KEVN: Terms & Conditions: Membership & Purchasing
Below are the Terms and Conditions for membership in the Kingston Emergency Vendor Network and, further down, those for purchases. [SEE PURCHASE DETAILS BELOW]
TERMS AND CONDITIONS FOR MEMBERSHIP
- Commitment to Service. Vendors must be willing to commit for the term of the agreement that they will provide service to the City during an emergency, regardless of the time. This includes specifying employees who will open the business in adverse conditions.
- No Conflict. Vendors must not enter into a supply agreement with another agency which takes precedence over the agreement with the City during the term. If during the term of the agreement legal action is initiated between the vendor and the City, the agreement will immediately cease.
- No Guarantee. The City reserves the right to not enter into a supply agreement, and to cancel an agreement at any time. There is no guarantee that any good or service will be purchased during the term of the agreement.
- Regular Purchases. Vendors with supply agreements may participate in any Request for Information, Request for Proposal, or Tender call that the City issues.
- Emergency Purchases. Vendors must read and understand the Terms and Conditions of Purchases.
- Training and Information Sessions. Vendors must be willing to attend any training or information sessions the City holds concerning the Kingston Emergency Vendor Network.
- Advertising. The vendor must be willing to have its name published if the City chooses to release a list of the vendors who have supply agreements.
- Current Information. The vendor must submit updated information to the staff contact should any business or employee information change throughout the term of the agreement.
- Cancellation. If the vendor can no longer provide the agreed upon goods or services, written notice must be sent to the staff contact immediately requesting the cancellation of the agreement.
- Returns. The vendor must be willing to take back merchandise purchased during an emergency if it was not used.
- Insurance. Vendors providing service, and those providing goods who will come on City property, are required to provide proof of insurance and WSIB throughout the term of the supply agreement to 613-542-5692.
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Privacy and Freedom of Information. All submissions and attached
materials received in response to the RFI are deemed to be the property of the City of
Kingston as of the date of their submission except to the extent they are protected as
third party material under applicable privacy law. The Municipal Freedom of Information
and Protection of Privacy Act (MFIPPA or the Act) applies to all Applications submitted to
the Corporation of the City of Kingston (the City). Applications will be received in
confidence and are subject to the disclosure requirements of the Act. Pursuant to orders
made by the Information and Privacy Commissioner/Ontario, the City shall not withhold the
following information from Applications, if requested through the MFIPPA process by any
person or business:
- The cover letter to the tender, quotation, or proposal;
- The table of contents;
- Lists of figures, tables, and appendices;
- Any information regarding the form and structure of a tender, quotation or a proposal (i.e. information which may disclose the manner in which the document is constructed).
TERMS AND CONDITIONS FOR PURCHASING DURING EMERGENCIES
The following terms and conditions are deemed accepted by vendors supplying goods or services under a Purchase Order with the City of Kingston, and are deemed incorporated into every procurement.
- Purchases During Emergencies. Only employees of the City of Kingston may make purchases on behalf of the City. All purchases shall be recorded by purchase order and receipt. A purchase order shall be issued at the time of purchase from a City of Kingston purchase order book. Valid purchase orders contain the City's logo and address and are in triplicate. Any employee who tries to purchase without a proper purchase order must be denied unless they can show proof of City employment. Alternate forms of identification include a business card or procurement card in their name that matches photo ID, or an employee photo ID card. In cases of alternate identification being used, record the full name and department of the purchaser on the receipt and send a copy to: Purchasing Services, BWB-4, 216 Ontario Street, Kingston, Ontario K7L 2Z3.
- Applicable Law. This purchase order is subject to the provisions of all applicable law, including: the Municipal Freedom of Information and Privacy Act, RSO 1990, c. M54, Accessibility for Ontarians with Disabilities Act, 2005, S.O. 2005, c.11, and this Purchase Order is also subject to the provisions of the Purchasing Bylaw 134-2000 of the Corporation of the City of Kingston as amended.
- Required Warranties. Vendors are deemed to expressly declare and warrant that: no attempt has been made, nor will be made, to induce any other person to not present similar goods or services to the Corporation of the City of Kingston for the purpose of restricting competition; pricing of goods and services are in all respects fair and without collusion or fraud; there has been no violation of copyrights or patent rights in manufacturing, producing or selling the materials and/or services shipped or ordered as a result of this purchase order. The vendor agrees to hold the Corporation of the City of Kingston harmless from any and all liability, loss, expense, action or suit occasioned by any such violation; all materials and/or services proposed to be supplied to the Corporation of the City of Kingston conform in all respects to the standards set forth by applicable Federal and Provincial agencies; The vendor is competent to perform the work described in the purchase order ["the work"]; has the necessary qualifications, including knowledge, skill and experience to perform the work, together with the ability to use those qualifications effectively for that purpose; shall supply everything necessary for the performance of the work; shall carry out the work in a diligent and efficient manner; shall ensure the work is of proper quality, material and workmanship; is in full conformity with the specifications; and meets all other requirements of this purchase order and any subsequent contract; The vendor waives all rights of lien which might arise under section 3(1) of the Repair and Storage Liens Act, R.S.O. 1990, c. R.25; The vendor has and follows a health and safety plan for employees and representatives who will be present on the property of the Corporation of the City of Kingston; All things supplied under the purchase order shall be fit for use whether or not detailed specifications on the various components are set out; and that the price proposed is an upset limit above which the Corporation of the City of Kingston is not required to pay and that where there is uncertainty as to price, the unit price shall govern.
- No Obligation to Contract. The Corporation of the City of Kingston reserves the right to order additional units and/or part purchase at the price submitted or such combination as shall best serve the interests of the City in the opinion of the City. The Corporation of the City of Kingston also reserves the right to waive irregularities and technicalities and to do so in its sole discretion. The Corporation of the City of Kingston reserves the right to reject the supply goods and services where the City determines that the vendor is in any way indebted to the City and in its sole discretion is of the opinion that it is in the City's best interests that the offer be rejected. The Corporation of the City of Kingston is not liable for any costs incurred by the vendor in responding to the purchase order.
- Contract Payments. Unless otherwise specified, should the purchase order be accepted the Corporation of the City of Kingston will make payment of accounts within thirty (30) days of either the date on which the materials and/or services have been accepted to the satisfaction of the Corporation of the City of Kingston, or the date on which the invoice is received, whichever is later.
- Limitation of Liability. Unless otherwise agreed, the vendor agrees to hold the Corporation of the City of Kingston harmless from any and all liability, claim (including damages, fines, insurance adjuster fees and legal costs on a full recovery basis) loss, expense, action or suit arising directly or indirectly from the purchase order.
- Dispute. In cases of dispute as to whether or not deliverables meet the requirements of the Corporation of the City of Kingston, the decision of such agent as the Corporation of the City of Kingston may appoint will be final and binding.
- No Assignment. The vendor, without the written consent of the Corporation of the City of Kingston, shall not assign or subcontract any aspect of this procurement.
- No implied Waiver. The failure of either party at any time to require performance by the other party of any provision hereof shall in no way affect his right thereafter to otherwise enforce such provision or to seek damages for the breach thereof.
- Governing Law. Vendors, including those outside the Province of Ontario, agree that the rights of all parties shall be governed by the laws of the Province of Ontario and that the venue for dispute shall be within the Province of Ontario. The Vendor, if required by the Corporation of the City of Kingston must demonstrate their ability to perform the work under the law of the Province of Ontario and provide such security as might be required and enforceable under the law of the Province of Ontario.
- Deemed Satisfaction. Acceptance of the purchase order shall be deemed conclusive proof that the vendor has satisfied itself as to all the requirements set out herein, all the conditions which may be encountered, what materials and/or services he/she will be required to supply, or any other matter which may enter into the carrying out of the purchase order. No claims will be entertained by the Corporation of the City of Kingston based on the assertion by the vendor that it was uninformed as to any of the requirements set out herein.
- Default under Project. In case of a default of performance by the vendor under the purchase order, the Corporation of the City of Kingston reserves the right to transfer the procurement to another source. All additional expenses arising from such transfer will be charged to the vendor and are due forthwith.
- Title and IP Right to the Work. Title and intellectual property interest ["IP"] to the work described in the purchase order and any part thereof vests in the Corporation of the City of Kingston upon delivery and acceptance thereof by or on behalf of the City. The risk of loss or damage to the work or part thereof so vested shall remain with the vendor until its delivery of the work in full. Any vesting of title or IP shall not constitute acceptance by the City of the work and shall not relieve the vendor of its obligation to perform the work. The vendor shall indemnify and save harmless the City and its employees and agents against any claim, action, suit or other proceeding for any payment or enforcement of any right or remedy that results from or is alleged to result from the creation of or provision of the work or the use or disposal of anything furnished in relation to the work.
- Insurance. Any vendor shall be required to take out sufficient Commercial General Liability Insurance, structured on a "per occurrence" basis and not on a "claims made" basis, in the amount of no less than two million dollars ($2,000,000.00), to cover all risks. WSIB coverage, whether mandatory or optional, shall be provided. Additional insurance, including professional liability insurance, may also be required depending on the nature of procurement. Policies shall be in a form satisfactory to the Corporation of the City of Kingston and shall be kept in full force during the complete period with proof of which provided to the City on demand. The City shall be named as an additional Insured on the policy, and any vendor shall provide evidence of all insurance coverages required by completing the City of Kingston Insurance Certificate before the City shall enter into a contract in relation to this purchase, and throughout the life of the contract.
- Enforcement. The purchase order constitutes a legally binding agreement with the Corporation of the City of Kingston. Where any breach of the terms of this agreement should occur, the City shall review all legal remedies available to it and use any appropriate remedies to protect the interests of the Corporation of the City of Kingston including law suit or application before the appropriate court or tribunal. The vendor hereby acknowledges and attorns to the jurisdiction of the choice of the City of Kingston in any such legal process.
