Lyngsoe Systems, Inc ~ C150046 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM
THIS FORMMUST ACCOMPANY EVER Y CONTRACT
Contract Title: Automated Materials Handling System—
Tigard Public LIbrary Number: C150046
Contractor: Lyngsoe Systems,Inc Contract Total: $262,175.00
Contract Overview: Install an Automated Materials Handling System for patrons at the Library. Installing
an outside system connected to the outer wall of the library. Installing an induction
inside the library and conveyor system to move and sort all materials. Includes one
year maintenance.
Initial Risk Level: ❑ Extreme ❑ High ❑Moderate ❑Low
Risk Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager: Margaret Barnes Ext: 2501 Department: Library
Type: ® Purchase Agreement ❑ Personal Service ❑ General Service ❑ Public Improvement
❑ IGA ❑ Other: Start Date: 1/14/2015 End Date: 6/30/2015_
Quotes/Bids/Proposal: FIRM AMOUNT/ScoRE
Lyngsoe 1
Bibliotheca 3
PV Supa 4
3M 2
Account String: Fund-Division-Account Work Order—Activity Type Amount
Year 1 100-5000-56006 $262,175
Year 2
Year 3
Year 4
Year 5
Approvals - LCRB Date:
Department Comments:
Department Signature:
Purchasing Comments:
Purchasing Signature:
City Manager Comments:
City Manager Signature:
After securing all required approvals,forward original copy to the Contracting and Purchasing Office along with a
completed Contract Checklist.
Contract �fo
ATTACHMENT C
CITY OF TIGARD,OREGON
PURCHASE AGREEMENT FOR
AUTOMATED MATERIALS HANDLING SYSTEM-TIGARD PUBLIC LIBRARY
THIS AGREEMENT made and entered into this 14'h day of January, 2015 by and between the City of
Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Lyngsoe Systems, Inc.,
hereinafter called Seller,collectively known as the"Parties."
RECITALS
WHEREAS, Seller has submitted a bid or proposal to City for the sale of certain goods; and
WHEREAS, Seller is in the business of selling certain goods and is aware of the purposes for which City will
use the goods;and
WHEREAS, City and Seller wish to enter into a contract under which City shall purchase the goods
described in Seller's bid or proposal;
THEREFORE,The Parties agree as follows:
1. GOODS TO BE PROVIDED
City shall purchase an automated materials handling system from Seller in accordance with:
A. The specifications (including any addenda) attached hereto as Exhibit A and incorporated herein
by this reference;
B. The Seller's proposal dated July 30, 2014, the additional proposal information dated August 21,
2014, and the Seller's revised system proposal (Rev 3) dated January 6, 2015, which were
accepted by the City. All these documents are incorporated by this reference and the revised
system proposal—Rev 3—is attached hereto as Exhibit B; and
C. The City's Standard Terms and Conditions attached hereto as Exhibit C and incorporated by
this reference.
2. EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon the date of execution by the City's Local Contract Review
Board and shall expire, unless otherwise terminated or extended, on June 30, 2015. All goods under
this Agreement shall be delivered and completed prior to the expiration of this Agreement.
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3. COMPENSATION
A. City hereby agrees to pay Seller an amount not exceeding Two Hundred Sixty Two Thousand
One Hundred Seventy Five and No/100 Dollars ($262,175.00) for the goods, including
installation, training, shipping and handling. The total purchase price shall be considered
payment for all Sellers' obligations described in this agreement. Seller shall invoice City the
purchase price upon the delivery of the goods. City shall have thirty (30) days after receipt of
invoice in which to make payment. Seller shall be responsible for the payment of all taxes
associated with the sale of the goods. City is exempt from the payment of Federal Excise Tax.
Payments shall be in the form of progress payments under the following schedule:
• 20%Payment at time of completion of engineering and drawing approval.
• 60%Payment at time of shipment
• 20%Payment at time of installation completion
B. Seller shall promptly advise City of all reasonably available technological advances that are
known or become known to Seller while this agreement is in effect which may result in the
goods having added value, capacity, or usefulness when used for City's purpose. If Seller intends
to provide goods incorporating technological advances and still meeting the specifications and
the City's needs at no additional charge, Seller shall provide City with fourteen (14) days' notice
of the proposed change. The City may require that only goods not incorporating the changes be
supplied by providing written notice to seller within 5 days of receiving the notice of the
proposed change. Any other changes incorporating technological advances shall only be
approved as an amendment to this agreement.
C. The City certifies that sufficient funds are available and authorized for expenditure to finance costs
of this contract during the current fiscal year. Funding that may carry over into any future fiscal
year shall be dependent upon budget adoption by the City Council.
4. DELIVERY
Seller shall deliver the goods no later than 120 days after receipt of City's purchase order, together with
an executed copy of this Agreement. Seller agrees to provide goods as specified in Exhibit A.
Within 72 hours following delivery, City shall inspect the goods and shall notify Seller immediately
of any damaged items. No language contained in a purchase order,work order, or delivery order shall
vary,amend,modify,or add terms or conditions to this Agreement under which the order is placed.
5. INSTALLATION
Unless the Specifications (Exhibit A) or the proposal (Exhibit B) require installation by Seller, the
City shall install the goods purchased under this agreement. If Seller is to install the goods,
installation shall be completed no later than 30 days after delivery. Any installation by Seller shall be
in accordance with the provision of this agreement,including all Exhibits.
6. TESTING AND ACCEPTANCE
Seller shall test the goods prior to delivery. Seller's tests shall determine whether the goods meet Seller's
specifications and are fit for the purpose intended. Acceptance or rejection of the goods purchased shall
occur 10 days after delivery and inspection by Buyer. Failure to inspect and accept or reject goods shall
neither relieve Seller from responsibility for such goods, which do not meet the requirements in this
Agreement nor impose liability on Buyer.
7. RISK OF LOSS
Risk of loss to goods in shipment (including damage, destruction, theft, or loss) shall be borne by
the Seller. Risk of loss shall not pass to Buyer until the goods are delivered to and checked in at the
location specified by Buyer.
8. ASSIGNMENT/DELEGATION
Neither party shall assign or transfer any interest in or duty under this Agreement without the written
consent of the other and any attempted assignment or transfer without the written consent of the other
party shall be invalid.
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9. SUBMITTING BILLS AND MAKING PAYMENTS
All notices and bills shall be made in writing and may be given by personal delivery, mail or fax.
Payments may be made by personal delivery,mail, or electronic transfer. The following addresses shall
be used to transmit notices,bills,payments,and other information:
CITY OF TIGARD " LYNGSOE SYSTEMS,INC.
Attn: Margaret Barnes,Library Director Attn: Peter M. Schoen
Address: 13125 SW Hall Blvd. Address: 7470 New Technology Way
Tigard, Oregon 97223 Frederick,Maryland 21703
Phone: (503) 718-2501 Phone: (301) 360-0901
Fax: (503) 684-7297 Fax: (301) 360-0911
Email: rnargaret@—ti�4ard-or.gov Email: pms a lyngsoesystems.com
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10. TERMINATION
City has the right, in its sole discretion, to terminate without cause or for no cause, to termination this
Agreement at any time by giving notice to Seller. If City terminates the contract pursuant to this
section, it shall pay Seller for goods shipped by Seller prior to receipt by Seller of the notice of
termination. City may deduct the amount of damages, if any, sustained by City due to any breach of
contract or warranty by Seller. Damages for breach of contract or warranty shall be those allowed by
Oregon law, reasonable and necessary attorney fees, witness fees (expert and non-expert), and other
costs of litigation at trial and on appeal.
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11. ACCESS TO RECORDS
City shall have access to such books,documents,papers and records of Seller as are directly pertinent to
this Agreement for the purpose of making audit,examination,excerpts and transcripts.
12. FORCE MAIEURE
Neither City nor Seller shall be considered in default because of any delays in completion and
responsibilities hereunder due to causes beyond the control and without fault or negligence on the part
of the parties so disenabled, including but not restricted to, natural disaster,war, civil unrest,volcano,
earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually
severe weather or delay of subseller or supplies due to such cause; provided that the patties so
disenabled shall within ten (10) days from the beginning of such delay,notify the other party in writing
of the cause of delay and its probable extent. Such notification shall not be the basis for a claim for
additional compensation. Each party shall,however,make all reasonable efforts to remove or eliminate
such a cause of delay or default and shall, upon cessation of the cause,diligently pursue performance of
its obligation under the Agreement.
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13. NON-DISCRIMINATION
Seller agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation
statues,rules,and regulations. Seller also shall comply with the Americans with Disabilities Act of 1990,
ORS 659.425,and all regulations and administrative rules established pursuant to those laws.
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14. WARRANTY AGAINST DEFECTS
Seller warrants that the goods shall remain free of defects in material and workmanship for a period
of one (1) year commencing the date of City's acceptance. Such defects shall include any failure of
the goods to meet Seller's specifications or the description contained in Seller's product literature. If
within the warranty period City discovers such a defect, Seller shall repair or replace the defective
item or component free of charge. If after three attempts Seller is unable to eliminate a defect, or if
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Seller does not commence the warranty work within the time allowed in this paragraph, City shall
have the right to return the defective item or component and, at City's option, either obtain a full
refund of the purchase price of the goods or obtain a refund,in an amount to be agreed upon by the
parties, of the portion of the purchase price of the goods that is allocable to the defective item or
component. Seller shall commence all warranty work within 48 hours of receiving notice of the
warranty claim. All warranty work shall be performed at City's facilities unless otherwise agreed by
the parties. If warranty work is performed at Seller's facilities, Seller shall pay all shipping costs,
including the cost of return shipment. This warranty shall apply to all repair parts furnished by
Seller and all repairs performed by Seller.
15. INTELLECTUAL PROPERTY WARRANTY
Seller warrants that none of the goods, the use thereof or any of the applications, processes or
designs employed in the manufacture thereof infringes the valid claims of any letter patent, patent
application, copyright, trade secret or any other property right of any third party. If as a result of
any suit or proceeding alleging an infringement of any of the foregoing property rights City's use of
the equipment is enjoined, Seller shall at no cost to City either obtain for City a license to use the
goods or modify the goods so as to avoid the infringement without any degradation in performance.
If Seller cannot obtain such a license and cannot so modify the equipment, Seller shall promptly
refund to City the purchase price,less a reasonable amount for depreciation.
16. MAINTENANCE SERVICES
Unless otherwise provided in the Specifications (Exhibit A) or the Proposal (Exhibit B), the City
shall have the right to maintain the goods purchased under this Agreement. Repairs or replacement
of parts by the City or its agents or maintenance contractors shall not alter or void any warranties for
equipment or goods purchased under this contract.
If provided for in the Specifications (Exhibit A) or the Proposal (Exhibit B), Seller shall provide
maintenance services for a one-year period commencing on the date of delivery under the guidelines
established in the Specifications (Exhibit A). All maintenance services shall be performed on City's
premises, unless otherwise agreed by the parties. City may terminate Seller's maintenance services at
any time without cause upon the delivery of written notice. In the event of such termination, Seller's
other obligations under this Agreement shall remain unchanged and Seller shall promptly refund to
City all amounts prepaid for maintenance services and unused.
17. ASSIGNMENT OF MANUFACTURER'S WARRANTIES
Seller hereby assigns all warranties of the manufacturers of components of the goods to City to the
extent such warranties are assignable. In the event Seller must obtain the consent of the
manufacturer or take other action before any such warranties are assignable, Seller shall do so prior
to delivery.
18. INDEMNITY/HOLD HARMLESS
Seller agrees to and shall defend, indemnify and hold harmless City, City's officers, employees,
agents and representatives from and against all liability, claims, costs, demands, judgments, penalties,
and causes of action of any kind or character, or other costs or expenses incidental to the
investigation and defense thereof, of whatever nature, resulting from or arising out of the activities
of the Seller or its subcontractors, agents, or employees in performance of this contract, except,
however, that the foregoing shall not apply to liability that arises out of the City's, its officers,
employees,agents and representatives sole negligence. If any aspect of this indemnity shall be found
to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the
remainder of this indemnification.
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19. INSURANCE
Seller shall maintain insurance acceptable to City in full force and effect throughout the term of this
contract. Such insurance shall cover risks arising directly or indirectly out of Seller's activities or work
hereunder.
The policy or policies of insurance maintained by the Seller shall provide at least the following limits
and coverages:
A. Commercial General Liability Insurance
Seller shall obtain, at contractor's expense, and keep in effect during the term of this contract,
Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an
"occurrence" form (CG 2010 1185 or equivalent). This coverage shall include Contractual
Liability insurance for the indemnity provided under this contract. The following insurance will
be carried:
Coverage Limit
General Aggregate 3,000,000
Products-Completed Operations Aggregate 2,000,000
Personal&Advertising Injury 1,000,000
Each Occurrence 2,000,000
Fire Damage (any one fire) 50,000
B. Commercial Automobile Insurance
Seller shall also obtain, at contractor's expense, and keep in effect during the term of the contract,
Commercial Automobile Liability coverage including coverage for all owned, hired,and non-owned
vehicles on an "occurrence" form. The Combined Single Limit per occurrence shall not be less
than$2,000,000.
If Seller uses a personally-owned vehicle for business use under this contract,the Seller shall obtain,
at Seller's expense,and keep in effect during the term of the contract, business automobile liability
coverage for all owned vehicles on an "occurrence" form. The Combined Single Limit per
occurrence shall not be less than$2,000,000.
C. Workers' Compensation Insurance
The Seller,its subcontractors, if any, and all employers providing work,labor, or materials under
this Seller that are subject employers under the Oregon Workers' Compensation Law shall
comply with ORS 656.017,which requires them to provide workers' compensation coverage that
satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon
workers' compensation coverage for their workers who work at a single location within Oregon
for more than 30 days in a calendar year. Sellers who perform work without the assistance or
labor of any employee need not obtain workers' compensation coverage. All non-exempt
employers shall provide Employer's Liability Insurance with coverage limits of not less than
$1,000,000 each accident.
D. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional Liability, shall
include the City its officers, employees, agents and representatives as additional insureds with
respect to this contract.
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E. Insurance Carrier Rating
Coverages provided by the Seller must be underwritten by an insurance company deemed
acceptable by the City. All policies of insurance must be written by companies having an A.M.
Best rating of "A-VII" or better, or equivalent. The City reserves the right to reject all or any
insurance carrier(s)with an unacceptable financial rating.
F. Self-Insurance
The City understands that some sellers may self-insure for business risks and the City will
consider whether such self-insurance is acceptable if it meets the minimum insurance
requirements for the type of coverage required. If the Seller is self-insured for commercial
general liability or automobile liability insurance the Seller must provide evidence of such self-
insurance. The Seller must provide a Certificate of Insurance showing evidence of the coverage
amounts on a form acceptable to the City. The City reserves the right in its sole discretion to
determine whether self-insurance is adequate.
G. Certificates of Insurance
As evidence of the insurance coverage required by the contract, the Seller shall furnish a
Certificate of Insurance to the City. No contract shall be effective until the required Certificates
of Insurance have been received and approved by the City. The certificate will specify and
document all provisions within this contract and include a copy of Additional Insured
Endorsement. A renewal certificate will be sent to the below address prior to coverage
expiration.
H. Independent Contractor Status
The service or services to be rendered under this contract are those of an independent contractor.
Seller is not an officer,employee or agent of the City as those terms are used in ORS 30.265.
I. Primary Coverage Clarification
The Parties agree that Seller's coverage shall be primary to the extent permitted by law. The parties
further agree that other insurance maintained by the City is excess and not contributory insurance
with the insurance required in this section.
J. Cross-Liability Clause
A cross-liability clause or separation of insureds clause will be included in all general liability,
professional liability,pollution and errors and omissions policies required by this contract.
20. ATTORNEY'S FEES
In case suit or action is instituted to enforce the provisions of this contract, the parties agree that the
losing party shall pay such sum as the court may adjudge reasonable attorney fees and court costs,
including witness fees (expert and non-expert),attorney's fees and court costs on appeal.
21. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Seller shall comply with all applicable federal, state and local laws, rules and regulations, including,
but not limited to, the requirements concerning working hours, overtime, medical care, workers
compensation insurance, health care payments, payments to employees and subsellers and income
tax withholding contained in ORS Chapter 279, the provisions of which are hereby made a part of
this agreement.
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22. CONFLICT BETWEEN TERMS
It is further expressly agreed by and between the parties hereto that should there be any conflict
between the terms of this instrument in the proposal of the contract, this instrument shall control and
nothing herein shall be considered as an acceptance of the terms of proposal conflicting herewith.
23. SEVERABILITY
In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any
court of competent jurisdiction,the validity of the remaining terms and provisions shall not be affected
to the extent that it did not materially affect the intent of the parties when they entered into the
agreement.
24. COMPLETE AGREEMENT
This Agreement, including the exhibits, is intended both as a final expression of the Agreement
between the parties and as a complete and exclusive statement of the terms. In the event of an
inconsistency between a provision in the main body of the Agreement and a provision in the Exhibit,
the provision in the main body of the Agreement shall control. In the event of an inconsistency
between Exhibit A and any other exhibit, Exhibit A shall control. In the event of an inconsistency
between Exhibit C and Exhibit B, Exhibit B shall control. No modification of this Agreement shall be
effective unless and until it is made in writing and signed by both parties. No waiver, consent,
modification, or change of terms of this Agreement shall bind either party unless in writing and signed
by both parties. Such waiver, consent, modification, or change if made, shall be effective only in
specific instances and for the specific purpose given. There are no understandings, agreements, or
representations,oral or written,not specified herein regarding this Agreement. Seller,by the signature of
its authorized representative, hereby acknowledges that Seller has read this Agreement, understands it
and agrees to be bound by its terms and conditions.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized
undersigned officer and Seller has executed this Agreement on the date hereinabove first written. The
Agreement was approved by the Tigard Local Contract Review Board at their October 14,2014 meeting.
CITY OF TIGARD LYNGSOE SYSTEMS,INC.
By:Authorized City Representative By:Authorized ontractor Representative
Date Date
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EXHIBIT A
GOODS AND SERVICES TO BE PROVIDED
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The Contractor shall deliver to the City the following automated materials handling system in accordance
with their proposal and revision 3 for a non-elevated system:
A. Quantity (1) —Library Mate 2000 (LM 2000) External patron induction,including shelf, and pushbutton
-To be placed into the South Exterior Wall of the Circulation workroom)
B. Quantity (1) —Library Mate 1200 (LM 1200) Internal patron induction,includes monitor and faceplate—
To be mounted on existing circulation desk,will not be in a wall.
C. Quantity(2) —Ergo Staff induction check-in stations with conveyor(including hold slip printing)
D. Quantity(16) —Sortmate 2000 Sorter Destinations
E. Quantity (17) —Ergo Trolleys with Full Swivel Casters
F. Quantity (16) Ergo Trolley/Tote Chutes with Shelves Included
G. Level Connecting Conveyors from Internal LM 1200
H. Control System—including the SIP2 Polaris Interface
I. Project Engineering and Project Management
J. Training and Documentation
K. Installation and Commissioning
L. Spare/Extra Parts —Parts Warranty (1 year -—maintenance in future years will be available at additional
cost and can be ordered annually)
M. Freight
N. Hotline Support Access (24/7 for 1 year-maintenance in future years will be available at additional cost
and can be ordered annually)
O. Maintenance (1 year—maintenance in future years will be available at additional cost and can be ordered
annually)
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EXHIBIT B
SELLER'S PROPOSAL
TIGARD PUBLIC LIBRARY �
■
kyngsoe
Request for Proposal
Automated Materials Handling System SVems_
HC63tL941!icy lSt'i5
SWAMARY OF PRICING
Lyngsoe Systems Automated Material Handling System:
Tieard Puhlic Lihrary Pronnsal rev z
Price
t System Two Patron:Returns,Two Staff Inductions,
and Sixteen(16)Bin Sorter System
Reference Dong:2S409-3-0-0
One(I)LibraryMatel 12'00(Internal Fatron Returnr
)o-Includes Mounting in existing circulation desk,
monitor,and face plate
One(1)LibraryMaleg 2000(F—vt mia.1 Parton Emma)
Includes shelf, pushbutton
Two(2)Ergo Staff Inductions tvitb conveyor(holds printc.�) h
SortAlateTM Sorter(1.6 destinations)
Level connecting conveyors fmm Intenaal LM 1240 I
Ergo Trolley JTote Chanes with shelves.included —�
Ergo TrolleysTm(Qty 17)with full swivel casters °
Control System including the SIP2 Polaris Interface
Project Engineering and Project Management
Training and Documentation
Installation and Commissioning
One Year Warranty(including 2417 Hotline service)
Spare Parts
Freight
Total Fred Turnkev Price for Position 1 S262,175
5-mor 10'Pxrri
PMPasal NG_E:5LO9.090 We.
.Zrtary E M4 !LSud Path=!trig
11W,I,an
9 Page
`I'IGARD PUBLIC LIBRARY
Request for Proposal Wsoe
�� Systems
Materials Handling System
eleuarinq loylstlrs
Tigard Puhlic Lihrary Proaacai Rei i
Pos Price
Option i -11a'ntenanee and Warranty Service Extension
Included rto Qptjron (based on Postrlorr I ctb+c iw.)
i'ild'arrajoty Extension
&2V7 Hotline Service
Annual Smice,Inspection and Maintenwoce
Spare Parts
Option i for Year 2 S 13,793
iTption 1 for Year 3 $ 14,310
Option 1 for Year 4 S 14,848
Option 1 for Year 5 $15,409
*
2%discourit($1,167)appliesto Maintenance contract if years 2-5 purchased attimeof contract
SecWn tW Paga2
PmPow WL R 54139-0OO ref's
Jamary a 203J i71.pniP ULUrmy
mpr-7 OR
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L-11•
BASE LAYOUT
1 LM1200 PATRON RETURNS
,LM 2000 PATRON RETURN
16 BIN SORTER `
WITH i
2 STAFF INOUGTION 5
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11'�IR
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- 1yI�Iy I4t 117
`6 VIEVI W MATE IRW
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FOR CONVEYOR
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11 Page
EXHIBIT C-CITY OF TIGARD (BUYER
GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF SUPPLIES AND SERVICES
1. DEFINITIONS: 'Contract'shall mean the entire written agreement between the Parties,including but not limited to any Invitation to
Bid, Request for Proposal, or submitted quote and its specifications, terms, conditions, solicitation instructions, addenda, contract
amendments,price agreement documents,and purchase order.
`Contractor'shall mean a person or organization with which the City of Tigard has contracted for the purchase of goods or services.
The terms`Contractor'and`Seller'are synonymous as used in the Uniform Commercial code(Oregon Revised Statute(ORS)chapter
72).
`City'means the City of Tigard,Oregon and is synonymous with Buyer'as used in ORS chapter 12. `City'shall also mean an Oregon
Cooperative Procurement Program(ORCPP)member if the purchase is being made under the State's cooperative purchasing program
as authorized by ORS 279A and Tigard's Public Contracting Rules.
`Parties'shall collectively mean the`City'and the`Contractor'.
2. ACCEPTANCE OF CONTRACT: This Contract is the City's offer to purchase the goods and/or services described herein from the
Contractor. The City's placement of this Contract is expressly conditioned upon Contractor's acceptance of all the terms and
conditions of purchase contained on or attached to this Contract.
3. WORKERS'COMPENSATION: The Contractor,its subcontractors,and all employers providing work,labor,or materials under
this Contract are subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017,which
requites them to provide Oregon Workers'Compensation coverage that satisfies Oregon law for all their subject workers. Contractor
shall also comply with ORS 279B.230 regarding payment for medical care.
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4. STANDARD AND SPECIAL TERMS AND CONDITIONS: The terms and conditions printed on this page are standard to City
contracts for the purchase of goods or trade services. There may also be special terms and conditions detailed in an Invitation to Bid,
Request for Proposals, Quote Request; or other documents which may apply to this contract,and which are incorporated by this
reference herein.
5. DELIVERY: All deliveries shall be F.O.B.destination with all transportation and handling charges paid by Contractor unless specified
otherwise in the Contract. Responsibility and liability for loss or damage shall remain with Contractor until final inspection and
acceptance when responsibility shall pass to the City except as to latent defects,fraud,and Contractor's warranty obligations.
6. INSPECTIONS: Goods furnished under this Contract shall be subject to inspection and test by the City at times and place determined
by the City. If the City finds goods furnished to be incomplete or not in compliance with solicitation specifications,the City may reject
the goods and require Contractor to either correct them without charge or deliver them at a reduced price,whichever is equitable under
the circumstances. If Contractor is unable or refuses to cure any defects within a time deemed reasonable by the City,the City may
reject the goods and cancel the contract in whole or in part. Nothing in this paragraph shall in any way affect or limit the City's rights as
Buyer,including the rights and remedies relating to rejection under ORS 72.6020 and revocation of acceptance under ORS 72.6080.
7. WARRANTIES: Unless otherwise stated, all goods shall be new and 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
solicitation specifications. All implied and expressed warranty provisions of the Uniform Commercial Code (ORS chapter 72) are
incorporated in this contract All warranties shall run to the City. Contractor warrants that the material and/or equipment furnished do
not infringe any patent registered trademark or copyright,and agrees to save,hold harmless,and indemnify the City in the event of any
claim of infringement
8. CASH DISCOUNT: If the City is entitled to a cash discount,the period of computation shall commence on the date the entire order
is delivered or the date the invoice is received,whichever is later.
9. PAYMENT: Payments shall be in the form of progress payments under the following schedule:
• 20%Payment at time of completion of engineering and drawing approval.
• 60%Payment at time of shipment
• 20%Payment at time of installation completion
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10. TERMINATION: This Contract may be terminated by mutual consent of both parties or by the City at its sole discretion. The City
may cancel an order for goods at any time with written notice to Contractor,stating the extent and effective date of termination. Upon
receipt of this written notice, Contractor shall stop performance under this Contract as directed by the City. If this Contract is so
terminated, Contractor shall be paid in accordance with the terms of the Contract for goods delivered and accepted if Contractor's
damages arising out of return of the goods cannot be mitigated by the resale as provided in the Uniform Commercial Code (ORS
72.7060).
11. FORCE MAJEURE: Neither City nor Contractor shall be held responsible for delay or default caused by fire,riot,acts of God and/or
war,which is beyond the Parts reasonable control. The City may terminate this contract upon written notice after determining such
delay or default will reasonably prevent successful performance of this Contract.
12. BREACH OF CONTRACT: Should Contractor breach any of the provisions of this Contract,the City reserves the right to cancel
this Contract upon written notice to Contractor. Contractor shall be liable for any and all damages suffered by the City as the result of
Contractor's breach of Contract including but not limited to incidental and consequential damages, as provided in ORS 72.7110 to
72.7170. In the event of repeated breach of public and/or private contracts,Contractor shall be subject to disqualification for City
contracts,as provided in ORS chapter 279B and Tigard's Public Contracting Rules.
13. INDEMNIFICATION: Contractor agrees to defend, indemnify, and hold harmless City, City's officers, employees, agents, and
representatives from and against all liability,claims,demands,judgments,penalties,and causes of action of any kind or character,or
other costs or expensed incidental to the investigation and defense thereof,of whatever nature,resulting from or arising out of the
activities of the Contractor or is subcontractors,agents,or employees under this Contract,except,however,that the foregoing shall not
apply to liability that arises out of City's negligence.
14. ACCESS TO RECORDS: Contractor shall maintain all fiscal records relating to this Contract in accordance with generally accepted
accounting principles and shall maintain any other records relating to this Contract in such a manner as to clearly document
Contractor's performance hereunder. The City and its duly authorized representatives shall have access to such fiscal records and to all
other books,documents,papers,plans and writings of Contractor which relate to this Contract,to perform examination,and audits and
make excerpts and transcripts.
15. AMENDMENTS: The terms of this contract shall not be waived, altered, modified, supplemented or amended in any manner
whatsoever without prior written approval of the City.
16. SEVERABILITY: Nothing contained herein shall be construed to require the commission of any act contrary to law,and wherever
there is any conflict between the provisions contained herein and any present or future statute,law,ordinance or regulation contrary to
which to the parties have no legal right to contract,the latter shall prevail. The provision of this Contract,which is affected,shall be
curtailed and limited only to the extent necessary to bring it within the requirement of the law.
17. WAIVER Failure of the City to enforce any provision of this Contract shall not be a waiver or relinquishment by the City of its right
to such performance in the future nor of the right to enforce any other provisions of this Contract
18. GOVERNING LAW;JURISDICTION,VENUE: This Contract shall be governed and construed in accordance with the laws of the
State of Oregon, without resort to any jurisdictions conflict of laws, rules, or doctrines. Any claim, action, suit, or proceeding
(collectively, "the Claim's between the City and the Contractor that arises from or relates to this Contract shall be brought and
conducted solely and exclusively within the Circuit Court of Washington County for the State of Oregon. Provided,however,if the
claim must be brought in a federal forum,then it shall be brought and conducted solely and exclusively within the Portland office of the
United States District Court for the District of Oregon. Contractor hereby consents to the in personam jurisdiction of said courts.
19. ASSIGNMENT/SUBCONTRACT/SUCCESSORS: The Contractor shall not assign or subcontract any of its rights or obligations
hereunder without the prior written approval of the City. Any unapproved assignment shall be void. Contractor shall be fully
responsible for the acts or omissions of any subcontractors and all persons employed by them,and neither the approval by City of any
subcontract nor anything contained herein shall be deemed to create any contractual relation between the subcontractor and the City.
The provisions of this Contract shall be binding upon,and shall inure to the benefit of�the Parties to the Contract and their respective
successors and assigns.
20. COMPLIANCE WITH APPLICABLE LAWS: Contractor shall comply with all federal,state and local laws,codes,regulations and
ordinances applicable to the provision of goods under this contract,including,without limitation, the provisions of ORS 279C.505,
279C.515, and 27913.235,as set forth below and the provisions of:(i) Title VI of the Civil Rights Act of 1964; (ii) Section V of the
Rehabilitation Act of 1973;(iii)the Americans with Disabilities Act of 1990(Pub L No 101-336).ORS 659.425,and all amendments of
and regulations and administrative rules established pursuant to those laws;and Civ)all other applicable requirements of federal and state
civil rights and rehabilitation statutes,rules and regulations.
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21. PAYMENTS REQUIRED BY ORS 279C.505 AND 279B.220: For all goods provided under this Contract,Contractor shall(i)pay
promptly,as due,all persons supplying labor or material;(ii)pay all contributions or amounts due the Industrial Accident Fund from
the Contractor or any subcontractor;(in)not permit any lien or claim to be filed or prosecuted against the state,county,school district,
municipality, municipal corporation or subdivision thereof; and (rv) pay to the Department of Revenue all sums withheld from
employees pursuant to ORS 316.167.
22. CITY PAYMENT OF CONTRACTOR CLAIMS: If Contractor fails,neglects,or refuses to pay promptly as due,any claim for labor
or services furnished to the Contractor or any subcontractor by any person in connection with the goods provided under this Contract,
the City may pay such claim and charge the amount of the payment against funds due or to become due the Contractor under this
Contract The payment of a claim by the City pursuant to paragraph 21 shall not relieve the Contractor or its surety,if any, from
obligation with respect to any unpaid claims.
23. HOURS OF LABOR: No person shall be employed by the Contractor for more than ten hours in any one day,or 40 hours in any one
week,except in cases of necessity,emergency,or where public policy absolutely requires it,and in such cases the laborer shall be paid at
least time-and-a-half pay for all overtime in excess of ten hours a day and for work performed on Saturday and on the legal holidays,
including each Sunday,as specified in ORS 279B.020 and 279C.540.
24. SAFETY AND HEALTH REQUIREMEN'T'S: Goods and services provided under this Contract shall 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.
25. AWARD TO FOREIGN CONTRACTOR If Contractor is not domiciled in or registered to do business in the State of Oregon,
Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division all
information required by those agencies relative to this contract The City shall withhold final payment under this contract until
Contractor has met this requirement.
26. RECYCLABLE PRODUCTS: Contractor shall use recyclable products to the maximum extent economically feasible in the
performance of this Contract. Contractor shall specify the minimum percentage of recycled product in the goods provided.
27. MATERIAL SAFETY DATA SHEET(MSDS): In accordance with the OR-OSHA Hazard Communication Rules in OAR chapter
437,Contractor shall provide the City with a Material Safety Data Sheet for any goods provided under this Contract which may release,
or otherwise result in exposure to,a hazardous chemical under normal conditions of use(OAR 437-002-0360). In addition Contractor
must label,tag or mark such goods.
28. LICENSE/CERTIFICATION: The Contractor shall have a business license from the City and be EEO certified,if required under
City Code.
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