Terms and Conditions

Rev. December 3, 2008

1. EXPLANATIONS, CLARIFICATIONS, AND CHANGES.  Vendors shall request any explanation, clarification or changes to specifications in writing. Any reply and/or changes to the specifications will be made by written addendum that shall become part of the bid document.

2. QUOTE SUBMISSION.  To receive consideration, quotes must be delivered or faxed prior to the date the quotes are due. Submission of a quote shall constitute a firm offer to the AGENCY for sixty (60) days from the last day of receipt of quotes. Unauthorized conditions, limitations or provisions attached to a quote may render it non-responsive and may cause its rejection. A vendor may withdraw its quote prior to quote opening, without prejudice by submitting a written request for its withdrawal to the SunLine Transit Agency (“Agency”). The vendor must be able to identify its quote, show proper identification and show proper authorization to withdraw the quote. Conflicting conditions, limitations, or terms attached to a quote are hereby objected to and superseded by these contract terms.

3. APPROVED EQUALS.  When the name of a manufacturer, brand or make, with or without a model number, is used in describing any item in this document, quotes for similar articles will be considered unless otherwise stated. The AGENCY will be the sole judge of whether such alternative articles are acceptable. Unless the vendor states to the contrary, articles offered are assumed to be specific articles named in this document and that articles offered are in accordance with the specifications. If not offering the specific articles named, vendor should enclose with quote full information, specifications and descriptive data on items offered. The AGENCY reserves the right to permit deviations from the specifications if any article offered is substantially in accord with the specifications and is deemed by the AGENCY to be as good as quality and as fully satisfactory for its intended use as an article fully meeting specifications.

4. AWARD AND REJECTION OF QUOTES.  The AGENCY may reject any and all quotes, may waive any minor irregularities or informalities in any quote or in the quoting procedure, and may reject a quote of any party who has been delinquent or unfaithful in any former contract with the AGENCY. If an award is made, it will be made to the lowest evaluated bidder. Upon award, AGENCY will issue a Purchase Order or Contract (“Contract”) to the successful bidder, incorporating these Quote Form Terms and Conditions. The Purchase Order or Contract may not be modified unless such modifications are specifically accepted in writing by AGENCY. The successful bidder (“SELLER”) shall execute the Contract within seven (7) working days of SELLER’s receipt of it.

5. CHANGES.  AGENCY may suspend this Contract or make changes in any terms and conditions governing this Contract at any time. If any change causes a change in the price of this Contract or in the time required for its performance, SELLER shall promptly submit its claim for adjustment in writing to the AGENCY. All changes shall be by confirmed written amendment issued by AGENCY. Nothing in this clause excuses SELLER from proceeding immediately with this Contract as changed.

6. CANCELLATION, DEFAULT AND EXCESS RE-PROCUREMENT LIABILITY.  AGENCY reserves the right to cancel this Contract at any time prior to acceptance and for any reason upon written notice to the SELLER. If the SELLER fails, after reasonable notice by AGENCY, to cure a deficiency in performance or lack of progress, AGENCY shall have such additional remedies as may be available whether or not it terminates this Contract, including, but not limited to, the payment by SELLER to AGENCY of all expenses incurred by AGENCY in re-procuring from another source the same or similar goods or services that SELLER failed to furnish satisfactorily. For services, AGENCY will only pay for those services performed satisfactorily up to the date of termination.

7. OWNERSHIP OF WORK/RECORDS.  All materials to which SELLER has access or prepares under this Contract shall be the property of AGENCY; shall be held in confidence by SELLER; shall not be released without permission of AGENCY; and shall be returned to AGENCY upon termination of Contract. SELLER shall maintain all data and a record relating to its performance of this Contract for 3 years after AGENCY makes final payment under this Contract and shall permit AGENCY to inspect, audit and copy these records.

8. CONDITION OF PRODUCTS.  Products offered and furnished must be new and previously unused and of manufacturer’s latest model unless otherwise specified herein.

9. INSPECTION AND ACCEPTANCE.  All items are subject to final inspection and acceptance by AGENCY at destination, notwithstanding prior payment to obtain cash discount. SELLER is to pay transportation and shipping charges to remove rejected materials or products.

10. DELIVERY CHARGES.  If price quoted on this Contract includes an additional charge for delivery from point to origin, SELLER shall show such delivery charge on the invoice as a separate item and such charge shall not be subject to California State Sales/Use Tax. No additional charge for transportation, containers, packing, etc. will be allowed unless so specified in this Contract.

11. PAYMENT.  Each order and shipment shall be invoiced separately. AGENCY will make payment within thirty (30) days of AGENCY'S acceptance of the invoice. All invoices and packing slips/bills of lading shall reflect the AGENCY'S Purchase Order number. No C.O.D. shipments will be accepted. For services, AGENCY shall be invoiced monthly.

12. WARRANTY OF FITNESS.  SELLER warrants that all materials furnished shall meet all requirements and conditions of the AGENCY'S Contract and manufacturer's warranty, if any, and shall be fit for the purposes intended and shall be free of all patent and latent defects in design, material, and workmanship. SELLER agrees that by acceptance of this warranty and acceptance of the materials or supplies provided by the SELLER, the AGENCY does not waive any warranty, either expressed or implied in Sections 2312-2317, inclusive, of the Commercial Code of the State of California or of the United States.

13. WARRANTY OF TITLE.  The SELLER warrants and agrees that title to all materials equipment furnished under this contract accepted by the AGENCY will pass to the AGENCY free and clear of all liens, claims, security interests, or encumbrances.

14. TITLE AND RISK OF LOSS.  Unless otherwise provided in this Contract, SELLER shall have title to and bear the risk of any loss or damage to the goods ordered until they are delivered in conformity with this Contract at the specified F.O.B. point. Upon such delivery, title shall pass from SELLER to AGENCY and SELLER'S responsibility for losses or damage shall cease, except for loss or damage occurring prior to or upon delivery, or loss or damage resulting from SELLER'S negligence or intentional acts. Passing of title upon such delivery shall not constitute acceptance of the goods and services by AGENCY.

15. ASSIGNMENTS AND SUBCONTRACTING.  Neither this Contract nor any interest herein nor any claim hereunder may be assigned or subcontracted by SELLER either voluntarily or by operation of law, without the prior consent of AGENCY. No consent shall be deemed to relieve SELLER of its obligations to comply fully with the requirements thereof.

16. SELLER’S STATUS.  SELLER is an independent contractor. Neither SELLER nor any party contracting with SELLER or employed by SELLER shall be deemed an agent or employee of AGENCY.

17. INDEMNIFICATION/INFRINGEMENT OF PATENTS.  The SELLER shall indemnify, keep and save harmless the AGENCY and its directors, officers, employees and agents against all suits or claims that may be based on any injury to or death of any person or any damage to property that may occur, including any suits or proceedings claiming an infringement of any patent of the United States, or that may be alleged to have occurred, arising from the performance of this Contract by the SELLER, whether or not it shall be claimed that the injury was caused through a negligent act or omission of the SELLER or its employees or agents. The SELLER shall, at its own expense, pay all charges of attorneys and all costs and other expenses arising or incurred in connection with the action. If any judgment shall be rendered against the AGENCY in any such action, the SELLER shall at its own expense satisfy and discharge it.

The SELLER agrees that it will, at its own expense, defend all suits and all proceedings instituted against the AGENCY and pay any award of damages assessed against the AGENCY in any suits or proceedings if they are based on any claim that the materials or equipment provided under this Contract, or any part thereof, or any tool, article or process used in manufacture thereof constitutes an infringement of any patent of the United States.

18. INSURANCE.  If SELLER is providing services to the AGENCY, SELLER shall maintain workers’ compensation insurance in accordance with state requirements. SELLER shall also maintain commercial general liability insurance, including automobile liability insurance, in the amount of at least $1,000,000 per claim. AGENCY reserves the right to require submittal of a certificate of insurance naming the AGENCY, its directors, officers, employees and agents as additional insured’s. In addition, SELLER shall maintain professional liability insurance if applicable.

19. FEDERAL, STATE AND LOCAL LAWS.  SELLER'S acceptance of this Contract certifies that goods and services sold and furnished to AGENCY by SELLER are produced and sold in conformity with all applicable federal, state and local laws, rules, ordinances and regulations, including all applicable environmental statutes, regulations and guidelines.

20. ENVIRONMENTAL COMPLIANCE.  SELLER shall comply with applicable environmental statutes, regulations and guidelines in performing the work under this Contract, including laws on the disposal of hazardous wastes.

The SELLER shall bear full and exclusive responsibility for any release of hazardous or non-hazardous substances or disposal of hazardous wastes during the course of performance of this Contract. The SELLER shall be solely responsible for all claims and expenses associated with the disposal of hazardous wastes or with the response to, removal or remediation of any release, including without limitation, payment of any fines or penalties levied against the AGENCY by any governmental authority as result of such release. The SELLER shall hold harmless, indemnify and defend the AGENCY from any claims, suits or actions arising from such disposal or release. SELLER shall immediately notify the AGENCY of any accidental incident related to the handling, transportation or disposal of hazardous or non-hazardous substances. The AGENCY reserves the right to gain access to and inspect SELLER vehicles and/or facilities that handle, transport, or dispose of hazardous or non-hazardous substances.

21. PROHIBITED INTEREST.  By submitting a Quote, the SELLER represents and warrants that neither the General Manager nor any director, officer, or employee of the AGENCY is in any manner interested directly or indirectly in the SELLER, the Quote or in the CONTRACT which may be awarded under it, or in any expected profits to arise there from.

22. DISADVANTAGED BUSINESS ENTERPRISES/NONDISCRIMINATION.  The SELLER shall not discriminate on the basis of race, color, national origin, or sex in the performance of this CONTRACT. The SELLER shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of U.S. Department of Transportation-assisted CONTRACTS. Failure by the SELLER to carry out these requirements is a material breach of this CONTRACT, which may result in the termination of this CONTRACT or such other remedy, as the AGENCY may deem appropriate. SELLER will use its best efforts to ensure that barriers to participation by Disadvantaged Business Enterprises do not exist. SELLER shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin or disability. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment advertising, layoff or termination, rates of pay or any other forms of compensation and selection for training, including apprenticeship.

23. GOVERNING LAW.  This Quote, the resulting CONTRACT and the work performed under it shall be governed by these Terms and Conditions and the laws of the State of California.

24. TAXES:  AGENCY is exempt from Federal Taxes or Federal Transportation Taxes. All vendors are required to distinguish if they are California based entities or operating outside of California.

25. The Davis-Bacon and Copeland Acts are codified at 40 USC 3141, et seq. and 18 USC 874. The Acts apply to construction contracts and subcontracts that “at least partly are financed by a loan or grant from the Federal Government.” 40 USC 3145(a), 29 CFR 5.2(h), 49 CFR 18.36(i)(5). The Acts apply to any construction contract over $2,000. 40 USC 3142(a), 29 CFR 5.5(a).

26. Program Fraud and False or Fraudulent Statements or Related Acts.  (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § § 3801 et seq . and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project.

27. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability.

28. Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference.