TERMS AND CONDITIONS

1. DEFINITIONS – The Santa Clarita Community College District shall be hereinafter referred to as the District and the Vendor shall be hereinafter referred to as the Supplier.
2. LIMITATIONS OF PAYMENTS — Prices and amounts shown herein are the maximum amounts authorized for payment under this order (excluding any handling/delivery charges unless specified herein).
3. INVOICES — Separate invoices are required for each purchase order. Invoices shall be submitted in duplicate, unless otherwise specified, and shall contain the following information: purchase order number, item number, item description, quantity, unit price and extended totals for items delivered. Sales tax, where applicable, shall be shown separately handling/delivery charges shall be identified in accordance with number 7 (Shipping). Failure to enter the above information on the invoice shall cause a delay in payment. Unless otherwise specified, payment shall be made on partial deliveries accepted by the District.
4. VARIATION IN QUANTITY — No variation in the quantity of any item called for by this order shall be accepted, unless agreed to and specified elsewhere in this order.
5. All goods and services must be as specified. Do not substitute without prior approval.
6. DISCOUNTS — In connection with any discount offered, the discount period shall begin on the date of delivery and acceptance at destination, and/or the date the correct invoice is received in the Accounts Payable office, and/or on the date final approval for payment is authorized if an adjustment in payment is necessary due to damage, whichever is later.
7. SHIPPING — Unless otherwise specified, all goods are to be shipped prepaid, F.O.S. destination. Where specific authorization is granted to ship goods FO.B. shipping point, the Supplier shall prepay all shipping charges, route goods by the cheapest way (unless authorized to ship by other means) and bill the District for the actual handling/delivery charges paid. Invoices containing handling/delivery charges shall include either the original or a copy of the prepaid bill of lading. Claims for handling/delivery charges which are not properly supported will not be paid. This does not apply to U.S. Mail or U.P.S. charges.
8. RECEIVING HOURS — Monday through Friday, 6:30am to 3:00pm. Goods will be received only during these hours.
9. INSPECTION AND ACCEPTANCE — Inspection and acceptance will be at destination, unless otherwise provided. Regardless of the F.O.B. point, the Supplier agrees to bear all risks of loss, injury, or destruction of goods and materials ordered herein which occur prior to delivery, and such loss, injury, or destruction shall not release the Supplier from an obligation hereunder.
10. PACKAGING — All items shall be prepared and packed for shipment in a manner that will prevent damage in transit. The District is not liable for extra charges for packing or cartage unless specified elsewhere in this order. Supplier shall mark the purchase order number on each container.
11. CAL-OSHA— The Supplier certifies, by shipment, that all equipment furnished under this order meets or exceeds applicable CAL-OSHA codes.
12. WARRANTY — The Supplier agrees that all supplies, equipment, or services furnished under this order shall be covered by the most favorable commercial warranties the Supplier provides any customer for such supplies, equipment, or services, and that the rights and remedies provided therein are in addition to and do not limit any rights afforded to the District by any other provisions of this order.
13. EXCUSABLE DELAYS — The Supplier shall be excused from performance hereunder during the time and to the extent that he is prevented from obtaining, delivering, or performing by act of God, fire, strike, lockout, or commandeering of materials, products, plants, or facilities by the government, when satisfactory evidence thereof is presented to the District, provided that it is satisfactorily established that the non-performance is not due to the fault or neglect of the party not performing.
14. INDEPENDENT CONTRACTOR — While providing the supplies or services ordered herein, the Supplier is an independent contractor and not an officer, employee, or agent of the District.
15. ELECTRONIC AND INFORMATION TECHNOLOGIES — HARDWARE AND SOFTWARE / PERSONS WITH DISABILITIES — The Seller hereby warrants that the products or services to be provided under this Agreement comply with the accessibility requirements of Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C.§794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, Part 194. Vendor agrees to promptly respond to and resolve any complaint regarding accessibility of its products or services brought to its attention. Vendor further agrees to indemnify and hold harmless the Santa Clarita Community College District, the Chancellor's Office of the California Community Colleges and any California community college using the vendor's products or services from any claim arising out of its failure to comply with the aforesaid requirements. Failure to comply with these requirements shall constitute a breach and be grounds for termination of this agreement.
16. HOLD HARMLESS — The Supplier shall hold harmless and indemnify the District, its officers, agents, and employees from every claim, demand, or liability which may be made by reason of:
    1. Any injury to property or person including death, sustained by the Supplier or by any person, firm, or corporation employed by the Supplier, directly or indirectly upon or in connection with the services hereunder however caused; and
    2. Any injury to property or person, including death, sustained by any firm or corporation, cased by any error, omission, neglect, or torturous act of the Supplier, its officers, agents, or employees, upon or in connection with the services hereunder, whether the injury or damage occurs upon or adjacent to the premises whose services hereunder are performed; and
    3. The Supplier, at its own expense, cost, and risk, shall defend any and all actions, suits, or other proceedings. that may be brought or instituted against the District on any such claim, demand, or liability, and pay or satisfy any judgment that may be rendered against the District, its officers, agents, or employees in any such action, suit, or other proceedings as a result thereof.
17. AFFIRMATIVE ACTION — The seller does not discriminate on the basis of race, color, religion, national origin, ancestry, sex, age, medical condition, mental or physical disability, marital status, sexual orientation, or Vietnam era veteran status in its acceptance, assignment, treatment, evaluation, or compensation of students who participate in programs sponsored or arranged by College of the Canyons.
18. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR OTHER INELIGIBILITY --- (applicable to all agreements funded in part or whole with federal funds).
    1. Supplier agrees to comply with applicable federal suspension and debarment regulations, including, but not limited to, regulations implementing Executive Order 12549 (29 C.F.R. Part 98).
    2. Supplier certifies to the best of its knowledge and belief that it and its principals:
       1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency;
       2. Have not, within a three-year period preceding the receipt of this purchase order, been convicted of, or had a civil judgment rendered against them, for: (a) Commission of fraud or a criminal offense in connection with obtaining , attempting to obtain, or performing a public (Federal, State or Local) or private transaction or contract; (b) Violation of Federal or State antitrust statutes; (c) Commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; or (d) Commission of any other offense indicated a lack of business integrity or business honesty that seriously and directly affects Suppliers present responsibility;
       3. Are not presently indicated for, or otherwise criminally or civilly charged by any government entity (Federal, State or Local), with commission of any of the offenses enumerated in b. (2) above, of the Certification;
       4. Have not, within a three-year period preceding the receipt of this purchase order, had one or more public transaction (Federal, State or Local) terminated for cause or default;
       5. Shall not, except as otherwise provided under applicable federal regulations, knowingly enter into any lower tier covered transaction with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded by and federal department or agency from participation in such transaction; and
       6. Include in all lower tier covered transactions, and all solicitations for covered transactions, provisions substantially similar to those set forth herein.