PO TC COMMBUYS.docx

Supplier/Contractor Signature & Date:

· Authority Purchase Order Terms & Conditions: This Purchase Order (“PO”) is a Contract Document. By executing or performing upon this PO, the Supplier/Contractor certifies under penalties of perjury that its quote or bid has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals. The Supplier/Contractor agrees that this PO incorporates and includes by reference specifications, terms, conditions and certifications of the quote, bid or applicable blanket contract agreement and all performance standards required therein.

· The Authority PO Number must appear on all cartons, packages, packing slips, bills of lading and correspondence relating to this order. Separate invoices are required for each order and must include the delivery point and state whether partial or complete. The Authority is not liable for goods or services furnished without written orders. The Supplier/Contractor shall comply with prevailing state or federal wage rates and submission of weekly certified payrolls. Upon request the Supplier/Contractor shall submit any certification required by law or regulation. Standard commercial warranties and guarantees shall apply unless otherwise agreed. See attached LHA Reservation of Rights, specifications and referenced U.S. HUD Conditions. Lowell Housing Authority is Sales Tax Exempt, Certificate # 046-003-186.

· Procurement Basis: |_|Sound Business |_|Quote |_|IFB |_|RFP |_|RFQ |_|State Contract |_|MHEC Contract |_|US Comm. Contract |_|Other |_|Emergency |_|Single/Sole Source:

· Contract No.: Procurement Officer Approval/Date:

LOWELL HOUSING AUTHORITY’S (LHA’s) RESERVATION OF RIGHTS Purchase Order (PO) Terms and Conditions v.10 7/22/15

1. ACCEPTANCE: By accepting this PO, the CONTRACTOR agrees to the terms and conditions specified herein, on attachments hereto, on the reverse hereof, and on any bid inquiry that may have preceded this award. These terms and conditions are accepted by written acknowledgement and/or commencement of performance by either party. Prices cannot be altered during the term unless that was a condition of CONTRACTOR’s bid. Unless otherwise stated, prices are inclusive of all costs.

2. DELIVERY: F.O.B.-Destination Prepaid unless LHA specifies otherwise. Delivery shall be within the business days ARO (After Receipt of Order) in priority: (1) on P.O., (2) in QSP/IFB/RFQ/RFP, or (3) quotation/bid/proposal. This PO may be cancelled without liability to the LHA if CONTRACTOR fails to make delivery as specified. Verbal orders are not binding on the LHA and deliveries made without a formal PO or contract are at the risk of the CONTRACTOR and may result in an unenforceable claim.

3. INSPECTION & ACCEPTANCE: Goods/services purchased shall be subject to inspection upon arrival or completion notwithstanding prior payment thereof. Rejected material will be returned for credit. All handling and transportation expense both ways shall be paid by the CONTRACTOR. Rejected services will be reworked and all costs associated with the rework will be charged to CONTRACTOR. Payment shall not be made for goods delivered under this PO until the goods are inspected and accepted; delivery and acceptance of delivery shall not be deemed to constitute an inspection and acceptance of the goods/services themselves.

4. CHANGES/SUBSTITUTIONS: Goods not conforming to the PO will not be accepted. Any changes must be taken up with LHA in writing prior to shipment. No changes will be valid unless confirmed by written amendment order from LHA.

5. WARRANTY: CONTRACTOR herein warrants and covenants that the subject merchandise complies with all applicable federal, state and local statutes, rules and regulations for the installation and use of said merchandise for the purpose for which said merchandise is being purchased or rented. All material and services furnished must be of the best of their respective kinds. The CONTRACTOR shall replace, repair or make good, without cost to the LHA, any defects or faults arising within one (1) year after date acceptance of work and/or materials furnished hereunder (acceptance not to be unreasonably delayed) resulting from imperfect or defective work done or materials furnished by the CONTRACTOR.

6. TITLE: Title to all goods furnished pursuant to this PO shall remain in the CONTRACTOR until delivery thereof is accepted by the Buyer. All risk against loss or damage shall be that of the CONTRACTOR while title remains in the CONTRACTOR.

7. IDEMNITY: The CONTRACTOR agrees to indemnify and save the LHA harmless from any and all manner of suits, claims, or demands arising out of any errors, omissions or negligence by CONTRACTOR (including all its employees, agents and independent contractors) in performing the Work, or any breach of the terms of this PO by such CONTRACTOR and shall reimburse the LHA for any and all costs, damages and expenses, including reasonable attorney's fees, which the LHA pays or becomes obligated to pay, by reason of such activities, or breach. The provisions of this section shall be in addition to, and shall not be construed as a limitation on, any other legal rights of the LHA with respect to the CONTRACTOR, in connection with this PO, and shall survive termination or expiration of this PO.

8. MATERIAL SAFETY DATA: CONTRACTOR shall to submit a Material Data Safety Sheet (MSDS) for each toxic or hazardous substance or mixture containing such substance, pursuant to M.G.L. CHIP SS8, 9 & 10 and the regulations contained in 441 CMR ss21.06, that is shipped against this order. The CONTRACTOR agrees to deliver all containers properly labeled pursuant to M.G.L. CI1FS7 and the regulations contained in 441 CMR S21.0-5. Failure to submit an MSDS and /or label each container will place the CONTRACTOR in noncompliance with this PO.

9. PAYMENT: Invoices must include Delivery/Date(s) of Svc. & Description, Invoice No., Contractor, Address, Phone, Units/Rates/Ext./Ttl. Prices, and PO/Contract Nos. Items listed on this PO are not subject to Federal excise tax or Massachusetts sales tax. The LHA is a tax exempt government purchaser pursuant to M.G.L. c. 121B & 64H: http://goo.gl/c4octu MA Certificate of Exemption #E046-003-186. https://malegislature.gov/Laws/GeneralLaws/PartI/TitleIX/Chapter64H/Section6 https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXVII/Chapter121B

10. CANCELLATION: This PO may be cancelled, with cause, by either the LHA or CONTRACTOR, upon written notice given by the non-defaulting party. For the purpose of this provision, “cause” shall include the failure of a party to fulfill its material duties. In the event LHA cancels with cause, LHA shall be under no obligation to make any payments to CONTRACTOR except for those services satisfactorily provided unless this PO is for a lump-sum, expenses of CONTRACTOR reasonably accrued prior to the effective date of the notice of termination in compliance with this PO (less the value of any claims of the LHA), all as determined by the LHA in its sole discretion, but for no other amounts, including, without limitation, claims for lost profits on Work not performed; and the CONTRACTOR shall remain liable for any damages, expenses or liabilities arising under this PO (including its indemnity obligations) with respect to WORK performed pursuant to the PO.

11. TERMINATION: LHA shall have the right to terminate this PO for its convenience and without cause upon ten (10) days written notice.

12. INVALIDATION OF PO: The risk of any failure of LHA to comply with provision of law, or with federal or state regulation relative to purchases of this nature, shall be assumed by the CONTRACTOR with the full understanding that the CONTRACTOR shall have no rights against LHA by reason of the latter’s non-compliance with such laws or regulations and the possible invalidation of the PO as a result thereof. Additionally, sub-contracting may invalidate any award and may subject a contractor to liability for damages unless allowed in advance by written authorization.

13. CHOICE OF LAW: This PO is governed by the law of The Commonwealth of Massachusetts and shall be construed in accordance therewith. The parties agree that exclusive jurisdiction for any action arising out of or relating to this PO shall lie with the state and federal courts having jurisdiction over the county and state in which the LHA is located and the parties hereby irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the venue of any proceeding brought in such location and further irrevocably waive any claims that any such proceeding has been brought in an inconvenient forum.

14. NON-DISCRIMINATION: The Contractor agrees to comply with all applicable Federal and State statutes, rules and regulations prohibiting discrimination in employment.

15. COMPLIANCE WITH TAX LAWS: Pursuant to M.G.L. Chapter 62C, §49A, the prospective contractor’s representative hereby certifies, under the penalties of perjury, that, to the best of his/her knowledge and belief, he/she is in compliance with all the laws of the Commonwealth relating to taxes, reporting of employees and contractors, and withholding and remitting child support.

16. CONFLICT OF INTEREST: The Contractor covenants, that (1) presently, there is no financial interest and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this PO or which would violate M.G.L. c.268A, as amended; (2) in the performance of this Contract, no person having any such interest shall be employed by the Contractor or engaged as a subcontractor by the contractor; and (3) no partner or employee of the firm is related by blood or marriage to any Board Member or employee of the Awarding Authority. https://malegislature.gov/Laws/GeneralLaws/PartIV/TitleI/Chapter268A

Lowell Housing Authority, P.O. Box 60, 350 Moody Street, Lowell, Massachusetts Tel. 978-937-3500 • Fax (888) 364-8835 • TDD 1-800-545-1833 ext. 178

If |X|, the following HUD forms apply by reference to this procurement and may be downloaded from the hyperlink provided:

|_| HUD Table 5.1 Mandatory Contract Terms for Small Purchases other than Construction http://portal.hud.gov/hudportal/documents/huddoc?id=74608c05PIHH.pdf |_| HUD-5370-EZ (Construction < $100K): http://portal.hud.gov/hudportal/documents/huddoc?id=5370-EZ.docx |_| (Construction > $100K): http://portal.hud.gov/huddoc/5370.docx |_| HUD-5370-C, §§1&2 supply/service/maintenance contracts $100K+ : |_|§C1($100K+/no maintenance) http://portal.hud.gov/hudportal/documents/huddoc?id=5370-C1.docx |_|§C2 (<$100K supply/service & maintenance) http://portal.hud.gov/hudportal/documents/huddoc?id=5370-C2.docx