Purchase Order Terms

Services

Vendor agrees to perform the services and/or deliver materials and supplies beginning on the date of order and continuing until services are completed or materials and supplies are delivered. Vendor warrants that the services will be completed on or before the end date, and all materials and/or supplies shall be shipped by the date on which delivery is required. Time is of the essence.

Warranty and Title

Vendor warrants that all products shall conform to the description, be of good quality and workmanship, and be free from defects. Vendor further warrants that all goods furnished in connection with any services shall be merchantable and suitably safe and sufficient for the purpose for which they are normally used. Vendor warrants that it has good title to goods supplied hereunder and that they are free of liens and encumbrances. These warranties are in addition to those implied in fact or in law. For further purposes of this agreement, the term “services” shall include goods furnished in connection with the services.

Conflict in Terms, Amendments

When the terms of the contract or agreement or the pre-printed terms on the back of the purchase order conflict with the terms on the front of the purchase order, the terms on the front of the purchase order shall prevail. When the pre-printed terms on the back of the purchase order conflict with the terms of the contract or agreement, the terms of the contract or agreement shall prevail. This agreement embodies the entire agreement between Vendor and the District with respect to the subject matter hereof and supersedes all prior agreements and understandings whether written or oral, and all contemporaneous oral agreements and understandings relating to the subject matter hereof. No agreement hereafter made shall be effective to modify or discharge this agreement, whole or in part, unless such agreement is in writing and signed by both parties against whom enforcement of the modification or discharge is sought. This agreement shall be binding on the parties hereto and their respective personal and legal representatives, successors and assigns.

Invoices

Vendor shall invoice District for services performed according to the terms of the purchase order, or the agreement or contract. Vendor invoices shall reference the District’s purchase order number. Invoices not bearing a correct purchase order number shall be returned. Vendor invoices shall itemize the services performed, the goods delivered, the service address, and the corresponding rates and taxes, if any. The District shall make payments in conformance with terms as stipulated on the front of the purchase order. Payment of invoices shall not constitute acceptance of the services and/or goods and invoices shall be subject to adjustments for defect in quality or any failure of Vendor amount owed by District to Vendor against any amount owed by Vendor or any of its affiliated companies, contractors, subconsultants or agents to District.

Independent Contractor Relationship

Vendor is an independent contractor and not an employee of the District. Vendor expressly warrants that it will not represent that it is an employee or servant of the District, and shall not be considered employee of the District for any purpose.

Indemnity and Insurance

Vendor expressly agrees to defend, indemnify, and hold harmless District and its Directors, officers, agents and employees from and against any and all loss, liability, expense, claims, suits, and damages, including attorneys’ fees, accruing or resulting to any and all contractors, subcontractors, material suppliers, laborers and any other person, firm, or corporation furnishing or supplying work, services materials or supplies in connection with the performance of this contract, And from any and all claims and losses accruing or resulting to any person, firm, or corporation who may be injured or damaged by the Vendor in the performance of this contract. The Vendor shall provide necessary worker’s compensation insurance at the Vendor’s own cost and expense.

Compliance with Law

Vendor warrants that the services and /or materials and goods provided shall be in strict conformity with all applicable local, state and federal laws. Vendor agrees to indemnify and hold harmless District from and against any loss, costs, claim, liability, damage or expense (including attorneys’ fees) that may be sustained because of Vendor’s breach of this warranty.

Default

In the event that: (a) Vendor fails to complete its performance of the services by the end date, or Vendor fails to deliver goods, materials or supplies as required herein; (b) Vendor breaches any warranty contained herein; (c) Vendor fails to provide insurance certificates required herein; (d) Vendor or vendor’s insurance carrier fails to defend or indemnify District as required herein; (e) Vendor’s performance of the services violated applicable law; (f) Vendor admits to insolvency, makes an assignment for the benefit of creditors, or has a trustee appointed to take over all or a substantial part of its assets; or (g) Vendor fails to perform or comply with any provision of this agreement; such failure, breach or violation shall constitute a default under this agreement.

Termination by Default

In the event of a default by Vendor under this agreement, the District reserves the right without liability, in addition to its other rights and remedies, to terminate this agreement by notice to Vendor as to its portion of the services not yet rendered and to purchase substituted service at Vendor’s expense. Vendor shall reimburse the District for costs of such substituted services upon Vendor’s receipt of an invoice therefore.

Termination by Convenience

The District reserves the right to terminate this agreement or purchase order for convenience during performance of work. If this agreement is terminated for the District’s convenience, Vendor shall be entitled to compensation for services satisfactorily performed to the effective date of termination, or goods delivered before effective date of termination, provided, however, that District may condition payment of such compensation upon Vendor’s delivery to District of any and all documents, goods, materials or supplies which have already been shipped, but not yet received by the District by the effective date of termination. Payment by District for satisfactory goods delivered and/or services satisfactorily performed, to the effective date of termination shall be the sole and exclusive remedy to which Vendor is entitled in the event of termination of this agreement for convenience, and Vendor shall be entitled to no other compensation or damages and expressly waives the same.

Force Majeure

Neither party shall be liable to the other or responsible for nonperformance of any of the terms of agreement due to acts of God, as that term is defined in Section 7105(b)(2) of the Public Contract Code of the State of California.

Notices

All notices required are permitted to be made or given hereunder by one party to the other party shall be in writing and shall be deemed to have been given when hand delivered or on the dates stated on the receipt if deposited in the United States Mail in certified form, postage prepaid with return receipt requested, and addressed to such other party at its address on this purchase order, or in the agreement, or at such other address as may be specified by such other party by written notice and delivered in accordance herewith.

Assignment

This agreement is not assignable by Vendor in whole or in part, except with the prior written consent of the District. Vendor shall not use subcontractors to perform any part of the services without the prior written consent of the District.

Governing Law

This purchase order, and/or agreement, and all matters relating to it, shall be governed by the laws of the State of California.