Offer and Acceptance. If the Purchase Order (“P.O.”) refers to the Vendor’s bid/quotation, then the P.O. is an acceptance of Vendor’s offer to sell. If no bid/quotation is referenced, the P.O. is an offer to buy subject to the Vendor’s acceptance, which may be demonstrated by Vendor’s performance of the P.O. or by formal acknowledgement. Any counter offer by vendor with respect to the P.O., including but not limited to these terms and conditions, shall be construed as a cancellation of the P.O. unless Harrison School District 2 (“HSD2”) issues a written modified Purchase Order accepting the counter offer.
Changes. In order to be effective, any change in the goods, services, quantity, price, time of delivery, or any other specification in the P.O. must be reflected in a modified HSD2 Purchase Order. All goods received and services performed under the P.O. are subject to these terms and conditions notwithstanding any terms and conditions that may be contained in any invoice, bill of sale or other document from Vendor, to which HSD2 objects unless otherwise agreed in writing.
Delivery. Unless otherwise agreed in writing by HSD2, delivery shall be F.O.B. destination with all transportation and handling charges paid by Vendor. HSD2’s acceptance of any offer is made in reliance on Vendor’s promised delivery date and/or installation or service performance time, as material and basic to the acceptance. Time is of the essence in Vendor’s performance under the P.O. If Vendor fails to deliver as and when promised HSD2 may, without liability and in addition to its other rights and remedies at law or in equity, cancel the P.O. by notice effective when received by Vendor as to goods not yet delivered and services not yet rendered, and purchase substitute goods or services elsewhere and charge Vendor with any loss incurred.
Inspection. Payment for the goods and/or services furnished under the P.O. shall not constitute acceptance thereof. HSD2 shall have the right to inspect such goods and the product of such services, and to reject any or all of which are in HSD2’s judgment defective or nonconforming. In addition to HSD2’s other rights, goods rejected and goods supplied in excess of quantities specified in the P.O. may be returned to Vendor at Vendor’s expense. HSD2 may charge Vendor all expenses of unpacking, examining, repacking and reshipping such goods. In the event HSD2 receives goods whose defects or nonconformity is not apparent upon examination, HSD2 may require replacement and/or payment of damages upon discovery of the defects or nonconformity. Nothing contained herein shall relieve, in any way, Vendor from the obligation of testing, inspection, and quality control.
Warranties. Vendor warrants that all goods and/or services furnished under the P.O. shall conform to HSD2 specifications and to industry standards, and shall be free from defects in material and workmanship. Vendor warrants that all goods and/or services furnished under the P.O. shall be merchantable, and shall be safe and appropriate for the purpose for which goods and/or services of like kind are normally used. Vendor warrants that all goods furnished under the P.O. shall be new unless otherwise specified by HSD2. Vendor agrees to promptly replace or correct defects in any goods or services not conforming to the foregoing warranties without expense to HSD2, provided HSD2 elects to allow Vendor the opportunity to do so. In the event of Vendor’s failure to promptly replace or correct defects in nonconforming goods or services, HSD2 may, after reasonable notice to Vendor, replace such goods and services or make such corrections and charge Vendor its costs incurred therefor.
Termination. HSD2 may terminate the P.O. or any part thereof in the event of any default by Vendor, including but not limited to Vendor’s failure to comply with any of these terms and conditions. Failure to deliver goods or services on time, deliveries of goods or services that are defective or that do not conform to the P.O., and failure to provide HSD2, upon request, reasonable assurances of future performance shall all be separate grounds for HSD2 to terminate the P.O. In the event of P.O. termination, HSD2 shall not be liable to Vendor for any amount, and Vendor shall be liable to HSD2 for any and all loss and damages sustained by reason of the default giving rise to the termination.
Tax Exemption. HSD2 is exempt from federal and state taxes under Colorado Tax Exempt Number 84-6001175.
Prices. Vendor agrees to furnish the goods and/or services covered by the P.O. in strict accordance with HSD2’s specifications and at the price noted for each item. In case of error in extension, the unit price shall prevail. If the price is omitted on the P.O., Vendor’s price shall be the lowest prevailing market price.
Assignment and Subcontracting. No part of the P.O. may be assigned or subcontracted without the prior written consent of HSD2.
Safety. All chemicals, equipment and materials proposed and/or used by Vendor in satisfaction of the terms of the P.O. shall conform to the standards required by the U.S. Department of Labor Occupational Safety and Health Administration (OSHA). Material safety data sheets (MSDS) shall accompany each shipment, when applicable.
Indemnification. Vendor shall indemnify and hold harmless HSD2, its elected officials, employees and agents against any and all claims, damages, loss, liability and court awards (including costs, expenses and attorney fees) incurred as a result of any act or omission by Vendor, its employees, agents, subcontractors or assignees arising out of or in connection with the P.O. In the event any goods sold or delivered under the P.O. are covered by any patent, copyright or trademark, or application therefore, Vendor shall indemnify and hold harmless HSD2, its elected officials, employees and agents from any and all claims, damages, loss, liability and court awards (including costs, expenses and attorney fees) incurred as a result of any claims, legal actions or judgments based on the actual or alleged manufacture, sale or use of such goods in violation, infringement or the like of rights under such patent, copyright or trademark, or application therefor.
Governing Law and Venue. All issues regarding the formation, performance and/or legal enforcement of the P.O. shall be governed by and construed in accordance with the laws of the State of Colorado. Venue for the resolution of any disputes arising out of or relating to the P.O. shall be in El Paso County, Colorado.
Independent Contractor. Vendor shall provide any and all services covered by the P.O. as an independent contractor of HSD2, and the persons performing such services shall not be considered employees of HSD2. Vendor shall be exclusively responsible for: (a) all compensation, employment tax withholdings and payments, and all fringe benefits for its employees in full compliance with all applicable federal, state and local laws; (b) all insurance coverages and benefits for its employees in full compliance with all applicable federal, state and local laws, including but not limited to pension or retirement benefits, workers’ compensation, unemployment compensation, and Social Security benefits; and (c) all payments to its contractors and subcontractors for goods and/or services directly or indirectly related to the P.O.
Vendor Obligations Regarding Illegal Aliens. (Note: the terms of this section shall not apply to P.O.s relating to the offer, issuance or sale of securities; investment advisory services or fund management services; research or sponsored projects; intergovernmental agreements; or information technology services or products and services.) Vendor certifies, represents, warrants and agrees that it will not knowingly employ or contract with an illegal alien to provide services under the P.O., and will not enter into a contract with a subcontractor that fails to certify to Vendor that the subcontractor will not knowingly employ or contract with an illegal alien to provide services under the P.O. Vendor also certifies, represents, warrants and agrees that it will confirm the employment eligibility of all Vendor’s employees who are newly hired for employment to provide services under the P.O. through Vendor’s participation in either: (a) the E-Verify Program created under federal law and jointly administered by the Department of Homeland Security and the Social Security Administration; or (b) the Colorado Department of Labor and Employment Program (“Department Program”) established pursuant to C.R.S. § 8-17.5-102(5)(c). Vendor shall not use either the E-Verify Program or the Department Program procedures to undertake preemployment screening of job applicants while the P.O. for services is being performed. If Vendor obtains actual knowledge that a subcontractor providing services under the P.O. knowingly employs or contracts with an illegal alien, Vendor shall notify the subcontractor and HSD2 within three (3) days that Vendor has such actual knowledge, and terminate the subcontract within three (3) days of providing the notice if the subcontractor has not stopped employing or contracting with the illegal alien. Vendor shall comply with any reasonable request made by the Department of Labor and Employment in the course of an investigation undertaken pursuant to the authority of C.R.S. § 8-17.5-102(5). If Vendor participates in the Department Program, it shall: (a) notify HSD2 and the Department of Labor and Employment of such participation as required by law; and (b) within twenty (20) days after hiring an employee to provide services under the P.O., provide to HSD2 a written notarized copy of an affirmation that it has examined the legal work status of such employee, retained file copies of the documents required by 8 U.S.C. § 1324a, and not altered or falsified the identification documents for such employee. Vendor, if a natural person eighteen (18) years of age or older, hereby swears and affirms that he or she: (a) is a citizen of, or otherwise lawfully present in, the United States pursuant to federal law; (b) will comply with the provisions of C.R.S. § 24-76.5-101 et seq.; and (c) has produced one form of identification required by C.R.S. § 24-76.5-103 prior to performing any obligations under this P.O.
Insurance. Any non-District employee person(s) or business(es) performing any work on or using District property, regardless of whether interior or exterior, must have approval from Operations/District leadership, an executed Contract/MOU/Agreement on file, and provide the corresponding Certificate of Insurance and Endorsement as listed below. No work shall commence prior to the above approval being granted in writing and required documents being received in the Risk Management office.
Contracts/MOUs/Agreements must include insurance requirements (to include notice of cancellation and additional insured as listed below) and an indemnification clause which should be reviewed and approved by District leadership and legal counsel. The District must be named as an additional insured on policy, listed as such on certificate of insurance and a copy of endorsement attached showing same.
Exceptions on coverage requirements for smaller projects may be made on a case-by-case basis after review by Operations and Risk Management and approval of District leadership.
General Contractors are required to have a Builders Risk insurance policy or endorsement for new construction/ building footprint change at the same financial levels referenced below. General Contractors are required to have an Installation Floater insurance policy or endorsement for renovation, repair or replacement construction at the same financial level referenced below.
Any non-district employee with direct contact with students shall provide an endorsement to their General Liability insurance policy including coverage for sexual molestation.
The Limits of insurance listed below or any language in an agreement shall not constitute a waiver or modification of the defense, immunities and limitations set forth in the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq., for Harrison School District 2.
Vendor is responsible for contacting the District Risk Management office to ensure proper understanding of the District insurance requirements which may vary depending on the type of service performed.
