|
City of Everett Purchase Order (PO) Terms and Conditions
<br />1.ACCEPTANCE OF TERMS AND CONDITIONS. Supplier shall provide the goods and/or services described in this PO in accordance with these Terms and Conditions unless otherwise noted on the face
<br />of the PO. If this PO arises from an Invitation to Bid or Quote or any other solicitation, then a bin ding contract is formed upon award and PO issuance and all provisions of such solicitation (including
<br />without limitation all specifications) and these Terms and Conditions are incorporated into the contract. If this PO do es not arise from a solicitation, then acceptance of this PO by either Supplier’s
<br />written acknowledgment or commencement of performance shall create a binding contract and shall be conclusive evidence of Sup plier’s full acceptance of this PO and these Terms and Conditions.
<br />If this PO arises from a cooperative contract, then all applicable provisions of the cooperative contract are incorporated in to these Terms and Conditions. However, if there is a conflict between the
<br />provisions of these Terms and Conditions and the solicitation or cooperative contract, then the provision that is most stringent on Supplier and/or that grants t he City greater rights shall control. If
<br />contract provisions are required by applicable federal, state, or local laws or regulatio ns, then these Terms and Conditions are deemed to include such provisions. This PO expressly limits acceptance
<br />to the Terms and Conditions stated herein. All additional or different terms proposed by Supplier are objected to and hereby rejected unless specifically called out on the face of the PO.
<br />2.AMENDMENT/CHANGES: No change to this PO (including without limitation change to any term, condition, delivery, price, quality, quantity, or sp ecification) will be effective without the written
<br />consent of the City’s Procurement Manager or designee.
<br />3.TERMS AND CONDITIONS RELATED TO GOODS:
<br />a. Handling: No charges will be allowed for handling, which includes, but is not limited to, packing, wrapping, bags, containers, or reels un less otherwise stated herein. Material Safety
<br />Data Sheets must be included with shipments of any material requiring such documenta tion.
<br />b.Delivery Date: For any change to the delivery date specified on this PO, Supplier shall give prior notification and obtain written approva l thereto from the City’s Procurement Manager
<br />or designee. With respect to delivery under this PO, time is of the essence, and this PO is subject to termination by the City for failure to deliver when specified. The acceptance by the City of late
<br />delivery with or without objection shall not waive the City’s righ t to claim damages for such breach or constitute a waiver of timely performance of any Supplier obligation.
<br />c.Shipping Instructions: Unless otherwise specified on this PO, all goods must be shipped prepaid, FOB Destination. Where shipping addresses indicate r oom numbers and/or inside
<br />delivery, the Supplier must make delivery to that location at no additional charge. Where specific autho rization is granted to ship goods to FOB shipping point, Supplier must prepay all shipping
<br />charges and route as instructed or, if instructions are not provided, route by cheapest common carrier and provide the charge for such delivery as a separate item on Supplier’s invoice. Each
<br />invoice for shipping charges shall contain the original or a copy of the bill indicating that the payment for shipping has be en made. The City reserves the right to refuse COD shipments.
<br />d. Risk of Loss: Regardless of FOB point, Supplier agrees to bear all risks of loss, injury, spoilation, or destruction of goods and materials ordered herein which occur prior to delivery. Such
<br />loss, injury, or destruction shall not release Supplier from any obligation hereunder.
<br />e.Free and Clear: Supplier warrants that all goods delivered herein are free and clear of all liens, claims, or encumbrances of any kind.
<br />f.Identification: All invoices, packing lists, packages, shipping notices, and other written documents relating to this PO shall contain the PO number. Packing lists shall be enclosed in each
<br />and every box or package shipped pursuant to this PO, indicating the contents therein.
<br />g.Rejection: All goods purchased herein are subject to approval by the City. Any rejection of goods or materials resulting because of nonconformity to the terms and specifications of this
<br />PO, whether held by the City or returned to Supplier, will be at Supplier’s risk and expense.
<br />h. Warranties: Supplier warrants that goods are new, current, and fully warranted by the manufacturer. Delivered goods will comply with the PO and be free from defects in labor, material,
<br />and manufacture. All UCC implied and express warranties are incorporated in this P O. Supplier shall transfer all warranties to the City. Supplier warrants that goods supplied under this PO conform
<br />to the description and applicable specifications, shall be of good merchantable quality, and are fit for the purpose for w hich such goods are ordinarily employed, except that if a particular purpose is
<br />stated, the goods must then be fit for that particular purpose. This is in addition to any express warranties, standard warra nty, and/or service guarantees given by Supplier. Supplier warrants that
<br />goods furnished on this PO do not infringe any patent, registered trademark, or copyright.
<br />i Price: If price is not stated on this PO, it is agreed that the goods shall be billed at the price last quoted or paid, or prevai ling market price, whichever is lower.
<br />4.TERMS AND CONDITIONS RELATED TO SERVICES:
<br />a. General: Supplier shall perform the services described in this PO in a competent and professional manner. Without a written directi ve of an authorized representative of the City,
<br />Supplier shall not perform any services that are in addition to, or beyond the scop e of, such services. If Supplier’s proposal is attached to the PO, and if such proposal contains or incorporates any
<br />conditions or terms in addition to or different from the terms of this PO, then Supplier expressly agrees that such condition s or terms are neither incorporated nor included into this PO unless
<br />otherwise determined by the City’s Procurement Manager or designee. Reports, drawings, plans, specifications, and any other intangible property created in furtherance of the services are property
<br />of 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 an y purpose. Supplier is an independent contractor. The City is not
<br />liable for or obligated to pay sick leave, vacation pay or any other benefit of employment, or any social security or other tax. Supplier shall procure and maintain insurance as required under insurance
<br />requirements at: https://www.everettwa.gov/319/Procurement.
<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 all labor, tools, materials, equipment, and supplies
<br />required and shall, in a workmanlike manner, perform the work; (ii) Supplier s hall comply with RCW 39.12 (Prevailing Wages), including without limitation Supplier submission of copies of “Statement
<br />of Intent to Pay Prevailing Wages” and “Affidavit of Wages Paid” to the City Clerk and Department of Labor and Industries; a nd (iii) Supplier agrees that the Supplier shall actively solicit the
<br />employment of minority group members. Supplier further agrees that the contractor shall actively solicit bids for the subcont racting 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. Suppli er further agrees to consider the grant of subcontracts to such minority
<br />bidders on the basis of substantially equal p roposals in the light most favorable to such minority businesses. The Supplier shall be required to submit evidence of compli ance with this section as part
<br />of the bid.
<br />c. Willful Wage Violation Certification. If this PO is for $10,000 or more, then Supplier by accepting this PO certifies that, within the five -year period immediately preceding the date of
<br />this PO, Supplier has not been determined by a final and binding citation and notice of assessment issued by the WA Department of Labor and Industries or through a civil judgment entered by a
<br />court of limited or general jurisdiction to have willfully violated, as defined in RCW 49.48.082, any provision of chapter 49 .46, 49.48, or 49.52 RCW. This certification covers any entity that is
<br />substantially identical to Supplier. An untrue certification by Supplier is a material breach and cause for termination.
<br />5.PAYMENT TERMS/TAXES/CASH DISCOUNT: Unless otherwise stated on this PO, the terms of payment shall be net 30 days from receipt of a proper invoice. PO numbers m ust be noted on all
<br />invoices. Invoices will not be processed for payment until invoiced goods or services are received. Payments by the City are not assignable without the prior written consent of the City’s Procurement
<br />Manager or designee. Unless otherwise provided in this PO, the City agrees to pay all State of Washington sales or use tax. No charge by Supplier shall be made for federal excise taxes, and the City
<br />agrees to furnish Supplier, upon acceptance of goods or services supplied under this order, with an exemption certificate. In the event that the City is entitled to a cash discount, the period of
<br />computation will commence on the date of delivery or receipt of a correctly completed invoice, whichever is later. If an adj ustment in payment is necessary due to damage, the cash discount period
<br />shall commence on the date final approval for payment is authorized. If a discou nt applies, but the invoice does not reflect the existence of a cash discount, the City is entitled to a cash discount
<br />with the period 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 regulations. Supplier shall possess and maintain all necessary licenses,
<br />permits, certificates, and credentials. If applicable, Supplier shall have a valid and current City of Evere tt 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, disabil ity, or other circumstances as may be defined by federal, state, or local law or
<br />ordinance.
<br />7.INDEMNIFICATION: Supplier shall defend, indemnify, and hold the City, its officers, employees, and agents harmless from any and all claims, injuries, damages, losses, or suits, including attorney
<br />fees, resulting from the acts or omissions of Supplier, its contractors, agents or employees arising out of or in connection with the performance of this PO, except for injuries and damages caused by
<br />the 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 event of liability for damages arising out of bodily injury to
<br />persons or damages to property caused by or resulting from the concurrent negligence of Supplier and the City, the Supplier’s liability hereunder shall be only to the extent of Supplier’s negligence.
<br />It is further specifically and expressly understood that the indemnification provided herein constitutes the Supplier’s waive r of immunity under Industrial Insurance, Title 51 RCW, solely for the
<br />purpose of this indemnification. This waiver has been mutually negotiated by the 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, Supplier shall stop performance, and City shall pay Supplier for goods
<br />and services delivered and accepted. If Supplier breaches any PO obligation or is declared insolvent, the City may terminate this PO for cause with written notice to Supplier, and Supplier shal l 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 purchase from City contracts, incl uding this PO, if so stated in the
<br />solicitation. The City is not responsible for any purchase order 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 Snohomis h County Superior Court. Unless otherwise provided in this PO,
<br />this PO and all records associated with the PO are subject to public disclosure by the City without notice to Supplier. If a court of competent jurisdiction declares any provision of the PO to be invalid,
<br />the other provisions and the rights and obligations of the parties remain in effect. Any failure by the City to enforce strict performance of any provision of this PO will not constitute a waiver of the
<br />City’s right to enforce such provision or any other provision of the PO. Supplier shall not assign, transfer, or encumber any rights, duties, or interests under this PO without the written consent of the
<br />City’s Procurement Manager or designee.
<br />Rev. 12.2.2024
|