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City of Albany, Oregon Standard Purchase Terms and Conditions
CONTRACT: A Contract is the entire written agreement between the parties, including but not limited to the Invitation to Bid, Request for Proposal, Request for Quotes, or Purchase Order; its specifications, terms and conditions; solicitation instructions; solicitation addenda and contract amendments, if any; or price agreement document.
ACCEPTANCE: This Purchase Order (PO) is the City’s offer to purchase and contract with the Contractor for the goods and/or services described in U.S. Dollars. This PO is expressly conditioned upon Contractor’s acceptance of these standard terms and conditions. All specifications, drawings, and data submitted by the Contractor are hereby incorporated by reference.
CONTRACTOR: The term “Contractor” is interchangeable with Supplier or Vendor.
DELIVERY: Deliveries will be F.O.B Destination, Freight Prepaid. Contractor shall pay all transportation and handling charges. Contractor is responsible and liable for loss or damage until final inspection and acceptance of the Goods. Contractor remains liable for latent defects, fraud, and warranties. Contractor shall deliver the goods and/or services to the “Ship To” specified on the PO or as otherwise directed by City. Failure to do so may result in redirection of the delivery at no cost to City (Cost of such redirect may be charged to the Contractor). If delivery dates cannot be met, Contractor agrees to advise City in writing of the earliest possible shipping date for acceptance or rejection by City. An itemized delivery ticket should be enclosed with each delivery, also known as a Packing List.
EXTRA CHARGES: No additional charges of any kind, including charges for fuel, boxing, packing, cartage or other surcharges are allowed unless agreed to in writing by City.
PAYMENT: City shall pay Contractor within 30 days from (i) the date the Goods are delivered and accepted or (ii) the date the invoice is received, whichever is later.
CITY PAYMENT OF CONTRACTOR CLAIMS: If Contractor does not pay promptly any claim that is due for Goods or Services furnished to the Contractor by any subcontractor in connection with this PO, the City may pay such claim and charge that payment against any payment due to the Contractor under this PO. The City's payment of a claim does not relieve the Contractor or its surety, if any, from their obligations for any unpaid claims.
INSPECTIONS: City may inspect and test the Goods and related Services (collectively, Goods). City may reject non-conforming Goods, those that do not conform to applicable specifications, drawings, descriptions and samples. Goods will be merchantable, of good workmanship and material and free from defect or City may require Contractor to correct them without charge or deliver them at a reduced price, as negotiated. If Contractor does not cure any defects within a reasonable time, City may reject the Goods and cancel the PO in whole or in part. This Paragraph does not affect or limit City's rights, including its rights under the Uniform Commercial Code (UCC), ORS Chapter 72.
WARRANTIES: Contractor agrees to perform its services with the highest standard of care, skill and diligence normally provided by a professional individual in the performance of similar services. Contractor represents and warrants that the Goods are new, current, and fully warranted by the manufacturer. Delivered Goods will comply with specifications and be free from defects in labor, material and manufacture. Contractor warrants the goods and services are suitable for and will perform in accordance with the purposes for which they were intended. All UCC implied and expressed warranties are incorporated in this PO. Contractor shall transfer all warranties to the City.
MODIFICATIONS: This PO may only be modified in writing by authorized agents of City.
ASSIGNMENT: No right of interest in this PO will be assigned nor delegated by the Contractor without the express and prior written approval of the City.
CANCELLATIONS: The City reserves the right to cancel any order where goods are not received within 90 days of the purchase order date, unless a longer or shorter delivery period is specified in the solicitation documents or on the face of the PO.
TERMINATION: This PO may be terminated under any of the following reasons: (i) This PO may be terminated by mutual agreement in writing. (ii) City may terminate all or a portion of this PO at any time for its convenience with written notice to the Contractor. Upon receipt of any written notice of termination, the Contractor shall stop performance and City shall pay for goods or services delivered and accepted. (iii) City may terminate this PO at any time if City fails to receive funding, appropriations, or other expenditure authority. (iv) If Contractor materially breaches any PO provision City may terminate this PO for cause with written notice to Contractor, and Contractor shall be liable for all incidental and consequential damages resulting from its breach, including all damages as provided in the UCC. (v) Failure to comply with the tax laws of the State of Oregon or any political subdivision or violation of the Contractor’s warranties related to compliance with the tax laws of this state and any political subdivision of this state may also constitute a material breach of this PO. Any violation entitles City to terminate this PO, to pursue and recover any and all damages that arise from the breach and the termination, and to pursue any or all of the remedies available, including but not limited to: collection by administrative offset or garnishment, if applicable, or withholding amounts otherwise due and owed to the Contractor without penalty.
COMPLIANCE WITH LAWS: The Contractor shall certify and comply with all applicable federal, state, and local laws, and other laws, regulations, rules, executive orders and ordinances, as amended, including: (i) Titles VI and VII of Civil Rights Act of 1964; (ii) Sections 503 and 504 of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990; (iv) Executive Order 11246; (v) The Age Discrimination in Employment Act of 1967, and the Age Discrimination Act of 1975; (vi) The Vietnam Era Veterans’ Readjustment Assistance Act of 1974; (vii) ORS Chapter 659; (viii) ORS 279B.220, 279B.225, 279B.230, 279B.235, 279B.240, 279C.520, 652.220; (ix) all federal and state laws governing safety and health requirements, and the laws for handling, processing, packaging, storage, labeling, and delivery of food products; and (x) all applicable provisions of ORS 279A, 279B, 279C. All applicable Laws are incorporated by reference.
PATENTS AND COPYRIGHTS: If an article sold and delivered to City is protected by a patent or copyright, Contractor agrees to indemnify and hold harmless City from and against any and all suits, claims, judgments, and costs instituted or recovered against it by any person whomsoever on account of the use or sale of such article(s) by City in violation of rights under such patent or copyright.
SEVERABILITY: If a court of competent jurisdiction declares any provision of this PO to be invalid, the other provisions and the rights and obligations of the parties remain in effect.
WAIVER OF RIGHTS: The failure of either party to enforce any provision of this PO shall not constitute a waiver by that party of that or any other provision of this PO.
WORKERS’ COMPENSATION: Contractor shall comply with ORS 656.017 and provide the required workers’ compensation coverage, unless exempt under ORS 656.126(2). The Contractor shall ensure that its subcontractors, if any, comply with these requirements.
INSURANCE: When applicable, Contractor must provide satisfactory proof of Commercial General Liability, Automobile Liability, and Professional Liability insurance coverage in an amount of not less than $2,000,000 per occurrence, unless otherwise agreed to. The City must be named as an additional insured and Contractor must include the endorsement. Required insurance coverage(s) must continue in effect throughout the term of the contract until final acceptance of the entire project, or through the products-completed operations required period.
MAINTENANCE, RETENTION, AND CONFIDENTIALITY OF RECORD. The Contractor agrees to establish and maintain records and statistics as follows: Financial records, which indicate the number of hours of service provided under this contract and other appropriate records pertinent to this contract shall be retained for a minimum of three years after the end of the contract period.
SAFETY DATA SHEETS: Contractor shall provide City with a Safety Data Sheet for any Goods which may release, or otherwise result in exposure to, a hazardous chemical under normal conditions of use (OAR 437-002-0360 and 29 CFR 1910.1020). Contractor shall label, tag or mark such Goods.
FORCE MAJEURE: Neither the City nor the Contractor shall hold the other responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the reasonable control of the other or the other's employees and agents.
INDEMNIFICATION: Except for claims arising out of acts caused by the sole negligence of City, its management or employees, the Contractor agrees to indemnify, defend, and hold harmless the City, its agents, officers, and employees, from and against any and all acts or omissions of any nature whatsoever of the Contractor, its officers, agents, and employees, causing injury or death of person(s), and/or damage to property, during the performance of this PO, from all claims arising from the purchase, installation, and/or use of the goods and/or services subject to this PO, and from any expense incident to the defense of City therefrom.
GOVERNING LAW AND VENUE: The laws of the State of Oregon shall govern the validity of this PO, its interpretation and performance, and other claims related to it. Venue for litigation shall be in the Circuit Courts in and for Linn County, Oregon.
DEBARMENT AND SUSPENSION: Contractor agrees that during the term of an award of contract, neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation by any federal department or agency.