Purchase Order Terms and Conditions
Effective: 05/06/2022 (for Purchase Orders issued prior to 05/06/2022, email email@example.com for a copy of the applicable terms and conditions)
The University of Nebraska is a public institution and governed by the Board of Regents of the University of Nebraska. It is composed of a chief governing administrative unit (University of Nebraska System) and four universities (University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and University of Nebraska at Omaha) and such other institutions and units as may be designated by the Nebraska Legislature (each a “Campus” and collectively the “Campuses”).
The following Purchase Order Terms and Conditions only apply to transactions that do not have a written agreement, duly executed by both parties.
- Entire Agreement. If this Purchase Order refers to Supplier's bid or proposal, this Purchase Order is an acceptance of Supplier’s offer to sell in accordance with the terms and conditions of the "solicitation" identified in Supplier's bid or proposal including any request for proposal or any other form of order by University. If a bid or proposal is not referenced, this Purchase Order is an offer to buy, subject to Supplier's acceptance, demonstrated by Supplier's performance or written acceptance of this Purchase Order. Any counteroffer to sell automatically cancels this Purchase Order, unless a change order is issued by University accepting a counteroffer. This Purchase Order shall supersede and control over any Supplier form(s) or part(s) thereof included in or attached to any bid, proposal, offer, acknowledgment, or otherwise, in the event of inconsistencies or contradictions, regardless of any statement to the contrary in such form(s) or parts thereof. Any notice required or permitted to be given to Supplier under this Purchase Order shall be sufficient if in writing, mailed, or delivered to the Supplier at the address provided on the Purchase Order. All written notices so given shall be deemed effective upon receipt.
- Changes or Additions. From time to time, University may make changes, issue additional instructions, require additional work, or direct omission of work previously ordered. Such changes shall be issued in writing to Supplier by an authorized representative of University and all conditions and provisions of this Purchase Order shall apply to all such modifications. No extra work, additions, or alterations shall be paid for by University unless approved by and performed pursuant to written order of University.
- Payment. In full consideration for the goods or services (“Deliverables”) provided by Supplier, University shall pay or cause to be paid to Supplier the invoiced amount within forty-five (45) days after Supplier’s submission of an accurate invoice to University and all requested supporting documentation. Along with its invoice, Supplier shall submit adequate receipts and documentation as requested by University to support reimbursement of all previously agreed upon expenses. Supplier is expected to comply with applicable policies and procedures, including those stated within University of Nebraska Travel Policy (accessible at https://nebraska.edu/-/media/unca/docs/offices-and-policies/policies/policies/university-of-nebraska-travel-policy.pdf). University, in its discretion, may decline to reimburse expenses that are not pre-approved or fail to comply with applicable policies and procedures. Supplier agrees it is solely responsible for payment of income, social security, and other employment taxes due to the proper taxing authorities, and that University will not deduct such taxes from any payments to Supplier hereunder, unless required by law.
- Delivery. All shipments are to be made F.O.B. destination, freight prepaid, according to the delivery information provided in the Purchase Order. Supplier shall make no partial deliveries of this Purchase Order without the University’s consent unless otherwise indicated in the Purchase Order. University may, but shall not be obligated to, inspect Supplier’s performance under this Purchase Order from time to time. University’s inspection, or lack of inspection, will not constitute an acceptance of any Deliverables or a waiver of any right or warranty or preclude University from rejecting any defective Deliverables. Supplier will coordinate lead times and delivery dates with the University. Time is of the essence with respect to delivery of the goods and performance of services.
- Campus Presence. To the extent this Purchase Order requires Supplier, its employees, and agents to be present on University property, then Supplier shall coordinate its presence with an authorized representative of the University. Supplier shall ensure a responsible representative is present on University property at all times while providing services and shall limit its presence and activities to such areas as are reasonably necessary in order to perform its obligations pursuant to this Purchase Order. Supplier, its employees, and agents will adhere to the University’s reasonable safety and security policies and procedures and will use commercially reasonable efforts not to interfere with University’s regular operations. Supplier, its employees, and agents providing Deliverables while physically on Campus shall be identifiable as Supplier’s employee or agent by wearing visible photo identification badges. Failure of Supplier’s employee or agent to display the required identification shall be a material breach of this Purchase Order and may, at University’s election, be cause for immediate termination of this Purchase Order. Supplier shall take precautions to avoid damage to University property. In the event Supplier or its employees or agents cause damage to University property, Supplier will be solely responsible for all costs and expenses to return University property to its prior condition.
- Warranties. Supplier warrants that it will convey good title to all goods, free of all encumbrances, and all goods delivered shall be free from defects in workmanship, material, and manufacture, shall comply with the requirements of this Purchase Order, including any drawings or specifications incorporated or samples furnished by the Supplier, and shall be free from defects in design. Supplier further warrants all goods purchased hereunder shall be merchantable quality and shall be fit and suitable for the purposes intended. In the event Supplier is providing University with services, Supplier warrants and represents that each of its employees and agents to perform any services under the terms of this Purchase Order shall have the skills, training, and background reasonably commensurate with their level of performance or responsibility, to be able to perform in a competent and professional manner that is consistent with industry standards. Supplier further warrants the services provided will conform to the requirements of this Purchase Order and that in performing the services Supplier will not be in breach of any agreement with a third party. The foregoing warranties are conditions to this Purchase Order and are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection, acceptance, or payment by University. All warranties shall run to University. If any warranties specified herein or otherwise applicable are breached by Supplier, University may, at its election, require Supplier to correct at Supplier’s sole expense any defect or nonconformance by repair or replacement or return any defective or nonconforming goods to Supplier at Supplier’s expense and recover from Supplier the purchase price or, in the case of services, require re-performance of the services or terminate this Purchase Order and receive a full refund. Supplier agrees to hold University harmless from any loss, damage, or expense, including court costs and reasonable attorneys’ fees, that University may suffer as a result of a breach or alleged breach of the foregoing warranties. The foregoing remedies are in addition to all other remedies University may have at law or in equity.
- Debarment List. Supplier certifies and warrants that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation 48 CFR Ch.1 Subpart 9.4. Supplier also certifies that Supplier, its partners, directors, officers, employees, licensees, subcontractors or agents have not been excluded or debarred or otherwise become ineligible to participate in Federal health care programs pursuant to 42 USC § 1320a-7. This shall be an ongoing certification and warranty during the term of this Purchase Order and Supplier shall immediately notify University of any change in the status of the certification and warranty set forth in this section. If Supplier becomes excluded from Federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors, this Purchase Order may be terminated immediately, for cause, by University. If any partners, directors, officers, employees, licensees, subcontractors, personnel or agents of Supplier become excluded from Federal health care program participation, such individual shall be removed from participating in this Purchase Order immediately. Failure by Supplier to remove such excluded individual immediately shall provide University the right to terminate the Agreement immediately for cause.
- Termination. University may terminate this Purchase Order in whole or in part by providing written notice if Supplier fails to perform any of its provisions or so fails to make progress as to endanger performance in accordance with its terms. Additionally, University may terminate this Agreement for its convenience upon thirty (30) days’ prior written notice to Supplier. Upon termination, University shall promptly pay Supplier for all fees incurred up to and including the effective date of termination or Supplier will refund to University a prorated share of any prepaid fees. In the event of termination, University may procure, upon such terms and in such manner as University may deem appropriate, Deliverables similar or substantially similar to those so terminated and Supplier shall be liable to University for any excess costs incurred, provided that Supplier shall continue the performance of this Purchase Order to the extent not terminated. The foregoing remedies are in addition to all other remedies University may have at law or in equity.
- Bankruptcy. In the event of any proceedings in bankruptcy or insolvency by or against Supplier, or in the event of the appointment (with or without Supplier's consent) of an assignee for the benefit of creditors, or of a receiver, the University may immediately cancel this Purchase Order.
- Governing Law and Forum. This Purchase Order shall be governed by the laws of the State of Nebraska without giving effect to its conflicts of law provisions. Any legal actions brought by either party shall be instituted in the state or federal courts located in Lancaster County, Nebraska. It is understood and agreed that any legal action by Supplier in relation to this Purchase Order may only be instituted in accordance with the provisions of the State Contract Claims Act (Neb. Rev. Stat. §§ 81-8,302 to 81-8,306), as amended. Notwithstanding the foregoing, any Purchase Order issued under a U. S. Government prime contract shall be construed and interpreted in accordance with Federal law relating to U. S. Government prime contracts.
- Work Status Verification. Supplier and its subcontractors shall use a federal immigration verification system to determine the work eligibility status of new employees physically performing services within the State of Nebraska pursuant to Neb. Rev. Stat. §§ 4-108 to 4-114, as amended.
- Equal Opportunity (intentionally bolded). Supplier shall comply with 41 CFR §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a), incorporated by reference with the following statement: “This contractor and subcontractor shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin or for inquiring about, discussing, or disclosing compensation. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.”
- Liability.To the fullest extent allowed by law, Supplier shall defend, indemnify, and hold harmless University, its regents, officers, employees, agents and students, for any loss, claim, damage, expense or liability of any kind, including reasonable attorneys’ fees and costs, arising out of or in connection with the performance or nonperformance under this Purchase Order by Supplier and its officers, employees, agents and subcontractors.
- Assignment. This Agreement is non-assignable and non-transferrable. Any attempt by either party to assign its obligations hereunder shall be void.
- Subcontractors. Supplier shall not subcontract all or substantially all of any facet of the services without the prior written approval of the University. Supplier shall be fully responsible for the acts and omissions of its subcontractors and of the persons directly or indirectly employed by them. Every subcontractor shall be bound by the terms of this Purchase Order; provided, however, that no contractual relationship shall exist between any subcontractor and University, unless evidenced in a separate contract independent of this Purchase Order with Supplier.
- Conflict of Interest. No article or service shall be purchased from any University faculty or staff member without prior approval by the authorized Vice Chancellor of Business and Finance and any such approved purchase shall comply fully with the requirements of the conflict of interest provisions of the Nebraska Political Accountability and Disclosure Act, Neb. Rev. Stat., §§ 49-1493 through 49-14,104. Supplier certifies, to the best of its knowledge and belief, that there are no potential organizational conflicts of interest related to this Purchase Order. If Supplier cannot so certify, it shall provide to University a disclosure statement that describes all relevant information concerning any potential conflict of interest under this Purchase Order. In the event the potential conflict of interest cannot be resolved, University may declare this Purchase Order void and of no further force or effect and University shall have no further obligations under this Purchase Order.
- Taxpayer Transparency Act. Pursuant to Nebraska’s Taxpayer Transparency Act (Neb. Rev. Stat. §84-602.01, as may be amended), University is required to provide the Nebraska Department of Administrative Services with a copy of each contract that is a basis for an expenditure of state funds, including any amendments and documents incorporated by reference in the contract. Copies of all such contracts and documents will be published by the Nebraska Department of Administrative Services at https://statecontracts.nebraska.gov/. It shall be the sole responsibility of Supplier to notify University of any requested redactions to such contracts and documents under Neb. Rev. Stat. § 84-712.05(3) at the time of execution. In addition, Supplier agrees to defend any challenge to such redactions at its own expense.
- Nondiscrimination. Supplier agrees that neither it nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant in accordance with the Nebraska Fair Employment Practice Act, Neb. Rev. Stat. § 48-1122, as amended.
- Discrimination including Sexual Harassment. State and federal law, as well as University of Nebraska Bylaws, policies, and guidelines prohibit discrimination (as defined therein) including harassment and retaliation, against students, employees, and other members of the University community. Prohibited types of discrimination include discrimination on the basis of race, color, ethnicity, national origin, sex (including sexual harassment), pregnancy, sexual orientation, gender identity, religion, disability, age, genetic information, veteran status, marital status, political affiliation, and any other protected status. Supplier shall exercise control over itself, its employees, agents, contractors, and affiliated parties so as to prohibit acts of discrimination, including sexual harassment, against University students, employees, and other members of the University community. Supplier shall cooperate with the University following any report of discrimination. In the event University determines Supplier or an employee, agent, contractor, or other person affiliated with Supplier has engaged in discrimination, including harassment, or other inappropriate conduct, Supplier will take prompt and effective action, in accordance with the University’s direction, to prevent recurrence of the conduct and to correct its effects, which may include removal of Supplier or the employee, agent, contractor, or other person affiliated with Supplier from providing the Deliverables. Supplier’s failure to comply with the University’s directive or any other part of this provision may be cause for immediate termination of this Purchase Order. Supplier acknowledges that the University may have obligations to report any allegations or incidents of discrimination, including sexual harassment. Supplier and employees, agents, contractors, and other persons affiliated with Supplier who are directly providing the Deliverables or present on University premises shall participate in any training as may be required by the University from time to time, including training regarding sexual harassment and diversity and inclusion.
- Criminal Background Investigations. If applicable, Supplier represents and warrants that Supplier has obtained, at its own expense and in a manner compliant with all applicable laws, a background screening for all of its employees who will be present on University premises. Such background screenings shall be completed consistent with current industry standards and shall, at a minimum, include the same degree of thoroughness as the background checks University conducts for its newly hired staff. Supplier agrees to update any background screening upon reasonable request by University, it being agreed that any request based upon the occurrence of any illegal activity involving Supplier or its personnel, or the reasonable suspicion of illegal activity would be deemed reasonable. Supplier shall provide University with evidence of the completion of the required background screenings upon University's request. Alternatively, in the event Supplier is an individual, University may require Supplier complete a background check consistent with current industry standards at University’s request. Supplier shall not hire, retain or engage any individual directly involved in the performance of services under this Purchase Order who has been convicted (felony or misdemeanor) of or entered into a court-supervised diversion program for any sexual offense, felony assault (including domestic violence related incidents), child abuse, molestation or other crime involving endangerment of a minor, murder or kidnapping. Supplier and Supplier’s employees or agents directly performing services under this Purchase Order cannot be listed on any sex offender registry. Other convictions, such as misdemeanor assault, drug distribution activity, felony drug possession, and any other felony or crime involving moral turpitude may also render Supplier and Supplier’s employees or agents ineligible to directly perform services under this Purchase Order, taking into consideration (a) the nature and gravity of the offense(s), (b) the time that has passed since the offense or conduct and/or completion of the sentence, and (c) the nature of the services being performed. Supplier agrees to ensure any third party with whom Supplier engages to provide any part of the services provided under this Purchase Order agrees to the same restrictions, conditions, and requirements of this section in the same capacity as Supplier.
- Logos or University Marks. Supplier shall not use or display any University name, logo, trademark, service mark (individually a “Mark” and collectively the “Marks”) and/or other indicia designated by University as a source identifier, unless expressly authorized in writing by University. Any unauthorized use of Marks is expressly prohibited. Supplier agrees it will not use University’s name in any manner that acts as an endorsement or is an appearance of any endorsement in any promotion, advertisement, solicitation, or other communication, especially as it relates to Supplier’s business.
- Right to Audit Privilege. University reserves the right to audit or inspect work performed by Supplier under this Purchase Order. University may participate directly or through an appointed representative in order to verify that the services related to this Purchase Order have been performed in accordance to the procedures indicated.
- Campuses. By virtue of the authority granted by the Board of Regents of University of Nebraska, each Campus may execute certain contracts on their own behalf. Supplier acknowledges one or more Campuses may, at University’s election, participate under these terms.
- Compliance. Supplier and its employees and agents will comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and/or authority, as well as applicable University policies.
- Severability. The terms of this Purchase Order are severable. If any term or provision is declared by a court of competent jurisdiction to be illegal, void, or unenforceable the remainder of the provisions shall continue to be valid and enforceable.
- Survival. Provisions surviving termination or expiration of this Purchase Order are those which on their face affect rights and obligations after termination or expiration and also include provisions concerning indemnification, confidentiality, representations and warranties, and governing law and venue.
- Waiver. A waiver of any term or provision of this Purchase Order by University shall not be deemed to be a waiver of such provision on any subsequent breach of the same or any other provision contained in this Purchase Order. Any such waiver must be in writing to be effective, and no such waiver or waivers shall serve to establish a course of performance between the parties contradictory to the terms hereof.
- Relationship of Parties. No agency, partnership or joint venture is created by this Purchase Order. The parties affirmatively disclaim any intent to form such relationship. Supplier is solely responsible for maintenance and payment of insurance and the like that may be required by federal, state or local law with respect to any sums paid hereunder. Supplier is not University’s agent or representative and has no authority to bind or commit University to any agreements or other obligations.
- Insurance. Supplier shall at its own expense obtain and maintain throughout the term of the Purchase Order general commercial liability insurance against claims for bodily injury, death and property damage with limits of not less than one million dollars ($1,000,000) per occurrence, and three million dollars ($3,000,000) general aggregate, to cover such liability caused by, or arising out of, activities of Supplier and its agents and/or employees while engaged in or preparing for the provision of the Deliverables provided herein. If the Deliverables include providing technology services, software or support, Supplier shall obtain and maintain cyber liability insurance coverage of not less than ten million dollars ($10,000,000) per occurrence and in the aggregate to cover such liability resulting or arising from acts, errors, or omissions in rendering such technology services, software, or support. Upon request by University, Supplier shall furnish to University certificates of insurance evidencing such insurance is effective prior to provision of the Deliverables. By requiring such minimum insurance, University shall not be deemed or construed to have assessed the risk or limited the liability that may be applicable to Supplier under this Agreement. Supplier shall assess its own risks and, if it deems appropriate, maintain higher limits or broader coverages. Supplier further agrees, upon request, to include University as an additional insured on its general liability insurance policy on a primary and non-contributory basis. Supplier is not relieved of any liability or other obligations assumed or pursuant to this Purchase Order by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.
- Export Controls. Supplier agrees to comply will all applicable U.S. laws and regulations controlling the export of technical data, computer software, laboratory prototypes, and other commodities that may require a license from the applicable agency of the U.S. government. Supplier agrees to comply with export control laws, including the International Traffic in Arms Regulations (ITAR), 22 CFR 120-130, the Export Administration Regulations (EAR) 15 CFR 730-774, and the Foreign Assets Control Regulations 31 CFR 501-598. Any such export-controlled items, equipment, or information must be properly handled and labeled by Supplier as part of the Supplier’s responsibility. The burden shall be on Supplier to prevent such export-controlled information from being improperly disclosed to University and shall obtain the appropriate license or approval from the relevant authorities or to invoke an available exception, exemption, or exclusion before disclosing any export controlled materials to University. In the event Supplier seeks to provide University with any such controlled disclosures, Supplier will so inform University in writing and shall not forward or provide any export-controlled information to University without the express written permission of the University official in charge of such matters. The name of such official shall be provided by University upon request.
- Unavailability of Funding. Due to possible future reductions in State and/or Federal funds, University cannot guarantee the continued availability of funding of this Purchase Order notwithstanding the consideration contained within this Purchase Order. In the event funds to finance this Purchase Order become unavailable, either in full or in part, due to such reductions, University may terminate the Purchase Order or reduce the consideration upon notice in writing to Supplier. Said notice shall be delivered by certified mail (return receipt requested) or in person (with proof of delivery). University shall be the final authority as to the availability of funds. The effective date of such Purchase Order, termination, or reduction in consideration shall be the actual effective date of the elimination or reduction of funding. In the event of a reduction in consideration, Supplier may cancel this Purchase Order as of the effective date of the proposed reduction upon the provision of advance written notice to University. Supplier shall be entitled to receive just and equitable compensation for any satisfactory work performed up to the date of the notice of termination. In the event of unavailability of funding, the University shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential, or other damages resulting therefrom.
- Force Majeure. In the event that either party is unable to perform any of its obligations under this Purchase Order or to enjoy its benefits for any reason outside of that party’s reasonable control, including, but not limited to, natural disaster, epidemic, pandemic or decrees of governmental bodies not the fault of the affected party (hereinafter referenced to as a "Force Majeure Event"), the party who has been so affected shall immediately give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Purchase Order shall be immediately suspended. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been so affected may, by giving written notice, terminate this Agreement with immediate effect. Without limiting the foregoing, Supplier understands and agrees that, for the purposes of this force majeure clause and the Purchase Order, University as an instrumentality of the State of Nebraska to which the legal and law enforcement jurisdiction, emergency management, and life/health safety responsibilities have been delegated, shall have the sole right to determine whether or not there exists an epidemic/pandemic situation that should either limit public access to University or the travel of individuals to or from University, and may suspend performance under this Purchase Order temporarily or terminate this Purchase Order in part or in its entirety.
- Copyright Warranty. Supplier warrants that the Deliverables sold, either alone or in combination with other materials, do not infringe upon or violate any patent, copyright trade secret, or any other proprietary right of any third party existing under laws of the United States or any foreign country. Supplier agrees to, at Supplier’s own expense, to defend any and all actions or suits alleging such infringements and will save University, its regents, officers, employees, agents and students harmless in cases of such infringement.
- Property Rights. University will possess all rights to any creations, inventions, trade secrets or other intellectual property and materials, including copyright or patents in the same, which arise out of, are prepared by, or are developed in the course of Supplier’s performance. Supplier and University acknowledge and agree that work created by Supplier in connection with its performance under this Purchase Order shall belong to University as "work- made-for-hire" as such term is defined under 17 U.S.C. § 201 (2001), as amended. In the event such works are not copyrightable subject matter or for any reason cannot legally be considered a work-made-for-hire, Supplier hereby assigns all right, title, and interest in and to work created by Supplier in connection with its performance under this Purchase Order to University and agrees to execute all documents required to evidence such assignment. University’s rights to any creations, inventions, other intellectual property and materials, including copyright, trade secrets, or patents in the same, which arise out of, are prepared by, or are developed in the course of Supplier’s performance under this Purchase Order shall be exclusive and Supplier will not use, license or permit such works to be used for any other purpose. Upon termination of this Purchase Order for any reason, University shall have the exclusive right, without further obligation to Supplier, throughout the world, in all languages, and in perpetuity to use the work created by Supplier in connection with its performance under this Purchase Order in any manner it deems appropriate, including, without limitation, editing, altering and revising such works. This provision shall survive the termination of this Purchase Order.
- Hazardous Material. No asbestos containing material (ACM) or other hazardous material shall be brought onto University property and/or incorporated into the work without the written consent of University. Any ACM or other hazardous material found at any time including after termination or expiration of this Purchase Order to have been brought onto University property or incorporated into work by the Supplier or its employees or agents shall be removed and disposed of in accordance with the then-current governmental regulatory standards. All costs associated with such for inspection, sampling, testing, removal and disposal shall be paid by Supplier. Additionally, Supplier warrants that all materials ordered herein which have been classified by the Department of Transportation as hazardous materials for the purposes of transportation will be packaged, marked, labeled, and shipped in accordance with the provisions of Title 49, Code of Federal Regulations, Parts 100 thru 199, as amended. Any hazardous waste generated from the performance of this Purchase Order shall be properly disposed of by Supplier, in a timely fashion, in accordance with applicable laws and regulations. The cost for hazardous waste management and disposal is Supplier’s responsibility.
Accessibility. University affords equal opportunity to individuals in its employment, services, programs and activities in accordance with federal and state laws, including Sections 504 and 508 of the Rehabilitation Act of 1973 and the Americans with Disabilities Act. This includes effective communication and access to information and communication technology (ICT) resources for individuals with disabilities. If applicable, Supplier acknowledges and warrants that its ICT shall at all times during the term of this Purchase Order conform to the W3C Web Content Accessibility Guidelines, version 2.1 (WCAG 2.1) at conformance level A and AA. If ICT does not fully conform to WCAG 2.1, A and AA, Supplier shall, prior to acceptance of this Purchase Order, advise University in writing of the nonconformance. Upon acceptance of this Purchase Order, Supplier will provide University a mutually agreed upon Supplier accessibility remediation plan (VARP) including a timeline under which Supplier shall achieve conformance.
If during the term of this Purchase Order, Supplier fails to maintain compliance with WCAG 2.1A and AA or University otherwise identifies an issue related to accessibility of the ICT that renders the application inaccessible to individuals with disabilities in any manner, University shall send Supplier a notice of non-compliance. Supplier agrees to meet with University within thirty (30) days from the date of receipt of the notice of non-compliance to develop a mutually agreed upon VARP including a timeline under which Supplier shall achieve conformance.
Should Supplier (1) fail to develop a mutually agreed upon VARP; (2) fail to achieve conformance as described in the VARP; (3) fail to acknowledge receipt of University’s notice of non-compliance; or (4) fail to meet with University upon receipt of the notice of non-compliance University in its sole discretion may consider these failures to be a material breach of this Purchase Order, and grounds for immediate termination of this Purchase Order. In the event University elects to terminate this Agreement it shall be entitled to a pro-rated refund of fees paid by University for the remainder of the term.
Technology Access Assurances. In accordance with Neb. Rev. Stat. § 73-205, the University is committed to ensuring that all information and communication technology (ICT), developed, leased, or owned by the University affords equivalent access to employees, program participants and members of the public with disabilities, as it affords to employees, program participants and members of the public who are not persons with disabilities.
By entering into this Purchase Order, Vendor understands and agrees that if Supplier is providing a product or service that contains ICT and such ICT is intended to be directly interacted with by the user or is public-facing, such ICT must provide equivalent access, or be modified during implementation to afford equivalent access, to employees, program participants, and members of the public who have and who do not have disabilities. Supplier may comply with this section by complying with Section 508 of the Rehabilitation Act of 1973, as amended, and its implementing standards adopted and promulgated by the U.S. Access Board.
ICT means information technology and other equipment, systems, technologies, or processes, for which the principal function is the creation, manipulation, storage, display, receipt, or transmission of electronic data and information, as well as any associated content. Supplier hereby agrees ICT includes computers and peripheral equipment, information kiosks and transaction machines, telecommunications equipment, customer premises equipment, multifunction office machines, software, applications, web sites, videos, and electronic documents. For the purposes of these assurances, ICT does not include ICT that is used exclusively by a Supplier.
- Data Privacy Laws. Supplier shall comply with all international, federal, state, and/or local data privacy laws, including, but not limited to, the European Union General Data Protection Regulation.
- Information Security Audits. If Supplier provides remote hosting (cloud computing) solutions to University, Supplier will, prior to acceptance of this Purchase Order and annually thereafter while such Purchase Order is effective (as well as promptly after any security breach), engage an independent CPA firm to conduct a review of controls over security, availability, processing integrity, confidentiality and privacy related to Supplier’s information technology system. Such review will be conducted at Supplier’s expense and in accordance with the AICPA’s Statements on Standards for Attestation Engagements No. 16 (“SSAE”) Service Organization Controls Type 1 or Type 2 report (SOC 1/SOC 2). Supplier will provide University with a copy of the SOC report within thirty (30) days of University’s request. If exceptions are noted in the SOC audit, Supplier will document a plan to promptly address such exceptions and will implement corrective measures within a reasonable period. Supplier will provide a copy or summary of the exception remediation plan within thirty (30) days of University’s request and keep University informed of progress and completion of corrective measures. If a SOC audit has not been conducted in the past twelve (12) months and Supplier is unable to provide associated SOC reports, at University’s request, Supplier will appoint a qualified CPA firm to conduct a SOC audit and shall provide University with a copy of each applicable SOC report at Supplier’s expense. To the extent the SOC reports provided to University do not satisfy University’s reporting or audit requirements, University may conduct its own audits at its expense.
- Confidentiality. "Confidential Information" shall mean any materials, written information, and data marked "Confidential" by University or non-written information and data disclosed by University that is identified at the time of disclosure to Supplier as confidential or is reasonably understood by Supplier to be confidential. Supplier agrees to protect and maintain Confidential Information in strict confidence for a period of three (3) years from the date of expiration or earlier termination of this Agreement and, upon request of University, return or destroy all materials containing such Confidential Information. Notwithstanding the foregoing, Supplier shall be entitled to retain archival copies of Confidential Information for legal, regulatory or compliance purposes. The obligations of this paragraph do not apply to information in the public domain or information that is independently known, obtained, or discovered by Supplier, or that is hereafter supplied to Supplier by a third party without restriction. If Supplier is compelled by law to disclose any Confidential Information, it shall provide University with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at University’s cost, if University wishes to contest the disclosure.
- Sponsored Project. If this Purchase Order is related to a subcontract under an externally funded sponsored project award, the applicable clauses of the award are incorporated herein.
Federal Flowdown Provisions for Federally Funded Grants (if applicable). The University has entered into an agreement with either the U.S. Government, or another entity who has itself entered into an agreement with the U.S. Government. That agreement requires that certain federal grant provisions be made a part of any subsequent Purchase Order issued by University related to furthering the performance or deliverables required under that agreement.
Where necessary to make the context of these provisions applicable to this Purchase Order, the term "contractor" shall mean "Supplier," the term "contract" shall mean "this Purchase Order," and the terms "Government," "contracting officer," and equivalent phrases shall mean "University." Supplier hereby agrees to flowdown the applicable clauses to its lower-tier subcontractors, and agrees that the clauses are in effect between it and University, as applicable.
- Copeland "Anti-Kickback" Act (18 U.S.C. 874 and 40 U.S.C. 276c). All contracts and subgrants in excess of $2,000 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 one 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 $2,000 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 $100,000 that involve the employment of mechanics or laborers shall 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 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 1/2 times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirement of 40 U.S.C. 3704 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 the 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. If a Federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.02(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.
- 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 $150,000 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).
- Access to Records (OMB Circular A-110, .48(d)). All negotiated contracts (except those for less than the small purchase threshold) awarded by recipients shall include a provision to the effect that the recipient, the Federal awarding agency, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers, and records of the contractor which are directly pertinent to a specific program for the purpose of making audits, examination, excerpts and transcriptions.
- 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 non-Federal award.
- Domestic Preference for Procurements. As appropriate and to the extent consistent with law, the University will, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this section, “produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States, and “manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
Revised May 2022