|
EXHIBIT A
<br /> GENERAL CONDITIONS
<br /> Compliance with Law.Supplier,at its sole cost and expense,shall perform and comply with all applicable laws of the United States and the State of Washington;the
<br /> Charter,Municipal Code,and ordinances of the City of Everett,and rules,regulations,orders,and directives of the City.
<br /> Amendments/Change Orders.No alteration,change,modification or amendment to this Contract is effective unless by an instrument in writing executed by the legally
<br /> authorized parties hereto Any changes in the scope of work or compensation shall be mutually agreed upon between City and the Supplier and shall be incorporated in written
<br /> amendments to the Contract.
<br /> Assignment.This Contract may not be assigned in any manner or by any means by Supplier without the express written consent of the City
<br /> Waiver and Remedies.City's failure to enforce the terms or conditions herein or to exercise any right or privilege,or the City's waiver of any breach hereunder shall not
<br /> thereafter waive any other term,condition,or privilege,whether of the same or similar type.Remedies under this Purchase Order are cumulative;the use of one remedy
<br /> shall not be taken to exclude or waive the right to use another.
<br /> Binding Effect The provisions,covenants and conditions provided bind the parties,their legal heirs,representatives,successors,and assigns.
<br /> Ratification Acts taken pursuant to this Contract but prior to its effective date are hereby ratified and confirmed.
<br /> Termination.City,at its sole discretion,may terminate this Contract for convenience at any time for any reason Termination is effective immediately upon notice of termination
<br /> given by the City. In the event this Contract is terminated prior to the full delivery of goods and/or services Supplier will only be paid for the work or goods accepted,at the City's
<br /> sole discretion,at the time of termination of the Contract.
<br /> Severability Any invalidity,in whole or in part,of any provision of this Purchase Order shall not affect the validity of any other of its provisions
<br /> Payments.City will pay Supplier submitted invoices within thirty(30)days after the City's receipt and acceptance of the goods or completion and acceptance of the services,
<br /> provided that Supplier has listed all appropriate information on the invoice and complied with all contractual requirements.Payment shall be full compensation for goods
<br /> delivered,work performed or services rendered,including all labor,materials,supplies,equipment and other expenses.The City reserves the right to require Supplier to correct any
<br /> submitted or paid erroneous invoices according to the rates set forth herein.City and Supplier agree that any amount paid in error by City does not constitute a change in the agreed
<br /> upon amount;Supplier agrees to issue a refund of any overages paid in error by the City.The total on the Purchase Order is to be the not-to-exceed amount and is not to be construed
<br /> as a guaranteed amount due to Supplier.
<br /> Taxes.Supplier shall pay,before delinquency,all taxes,levies,and assessments arising from its activities and undertakings under this Purchase Order;taxes levied on its
<br /> property,equipment and improvements,and taxes on the Supplier's interest in this Purchase Order.
<br /> Warranties.Supplier warrants that all goods are merchantable,comply with the City's latest drawings and specifications,and are fit for the City's intended use,all goods
<br /> comply with all applicable safety and health standards established for such products,all goods are properly packaged,and all appropriate instructions or warnings are
<br /> supplied.
<br /> Ownership of Records and Documents.All materials,writings and products produced by Supplier in the course of performing this Contract shall immediately become
<br /> the property of the City. In consideration of the compensation provided for this Contract,the Supplier hereby further assigns all copyright interests in such materials,
<br /> writing and products to the City.A copy may be retained by the Supplier
<br /> Non-Discrimination and Equal Employment Opportunity.During the term of this Purchase Order,Supplier will not discriminate against any employee or applicant for
<br /> employment because of creed,religion,race,color,sex,marital status,sexual orientation,political ideology,ancestry,national origin,or the presence of any sensory,mental
<br /> or physical disability,unless based upon a bona fide occupational qualification. The Supplier will take affirmative action to ensure that applicants and employees are treated
<br /> fairly,without regard to their creed,religion,race,color,sex,national origin,or the presence of any sensory,mental or physical disability. Such action shall include all
<br /> terms and conditions of employment,compensation,and benefits,including apprenticeship
<br /> Governing Law/Venue This Contract shall be deemed to have been executed and delivered within the State of Washmgton,and the rights and obligations of the parties hereunder
<br /> shall be construed and enforced in accordance with,and governed by,the laws of the State of Washington,without regard to the pnnciples of conflict of laws Any action or suit
<br /> brought in connection with this Contract shall be brought in the Superior Court of Snohomish County,Washington.
<br /> Independent Contractor. Supplier,its subcontractors,agents and employees are independent Suppliers performing services for the City and are not employees of City.The
<br /> Supplier,its subcontractors,agents and employees,shall not,as a result of this Contract,accrue leave,retirement,pension,insurance,bonding or any other benefits afforded to City
<br /> employees.The Supplier,its subcontractors,agents and employees,shall not bind the City in any way except as may be specifically provided herein.The Supplier shall have the
<br /> authority to control and direct the performance and details of the work described herein.
<br /> Insurance.The Supplier shall obtain and keep in force during the entire term of this Contract,liability insurance against any and all claims for damages to person or
<br /> property which may arise out of the performance of this Contract whether such work shall be by the Supplier,subcontractor or anyone directly or indirectly employed by
<br /> either the Supplier or a subcontractor.The amount of coverage provided by such insurance shall be not less than one million($1,000,000)combined single limit for bodily
<br /> injury and property damage not less than five hundred thousand($500,000)combined single limit for automobile liability.The Supplier agrees to the following requirements
<br /> relating to insurance coverage.
<br /> a. Liability Insurance.All liability insurance required herein shall be under a comprehensive or commercial general liability and business,automobile policy or policies.
<br /> The City shall be named as a Certificate Holder and an additional insured with respect to all such policies. Copies of all such policies shall be furnished to the City
<br /> upon request.
<br /> b Worker's Compensation Supplier shall take out and maintain during the life of the Contract,Worker's Compensation,including Washington State Stop Gap,insurance
<br /> for all its employees engaged in work under or pursuant to this Contract who are required to be so covered by the laws of the State of Washington and in case any work
<br /> is subcontracted,the Supplier shall require the subcontractor to provide worker's compensation insurance for all of its employees unless or to the extent that such
<br /> employees are covered by the protection provided by the Supplier.
<br /> c. Employment Security.Supplier shall comply with all employment security laws of the State of Washington,and shall timely make all required payments in connection
<br /> therewith.
<br /> Exhibit A
<br />
|