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STANDARD TERMS AND CONDITIONS
<br /> LANE TRANSIT DISTRICT
<br /> CONTRACTS FOR THE PURCHASE OF GOODS AND SERVICES
<br /> 1. De H1rflaaRCarbatl' m ears tie entire wwtttem proem. between Me pates. Incsmuw net an m to,irr pvIeleon tr Me or Repeat conditions in an Invitation for Bid or Request for Proposal which apply only to this contract. In the event of
<br /> fur Proposal and its specifications. terms and conditions; instructions to bidders change notices. it any, a conflict between the standard and special terms. the latter take precedence
<br /> the accepted bd. and the purchase order pnce agreement document; 'Contractor means a person or
<br /> organization with whom Lane Transit District (LTD) has contracted for the purchase of goods The terms All purchases are subject to the provisions and requirements of the Oregon Revised Statutes, the
<br /> 'Contractor and 'Seller' as used in the Undorm Commercial Code (ORS Chapter 72) are synonymous, Attorney General's Model Public Contract Rules, and the Lane Transit DstncVs Review Board; and, not in
<br /> 'ORS' means the Oregon Revised Statutes; 'LTD' means the Lane Transit Dstnct 'Goods' we the conflict wth regulations required by Federal Transit Admnistrahon
<br /> elements in this Bass which indude materials and commodities, components and parts, equipment,
<br /> systems, rehabilitated equipment, construction. FEDERAL REGULATIONS
<br /> 2. AMENDMENTS: The terms of this contract shall not be waived, altered, modified, supplemented or ALL OR PART OF THIS CONTRACT 15 FEDERALLY FUNDED. Contractor shall comply with the following
<br /> amended in any manner whatsoever wMoutprior written approval of LTD applicable federal regulations in addition to all other specifications. terms and conditions of this Imitation for
<br /> Bid or Request for Proposal. As used in these regulations, 'Contracting Officer' means the Purchasing
<br /> 3. WAIVER Failure of LTD to enforce any provision of this contract shall not constitute a waiver or Administrator employed by LTD.
<br /> relinquishment by LTD of the right to such performance in the future nor of the right to enforce any other
<br /> provision of this contract. Thefellewina orayis ions and references can be reviewed in Purchasing.
<br /> 4. ASSIGN4EN17SUBCONIRACT: Contractor shall not assign. sell. transfer, subcontract or sublet Contractor shall comply with the follownng provisions regardless of the contract amount
<br /> rights, or delegate responsibilrt es under this contract, in whole or in part. without prior written approval of pruo and Alcohol Testing
<br /> LTD. No such written approval shall relieve Contractor of any obligations of this contract, and any 48 CFR Part 40
<br /> transferee or subcontractor shall be considered the agent of Contractor. Contractor shall remain liable as 49 CFR PART 655
<br /> between the original parses to the contract as I no such assignment had occurred 49 CFR PART 382
<br /> 6. SUCCESSORS IN INTEREST: The provisions of this contract shall be binding upon and shall Inure to Charter /School Bus Requirements 49 U.S.C. §5323 (d8f)
<br /> the benefit of the parties to the contract and their respective successors and assigns. 49 CFR PART 804
<br /> Cargo Preference
<br /> 6. COMPLIANCE WITH ALL GOVERNMENT REGULATIONS: Contractor shall comply with all federal, 48 U.S.C. 1241
<br /> state and local laws, codes. regulations and ordnances applicable to the goods to be purchased under 48 CFR PART 391
<br /> this contract Failure to comply with such requirements shall constitute a breach of contract and shall be Srismmr Safety
<br /> grounds for contract cancellation. Damages or costs resulting from noncompliance shall be the sole 42 U.S.C. 7701
<br /> responsibility of Contractor et seq 49 CFR PART 41
<br /> 7. NONDISCRIMINATION Contractor shall to corn* with all apphcable requirements of federal and F nerov Conservation Rrnuhemrm(s 42 U.S.C. 8321 et seq
<br /> date coil rights and rehabilitation statues, rules and regulations. 49 CFR PART 18
<br /> pus Testing
<br /> 8. SEVERABILITY: If any provision of this contract is declared by a court to be illegal or in con lid with 49 U.S.C. 5318 (e)
<br /> arty law, the validR7 of the remaining terms and provisions shall not be affected. and the rights ar.d 49 CFR PART 885
<br /> obligations of the parses shall be construed and enforced as V the contract did not contain the particular - r - -_ .,r • . • e - e e r , 49 US.C. 5323 (m). 49 CFR Part 883
<br /> provision held to be invand. as amended
<br /> FTA regulations "Pre-Award and Pod -
<br /> 8. ATTORNEY FEES: In the event a lawsuit of any kind is instituted on behalf of LTD to collect any Delivery Audits
<br /> payment due or to obtain pertormance of any kind under this contract, Contractor shall pay such 49 CFR PART 663
<br /> additional sums as the court may adjudge as reasonable attorney fees plus all costs and disbursements Arrears to Records and Reports
<br /> at trial and on any appeal. 49 U.S.C. 5325
<br /> 10. HOLD HARMLESS: Contractor shall indemnify, defend and hold harmless LTD and its officers, 19 CFR 18.38 (i)
<br /> divisions. agents. employees, and rrerrbers, from all claims, suds or actions of any nature ansng out of 49 CFR 833.17
<br /> the activities of Contractor, its officers. subcontractors, agents or erreloyees under this contract. Federal Chandra 49 CFR PART 18
<br /> No Government Oblidatnn to Third Parties
<br /> 11. WARRANTIES: Unless otherwise stated, all equipment shall be new and current model and shall Program FrauQ
<br /> carry full factory warranties. Contractor warrants all goods delivered to be free from defects in labor, 31 U.S.C. 3801
<br /> material and manufacture and to be in compliance with bid specAcatons. All implied or expressed 48 CFR PART 31
<br /> warranty provisions of the Uniform Commercial Code (ORS Chapter 72) are incorporated in this contract 18 U.S.0 1001
<br /> All warranties shall run to LTD. 49 U.S.C. 5307
<br /> 12. SAFETY AND HEALTH REQUIREMENTS: Equipment and service supplied shall co ADA Arrears 42 U.S.C.§ 12101 et seq. 29 USC §
<br /> copy with all 704; 49 USC § 5301 (d) Section 504
<br /> federal Occupational Safety and Health Administration (OSHA) requirements and with all Oregon safety of the Rehabilitation Act of 1973 as
<br /> and health requirements, including those of the State Workers' Compensation Department Matenal amended
<br /> Safety Data Sheets (M SDS) shall accompany chemicals or hazardous materials with delivery of products Cml Ridhts FTA C 4702.1A as amended, 49
<br /> 13. DELIVERY: All deliveries shall be F.O.B. destination with all transportation and handling charges U S.C. § 5332NUMEROUS, SEE
<br /> paid by Contrador unless freight is a line item on this purchase order. Responsibility and liability for loss MANUAL
<br /> or damage shall reman with Contractor until final inspection and acceptance when responsibility shall Patent Rinhts Rnhts in Data 37 CFR PART 401; 35 U.S.C. §§ 200
<br /> pass to LTD except as to latent defects, fraud and Contractors warranty obligations. et seq; 37 CFR Part401
<br /> 49 CFR PARTS 18 $ 19
<br /> 14. INSPECTIONS: Goods furnished under this contract shall be subject to inspection and test by LTD Transit Frrolnvee Protective Adreerrents 49 U.S.0 . § 5310, § 5311. § 5333 (0)
<br /> at times and places determined by LTD. If LTD finds goods furnished to be incomplete or not in 29 CFR Part 215 as amended
<br /> compliance with bid specifications, LTD may reject the goods and require Contractor to either correct Disadvantaged Business Enterprises 49 CFR PART 28; 49 CFR 518.38 (e);
<br /> them without charge or deliver them at a reduced puce which is equitable under the circumstances If 49 CFR 51944 (b)
<br /> Contractor is unable or refuses to correct such goods within a time deemed reasonable by LTD, LTD may Prompt Payment Reouirrmen(s 49 CFR PART 26
<br /> cancel the order in Whole or in part. Nothing in this paragraph shall adversely affect LTD's rights as LTD, Slate and Local Law Regmrerrents
<br /> including the rights and remedies associated with revocation of acceptance under ORS 72 6080. )ncorooration of Federal Transit Administration (FTA) FTA CIRC 4220.15, as amended
<br /> 16. CASH DISCOUNT. If LTD is entitled to a cash discount. the period of computation shall commence Contractor shall comply with the following provisions if this is a construction contract exceeding 52,000:
<br /> on the date the entire order is delivered or the date the invoice is received. whichever is later.
<br /> )lavis RarnnAgL 40 US.C. § 3141, etseq -49 U.S.C. §
<br /> 16. PAYMENT: Payment for completion of LTD contracts are normally made within 30 days following 5333 (ale 29 CFR 5
<br /> the date the entire order is delvered or the date the invoice is received. whichever is later. After 45 days, Contract Work Hours and Safety Standards 40 U.S.C. § 3701 et seq.; 40 U.S.C. §
<br /> Contractor may assess overdue account charges up to a maximum rate of two-thods of one percent per 3702 29 CFR Part 5, 29 CFR § 1928
<br /> month on the outstanding balance per ORS prompt payment compliance. Coneland Art 40 U.S.C. § 3145 18 USC § 874
<br /> 17. ACCESS TO RECORDS: LTD. the federal government and their duly authorized representatives C cntr actor shall comply wtl the folluvnny pro..isiuns 4 this contract amount exceeds $10,000:
<br /> shall have access to books. documernts, papers and records of Contractor which are directly pertinent to Rervrle Prndurts 42 U.S.C. 8982
<br /> this contract for the purpose of making audit, examination, excerpts and transcripts for a period of three ( total urchased in current or
<br /> (3) years pad the completion date of the contract. P previous I-7) 40 CFR PART 297, EX. ORDER
<br /> 12873
<br /> 16. TERMINATION: This contract maybe term noted by mutual consent of both parties or h;. L at d , Termmation 49 U.S.C. PART 18, FTA CIRC
<br /> discretion. LTD may cancel an order for goods at any time with written notice to Contractor, stating the 4220.15 as amended
<br /> extent and effecove date of ter einaton. Upon receipt of this writ>en notice, Contractor shall stop Contractor shall hmnply wth the follrrrnny pr ovisru ns 5 th rs contract amount exceeds 525,000.
<br /> performance under this contract as directed by LTD. If this centred is so terminated, Contractor shall be Government-wide Debarment anQ EXECUTIVE ORDERS 12549, 12688
<br /> pad in accordance with the terms of the contract for goods delivered and accepted which cannot be ($i csnrnsmn Nnnornnuemer4) 31 ll 0(7' § 0101; 2 CFR Part 1200
<br /> mitigated by resale as provided in the Uniform Commercial Code (ORS 7270E10). Contractor shall comply with the following provisions of the Federal Acquisition regulations (FAR) 1 this
<br /> 16. FORCE MAJEURE: Neither party of this contract shall be held responsible for delay or default contract amount exceeds 5100.000
<br /> caused by fire, nit, acts of God and /or war which is beyond that party's reasonable control LTD may Pmt America Re raurements 49 U.S.C. §5323 0)
<br /> terminate this contract upon whiten not after determining such delay or default will reasonably prevent 49 CFR PART 661
<br /> successful performance of the contract Clean Water 33 U.S.C. 1251 through 1377
<br /> I obeying 31 U.S.C. 1352
<br /> 20. BREACH OF CONTRACT: Should Contractor breach any of the provisions of this contract. LTD 49 CFR PART 19 8,20
<br /> reserves the right to cancel this contract upon written notice to Contractor Contractor shall be liable for Bonding Requirements FTA GRANT AGM7 §15 0
<br /> any and all damages incidental and consequential suffered by LTD as the result of remedies provided Clean Air 42 U.S.C. 7401 et seq 40 CFR 15.61
<br /> under the Uniform Carrrnercial Code (0125 Chapter 72) in the event of a breach of contract by
<br /> 49 CFR PART 18
<br /> Contractor. In the event of repeated breach of contracts, Contractor shall be subject to disquahficabon as 49 CFR PART 20
<br /> a bidder on LTD contracts Prrarh of Cnntrart and Disniere Resolution 49 CFR PART 18, FTA CIRC 4220.1E
<br /> 21.A. AWARD TO FOREIGN CONTRACTOR If the amount of this contract exceeds $10,000 and if the as amended
<br /> Contractor is not domiciled in or registered to do business in the State of Oregon. Contractor shall
<br /> promptly provide In the Oregon Department of Revenue all information required by that Department CFR = Code of Federal Regulations
<br /> relative to this contract. LTD shall withhold final payrnent under this contract until Contractor has met this U.S.0 = United States Code . E0 = Executive Order
<br /> requirement For a full explanation of the causes, please go to may,mam.
<br /> The douses can be found under Business Center and then Purchasing
<br /> 21-B. Contractors and authorized subcontractors crud pay LTD Payroll Tax when performing work in
<br /> relation to dos contract
<br /> 22. REMEDIES: This contract shall be governed and construed in accordance with the laws of the State
<br /> of Oregon as interpreted by the Oregon courts, and any litigation arising out of this contract shall be
<br /> conducted in the courts of the State of Oregon.
<br /> 23. STAlOARD AND SPECIAL TERMS AND CONDITIONS: The terms and conditions on this page
<br /> are standard to LTD contracts for the purchase of goods There may also be special terns and
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