Bids and Vendor Information

This section of the website sets forth terms and conditions that apply to all transactions between Lenawee Intermediate School District (LISD) and the entity, organization, or individual identified on the District Purchase Order along with operational requirements of LISD vendor partners in order to sell goods or services to LISD.

Lenawee Intermediate School District 
Adrian, Michigan

Standard Terms and Conditions

These Standard Terms and Conditions (hereinafter, “terms” or “conditions” or “terms and conditions”) apply to all transactions between the Lenawee Intermediate School District, an intermediate school district organized and operating under Michigan’s Revised School Code, as amended, whose principal place of business is located at 4107 N. Adrian Highway, Adrian, Michigan 49221 (hereinafter, “LISD”) and the entity, organization, or entity identified on the LISD Purchase Order (hereinafter, “Contractor”).

1. Background Information.

1.1 The LISD has selected Contractor to provide certain goods and/or services to the LISD and/or on behalf of the LISD as are more particularly defined on the LISD Purchase Order.

1.2 Contractor has agreed to provide the goods and/or services identified on the LISD Purchase Order to the LISD pursuant to these terms and conditions and the LISD Purchase Order and/or any written agreement between the Contractor and the LISD.

2. Scope of Work and Requirements.

2.1 Contractor shall provide the goods and/or services as identified on the LISD Purchase Order and/or the written agreement between the LISD and Contractor. Contractor’s provision of the goods and/or services to LISD shall, unless otherwise agreed in writing between the LISD and Contractor, be done in a manner consistent with the customs of Contractor’s industry.

2.2 The goods and/or services provided by Contractor to the LISD must conform to the specifications described in the LISD’s request for proposals/bids and Contractor’s proposal/bid and shall be new and without defect unless otherwise specified in the LISD Purchase Order or agreed to in writing by the LISD Superintendent. All goods delivered to the LISD shall be free and clear of any liens and encumbrances. All goods and/or services delivered or provided to the LISD shall include, where appropriate, all certificates, descriptive literature, warranty information, operating guidelines, maintenance requirements, and in any other information furnished by the manufacturer and made available to end users generally.

3. Written Agreements.

3.1 The LISD may enter into written agreements with Contractors governing Contractor’s provision of goods and/or services to the LISD, or the LISD may agree to the procurement of goods and/or services with a Contractor through the provision of an LISD Purchase Order. In instances where the LISD enters into a written agreement with Contractor regarding Contractor’s provision of goods and/or services and the terms and conditions of that written agreement conflict with these terms and conditions, the terms and conditions of that written agreement shall supersede and take precedent over the terms and conditions contained herein.

4. Delivery.

4.1 Delivery of the goods and/or services to the LISD shall be made in the quantities and at the time or times specified on the LISD Purchase Order supplied by the LISD to Contractor. Time is always of the essence and failure to deliver the goods or perform the services within the time specified shall constitute default by Contractor. All goods shall be delivered by Contractor to LISD FOB, the location identified on the LISD Purchase Order unless no location is identified in which case goods shall be delivered to the LISD FOB 4107 N. Adrian Highway, Adrian, Michigan 49221. Contractor shall not provide or deliver any goods to LISD or perform any services on behalf of LISD without first receiving a valid LISD Purchase Order for the goods and/or services.

5. Inspection and Acceptance of Goods.

5.1 The LISD reserves the right to inspect and test all goods delivered by Contractor at times and places determined by the LISD. If the LISD finds that goods furnished do not comply with the requirements of the LISD, the LISD may, at its sole discretion, reject the goods, require Contractor to correct any and all defects without cost to the LISD, or negotiate with the Contractor to sell the goods to the LISD for a discounted price. If the Contractor is unable to cure any defects within a time deemed reasonable by the LISD, the LISD may reject the goods and terminate the agreement in whole or in part. Nothing in these terms of conditions are intended to affect or limit the LISD’s rights as a buyer under the Uniform Commercial Code as adopted by the State of Michigan.

6. Warranty.

6.1 The Contractor warrants to the LISD that materials, equipment, and services furnished under to the LISD by Contractor will be of good quality and new. The Contractor further warrants that the work will conform to the requirements of the LISD Purchase Order and will be free from defects. Work, materials, or equipment not conforming to these requirements may be considered defective. If required by the LISD, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. In addition to any other warranties, guarantees or obligations set forth in the LISD Purchase Order or applicable as a matter of law and not in limitation of the terms of the LISD Purchase Order, the Contractor warrants and guarantees that: (1) the LISD will have good title to the work and all materials and equipment incorporated into the work and, unless otherwise expressly agreed to in writing by the LISD, will be new; (2) the work and all materials and equipment incorporated into the work will be free from all defects, including any defects in workmanship and materials; (3) the work and all equipment incorporated into the work will be fit for the purpose for which that are intended; (4) the work and all materials and equipment incorporated into the work will be merchantable; and (5) the work and all materials and equipment incorporated into the work will conform in all respect to the LISD Purchase Order.

7. Invoicing and Payment.

7.1 The LISD will pay Contractor for those conforming goods and/or services which are properly delivered to LISD pursuant to these terms and conditions and the LISD Purchase Order. Payment shall be based on the quantity and types of goods and/or services supplied to LISD by Contractor as identified on the LISD Purchase Order and all pricing shall follow those prices set forth in the LISD Purchase Order. The LISD will make reasonable effort to pay all undisputed invoices within 30 days receipt of the invoice by the LISD’s Business Office-Accounts Payable Department. Invoices shall be directed to the LISD Accounts Payable Department at 4107 N. Adrian Highway, Adrian, MI 49221 or via electronic mail at AccountsPayable@lisd.us

As a public school district organized and operating under Michigan’s Revised School Code, the LISD is generally exempt from the payment of taxes. As a result, taxes will not be paid unless Contractor can demonstrate to LISD that tax is owed regardless of LISD’s status as a tax-exempt public school district.

The LISD will not make payment on any invoice until such time as Contractor provides to the LISD a properly completed Request for Taxpayer Identification Number and Certification (Form W-9).

8. Nonperformance by Contractor.

8.1 Contractor’s nonperformance of its obligations under these terms and conditions shall provide the LISD with the right to (1) complete the work itself; or (2) to obtain the contracted goods and/or services from other contractors. Both parties agree that Contractor shall bear any reasonable cost difference between the contracted for cost and the cost of the replacement goods and/or services. LISD’s rights and Contractor’s obligations under this section shall only apply if the LISD has first provided the Contractor with written notice of nonperformance and provided the Contractor five business days to perform.

9. Indemnification of LISD.

9.1 Contractor agrees to indemnify, hold harmless, and defend the LISD from any and all claims, causes of action, or liability of any nature, whether arising out of tort, contract, statute, ordinance, or otherwise, which may be asserted against the LISD due to the acts or omissions of Contractor, its agents, employees, or subcontractors related to Contractor’s performance of its obligations to the LISD.

10. LISD Limitation of Liability.

10.1 Contractor agrees that LISD will not be liable to Contractor, or any third party, for: (1) any liability claims, loss, damages, or expense of any kind, including, but not limited to any loss of profits or eligibility to receive profits, arising directly or indirectly out of Contractor’s provision of the goods and/or services; (2) any incidental or consequential damages, however caused, and Contractor agrees, to the extent allowable by law, to indemnify and hold LISD harmless against such liabilities, claims, losses, damages (consequential or otherwise) or expenses, or actions in respect thereof, asserted or brought against LISD by or in right of third parties; or (3) any punitive damages. For purposes of these terms and conditions, incidental or consequential damages shall include, but not be limited to, loss of anticipated revenues, income, profits or savings; loss of or damage to reputation or good will; loss of business or financial opportunity; or any other indirect or special damages of any kind categorized as consequential or incidental damages under Michigan law.

11. Independent Contractors.

11.1 Contractor will serve as an independent contractor of LISD. Contractor alone is responsible for the hiring, supervising, and payment of any assistants, subcontractors, or other individuals necessary for Contractor’s performance of its obligations to the LISD. Contractor shall be responsible for the payment of any and all federal, state, and local taxes and any and all fees applicable to Contractor’s provision of the goods and/or services to the LISD unless otherwise agreed to in writing by the LISD Superintendent.

12. Conflict of Interest.

12.1 Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.321, et seq.), Public Act 451 of 1976, as amended (MCLA 380.1 et seq.), and LISD Board Policy no contracts shall be entered into between the LISD, including all agencies and departments thereof, and any LISD agent, unless such is expressly authorized by the law and LISD Board Policy and the proper steps have been followed. To avoid any real or perceived conflict of interest, Contractor shall, when requested, provide LISD with a signed and notarized familial disclosure affidavit and shall promptly notify the LISD Superintendent in writing of any familial or business relationship that exists between Contractor and any board member or employee of the LISD.

13. Criminal History Record Information.

13.1 Contractor understands and acknowledges that the LISD is a Michigan public school district and as such may be required to conduct criminal history information checks on Contractor and/or any of Contractor’s employees, subcontractors. Contractor agrees to comply with any criminal history information check requirements of the LISD, and understands that failure to do so, or unsatisfactory criminal history information check results may, at the discretion of the LISD, immediately terminate the relationship between the LISD and Contractor. The satisfactory completion of a criminal history information check or a valid waiver of such by LISD is a condition precedent to Contractor’s performance of its obligations to the LISD.

14. Miscellaneous Provisions.

14.1 Successors in Interest. These terms and conditions shall bind and inure to the benefit of the parties, their successors, and approved assigns, if any.

14.2 No Third Party Beneficiaries. These terms and conditions are enforceable only by the LISD and Contractor. No other person may enforce any of these terms or conditions and/or any of the terms or conditions of the LISD Purchase Order or a written agreement between the LISD and Contractor, nor are any of the before-mentioned items intended to confer third party beneficiary status on any third party.

14.3 Compliance with Applicable Law. Contractor’s performance of its obligations to the LISD shall comply with all federal, state, and local laws applicable to the goods to be delivered and/or services to be performed to the LISD, and with all regulations and administrative rules established pursuant to those laws.

14.4 Waiver; Severability. The LISD shall have the right at all times to enforce the provisions of these terms and conditions in strict accordance with the terms hereof, notwithstanding any conduct or custom on the part of the LISD in refraining from doing so at any time or times. The failure of the LISD at any such time or times to enforce its right under such provisions shall not be constructed as having created a custom in any way or manner, contrary to specific provisions of these terms and conditions or as having in any way or manner modified or waived the same. If any provision of these terms and conditions shall be held invalid by any other applicable statute or regulation or by a decision of a court of competent jurisdiction, such invalidity shall not affect any other provision of these terms and conditions that can be given affect without the invalid provision, and, to this end, the provisions hereof are severable.

14.5 Non-discrimination. Both LISD and Contractor agree that no person shall be subject to unlawful discrimination based on race; national or ethnic origin; color; sex; religion; age; sexual orientation; gender expression or identity; pregnancy; marital status; familial status; economic status or source of income; mental or physical disability; or military service in programs, activities, services, benefits, or employment in connection with these terms and conditions.

14.6 Controlling Law. These terms and conditions shall be deemed to have been executed in the state of Michigan and the substantive laws of the state of Michigan shall govern the enforcement of these terms and conditions and the rights and remedies of the parties.

14.7 Entire Agreement. This LISD Purchase Order, these terms and conditions and/or any written agreement between the LISD and Contractor regarding Contractor’s provision of goods or performance of services to the LISD represents the entire agreement between the parties with respect to Contractor’s performance of its obligations to the LISD.

14.7 Notices. All notices or demands of any kind required or desired to be given to LISD by Contractor must be in writing and will be deemed delivered upon depositing the notice or demand in the United States mail, certified or registered addressed to the Superintendent of the LISD.