1. Purchase Order Required: The Board shall not be responsible for goods and services provided to Board employees without a Purchase Order issued by the Purchasing Department. Each purchase order must have a purchase order number (P.O. Number) or charge account number which shall be placed on all invoices, delivery tickets, bills of lading, packages, samples and/or correspondence with the UGDSB.
2. Title: Title to all goods and the risk of damage, loss or destruction remain with the Supplier until the UGDSB accepts the Goods.
3. Price: All prices are F.O.B. destination and in Canadian funds, and include all packing, freight, storage, royalty, transportation, delivery, loading and insurance costs unless otherwise agreed to in writing by the UGDSB. The Supplier shall not execute an order at prices higher than those shown on the order without the prior written approval of the UGDSB purchasing department.
4. Cash Discounts: In the event that the UGDSB is entitled to a cash discount, the period of computation will commence on the receipt of a correctly completed invoice delivered to the UGDSB.
5. Payments: Payment shall be made within thirty days of the later of the date of receipt of an invoice or the date of acceptance and/or approval of the goods and services. The Board shall not purchase on a C.O.D. basis.
6. Warranties: The UGDSB is relying on the Supplier’s skill and judgment in selecting and providing both goods and services appropriate to the UGDSB’s purpose. All goods are to be free and clear of any and all liens and encumbrances, and will conform and comply in all respects with applicable safety orders, regulations and laws of any Municipal, Provincial and Federal governments. Services will be performed in a skilful and workmanlike manner to the satisfaction of the UGDSB. Goods and services which the UGDSB determines are defective or not conforming to the foregoing will be returned to or removed by the Supplier at the Supplier’s expense.
7. Shipping and Packaging: Goods will be shipped F.O.B. to the destination and on the date designated by the UGDSB, marked with the appropriate P.O. Number and shall be securely and safely packed in cartons, boxes, crates or other containers affording protection to the goods against risk of damage or loss.
8. Workplace Hazardous Materials Information System: The Supplier shall meet all WHMIS requirements as defined under the Ontario Heath and Safety Act. A current Material Safety Data Sheet conforming to WHMIS legislation must be provided by Supplier with all goods shipped which are regulated by WHMIS.
9. Force Majeure: The Supplier shall not be liable for reasonable delay in delivery due to causes beyond their reasonable control.
10. Insurance: The Supplier shall provide evidence upon request of liability insurance as follows:

a) WSIB in accordance with the laws of the Province of Ontario;
b) employer’s liability-$2,000,000 per accident, $2,000,000 Bodily Injury policy limit and $2,000,000 Bodily Injury per employee;
c) general liability $2,000,000 per occurrence; and
d) automobile liability $2,000,000 combined single limit for Bodily Injury and Property Damage.

11. Occupational Health and Safety Act: The Supplier agrees to observe strictly and faithfully the provisions of the Occupational Health and Safety Act and all regulations and rules and agrees to indemnify and save the Board harmless from any breach or breaches of the Act. The Supplier agrees to assume full responsibility for the enforcement of the Act to ensure compliance therewith and further acknowledges and agrees that any such breach or breaches by itself or any of its subcontractors may result in the immediate termination of this contract.
12. Asbestos: Materials or products containing asbestos are not acceptable to the Upper Grand District School Board and are not to be used in our facilities. The Supplier shall not use UGDSB waste disposal containers and the Supplier is responsible for the removal from our sites of all waste that they generate to an approved waste facility.
13. Indemnification: The Supplier shall defend, indemnify and hold the UGDSB harmless from all claims, actions, demands, loss and causes of action arising from injury, including death, to any person, or damage to any property, arising out of or related to the activities of Supplier, its officers, subcontractors, agents or employees under this contract.
14. Access to School Yards: Vehicles shall not enter or be parked in UGDSB schoolyards without prior authorization of the school principal or designate.
15. Services Performed on UGDSB Property: The Supplier agrees to abide and be bound by all applicable rules and regulations of the UGDSB for work done on UGDSB property. All contractors/providers are required to report to the school office upon arrival to commence work. This is an important component of the Board’s policy and non-compliance may result in the cancellation of the supplier’s contract with the Board.
16. Motorized Vehicles on School Property: While on UGDSB property, the driver of the vehicle and their assistant(s) must comply with the following:
    
    

    a) Prior to entering onto UGDSB property, the vehicle, driver and any assistant(s) must have valid insurance coverage for any accidents occurring on UGDSB property;
    b) Vehicles shall not be driven in the schoolyard when students are in the area unless directed by or with permission of the principal. Drivers must wait for the yard to clear before entering or leaving;
    c) Vehicles must not be driven at a speed exceeding 8 kilometres per hour;
    d) No vehicle shall be backed up unless there is a person on foot to guide the driver;
    e) No vehicle shall be left running while parked on UGDSB property;
    f) When returning to an unattended vehicle, the driver must circle the vehicle to ensure that no child is hiding behind or under the vehicle before it is driven;
    g) Drivers of motor vehicles shall not operate their vehicles beyond the parking areas; and
    h) All accidents, which occur on school property, must be immediately reported to the school Principal.

17. Criminal Background Checks: Suppliers covenant, acknowledge and agree: a) to provide the UGDSB with valid “Police Record Checks” upon request, for any of their employees, agents or sub
contractors who may regularly come into direct contact with pupils while on UGDSB property; b) to update these record checks every three (3) years; c) that the results of these reports may be disclosed to the Ontario Education Services Corporation, or as required by the legislation, or to any other entity as the UGDSB may designate. d) that the “Police Record Check” searches will be done with Municipal and Provincial Police Services as well as with the RCMP.
18. Identification Card, If Applicable: Prior to coming into direct contact with pupils on UGDSB property, every individual, Supplier, Supplier’s employee, agent or subcontractor performing services under a P.O. for the UGDSB must receive an Identification Card issued by the Ontario Education Services Corporation.
19. Proprietary Information: Supplier shall keep confidential all information, drawings, specifications, data, intellectual property, or knowledge furnished by the UGDSB or prepared by the Supplier specifically in connection with this purchase order.
20. Changes: The UGDSB reserves the right at any time to make changes in the specifications, amount, type, and descriptions to which the product and/or service is to conform, in the methods of shipment and packaging, or in the time or place of delivery. No change by Supplier is allowed without prior written approval of the UGDSB.
21. Limitation on Assignment: The Supplier shall not assign, sell, transfer or subcontract rights, or delegate responsibilities under this contract, in whole or in part, without the prior written approval of the UGDSB.

No such written approval shall relieve Supplier of any obligations under this contract, and the Supplier shall remain liable as if no such assignment, transfer or subcontract had occurred.

Definitions and terms

1. Bid means an offer or submission from a vendor in response to an invitation to tender or request for proposal which is subject to acceptance or rejection.
2. Bidder means the vendor who has submitted a bid in response to a request for proposal or invitation prior to formation of a contract.
3. Contract means the entire agreement between the parties, including but not limited to the Request for Tender or Request for Proposal or Request for Information and its specifications, terms and conditions, solicitation instructions, solicitation addenda and contract amendments, if any, and the purchase order or price agreement document means a binding agreement between two or more parties.
4. Goods and Services means supplies, equipment, property, insurance, construction, maintenance and service contracts, professional and consulting services and the like.
5. Request for Proposal (RFP) is usually referred to when locating goods and or services. A document describing the project to be undertaken, the intended result and the criteria for choosing the successful Bidder is made available to all potential Suppliers. States irrevocability of the Supplier or bidder’s quote, offer or price and uses ‘tendering language’ such as “bid, bidder, offer and award”. Such wording implies fairness and equality in the process.
6. Request for Quotation (RFQ) is a means for the UGDSB to survey the marketplace and quickly obtain pricing and delivery information from suppliers. It is a form of informal tendering and is used for supplies or services available at low or competitive prices. These offers made are not binding and may be withdrawn at any time prior to acceptance. The formation of a contract occurs when the purchasing organization ‘accepts’ the offer through a purchase order.
7. Supplier means the party selling the Goods and/or Services to UGDSB.
8. UGSDB shall mean Upper Grand District School Board and is the purchaser of the Goods and/or services under the Contract
9. WHMIS means Workplace Hazardous Materials Information System legislation which monitors Canada’s hazardous communication standard.