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OCTA
ORANGE COUNTY TRANSPORTATION AUTHORITY
GENERAL PROVISIONS
- INSPECTION AND ACCEPTANCE - All items are subject to final inspection and
acceptance by OCTA at destination notwithstanding any payment or
prior inspection at SELLER’s facilities. Final inspection will be
made within a reasonable time after receipt of items hereunder.
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CHANGES - By
written notice only. OCTA may, from time to time, order work
suspension or make changes in quantities, drawings, designs,
specifications, place of delivery or delivery schedules, methods
of shipment and packaging, and property and services furnished by
SELLER. If any such change causes an increase or decrease in
the price of this agreement or in the time required for its
performance SELLER or OCTA shall promptly notify the other party
thereof and assert its claim for adjustment within (30) days after
the change is ordered, and an equitable adjustment shall be
made. However, nothing in this clause shall excuse SELLER
from proceeding immediately with the agreement as changed.
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DEFAULT AND EXCESS REPROCUREMENT LIABILITY - OCTA may terminate this
agreement if a federal or state proceeding for the relief of debtors is undertaken by or against
SELLER, or if SELLER makes an assignment for the benefit
of creditors, or if SELLER fails after reasonable notice by OCTA
to cure a deficiency in performance or lack of progress thereto,
and OCTA shall have such additional remedies as may be available
whether or not it so terminates this agreement, including but not
limited to the payment by SELLER to OCTA of expenses incurred by
OCTA in reprocuring elsewhere the same or similar items or
services defaulted by SELLER hereunder.
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INDEMNIFICATION - SELLER shall indemnify, defend, and
save harmless OCTA from and against any loss, damage, claim, or
harm for bodily injuries, including death or damage to property
caused by SELLER or its employees, subcontractors, or supplies in
connection with the performance of this agreement.
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ASSIGNMENTS AND SUBCONTRACTORS - Neither this agreement nor any interest
herein nor claim hereunder may be assigned by SELLER either
voluntarily or by operation of law, nor may all or substantially
all of this agreement be further subcontracted by SELLER without
the prior written consent of OCTA. Withholding of consent
shall not be deemed to relieve SELLER of its obligations to comply
fully with the requirements hereof.
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FEDERAL, STATE, AND LOCAL LAWS - SELLER warrants that in the performance of
this agreement, it shall comply with all applicable Federal, State
and local laws, statutes and ordinances and all lawful orders,
rules and regulations thereunder.
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INFRINGEMENT INDEMNITY - In lieu of any other warranty by OCTA
or SELLER against copyright infringement, statutory, or otherwise, it is agreed that
SELLER shall defend at its
expense any suit against OCTA based on a claim that any item
furnished under this agreement or the normal use or sale thereof
infringes any United States Letters Patent or copyright and shall
pay cost and damages finally awarded in any such suit, provided
that SELLER is notified in writing of the suit and given
authority, information, assistance at SELLER’s expense for the
defense of same. If the use or sale of said item is enjoined
as a result of such suit, SELLER, at no expense to OCTA, shall
obtain for OCTA the right to use and sell said item, or shall
substitute an equivalent item acceptable to OCTA and extend this
patent indemnity hereto.
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TITLE AND RISK OF LOSS - Unless otherwise provided in this agreement, SELLER
shall have title to and bear the risk of any loss of or damage to
the items purchased hereunder until they are delivered in
conformity with this agreement at the F.O.B. point specified
herein, and upon such delivery title shall pass from SELLER and
SELLER’s responsibility for loss or damage shall cease, except for
loss or damage resulting from SELLER’s negligence. Passing
of title upon such delivery shall not constitute acceptance of the
item by OCTA.
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NOTICE OF LABOR DISPUTE -Whenever SELLER has knowledge that any actual or
potential labor dispute may delay this agreement, SELLER shall
immediately notify and submit all relevant information to
OCTA. SELLER shall insert the substance of this entire
clause in any subcontract hereunder as to which a labor dispute
may delay this agreement. However, any subcontractor need
give notice and information only to its next higher-tier
subcontractor.
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EQUAL EMPLOYMENT OPPORTUNITY - In connection with the execution of this agreement,
SELLER shall not
discriminate against any employee or applicant because of race,
religion, color, sex or national origin. SELLER shall take
affirmative action to insure that applicants are employed and that
employees are treated during their employment without regard to
their race, religion, color, sex or national origin. Such
actions shall include pay, or other forms of compensation and
selection for training, including apprenticeship.
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PROHIBITED INTEREST - A.) SELLER covenants that no
member of, or delegate to, the Congress of the United States shall
have any interest, direct or indirect, in the agreement or the
proceeds hereof. B.) SELLER further
covenants that, for the term of this agreement, no director,
member, officer, or employee of the OCTA during his tenure in
office or one (1) year thereafter shall have any interest, direct
or indirect, in this agreement or the proceeds thereof.
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TERMINATION FOR CONVENIENCE - The OCTA may terminate this agreement at any
time by giving written notice to SELLER of such termination,
effective on the date of such notice. Upon receipt of said
notice, SELLER shall immediately take action not to incur any
further obligations, costs, or expenses, except as may be
reasonably necessary to terminate its activities. All
finished or unfinished documents and other materials procured or
produced by SELLER hereunder shall, at the option of OCTA, become
OCTA property upon the date of such termination.
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AUDIT AND INSPECTION OF RECORDS - SELLER shall provide OCTA such access
to SELLER’s books, records, and facilities as may be deemed
necessary to examine, audit, and inspect all work data, documents,
and activities related to the goods or services described
herein. SELLER shall maintain such books, records, data and
documents on a generally accepted accounting basis and shall
clearly identify and make such items readily accessible to such
parties during SELLER’s performance hereunder and for a period of
four (4) years from the date of final payment by OCTA hereunder.
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