25J - AGMT - MEDICAL SERVICES FOR JAIL

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GENERAL TERMS AND CONDITIONS OF THIS BID AND ANY RESULTING CONTRACT 1. PAYMENT: Payment by City will be processed within thirty (30) days following receipt of proper invoice evidencing work performed and subject to City accounting procedures. No additional charge will be paid by the City unless expressly included and itemized herein. 2. DELIVERY: Time of delivery, as shown herein, must be adhered to. All goods shall be shipped F.O.B. destination designated by the City. Vendor assumes full responsibility for packing, crating, marking, transportation and liability for loss and/or damage. All transportation charges to be prepaid by Vendor. 3. LATE DELIVERY ASSESSMENT: The Vendor agrees to pay late-delivery assessment for any delay in delivery (except those beyond its reasonable control) beyond the date agreed to and shown in the purchase order or contract in an amount equal to the expenses incurred by the City due to the delay, including but not limited to expenses such as rental of like equipment to fulfill the need while awaiting late delivery, added cost of manpower or other resources, or other costs as can be shown to have resulted from delaying receipt of the ordered goods or services. The penalty will be deducted from the amount due to the Vendor under the purchase order or contract. 4. INSPECTION: City shall be under no obligation to unpack or inspect the products and/or service. The Vendor shall be responsible for the consequences of negligent manufacture and packing, and for the consequences of negligent handling prior to point where City assumes ownership. The expense of subsequent tests due to failure of goods first offered will be charged against the Vendor. 5. GENERAL GUARANTEE: The Vendor guarantees that a) Vendor owns all rights, title and interest in the products and services and has the legal authority to sell, license or otherwise transfer the right to use to the City; b) the products and services are free from defects in material and workmanship for a minimum period of one (1) year from the date of acceptance by the City, unless otherwise stated as part of the bid; and c) Vendor shall repair or replace all such defective goods F.O.B. destination 6. NONDISCRIMINATION: Vendor agrees that the "Certification of Nondiscrimination by Contractors" attached and executed by Vendor or on file with the City, is specifically made a part of the bid by this reference. 7. INDEMNIFICATION: The Vendor guarantees and agrees to indemnify, defend and hold harmless the City against any or all loss, liability damages, demands, claims or costs alleged by third parties arising out of Vendor's performance. This includes defective material and products, faulty work performance, negligent or unlawful acts, and noncompliance with any applicable local, state or federal codes, ordinances, orders or statutes including, but not limited to, the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. This guarantee is in addition to and not intended as a limitation on any other warranty, expressed or implied. 8. TERMINATION: The City reserves the right to terminate the order or delay delivery or acceptance of any products and/or services ordered resulting from this RFP without penalty upon ninety (90) days written notice to the Vendor. 9. ASSIGNMENT: Vendor may not assign, transfer, delegate, or subcontract any right, obligation, performance herein without the prior written consent of the City's Purchasing Manager and any such assignment, transfer, delegation or subcontract without the Purchasing Manager's prior written consent shall be considered null and void. 10. DEFAULT: In case of default by the Vendor of any of the conditions of this RFP or contract resulting from this RFP, the Vendor agrees that the City may procure the articles or services from other sources and may deduct from the unpaid balance due the Vendor, or collect against the bond or surety, or may invoice the Vendor for excess costs so paid plus reasonable administrative costs. Prices paid by the City shall be considered the prevailing market price at the time such purchase is made. 11. LAW AND JURISDICTION: The validity, performance and construction of this order shall be governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 12. ADDITIONAL TERMS: No additional term specified in the RFP shall be part of the contract unless affirmatively accepted by the City in writing. 25J-82