Combined Terms and Conditions.docx

Weber School District’s CNP General Terms and Conditions The following General Terms and Conditions shall apply to all purchases by or on behalf of Weber School District unless specifically provided otherwise on the front of this document:

1 Definitions: The following terms shall have the meanings set forth below:

a) “Confidential Information” means information that is deemed as confidential under, or protected by applicable state and federal laws, including personal information, student data, and all related metadata. The District reserves the right to identify, during and after this Contract, additional reasonable types of categories of information that must be kept confidential under federal and state laws.

b) “Contract” means the Contract Signature Page(s), including all referenced attachments and documents incorporated by reference. The term “Contract” may include any purchase orders that result from this Contract.

c) “Contract Signature Page(s)” means the cover page(s) that the District and Contractor sign.

d) “Contractor” means the individual or entity delivering the Services identified in this Contract. The term “Contractor” shall include Contractor’s agents, officers, employees, and partners.

e) “District” means the Weber School District, in its entirety, including its schools, divisions, departments, authorities, instrumentalities, boards, elected or appointed officers, employees, agents, and authorized volunteers.

f) “Proposal” means Contractor’s response to the District’s Solicitation.

g) “Services” means the furnishing of labor, time, or effort by Contractor pursuant to this Contract. Services include, but are not limited to, all of the deliverable(s) (including supplies, equipment, or commodities) that result from Contractor performing the Services pursuant to this Contract. Services include those professional services identified in Section 63G-6a-103 of the Utah Procurement Code.

h) “Solicitation” means the documents used by the District to obtain Contractor’s Proposal.

i) “Subcontractors” means subcontractors or subconsultants at any tier that are under the direct or indirect control or responsibility of the Contractor, and includes all independent contractors, agents, employees, authorized resellers, or anyone else for whom the Contractor may be liable at any tier, including a person or entity that is, or will be, providing or performing an essential aspect of this Contract, including Contractor’s manufacturers, distributors, and suppliers.

2 Acceptance of Contract: Orders are the District’s offer to purchase the goods and/or services described on Purchase Orders. The District’s placement of orders is expressly conditioned upon Vendor’s acceptance of ALL the terms and conditions contained on or attached to any purchase order.

Bidder must be fully acquainted with terms and conditions relating to the performance of the Awarded Contract. Failure or omission of Bidder to be familiar with existing conditions shall in no way relieve the Bidder of obligation with respect to the Awarded Contract.

3 Tax Exemption: Weber School District is tax exempt, ID # 12024213-010-STC. The tangible personal property or services being purchased are being paid from District funds and used in the exercise of that entity’s essential functions. If the items being purchased are construction materials, they will be converted into real property by employees of the District, unless sales tax is included as a separate line item on any purchase order.

4 Cancellation or Revision: Purchase Orders may be changed, revised or canceled only by the Purchasing Department in written form, delivered to the Vendor.

5 Amendments: No agreement or understanding to modify this contract shall be binding upon the District unless in writing and signed by the District’s authorized agent. All specifications, drawings, and data submitted to the Vendor with orders are hereby incorporated and made a part hereof.

6 Delivery: All prices must be F.O.B. Destination Freight Prepaid. Deliveries are to be shipped directly to the address indicated on the Contract and include the Purchase Order number on all packing slips, invoices, or bills of lading. Time is of the essence on this contract. If completed deliveries are not made at the time agreed, the District reserves the right to cancel and/or purchase elsewhere on the open market and hold the Vendor accountable. If delivery dates cannot be met, Vendor agrees to advise the District, in writing of the earliest possible shipping date for acceptance by the District.

7 Risk of Loss: Regardless of F.O.B. point, Vendor agrees to bear all risk of loss, injury, or destruction of goods and materials ordered herein, which may for any reason occur prior to acceptance by the District. No such loss, injury, or destruction shall release Vendor from any obligations hereunder.

8 Inspection: Goods and material must be properly packaged. Damaged goods and materials will not be accepted, or if the damage is not readily apparent at the time of delivery, the goods shall be returned at no cost to the District. The District reserves the right to inspect the goods at a reasonable time, not to exceed 30 days, subsequent to delivery where circumstances or conditions prevent effective inspection of the goods at the time of delivery.

9 Non-Waiver of Rights: No failure of either party to exercise any power given to it hereunder or to insist upon strict compliance by the other party with its obligations hereunder, and no custom or practice of the parties at variance with the terms hereof, nor any payment under this agreement shall constitute a waiver of either party’s right to demand exact compliance with the terms hereof.

10 Compliance with Laws: The Vendor certifies that in performing this contract they will comply with all applicable provisions of the federal, state and local laws, regulations, rules and orders.

11 Laws Governing: This Contract shall be governed by and construed according to the laws of the State of Utah. The parties will submit to the jurisdiction of the courts of the State of Utah for any dispute arising out of this Contract or the breach thereof. Venue shall be in Ogden City, in the Second Judicial Court for Weber County.

12 Payment Terms: Weber School District’s payment terms are net 30. Cash payment term discounts offered are taken. This payment will be calculated based on the invoice receipt date or delivery date, whichever is later.

13 Payment: All invoices shall be remitted to the Director of Finance at Weber School District, preferably emailed to: cnp@wsd.net or faxed to 801-476-7952 or mailed to 955 West 12th Street, Ogden, UT 84404, and must include the District’s purchase order number, vendor’s name and phone number, and clearly list quantities, item descriptions and units of measure. If invoices are sent to any other email, fax number, or address, the District will not be responsible for payment until sent to the Director of Finance.

14 Warranty: The Vendor warrants to the District that all goods and services furnished hereunder will conform in all aspects to the terms of orders, including any drawings, specifications or standards incorporated therein, and will be free of defects in materials, workmanship, and free from such defects in design. In addition, Vendor warrants the goods and services are suitable for and will perform in accordance with the purposes for which they were intended. Vendor shall indemnify, defend and hold District harmless from any damages to property or personal injuries resulting from or reasonable attributable to any defects in goods or services provided by Vendor hereunder

15 Non-Appropriation of Funds: The Vendor acknowledges that Weber School District cannot contract for the payment of funds not yet appropriated by the District Board of Education. If funding is not appropriated or is reduced after being appropriated, the District may terminate this contract or proportionately reduce the services and purchase obligations and the amount due from the District upon 30 days written notice. In the case that funds are not appropriated or are reduced, the District will reimburse the Vendor for products delivered or services performed through the date of cancellation or reduction, and the District will not be liable for any future commitments, penalties, or liquidated damages.

16 Default and Remedies: If Bidder fails to comply with any of the terms and conditions of the Awarded Contract; the District has the option to send Bidder a ten (10) business day Notice to cure the defect or breach. In the event of nonconformity, the District may, at its option, cancel the Awarded Contract. The remedies of the District are cumulative, and additional to any/or other further remedies provided by law. No waiver of any breach shall constitute a waiver of any other breach.

Any of the following events will constitute cause for Weber School District to declare Vendor in default of the Contract: 1) Nonperformance of contractual requirements; 2) a material breach of any term or condition of this Contract. The District will issue a written notice of default providing a ten (10) day period in which Vendor will have the opportunity to cure. Time allowed for cure will not diminish or eliminate Vendor’s liability for damages. If the default remains, after Vendor has been provided the opportunity to cure, the District may do any or all of the following: 1) Exercise any remedy provided by law; 2) Terminate this Contract; 3) Impose liquidated damages, if liquidated damages are listed in the contract; 4) Suspend Vendor from receiving future solicitations.

17 Force Majeure: Neither party shall be liable in damages or have the right to terminate the Awarded Contract for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected. Weber School District may terminate this Contract after determining such delay or default will reasonably prevent successful performance of the Contract.

18 Conflict of Terms: Vendor Terms and Conditions that apply must be in writing and expressly approved in writing by the Weber School District Purchasing Agent. No other Terms and Conditions will apply to this Contract, including terms listed or referenced on a Vendor’s website, quotation/sales order, etc. In the event of any conflict in the contract terms and conditions, the order of precedence shall be: 1. Weber School District Purchase Order General Terms and Conditions; 2. Weber School District Additional Terms and Conditions; 3. Vendor terms and conditions, if applicable.

19 Insurance: Bidder shall maintain all necessary and proper insurance for the duration of the work to be performed, including Comprehensive General Liability Insurance and Property Damage Insurance, Workers Compensation Insurance, Employer’s Liability Insurance, and Automobile Liability Insurance. Should any required insurance be canceled before the expiration date, the issuing company will mail 30-days written notice to the District.

20 Debarment: Bidder attests that it is not debarred from participating in federal procurements. The District reserves the right to cancel this Contract if Vendor is presently, or is in the future, on the list of parties excluded from federal procurements.

21 Waiver: No claims or rights arising out of a breach of the Awarded Contract(s) can be discharged in whole or part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party.

22 Right to Assurance: Whenever one party to the Awarded Contract, in good faith, has reason to question the other party’s intent to perform in accordance with the terms and conditions of the Awarded Contract, the questioning party may demand that the other party provide written assurance of intent to perform. In the event a demand is made and no written assurance is given within five (5) days, the demanding party may treat the lack of response and subsequent failure as an anticipatory repudiation of the Awarded Contract.

23 Inspection of Public Records: All information received from Bidder(s) shall be subject to inspection once the bid is awarded under Utah Public Records Law.

24 Recordkeeping: Any and all documents, books, records, invoices, and/or quotations of the Districts’ purchase shall be made available, upon demand, in an easily accessible manner for a period of at least three (3) years from the end of the Awarded Contract term (including renewals to which they pertain and after all other pending matters are closed, for audit, examination, excerpts and transcriptions by the District, State, and Federal representatives and auditors in accordance with federal regulations. Selected Bidder(s) must ensure that any such records held by a subcontractor are likewise subject to these provisions.

25 State and Federally Required Contractual Provisions: Bidder Must have obtained, and will continue to maintain during the entire term of the Awarded Contract, all permits, approvals or licenses necessary for lawful performance of its obligations under the Awarded Contract. In addition, Bidder is responsible to abide by all when providing services under the Awarded Contract.

26 Equal Employment Opportunity: Bidder shall comply with E.O. 11246, Equal Employment Opportunity, as amended by E.O. 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and as supplemented by regulations at 41 CFR Part 60, Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.

27 Clean Air Act and Energy Policy and Conservation Act: Bidder shall comply with Section 306 of the Clean Air Act (42 USC 1857 (h)), Section 508 of the Clean Water Act (33 USC 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15), as applicable, as well as the Energy Policy and Conservation, Pub. L. 94-163, 89 Stat. 871, and any related state energy laws, as applicable. Bidder shall report all violations to the District and to the relevant federal or state agency as appropriate.

28 Indemnify and Hold Harmless: Bidder shall indemnify, defend and hold harmless the District, its directors, officers, employees, and agents from and against and all liability, damages, losses and expenses (including reasonable attorneys’ fees and costs) which arise out of Bidder’s negligence, breach or other performance of the Awarded Contract, or violation of any law or right of third party, or that of Bidders” employees, subcontractors, or agents. Bidder will comply with all laws relating to intellectual property, will not infringe on any third party’s intellectual property rights, and will indemnify, defend and hold harmless the District and its directors, officers, employees, and agents from and against any claims for infringement of any copyrights, patents, or other infringements of intellectual property rights related to its activities under the Awarded Contract.

(1) Bidder agrees to notify the District by certified mail return receipt request, or by overnight courier immediately upon knowledge of any claim, suit, action or proceedings

(2) Such indemnification obligations shall not be construed to negate, abridge, or otherwise reduce any other right or obligations to indemnify, which would otherwise exist as to any party or person.

29 Material Safety Data Sheets:

Proper Safety Data Sheets, in compliance with OSHA’s Hazard Communication Standard, must be provided by the Vendor to the District at the time of purchase.

30 Buy American: Bidder will comply with the Buy American requirement, which dictates that School’s participating in the federal school meal programs are required to purchase domestic commodities and products for School meals to the maximum extent practicable. Domestic commodity or product means an agricultural commodity that is produced in the U.S. and a food product that is processed in the U.S. substantially (at least 51 percent) using agricultural commodities that are produced in the U.S. (7CFR210.21, 220.16).

31 Food Laws: Bidder shall operate in accordance with all applicable laws, ordinances, regulations and rules of Federal, State and Local authorities, including but not necessarily restricted to a Hazard Analysis and Critical Control Point (HACCP) plan. District may inspect Bidder’s facilities and vehicles.

32 Food Recall: Bidder shall comply with all Federal, State and Local mandates regarding the identification and recall of foods from the commercial and consumer marketplace. Bidder shall have a process in place to effectively respond to a food recall; the process must include accurate and timely communications to the District and assurance that unsafe products are identified and removed from District/School sites in an expedient, effective and efficient manner. Bidder shall maintain all paperwork required for immediate and proper notification of recalls for full and split cases.

33 Biosecurity: Bidder must have a written policy regarding biosecurity and the food supply, in accordance with Bioterrorism Act 202 under the U.S. Department of Health and Human Services, Food and Drug Administration and under the USDA, Food Safety and Inspection Service.

34 The Bidder shall comply with all other pertinent State and Federal laws.

(Adopted October 2022) image1.gif