Procurement Services – Library of Provisions

The following document serves as a reference library for UC legal documents and language that can be used as part of RFx requirements, Agreements or Statements of Work (SOWs) and based on the specific goods or services being procured.

Index of Provisions
  • By Subject
  • In UC Terms and Conditions of Purchase
  • In Agreement - PurChase
/ OGC-Approved Standard Legal Language
•AGENCY
•BACKGROUND CHECKS – CRIMINAL
•BACKGROUND CHECKS – GENERAL
•CONSENT FOR FILM, PHOTOGRAPHY, VIDEO
•CREATIVE SERVICES
•EVENTS – GENERAL
•EVENTS – COMPLIMENTARY TICKETS
•EVENTS – EXCLUSIVE PERFORMANCES
•EVENTS – PROMOTIONAL AND PROGRAM MATERIAL
•EVENTS – REPRODUCTION OF PERFORMANCE
•EVENTS – SALE OF SOUVENIRS
•FAIR WAGE/FAIR WORK
•HOTELS
•INDEMNITY – UC TO SUPPLIER
•PATIENT PROTECTION AND AFFORDABLE CARE ACT
•PATRONAGE DIVIDEND
•PAYMENT CARD INDUSTRY DATA SECURITY STANDARDS (PCI DSS)
•PIGGYBACK – CSU& CCC
•PIGGYBACK – UC
•PREVAILINGWAGES
•RESEARCH – GENERAL
•RIGHT OF FIRST REFUSAL
•SUSTAINABILITY
•TRAINING
•TRANSITION ASSISTANCE / Sample Language
  • SOURCE CODE ESCROW
  • STAFFING – EXECUTIVE RECRUITING
  • STAFFING – TEMP AGENCY
  • STAFFING – TEMP AGENCY, MEDICAL OPErations
  • USE OF UC FACILITIES
Communications with Bidders
  • NOTICE OF NON-AWARD

Index of Provisions by Subject

Subject / Include in RFx Requirements / Where to include the provision / Reference
Agency / Add to Agreement / Library
Amendments / Included in Terms and Conditions (T&Cs) / T&Cs
Assigned Personnel; Character of Services / Included in T&Cs / T&Cs
Assignment and Subcontracting / Included in T&Cs / T&Cs
Audit Requirements / Included in T&Cs / T&Cs
Background Check - Criminal / If applicable / Add to Statement of Work (SOW) / Library
Background Check - General / If applicable / Add to SOW / Library
Billing Provisions / Included in SOW / SOW
CANRA / Included in T&Cs / T&Cs
Changes / Included in T&Cs and SOW / T&Cs, SOW
Communicationswith Bidders / Send written notification via letter or email / Library
Confidential Information / When services involve temporary staff, recommend adding to Agreement for low risk services if Appendix - Data Security is not used. / Library
Confidentiality / Included in T&Cs / T&Cs
Conflict of Interest / Included in T&Cs / T&Cs
Consent for Film, Photography, Video / If applicable / Add to SOW / Library
Cooperation / Included in T&Cs / T&Cs
Copyright, Intellectual Property, Patents / Provisions for 1) work made for hire, and 2) work not made for hire are included T&Cs. Buyer must designate in the Agreement which provisions (work for hire, or not) apply. / T&Cs, Agreement - Purchase
Credit Card Transactions / If credit card transactions are involved, use Appendix - Data Security and Privacy / Appendix - Data Security and Privacy
Subject / Include in RFx Requirements / Where to include the provision / Reference
Data Security / Use Appendix - Data Security and Privacy when Supplier will create, receive, maintain or transmit confidential information on behalf of UC. Because this includes PCI Data Security Standards as applicable, Buyer must indicate in the Agreement whether the PCI standards will apply.
See Section 2(A) of Appendix - Data Security and Privacyfor definition of Protected Information. / Appendix - Data Security and Privacy
Declared Valuation of Shipments / Included in T&Cs / T&Cs
Earned Incentive / If applicable / Included in SOW / SOW
Environmentally Preferable Products / Included in T&Cs / T&Cs
Equal Opportunity Affirmative Action / Included in T&Cs / T&Cs
Events--Complimentary Tickets / If applicable / Add to Agreement / Library
Events--Exclusive Performances / If applicable / Add to Agreement / Library
Events--Promotional and Program Material / If applicable / Add to Agreement / Library
Events--Reproduction of Performance / If applicable / Add to Agreement / Library
Events-Sale of Souvenirs / If applicable / Add to Agreement / Library
Expense Reimbursement / Included in T&Cs / T&Cs
Federal Acquisition Regulations / Included in T&Cs
Baseline for procurement of commercial goods and services is included in T&Cs. Add federal contract number to Agreement if known.
For non-commercial procurements, additional requirements are included in Appendix - Federally Funded. / T&C
Appendix – Federally Funded
Fair Wage/Fair Work / If applicable / Included in T&Cs / T&Cs
Force Majeure / Included in T&Cs / T&Cs
Forced, Convict, and Indentured Labor / Included in T&Cs / T&Cs
Governing Law and Venue / Included in T&Cs / T&Cs
Indemnity / Included in T&Cs / T&Cs
Indemnity – from UC to Supplier / Add to Agreement / Library
Inspection / Included in T&Cs / T&Cs
Independent Consultant / Use Agreement - Independent Consultant in combination with the T&Cs and SOW.
See BUS-34, -43 and -77 for definition of Independent Consultant. / Agreement - Independent Consultant
Subject / Include in RFx Requirements / Where to include the provision / Reference
Insurance / Included in T&Cs
Baseline included in T&Cs. Any additional requirements should be added in SOW. / T&C
Liability for UC Furnished Property / Included in T&Cs / T&Cs
Mandatory Use Policy / Included in T&Cs / T&Cs
No Third-Party Rights / Included in T&Cs / T&Cs
Notices / Included in T&Cs; Buyer must specify contacts in theAgreement. / T&Cs, Agreement - Purchase
Other Applicable Law / Included in T&Cs / T&Cs
Patient Protection and Affordable Care Act (PPACA) – temporary and supplementary staff / If applicable / In RFx
For new contracts: provision is in T&Cs
For new contracts: PO or Agreement will need to indicate applicability of
T&Cs provision
For existing contracts: in contract amendment / See Library for RFx and PO language
Patronage Incentive / If applicable / Included in SOW / Library
Payment Card Industry Data Security Standards / If applicable / Included in Appendix – Data Security and Privacy; if excluded see Library / Library
Payment, Extra Charges, Taxes / Included in T&Cs / T&Cs
Protected Health Information (PHI) / If Supplier will have access to PHI, federal law requires Agreement – HIPAA Business Associate Agreement (BAA). Use BAA with appropriate Agreement and T&Cs.
See BAA section 2.6 for definition of PHI, / Agreement – HIPAA BAA
Permits / Included in T&Cs / T&Cs
Piggyback - CSU / If applicable / Add to Agreement / Library
Piggyback - UC Locations / If applicable / Add to Agreement / Library
Premises Where Services Are Provided / Included in T&Csand SOW / T&Cs, SOW
Prevailing Wages / If applicable / In RFx
T&Cs assumes that prevailing wages apply. If not the case, indicate in the Agreement or PO / Library
See Library for PO language
Price Decreases / Included in T&Cs / T&Cs
Subject / Include in RFx Requirements / Where to include the provision / Reference
Privacy & Confidentiality / If applicable / See the following subjects: Personal Health Information (PHI); Data Security; and Confidential Information. Reference:
  • Agreement – HIPAA BAA for PHI
  • Appendix – Data Security and Privacy for non-PHI confidential information
  • and Library for Confidential Information Provision.

Professional Services / If applicable / Use Agreement - Professional Services (not the Purchase Agreement) with T&Cs and SOW.
See BUS-43 for definition of Professional Services. / Agreement - Professional Services
Right of First Refusal / Add to Agreement / Library
Severability / Included in T&Cs / T&Cs
Source Code Escrow / If applicable / Use as a part of theAgreement - Software License and Support Agreement. / Library,
Agreement - Software License and Support
Supplier Terms / Included in T&Cs (supplier terms not incorporated unless agreed upon in writing) / T&Cs
Survival Clause / Included in T&Cs / T&Cs
Sustainability / If applicable / Add to Agreement / Library
Taxes / Included in T&Cs / T&Cs
Term and Termination / Included in T&Cs and specified in SOW / T&Cs, SOW
Title / Included in T&Cs / T&Cs
Training / Add to SOW / Library
Transition Assistance / If applicable / Add to SOW / Library
UC Whistleblower Policy / Included in T&Cs / T&Cs
Use of UC Name and Trademarks / Included in T&Cs / T&Cs
Use of University Facilities / If applicable / Included in T&Cs / Library
Waiver / Included in T&Cs / T&Cs
Warranties / Baseline is in T&Cs; provide additional requirements in SOW / T&Cs

Index of Provisions in UC Terms & Conditions

UC Terms and Conditions of Purchase
  1. General
  2. Term and Termination
  3. Payment, Extra Charges, Taxes
  4. Inspection
  5. Assigned Personnel; Character of Services
  6. Warranties
  7. Intellectual Property, Copyright and Patents
  8. Indemnity
  9. Insurance
  10. Use of UC Name and Trademarks
  11. Federal Acquisition Regulations – Commercial Goods and Services
  12. Equal Opportunity Affirmative Action
  13. Liens
  14. Premises where Services are Provided
  15. Liability for UC – Furnished Property
  16. Cooperation
  17. Additional Terms Applicable to the Furnishings of Goods
  18. Conflict of Interest
  19. Audit Requirements
  20. Confidentiality
  21. UC Whistleblower Policy
  22. Environmentally Preferable Products
  23. Patient Protection and Affordable Care Act (PPACA) Empolyer Shared Responsibility
  24. Prevailing Wages
  25. Fair Wage/Fair Work
  26. Force Majeure
  27. Assignment and Subcontracting
  28. No Third-Party Rights
  29. Other Applicable Laws
  30. Notices
  31. Severability
  32. Waiver
  33. Amendments
  34. Governing Law and Venue
  35. Supplier Terms
  36. Survival Clause

Index of Provisions in Agreement– Purchase

Agreement - Purchase
  1. Statement of Work
  2. Term of Agreement/Termination
  3. Purchase Order
  4. Invoices and Pricing
  5. Notices
  6. Intellectual Property, Copyright and Patents
  7. Patient Protection and Affordable Care Act (PPACA)
  8. Prevailing Wages
  9. Fair Wage/Fair Work
  10. Federally Funded Contracts; Grants and Cooperative Agreements
  11. Restriction Relating to Consulting Services or Similar Contracts – Follow-on Contracts
  12. Insurance
  13. Service-Specific and/or Goods-Specific Provisions
  14. Records about Individuals
  15. Amendments to UC Terms and Conditions of Purchase
  16. Incorporated Documents
  17. Entire Agreement

OGC-Approved Standard Legal Language

AGENCY

Supplier will act as an agent on behalf of UC to make acquisitions in ______of ______to the specifications set by UC and to not exceed total cost of $______. These examples will become UC property and will be the basis of the exhibition.
Agent warrants that Agent has full and current legal authority to act and contract on behalf of Supplier.

BACKGROUND CHECKS – CRIMINAL

Before any Temporary Staff may be assigned (and enter UC premises) in connection with any order, Supplier will conduct a background check of the Temporary Staff. All felony and misdemeanor convictions (except marijuana related offenses greater than two years old) must be reported to UC and may result in the Temporary Staff being prohibited from performing work at UC.
Acceptable background screening will consist of the last seven years residence and employment verification. The background screen will also include a criminal conviction records investigation conducted by any third-party agencies that adheres to the California Investigative Consumer Reporting Agencies Act. A criminal convictions records investigation will consist of a records search (documented by a written report retained by Supplier) by the appropriate law enforcement or other local or state agency in each location in which the Temporary Staff has resided and worked in during at least seven years preceding the date of the criminal conviction records investigation. UC may require persons, before entering UC premises, to complete a criminal convictions questionnaire. In the event that UC has grounds to believe that a Temporary Staff falsified his or her criminal convictions questionnaire in any way, such person will not perform any work for UC or enter onto UC premises. UC reserves the right, at its discretion, to request from Supplier documentation of the completion of a criminal conviction records investigation for any Temporary Staff assigned to work on UC premises. Supplier's failure to have completed a criminal convictions investigation of any of its Temporary Staff in accordance with this clause will be grounds for immediate expulsion of the Temporary Staff and UC will have the right to terminate the Agreement both with respect to the Temporary Staff and Supplier.

BACKGROUND CHECKS – GENERAL

Supplier will arrange for background checks, verifications, references, and other investigations, as requested, as part of the overall assessment of candidates presented for consideration.
Supplier warrants that Temporary Staff will have had a full background check initiated by Supplier and that the Temporary Staff will have no known criminal records or criminal charges which would in any way affect the ability of Temporary Staff, to discharge their responsibilities according to the highest ethical standards which exist in regards to patient and financial data and the systems that process such information. Background checks will include, but are not limited to, reference checks and criminal checks.
UC reserves the right to perform additional background checks on Temporary Staff providing Services, and to require Temporary Staff to be fingerprinted for such purpose.

CONSENT FOR FILM, PHOTOGRAPHY, VIDEO

Supplier will obtain such consent forms in accordance with all UC policies, including [Buyer: insert campus policy, if applicable] regarding Photography and Filming. Supplier will obtain consent forms from all parties before filming, using the UC consent form provided to Supplier. UC retains ownership of all such recordings.

CREATIVE SERVICES

Compensation. It is understood that UC will make best efforts to secure adequate funding to mount the Exhibition. If funding is not received, however, Supplier understands that UC may inform Supplier that the Services will not go forward and that compensation will be pro-rated based on the Services that Supplier has provided up to the date UC terminates the Services.
[Buyer: May want to include the following in Statement of Work]
Supplier warrants that the Services are original and have not been published before and that Supplier has not granted, pledged, or assigned rights to the Services to others; and that Supplier has the power to enter into the Agreement.
Supplier understands and agrees that the final decision as to how many and which of the submitted photographs or drawings are used in the Services resides with UC.
Supplier agrees to give UC non-exclusive, worldwide rights to reproduce the field photographs in the Services in all editions, including foreign-language editions produced by or for other Exhibition venues. Supplier also agrees to give UC and other exhibition venues the rights to use Supplier’s field photographs or drawings in the Exhibition and for non-commercial education, publicity, promotional, and archival purposes, including without limitation on its Web site in any media now existing or later developed.
If a photograph was taken by a photographer other than the Supplier, then Supplier must submit written proof that Supplier has permission of the photographer or artist to reproduce the image in question in the Services in accordance with all the terms of the Agreement.
Supplier will undertake the following tasks relating to the Exhibition: [insert]

EVENTS – GENERAL

UC Obligations. UC agrees to be responsible for staffing the venue for the performance described above and for the necessary set-ups (including lights and stage arrangements completed, to the extent possible to have done so, prior to Supplier’s arrival at the aforementioned venue), technical run through, and rehearsals.
Total time in the venue will be limited to __ hours. Should additional time be required, Supplier will pay UC for space, staff and equipment usedduringtheadditional time.IfSupplier arrives morethan thirty (30)minuteslate formutually agreedupontime ofcrew call, Supplier will be liable for cost ofidle crew.
UC will provide anon-unioncrewadequatetohandlecustomaryandtraditionalback-of-thehouseneedsofSupplier.ShouldSupplier demandback-of-houseservicesinexcessofcustomary needs, asUC will determineinits sole discretion, UC may either refuse compliance or, after due notice, charge Supplier for additional costs arisingfrom compliance withSupplier's demands.
UC will provide suchstageequipment,includinglightingandsoundsystem,asmay beinthepossessionoftheUC location andreadily availableforuse.UC will charge Supplier the cost of Supplier’s additional stageequipment requirements nolater thansixweeks followingthe performance.
Tickets, the sale of tickets and ticket takers. [Add]
House programs. [Add]
Supplier Obligations. Supplieragrees toprovideat Supplier'scost andexpensesuchservices equipment,informationandmaterialsasarelistedbelow:
TransportationtoandfromUC (or ______Airport)forSupplier andall ofSupplier'sbaggageandequipment.
All lodging,meals,salaries,andexpensesforSupplier'sengagement at UC.
Promotional andprogram material,asspecifiedin the Agreement. UC reserves the right toedit all promotional and programcopy submitted by Supplier.
ShouldSupplier fail todelivertheServicesby thespecified date(s), UC will notify Supplier orAgent ofsuchfailure. Unless delivery ofthe Service is made withinsevencalendardaysfollowingreceipt of said notice, UC will deductfromthecompensationspecifiedhereinanamountequaltoonepercentofthatcompensationforeach sevendays ofdelinquency commencing aftertheabovecitedsevenday period.
Ticket Prices. UC will determine thepricesoftickets fortheperformance.
Music License Fees. UC will pay all musiclicensefeesrequiredby ASCAP,SESAC,and BMI.
Anticipatory Breach. Intheeventthat aftertheexecutionofthe Agreement,(a) Supplier or Agent indicates or states that Supplier orany othermemberofSupplier'stravelingcomponent deemedby UC tobematerial totheperformance hereunderis unwillingorunabletoappearorpresenttheperformance,andsuchfailureisnotexcusableunder the Agreement, or(b)ifSupplier orany authorizedagent ofSupplier takesany voluntary actionwhich,inUC's discretion,rendersimpossiblesubstantial performanceofSupplier'scontractual dutieshereunder,thenUC may cancel theperformanceorany portion(s)thereofandSupplier will pay forany andall costs,expenses,damages,andclaims arisingfromsuchcancellation. Suchcancellationwill be without prejudicetoUC's other rightsandremedieshereunder. Anybreachoranticipatory breach of this agreement by Supplier will be deemed a material breach.

EVENTS – COMPLIMENTARY TICKETS

UC will be the only party authorizedtoissue complimentary tickets tothe performance describedherein. Amaximumoffourcomplimentaryticketsforeachperformance will be available to Supplier. Supplier must notify UC onthedispositionofsuchtickets nolaterthannoonontheday ofperformance. IfUC does not receive such notice, UC may release the tickets for general sale.

EVENTS – EXCLUSIVE PERFORMANCES

Supplier agrees not to accept any other engagement of any sort or kind between the issuance of the Agreement and date(s) of performance per the Agreement and within a radius of __ miles from UC without UC’s express written permission.
Intheeventofanysuchunauthorizedperformance,theperformancedescribedhereinabove,or any portionorportionsthereof,may becanceledby UC, andthecancellationwill bewithout prejudicetoUC's other rightsandremediesthereunder.

EVENTS – PROMOTIONAL AND PROGRAM MATERIAL

Supplier Obligations. Supplieragrees toprovideat Supplier'scost andexpense promotional andprogram material,asspecifiedin the Agreement. UC reserves the right toedit all promotional and programcopy submitted by Supplier.

EVENTS – REPRODUCTION OF PERFORMANCE

UCagreestoprevent,tothebestofitsability,thephotographing,filming, broadcasting,recordingorreproductionby radio,television,or any otherdevice,oftheperformancedefinedhereinaboveorof any portionorportionsthereof,withoutwrittenpermissionofSupplier. Conversely, UC’s writtenpermission willberequiredfor any photographing,filming,broadcasting,recordingorreproduction by radio,television,orany otherdeviceoftheperformance definedhereinabove,orofany portionorportionsthereof,by Supplier,Supplier'sagent,orany otherperson.

EVENTS – SALE OF SOUVENIRS

Supplier may sell souvenirprograms,records,orany otherSupplier souvenirinthelobby ofthe performance facility if written permissionis obtainedfromUC nolater thanseven days prior tothe performance. UCreservestherighttowithholdapprovalforsuchsales.Ifapprovalisgranted,Supplierwill pay UC ___ percent of the gross souvenir sales within one hour following completion of the performance. Supplier must provide UC with access to souvenir inventory and sales records. UC may provide personnel for the selling of souvenirs, at a charge of $____ per hour, if Supplier requests such services in writing by Supplier no later than seven days prior to the performance.

FAIR WAGE/FAIR WORK

[Buyer: the following clause must be used in the RFx when services will be performed at one or more UC campuses and/or medical centers. Exceptions: 1) the services involve furnishing goods; 2) are a Public Work with a wage determination at or above the UC Fair Wage (defined as $13 per hour as of 10/1/15, $14 per hour as of 10/1/16, and $15 per hour as of 10/1/17); or 3) are subject to extramural agreements (including sub-agreements and subcontracts) containing sponsor-mandated terms and conditions.]
Language for RFx:
Supplier will be required to agree to the UC Fair Wage/Fair Work provision in UC’s Terms and Conditions of Purchase. This provision requires supplier to warrant that it is in compliance with applicable workplace requirements; topay no less than the UC Fair Wage to employees who perform the Services ($13 per hour as of 10/1/15, $14 per hour as of 10/1/16, and $15 per hour as of 10/1/17); to be subject to interim audits by UC in this regard; and in the case of services that exceed $100,000 per year, annually to certify completion of an independent audit of compliance with the UC Fair Wage/Fair Work provision. Annual audits may be performed by supplier’s independent auditor or independent internal audit department in compliance with UC’s required audit standards and procedures. By way of illustration, UC would consider firms listed in Inside Public Accounting’s most recent annual ranking of the 200 largest accounting firms to be acceptable independent auditors (
Language for Purchase Order if Fair Wage does not apply and there will be no Agreement other than the T&Cs:
Supplier is not required to pay the UC Fair Wage when providing the Services.
Language to inform Supplier that existing agreement must be amended to comply with Fair Wage:
Because your agreement with UC is being amended or extended on or after October 1, 2015, UC policy requires us to add UC’s Fair Wage/Fair Work provision to the agreement. Attached is a proposed amendment to our agreement, incorporating the Fair Wage/Fair Work provision. Please return the signed amendment to me no later than [date]. If we do not receive a signed amendment by this date, it may be necessary for UC to terminate the agreement. Please don’t hesitate to contact me if you wish to discuss this.
Language to remind Supplier of annual audit requirement:
As required in our agreement, supplier must provide an annual independent compliance audit performed by supplier’s independent auditor or independent audit department in compliance with UC’s required audit standards and procedures. These standards and procedures may be found at [insert link]. Supplier is required to provide an audit certification form within 90 days of the agreement’s anniversary date, which is [date]. The form may be found at [insert link]. Please return the completed audit certification to my attention no later than [anniversary date plus 90 days]. If we do not receive a completed amendment by this date, it may be necessary for UC to terminate the agreement. Please don’t hesitate to contact me if you wish to discuss this.

HOTELS

UC Liability for Its Subcontractor’s Acts or Omissions. UC may desire to utilize the services of a subcontractor (“Subcontractor”), typically for audio-visual services, while on site at Supplier’s property. UC Regental policy prohibits UC from indemnifying Supplier for the actions of third parties. UC will notify Supplier of its intent to utilize a Subcontractor. Upon request by Supplier, UC will include in its own agreement with Subcontractor that Subcontractor will defend, indemnify, and hold Supplier, and UC and its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of the Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Subcontractor, its officers, employees, or agents. Upon request by Supplier, UC will obtain from Subcontractor evidence of Subcontractor’s insurance.
Planner Points or Incentives. In the event that any function booked at Supplier’s property is eligible for Meeting Planner Points, such Points will not be credited to any individual Planner’s account but rather will be either (a) credited to UC or (b) will take the form of a gratuity (upgrade, complimentary meeting room, etc.) to be utilized during the Services. Under no circumstances will any individual receive Points or gratuities specifically designated for that individual’s use (room service, room upgrades, future discounts, etc.).

INDEMNITY – FROM UC TO SUPPLIER