TERMS AND CONDITIONS
(1) Applicable Law – This Agreement shall be construed and interpreted solely in accordance with the laws of the State of Indiana; provided, however that 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.
(2) Disputes - State and federal courts in Marion County, Indiana with subject matter jurisdiction shall have sole and exclusive jurisdiction and venue over all disputes arising under or in connection with this Agreement or its breach. The parties hereby (i) submit to the exclusive jurisdiction and venue of said courts with respect to any such dispute, and (ii) waive any defense or claim that said courts do not represent the preferred venue, lack personal jurisdiction over either party, or are inconvenient for the parties or witnesses.
(3) Compliance with Government Statutes and Regulations – The seller warrants and certifies that in the performance of this contract it has complied with or will comply with all applicable statues, rules, regulations and orders of the United States, and any state or political subdivision thereof, including laws and regulations pertaining to labor, wages, hours and other conditions of employment, and applicable price ceilings, if any, and that the goods or services delivered hereunder shall be produced or performed in compliance with the Fair Labor Standards Act.
(4) Affirmative Action – Work under this contract may be subject to the provisions of certain Executive Orders, laws and regulations. To the extent that such Executive Orders, laws and regulations apply to the work under this contract, and only to that extent, the contractor agrees to comply with the provisions of all such Executive Orders, laws and associated regulations as now in force or hereinafter amended, including, but not limited to, the following: (1) EQUAL EMPLOYMENT OPPORTUNITY PROVISIONS – In accordance with Executive Order 11246, dated September 24, 1965, and 41 C.F.R. part 60-1.4, the parties incorporate herein by this reference the regulations and contract clauses required by those provisions to be made a part of nonexempt contracts and subcontracts. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of ‘‘federally assisted construction contract’’ in 41 CFR Part 60–1.3 must include the equal opportunity clause provided under 41 CFR 60–1.4(b), in accordance with Executive Order 11246, ‘‘Equal Employment Opportunity’’ (30 FR 12319, 12935, 3 CFR Part, 1964–1965 Comp., p. 339), as amended by Executive Order 11375, ‘‘Amending Executive Order 11246 Relating to Equal Employment Opportunity,’’ and implementing regulations at 41 CFR part 60, ‘‘Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.’’ (2) CERTIFICATION OF NONSEGREGATED FACILITIES – In accordance with Executive Order 11246, dated September 24, 1965, and 41 C.F.R part 60-1.8, Contractor certifies that is does not and will not maintain or provide for its employees any facilities segregated on the basis of race, color, religion, sex, or national origin at any of its establishments, and that is does not and will not permit its employees to perform their services at any location, under its control, where such segregated facilities are maintained. The term “facilities” as used herein means waiting rooms, work area, restaurants and other eating areas, time clocks, restrooms, wash rooms, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees, provide that separate or single-user toilet and necessary changing facilities shall be provided to assure privacy between the sexes. Contractor will obtain similar certification from proposed subcontractors prior to the award of any non-exempt subcontract. (3) CERTIFICATION OF AFFIRMATIVE ACTION PROGRAM – Contractor certifies that it has developed and is maintaining an Affirmative Action Plan as required by 41 C.F.R. part 60-1.40. (4) CERTIFICATION OF FILING – Contractor certifies that it will file annually, on or before the 31st day of March, complete and accurate records on Standard Form 100 (EEO-1) or such forms as may be promulgated in its place, as required by 41 C.F.R part 60-1.7. (5) AFFIRMATIVE ACTION FOR DISABLED VETERANS OF THE VIETNAM ERA – In accordance with Executive Order 11701, dated January 24, 1973 and by 41 C.F.R. part 60-250.20, the parties incorporate herein by this reference the regulations and contract clauses required by those provisions to be made a part of Government contracts and subcontracts. (6) AFFIRMATIVE ACTION FOR HANDICAPPED PERSONS – In accordance with Executive Order 11758, dated January 15, 1974, and 41 C.F.R. part 60-7.41.20, the parties incorporate herein by this reference the regulations and contract clauses required by those provisions to be made a part of Government contracts and subcontracts.
(5) Hazardous Materials – A Material Safety Data Sheet must be supplied if applicable to this purchase.
(6) Purchases, including those in excess of $10,000, may be terminated cause and for convenience by the College.
(7) Davis-Bacon Act, as amended (40 U.S.C. 3141–3148). All prime construction contracts in excess of $2,000 that are federally funded, must comply with the Davis-Bacon Act (40 U.S.C. 3141–3144, and 3146–3148) as supplemented by Department of Labor regulations (29 CFR Part 5, ‘‘Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction’’). In accordance with the statute, contractors are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The College must report all suspected or reported violations to the Federal awarding agency. The contractor must also comply with the Copeland ‘‘Anti-Kickback’’ Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, ‘‘Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States’’). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The College must report all suspected or reported violations to the Federal awarding agency.
(8) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701–3708)--All contracts awarded by the College in excess of $100,000 that involve the employment of mechanics or laborers must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
(9) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of ‘‘funding agreement’’ under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that ‘‘funding agreement,’’ the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, ‘‘Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,’’ and any implementing regulations issued by the awarding agency.
(10) Clean Air Act (42 U.S.C. 7401–7671q.) and the Federal Water Pollution Control Act (33
U.S.C. 1251–1387), as amended—Purchases in amounts in excess of $150,000 must comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 –7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251–1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
(11) Follow mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201).
(12) Debarment and Suspension (Executive Orders 12549 and 12689)—Vendors
(see 2 CFR 180.220) must not be made to parties listed on the government wide Excluded Parties List System in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1986 Comp., p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235), ‘‘Debarment and Suspension.’’ The Excluded Parties List System in SAM contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
(13) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Vendors that apply or bid for an award or purchase of $100,000 or more must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.
(14) Procurement of recovered materials (§ 200.322)--The College and it contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.