Vendor Assistance and Doing Business with CMHA

GENERAL TERMS AND CONDITIONS

By accepting this Purchase Order, the Vendor agrees to the Cincinnati Metropolitan Housing Authority (CMHA) General Terms and Conditions as set forth below.  Any question as to the meaning of said terms and conditions must be made in writing to CMHA before delivery of goods.

1. ENTIRE AGREEMENT: This Purchase Order constitutes the complete agreement between CMHA and Vendor with respect to the subject matter referred to herein and the terms and conditions as set forth below become binding by Vendor’s acknowledgment or commencement of performance, not superseding the requirements stated in any RFq/IFB/RFP/RFQ or cocurrentntractual agreement.  Any terms and conditions contained in Vendor’s quotation or similar forms whether presented prior to commencement or thereafter which are in addition to or different from these terms and conditions are hereby rejected and shall not become part of the Purchase Order without CMHA’s express written consent contained on CMHA letterhead and signed by CMHA’s Contracting Officer.  Oral Agreements affecting the provisions of this Purchase Order shall become binding only after mutual acceptance as evidenced in writing.

2. CHANGES/PRICE: The price for each item or service under this Purchase Order shall be for the price shown on the face of the Purchase Order.  No changes in the price, quantity or specifications of this Purchase Order will be effective without express written consent of CMHA.

3. DELIVERY: Time is of the essence for all services or items delivered under this Purchase Order. If performance is not completed by the time promised, CMHA reserves the right, without liability, in addition to its other rights and remedies, to terminate this Purchase Order.  The acceptance by CMHA of late performance with or without objection or reservation shall not waive its right to claim damage for such breach nor constitute a waiver of the requirement of timely performance for any remaining obligation.  Regardless of FOB point, the Vendor agrees to bear all risk of loss, injury, or destruction of goods and materials ordered herein occurring before delivery and such loss shall not release Vendor from any obligation hereunder.

4. SHIPMENT: Unless otherwise specified, all goods are to be shipped prepaid, FOB Destination.  If in order to comply with all the CMHA delivery date it becomes necessary to for the Vendor to ship by a more expensive manner than specified in this Purchase Order, any increased cost resulting therefrom shall be borne solely by Vendor unless the necessity for such increased cost has been caused by CMHA or Vendor received prior written approval of CMHA.

5. PACKAGING: No charges shall be permitted for special handling, packing, wrapping, bags, containers, reels, etc., unless otherwise expressly stated herein.

6. WARRANTY: Notwithstanding the Term entitled INSPECTION  below, the Vendor warrants that the items provided for under this Purchase Order will be free from any defects in material, design or workmanship, and will conform to the requirements of this Purchase Order and are merchantable and fit for the particular purpose for which CMHA intends to use the items.   Furthermore, the Vendor warrants that no services, products or supplies provided for under this Purchase Order will infringe upon the intellectual property rights of any third party.  Vendors shall indemnify CMHA fully for any loss, direct damages, and claims by third parties based on a breach, whether actual or perceived, of any warranty contained herein. The Vendor shall extend all warranties it receives from suppliers to CMHA.

7. INSPECTION: All items under this Purchase Order will be subject to inspection, acceptance and test by CMHA to the extent practicable after delivery. If any items are defective in material or workmanship, or otherwise not in conformity with the requirements of this Purchase Order, CMHA shall have the right to either reject the items, cancel all or any part of the order or to require their correction or replacement at the sole expense of the Vendor.

8. COPYRIGHT, PATENTS, RIGHTS IN DATA: To the extent practicable, CMHA reserves an exclusive, perpetual and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for CMHA and HUD purposes, including but not limited to, commercial exploitation a) the copyright or patent in any work developed or discovered in the performance of Services under this Purchase Order, and b) any rights of copyright or patent to which the Vendor purchases ownership with funds awarded pursuant to this Purchase Order for the purpose of meeting the objective of this Purchase Order; and c) CMHA shall have exclusive ownership of, all proprietary interest in, and the right to full and exclusive possession of all other information, materials and documents discovered or produced by Contractor pursuant to the terms of this Contract, including but not limited to reports, memoranda, drawings or letters concerning the research and reporting tasks of this Contract.

9. TERMINATION: CMHA may terminate this Purchase Order for CMHA’s convenience at any time if it deems the Purchase Order to no longer be in CMHA’s best interests, for lack of funding, for the failure of Vendor to fulfill any obligation hereunder, or for other good cause.  CMHA shall be liable for only for performance accepted as of the date of termination.  If termination is due to vendor’s failure to fulfill obligations of this Purchase Order, CMHA may take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable for any additional cost incurred by CMHA.  CMHA may withhold any payments to the Contractor, for the purpose of off-set or partial payment, as the case may be, of amounts owed to CMHA by the Contractor. Any dispute shall be decided by the Contracting Officer.

10. PROCUREMENT OF RECOVERED MATERIALS: If applicable, a)  In accordance with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Owner shall procure items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition. The Owner shall procure items designated in the EPA guidelines that contain the highest percentage of recovered materials practicable unless the Owner determines that such items: (1) are not reasonably available in a reasonable period of time; (2) fail to meet reasonable performance standards, which shall be determined on the basis of the guidelines of the National Institute of Standards and Technology, if applicable to the item; or (3) are only available at an unreasonable price.  b) Paragraph (a) of this clause shall apply to items purchased under this Agreement where: (1) the Owner purchases in excess of $10,000 of the item under this Agreement; or (2) during the preceding Federal fiscal year, the Owner: (i) purchased any amount of the items for use under an Agreement that was funded with Federal appropriations and was with a Federal agency or a State agency or agency of a political subdivision of a State; and (ii) purchased a total of in excess of $10,000 of the item both under and outside that Agreement.

11. ENERGY EFFICIENCY: If applicable, the Vendor shall comply with all standards and policies relating to energy efficiency which are contained in the energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163) for the State of Ohio.

12. COMPLIANCE WITH ALL OTHER APPLICABLE LAWS/EXECUTIVE ORDERS: the Vendor agrees to comply with all applicable provisions of federal, state, and local laws, statutes, rules, and regulations including without limitation the Privacy Act of 1974 and the agency rules and regulations issued under the Act, Title VI of the Civil Rights Act of 1964, Executive Order 11246 Equal Employment Opportunity, Sections 503 & 504 of the Rehabilitation Act of 1973, the American with Disabilities Act of 1990, the Federal Occupational Safety and Health Act of 1970, the Copeland Anti-Kickback Act, the Contract Work Hours and Safety Standards Act, the Davis-Bacon Act, and all subsequent amendments of such laws, regulations and orders, if applicable.

13. INDEMNIFICATION: the Vendor shall indemnify CMHA and its officers, employees and agents for any and all claims, damages, lawsuits, costs, judgments, expenses, penalties, professional fees (including attorney fees) or other expenses or liabilities of every kind, nature and character in connection with or arising directly or indirectly out of this Purchase Order and/or the negligence, acts or omissions of the Vendor, its officers, agents, employees, and subcontractors including without limitation the enforcement of this indemnification provision.

14. LIMITATION OF LIABILITY:  CMHA shall not be liable for any indirect, incidental or consequential loss or damage of any kind including, but not necessarily limited to, lost profits.

15. DAMAGES: The Vendor is liable to CMHA for all actual and direct damages caused by Vendor’s default.  In the event Vendor fails to provide items or services as provided for hereunder, CMHA may substitute the items or services from a third party.  CMHA may recover the costs associated with acquiring substitute items or services, less any expense or costs saved by Vendor’s default, from the Vendor.

16. INSURANCE: Prior to performance, the Vendor shall procure and maintain at all times and at the Vendor’s sole expense, the following insurance: a) Comprehensive Commercial Liability Insurance with bodily injury and property damage of $1,000,000 per occurrence and $2,000,000 aggregate, b) Automobile Liability Insurance in an amount not than $1,000,000 Combined Single Limit per accident, c) Employer’s Liability Insurance in the amount of $500,000 each accident and $500,000 each disease, and d) Workers’ Compensation Insurance which meets Ohio statutory requirements.

17. EXAMINATION & RETENTION OF RECORDS: CMHA, HUD, or Comptroller General of the United States, or any of their duly authorized representatives shall, until three years after final payment under this contract, have access to and the right to examine any of the Contractor’s directly pertinent books, documents, papers, or other records involving transactions related to this contract for the purpose of making audit, examination, excerpts, and transcriptions.

18. LAWS: The laws of the State of Ohio shall govern this Purchase Order and the venue of any action brought hereunder shall be in a court of competent jurisdiction in Hamilton County, Ohio.

19. AMENDMENTS: Any amendments, modifications, extensions or renewals of this Contract must be made in writing and signed by Vendor and CMHA.

20. NON-WAIVER OF RIGHTS: If either party does not seek compensation for breach or insist upon strict performance of any provision of this Contract, that Party is not prevented from seeking compensation or insisting upon strict performance for a future breach of the same or similar provision.  Failure of CMHA to take any action or assert any right hereunder shall not be deemed a waiver of such right.

21. GOVERNING LAW: This Contract shall be governed and construed exclusively by its terms and by the laws of the State of Ohio, and the venue for any disputes will be exclusively with the court of appropriate jurisdiction in Hamilton County, Ohio.

22. TAXES: CMHA is exempt from state and local sales tax and does not agree to pay any taxes.

23. CONFLICT OF INTEREST: Vendor certifies that it is in conformity with CMHA’s Conflict of Interest Policy which is incorporated herein, available in full upon request, and made a term and condition of this Purchase Order.

24. STATUS: Vendor agrees that it is an independent contractor and not an agent or employee of CMHA.

25. CONTACT INFORMATION: Any inquiries or notification concerning this Purchase Order shall be made to CMHA Office of Procurement – 1044 West Liberty Street Cincinnati, Ohio 45214

Periodically (typically each quarter) CMHA will host a “How to do Business with CMHA”. These sessions have been established to provide interested vendors a general overview of CMHA’s procurement methods, policies and Economic Inclusion opportunities. While the session has been directed more towards vendors that have not previously worked for CMHA, current vendors may also find these sessions informative and helpful. Click here to go to the Calendar of Events.

The completion and submission of the Vendor Registration Form does not guarantee any minimum or maximum amount of work for a vendor. It simply means that a vendor is registered to conduct business with CMHA as opportunities are made available. At that time, the vendor may have the opportunity to submit a bid, quote or proposal. Likewise, the submission of a bid, quote or proposal does not guarantee any vendor the right to an award as all procurement activity conducted by CMHA must be in full compliance with the following regulations:

• 2 CFR Part 200
• HUD Procurement Handbook 7460.8 REV 2
• CMHA’s Procurement Policy and Procedures