Purchasing General Terms and Conditions
1. ENTIRE AGREEMENT: This Purchase Order, including any attachments, exhibits, or referenced documents in descending order of precedence constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations, understandings, and agreements between the parties. No change, alteration, modification, or addition to this agreement will be effective unless in writing and signed by both parties. When a Bid or the Bellevue School District No. 405 (the “District”) Contract Number is cited on the face of a Purchase Order form, the terms, conditions, and specifications governing the Bid or the District Contract shall prevail.
2. GOVERNING LAW: Vendors must comply with all applicable laws, rules and policies of the U.S. Federal Government, the State of Washington as well as the District policies and regulations. The venue for disputes shall lie in King County, Washington.
3. HOLD HARMLESS: The Vendor shall hold the District and its officers, agents, and employees harmless from all suits, claims, or liabilities of any nature, including cost and expenses, for or on account of the injuries or damages sustained by any person or property resulting in whole or in part from negligent activities or omissions of the Vendor, its agents, or employees pursuant to this agreement.
4. ASSIGNMENT AND SUBCONTRACTING: Vendor shall not assign, delegate, or transfer any of its duties, rights, or interests under this agreement without the prior written consent of the District. District may withhold such consent for any or no reason.
5. PAYMENTS: The District shall not make payment in advance or in anticipation of services or supplies to be provided under this agreement, except as specifically authorized in writing by the District. All payments to the Vendor are conditioned upon (1) Vendor’s submission of an invoice (2) acceptance by the District of satisfactory performance by the Vendor. Unless otherwise noted in the agreement, all acceptable invoices shall be paid within thirty (30) days upon invoice receipt and work acceptance.
6. TAXES: The District must pay the State of Washington Sales Tax at the local rate on taxable items unless the purchase order specifically indicates an exemption.
7. INSURANCE: Any licensed vendor (contractor), at its own cost, shall maintain the insurance coverage(s) with the District listed as an Additional Insured through the duration of the contractual relationship with the District. In lieu of a Certificate of Insurance, the Vendor acknowledges that the District does not provide any accidental medical insurance coverage and therefore shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or in connection with this agreement unless damage or injury is caused by the sole negligence of the District.
8. INDEPENDENT CONTRACTOR: The Vendor shall provide all services pursuant to this agreement as an independent contractor. The District shall not control the way this agreement is performed except as herein provided nor withhold or pay any taxes on behalf of the Vendor. The parties understand and agree that the Vendor will not be considered an employee of the District for any purposes, and this agreement will not create an association, partnership, joint venture, employment relationship, or agency relationship. It is not intended that this agreement create any rights in any party other than the Vendor. In the event the Vendor engages other individuals or professionals to assist them in the program, such individuals shall be considered solely the agents or employees of the Vendor and not agents or employees of the District.
9. NONDISCRIMINATION: No person shall be denied the benefits of or be otherwise subject to discrimination under any activity performed pursuant to this agreement, on the grounds of race, creed, color, national origin, marital status, disability, sex or sexual orientation or identity.
10. REPORTING OF CHILD ABUSE: The Vendor understands and acknowledges that while working with District students in the provision of services or activities governed under this agreement, any employees, volunteers, contractors, and community partners of the Vendor have a lawful duty and obligation to report suspected abuse or neglect of any child under the age of 18 pursuant to the provisions of chapter 26.44 RCW. The Vendor acknowledges that each supervising adult working in the Vendor’s employ is aware of the lawful duties and obligations under chapter 26.44 RCW. The Vendor further certifies that it will train its employees about this obligation before the Vendor’s employees begin providing services or activities. All reports to law enforcement agencies made by the Vendor under this provision shall also be made simultaneously to the Principal of the building and the Executive Director of Student Services of the District.
11. FORCE MAJUERE: Neither party shall be liable to the other for any failure or delay in performance under this agreement, occasioned by war, riot, government action, act of God or public enemy, damage to or destruction of facilities, strike, labor dispute, failure of supplier or workers, inability to obtain adequate newsprint or supplies, or any other cause substantially beyond the control of the party required to perform.
12. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND INELIGIBILITY: If federal funds are the basis for this agreement, the Vendor certifies that neither it nor its principals are currently debarred, declared ineligible, or voluntarily excluded from participation in transactions by any federal department or agency.
13. TERMINATION: This agreement may be terminated by either party by giving ten days written notice to the other party. In the event of termination, neither party shall have any rights against the other except to the extent those have accrued prior to the termination date.
14. HAZARDOUS MATERIALS: In compliance with the State of Washington Hazard Communication Law (WAC 296-62-054), all substances, gases, materials, and hazardous chemicals must be labeled with the identity of the hazardous material (chemical name), appropriate warnings, and the name and address of the chemical manufacturer, importer, or other responsible party. The Bellevue School District requires vendor of toxic substances, gases, material, and hazardous chemicals to provide a Material Safety Data Sheet (MSDS). Payments for orders cannot be made until the MSDA is received.
15. PREVAILING WAGES: Pursuant to RCW 39.12, no worker, laborer, or mechanic employed in the performance of any part of this agreement shall be paid less than the “prevailing rate of wage” as determined by the Industrial Statistician of the Department of Labor and Industries, ESAC Division, PO Box 44540, Olympia WA 98504. The schedule of the prevailing wage rates for the locality or localities where this work will be performed can be found at www.lni.wa.gov/licensing-permits/public-works-projects/prevailing-wage-rates/ for King County and is made a part of this agreement by reference as though fully set forth herein. In compliance with the Department of Labor & Industries, prior to the start of work, Vendor is to submit a Statement of Intent to Pay Prevailing Wages online at: lni.wa.gov. Vendor must submit a Statement of Intent to Pay Prevailing Wages for all trades employed and any subcontractors. The Affidavit of Prevailing Wages Paid (approved by Dept. of Labor and Industries) is required prior to payment.
16. RETAINAGE: In accordance with RCW 60.28, a sum equal to five percent (5%) of each invoice shall be retained for public improvements, or work for which retained percentages are required to be reserved. The retained percentages will be held in a fund by the District not subject to payment until sixty (60) days following the Final Acceptance of the Work, or upon receipt of Letters of Release from the L&I, Department of Revenue and Employment Security. In addition, to process payment for retainage, the following is required: In accordance with RCW 39.12, "Prevailing Wages on Public Works," the Vendor will submit state-approved "Statement of Affidavit of Wages Paid" for the Contractor and all Subcontractors of any tier.
17. PUBLIC RECORDS ACT: This procurement is subject to the Washington State Public Records Act, RCW 42.56 and Vendor’s information, transactions, and related documents may be disclosed to parties who request it.
18. RESTRICTIONS: All District properties are tobacco-free zones. The use of tobacco, alcohol, or any controlled substance is strictly forbidden on District property. All District properties are weapon-free zones. Vendors and their employees are prohibited from carrying any weapons onto District properties.