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Northern Arizona University Standard Terms and Conditions

These Terms and Conditions (“T&C”) apply to the following (collectively, the “PO”): written offers, purchase orders, and other documents issued by the Arizona Board of Regents (“ABOR”) for and on behalf of Northern Arizona University (“NAU”) to a supplier (“Supplier”) for furnishing equipment, materials, or supplies (“Goods”) and/or services (“Services”) to NAU (the “Goods/Services”). These T&Cs together with the PO, any other written agreements signed by both parties, and any other documents incorporated by reference therein or herein will constitute the “Agreement” and represents the entire understanding and agreement of the parties with regard to its subject matter. No prior verbal, written, or contemporaneous agreement or understanding will be effective. Any terms not defined in these T&Cs will have the meanings set forth in the Agreement.

Offer and Acceptance. The PO is subject to cancellation by NAU at any time prior to acceptance by Supplier. Supplier accepts all of the Agreement’s terms and conditions, without qualification, upon the sooner of the following: 1) any written acceptance by Supplier; or 2) shipment, delivery, or performance of all or any of the Goods/Services. Any term or condition in any invoice, offer, or other document issued by Supplier that modifies, adds to, or changes these T&Cs or the PO is rejected, and will not be part of the Agreement unless agreed by NAU in writing.
Order of Precedence. In the event of an inconsistency or conflict between or among the provisions of the Agreement, the inconsistency will be resolved by giving precedence in the following order: i) the PO; ii) these T&Cs; and iii) any other agreement or document signed by the parties.
Modifications. Any modification to the PO, including changes to quantity, price, terms of payment, delivery terms, specifications, etc. must be in an updated PO signed by the parties. If a delivery must differ from the PO, do not ship, deliver, or perform the Goods/Services and instead contact the appropriate NAU Buyer.
Term and Termination.
1. The Term of the Agreement is as stated in the Agreement. If the Agreement is silent as to the Term, the Term will extend from the date of acceptance of the Agreement by Supplier to the final delivery, acceptance, and payment of the Goods/Services. The Term will not exceed five (5) years. Following the initial Term, the Agreement may be extended by mutual written agreement.
2. NAU may terminate the Agreement, with or without cause, upon thirty (30) days written notice to Supplier. Upon termination, Supplier will refund to NAU all prepaid amounts for Goods/Services not delivered or performed. If the Agreement is terminated pursuant to this section, NAU will pay Supplier, as full compensation under the Agreement: (1) the portion of Goods/Services delivered or performed and accepted prior to the termination based on the unit prices in the Agreement, or, if no unit prices are provided, the pro rata amount of the total order price based on the amount delivered or performed; and (2) a reasonable amount, not otherwise recoverable from other sources by Supplier, and as approved by NAU, with respect to the undelivered, unperformed, or unacceptable portion of the Good/Services. In no event will compensation paid previously under the Agreement together with compensation paid under this section exceed the total PO or Agreement price.
3. NAU may terminate the Agreement, in whole or in part, including pursuing all remedies afforded by law or in equity, if Supplier defaults on any of its obligations in the Agreement and fails to cure such default within seven (7) days after receiving notice of default from NAU. In the event of such a default, NAU may procure the Goods/Services from other sources and Supplier will be liable to NAU for any excess costs NAU incurs.
4. NAU may terminate the Agreement at any time if Supplier files a petition in bankruptcy, or is adjudicated bankrupt; or if a petition in bankruptcy is filed against Supplier and not discharged within thirty (30) days; or if Supplier becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law; or if a receiver is appointed for Supplier or its business.
Prices. All Prices will be as listed in the PO or, if not listed in the PO, will be as otherwise set forth in the Agreement. Unless otherwise specified in the Agreement: 1) all prices are in US Dollars; 2) prices include any cost for shipping, packaging, shipping insurance, and handling; and 3) prices will include any travel, labor, interest, import/export fees, and other costs associated with providing the Goods/Services.
Settlement Method and Terms. Payment will be subject to the provisions of Title 35 of the Arizona Revised Statutes (“ARS”), as amended from time to time, relating to time and manner of submission of claims. NAU’s obligation will be payable only and solely from funds appropriated for the purpose of the Agreement. After delivery and acceptance of the Goods/Services, Supplier will submit an acceptable invoice to NAU. Invoices must be itemized, reference the Agreement or PO number, and include sufficient detail to document the invoiced amount. NAU will pay Supplier for the Goods/Services delivered and accepted net thirty (30) days after receipt by NAU of an invoice meeting the requirements of this section.
Taxes. Unless otherwise specified in the Agreement, prices will include all taxes and fees, including, without limitation, sales, use, or excise taxes, import duties, value added taxes, permit fees, license fees, or similar charges (“Taxes”). Taxes do not include NAU or Supplier income taxes or taxes related to NAU’s or Supplier’s employees.
Inspection. Supplier will supply the Goods/Services to NAU exactly as specified in the Agreement. The Goods/Services will meet the highest and best industry standards. NAU will have the right to inspect any Goods/Services prior to and upon a reasonable amount of time after delivery. If NAU determines that any Goods/Services are incomplete, defective, or not in compliance with the specifications or other requirements of the Agreement, NAU may reject such Goods/Services.
Warranties. In addition to any implied warranties, Supplier warrants to NAU that: 1) the Goods/Services will be free from any defects in design, workmanship, materials, or labor; 2) all of the Services will be performed in a professional and workmanlike manner and in conformity with highest and best industry standards by persons reasonably suited by skill, training and experience for the type of services they are assigned to perform; 3) Supplier will comply, and will be responsible for ensuring Supplier Parties, as defined below, comply with all applicable laws, rules, and regulations in the performance of the Agreement; 4) Supplier owns or has sufficient rights in the Goods/Services and that they do not infringe upon or violate any Intellectual Property, as defined below, of any third parties, and are free and clear of any liens or encumbrances; 5) any data, code, or software developed or delivered by Supplier to NAU will not contain any viruses, worms, Trojan Horses, or other disabling devices or code; 6) any sensitive data and Personally Identifiable Information (“PII”), as those terms may be defined in applicable laws provided by Supplier to NAU was obtained legally and Supplier has obtained all requisite permissions from the individuals whose PII is being provided for (a) Supplier to provide the PII to NAU, and (b) NAU to use the PII for the purposes and in the jurisdictions set forth in the Agreement; 7) the prices of Goods/Services in the Agreement are the lowest prices at which these or similar goods or services are sold by the Supplier to similar customers. In the event of any price reduction between execution of the Agreement and delivery of the Goods/Services, NAU shall be entitled to such reduction, and 8) all Goods/Services delivered by Supplier will conform to the specifications, drawings, and descriptions set forth in the Agreement, and to the samples furnished by the Supplier, if any. In the event of a conflict among the specifications, drawings, and description, the specifications will govern.
Indemnification. Supplier will indemnify, defend, save and hold harmless the State of Arizona, its departments, agencies, boards, commissions, universities, and its and their officials, agents and employees (collectively, “Indemnitee”) for, from, and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation, and litigation) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property to the extent caused, or alleged to be caused, by (i) the negligent or willful acts or omissions of Supplier, or any of its owners, officers, directors, members, managers, agents, employees, contractors or subcontractors (the “Supplier Parties”); (ii) a breach of the Agreement; or (iii) failure to comply with any applicable law, rule, or regulation. Supplier will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable.
Responsibility. Supplier is responsible for the negligent or willful acts or omissions of its own employees and contractors when acting under Supplier’s direction and supervision. NAU recognizes an obligation to pay attorneys’ fees or costs only when assessed by a court of competent jurisdiction. Notwithstanding the terms of the Agreement or any other document: (i) NAU is not responsible for any actions of any third parties, including its students; and (ii) no person may bind NAU unless such person is an authorized signatory as defined in NAU’s Purchasing Policy PUR 202-00.
Intellectual Property Ownership. All Intellectual Property (as defined below) that Supplier or any of the Supplier Parties make, conceive, discover, develop or create, either solely or jointly with any other person or persons including NAU, specifically for or at the request of NAU in connection with the Agreement (“Contract IP”), will be owned by NAU. To the extent any Contract IP is not considered work made for hire for NAU (or if ownership of all rights therein does not otherwise vest exclusively in NAU), Supplier hereby irrevocably assigns, and will cause the Supplier Parties to so assign, without further consideration, to NAU all right, title and interest in and to all Contract IP, including all copyright rights of ownership. Intellectual Property means all NAU Data, as defined below, any and all inventions, designs, original works of authorship, formulas, processes, compositions, programs, databases, data, technologies, discoveries, ideas, writings, improvements, procedures, techniques, know-how, and all patent, trademark, service mark, trade secret, copyright and other intellectual property rights (and goodwill) relating to the foregoing. Supplier will make full and prompt disclosure of the Contract IP to NAU. Supplier will, and will cause the Supplier Parties, as and when requested by NAU, do such acts, and sign such instruments to vest in NAU the entire right, title and interest to the Contract IP, and to enable NAU to prepare, file, and prosecute applications for, and to obtain patents and/or copyrights on, the Contract IP, and, at NAU’s expense, to cooperate with NAU in the protection and/or defense of the Contract IP.
Supplier’s Intellectual Property. Supplier will retain ownership of its pre-existing Intellectual Property, including any that may be incorporated into the Contract IP, provided that Supplier informs NAU in writing before incorporating any pre-existing Intellectual Property into any Contract IP. Supplier hereby grants to NAU a perpetual, irrevocable, royalty-free, worldwide right and license (with the right to sublicense), to freely use, make, have made, reproduce, disseminate, display, perform, and create derivative works based on such pre-existing Intellectual Property as may be incorporated into the Contract IP or otherwise provided to NAU in the course of performing under the Agreement.
Data Use, Ownership, and Privacy. The terms of this section apply if Supplier receives, has access to, stores, or analyzes any NAU Data (as defined below). As between the parties, NAU will own, or retain all rights in, all data and information that NAU provides to Supplier, as well as all data and information managed by Supplier on behalf of NAU, including all output, reports, analyses, and other materials relating to, derived from, or generated pursuant to the Agreement, even if generated by Supplier, as well as all data obtained or extracted through NAU’s or Supplier’s use of such data or information (collectively, “NAU Data”). NAU Data also includes all data and information provided directly to Supplier by NAU students and employees, and includes personal data, metadata, and user content.
NAU Data will be NAU’s Intellectual Property and Supplier will treat it as NAU Confidential Information (as defined below). Supplier will not use, access, disclose, or license, or provide to third parties, any NAU Data, except: (i) to fulfill Supplier’s obligations to NAU hereunder; or (ii) as authorized in writing by NAU. Without limitation, Supplier will not use any NAU Data, whether or not aggregated or de-identified, for product development, marketing, profiling, benchmarking, or product demonstrations, without, in each case, NAU’s prior written consent. Supplier will not, directly or indirectly: (x) attempt to re-identify or de- aggregate de-identified or aggregated information; or (y) transfer de-identified and/or aggregated information to any third party unless that third party agrees not to attempt re-identification and/or de-aggregation. For NAU Data to be considered de-identified, all direct and indirect personal identifiers must be removed, including names, identification numbers, dates of birth, demographic information, location information, and school information. Upon request by NAU, Supplier will deliver, destroy, and/or make available to NAU, any or all NAU Data.
Notwithstanding the foregoing, if the Agreement allows Supplier to provide aggregated and de-identified data to third parties, then Supplier may provide such data solely to the extent allowed in the Agreement, and, unless otherwise stated herein, only if such data is aggregated with similar data of others (i.e. is not identified as NAU, ABOR, or Arizona-specific).
Nondisclosure and Trade Secrets. Supplier may receive (or has received) from NAU and otherwise be exposed to confidential and/or proprietary information or otherwise required by law to be kept in confidence, relating to student information, personnel records, scripts, integration/interface processes with other systems, business practices, strategies, software, remote application access and other computer information licensed to NAU, technologies, NAU Data, proprietary information about various business that perform work on NAU’s behalf, payroll and other financial information, and work product of NAU’s employees and agent as well as confidential information of NAU necessary to perform and/or provide the Goods/Services (collectively, NAU Confidential Information). NAU Confidential Information may include, but is not limited to, confidential and proprietary information provided to Supplier with the legend “NAU Confidential and Proprietary,” or other designations of confidentiality. As between Supplier and NAU, the NAU Confidential Information is the sole, exclusive, and valuable property of NAU. Accordingly, Supplier will not reproduce or otherwise use any of the NAU Confidential Information except in the performance or provision of the Goods/Services, and will not disclose any of the NAU Confidential Information in any form to any third party, either during or after the Term, except with NAU’s prior written consent. Supplier agrees to hold all NAU Confidential Information at all times in trust and strictest confidence for NAU from and after the date of its creation or disclosure to Supplier. Supplier shall prevent the impermissible release of NAU Confidential Information. Supplier shall not duplicate or disclose or otherwise reveal NAU Confidential Information in any manner inconsistent with this Agreement. Supplier shall cause any subcontractors and other third parties hired by Supplier and working under this Agreement who may have a need to access NAU Confidential Information, to abide by the nondisclosure provisions of this Agreement.
The parties shall comply with all applicable local, state, federal, and foreign confidentiality and privacy laws and regulations, including but not limited to FERPA and HIPAA. Nothing in this Agreement shall require or be construed to require either party to violate such provisions of law or subject either party to liability or render such party to breach this Agreement for adhering to such provision of law. NAU Confidential Information may also include but is not limited to personally identifiable information, such as financial, employment, health, student information or police records. Supplier shall be liable for any damages arising from breach of any local, state, or federal confidentiality or privacy laws related to Supplier’s performance under this Agreement. Supplier shall indemnify and hold harmless NAU from any and all claims, actions, liabilities, damages, losses arising from Services performed under this Agreement.Any violation by Supplier of any provision under this section shall constitute a material breach of this Agreement, and as such NAU reserves the right to terminate this Agreement immediately without penalty and pursue any remedies allowed by law to prevent or remedy a breach by Supplier of the Supplier’s obligations under this section to include injunctive relief without positing bond.Upon termination of the Agreement, Supplier will cease using, and will return to NAU, all originals and all copies of the NAU Confidential Information, in all forms and media, in Supplier’s possession or under Supplier’s control. In addition, Supplier will not disclose or otherwise make available to NAU any confidential information of Supplier or received by Supplier from any third party.Supplier will have no obligation to maintain as confidential NAU Confidential Information (other than NAU Data) that Supplier can show: (i) was already lawfully in the possession of or known by Supplier before receipt from NAU; (ii) is or becomes generally known in the industry through no violation of the Agreement or any other agreement between the parties; (iii) is lawfully received by Supplier from a third party without restriction on disclosure or use; (iv) is required to be disclosed by court order following notice to NAU sufficient to allow NAU to contest such order; or (v) is approved in writing by NAU for release or other use by Supplier.
Information Security. The terms of this section apply if: 1) NAU is purchasing or leasing software, or processing a software renewal; 2) Supplier is creating any code for NAU; 3) Supplier receives, stores, or analyzes NAU Data (including if the data is not online); OR 4) Supplier is hosting, or managing by infrastructure outside of NAU, including any cloud-based systems, NAU Data.
All systems containing NAU Data must be designed, managed, and operated in accordance with information security best practices and in compliance with all applicable laws, rules, and regulations. To diminish information security threats, Supplier will (either directly or through its third party service providers) meet the following requirements:
1. Access Control. Control access to NAU’s resources, including sensitive NAU Data, limiting access to legitimate business need based on an individual’s job-related assignment. Supplier will, or will cause the system administrator to, approve and track access to ensure proper usage and accountability, and Supplier will make such information available to NAU for review, upon NAU’s request.
2. Incident Reporting. Report information security incidents immediately to NAU (including those that involve information disclosure incidents, unauthorized disclosure of NAU Data, network intrusions, successful virus attacks, unauthorized access or modifications, and threats and vulnerabilities).
3. Off-Shore. Direct Services that may involve access to secure or sensitive NAU Data or personal client data or development or modification of software for NAU, will be performed within the borders of the United States. Unless stated otherwise in the Agreement, this requirement does not apply to indirect or “overhead” services, redundant back-up services or services that are incidental to the performance of the Agreement. This provision applies to work performed by subcontractors at all tiers and to all NAU Data.
4. Patch Management. Carry out updates and patch management for all systems and devices in a timely manner and to the satisfaction of NAU. Updates and patch management must be deployed using an auditable process that can be reviewed by NAU upon NAU’s request.
5. Encryption. All systems and devices that store, process or transmit sensitive NAU Data must use an industry standard encryption protocol for data in transit and at rest.
6. Notifications. Notify NAU immediately if Supplier receives any kind of subpoena for or involving NAU Data, if any third party requests NAU Data, or if Supplier has a change in the location or transmission of NAU Data. All notifications to NAU required in this Information Security paragraph will be sent to NAU Information Security at its-soc@nau.edu, in addition to any other notice addresses in the Agreement.
7. Security Reviews. Complete Service Organization Control 2 (“SOC2”) Type II or substantially equivalent reviews in accordance with industry standards, which reviews are subject to review by NAU upon NAU’s request. Currently, no more than two reviews per year are required.
8. Scanning and Penetration Tests. Perform periodic scans, including penetration tests, for unauthorized applications, services, code and system vulnerabilities on the networks and systems included in the Agreement in accordance with industry standards and NAU standards (as documented in NIST 800-115) or equivalent. All web-based applications (e.g. HTTP/HTTPS accessible URLs, APIs, and web services) are required to have their own web application security scan and remediation plan. Supplier must correct weaknesses within a reasonable period of time, and Supplier must provide proof of testing to NAU upon NAU’s request.
9. NAU Rights. NAU reserves the right (either directly or through third party service providers) to scan and/or penetration-test any purchased and/or leased software regardless of where it resides.
10. Secure Development. Use secure development and coding standards including secure change management procedures in accordance with industry standards. Perform penetration testing and/or scanning prior to releasing new software versions. Supplier will provide internal standards and procedures to NAU for review upon NAU request.
End User Licenses. The terms of this section apply if the Goods/Services include software or other computer programs or applications that require acceptance of a clickwrap, click-through, end user license, or other similar agreement (“End User Agreement”) prior to the use of the software. If Supplier requires NAU’s individual users to accept an End User Agreement, the terms of the End User Agreement that conflict or are inconsistent, with the terms of the Agreement or NAU’s Privacy Policy will be null and void.
Background Checks. Supplier will exclude from any direct participation in Supplier’s performance under the Agreement, any unqualified persons. In addition, Supplier will, at Supplier’s expense, conduct reference checks and employment, education, social security number trace, National Sex Offender Registry, and criminal history record checks (collectively referred to hereafter as “Screenings”) on any person(s) employed or contracted by Supplier to perform work under the Agreement on any property used, owned, or leased by NAU. As a result of such Screenings, Supplier shall remove any person(s) that pose or may pose a risk to NAU from performing work under the Agreement.
Payment Card Industry Data Security Standard. The terms of this section apply if Supplier is processing credit or debit card transactions as part of the Agreement. For e-commerce business and/or payment card transactions, Supplier will comply with the requirements and terms of the rules of all applicable Payment Card Industry (“PCI”) associations or organizations, as amended from time to time (PCI Security Standards), and be solely responsible for security and maintaining confidentiality of payment card transactions processed by means of electronic commerce up to the point of receipt of such transactions by a qualified financial institution.
Supplier will, at all times during the Term, be in compliance with the then current standard for Payment Card Industry Data Security Standard (“PCI DSS”), Payment Application Data Security Standard (“PA-DSS”) for software, and Project Identification Number (“PIN”) Transaction Security (“PCI PTS”) for hardware. Supplier will provide attestation of compliance to NAU annually by delivering to NAU current copies of the following: (i) Supplier’s “Attestation of Compliance for Onsite Assessments – Service Providers;” (ii) an attestation that all NAU locations are being processed and secured in the same manner as those in Supplier’s “PCI Report on Compliance;” and (iii) a copy of Supplier’s PCI Report on Compliance cover letter. Supplier will notify NAU immediately if Supplier becomes non-compliant, and of the occurrence of any security incidents (including information disclosure incidents, network intrusions, successful virus attacks, unauthorized access or modifications, and threats and vulnerabilities).
Supplier’s services must include the following:
1. Supplier maintains its own network operating on its own dedicated infrastructure. Supplier’s network includes a firewall that (i) includes access control rules that separate Supplier’s PCI network from NAU, and (ii) restricts any communication between Supplier’s network devices and NAU systems.
2. Supplier treats the NAU network as an untrusted network and no unencrypted cardholder data traverses or otherwise is stored on NAU’s network, and NAU has no ability to decrypt cardholder data.
3. All devices must be SRED (Secure Reading and Exchange of Data), EMV (Europay, MasterCard, and VISA) and PTS (PIN Transaction Security) POI (Point of Interaction) compliant.
Americans with Disabilities Act and Rehabilitation Act. To the extent appropriate, Supplier will comply with all applicable provisions of the Americans with Disabilities Act (“ADA”) in a manner consistent with the Web Accessibility Initiative Web Content Accessibility 2.1AA Guidelines (WCAG), the Rehabilitation Act of 1973, and all applicable federal regulations, as amended from time to time (“ADA Laws”). All electronic and information technology and products and services to be used by NAU faculty/staff, students, program participants, or other NAU constituencies must be compliant with ADA Laws. Compliance means that a disabled person can acquire the same information, engage in the same interactions, and enjoy the same services as a nondisabled person, in an equally effective and integrated manner, with substantially equivalent ease of use.
Foreign Corrupt Practices Act/UK Bribery Act/ Local Anti-corruption Law Compliance. Supplier warrants it is familiar with the United States (“US”) laws prohibiting corruption and bribery under the U.S. Foreign Corrupt Practices Act and the United Kingdom (“UK”) laws prohibiting corruption and bribery under the UK Bribery Act. In connection with Supplier’s work under the Agreement, Supplier will not offer or provide money or anything of value to any governmental official or employee or any candidate for political office in order to influence their actions or decisions, to obtain or retain business arrangements, or to secure favorable treatment in violation of the Foreign Corrupt Practices Act, the UK Bribery Act, or any other local anti-corruption law, either directly or indirectly. Any breach of the US Foreign Corrupt Practices Act, the UK Bribery Act, or other local anti-corruption law, will be a material breach of the Agreement.
Export Controls. If any of the Goods/Services are export-controlled under the US Export Administration Regulations, US International Traffic in Arms Regulations, or through the sanctions and embargoes established through the Office of Foreign Assets Control (collectively, the “Export Control Laws”), Supplier will provide NAU with written notification that identifies the export-controlled Goods/Services and such Goods/Services export classification. None of the work undertaken pursuant to the Agreement will require either party to take or fail to take any action that would cause a violation of any of the Export Control Laws. The parties will cooperate to facilitate compliance with applicable requirements of the Export Control Laws.
Assignment. Supplier may not transfer or assign the Agreement or any of Supplier’s rights or obligations thereunder, either directly or indirectly, or by operation of law, without NAU’s prior written consent, and any attempt to the contrary will be void.
Governing Law and Venue. The Agreement will be governed exclusively by the laws of the State of Arizona without regard to any conflicts of laws principles. NAU’s obligations hereunder are subject to the regulations/policies of ABOR. Any proceeding arising out of or relating to the Agreement will be conducted in Maricopa County, Arizona. Each party consents to such jurisdiction, and waives any objection it may now or hereafter have to venue or to convenience of forum.
Packaging. Supplier will package the Goods in accordance with good commercial practice. Each shipping container will be clearly and permanently marked as follows: (i) Supplier’s name and address; (ii) NAU’s name, address, and purchase order number; (iii) container number and total number of containers, e.g., box 1 of 4 boxes; and (iv) the number of the container bearing the packing slip. Supplier will bear cost of packaging unless otherwise provided.
Shipment Under Reservation Prohibited. Supplier will not ship the Goods under reservation and no tender of a bill of lading will operate as a tender of the Goods.
Title and Risk of Loss. The title and risk of loss of the Goods will not pass to NAU until the Goods are delivered, received, and the contract of coverage has been completed. All risk of transportation and all related charges will be the responsibility of Supplier. Supplier will insure and file all claims for visible and concealed damage. NAU will notify Supplier promptly of any damaged Goods and will assist Supplier in arranging for inspection. Notice of rejection may be made to Supplier at any time within 1 month after delivery to NAU.
No Replacement of Defective Tender. Every tender of Goods will fully comply with all provisions of the Agreement as to time of delivery, quantity, quality, and the like. If a tender is made that does not fully conform, this will constitute a breach and Supplier will not have the right to substitute a conforming tender.
Force Majeure. Neither party will be held responsible for any losses resulting if the fulfillment of any terms or provisions of this Agreement are delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence, the party is unable to prevent(“force majeure event”), including but not limited to acts of God, war, civil disturbance, terrorism, disaster, fire, earthquake, hurricanes, known or suspected threats of illness, epidemics, pandemics, or government regulations. The party impacted by the force majeure will take commercially practicable actions to mitigate the impact of the force majeure. This Agreement may be terminated without further obligation or penalty, including cancellation fees or liquidated damages, of either party upon written notice from the affected party to the other party of such force majeure event.
Business Continuity Plan. If requested by NAU, Supplier will provide to NAU, within thirty (30) days after such request, a comprehensive plan for continuing the performance of its obligations during a Public or Institutional Emergency (the “Business Continuity Plan”). The Business Continuity Plan, at a minimum, will address the following: 1) identification of response personnel by name; 2) key succession and performance responses in the event of sudden and significant decrease in workforce; and 3) contingency plans for the Supplier to continue the performance of its obligations under the Agreement, despite the emergency. In the event of a Public or Institutional Emergency, Supplier will implement the applicable actions set forth in the Business Continuity Plan and will make other commercially practicable efforts to mitigate the impact of the event. For clarification of intent, being obliged to implement the plan is not of itself an occurrence of force majeure, and Supplier will not be entitled to any additional compensation or extension of time by virtue of having to implement it, unless otherwise agreed to by NAU in writing. A Public or Institutional Emergency will mean a natural or manmade event that creates a substantial risk to the public, that causes or threatens death or injury to the general public, or that causes a significant disruption to the day-to-day business operations of NAU.
Gratuities. Supplier will not give or offer any gratuities, in the form of entertainment, gifts or otherwise, or use an agent or representative of Supplier to give or offer a gratuity, to any officer or employee of the State of Arizona with a view toward securing an agreement or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such Agreement. If NAU determines that Supplier has violated this section, NAU may, by written notice to Supplier, cancel the Agreement. If the Agreement is canceled by NAU pursuant to this section, NAU will be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the costs incurred by Supplier in providing gratuities.
Modifications. The Agreement may be modified only by a written instrument signed by both parties and their duly authorized agents.
Interpretation-Parol Evidence. The Agreement is intended by the parties as a final expression of the parties’ agreement and is intended to be a complete and exclusive statement of the terms of said Agreement. No course of prior dealings between the parties and no usage of the trade will be relevant to supplement or explain any term used in the Agreement. Acceptance or acquiescence in a course of performance rendered under the Agreement will not be relevant to determine the meaning of the Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code is used in the Agreement, the definition contained in the Code, as adopted by the state of Arizona, will control.
No Waiver. No waiver by NAU of any breach of the provisions of the Agreement by Supplier will be construed to be a waiver of any future breach or bar NAU’s right to insist on strict performance of the Agreement.
Labor Disputes. Supplier will give prompt notice to NAU of any actual or potential labor dispute that delays or may delay performance of the Agreement.
Assignment of Anti-Trust Overcharge Claims. In actual economic practice, overcharges resulting from anti-trust violations are borne by the ultimate purchaser. Therefore, Supplier hereby assigns to NAU any and all claims for such overcharges.
Sales and Use Tax. Supplier will comply, and require all of the Supplier Parties to comply, with all applicable state and sales excise tax laws and compensation use tax laws and all amendments to same. Supplier will indemnify, defend, and hold harmless NAU, for, from, and against any and all claims and demands made against NAU by virtue of the failure of Supplier or any subcontractor to comply with the provisions of any or all tax laws and amendments. NAU is not exempt from state sales excise tax and compensation use tax.
Rights to Inventions Made Under an Agreement or Agreement. Agreements for the performance of experimental, developmental, or research work will provide for the rights of the United States government and the recipient in any resulting invention, in accordance with US Government Publishing Office Code (“GPO”) 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.
Parking. Supplier will obtain all parking permits and/or decals required while performing any work on NAU premises. If needed, Supplier should contact NAU Parking and Shuttle Services at (928) 523-6623.
Campus Deliveries and Access. Supplier will familiarize itself with NAU parking, campus delivery options, and loading zones. Not all campus buildings are directly accessible and some require Supplier to unload at lots or loading areas that may not be adjacent to the delivery or work location. As a result, Supplier must then transport Goods by using electric style golf carts, dolly, or other manual device across pedestrian pathways. For details about parking permits, Supplier permits, and loading zones contact NAU Parking and Shuttle Services at (928) 523-6623.
Health Insurance Portability and Accountability Act. To the extent applicable, Supplier will abide by all laws and regulations that protect the privacy of healthcare information to which Supplier obtains access under the Agreement. Certain portions of the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as codified in the GPO 42 U.S.C. §1320d through d-8, and the federal privacy regulations as contained in 45 CFR Part 164 may apply to Supplier and NAU, and the parties’ relationships and operation under the Agreement. If necessary, Supplier and NAU will enter into a standard Business Associate Agreement, and any other required HIPAA agreements. To the extent the terms thereof relate to Supplier’s performance under the Agreement, the provisions of the Business Associate Agreement will control.
Liens. All Goods/Services delivered and performed under the Agreement will be free of all liens and, if NAU requests, Supplier will deliver to NAU a formal release of all liens.
Performance and Payment Bonds. At the request of NAU, Supplier will provide and pay for performance and payment bonds. Bonds will cover the faithful performance (100%) of the Agreement and the payment of all obligations (100%) thereunder, in such form as NAU may prescribe. Supplier will deliver the required bonds to NAU not later than the date of executing the Agreement. Supplier will require the attorney in fact who executes the required bonds on behalf of surety to affix thereto a certified and current copy of his/her power of attorney indicating the monetary limit of such power. Surety will be a company licensed to do business in the State of Arizona and will be acceptable to NAU. Supplier will increase the bond amount to include any change order, at 100% of the total value amount of each change order.
Price Adjustment. NAU normally considers price changes at the end of one agreement period and before the beginning of another. Price change requests will be supported by evidence of increased costs to Supplier. NAU will not approve price increases that will merely increase gross profitability of Supplier at the expense of NAU. Price change requests will be a factor in the Agreement extension review process. NAU will determine whether any requested price increase or an alternate option is in the best interest of NAU. Any price adjustment to the Agreement will require an updated PO.
Academic Freedom and Accreditation. NAU will maintain ultimate authority over all curriculum. Nothing in the Agreement will limit NAU’s academic freedom or require NAU to violate any of the policies, standards, and requirements of ABOR or any accrediting entities.
Essence of Time. Time will be of the essence as to matters contemplated by the Agreement.
Non-Discrimination. The parties will comply with all applicable laws, rules, regulations, and executive orders governing equal employment opportunity, immigration, nondiscrimination, including the Americans with Disabilities Act, and affirmative action. If applicable, the parties will abide by the requirements of GPO 41 CFR §60- 1.4(a), 41 CFR §60-300.5(a) and 41 CFR §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 or national origin. 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, national origin, protected veteran status or disability.
Conflict of Interest. If within three (3) years after the execution of the Agreement, Supplier hires as an employee or agent any NAU representative who was significantly involved in negotiating, securing, drafting, or creating the Agreement, then NAU may cancel the Agreement as provided in ARS §38-511.
Arbitration. The parties agree to arbitrate disputes filed in Arizona Superior Court that are subject to mandatory arbitration pursuant to ARS §12-133.
Dispute Resolution. If a dispute arises under the Agreement, the parties will exhaust all applicable administrative remedies provided for under ABOR policy §3-809.
Records. To the extent required by ARS §35-214, Supplier will retain all records relating to the Agreement. Supplier will make those records available at all reasonable times for inspection and audit by NAU or the Auditor General of the State of Arizona during the term of the Agreement and for five (5) years after the completion of the Agreement. The records will be provided at NAU in Flagstaff, Arizona, or another location designated by NAU on reasonable notice to Supplier.
Failure of Legislature to Appropriate. In accordance with ARS §35-154 and §41-2546, if NAU’s performance under the Agreement depends on the appropriation of funds by the Arizona Legislature, and if the Legislature fails to appropriate the funds necessary for performance, then NAU may provide written notice of this to Supplier and cancel the Agreement without further obligation of NAU. Appropriation is a legislative act and is beyond the control of NAU.
Weapons, Explosives, Pyrotechnics, and Fireworks. Suppliers acknowledge awareness of and shall comply with NAU’s Weapons on Campus policy and Fire Safety policy.
Arizona Public Records Laws. NAU, as a public institution, is subject to ARS §§39-121 to 39-127 regarding public records. Any provision regarding confidentiality is limited to the extent necessary to comply with Arizona law.
Indemnification and Liability Limitations. Because NAU is a public institution, any indemnification, liability limitation, releases, or hold harmless provisions are limited as required by Arizona law, including Article 9, Sections 5 and 7 of the Arizona Constitution and ARS §§35-154 and 41-621. NAU’s liability under any claim for indemnification is limited to claims for property damage, personal injury, or death to the extent caused by acts or omissions of NAU.
Advertising, Publicity, Names and Marks. Supplier will not do any of the following, without, in each case, obtaining NAU’s prior written consent from its Marketing Department: (i) use any names, service marks, trademarks, trade names, logos, or other identifying names, domain names, or identifying marks of NAU (“NAU Marks”), including online, advertising, or promotional purposes; (ii) issue a press release or public statement regarding the Agreement; or (iii) represent or imply any NAU endorsement or support of any product or service in any public or private communication. Any permitted use of NAU Marks must comply with NAU’s requirements, including using the ® indication of a registered mark. Prior to any use of an NAU Mark by Supplier or its affiliates or successors or assigns, the Supplier will comply with NAU’s Licensing Policy http://nau.edu/licensing.
Privacy; Educational Records. Student educational records are protected by the U.S. Family Educational Rights and Privacy Act, 20 U.S.C. §1232g and its implementing regulations (“FERPA”). Supplier will not require any NAU students or employees to waive any privacy rights (including FERPA or the European Union’s General Data Protection Regulation (“GDPR”)) as a condition for receipt of any educational services, and any attempt to do so will be void. Supplier will comply with FERPA and will not access or make any disclosures of student educational records to third parties without prior notice to and consent from NAU or as otherwise provided by law. If the Agreement contains a scope of work or other provision that requires or permits Supplier to access or release any student records, then, for purposes of the Agreement only, NAU designates Supplier as a “school official” for NAU under FERPA, as that term is used in FERPA. In addition, any access or disclosures of student educational records made by Supplier or any Supplier Parties must comply with NAU’s definition of legitimate educational purpose which can be found here. If Supplier violates the terms of this section, Supplier will immediately provide notice of the violation to NAU.
Data Protection. All capitalized terms in this section not otherwise defined in the Agreement are defined in the GDPR. Supplier will ensure that all services undertaken pursuant to the Agreement are performed in compliance with applicable privacy and data protection laws, rules, and regulations. If Supplier will serve as a Processor of NAU Data that includes Personal Data of Data Subjects who reside in the European Union, Supplier will cooperate with NAU to comply with the GDPR with respect to such Personal Data and Data Subjects. This includes ensuring that all Data Subjects have signed appropriate Consents, and signing and complying with all documents and agreements reasonably requested by NAU, including any data processing agreements.
Authorized Presence Requirements. As required by ARS §41-4401, NAU is prohibited from awarding a contract to any contractor or subcontractor that fails to comply with ARS §23-214(A) (verification of employee eligibility through the e-verify program). Supplier warrants that it and its subcontractors comply fully with all applicable immigration laws, rules, and regulations that relate to their employees and their compliance with ARS §23-214(A). A breach of this warranty will be a material breach of the Agreement that is subject to penalties up to and including termination of the Agreement. NAU retains the legal right to inspect the papers of any contractor or subcontractor employee who works hereunder to ensure that the contractor or subcontractor is complying with the above warranty.
Small Business. If subcontracting (Tier 2 and higher) is necessary, Supplier will make commercially reasonable efforts to use Small Business (“SB”) and Small Diverse Business (“SDB”) in the performance of the Goods/Services. NAU may request a report at each annual anniversary date and at the completion of the Agreement indicating the extent of SB and SDB participation.
Tobacco Free. NAU is tobacco-free. This includes, but is not limited to, the use of cigarettes, e-cigarettes, hookah, e-hookah, chew, dip, snuff, cigars, pipes, and vaporizers. For details refer to NAU’s Tobacco-Free Campus policy.
Title IX Obligation. Title IX protects individuals from discrimination based on sex, including sexual harassment. NAU fosters a learning and working environment built on respect and free of sexual harassment. NAU’s Title IX Guidance is available online. Supplier will: (i) comply with NAU’s Title IX Guidance; (ii) provide NAU’s Title IX Guidance to any Supplier Parties reasonably expected to interact with NAU students or employees, in person or online; and (iii) ensure that all Supplier Parties comply with NAU’s Title IX Guidance.
No Boycott of Goods or Services from Israel. If the Goods/Services provided under this Agreement include the acquisition of services, supplies, information technology or construction with a value of at least one hundred thousand dollars ($100,000.00) and Supplier is engaged in for-profit activity and has ten (10) or more full-time employees, then, to the extent required by ARS §35-393.01, Supplier certifies it is not currently engaged in, and during the term of this Agreement will not engage in, a boycott of goods or services from Israel.
Survival Clause. All provisions of the Agreement that anticipate performance after the termination of the Agreement, and all provisions necessary or appropriate to interpret and enforce such provisions, will survive termination of the Agreement.
Insurance Requirements. Without limiting any liability of or any other obligation of Supplier, Supplier shall procure and maintain (and cause its subcontractors to procure and maintain), until all of their obligations have been discharged or satisfied, including any warranty periods under the Agreement, insurance against claims that may arise from or in connection with the performance of the work hereunder by Supplier, its agents, representatives, employees or subcontractors, the minimum insurance coverages listed below, unless otherwise agreed to in writing.
Supplier’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Authorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. NAU in no way warrants that the above required minimum insurer rating is sufficient to protect the Supplier from potential insurer insolvency. Self-insurance may be accepted in lieu of or in combination with the insurance coverage requested.
1. Commercial General Liability of $1,000,000 minimum limit for each occurrence and $2,000,000 general aggregate, to include coverage for bodily injury, property damage, personal and advertising injury, and broad form contractual liability coverage.
  - Each Occurrence $1,000,000
  - Damage to Rented Premises $50,000
  - Personal and Advertising Injury $1,000,000
  - General Aggregate $2,000,000
  - Products – Completed Operations Aggregate $1,000,000
  - Liquor Liability (if applicable) $1,000,000
2. Automobile Liability of $1,000,000 minimum Combined Single Limit each occurrence, to include coverage for bodily injury and property damage for any owned, hired, and/or non-owned automobiles assigned to or used in the performance of the Agreement.
3. Workers Compensation coverage for all employees which meets Arizona statutory benefits and Employers’ Liability with minimum limits of $1,000,000 each accident; $1,000,000 disease – each employee, and $1,000,000 disease – policy limit.
  This requirement shall not apply to each Supplier or subcontractor that is exempt under Arizona Revised Statutes §23-901 and when such Supplier or subcontractor executes the appropriate form (Sole Proprietor Waiver or Independent Contactor Agreement).
4. If applicable, in NAU’s sole discretion, Professional Liability (Errors and Omissions Liability) of $1,000,000 minimum limits for each claim (or each wrongful act) and $2,000,000 annual aggregate.
  1. In the event that the Professional Liability insurance required by the Agreement is written on a claims-made basis, Supplier warrants that any retroactive date under the policy shall precede the effective date of the Agreement; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under the Agreement is completed.
  2. The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the scope of work of the Agreement.
5. If applicable, in NAU’s sole discretion, Builder’s Risk or Installation Floater (as appropriate) in an amount that represents the estimated completed value of the project.
6. If Supplier is working with children or vulnerable adults, then coverage for Sexual Abuse and Molestation (SAM) of $500,000 minimum limit, to include the following statement or evidence on the certificate of insurance that “Sexual Abuse/Molestation coverage is included.” The limits may be included within the Commercial General Liability limit, Professional Liability limit, provided by separate endorsement with its own limits, or provided as separate coverage.
7. If Supplier is providing software, software or systems development or hardware, or is an internet/application service provider (e.g. web hosting), then Technology Errors and Omissions insurance with minimum limits of $2,000,000 each claim (or each wrongful act) and $2,000,000 annual aggregate.
  1. Such insurance shall cover any and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under the Agreement.
  2. Coverage shall include copyright infringement, infringement of trade dress, domain name, title or slogan.
  3. In the event that the Technology Errors and Omissions insurance required by the Agreement is written on a claims-made basis, Supplier warrants that any retroactive date under the policy shall precede the effective date of the Agreement; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under the Agreement is completed.
8. If Supplier is directly connected to NAU’s network, information security vendor, or internet/application service provider (e.g. web hosting), then Network Security (Cyber) and Privacy Liability with minimum limits of $2,000,000 each claim (or wrongful act) and $2,000,000 annual aggregate.
  1. Such insurance shall include, but not be limited to, coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, identity theft, theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include breach notification costs, credit remediation and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss.
  2. In the event that the Network Security (Cyber) and Privacy Liability required by the Agreement is written on a claims-made basis, Supplier warrants that any retroactive date under the policy shall precede the effective date of the Agreement; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under the Agreement is completed.
9. If Supplier is providing content such as but not limited to software code, text, data, images, and other media-related services including web design and/or marketing firms, then Media Liability insurance with minimum limits of $2,000,000 each claim (or each wrongful act) and $2,000,000 annual aggregate
  1. Such insurance shall cover any and all errors and omissions or negligent acts in the production of content, including but not limited to plagiarism, defamation, libel, slander, false advertising, invasion of privacy, and infringement of copyright, title, slogan, trademark, service mark and trade dress.
  2. In the event that the Media Liability insurance required by the Agreement is written on a claims-made basis, Supplier warrants that any retroactive date under the policy shall precede the effective date of the Agreement; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under the Agreement is completed
10. Policies for Commercial General Liability and Automobile Liability shall be endorsed to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of Supplier. Such additional insured shall be covered to the full limits of liability purchased by the Supplier, even if those limits are in excess of those required by the Agreement. Policies for Commercial General Liability, Automobile Liability, and Workers Compensation shall contain a waiver of subrogation endorsement in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of Supplier. Such coverage shall stipulate that the insurance afforded the Supplier shall be primary and that any insurance carried by Northern Arizona University, the Arizona Board of Regents, or the State of Arizona shall be excess and not contributory insurance, as provided by Arizona Revised Statutes §41-621(E).With the exception of ten (10) days’ notice of cancellation for non-payment of premium, Supplier’s insurance shall not be permitted to expire, be suspended, be cancelled, or be materially changed for any reason without thirty (30) days prior written notice to NAU. Supplier will furnish NAU with valid certificate(s) of insurance required by the Agreement and coverage must be in effect at or prior to commencement of work under the Agreement and remain in effect for the term of the Agreement. NAU’s project or purchase order number and project description will be noted on each certificate of insurance. The Certificate Holder shall be listed as “State of Arizona, Arizona Board of Regents and Northern Arizona University.” Failure on the part of the Supplier to maintain these requirements or provide evidence of renewal, shall constitute a material breach of the Agreement upon which NAU may immediately terminate the Agreement, or, in NAU’s sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, and all monies so paid by NAU shall be repaid by Supplier to NAU upon demand, or NAU may offset the cost of the premiums against any monies due to Supplier. Costs for coverage broader than those required or for limits in excess of those required shall not be charged to NAU.NAU reserves the right to request and receive proof of insurance and/or certified copies of any or all of the above policies and/or endorsements at any time throughout the term of the Agreement. Neither Supplier’s failure to provide, not NAU’s failure to obtain proof of compliance shall act as a waiver of any term of this section. Supplier’s certificate(s) of insurance may include all subcontractors as insureds under its policies as require by the Agreement, or Supplier will furnish to NAU upon request, copies of valid certificates and endorsements for each subcontractor. Coverages for subcontractors will be subject to the minimum requirements identified above.
Federal Funding Provisions. If the Agreement involves the use of United States federal funds, including from a government grant or funds from a subcontract at any tier relating to a federal government grant, the following terms will apply to the Agreement:
1. Byrd Anti-Lobbying Amendment. If the Agreement is for one hundred thousand dollars ($100,000.00) or more, Supplier will file the certifications required by 31 U.S.C 1352 and associated regulations. Each tier certifies to the tier above that it will not or 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 will also disclose any lobbying with non-federal funds that takes place in connection with obtaining a federal award. Such disclosures are forwarded from tier to tier up to NAU.
2. Debarment & Suspension. Supplier represents and warrants that neither it nor any of its subcontractors supplying the Goods/Services have either directly or indirectly or through subcontractors, been suspended, debarred, or otherwise excluded from participation in or penalized by any federal or state procurement, non-procurement, or reimbursement program. Supplier affirms that it has confirmed the above statement by checking The System for Award Management (SAM) within one hundred eighty (180) days prior to commencing work under the Agreement. Supplier will provide immediate written notice to NAU upon learning that it or any of its subcontractors are under any investigation or proposed action that could result in such exclusion, suspension, or debarment.
FCC Regulations. Supplier shall be responsible for compliance with Federal Communications Commission (“FCC”) regulations regarding the use of wireless microphones. Wireless microphones can include hand-held or body-worn wireless microphones, in-ear monitors, devices used for cueing on-air talent, and intercom systems for backstage communications. Specifically, wireless microphones that operate in the 600 MHz service band (the 617-652 MHz and 663-698 MHz frequencies) will be required to cease operation. Supplier shall not interfere with these frequencies and shall be responsible for any and all fines and/or penalties resulting from violations of (or non-compliance with) FCC regulations.
No Forced Labor of Ethic Uyghurs. To the extent required by ARS § 35-394, Supplier certifies it is not currently, and during the term of this Agreement will not use: 1) the forced labor of ethnic Uyghurs in the People’s Republic of China; 2) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; or 3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of the ethnic Uyghurs in the People’s Republic of China. If Supplier becomes aware during the term of the agreement that it is not in compliance with this written certification, it shall notify NAU within five (5) business days of becoming aware of the noncompliance.
No Third-Party Beneficiaries. No person or entity, whether or not mentioned or referred to in this Agreement, other than NAU and Supplier and each party’s permitted successors and assigns, shall be considered to be a third-party beneficiary of or entitled to assert any rights under this Agreement.
NAU Safe App. NAU highly recommends Supplier and its invitees download the NAU Safe App from the Apple App Store or Google Play to receive notifications and alerts of emergencies while on campus. Additional details regarding the NAU Safe App, including specific instructions for Vendors, Contractors, Campus and Conferences, can be found at: https://in.nau.edu/its/nausafe/.
Jeanne Clery Act. If applicable, any person designated by Supplier or NAU as a “Campus Security Authority” pursuant to the Jeanne Clery Act, 20 U.S.C. § 1092(f), who receives a report of a crime having taken place at any location that is owned, leased or controlled by NAU or public property within the campus or immediately adjacent to and accessible from the campus is required to immediately forward the report to the NAU Police Department. Should NAU or Supplier contract with a security company or employ Campus Security Authorities, these requirements must be added to the applicable standard operating procedures of NAU, Supplier, and/or the contracted security company and must be provided to all Campus Security Authorities, including the contracted security company’s officers and supervisors who work on site on NAU’s owned, leased, or controlled properties.
Compliance from Supplier Parties. Supplier shall be responsible for notifying and ensuring that all persons or entities who are employees, officers, subcontractors, consultants, agents, guests, invitees, or licensees of Supplier are fully aware of the laws, policies, rules, regulations, and obligations under this Agreement. Supplier shall take all reasonable steps to ensure compliance from all Supplier Parties. Supplier acknowledges should Supplier Parties violate any laws, policies, rules, regulations, and/or obligations under this Agreement, it would constitute a breach of this Agreement. Supplier agrees that in event of a breach of this Agreement under this clause, NAU may in its sole discretion impose additional fees or fines on the Supplier, request Supplier Parties to immediately vacate the premises, and/or terminate this Agreement in its entirety.
Children’s Online Privacy Protection Act (“COPPA”). If Supplier will collect personal information from children under the age of thirteen (13) through electronic means for services provided under this Agreement, Supplier warrants full compliance with COPPA, which prohibits unfair or deceptive acts or practices in connection with the collection, use and/or disclosure of personal information from and about children over the Internet.
Relationship of the Parties. For all purposes under this Agreement, Supplier shall be an independent contractor, and not an officer or employee of NAU. This Agreement does not create a partnership, joint venture, or agency relationship between the parties of any kind or nature. No party shall have any right, power, or authority under this Agreement to act as a legal representative of the other party, and no party shall have any power to obligate or bind the other party or to make representations, expressed or implied, on behalf of or in the name of the other party in any manner or for any purpose whatsoever. Each party acknowledges that the relationship of the parties hereunder is non-exclusive.
Conduct and Control of Services. The conduct and control of Services under this Agreement lies solely with Supplier, and NAU shall be interested only in final results to be achieved. NAU shall be permitted to retain other contractors performing the same or similar tasks, and Supplier shall be permitted to provide services to other parties, consistent with Supplier’s obligations to complete the Services undertaken pursuant to the terms of this Agreement.
Written Reports. If applicable, Supplier shall provide such interim written reports concerning the performance of Services and research under this Agreement as NAU may request in writing, and upon expiration or other termination of this Agreement shall at the request of NAU provide a written report to NAU setting forth the results of the Services performed hereunder.
Prohibitions. Supplier hereby acknowledges awareness of the laws and regulations prohibiting the use and/or possession of alcoholic beverages, narcotics, and illegal drugs on the campus of Northern Arizona University.
Gramm-Leach-Bliley Act (“GLBA”). If Supplier is engaged as a “Service Provider” under GLBA, also known as the Financial Modernization Act of 1999, then Supplier must ensure that its information security programs, policies, and protocols protect customer financial information and meets at least those minimums required by applicable state and federal laws and regulations, including without limitation the GLBA.
Government Subcontract Provisions. If this order is a subcontract under a U.S. government prime contract, the clauses contained in the following paragraphs of the Federal Procurement Regulations (FPR) or the Armed Services Procurement Regulations (ASPR) are incorporated into the Agreement by this reference. Each regulation contains criteria for determining applicability of the regulation to a particular agreement.
In the following clauses, the terms “Government” and “Contracting Officer” will mean NAU; the term “Agreement” will mean the Agreement and the term “Contractor” will mean Supplier. Supplier will comply with all applicable federal laws and regulations, including but not limited to Uniform Guidance (2 CFR Part 200) and Debarment and Suspension (45 CFR 620).
For purchases funded with federal funds, the following provisions are incorporated into the Agreement by reference where applicable and form a part of the terms and conditions of the Agreement. Supplier agrees to flow down all applicable clauses to lower-tier entities.

Federal Acquisition Regulations (FAR)*

52.202-1 Definitions

52.203-3 Gratuities

52.203-5 Covenant Against Contingent Fees

52.203-6 Restrictions on Subcontractor Sales to the Government (over $100,000, except for commercial terms)

52.203-7 Anti-Kickback Procedures (over $100,000, except for commercial items)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions

52.204-2 Security Requirements (when Subcontract involves access to classified information)

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment.

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

52.204-26 Covered Telecommunications Equipment or Services-Representation.

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended or Proposed for Debarment

52.211-15 Defense Priority and Allocation Requirements

52.214-27 Price Reduction For Defective Cost or Pricing Data

52.215-1 Instructions to Offerors—Competitive.

52.215-2 Audit and Records – Negotiation

52.215-12 Subcontractor Cost or Pricing Data (over $650,000, except for commercial items)

52.215-13 Subcontractor Cost or Pricing Data – Modifications

52-215-14 Integrity of Unit Prices (over $100,000 except for construction and commercial items)

52-219-8 Utilization of Small Business Concerns

52-219-9 Small Business Subcontracting Plan (over $550,000)

52.222-1 Notice to the Government of Labor Disputes

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

52.222-6 Davis-Bacon Act [Construction Wage Rate Requirements]

52.222-20 Walsh Healey Public Contracts Act [Contracts for Materials, Supplies, Articles, and Equipment Exceeding $15,000.]

52.222-21 Prohibition of Segregated Facilities

52.222-26 Equal Opportunity

52.222-35 Equal Opportunity for Veterans

52.222-36 Equal Opportunity for Workers with Disabilities (over $10,000)

52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era and other Eligible Veterans (over $25,000)

52.222-40 Notification of Employee Rights Concerning Payment of Union Dues or Fees (over $100,000)

52.222-41 Service Contract Act of 1965, as Amended

52.222-50 Combating Trafficking in Persons (services only)

52.223-3 Hazardous Material Identification and Material Safety Data

52.223-6 Drug-Free Workplace

52.223-99 Ensuring Adequate COVID-19 Safety Protocols for Federal Contractors

52.225-1 Buy American Act – Supplies

52.225-13 Restrictions on Certain Foreign Purchases

52.227-1 Authorization and Consent (Alt I in all R&D) (over $100,000)

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (over $100,000)

52.227-3 Patent Indemnity

52.227-10 Filing of Patent Applications–Classified Subject Matter

52.227-11 Patent Rights – Retention by the Contractor (Alt I-V) (except for Commercial Items)

52.227-13 Patent Rights – Acquisition by the Government (except for Commercial Items)

52.227-14 Rights in Data – General

52.233-1 Disputes

52.242-1 Notice of Intent to Disallow Costs

52.242-15 Stop-work order

52.243-1 Changes – Fixed Price (43.205 (a) (1) Alts may apply)

52.243-2 Changes – Cost Reimbursement (43.205 (b) (1) Alts may apply)

52.244-2 Subcontracts

52.244-5 Competition in Subcontracting

52.244-6 Subcontracts for Commercial Items

52.245-2 Government Property – Installation Operation Services

52.246-15 Certificate of Conformance

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

52.247-64 Preference for U.S. Flag Commercial Vessels

52.249-2 Termination for Convenience of the Government (Fixed Price)

52.249-5 Termination for the Convenience of the Government (Educational and Other Nonprofit Institutions)

52.249-14 Excusable Delays

52.255-50 Combating Trafficking in Persons

*Full text of the FAR clauses can be found at https://www.acquisition.gov/far/part-52

Defense Federal Acquisition Regulations (DFAR)**

DFAR CIT. TITLE

252.203-7001 Prohibition on Persons convicted of Fraud or Other Defense Agreement-Related Felonies

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting

252.211-7003 Item Unique Identification and Valuation

252.222-7000 Restrictions on Employment of Personnel

252.225-7000 Buy American Act and Balance of Payments program

252.227-7013 Rights in Technical Data and Computer Software

252.227-7016 Rights in Bid or Proposal Information

252.227-7018 Rights in Noncommercial Technical Data and Computer Software

252.227-7019 Validation of Asserted Restrictions – Computer Software

252.227-7037 Validation Technical Data

252.243-7001 Pricing of Agreement Modifications

252.244-7000 Subcontracts for Commercial Items and Commercial Components

252.246-7007 Contactor Counterfeit Electronic Part Detection and Avoidance System

252.246-7008 Sources of Electronic Parts

**Full text of the DFAR clauses can be found at https://www.acquisition.gov/dfars/part-252-solicitation-provisions-and-contract-clauses

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