Fillable Odot Public Transit Grant Purchase Order (Page 2 of 2) in pdf

stAndArd terms And cOnditiOns -— stAte OF OregOn -— cOntrActs FOr the PurchAse OF suPPlies And/Or serVices

1. definitionS: “contract’ means the entire written agreement between the

perform examination, and audits and make excerpts and transcripts.

parties, including but not limited to the Invitation to Bid or Request for Proposal

14. AMENDMENTS: The terms of this contract shall not be waived, altered, modified,

and its specifications, terms and conditions; solicitation instructions; solicitation

supplemented or amended in any manner whatsoever without prior written approval

addenda and contract amendments, if any; the purchase order or price agreement

of the State.

document.

15. Severability: if any provision of this contract is declared by a court of

“contractor” means a person or organization with which the State of oregon has

competent jurisdiction to be illegal or in conflict with the law, the validity of the

contracted for the purchase of goods the terms “contractor” and “Seller” as used

remaining terms and provisions shall not be affected; and the rights and obligations

in the Uniform Commercial Code (ORS chapter 72) are synonymous; “ORS’ means

of the parties shall be construed and enforced as of the contract did not contain the

the Oregon Revised Statutes;

particular provision held invalid.

“State” means the state agency making the purchase and is synonymous with

16. waiver: failure of the State to enforce any provision of this contract shall not

“buyer” as used in orS chapter 12. “State” also means an orcpp member if

be a waiver or relinquishment by the State of its right to such performance in the

the purchase is being made under the State’s cooperative purchasing program

future nor of the right to enforce any other provisions of this contract.

authorized by orS 190.240.

17. GOVERNING LAW; JURISDICTION, VENUE: This contract shall be governed

2. WORKERS’ COMPENSATION: The Contractor, its subcontractor, if any, and

and construed in accordance with the laws of the State of Oregon, without resort

all employers providing work, labor or materials under this Contract are subject

to any jurisdiction’s conflict of laws rules or doctrines. Any claim, action, suit, or

employers under the oregon workers’ compensation law and shall comply with

proceeding (collectively, “the claim”) between the State (and/or any other agency or

ORS 656017, which requires them to provide Oregon workers’ compensation

department of the State of oregon) and the contractor that arises from or relates to

coverage that satisfies Oregon law for all their subject workers.

this contract shall be brought and conducted solely and exclusively within the circuit

3. Standard and Special termS and conditionS: the terms and

Court of Marion County for the State of Oregon. Provided, however, if the claim

conditions printed on this page are standard to State of oregon contracts for the

must be brought in a federal forum, then it shall be brought and conducted solely

purchase of goods. there may also be special terms and conditions in an invitation

and exclusively within the united States district court for the district of oregon.

to Bid or Request for Proposal which apply only to this contract.

Contractor hereby consents to the in personam jurisdiction of said courts.

4. delivery: all deliveries shall be f.o.b destination with all transportation and

18. ASSIGNMENT/SUBCONTRACT/SUCCESSORS: Contractor shall not assign,

handling charges paid by Contractor, unless specified otherwise in the solicitation

sell, transfer, or subcontract rights or delegate responsibilities under this contract

documents. responsibility and liability for loss or damage shall remain with

in whole or in part, without the prior written approval of this State. No such written

approval shall relieve Contractor of any obligations of this contract, and any

Contractor until final inspection and acceptance when responsibility shall pass to

the State except as to latent defects, fraud and Contractor’s warranty obligations.

transferee or subcontractor shall be considered the agent of contractor. contractor

shall remain liable to the State under the contract as if no such assignment, transfer,

5. INSPECTIONS: Goods furnished under this contract shall be subject to inspection

or subcontract had occurred. the provisions of this contract shall be binding upon

and test by the State at times and place determined by the State. If the State finds

and shall inure to the benefit of the parties to the contract and their respective

goods furnished to be incomplete or not in compliance with solicitation specifications,

successors and assigns.

the State may reject the goods and require Contractor to either correct them

without charge or deliver them at a reduced price, whichever is equitable under the

19. compliance with applicable lawS: contractor shall comply with all

circumstances. if contractor is unable or refuses to cure any defects within a time

federal, state and local laws, codes, regulations and ordinances applicable to the

deemed reasonable by the State, the State may reject the goods and cancel the

provision of goods under this contract, including, without limitation, the provisions

contract in whole or in part. nothing in this paragraph shall in any way affect or limit

of ORS 279C.505, 279C.515, and 279B.235, as set forth below and the provisions

the State’s rights as buyer, including the rights and remedies relating to rejection

of: (i) Title VI of the Civil Rights Act of 1964; (ii) Section V of the Rehabilitation

under orS 72.6020 and revocation of acceptance under orS 72.6080.

Act of 1973; (iii) the Americans with Disabilities Act of 1990 (Pub L No 101- 336).

ORS 659.425, and all amendments of and regulations and administrative rules

6. WARRANTIES: Unless otherwise stated, all goods shall be new and current

established pursuant to those laws; and (iv) all other applicable requirements of

model and shall carry full manufacturer warranties. contractor warrants all goods

federal and state civil rights and rehabilitation statutes, rules and regulations.

delivered to be free from defects in labor, material and manufacture and to be in

20. paymentS reQuired by orS 279c.505 and 279b.220: for all goods

compliance with solicitation specifications. All implied and expressed warranty

provisions of the uniform commercial code (orS chapter 72) are incorporated in

provided under this contract, Contractor shall (i) pay promptly, as due, all persons

this contract. all warranties shall run to the State.

supplying labor or material; (ii) pay all contributions or amounts due the industrial

Accident Fund from the contractor or any subcontractor; (iii) not permit any lien or

7. CASH DISCOUNT: If the State is entitled to a cash discount, the period of

claim to be filed or prosecuted against the state, county, school district, municipality,

computation shall commence on the date the entire order is delivered or the date

municipal corporation or subdivision thereof; and (iv) pay to the Department of

the invoice is received, whichever is later.

revenue all sums withheld from employees pursuant to orS 316.167.

8. payment: payment for completion of State contracts is normally made within

21. STATE PAYMENT OF CONTRACTOR CLAIMS: If Contractor fails, neglects

30 days following the date the entire order is delivered or the date the invoice is

or refuses to pay promptly is due, any claim for labor or services furnished to

received, whichever is later. After 45days, Contractor may assess overdue account

the contractor or any subcontractor by any person in connection with the goods

charges up to a maximum rate of two-thirds of one percent per month (8% apr) on

provided under this contract, the State may pay such claim and charge the amount

the outstanding balance (orS 293.462).

of the payment against funds due or to become due the contractor under this

9. termination: this contract may be terminated by mutual consent of both

contract. the payment of a claim by the State pursuant to this paragraph 21 shall

parties or by the State at its discretion. the State may cancel an order for goods at

not relieve the Contractor or its surety, if any, from obligation with respect to any

any time with written notice to Contractor, stating the extent and effective date of

unpaid claims.

termination. Upon receipt of this written notice, Contractor shall stop performance

22. hourS of labor: no person shall be employed by the contractor for more

under this contract as directed by the State. If this contract is so terminated,

than eight hours in any one day, or 40 hours in any one week, except in cases of

contractor shall be paid in accordance with the terms of the contract for goods

necessity, emergency, or where public policy absolutely requires it, and in such

delivered and accepted if contractor’s damages arising out of return of the goods

cases the laborer shall be paid at least time-and-a-half pay for all overtime in excess

cannot be mitigated by the resale as provided in the uniform commercial code

of eight hours a day and for work performed on Saturday and on any legal holiday

(orS 72.7060).

specified in ORS 279B.020 and 279C.540.

10. force maJeure: neither party to this contract shall be held responsible

23. Safety and health reQuirementS: goods and services provided

for delay or default caused by fire, riot, acts of God and/or war, which is beyond

under this contract shall comply with all federal occupational Safety and health

the party’s reasonable control. the State may terminate this contract upon written

Administration (OSHA) requirements and with all Oregon safety and health

notice after determining such delay or default will reasonably prevent successful

requirements, including those of the State Workers’ Compensation Division.

performance of this contract.

24. award to foreign contractor: if contractor is not domiciled in or

11. breach of contract: Should contractor breach any of the provisions of

registered to do business in the State of Oregon, Contractor shall promptly provide

this contract, the State reserves the right to cancel this contract upon written notice

to the oregon department of revenue and the Secretary of State corporation

to contractor. contractor shall be liable for any and all damages suffered by the

Division all information required by those agencies relative to this contract. The

State as the result of contractor’s breach of contract including but not limited to

State shall withhold final payment under this contract until Contractor has met this

incidental and consequential damages, as provided in ORS 72.7110 to 72.7170 in

requirement.

the event of repeated breach of public and/or private contracts, Contractor shall be

subject to disqualification on State of contracts, as provided in ORS chapter 279

25. recyclable productS:

contractor shall use recyclable products to

and oar chapter 137.

the maximum extent economically feasible in the performance of this contract.

contractor shall specify the minimum percentage of recycled product in the goods

12. HOLD HARMLESS: Contractor shall indemnify, defend and hold harmless the

provided.

State and its divisions, officers, employees, agents and members, from all claims,

suits or actions of any nature arising out of or related to the activities of Contractor,

26. material Safety data Sheet:

in accordance with the or-oSha

its officers, subcontractors, agents or employees under this contract.

Hazard Communication Rules in OAR chapter 437, division 155, Contractor shall

provide the State with a material Safety data Sheet for any goods provided under

13. ACCESS TO RECORDS: The Contractor shall maintain all fiscal records relating

this contract which may release, or otherwise result in exposure to, a hazardous

to this contract in accordance with generally accepted accounting principle and shall

chemical under normal conditions of use (OAR 437- 155-005 (2); 437-155-025). In

maintain any other records relating to this contract in such a manner as to clearly

addition, Contractor must label, tag or mark such goods.

document Contractor’s performance hereunder. The State and its agencies, the

Secretary of State Audits Division, the federal government and their duly authorized

reviSed by the attorney general 9/94

representatives shall have access to such fiscal records and to all other books,

document title changed and orS 279 referenceS updated by daS

documents, papers, plans and writings of Contractor which relate to this contract, to

formS committee 04/05

Odot Public Transit Grant Purchase Order Page 2

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