Terms & Conditions

ORANGE COUNTY TRANSPORTATION AUTHORITY
GENERAL PROVISIONS

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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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