2021/02/17 Council Agenda Packet

CITY OF EVERETT STANDARD TERMS AND CONDITIONS INVITATION TO BID, REQUEST FOR QUOTATION & PURCHASE ORDER CONTRACT 1. GOVERNING LAW/VENUE. This Contract shall be deemed to have been executed and delivered within the State of Washington, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of Washington, without regard to the principles of conflict of laws. Any action or suit brought in connection with this Contract shall be brought in the Superior Court of Snohomish County, Washington. 2. 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 Charter, Municipal Code and ordinance of the City of Everett; and rules, regulations, orders, and directives of the City. 3. RATIFICATION - Acts taken pursuant to this Contract but prior to its effective date are hereby ratified and confirmed. 4. 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. 5. CHANGES- No alteration in any of the terms, conditions, delivery price, quality, quantities, or specification of this order will be effective without written consent of the Procurement Manager or appropriate Buyer. 6. HANDLING- No charges will be allowed for handling, including but not limited to packing, wrapping bags, containers or reels, unless otherwise stated herein. 7. BINDING EFFECT- The provisions, covenants and conditions provided bind the parties, their legal heirs, representatives, successors, and assigns. 8. AMENDMENTS/CHANGE ORDERS. No alteration, change, modification or amendment to this Contract is effective unless by an instrument in writing executed by the legally 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 amendments to the Contract. 9. DELIVERY- For any exception to the delivery date as specified on this order, supplier shall give prior notification and obtain written approval thereto from the Procurement Manager or appropriate Buyer with respect to delivery under this order. Time is of the essence and the order is subject to termination for failure to deliver as specified and/or appropriate damages. The acceptance by the Purchaser of late performance with or without objection or reservation shall not waive the right to claim damage for such breach nor constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by Supplier. 10. PAYMENTS, CASH DISCOUNT, LATE PAYMENT CHARGES- The City will pay supplier submitted invoices within (30) days after the City's receipt and acceptance of the good or completion and acceptance of the services, provided that the Supplier has listed all appropriate information on the invoice and complied with all contractual requirements. Invoices will not be processed for payment nor will the period of computation for cash discount commence until receipt of a properly completed invoice or invoiced items are received, whichever is later. The City reserves the right to require the Supplier to correct any 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 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 as a guaranteed amount due to Supplier. If an adjustment in payment is necessary due to damage or dispute, the cash discount period shall commence on the date final approval for payment is authorized. 11. SHIPPING INSTRUCTIONS- Unless otherwise specified, all goods are to be shipped prepaid, F.O.B. Destination. Where shipping addresses indicate room numbers it will be up to the Supplier to make delivery to that location at no additional charge where specific authorization is granted to ship goods FOB shipping point. Supplier agrees to prepay all shipping charges, route as instructed or if instructions are not provided, route by cheapest common carrier and to bill the Purchaser as a separate item on the invoice for said charges. Each invoice for shipping charges shall contain the original or a copy of the bill indicating that the payment for shipping has been made. It is also agreed that the Purchaser reserves the right to refuse COD shipments. 14