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CITY OF EVERETT
<br /> STANDARD TERMS AND CONDITIONS
<br /> INVITATION TO BID,REQUEST FOR QUOTATION & PURCHASE ORDER CONTRACT
<br /> THE PURCHASE ORDER INCLUDES THE FOLLOWING TERMS AND CONDITIONS AND INCLUDES. BUT IS NOT LIMITED TO THE INVITATION TO BID, REQUEST
<br /> FOR QUOTATIONS,SPECIFICATIONS.PLANS AND PUBLISHED RULES AND REGULATIONS OF THE CITY OF EVERETT AND THE LAWS OF THE CITY OF EVERE I I
<br /> PURCHASING DIVISION AND THE STATE OF WASHINGTON,WHICH ARE HEREBY INCORPORATED BY REFERENCE.
<br /> 1. CHANGES No alteration in any of the terms,conditions,delivery price,quality,quantities,or specifications of this order will be effective without written consent of
<br /> the Purchasing Manager or appropriate Buyer.
<br /> 2. HANDLING No charges will be allowed for handling,including but not limited to packing,wrapping bags,containers or reels,unless otherwise stated herein.
<br /> 3. DELIVERY For any exception to the delivery date as specified on this order, vendor shall give prior notification and obtain written approval thereto from the
<br /> Purchasing 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
<br /> as specified and/or appropriate damages.
<br /> 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
<br /> constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by Vendor.
<br /> 4. PAYMENTS, CASH DISCOUNT, LATE PAYMENT CHARGES Invoices will not be processed for payment, nor will the period of computation for cash discount
<br /> commence,until receipt of a properly completed invoice or invoiced items are received,whichever is later.If an adjustment in payment is necessary due to damage
<br /> or dispute,the cash discount period shall commence on the date final approval for payment is authorized.
<br /> 5. SHIPPING INSTRUCTIONS Unless otherwise specified,all goods are to be shipped prepaid,F.O.B.Destination.Where shipping addresses indicate room numbers,
<br /> it will be up to the vendor to make delivery to that location at no additional charge where specific authorization is granted to ship goods FOB shipping point.Vendor
<br /> 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
<br /> separate item or r 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
<br /> has been made. It is also agreed that the Purchaser reserves the right to refuse COD shipments.
<br /> 6. REJECTION All goods or materials purchased herein are subject to approval by the Purchaser. Ally rejection of goods or material resulting because of
<br /> nonconformity to the terms and specifications of this order,whether held by the Purchaser or returned,will be at Vendor's risk and expense.
<br /> 7. IDENTIFICATION All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting this order shall contain the
<br /> applicable purchase order number.
<br /> 8. INFRINGEMENTS Vendor agrees to protect and save harmless the Purchaser against all claims,suits or proceedings for patent, trademark,copyright or franchise
<br /> infringement arising from the purchase,installation,or use of goods and materials ordered,and to assume all expenses and damages arising from such claims,suits
<br /> or proceedings.
<br /> 9. WARRANTIES Vendor warrants that articles supplied under this order conform to specifications herein and are fit for the purpose for which such goods are ordinarily
<br /> employed,except that if a particular purpose is stated,the material must then be fit for that particular purpose.
<br /> 10.ASSIGNMENTS The provisions or monies due under this contract shall only be assignable with prior written consent of the Purchasing Manager or appropriate
<br /> Buyer.
<br /> 11.TAXES Unless otherwise indicated, the Purchaser agrees to pay all State of Washington sales or use tax. No charge by Vendor shall be made for federal excise
<br /> taxes,and the Purchaser agrees to furnish Vendor,upon acceptance of articles supplied under this order,with an exemption certificate.
<br /> 12. LIENS,CLAIMS AND ENCUMBRANCES Vendor warrants and represents that all the goods and materials ordered herein are free and clear of all liens,claims,or
<br /> encumbrances of any kind.
<br /> 13.RISK OF LOSS Regardless of FOB point,Vendor agrees to bear all risks of loss,injury or destruction of goods and materials ordered herein which occur prior to
<br /> delivery.Such loss,injury or destruction shall not release Vendor from any obligation hereunder.
<br /> 14.SAVE HARMLESS Vendor shall protect, indemnify,and save the Purchaser harmless from and against any damage,cost or liability for any injuries to persons or
<br /> property arising from acts or omissions of Vendor,his employees,agents or subcontractors howsoever caused.
<br /> 15. PRICES If price is not stated on this order,it is agreed that the goods shall be billed at the price last quoted or paid,or prevailing market price whichever is lower.
<br /> 16.1 ERMINATION In the event of a breach by Vendor of any of the provisions of this contract,the Purchaser reserves the right to cancel and terminate this contract
<br /> forthwith upon giving oral or written notice to Vendor.Vendor shall be liable for damages suffered by the Purchaser resulting from Vendor's breach of contract.
<br /> 17.NONDISCRIMINATION AND AFFIRMATIVE ACTION The Vendor agrees not to discriminate against any client,employee or applicant for employment or services
<br /> because of race,creed,color national origin,sex,marital status,age or the presence of any sensory,mental or physical handicap with regard to,but not limited to,
<br /> the following:employment upgrading,demotion,transfer,recruitment or recruitment advertising,lay-offs or termination,rates of pay or other forms of compensation,
<br /> selection for training or rendition of services.
<br /> It is further understood that any vendor who is in violation of this clause or an applicable Affirmative Action Program shall be barred forthwith from receiving awards
<br /> of any purchase order from the CITY unless a satisfactory showing is made that discriminatory practices or noncompliance with applicable Affirmative Action
<br /> Programs have terminated and that a recurrence of such acts is unlikely.
<br /> 18. LABOR AND INDUSTRIES Contractor is required to procure Labor and Industries permits F700-007-0000 and F700-029-000 and abide by the requirements
<br /> thereof.Copies of"Statement of Intent to Pay Prevailing Wages"and"Affidavit of Wages Paid"shall be submitted to the City Clerk and Department of Labor and
<br /> Industries.
<br /> 19.ANTI-TRUST Vendor and the Purchaser recognize that in actual economic practice overcharges resulting from anti-trust violations are in fact borne by the Purchaser.
<br /> Therefore,Vendor hereby assigns to the Purchaser any and all claims for such overcharges.
<br /> 20.DEFAULT The Vendor covenants and agrees that in the event suit is instituted by the Purchaser for any default on the part of the Vendor,and the Vendor is adjudged
<br /> by a court of competent jurisdiction to be in default,he shall pay to the Purchaser all cost,expenses expended or incurred by the Purchaser in connection therewith,
<br /> and reasonable attorney's fees.The Vendor agrees that the Superior Court of the State of Washington shall have jurisdiction over any such suit,and that venue shall
<br /> be laid in Snohomish County.
<br /> 21.BRANDS When a special brand is named, it shall be construed solely for the purpose of indicating the standard of quality, performance,or use desired. Brands
<br /> of equal quality,performance,and use shall be considered, provided Vendor specifies the brand and model and submits descriptive literature when available.Any
<br /> bid containing a brand which is not of equal quality,performance,or use specified must be represented as an alternate and not as an equal.and failure to do so
<br /> shall be sufficient reason to disregard the bid.
<br /> 22.ACCEPTANCE BY ACCEPTING THIS PURCHASE ORDER IN WRITING OR BY DELIVERING THE MATERIAL ORDERED,YOU ACCEPT ALL OF THE TERMS AND
<br /> CONDITIONS SET FORTH.FORMAL OBJECTION IS HEREBY MADE TO ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY VENDOR AS A CONDITION
<br /> OF ACCEPTANCE OR DELIVERY.
<br /> 23.The CONTRACTOR,in consideration of the sums to be paid to him by the CITY,hereby agrees to furnish all labor,tools,materials,equipment and supplies required
<br /> and shall,in a workman-like manner,perform the work as more fully set forth in the Scope of Work.
<br /> 24.The CONTRACTOR agrees that he shall actively solicit the employment of disadvantaged group members.CONTRACTOR further agrees that he shall actively solicit
<br /> bids for the subcontracting of goods or services from qualified disadvantaged businesses. CONTRACTOR shall furnish evidence of his compliance with these
<br /> requirements of disadvantaged employment and solicitation.CONTRACTOR further agrees to consider the grant of subcontracts to said disadvantaged bidders on
<br /> the basis of substantially actual proposals in the light most favorable to said disadvantaged businesses.The CONTRACTOR shall be required to submit evidence of
<br /> compliance with this section. As used in this section, the term "disadvantaged business" means a business at least fifty-one percent of which is owned by
<br /> disadvantaged group members.Disadvantaged group members include,but are not limited to,African Americans,Women,Native Americans,and Asian Americans.
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