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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 EVERETT
<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 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
<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. Any 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.TERMINATION 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 the4Purchaser 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 equal 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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