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<br />Page 17 of 17 Category 2: For official use only / disclosure permissible by law.
<br />a. General: Supplier shall perform the services described in this PO in a competent and professional manner. Without a written
<br />directive of an authorized representative of the City, Supplier shall not perform any services that are in addition to, or beyond the
<br />scope of, such services. If Supplier’s proposal is attached to the PO, and if such proposal contains or incorporates any conditions
<br />or terms in addition to or different from the terms of this PO, then Supplier expressly agrees that such conditions or terms are
<br />neither incorporated nor included into this PO unless otherwise determined by the City’s Procurement Manager or designee.
<br />Reports, drawings, plans, specifications, and any other intangible property created in furtherance of the services are property of
<br />the City for all purposes, whether the project for which they are made is executed or not, and may be used by the City for any
<br />purpose.
<br />b. Public Work: If this PO is for construction or maintenance services or is otherwise for a public work, then (i) Supplier shall furnish
<br />all labor, tools, materials, equipment, and supplies required and shall, in a workmanlike manner, perform the work; (ii) Supplier
<br />shall comply with RCW 39.12 (Prevailing Wages), including without limitation Supplier submission of copies of “Statement of
<br />Intent to Pay Prevailing Wages” and “Affidavit of Wages Paid” to the City Clerk and Department of Labor and Industries; and (iii)
<br />Supplier agrees that the Supplier shall actively solicit the employment of minority group members. Supplier further agrees that
<br />the contractor shall actively solicit bids for the subcontracting of goods or services from qualified minority businesses. Supplier
<br />shall furnish evidence of the contractor's compliance with these requirements of minority employment and solicitation. Supplier
<br />further agrees to consider the grant of subcontracts to such minority bidders on the basis of substantially equal proposals in the
<br />light most favorable to such minority businesses. The Supplier shall be required to submit evidence of compliance with this
<br />section as part of the bid.
<br />c. Insurance: Supplier shall procure and maintain insurance as required under insurance requirements at:
<br />https://www.everettwa.gov/319/Procurement.
<br />5. PAYMENT TERMS/TAXES/CASH DISCOUNT: Unless otherwise stated on this PO, the terms of payment shall be net 30 days from receipt
<br />of a proper invoice. PO numbers must be noted on all invoices. Invoices will not be processed for payment until invoiced goods or
<br />services are received. Payments by the City are not assignable without the prior written consent of the City’s Procurement Manager
<br />or designee. Unless otherwise provided in this PO, the City agrees to pay all State of Washington sales or use tax. No charge by
<br />Supplier shall be made for federal excise taxes, and the City agrees to furnish Supplier, upon acceptance of goods or services supplied
<br />under this order, with an exemption certificate. In the event that the City is entitled to a cash discount, the period of computation will
<br />commence on the date of delivery or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is
<br />necessary due to damage, the cash discount period shall commence on the date final approval for payment is authorized. If a discount
<br />applies, but the invoice does not reflect the existence of a cash discount, the City is entitled to a cash discount with the period
<br />commencing on the date it is determined by the City that a cash discount applies.
<br />6. COMPLIANCE WITH APPLICABLE LAWS/DISCRIMINATION: Supplier shall comply with all applicable federal, state, local laws and
<br />regulations. Supplier shall possess and maintain all necessary licenses, permits, certificates, and credentials. If applicable, Supplier
<br />shall have a valid and current City of Everett business license. Supplier agrees not to discriminate against any employee or any other
<br />person in the performance of this PO because of race, creed, color, national origin, marital status, sex, age, disability, or other
<br />circumstances as may be defined by federal, state, or local law or ordinance.
<br />7. INDEMNIFICATION: Supplier shall defend, indemnify, and hold the City, its officers, employees, and agents harmless from any and all
<br />claims, injuries, damages, losses, or suits, including attorney fees, resulting from the acts or omissions of Supplier, its contractors,
<br />agents or employees arising out of or in connection with the performance of this PO, except for injuries and damages caused by the
<br />sole negligence of the City. Should a court of competent jurisdiction determine that this PO is subject to RCW 4.24.115, then, in the
<br />event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent
<br />negligence of Supplier and the City, the Supplier’s liability hereunder shall be only to the extent of Supplier’s negligence. It is further
<br />specifically and expressly understood that the indemnification provided herein constitutes the Supplier’s waiver of immunity under
<br />Industrial Insurance, Title 51 RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the
<br />parties. The provisions of this section shall survive the expiration or termination of this PO.
<br />8. TERMINATION: The City may terminate this PO at any time with written notice to Supplier. Upon receipt of the written notice,
<br />Supplier shall stop performance, and City shall pay Supplier for goods and services delivered and accepted. If Supplier breaches any
<br />PO obligation or is declared insolvent, the City may terminate this PO for cause with written notice to Supplier, and Supplier shall be
<br />liable for all damages, including incidental and consequential damages, resulting from such breach.
<br />9. COOPERATIVE PURCHASING: Agencies that have an Intergovernmental Cooperative Purchasing Agreement with the City may
<br />purchase from City contracts, including this PO, if so stated in the solicitation. The City is not responsible for any purchase order
<br />issued by another agency.
<br />10. OTHER: The laws of the State of Washington govern this PO. Exclusive venue for any dispute relating to this PO shall be in Snohomish
<br />County Superior Court. Unless otherwise provided in this PO, this PO and all records associated with the PO are subject to public
<br />disclosure by the City without notice to Supplier. If a court of competent jurisdiction declares any provision of the PO to be invalid, the
<br />other provisions and the rights and obligations of the parties remain in effect. Any failure by the City to enforce strict performance of
<br />any provision of this PO will not constitute a waiver of the City’s right to enforce such provision or any other provision of the PO.
<br />Supplier shall not assign, transfer, or encumber any rights, duties, or interests under this PO without the written consent of the City’s
<br />Procurement Manager or designee.
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