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Policy Name: Terms and Conditions
Policy Number: 03-02-002
Version Effective Date: Not Available
Last reviewed on: January 1, 2019
Policy Applies To: Contractors/Vendors
Responsible Office: Business Services


INTRODUCTION AND STATEMENT OF PURPOSE
The following terms and conditions apply to all contract or purchase agreements made with New Â鶹´«Ã½ City University unless specifically deleted on the University proposal form. Vendors submitting offers to the University must clearly cross out any paragraph they do not agree to meet. Any redaction or change in the University terms and conditions will be factored into the determination of an award of a contract or purchase agreement.

POLICY
Bidders are notified by this statement that all terms and conditions will become part of any contracts(s) or orders(s) awarded as a request for proposal whether stated in part in summary or by reference. In the event a vendor's terms and conditions conflict with the University, the University terms and conditions shall prevail.

1. STATE LAW REQUIRING MANDATORY COMPLIANCE BY ALL VENDORS

• 1.1. CORPORATE AUTHORITY – It is required that all corporations be authorized to do business in the State of New Â鶹´«Ã½. Corporations incorporated out the State must file a Certificate of Authority with the Secretary of State, Department of State, State House, Trenton, New Â鶹´«Ã½. Refer to N.J.S. A. Title 14A chapter 13-3
• 1.2. ANTI-DISCRIMINATION – All parties to any contract with the New Â鶹´«Ã½ City University agree not to discriminate in employment and agree to abide by all anti-discrimination laws including those contained within N.J.S.A. 10:2-1 through 10:2-4, N.J.S.A. 10:5-31 through 10:5- 38, and all rules and regulations issued there under.
• 1.3. AFFIRMATIVE ACTION – All parties to any contract with the New Â鶹´«Ã½ City University must comply with P.L. 1975, C. 127.
• 1.4. THE WORKER AND COMMUNITY RIGHT TO KNOW ACT – (P.L.1983. c. 315:N.J.S.A. 34:5A-1 at seq) requires employers to label all containers of hazardous substances by March 1, 1985. By August 29, 1986, employers must label all containers on University premises. Under the terms of the Act, the University is considered employer, therefore, all goods offered for purchase to the University must be labeled in compliance with the provisions of the Act.
• 1.5. OWNERSHIP DISCLOSURE – Contracts for any work, goods or services cannot be issued to any firm unless prior to or at the time of bid submission the firm has disclosed the names and addresses of all its owners holding 10% or more of the firm's stock or interest. Refer to N.J.P.L. 1977, Chapter 33. (N.J.S.A. 52:25-24.2)
• 1.6. COMPLIANCE-STATE LAWS – It is agreed and understood that any contracts and/or orders placed as a result of this proposal shall be governed and construed and the rights and obligations of the parties here to shall be determined in accordance with the laws of the STATE OF NEW JERSEY.
• 1.7. COMPLIANCE LAWS – The vendor must comply with all local, state and federal laws, rules and regulations applicable to the contract and to the work to be done hereunder.

2. LIABILITES

• 2.1. LIABILITY-COPYRIGHT – The Contractor shall hold and save New Â鶹´«Ã½ City University, its officers, agents, students, servants and employees, harmless from liability of any nature of kind for or on account of the use of any copyrighted or uncopyrighted composition secret process, patented or unpatented invention, article or appliance furnished or used in the performance of his
• 2.2. INDEMNIFICATION – The contractor shall assume all risk of and agrees to indemnify, defend, and save harmless the New Â鶹´«Ã½ City University, its officers, agents, students, servants and employees from and against any and all claims, demands, suits, actions, recoveries, judgment and costs and expenses on account of the loss of life, property or injury or damage to the person, body or property of any person or persons whatsoever, which shall arise from or result directly or indirectly from the work and/or materials supplied under the contract. This indemnification obligation is not limited by, but is in addition to the insurance obligations contained in this agreement.
• 2.3. INSURANCE – The successful bidder shall secure and maintain in force for the term of the contract liability insurance as provided herein. The successful bidder shall provide New Â鶹´«Ã½ City University with current certificates of insurance for all coverage and renewals there of which must contain the provision that the insurance provided in the certificate shall not be cancelled for any reason except after thirty days written notice to New Â鶹´«Ã½ City University, Procurement Services Department.
  
  The insurance to be provided by the successful bidder shall be as follows:
  • 1. Commercial General Liability insurance written on an occurrence form including independent contractor liability, products/completed operations liability, contractual liability, covering but not limited to the liability assumed under the indemnification provisions of this contract. Coverage for bodily injury and property damage claims arising out of the professional acts of the general contractor and subcontractors shall also be included. The policy shall not include any endorsement that restricts or reduces coverage as provided by the ISO CG0001 form without the approval of the University. The minimum limits of liability shall not be less than a combined single limit of one million dollars ($1,000,000) per occurrence, three million dollars ($3,000,000) general aggregate, three million dollars ($3,000,000) product/completed operations aggregate. A "per project endorsement" shall be included, so that the general aggregate limit applies separately to the project that is the subject of this contract.
  • 2. Comprehensive General Automobile Liability policy covering owned, non- owned, and hired vehicles with minimum limits of $1,000,000.00combined single limits.
  • 3. Compensation insurance applicable to laws of the State of New Â鶹´«Ã½ and Employer's Liability insurance with a limit of not less than $1,000,000.00.
    
    Upon request, the successful contractor will provide certificates of such insurance to New Â鶹´«Ã½ City University, Procurement Services Department prior to the start of the contract and periodically during the course of a multi-year contract.
     
• 2.4. PROHIBITED INVESTMENT ACTIVITIES IN IRAN – Pursuant to N.J.S.A. 52:32-55 et seq., a person or entity listed on the Department of the Treasury's List of Persons or Entities Engaging in Prohibited Investment Activities in Iran shall be ineligible to bid on, submit a proposal for, or enter into or renew a contract with a State agency for goods or services.

3. TERMS GOVERNING ALL PROPOSALS TO NEW JERSEY CITY UNIVERSITY (Unless Otherwise Specified in Bid Specifications)

• 3.1. VENDOR RIGHT TO PROTEST-INTENT TO AWARD – Within sixty (60) days of a bid opening, the University shall provide to all bidders a copy of a "Notice of Intent to Award a Contract;" and shall notify any nonresponsive/non-responsible bidder of the basis for disqualification, unless, within the sixty (60) day period, the University requests that bidders agree to permit the bids to be held for a longer time period for consideration pending issuance of a "Notice of Intent to Award."
  
  Any bidder, having submitted a proposal in response to this RFP and finding cause to protest the University's disqualification of a bid, or notice of intent to award, may make written request to the Director of the Procurement Department setting forth, in detail, the specific grounds for challenging the disqualification of its bid or for challenging the University's intent to award the Contract, as applicable. The protest shall be filed within five (5) business days following the bidder's receipt of written notification that its bid is disqualified or of notice of the intent to award, as applicable.
  
  The University shall consider the written record when deciding a bid protest. The written record may include, but is not limited to, the written protest, any written response to the protest submitted by the lowest responsible bidder, the terms, conditions and requirements of the RFP, the proposals submitted in response to the RFP, the evaluation committee report and/or the award recommendation document, pertinent administrative rules, statutes, and case law, and any associated documentation the University deems appropriate. In cases where no in-person presentation is deemed necessary, the University shall afford the protester and other interested parties a fair opportunity to submit written statements and documents supporting the facts and the legal arguments relevant to the bid protest.
  
  The University has the discretion to determine if an in-person presentation is necessary to reach an informed decision on the issues raised by the protester. An in-person presentation is a fact- finding hearing for the benefit of the University. The University has the discretion to permit attendance at an in-person presentation by those parties likely to be affected by the outcome of the protest. The in-person presentation shall be recorded electronically by the University and the electronic recording shall be available for public access as a "government record" under OPRA.
  
  In those instances where the University determines that an in-person presentation is necessary to reach an informed decision on the issues raised by the protester, the University shall provide written notification to the bid protest participants along with the date of the in-person presentation. Any bidder who intends to be represented by an attorney at an in-person presentation must notify the Director of the Procurement Department no later than two days following receipt of notification of the scheduling of an in-person presentation to give the University an opportunity to have counsel from the Attorney General's Office, Division of Law, attend in person or by telephone. If advance notification is not provided, the University may limit the bidder's attorney to advising and assisting the bidder by submitting questions to be asked of other participants/witnesses at the discretion of the University's presiding officer. The in-person presentation will not be rescheduled in this situation. The University reserves the right to waive any immaterial defects in the bid or the bidding process.
  
  Following the close of the record in the bid protest (for determinations based only upon the written record, the record shall be deemed closed at the end of the business day, five days following the bidder receipt of the "Notice of Intent to Award"; for determinations following an in-person presentation the record shall be deemed closed at the close of the in-person presentation unless or as directed by the presiding officer, whichever is later) the University Contracting Officer shall issue a written decision including findings of fact and conclusions and shall provide copies of the bid protest decision to all participants in the bid protest. The bid protest decision is a final decision of the "Contracting agent", as that term is defined in the State College Contacts Law, N.J.S.A.18A:64-53(b). Notice of award of the Contract following a bid protest decision shall be provided to all bidders, and shall be appealable to the Superior Court of New Â鶹´«Ã½, Appellate Division.
   
• 3.2. SUBCONTRACTING OR ASSIGNMENT – The contract may not be subcontracted or assigned by the contractor, in whole or in part, without the prior written consent of the University. Such consent, if granted, shall not relieve the contractor of any of his/her responsibilities under the contract. In the event that the bidder proposes to subcontract for the services to be performed under the terms of the contract award, a list of said subcontractors and an itemization of the services tobe supplied by them must be stated and attached to the bid for approval. Nothing contained in the specifications shall be construed as creating any contractual relationship between any subcontractor and the University.
• 3.3. PERFORMANCE GUARANTEE OR BIDDER – The bidder herby certifies that: The equipment offered is standard new equipment, as is the manufacturer's latest model in production, with parts regularly used for the type of equipment substituted or applied contrary to manufacturer's recommendations and standard practice.
  
  All equipment supplied to the University and operated by electrical current is UL approved.
  
  All new machines are to guarantee for a period of one year from time of delivery and/or installation and prompt service rendered without charge regardless of geographic location.
  
  Sufficient quantities of parts necessary for proper service to equipment will be maintained to distribution points and service headquarters.
  
  Trained mechanics are regularly employed to make necessary repairs to equipment in the territory from which the service request may originate within a 48 hour period or within the time accepted as industry practice.
  
  The contactor shall immediately replace any material which is rejected for failure to meet the requirements of the University.
  
  All services rendered to the University shall be performed in strict and full accordance with the specifications as agreed to in the contract. A service contract shall not be considered complete until final approval by the University is rendered. Payment to vendors for services rendered may not be made until final University approval is given.
   
• 3.4. DELIVERY GUARANTEES – Deliveries shall be made at the time and in such quantities as ordered in strict accordance with conditions contained in proposal.
  
  The vendor shall be responsible for the delivery of material in first class condition to the University or the purchaser under this contract, and in accordance with good commercial practice.
  
  Items delivered must be strictly in accordance with bid specifications.
  
  In the event delivery of goods or services is not made within the number of days stipulated or under the schedule defined in the specifications, the University may be authorized to obtain the material or service from any available source, the difference in price, if any, to be paid by the contractor failing to meet his commitments.
   
• 3.5. LIQUIDATED DAMAGES – In the event that the Contractor shall fail to comply with any of the conditions herein provided and as covered by the contract, the Director of Purchasing shall notify the Contractor of such failure or default and demand that the same be remedied within five
  
  (5) days. In the event of the failure of the Contractor to remedy the same within this period, the Director of Purchasing may take steps to terminate the contract. In this event, the Director may authorize the services to be performed by any available means, the difference between the actual cost paid and the bid of the defaulting Contractor to be deducted from any monies due the defaulting Contractor.
  
  The Contractor will not be liable for circumstances beyond its control. However, any substantial or continuing failure to fully perform any or all of the services herein agreed to be performed by the Contractor, or any event, regardless of cause, which results in a substantial interruption of service, shall entitle New Â鶹´«Ã½ City University to terminate this Agreement as for cause. However, any right of termination which will arise from any cause beyond the Contractor's reasonable control, or which the Contractor could not reasonably have anticipated or avoided, may be exercised by New Â鶹´«Ã½ City University with agreed upon payment of termination charges.
   
• 3.6. UNIVERSITY'S RIGHT TO INSPECT BIDDER'S FACILITIES – The University reserves the right to inspect the bidder's establishment before making an award.
• 3.7. MAINTENANCE OF RECORDS – The contractor shall maintain records for products and/or services delivered against the contract for a period of three (3) years from the date of final payment. Such records shall be made available to the University upon request.
• 3.8. CONFIDENTIALITY CLAUSE – The University and the Contractor agree as part of this award each party shall, and shall cause its personnel, officers, agents, and representatives, to hold and deal with in strict confidence the other party's confidential information. Â鶹´«Ã½'s confidential information includes all matters relating to its business, including, but not limited to, materials and data that have been disclosed by Â鶹´«Ã½ to the Contractor and that are not publicly available at the time they are disclosed to Contractor, more specifically, including but not limited to, any and all technical and commercial information, market plans, strategy, personnel data (including, but not limited to census, salary and benefits information), benefits programs, tax filings, any information relating to the drafting of benefit plans, computer programs relating to the above described items, and new products (collectively hereinafter referred to as "Confidential Information").
  
  Contractor's confidential information includes all Contractor's Know-how, Work Product, Deliverables, pricing structures, and other business strategies, and all other matters that the Contractor deems confidential. These confidentiality obligations shall not apply to any information that is now or becomes publicly available other than by a breach of the terms of this Agreement, was known by a party prior to its receipt from the other party, is developed by the recipient independently of any disclosures previously made under this Agreement of such information, or is required to be disclosed by legal process. Except in connection with the performance of services contemplated herein, the Contractor shall not use any trademark or service mark of Â鶹´«Ã½ or of any parent, subsidiary, or affiliate of Â鶹´«Ã½ in any published form, literature, or other documents without the express written consent of Client or its affiliates. The Contractor shall not give any press release or press interview on any matter pertaining to Â鶹´«Ã½ without first obtaining the written consent of Â鶹´«Ã½. The Contractor may include Â鶹´«Ã½'s name on its Â鶹´«Ã½ list provided to third parties.
  
  The Contractor agrees to hold in trust and confidence all information obtained directly or indirectly in or through the files or records of the University, or disclosed in connection with this Agreement, and to disclose and utilize such information only in connection with and to the extent necessary for the accomplishment of the work required hereunder; provided, however, the Contractor shall not disclose any such information to a third party without the prior written consent of the Contracting Officer or his duly authorized representative.

4. TERM RELATING TO PRICEQUOTATION

• 4.1. PRICE FLUCTUATIONS DURING CONTRACT – All prices quoted shall be firm and not subject to increase during the period of contract.
  
  In the event of a manufacturer's price decrease during the contract period, the University shall receive the full benefit of such price reduction of any undelivered purchase order and on any subsequent order placed during the contract period. The University must be notified in writing of any price reduction with five (5) days of the effective date.
   
• 4.2. DELIVERY COSTS – Unless noted otherwise in the specifications all prices for items in bid proposals are to be submitted F.O.B. Destination. Proposals submitted other than F.O.B. Destination may not be considered. Regardless of the method of quoting shipment, the vendors shall assume all liability and responsibility for the delivery of merchandise in good condition to the University of designated purchaser unless otherwise specified.
  
  F.O.B. Destination does not cover "spotting" but does not include delivery on the receiving platform of the University unless otherwise specified. No additional charges will be allowed for any transportation costs resulting from partial shipment made at vendors' convenience when a single shipment is ordered. The weights and measures of the University receiving the shipment shall govern.
   
• 4.3. COD TERMS – Unless otherwise stated in the RFP, C.O.D. terms are not acceptable as part of a bid proposal, and are cause for automatic rejection of a bid.
• 4.4. TAX CHARGES – New Â鶹´«Ã½ City University is exempt from N.J. Sales, Use Tax and Local Taxes under N.J.S.A. 54:32B-9(a)(1). As a non-profit institution, the University is exempt from Federal Excise Tax. These taxes must not be included in vendor quotations or invoices.
• 4.5. PAYMENT TO VENDORS – Payments for goods and/or services purchased by the University will only be made against the contractor's invoice. The contractor's invoice form in duplicate together with the original Bill of Lading receipt and other related papers must be sent to the consignee on the date of each delivery.

5. CASH DISCOUNTS
Cash discounts for periods of less than 15 days will not be considered as factors in the award of contracts for purposes of determining the University's compliance with any discount offered.

• 5.1. A discount period shall commence on the day the University receives a properly signed and executed Contractor's invoice form for products and services that have been duly accepted by the University in accordance with the terms, conditions and specifications of the Contract/Purchase Order. If the invoice is received prior to delivery of the goods and services, the discount period begins with the acceptance of the goods or services
• 5.2. The date on the check issued by the University in payment of that invoice shall be deemed the date of the University response to that invoice.

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DATE TO INITIATE REVIEW AND UPDATE
As deemed necessary or appropriate by the Policy Coordinator but at a minimum, at least every 5 years from the effective date.

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