ATTACHMENT D Sample Goods Contract.pdf

Page 1 of 4 –Products and Goods Contract No.______ Rev 2/16/23

CITY OF REDMOND PRODUCTS AND GOODS PURCHASE CONTRACT

CONTRACT NO. ________________

This Contract is between the City of Redmond, Oregon (City) and ___________________________________ (Seller). The parties agree as follows:

1. TERM: The effective date of this Contract shall be _______________. Unless earlier terminated or extended as provided in the Contract Documents, the completion date shall be ____________________as defined in the bid documents, or herein incorporated.

2. CONTRACT DOCUMENTS: The Contract Documents include, the Contract and its Exhibits as listed in the chart below.

In the event of a conflict between or among the terms of this Contract and any proposal, bid document, standards and specifications and/or request for proposals, the following order of precedence shall prevail: (a) this Contract; (b) the Attachments to this Contract; (c) the request for proposal; (d) the proposal and/or bid documents. Nothing in this Contract shall be considered as an acceptance of the terms of a proposal if the terms of the proposal conflict or are otherwise incompatible with the terms contained in this Contract and its attachments or in the City’s request for bids or proposals.

Exhibit # Description # Pages Included?

1 Statement of Work and Compensation X 2 Insurance and Bond Requirements X

3. PRODUCTS: Subject to the terms and conditions contained in this Contract, Seller will sell, transfer, convey, and assign to City, and City will purchase from Seller, the goods, products, and/or equipment described on the attached Exhibit 1 in accordance with the plans and specifications described in Exhibit 1 (individually and collectively, the “Product(s)”).

The quantity, quality, description, and itemized price(s) of the Products will, subject to the terms and conditions contained in this Contract, be as specified in Exhibit 1. Upon demand from City, Seller will sign and deliver all certificates of title, assignments, and other documents and/or instruments that City deems necessary or appropriate to effectuate City’s purchase of the Products from Seller.

4. PAYMENT: The purchase price for the Products is $______per _____ for ______, and $______ per _____ for _________ (the “Purchase Price”). Subject to the terms and conditions contained in this Contract, City will pay the Purchase Price as specified in Exhibit 1. Seller will pay all taxes and charges arising out of or resulting from Seller’s obligations under this Contract and/or Seller’s sale of the Products to City. Notwithstanding anything contained in this Contract to the contrary, total compensation payable by City under his Contract will not exceed $________ per year, or $________ for the entire term of this Contract.

4.1. Seller shall reference the Contract Number on Invoice and will be billed to the City of Redmond 411 SW 9th St, Redmond, OR 97756. Invoice will be emailed to: apinvoices@redmondoregon.gov. If an Invoice is delivered on a non-business day, the Invoice shall be considered received on the next day the City’s Finance Department is open for business.

5. DELIVERY;INSPECTION:

5.1. Product Delivery. Seller will ship and transport the Products to City as specified in Exhibit 1, Invitation to Bid, Wastewater Treatment Chemicals. Prior to delivery, Seller will inspect, test, and otherwise confirm that the Products comply with the provisions contained in this Contract. Seller will insure all shipments at full value. The costs and expenses to transport the Products to the Delivery Site, including, without limitation, all charges, costs, and expenses for packaging, packing, transportation, shipping, handling, carriage, insurance, and delivery, will be at Seller’s cost and expense. Seller will ensure that the Products are properly loaded and secured to avoid any Product damage, loss, theft, and/or destruction resulting from the transport. Notwithstanding anything contained in this Contract to the contrary, the Products must be delivered in an undamaged condition to the Delivery Site.

5.2. Product Inspection. Upon delivery of the Products to City at the Delivery Site, City will have twenty (20) days within which to inspect, test, and examine the Products (the “Inspection Period”) and determine whether to accept the Products. Seller will cooperate and assist City with its inspection and examination of the Products. City will be deemed to have accepted the Products unless City provides Seller written notice of its rejection of all or any part of the Products within the Inspection Period. If City does not accept the Products, Seller will refund the Initial Payment to City by cashier’s check or wire transfer to an account specified by City within ten (10) days after Seller’s

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Page 2 of 4 –Products and Goods Contract No.______ Rev 2/16/23 receipt of notification from City that City does not accept the Products or immediately replace the Products to City’s satisfaction. Seller will be responsible for transporting any rejected Products back to Seller, including the payment of all transportation costs and expenses. Nothing contained in this Contract, will impair or limit City’s rights as a City, including, without limitation, the rights and remedies relating to rejection under ORS 72.6020 and revocation of acceptance under ORS 72.6080.

6. INDEPENDENT CONTRACTOR; TAXES; LICENSES: Seller is an independent contractor of City. Seller is not an employee of City. Seller is free from direction and control over the means and manner of performing Seller’s obligations under this Contract, subject only to the right of City to specify the desired results. City will not withhold any taxes from any payments made to Seller, and Seller will be responsible for paying all taxes arising out of or resulting from Seller’s performance of Seller’s obligations arising out of and/or under this Contract, including, without limitation, income, social security, workers’ compensation, and employment insurance taxes. Seller is solely responsible for obtaining all licenses, approvals, and certificates necessary or appropriate to sell, transfer, and convey the Products to City. This Contract does not create an agency relationship between City and Seller and does not establish a joint venture or partnership between City and Seller. Seller does not have the authority to bind City or represent to any person that Seller is an agent of City.

7. INDEMNIFICATION HOLD HARMLESS: Seller shall defend, save, hold harmless and indemnify the City and its officers, directors, agents, employees and volunteers from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of Seller or its officers, employees, contractors, or agents under this Contract. Neither party shall be liable to the other for any incidental or consequential damages arising out of or related to this Contract. Neither party shall be liable for any damages of any sort arising solely from a lawful termination of this Contract or any part hereof in accordance with its terms.

8. WARRANTY; CLAIM PROCEDURE: All Products delivered under this Contract, including, without limitation, all Product articles, packaging, and labeling, will be new, unblemished, fit for City’s intended purpose and use, and free from defects in design, material, manufacture, and workmanship for a period of two years commencing from the date of Seller’s Acceptance (as defined below) (the “Warranty Period”). If City discovers a deficiency and/or defect in the Products during the Warranty Period, Seller will repair, correct, or replace the deficient or defect Product within 10 days after City’s written notice. Seller will complete all warranty work diligently and expeditiously until completion (and without cost and/or interruption to City). If Seller fails to promptly complete the warranty work, City may employ a third party to complete the warranty work. All costs and expenses incurred by City to service the warranty work will be reimbursed by Seller immediately upon City’s written demand. Seller warrants and guarantees all repair work for two years, commencing upon completion of the warranty work. Seller’s warranty provided under this is in addition to and not in lieu of all other representations, warranties, guarantees, and remedies provided under this Contract. For purposes of this Contract, the term “Seller’s Acceptance” means Seller’s acceptance of the Products under Section 5.2 of this Contract subject to the terms and conditions contained in this Contract (including, without limitation, Seller’s warranty provided under this Section

9. SUBROGATION WAIVER: Seller agrees that in the event of loss due to any of the perils for which it has agreed to provide commercial general and automotive liability insurance, Seller shall look solely to its own insurance for recovery.

Seller hereby grants to the City, on behalf of any insurer providing commercial general and automotive liability insurance to either Seller or the City with respect to the services of Seller herein, a waiver of any right to subrogation which any such insurer of said Seller may acquire against the City by virtue of the payment of any loss under such insurance.

10. PERMITS AND LICENSES: Seller, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a the City Business License, which may be required in connection with the performance of services hereunder.

11. PREFERENCE FOR RECYCLED MATERIALS (ORS 279A.125): Seller will use where applicable, recycled materials if (a) The recycled product is available; (b) The recycled product meets applicable standards; (c) The recycled product can be substituted for a comparable non-recycled product; and (d) The recycled product’s costs do not exceed the costs of non-recycled products by more than five percent (5%).

12. TERMINATION: The parties may terminate this Contract as follows:

12.1. At any time by mutual written consent of both parties.

12.2. The City may, at its sole discretion, terminate the Contract for its convenience, in whole or in part, upon thirty (30) days’ notice, in writing and delivered by certified mail or in person.

12.2.1. If the City terminates the Contract for its convenience, the City will pay Seller for completed Services in accordance with the Contract Documents prior to the effective date of termination, however the City is not

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Page 3 of 4 –Products and Goods Contract No.______ Rev 2/16/23 required to pay Seller for loss of anticipated profits or revenues or other economic loss arising out of or related to the City’s termination.

12.2.2. If the City terminates this Contract and a court, arbitrator or other body with jurisdiction to consider the City’s termination determines that the termination was unlawful or improper, the City’s termination, to the maximum extent permitted by law, will be treated as a termination for the City’s convenience

12.3. The City may terminate the Contract, effective upon delivery of written notice to the Seller, or at such later date as may be established by the City under any of the following conditions:

12.3.1. The City funding is not obtained or continued at levels sufficient to pay for Seller’s Services. The Contract may be modified to accommodate a reduction in funds.

12.3.2. If federal, state or the City regulations or guidelines are modified, changed or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this Contract.

12.3.3. If any license or certificate required by law, regulation or this Contract, including insurance, to be held by the Seller to provide the services required by this Contract is for any reason denied, revoked, or not renewed.

12.3.4. Any termination of this Contract shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination.

12.3.5. The City by written notice of default (including breach of contract) to the Seller may terminate the whole or any part of this Contract:

12.3.5.1. If the Seller fails to provide services called for by this Contract within the time specified or any extension of the Contract, or

12.3.5.2. If the Seller fails to perform any of the other provisions of this Contract, or so fails to pursue the Services as to endanger performance of this Contract in accordance with its terms, and alter receipt of written notice from the City, fails to correct such failures within 10 days or such longer period as the City may authorize.

12.3.5.3. Seller is subject to periodic criminal background investigations by the City and, if such investigations disclose criminal activity not disclosed by Seller, such non-disclosure shall constitute a material breach of this Contract.

12.4. Seller may terminate this Contract upon 30 days’ written notice to the City if the City fails to pay Seller pursuant to the terms of this Contract and the City fails to cure within 30 business days after receipt of Seller’s notice, or such longer period of cure as Seller may specify in the notice.

13. GOVERNING LAW/JURISDICTION: This Contract is executed in Redmond, Oregon. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “Claim”) between the City and Seller that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Deschutes County for the State of Oregon; provided, however, if a Claim shall be brought in federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. Any trial arising out of or related to this Contract will be presented to the court without a jury. SELLER, BY EXECUTION OF THIS CONTRACT, HEREBY

CONSENTS TO THE PERSONAL JURISDICTION OF SAID COURTS.

14. FORCE MAJEURE: Neither party to this Contract shall be liable to the other party for delays in performing the Work or for the direct or indirect cost resulting from such delays that may result from strikes, riots, war, acts of governmental authorities, extraordinary weather conditions or other natural catastrophe, or any other cause beyond the reasonable control or contemplation of either party.

15. WAIVER: The City’s delay in exercising, or failure to exercise any right, power, or privilege under this Contract shall not operate as a waiver thereof, nor shall any single or partial exercise or any right, power, or privilege under this Contract preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

16. ATTORNEY FEES: If a suit or action is filed to enforce any term of this Contract, the prevailing party shall be entitled to recover from the other party, in addition to costs and disbursements provided by statute, any sum that a court, including any appellate court, may adjudge reasonable as attorney’s fees.

17. SEVERABILITY: If any term or provision of this Contract is declared illegal or in conflict with any law by a court of competent jurisdiction, the validity of the remaining terms and provisions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular term or provision held to be invalid.

18. REPRESENTATION ON AUTHORITY OF PARTIES/SIGNATORIES: Each person signing this Contract represents

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Page 4 of 4 –Products and Goods Contract No.______ Rev 2/16/23 and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Contract. Each party represents and warrants to the other that the execution and delivery of the Contract and the performance of such party's obligations hereunder have been duly authorized and that the Contract is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

19. NOTICE: Any notices required under this Contract shall be effective when received at the following addresses:

CITY: 411 SW 9th Street, Redmond, Oregon 97756

SELLER: ______________

Federal Tax ID# or Social Security #: __________________

Business Designation (check one):

☐ Corporation-for profit ☐ Corporation-non-profit

☐ Sole Proprietorship ☐ Other ____________________

☐ Partnership

IN WITNESS WHEREOF the parties hereto have caused this Contract to be executed the day and year first above written.

CITY OF REDMOND SELLER

By: Authorized Signature, and title By: Authorized Signature, and title

ATTEST:_______________________

City Recorder – Kelly Morse

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EXHIBIT 2 INSURANCE and BOND

CITY OF REDMOND

Insurance Assigned: JAL The Contractor shall at all times maintain, in force, at Contractor’s expense, each insurance noted below. Insurance coverage must apply on a primary and non-contributory basis. All insurance policies, except Professional Liability, shall be written on an occurrence basis and be in effect for the term of this contract. Policies written on a “claims made” basis must be approved and authorized by the City of Redmond.

Contractor Name: Contract No.

Workers Compensation insurance in compliance with ORS 656.017, requiring Contractor and all subcontractors to provide workers’ compensation coverage for all subject workers, or provide certification of exempt status. Employers' Liability Insurance with coverage limits of not less than $500,000 must be included.

Professional Liability insurance with an occurrence combined single limit of not less than:

Per Occurrence limit Annual Aggregate limit ☐ $1,000,000 ☐ $2,000,000 ☐ $2,000,000 ☐ $3,000,000

Professional Liability insurance covers damages caused by error, omission, or negligent acts related to professional services provided under this Contract. The policy must provide extended reporting period coverage, sometimes referred to as “tail coverage” for claims made within two years after this contract is completed.

☐ Required by City ☒ Not required by City

Commercial General Liability insurance with a combined single limit of not less than:

Per Occurrence limit Annual Aggregate limit ☒ $2,000,000 ☒ $3,000,000 ☐ $3,000,000 ☐ $4,000,000 ☐ $4,000,000 ☐ $5,000,000

Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising injury, property damage, premises, operations, products, completed operations and contractual damages. By separate endorsement, the policy shall name The City of Redmond, its agents, directors, officers, employees and volunteers as an additional insured. The additional insured endorsement shall not include declarations that reduce any per occurrence or aggregate insurance limit. The contractor shall provide additional coverage based on any outstanding claim(s) made against policy limits to ensure that minimum insurance limits required by the City are maintained. Construction contracts may include aggregate limits that apply on a “per location” or “per project” basis.

☒ Required by City ☐ Not required by City ☐ Per Location or Project required

Automobile Liability insurance with a combined single limit of not less than:

Per Occurrence ☐ $500,000 ☒ $1,000,000 ☐ $2,000,000

Automobile Liability insurance includes coverage for bodily injury and property damage resulting from operation of a motor vehicle. Commercial Automobile Liability Insurance shall provide coverage for any motor vehicle (symbol 1 on some insurance certificates) driven by or on behalf of Contractor during the course of providing services under this contract.

Commercial Automobile Liability is required for contractors that own business vehicles registered to the business. Examples include: plumbers, electricians or construction contractors. An Example of an acceptable personal automobile policy is a contractor who is a sole proprietor that does not own vehicles registered to the business.

☒ Required by City ☐ Not required by City

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Additional Requirements: Contractor shall pay all deductibles and retentions. A cross-liability clause or separation of insured's condition must be included in all commercial general liability policies required by this Contract. Contractor’s insurance coverage will be primary in the event of loss. Contractor’s insurance policy must provide a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance.

Certificate of Insurance Required: Contractor shall furnish a current Certificate of Insurance to the City with the signed Contract. Contractor shall provide that there shall be no cancellation, termination, material change, or reduction of limits of the insurance coverage without at least 30 days written notice from the Contractor to the City. The Certificate shall also state the deductible or, if applicable, the self-insured retention level.

No contract shall be effective until the required certificates have been received and approved by the City of Redmond. The certificate will specify and document all provisions within this contract. A renewal certificate will be sent to the City of Redmond 10 days prior to coverage expiration.

For commercial general liability coverage, the Certificate shall also provide, by policy endorsement, that The City of Redmond, its agents, directors, officers, employees and volunteers are additional insureds with respect to Contractor’s services provided under this Contract. The endorsement must provide primary and non-contributory coverage. All endorsements must be in a format acceptable to The City of Redmond.

Insurance Carrier Acceptability: Insurance coverage provided to the City of Redmond by the contractor will be in an acceptable form and underwritten by an insurance company deemed acceptable by the City of Redmond. The City of Redmond reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. The City of Redmond has the sole authority and discretion to determine the acceptability of an insurance carrier's financial rating and the form of policies and endorsements.

If requested, complete copies of the contractor’s insurance policies shall be provided to the City.

All bonds will be in a format acceptable to the City and be provided by a company authorized to do business in Oregon.

Contractor Date

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