General Terms and Conditions

1. SCOPE
   By submitting a bid, the bidder agrees to be bound by these terms and conditions for the term of the Agreement. These terms and conditions shall prevail unless otherwise modified by the City within this bid document.
   
   
2. FIRM PRICES
   The bidder warrants that prices quoted in their bid will be firm for acceptance for a period of not less than ninety (90) days from the bid opening date unless otherwise specified in the bid document. Such prices will remain firm for the period of time specified in the purchase order, contract or price agreement.
   
   
3. ESTIMATED QUANTITIES
   Whenever a bid requests prices to be firm for the period of performance, the quantities or usages shown are estimated only with no guarantee made by the City. The quantities are for the bidder's information only, and the City will be bound only for actual quantities ordered.
   
   
4. SPECIFIC QUANTITIES
   When quantities are specifically stated, acceptance will bind the City to order and pay for, at the contract prices, all such supplies or services delivered that meet the specifications and conditions of the contract.
   
   
5. DELIVERY
   If applicable, bidders must indicate the number of days required to make delivery after receipt of a purchase order. Delivery time may be considered in making an award. Time may be of the essence for any orders placed as a result of this bid. The City reserves the right to cancel such orders, or any part thereof, without obligation if delivery is not made within the time(s) specified on the bid form.
   
   
6. FREIGHT TERMS
   The City's freight terms are F.O.B. Destination (delivery point Independence, Missouri), Bill Receiver for small package shipments (UPS). Shipments outside UPS shipping parameters should be routed collect, using Yellow Transportation or Con-Way Transportation, as determined by the City's delivery requirement. Freight shall be shown as a separate line item cost and not included in the cost of the goods. Failure to follow these instructions may result in rejection of the bid. C.O.D shipments will not be accepted.
   
   
7. PACKAGING
   The City will not be liable for any charges for drayage, packing, cartage, boxing, crating or storage in excess of the purchase price unless stated otherwise in the bid document.
   
   
8. BRAND NAMES
   Whenever in the specifications of brand names, make, name of any manufacturer, trade name, or vendor catalog number is specified, it is for the purpose of establishing a grade or quality of material only. When the City does not wish to rule out other brands or makes, the phrase OR APPROVED EQUAL is added. However, if a product other than that specified is bid, it is the bidder's responsibility to identify such product in their bid and must prove to the City that said product is equal to or better than the product specified. Unless otherwise specified, evidence in the form of samples may be requested if the proposed brand is other than that specified by the City. Such samples are to be furnished as specified in the bid document or upon request of the City. If samples should be requested, the City must receive such samples no later than the time specified in the formal, written request.
   
   
9. INSPECTION AND ACCEPTANCE
   No material received by the City pursuant to the purchase order issued under the terms and conditions of this bid document shall be deemed accepted until the City has had reasonable opportunity to inspect said material. All material which is discovered to be defective or which does not conform to any warranty of the Contractor herein, upon initial inspection, or at any later time if the defects contained in the material were not reasonably ascertainable upon the initial inspection, may be returned at the Contractor's expense for full credit or replacement.
   
   No goods returned as defective shall be replaced without Purchasing Manager's written authorization. Such return shall in no way affect City's discount privileges. Such right to return, offered to the City arising from the City's receipt of defective goods, shall not exclude any other legal, equitable or contractual remedies the City may have therefore.
   
   
10. MATERIAL SAFETY DATA SHEET (MSDS)
    It is mandatory for a manufacturer, supplier, or distributor to supply an MSDS, as required by 29CFR 1910.1200, with the first shipment of hazardous material. Also, at any time the content of an MSDS is revised the vendor is required to provide new information relevant to the specific material.
    
    
11. GENERAL GUARANTY AND WARRANTY
    The Contractor warrants that all materials, fixtures, and equipment furnished by the Contractor and his subcontractors shall be new, of good quality, and of good title, and that the work will be done in a neat and workmanlike manner. The Contractor also guarantees the workmanship and materials for a period of one year from the date of final acceptance of all the work required by the Contract. Furthermore, the Contractor shall furnish the Owner with all manufacturers' and suppliers' written guarantees and warranties covering materials and equipment furnished under the Contract.
    
    
12. PATENTS
    The Contractor warrants that the articles described herein and the sale or use of them will not infringe upon any U.S. or foreign patent or copyright and Contractor covenants that he will at his own expense, defend every suit which may be brought against the City, or those selling or using City's product (provided Contractor is promptly notified of such suit and all papers therein are delivered to Contractor) for any alleged infringement of any patent or copyright by reason of the sale or use of such articles and Contractor agrees that he will pay all cost, damages and profits recoverable in any such suit.
    
    
13. INVOICES
    Invoices shall be prepared and submitted in duplicate unless otherwise specified. Invoices shall contain the following information: Contract number (if any), Purchase Order number, Item Number; contract description of supplies or services, sizes, quantities, unit prices and extended totals. Invoices for and inquiries regarding payment should be addressed to Accounts Payable in the Finance Department. Any delay in receiving invoices, or errors and omissions, will be considered just cause for delaying or withholding payment.
    
    
14. TERMS OF PAYMENT
    Unless otherwise noted, the City's payment terms are NET thirty (30) days from receipt of invoice.
    
    
15. TAX EXEMPT
    The City is exempt from payment of the Missouri Sales Tax in accordance with Section 39 (10), Article 3, of the Missouri Constitution and is exempt from payment of Federal Excise Taxes in accordance with Title 26, United States Code annotated.
    
    
16. EXPENSES
    The City shall not be liable to the Contractor for any expenses paid or incurred by the Contractor unless otherwise agreed to in writing.
    
    
17. PAYROLL TAXES
    Payroll taxes, including federal, state and local taxes, shall not be withheld or paid by the City on behalf of the Contractor or for the employees of the Contractor. The Contractor shall not be treated as an employee for federal or state tax purposes with respect to the services performed under this Agreement. The Contractor shall be responsible to pay all taxes, as mandated by law.
    
    
18. FRINGE BENEFITS
    Since the Contractor is not an employee of the City's business, the Contractor is not eligible for and shall not participate in any employer benefit of the City, including pension, health or other fringe benefits.
    
    
19. TERM OF AGREEMENT
    If applicable, the term of the Agreement shall be specified in the bid document. Renewal options, if any, will also be specified in the bid document.
    
    
20. RENEWAL OPTIONS
    If specified in the original bid document, the City may exercise its option to renew the Contract/Agreement. The City will provide the Contractor with a written renewal notice sixty (60) days prior to the expiration date of the Contract period. Pricing shall be in accordance with the fees submitted on the original bid/proposal. All terms and conditions shall remain in effect during the subsequent renewal periods.
    
    
21. TERMINATION
    City may terminate or suspend performance of this Agreement for City's convenience upon written notice to Contractor. City shall pay Contractor for all the services performed till the date of the termination by the City or suspension expenses.
    
    This AGREEMENT may be terminated by either party upon written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement. The nonperforming party shall have fifteen (15) calendar days from the date of the termination notice to cure or to submit a plan for cure acceptable to the other party. Risk to persons or property shall result in immediate termination of the Agreement.
    
    
22. NOTICES
    Any notice given in connection with this Agreement shall be given in writing and delivered either by hand to the duly authorized representative or by certified mail, return receipt requested, to the Contractors' address. Any party may change its notice address by giving notice of the change in accordance with this section. Any notice sent to the City should be sent to the attention of the Purchasing Manager, 111 E. Maple, PO Box 1019, Independence, MO 64051-0519.
    
    
23. ASSIGNMENT OF CONTRACT
    Neither City nor Contractor shall assign any rights or duties under this Agreement without the prior written consent of the other party. Unless otherwise stated in the written consent to an assignment, no assignment will release or discharge the assignor from any obligation under this Agreement.
    
    
24. SUBCONTRACTS
    The Contractor shall not execute an Agreement with any subcontractor to perform any work without the written approval of the City. The Contractor shall be as fully responsible to the City for the acts and omissions of his subcontractors, and of persons either directly or indirectly employed by them, as he is for the acts and omissions of persons directly employed by him. The Contractor shall cause appropriate provisions to be inserted in all subcontracts relative to the work to require compliance by each subcontractor with the applicable provisions of the contract. Nothing contained in the Conditions shall create any contractual relationship between any subcontractor and the Owner.
    
    
25. CHANGES
    Either party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, City and Contractor will agree to an equitable adjustment of the Agreement price, period of service, or both, and will reflect such adjustment in a change order or formal amendment which shall be in writing and signed by both parties.
    
    
26. GENERAL INDEMNIFICATION
    Having considered the potential liabilities that may exist during the performance of this Agreement and the Contractor's fee, and in consideration of the mutual covenants contained in the Agreement, City and Contractor agree to allocate and limit such liabilities in accordance with this Article.
    
    Contractor agrees to defend, indemnify, and hold harmless City, from and against legal liability for all claims, losses, damages, and expenses resulting from death or bodily injury to any person and damage or destruction to property to the extent such claims, losses, damages or expenses are caused by its negligent acts, errors, or omissions. In the event such claims, losses, damages or expenses are caused by the joint or concurrent negligence of the Contractor and City, they shall be borne by each party in proportion to its own negligence.
    
    Contractor shall indemnify City against legal liability for damages arising out of claims by Contractor's employees.
    
    
27. WORKER'S COMPENSATION
    The City shall not obtain worker's compensation insurance on behalf of the Contractor or the employees of the Contractor. The Contractor shall comply with the worker's compensation law concerning its business and its employees.
    
    
28. INSURANCE
    Unless otherwise stated in the specifications, the Contractor shall procure and maintain insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the materials, equipment or supplies provided to the City. The insurer(s) must be licensed for business in the State of Missouri and maintain an A.M.Best rating of no less than A:VII; or an insurer approved by the City. Each policy requires a minimum cancellation notification of at least 30 days' advance written notice to the City.
    
    Contractor must demonstrate the following insurance coverage in accordance with the estimated value limits (formal vs. informal). The bid document will specify whether a solicitation is "formal" or "informal".
    
    Informal Purchases (less than $25,000)
    
    
    1. General Liability Insurance, with a $500,000 combined single limit.
    
    Formal Purchases ($25,000 and over)
    
    
    1. General Liability Insurance, with bodily injury and property damage limits of $1,000,000 for each occurrence with a $2,000,000 general aggregate and $2,000,000 products and completed operations aggregate.
       
       
    2. Automobile liability Insurance for any owned, hired and non-owned vehicles, with bodily injury limits of $1,000,000 for each person and $1,000,000 for each accident, and with property damage limits of $1,000,000 for each accident; OR $1,000,000 Combined Single Limits, including bodily injury and property damage.
       
       
    The above limits are the minimum acceptable and do not infer or place a limit on the liability of the Supplier. The City is to be named as an additional insured as the City's interest may appear in regards to the materials, equipment or supplies provided the City. The Supplier's insurance shall be primary and any insurance or self-insurance maintained by the City shall be excess for the City and not contribute with the coverage maintained by the Supplier.
    
    
29. AVAILABILITY OF FUNDING
    Any resulting Agreement, Contract, or issuance of Purchase Orders is contingent upon the availability of funding and allocation of City funds. The City may cancel any Agreement, Contract, or Purchase Order immediately, by giving written notice to the Contractor, in the case of a reduction or elimination of funds or funding for any project, commodity or service.
    
    
30. NO AUTHORITY TO BIND CITY
    The Contractor has no authority to enter into contracts on behalf of the City. This Agreement does not create a partnership between the parties.
    
    
31. NON-WAIVER
    The failure of either party to this Agreement to exercise any of its rights under this Agreement at any time does not constitute a breach of this Agreement and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
    
    
32. COMPLIANCE WITH LAWS
    The Contractor represents that it has complied with all federal, state and local laws regarding business permits and licenses that may be required to carry out the work to be performed under this Agreement.
    
    
33. FORCE MAJEURE
    Neither party shall be liable for delays, or defaults in the performance of this contract due to Acts of God or the public enemy, riots, strikes, fires, explosions, accidents, governmental action of any kind or any other causes of a similar character beyond its control and without its fault or negligence.
    
    
34. AUDIT
    The City shall have the right to audit this Contract and all books, documents and records relating thereto. Contractor shall maintain all its books, documents and records relating to this Contract during the contract period and for three (3) years after the date of final payment. The books, documents and records shall be made available to the City within ten (10) days of receipt of the written request.
    
    
35. CHOICE OF LAW
    Any dispute under this Agreement or related to this Agreement shall be decided in accordance with the laws of the state of Missouri.
    
    
36. SEVERABILITY
    The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void.
    
    
37. ENTIRE AGREEMENT
    The bid document, including these Terms and Conditions, Contractor's response and purchase order shall constitute the entire Agreement. In case of a discrepancy, the purchase order shall take precedence over the bid document and the bid document shall take precedence over the Contractor's response. This Agreement may be supplemented, amended or revised only by a written modification that is signed by each party.