Exhibit C - Terms and Conditions for PO~1.pdf

NWCPUD STANDARD PURCHASE ORDER

TERMS AND CONDITIONS

1. All prices are Delivered Duty Paid (DDP) delivery point. All damage, prior to NWCPUD acceptance, is the responsibility of Contractor.

2. Inspection of goods will be made at delivery point unless otherwise specified. Goods must conform to NWCPUD's specifications, subject to NWCPUD's final inspection and acceptance. If not, nonconforming material may be rejected and/or held for Contractor’s disposition whichever NWCPUD determines to be in its best interest. Where damage occurs in shipment, it is Contractor's responsibility to prove conformity prior to acceptance.

3. Unless otherwise stated, all goods shall be free and clear of any liens or encumbrances and shall be new (and, if applicable, the current model) and shall carry full manufacturer warranties. Contractor warrants all goods delivered to be free from defects in labor, material and manufacture and to be in compliance with the specifications as set out in this Contract.

4. Contractor represents and warrants to NWCPUD that Contractor has the power and authority to enter into and perform this Contract and that this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms. Contractor further warrants that it shall perform work in this Contract in good and workmanlike manner, and that Contractor shall, at all times, be qualified, competent and current with any necessary licenses to perform work set forth in this Contract.

5. Contractor shall provide NWCPUD with a Safety Data Sheet (SDS) as defined by the Occupational Safety and Health Administration (OSHA) for any goods provided under this Contract which may release, or otherwise result in exposure to, a hazardous chemical under normal conditions of use. In addition, Contractor must label, tag or mark such goods.

6. Subject to the limitations of liability for public bodies set forth in the Oregon Tort Claims Act (ORS 30.260 to 30.330) each party shall hold harmless and indemnify the other, its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses resulting from, arising out of, or relating to any error, omission, breach of contractual duty, or negligent act resulting from the indemnifying party’s own acts or omissions.

Each party agrees to indemnify, defend and save harmless the other party, its officers, agents, and representatives, from and against any suits, actions, legal or administrative proceedings, claims, debts, demands, damages, losses, penalties, liabilities, interest, attorneys’ fees, costs and expenses (any of the foregoing are referred to herein as “Loss” and collectively as Losses”), arising from or related to the Services and attributable to either a breach by that party of its obligations hereunder or any negligent act, error, or omission, or willful misconduct of anyone acting under the breaching party’s direction of control or any of that party’s Contractors or subcontractors; or arising from or related to any breach or inaccuracy of any representation or warranty of that party made in this Agreement.

7. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the work under this Contract. NWCPUD's performance under this Contract is conditioned upon contractor’s compliance with the clauses required in every public contract as set forth in ORS 279A, 279B, and 279C which are hereby incorporated by reference. Contractor, its subcontractors, if any, and all employers working under this Contract are subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide Oregon workers' compensation coverage that satisfies Oregon law for all their subject workers.

8. In case of default by Contractor, NWCPUD may procure the goods or services from other sources and charge the Contractor or vendor as liquidated damages any excess direct costs or damages occasioned thereby.

9. Payment will be made only after goods and/or services have been received and accepted by NWCPUD in accordance with NWCPUD’s regular payment terms: Net 30 days after acceptance of goods or services and receipt of a valid invoice.

10. Contractor shall not assign, sell, transfer or subcontract rights, or delegate responsibilities under this Contract, in whole or in part, without the prior written approval of NWCPUD.

11. Contractor warrants goods and services provided under this Contract comply with all federal Occupational Safety and Health Administration (OSHA) requirements and with all Oregon safety and health requirements, including those of the State Workers' Compensation Division.

12. Except as otherwise provided herein, the Uniform Commercial Code, as adopted in Oregon shall apply to this Contract.

13. If the amount of this Contract exceeds $10,000 and if Contractor is not domiciled in or registered to do business in the state of Oregon, Contractor shall promptly provide the Oregon Department of Revenue all information required by that Department relative to this Contract, NWCPUD may withhold final payment under this Contract until Contractor has met this requirement.

Exhibit B

14. Any service or services to be rendered by Contractor under this Contract are those of an independent contractor. Contractor is responsible for all federal and state taxes or other payments or withholdings applicable to compensation or payments paid to Contractor under this Contract.

15. NWCPUD is an Equal Employment Opportunity and Affirmative Action employer and requires contractors and their subcontractors to follow

EEO/AA practices in their performance of this contract.

16. Force Majeure. Neither Party shall be liable for delays in the execution of its obligations due to causes beyond their reasonable control including but not limited to acts of God, fires, strikes, labor disturbances, floods, epidemics, quarantine restrictions, war, insurrection or riot, acts of a civil or military authority, compliance with priority orders or preference ratings issued by the federal Government, acts of Government authorities with respect with to revocation of export or re-export permits/licenses, wrecks or delays by carriers or unusually severe weather.

The Party shall, however, make all reasonable efforts to remove or eliminate such cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract. NWCPUD may terminate this Contract upon written notice after reasonably determining that such delay or default will likely prevent successful performance of this Contract.

In the event of any such delay, the date of shipment and/or date of services will be extended for a minimum of time equal to the period of the delay.

17. This Purchase Order constitutes the entire agreement between the Contractor and NWCPUD on the subject matter thereof. There are no understandings, agreements, or representations, oral or written, not specified therein regarding this Purchase Order; including any terms and conditions found on Vendor’s quotes, acknowledgements, invoices, or any other form(s) submitted by Vendor. No terms and conditions, other than those stated herein, and no agreement or other understanding in any way modifying the terms and conditions shall be binding upon NWCPUD, unless hereafter in writing and signed by an authorized representative of NWCPUD.

18. Contractor is responsible for following prevailing wages applicable in the state of Oregon by the Bureau of Labor and Industries (BOLI), these are located at: oregon.gov/boli

19. If either party brings an action to enforce their rights under these terms and conditions, the prevailing party may recover expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal from the losing party. Action is defined as a suit or action or arbitration.

Standard Purchase Order Terms and Conditions – created 01/19/18 sp