Contractor shall not assign, delegate, or transfer any of its duties, rights, or interests under this Purchase Order without the prior written consent of the District. The District may withhold such consent for any or no reason.

The District and Contractor are the only parties to this Purchase Order and are the only parties entitled to enforce its terms. Nothing in this Purchase Order provides any benefit or right, directly or indirectly, to third parties unless they are individually identified by name in this Purchase Order and expressly described as intended beneficiaries of this Purchase Order.

This Purchase Order shall bind and inure to the benefit of the parties, their successors, and approved assigns, if any.

Any price or cost adjustments by the Contractor are prohibited. Pricing must be held firm for the duration of the Purchase Order. Prices shall not include excise tax or any State or Federal tax.

All items delivered shall conform to the Specifications and shall be in first class condition. Acceptance by the District shall be subject to inspection and approval. In the case of conflict between the Specifications and these Standard Terms and Conditions, the Specifications shall prevail. The apparent silence of the Standard Terms and Conditions and Specifications as to any detail or the apparent omission of a detailed description concerning any point shall be regarded as meaning that only best commercial practice is to prevail and that only items manufactured with material and workmanship of first quality are to be supplied. All items delivered shall be of identical style, quality and appointments as those offered to the trade in general during the course of the model year. All items delivered shall be new current models, free and clear of all liens and encumbrances. Unless otherwise provided in the Specifications items shall, where appropriate, be prepared for delivery to and use by the District by a factory-franchised agent. Each item delivered shall be accompanied by all pre-delivery inspection sheets, coupons, certificates, descriptive literature, warranty cards and information provided by the manufacturer and furnished to the trade in general. All such documents shall be properly completed and signed in accordance with industry standards. All items required by the Specifications to be UL listed shall indicate the current UL listing on the item. All items that are required by the Specifications to have any other certification shall indicate that certification on the item or in the accompanying documentation.

Contractor warrants all Goods delivered to be free from defects in labor, material and manufacture and to be in compliance with the specifications set out in this Purchase Order. All implied and express warranty provisions of the UCC are hereby incorporated by reference. Further, Contractor represents and warrants to that Contractor has the power and authority to enter into and perform this Purchase Order and that this Purchase Order, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms. All items delivered shall carry either the standard manufacturer's warranty and service policy providing that warranty work will be performed by any authorized manufacturer's dealer, or if specified in the Specifications, the warranty and service policy called for in the Specifications. In addition, unless otherwise noted in the Specifications, the warranty and service policy indicated above shall include the following terms and conditions:

There shall be no distance or time limitations, not applicable to the trade in general, on either standard or extended warranty and labor. All franchised or authorized dealers of the item shall honor warranty. Warranty maintenance requirements, when performed by the District, shall be acceptable to dealer when said work performance meets or exceeds the dealer certification requirements. The District shall provide evidence of such work performance upon request, as required by the manufacturer. Any extended warranty period customarily granted shall be made available to the District at no additional cost, and the District shall be advised of all product recalls on all or any part of the item at no additional cost. All product recall information, replacement parts and labor, shall be provided to the District as soon as available to dealer.

Contractor agrees to accept for credit, repair, or replacement, at not charge, any items received defective by the District or proven defective during the agreed warranty period and to be responsible for ALL transportation costs for return thereof to the Contractor and, when repair or replaced, the return thereof to the District.

Shipment of the Goods shall be made in the quantities and at the time or times specified on the purchase order or in supplementary documents furnished by the District. Time is of the essence for this Agreement and failure to deliver the Goods within the time specified on the PO shall constitute a default. If at any time Contractor has reason to believe that deliveries will not be made as scheduled, Contractor shall immediately provide the District with written notice setting forth the cause or causes of the anticipated delay. Late deliveries, deliveries of Goods which are defective or which do not conform to the PO, and failure to provide the District, upon request, with reasonable assurances of future performance shall be causes allowing the District to terminate the Agreement for cause, and Contractor shall be liable for all damages to the District by reason of such events that caused termination. Should the actual delivery date be later than the delivery date specified in the PO through no fault of the District, Contractor shall pay the difference between the cost of standard shipping and the cost of premium transportation. Unless otherwise specified, all goods are to be shipped prepaid FOB destination.

Goods furnished under this Purchase Order shall be subject to inspection and test by the District at times and places determined by the District. If the District finds Goods furnished to be incomplete or not in compliance with the Purchase Order, the District, at its sole discretion, may either reject the Goods, require Contractor to correct any defects without charge, or negotiate with Contractor to sell the Goods to the District at a reduced price, whichever the District deems equitable under the circumstances. If Contractor is unable or refuses to cure any defects within a time deemed reasonable by the District, the District may reject the Goods and cancel the Purchase Order in whole or in part. Nothing in this paragraph shall in any way affect or limit the District’s rights as buyer under the Uniform Commercial Code, including the rights and remedies relating to rejection under ORS 72.6020 and revocation of acceptance under ORS 72.6080.

The Contractor shall perform such additional work as may be necessary to correct errors in the work required under this Purchase Order without undue delays and without additional cost.

Contractor shall notify the District before using any products containing hazardous materials to which the District employees, students, or the general public may be exposed. Products containing hazardous materials are those products defined by Oregon Administrative Rules, Chapter 437. Upon District request, Contractor must immediately provide Material Safety Data Sheets to the District for all materials subject to this provision. Any product for use in the classroom shall conform to all applicable laws.

For the goods and services provided under this Purchase Order, Contractor shall comply with all federal, state, and local laws applicable to public contracts and the work done under this Purchase Order, and with all regulations and administrative rules established pursuant to those laws.

The Contractor shall defend, indemnify, and hold harmless (“Indemnification”) to the District, its officers, directors, employees, and agents from and against all liabilities, losses, expenses, claims, actions, or judgments (including attorney fees) recovered or made against the District for any damage, injury, or death to persons or damage to property caused by the negligent or intentional acts or omissions of Contractor, its officers, employees, agents, or subcontractors related to Contractor’s performance under this Purchase Order. Contractor’s Indemnification extends to conditions created by this Purchase Order or based upon violation of any statute, ordinance, or regulation. This provision is in addition to any common law or statutory liability and indemnification rights available to the District. Contractor’s Indemnification of the District shall not apply to damage, injury, or death caused by the negligent actions of the District, its officers, directors, employees, or agents. The District must promptly notify Contractor in writing of any such claim or demand to indemnify and shall cooperate with Contractor in a reasonable manner to defend such claim.

If indicated on the cover of the Request for Quote, insurance shall be applicable to this purchase. Contractor shall furnish Certificate(s) of insurance to the District within five (5) business days upon receipt of the Purchase Order. The insurance coverage required under this Order shall be obtained from acceptable insurance companies or entities. The Contractor shall be financially responsible or all deductibles, self-insured retention, and/or self-insurance included hereunder. The Commercial General Liability insurance coverage required for performance of the Order shall include Oregon City School District, its officers, directors, employees, and agents as Additional Insured but only with respect to the Contractor’s activities to be performed under this contract. This purchase order is only valid if Insurance, and Certificates, are obtained as described in the section.

Waiver of any default or breach under this Purchase Order by the District does not constitute a waiver of any subsequent default or a modification of any other provisions of this Purchase Order. If any term or provision of this Purchase Order is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Purchase Order did not contain the particular term or provision held invalid.

The parties agree that Oregon law will govern any dispute related to this Purchase Order, and any litigation arising out of the Purchase Order shall be conducted in courts located in Clackamas County, Oregon.

Both parties agree that no person shall be subject to unlawful discrimination based on race; color; gender; age; religion; national origin; U.S. military veteran status; marital status; sexual orientation; disability; source of income; or political affiliation in programs, activities, services, benefits, or employment in connection with this Purchase Order. The parties further agree not to discriminate in their employment or personnel policies.

The Contractor shall obtain and hold all necessary permits and licenses, which may be required to provide the goods and services under this Purchase Order.

Rights under UCC. These terms and conditions are not to be construed as exclusive remedies or as a limitation upon rights or remedies that may be available under Oregon Law, including ORS Chapter 71-83, Uniform Commercial Code.

The District may terminate this agreement effective upon delivery of written notice to the Contractor, or at such other date as may be established by the District.

The Contractor agrees that in the event suit is instituted by the District for any default or breach on the part of the Contractor, the Contractor shall pay the District all costs and expenses expended or incurred by the District in connection therewith, and reasonable attorney fees at trial or on appeal.

This Contract is not intended and nothing contained herein shall be construed to create the relationship of agent, employee, partnership, joint venture, or association between the District and Contractor, but is rather an agreement between independent parties, these being the District and Contractor.

The District shall not be liable for any failure of or delay in performance for the period that such failure or delay is beyond the reasonable control of the District materially affects the performance of any of its obligations under this agreement including but not limited to Acts of God, nationwide or global pandemics, fire, flood, explosion, earthquake, or other natural forces, war, civil unrest, accident, any strike or labor disturbance, or any other event similar to those enumerated above.

Contractors hired into a position having direct, unsupervised contact with students certify that they have undergone a nationwide criminal records check and fingerprinting.

In the event of any inconsistency between these terms, the Solicitation/Request, Response, and any resulting Contract, the language of the documents will control in the following order: Contract, Solicitation/Request, these terms, and Response.

The novel coronavirus (“COVID-19”), has been declared a worldwide pandemic by the World Health Organization. COVID-19 is extremely contagious and is believed to spread mainly from person-to-person contact. As a result, federal, state, and local governments and federal and state health agencies have provided orders, regulations, and guidance regarding COVID-19. The Contractor understands the hazards of COVID-19 and is familiar with the Centers for Disease Control Prevention (“CDC”) guidelines; and federal, state, and local orders regarding COVID-19. The Contractor acknowledges that it understands the circumstances regarding COVID-19 and will take all necessary precautions as provided by the CDC and federal, state, and local governments. The Contractor shall indemnify, defend, and hold harmless NCSD from and against any and all claims, demands, lawsuits, judgments, losses, or expenses of any nature arising out of the Contractor’s failure to follow the CDC, federal, state, or local orders or guidance regarding COVID-19 and that leads to, directly or indirectly, the infection of COVID-19 or any other illness or injury related to COVID-19. OCSD may terminate this Agreement immediately and without notice if it is found that the Contractor has failed to follow any regulations, orders, or guidance as provided by the CDC and federal, state, and local governments.

The Oregon City School District seeks to prevent child abuse and sexual harassment by committing to: Teaching students about appropriate boundaries and relationships (in coordination with curriculum); Training all employees regarding child abuse and sexual conduct, and clearly communicating responsibilities and procedures; making this training available to parents, community members, contractors and volunteers; and promptly and thoroughly investigating any reports or complaints of abuse or sexual conduct. Please see buttons at the top of this page for reporting requirements for third parties and Board Policies for additional notice, which are all hereby incorporated by reference.