Purchase Order Terms & Conditions

THE SCHOOL DISTRICT OF PHILADELPHIA – PURCHASE ORDER STANDARD TERMS AND CONDITIONS

Updated February 6, 2024

ACCEPTANCE. Contractor agrees to perform the services (“Services”), provide the goods (“Goods”), or both, as described in this purchase order. Contractor accepts the offer of The School District of Philadelphia (the “District”) in this purchase order and agrees to the terms and conditions of this purchase order by commencing work on the Services or Goods, or shipping the Goods. Any acceptance of this purchase order is limited to acceptance of the express terms of this offer contained on the face and back hereof. The School District hereby rejects any proposal for additional or altered terms, and any attempt by Contractor to vary in any way any of the terms of this purchase order, in Contractor’s acceptance or by other means. Such a proposal by Contractor shall not operate as a rejection of the offer contained in this purchase order.

APPLICABILITY. Unless the purchase of the Services or Goods are covered by an otherwise executed contract, the provision of Services or Goods pursuant to this purchase order is governed by this purchase order and the Purchase Order Standard Terms and Conditions which constitute the entire agreement between Contractor and District. If there are any inconsistencies between this purchase order and the terms of the executed contract, the terms of the executed contract shall control. Upon acceptance of a purchase order, shipment of Goods or commencement of a Service, Contractor shall be bound by the provisions of this purchase order, unless Contractor expressly objects to such terms in writing prior to shipping Goods or commencing Services.

GRANT-FUNDED CONTRACTOR REQUIREMENTS. This purchase order may be funded with Federal or Pennsylvania Department of Education grant funds. Therefore, Contractor is required to abide by the Federal Grant-Funded Agreements Contractor Requirements and/or Pennsylvania Department of Education Contractor Requirements (collectively the “Contractor Requirements”), as applicable, which are available at https://www.philasd.org/generalcounsel/forms/ and hereby incorporated into and made a part of the Purchase Order to the same extent as if it were attached hereto. To the extent there are any inconsistencies between the Contractor Requirements and this purchase order then the Contractor Requirements shall control. Upon acceptance of a purchase order, shipment of Goods or commencement of a Service, Contractor shall be bound by the provisions of the applicable Contractor Requirements, unless Contractor expressly objects to such terms in writing prior to shipping Goods or commencing Services.

INSPECTION. District shall have the right to inspect the Goods and, within a reasonable time or within 30 days, whichever is greater, reject the Goods if District determines, in its sole discretion, that in any respect the Goods are unsuitable or do not meet the specifications furnished by the District. In addition, if Contractor supplies any defective Goods, District shall have the option of (1) requiring Contractor to promptly correct and replace all defective Goods at Contractor’s expense; (2) accepting the defective Goods; or (3) canceling any unshipped portion of the order or any portion of the order relating to the defective Goods at no charge to the District. After notice to Contractor, all such defective Goods shall be held at Contractor’s risk. At Contractor’s direction, District shall return any defective Goods to Contractor at Contractor’s risk and Contractor shall pay all transportation charges. Payment for Goods prior to inspection or exercise of any of District’s options shall not constitute acceptance of the Goods and is without prejudice to any and all claims District may have against Contractor.

COMPLIANCE WITH LAW. Contractor shall comply with all applicable law, including but not limited to FERPA, 20 U.S.C. § 1232g, as applicable, in connection with this contract.

WARRANTY. Contractor expressly warrants that all Goods furnished under this purchase order shall conform exactly to the specifications furnished by the District, or if no specifications are furnished, Contractor’s standard specifications for such Goods; that all Goods shall be merchantable and fit for the particular purposes for which the District intends to use them; and that all Goods shall be free of defects in material or workmanship. This warranty shall survive delivery and shall not be deemed waived either by reason of District’s acceptance of the Goods or by payment for them. Contractor warrants that all Goods shall be new, unless otherwise specified in this purchase order.

PACKAGING AND SHIPMENT; RISK OF LOSS. If applicable, the Contractor shall package and ship all Goods in accordance with the District’s specification in the applicable executed contract or in this purchase order, or if packing and shipping instructions are not specified, in a commercially reasonable manner. The prices of the Goods shall include the costs of shipping and packaging. Risk of loss or damage to the Goods shall pass to the District only after delivery to the destination designated by the District. Time is of the essence to the delivery of all Goods.

PAYMENT. Contractor shall submit to the District an invoice for all Goods and Services delivered by Contractor. Invoices shall be submitted in accordance with the executed contract between District and Contractor, or if no applicable executed contract exists, to the District location specified on the face of this purchase order. Invoices shall be exclusive of state or local sales, use or gross receipts taxes, and federal excise taxes. The District’s Pennsylvania Sales Tax Blanket Exemption Number is 76-51500; its Federal Tax ID Number is 23-6004108; and its Federal Excise Tax Number is 23-63-0021-K.

NO DISCRIMINATION. Contractor shall not discriminate against or intimidate any employee or other person on account of age, race, color, sex, sexual orientation, handicap, disability, religious creed, ancestry or national origin or Vietnam-era or any other veteran status.

FERPA AND CONFIDENTIALITY; DATA OWNERSHIP; SECURITY; DATA BREACH. The Contractor shall keep in strict confidence all information acquired in connection with or as a result of this contract that is not generally known to others. The Contractor shall keep in strict confidence as required and to the fullest extent required by any applicable law, including but not limited to the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g (“FERPA”), any and all records and information, in whatever form or format received, pertaining to the School District’s individual students and children. The Contractor shall not publish confidential information or any other information which identifies students, employees or officers of the School District by name without first obtaining written consent from such individuals, or in the case of a student, his or her parent or legal guardian. In supplementation and not limitation of the foregoing, the School District retains and reserves ownership of, and all right, title and interest in, any and all data provided by the School District to the Contractor under or in connection with this contract. The School District grants to the Contractor a limited, revocable, nonexclusive right and license to use any such School District data, which may include personally identifiable information subject to FERPA, solely in carrying out the Work set forth in this contract and solely in conformity with FERPA and other applicable law. The Contractor shall have no right to use the name of the School District, or its seal, logos or marks, except upon the prior consent of the School District.

The Contractor shall not allow Data to be transferred or stored in any form, including physically or electronically, outside of the United States or its territories. Further, the Contractor shall not permit its employees, contractors, subcontractors, or service providers to access School District Data from outside the United States or its territories for any purpose, including but not limited to use for call centers, help desks, technical support, system configuration, hosting, maintenance, troubleshooting, or disaster recovery.

At any time, including after the Term of this contract, the School District may require that the Contractor promptly deliver to the School District all or any portion of any data provided by the School District and the Contractor shall, without charge to the School District, deliver the requested data in a usable format reasonably specified by the School District. School District data includes any information and data developed by the Contractor, e.g., by populating a database, as part of or associated with the Work set forth in this contract. The Contractor shall not destroy nor permit the destruction of any School District data, except upon the prior express written consent of the School District. On the expiration or earlier termination of the Term of this contract, the Contractor shall promptly and in any event not later than ten (10) business days after request by the School District, return to the School District all School District data then in the possession or control of the Contractor and thereupon the Contractor shall promptly destroy and dispose of any remaining copies of the data in its possession or in the possession of any subcontractor. The Contractor shall establish and maintain physical, administrative, technical, electronic and operational security measures to protect the privacy, confidentiality, integrity and availability of confidential information or any other information which identifies students, employees or officers of the School District and systems, consistent with best practices and industry standards and with Applicable Law applicable to the Contractor and the Work. The School District may conduct, at the School District’s expense, vulnerability scanning against networks, systems, and Internet Protocol addresses where the School District data reside. The Contractor shall promptly and timely, within twenty-four (24) hours of becoming aware disclose to the School District any suspected or known occurrence of any misuse or wrongful disclosure of confidential information or any other information which identifies students, employees or officers of the School District, including but not limited to system breaches that may adversely affect the School District or the School District’s students, employees or officers.

INDEMNIFICATION. Contractor shall, at its sole cost and expense, indemnify, defend, and hold harmless the District and its Commissioners, Board members, officers, agents, representatives, and employees from and against all claims, demands, suits, costs, penalties, losses and expenses, including attorneys’ fees and court costs, in any way arising out of the performance or non-performance of the work required by this contract or from a breach of this contract, including any such costs arising out of any infringement or violation of any proprietary right, including, but not limited to patent, copyright, trademark, service mark and trade secret. This indemnity, etc., shall include claims, demands, suits, costs, penalties, losses and expenses, including attorneys’ fees and court costs, to the extent they directly or indirectly arise or allegedly arise in part from the District’s own negligence.

INSURANCE REQUIREMENTS. Contractor shall, at its own expense, procure and maintain the following types and minimum limits of insurance: (1) Workers’ Compensation – statutory limits; (2) General liability – $1,000,000 per occurrence combined single limit for bodily injury (including death) and property damage liability; $500,000 advertising injury; $1,000,000 general aggregate and $1,000,000 aggregate for products and completed operations; (3) Automobile liability – $1,000,000 per occurrence combined single limit for bodily injury (including death) and property damage liability arising from owned, non-owned, and hired vehicles; (4) Warehouse liability – Liability insurance in the amount of $1,000,000 for the loss of merchandise owned by District, including commodities, while held under the Contractor’s control; (5) Products liability – $1,000,000.

CONFLICT OF INTEREST. Contractor, for itself and its principals, officers, employees and subcontractors, covenants, represents and warrants that none of them have any public or private interest which conflicts, may conflict or appears to conflict in any manner with its duties under this contract. Conflicts include the use of any public authority, office or employment or any confidential information received from any public office or employment for the private pecuniary benefit of the contractor or any of the foregoing. Contractor shall disclose to the School District all interests which may constitute a conflict.

TERMINATION FOR CONVENIENCE. District may terminate this contract for its convenience, on written notice to the Contractor, at any time, without penalty, cost or liability to District. Contractor shall be entitled to payment for any Goods delivered before the effective date of termination, or its actual and reasonable costs incurred in the performance of this purchase order up to the date termination takes effect.

NOTICES. All notices, waivers, consents and approvals shall be in writing and shall be sent to Contractor at the address specified on the face of this purchase order and to the Office of Procurement Services, The School District of Philadelphia, 440 N Broad Street, Third Floor, Philadelphia, Pennsylvania 19130.

PENNSYLVANIA LAW; VENUE. This purchase order shall be construed and enforced under the law of the Commonwealth of Pennsylvania and without the aid of any canon, custom or law requiring construction against the draftsman. In the event that the parties cannot amicably resolve any dispute and a party resorts to legal action, the parties must file suit in state or federal court in Philadelphia County, Pennsylvania.

ENTIRE AGREEMENT; AMENDMENT. This purchase order contains the entire understanding and agreement of the parties on the subject matter. No conduct, course of dealing or course of performance shall be admissible to supplement, explain, modify or contradict this purchase order in any way. No amendment or modification changing this contract’s scope or terms shall have any force or effect unless it is in writing and signed by both parties.

February 2024 Revision. © 2024 The School District of Philadelphia