aid and student loans, FTC regulations consider them financial institutions for purposes of the Gramm-Leach-Bliley Act. Customer Information means any record containing nonpublic information as defined in 16 CFR 313.3(n), about a customer of a Financial Institution, whether in paper, electronic or other form that the SFCC has obtained from a customer in the process of offering a financial product or service including offering student aid and loans to students as defined in 12 CFR 225.28. Any and all Customer Information provided by the SFCC to the Seller which the Seller acquires through its own efforts in rendering or providing any goods or services under this purchase order, shall be considered confidential and held in strict confidence and shall only be released to the Seller’s own personnel, agents, sub-Seller and sub-consultants only to the extent necessary to provide or perform the goods and/or services required by this purchase order. Such information shall not be released by the Seller to any other person or organization without the prior written consent and approval of SFCC.
- Inconsistencies. In the event that there are any inconsistencies or incompatibilities in provisions between the Purchase Order terms and conditions and any other referenced or incorporated contractor document, the Purchase Order terms and conditions shall take precedence.
- Marking. Seller will mark each package or shipment with Buyer’s name and address, contents and purchase order number. All products containing hazardous substances will be properly labeled and accompanied by a Material Safety Data Sheet.
- Multi-Term Determination. Pursuant to Sections 13-1-150 and 13-1-151 NMSA 1978, it has been determined that the estimated requirements covered in this purchase order are reasonably firm and continuing and a multi-term contract will serve the best interests of SFCC.
- Non-Assignability. This purchase order will not be assigned by either party, nor will the duties imposed upon either party by this purchase order be delegated, subcontracted, or transferred by either party, in whole or in part, without the prior written consent of the other party.
- Other Applicable Laws. Any provision required being included in a resultant purchase order by any applicable and valid executive order, Federal, State or Local law, ordinance, rule or regulation shall be deemed to be incorporated herein.
- Penalties. The Procurement Code, Section 13-1-28 at seq. NMSA 1978, as amended imposes civil and criminal penalties for its violation. In addition, the New Mexico criminal statutes impose criminal penalties for bribes, gratuities and kickbacks.
- Protection of Confidential Data. As applicable, Service Provider agrees to abide by the limitations on re-disclosure of personally identifiable information from education records set forth in The Family Educational Rights and Privacy Act (34 CFR § 99.33 (a)(2) and with the terms set forth below. 34 CFR 99.33 (a)(2) states that the officers, employees and agents of a party that receives education record information from the Institution may use the information, but only for the purposes for which the disclosure was made.
Definition: Covered data and information (CDI) includes paper and electronic student education record information supplied by Institution, as well as any data provided by Institution’s students to the Service Provider. Acknowledgment of Access to CDI: Service Provider acknowledges that the purchase order or agreement allows the Service Provider access to CDI.
Prohibition on Unauthorized Use or Disclosure of CDI: Service Provider agrees to hold CDI in strict confidence. Service Provider shall not use or disclose CDI received from or on behalf of Institution (or its students) except as permitted or required by the purchase order, as required by law, or as otherwise authorized in writing by Institution. Service Provider agrees not to use CDI for any purpose other than the purpose for which the disclosure was made. If the Family Policy Compliance Office of the U.S. Department of Education determines that the Service Provider improperly disclosed personally identifiable information obtained from Institution’s education records, Institution may not allow the Service Provider access to education records for at least five years.
Return or Destruction of CDI: upon termination, cancellation, expiration or other conclusion of this purchase order. Service Provider shall return all CDI to Institution or, if return is not feasible, destroy any and all CDI. If the Service Provider destroys the information, the Service Provider shall provide Institution with a certificate confirming the date of destruction of the data.
Maintenance of the Security of Electronic Information: Service Provider shall develop, implement, maintain and use appropriate administrative, technical and physical security measures to preserve the confidentiality, integrity and availability of all electronically maintained or transmitted CDI received from, or on behalf of Institution or its students. These measures will be extended by contract to all sub-Seller used by Service Provider.
Reporting of Unauthorized Disclosures or Misuse of Covered Data and Information: Service Provider shall, within one day of discovery, report to Institution any use or disclosure of CDI no authorized by this purchase order or in writing by Institution. Service Provider’s report shall identify: (i) the nature of the unauthorized use or disclosure, (ii) the CDI used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure, (iv) what Service Provider has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure, and (v) what corrective action Service Provider has taken or shall take to prevent future similar unauthorized use or disclosure. Service Provider shall provide such other information, including a written report, as reasonably requested by Institution.
Indemnity: Service Provider shall defend and hold Institution harmless from all claims, liabilities, damages, or judgments involving a third party, including Institution’s costs and attorney fees, which arise as a result of Service Provider’s failure to meet any of its obligations under this purchase order.
Note: Inclusion of data by students into the terms of the contract will depend upon the contract and may not be needed.
19. Quantities. SFCC may purchase all, some or none of the goods or services described in this this purchase order. In addition, actual quantities may fluctuate up or down based on SFCC needs. The seller will be required to fill all orders placed regardless of quantities ordered
20. Release. Seller, upon final payment of the amount due under this purchase order, will release SFCC, its officers and employees, and the State of New Mexico from all liabilities, claims and obligations not assumed in this purchase order by SFCC or the State of New Mexico.
21. Removal of Seller’s Employee(s). SFCC may remove Seller’s employee(s) from the work under the contract for cause or convenience. SFCC may immediately terminate, with written notice to Seller, the services of any of the Contactor’s employee(s), if the SFCC’s management believes in good faith that Seller’s employee is unable to perform the services with reasonable skill.
22. Separability. If any clause or provision of this purchase order is illegal, invalid, or unenforceable under present or future laws effective during the term of this purchase order, then in that event, it is the intention of the parties hereto that the remainder of this purchase order shall not be affected thereby.
23. Site Familiarity. The Seller shall be responsible for thoroughly inspecting the site and work to be done prior to commencement of work. The Seller warrants by this submission of an offer that the site has been thoroughly inspected and the work to be done and that the offer includes all costs required to complete the work. The failure of the Seller to be fully informed regarding the requirements of a request under this purchase order will not constitute grounds or any claim or demand for adjustments to the associated costs.
24. Tax Exempt. SFCC is exempt from Federal Excise Taxes and from New Mexico Gross Receipts Taxes on materials. Services are not exempt. Taxes on services should be included as a separate line item and not included in the base price offer. A SFCC Tax Exempt Certificate is available upon request.is available upon request.
25. Third Parties. Nothing in this purchase order, express or implied, is intended to confer any rights, remedies, claims, or interests upon a person not a party to this purchase order.
26. Total Expenditures. Total expenditures shall not exceed purchase order total.
27. Waiver. No provision of this purchase order shall be deemed to have been waived by either party unless such waiver be in writing signed by the party making the waiver and addressed to the other party; nor shall any custom or practice which may evolve between the parties in the administration of the terms hereof be construed to waive or lessen the right of either party to insist upon the performance by the other party in strict accordance with the terms hereof. Further, the waiver by any party or a breach by the other party, of any term, covenant, or condition hereof, shall not operate as a waiver of any subsequent breach of the same or any other term, covenant, or condition thereof.
28. Workplan Required: Contractor shall include a proposed schedule for all SOWs. The SOW shall provide at the minimum sufficient detail to enable SFCC to fully understand the intentions of Contractor. It should include a detailed workplan for the fulfillment of its proposed scope of work and services. The work plan should identify Contractor plan(s) for SFCC, including all tasks, fees, exclusions, and milestones, type of license including subcontractors, third parties and time frames involving completion of the scope. Contractor may employ Gant charts, graphics or other scheduling tools, preferably in electronic media. It should clearly outline SFCC’s and Contractor’s required resources, responsibilities, staffing and training. It shall include all expenses which Contractor is incurring in rendering the services to which it expects SFCC to reimburse Contractor.
ADDITIONAL SFCC PURCHASE ORDER TERMS AND CONDITIONS
The Federal Acquisition Regulations (FAR) and Defense Federal Acquisition Regulations (DFAR) clauses applicable to procurement with federal funds are listed below and are incorporated into and form a part of the terms and conditions of some Purchase Orders. In the event of any conflict between the terms and conditions of these Federal Government Subcontract Provisions and any other provisions of the order, the terms and conditions of these Federal Government Subcontract Provisions shall prevail. The clauses contained in the referenced paragraphs of the Federal Acquisition Regulations (FAR) and the Defense Federal Acquisition Regulations (DFAR) are incorporated herein by reference. For the purposes of the SFCC, in all of the following clauses, the terms “contract” shall mean the resultant order, and the term “contractor” shall mean “seller.” The term “Government” shall mean “SFCC” and the terms “contracting officer” shall mean the “Chief Procurement Officer,” except in those clauses with an “*” in the third column (Contract Grant). In the clauses marked with an “*”, “Government” shall mean “United States Government.”
If a Purchase Order is a subcontract under a Federal contract, all clauses referenced in the matrix will apply, subject to the dollar limitations and circumstances shown in the matrix.
If the Purchase Order is a subcontract under a Federal grant, only those clauses with a “G” in the Contract Grant column of the matrix are applicable.
Federal Acquisition Regulation clauses start with 52.xxx. Defense Federal Acquisition Regulation clauses start with 252.xxx. If you have any questions concerning the clauses referenced under these provisions, please contact the SFCC Purchasing Department at (505)428-1858.
- All goods and services offered are adequately described.
- Will work within the security, regulatory and internal policy requirement needs of various SFCC facilities.
- Seller is authorized to sell/resell the good and services being proposed. The goods and services must be available for warranty without any required re-certification from another party. Seller must provide certificates of authorization or verifications upon request.
- Will perform all work compliant with applicable industry standards and recommended practices.
- Federal Acquisition Regulations (FAR) and Defense Federal Acquisition Regulations (DFAR) clauses