PURCHASE ORDER CONTRACT TERMS & CONDITIONS

1. Compliance with Laws: All labor, materials, goods or services shall be in strict accordance with all local, state and federal laws, rules and regulations applicable to this contract and to the performance thereof.
    
2. Approval: If this contract requires the supplier of the labor, material, goods or services, which are the subject of this contract, to be approved, then this contract is conditioned upon the receipt of such approval by the proper authorities.
    
3. Assignment: This contract or any part hereof shall not be assigned, or performance hereunder delegated or sublet without first obtaining the MCMUA'S written approval.
    
4. Delivery: The price includes delivery of all materials and goods F.O.B. destination, freight and cartage prepaid, at job locations the MCMUA will indicate, unless the contract specifies otherwise.
    
5. Indemnification: The Vendor shall indemnify, defend and hold harmless the County of Morris, the Morris County Municipal Utilities Authority and any and all agencies and instrumentalities of the County of Morris including their respective employees, agents, Freeholders, professionals and volunteers (collectively "Morris County") from and against any and all claims, injuries, losses, penalties, damages, settlements, costs, charges, professional fees (including attorney's fees and related costs) and/or expenses or liabilities of any nature whatsoever including, without limitation, the investigation and defense of any claims, arising out of or resulting from the Purchase of property from the County of Morris or the Morris County Municipal Utility Authority.
    
6. Payments: No payment will be made unless duly authorized by the MCMUA's authorized representative and accompanied by proper documentation.
    
   Payment will be made pursuant to the Prompt Payment Act, N.J.S.A. 2A:30A-1 et seq
    
   Vendor shall comply with the MCMUA's standard payment procedures. Checks are processed by the MCMUA's Finance Department once a month after a public council meeting. Checks are released after the 15-day veto period. The Contractor shall be responsible for the submission of approved signed vouchers along with any invoice or billing for services rendered in advance of said date. The MCMUA reserves the right to demand as much detail, information or documents as it deems necessary prior to payment.
    
   The MCMUA shall not be obligated to pay a defective invoice until the defect is cured by the Contractor. The MCMUA will proceed with processing payment after the corrected invoice is received, within the structure described above.
    
   Public funds may be used to pay only for goods delivered or services rendered. The MCMUA shall not pay penalties and/or interest on overdue bills unless otherwise required by law. No employee is authorized to sign a letter of credit or any other document that represents a legal commitment on the part of the MCMUA to pay additional fees.
    
   The MCMUA is tax exempt. Therefore, no taxes shall be included on requests for payment.
    
7. Insurance: The MCMUA reserves the right to require the Vendor to maintain proper insurance to protect against all claims under Workers' Compensation and employer liability, general liability, and automobile liability. Certificates of Insurance, when required, shall be in an amount and with an insurance carrier satisfactory to the MCMUA. Vendor shall adhere to the MCMUA's Insurance Requirements.
    
8. Inspection: Material, equipment, goods, or services are subject to inspection and testing by the MCMUA or its designated agents. Should any material, equipment, goods or services fail to meet MCMUA requirements during such inspection or test, the material, equipment, goods or services shall be rejected and shall be immediately replaced by the Vendor, at the Vendor s sole risk and expense.
    
9. Warranties: The Vendor warrants that all material, equipment, goods, or services that are the subject of this contract will conform with applicable drawings, specifications, samples, and/or other descriptions given to the Vendor and will be free from defects. Without limitation of any rights which the MCMUA may have at law by reason of any breach of warranty, material, equipment, goods, or services which are not warrantied may be returned at Vendor 's expense for either credit or replacement as the MCMUA may direct.
    
10. Changes: The MCMUA reserves the right to make any changes relating to this contract. If any such changes may cause a substantial variation in the cost of furnishing the material, equipment, goods, or services covered hereby, the price shall be varied in the same ratio. Any claim of additional compensation hereunder must be asserted within thirty (30) days after such change is ordered. Failure of the Vendor to so assert its claim shall operate as a waiver.
     
11. Termination: The MCMUA may terminate this contract, in whole or in part, at any time via written notice to Vendor at their last known address of business. The MCMUA's liability for costs arising out of any such terminated contracts shall not include anticipatory profits or other damages.
     
12. Modification of Agreement: Any modification of this contract shall be binding upon the MCMUA, unless made in writing and signed by the Purchasing Agent or other duly authorized representative of the MCMUA.
     
13. Integration: This contract represents the entire arrangement between the parties. Both parties hereby covenant and agree to adhere to all of its terms and conditions in performing all obligations expressed herein.
     
14. New Jersey Business Registration: Vendor shall comply with the requirements of the Business Registration Law, N.J.S.A. 52:32-44.
     
15. Prevailing Wage Rates: Pursuant to N.J.S.A. 34:11-56.25 et. seq, New Jersey Prevailing Wage Act - All Service contracts must follow the Prevailing Wage Rates.
     
16. Iran Investments: By entering into this contract, the vendor agrees to the following: Pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4) any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract must certify that neither the person nor entity, nor any of its parents, subsidiaries, or affiliates, are identified on the New Jersey Department of the Treasury's Chapter 25 List as a person or entity engaged in investment activities in Iran. The Chapter 25 List is found on the Division's website at https://www.state.nj.us/treasury/purchase/pdf/Chapter25List.pdf. Vendors/Bidders must review this list prior to completing the certification. If the Director of the Division of Purchase and Property finds a person or entity to be in violation of the law, they shall take action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.
     
17. Certification of Non-Involvement in Prohibited Activities in Russia & Belarus: Pursuant to N.J.S.A. 52:32-60.1, et seq. and N.J.S.A.40A:11-2.2 (L. 2022, c. 3) any person or entity (hereinafter "Vendor") that seeks to enter into or renew a contract with a local contracting unit subject to the Local Public Contracts Law for the provision of goods or services, or the purchase of bonds or other obligations, must complete the certification below indicating whether or not the Vendor is identified on the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list, available here: https://sanctionssearch.ofac.treas.gov/. If the Department of the Treasury finds that a Vendor has made a certification in violation of the law, it shall take any action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.
     
18. Anti-Discrimination: By entering into this contract, the vendor agrees to follow the provisions of N.J.S.A. 10:2-1 et seq. Vendor also agrees to comply with the requirements of N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27-1.1 et seq. The bidder agrees to the mandatory language and terms as required by N.J.A.C. 17:27-1.1 et seq.
     
19. Emergency Contracts: For purchases of an emergent nature, the contractor shall provide its Business Registration Certificate within two weeks from the date of purchase or execution of the contract or prior to payment for goods or services, whichever is earlier.
     
20. State Contract & Cooperative Purchasing Requirement: N.J.A.C. 5:34-9.6S