Terms & Conditions
ORANGE COUNTY TRANSPORTATION AUTHORITY
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- 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.
- 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.
- 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.
- 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