2023/08/16 Council Agenda Packet

Page 26 of 27 SECTION 5 - CITY OF EVERETT GENERAL CONDITIONS Compliance with Law. Supplier, at its sole cost and expense, must perform and comply with all applicable laws of the United States and the State of Washington; the Charter, Municipal Code, and ordinances of the City of Everett; and rules, regulations, orders, and directives of the City. 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 must be mutually agreed upon between City and the Supplier and must be incorporated in written amendments to the Contract. Assignment. This Contract may not be assigned in any manner or by any means by Supplier without the express written consent of the City. 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 must not 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 must not be taken to exclude or waive the right to use another. Binding Effect. The provisions, covenants and conditions provided bind the parties, their legal heirs, representatives, successors, and assigns. Ratification. Acts taken pursuant to this Contract but prior to its effective date are hereby ratified and confirmed. 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 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 sole discretion, at the time of termination of the Contract. Severability. Any invalidity, in whole or in part, of any provision of this Purchase Order must not affect the validity of any other of its provisions. 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, provided that Supplier has listed all appropriate information on the invoice and complied with all contractual requirements. Payment must be full compensation for goods 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 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. Taxes. Supplier must pay, before delinquency, all taxes, levies, and assessments arising from its activities and undertakings under this Purchase Order; taxes levied on its property, equipment and improvements; and taxes on the Supplier's interest in this Purchase Order. 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 comply with all applicable safety and health standards established for such products; all goods are properly packaged; and all appropriate instructions or warnings are supplied.