These Vendor Terms ("Terms') apply to all services and products acquired pursuant under a purchase order ("PO") that references these Terms and is issued by Pacific Evergreen Homes. ("PEH") and agreed to by the entity listed thereon (the "Subcontractor").
1. General. Subcontractor represents the following to PEH:
Subcontractor warrants it is a licensed contractor with the Oregon Construction Contractors Board and has provided its current CCB number to PEH. Subcontractor further warrants it has a valid surety bond as required by Oregon law. In the event Contractor's license or bond should lapse or expire, Contractor will immediately stop all work and notify PEH.
Subcontractor's address and telephone as shown on the Vendor Information Form are accurate.
There is a warranty to be provided by Subcontractor, which is provided below, and has been offered and accepted between the parties.
PEH acknowledges receipt of the following forms from Subcontractor:
- Consumer Protection Notice
- Notice of Procedure
- Information Notice to PEH About Construction Liens
These terms and conditions DO NOT contain an arbitration or mediation clause.
POs submitted are applicable only to the Sub # / Lot # shown on the PO.
Receipt of a PO signed by Subcontractor and submitted to PEH is binding on Subcontractor for materials and pricing specified on the PO.
Subcontractor acknowledges that in accordance with Oregon and Washington law, it may not delegate away its duty to perform the work specified on the PO in a workmanlike manner, nor their duty of fitness for purpose. Any such delegation must be first approved in writing by PEH.
Subcontractor acknowledges that the following rules apply to the submission of invoices and failure to adhere to these rules may result in delay of payment:
- The PO number and the Sub #/Lot # will be placed on all invoices submitted to PEH
- A copy of the signed PO must accompany each invoice submitted to PEH
- A copy of a signed lien release must accompany each invoice submitted to PEH. Lien waivers must be sent to PEH at the address shown below. Faxed or scanned/emailed lien waivers will not be accepted.
A Conditional Lien Waiver should be sent if Subcontractor's invoice is for partial payment. A Full Unconditional Lien Release with Lien Filed (if a lien has been filed) or a Full Unconditional Lien Release With No Lien Filed (if a lien has not been filed) should be used if Subcontractor's invoice is for a full or final payment. While all other correspondence with Pacific Evergreen Homes is managed electronically, the lien waiver is the only document that must be received on paper. There can be no exceptions to this policy.
Lien waivers are to be sent to this address:
Pacific Evergreen Homes
ATTN: Lien Waiver
7410 SW Oleson Road, #133
Portland, OR 97223
The original lien document must be sent separately from the invoice. Signatures must be notarized for the lien release to be valid and PEH must receive the original paper version of the signed and notarized document at the address shown above.
2. Insurance Requirements. Subcontractor agrees that prior to the commencement of any work relating to any project for PEH that it will furnish to PEH a certificate of insurance prior to starting work naming PEH as an additional insured.
Insurance requirement shall be at a minimum the following:
- General Liability per Occurrence Limit - $1,000,000 including coverage for bodily injury, property damage and products/completed operation coverage. General Aggregate limit of $2,000,000 and Products/Completed Operations Aggregate limit of $2,000,000
- General Liability additional insured in favor of Pacific Evergreen Homes, using form CG2010 or equivalent.
- Blanket additional insured forms are not acceptable.
- Automobile Liability – Combined Single Limit of $1,000,000
- Worker's Compensation (or Washington Labor & Industries)
- Employee Liability/WA Stop Gap - $500,000 each accident
In addition to naming PEH as additional insured, each certificate shall provide that the insurance carrier and Subcontractor will furnish thirty days written notice to PEH prior to cancellation or substantial change in any policy provisions.
Subcontractor also agrees to furnish an acceptable and financially sound insurance company with a Best rating of no lower than A.
3. Indemnity Provision From Subcontractor. To the fullest extent permitted by law, Subcontractor agrees to defend, indemnify, and hold Pacific Evergreen Homes, LLC. ("Pacific Evergreen Homes") harmless and, if requested by Pacific Evergreen Homes, the PEH, Architect/Engineer, their consultants, agents and employees of any of them, from and against any and all claims, suits, losses or liability, including attorneys' fees and litigation expenses, for or on account of injury to or death of persons, including Subcontractor's employees, or damage to or destruction of property or the project, or any bond obtained for same, arising out of or resulting from any act or omission, or alleged act or omission, of Subcontractor or Subcontractor's subcontractors, employees, or suppliers ("Subcontractor's Agents"), but only to the extent that the injury, death, damage or destruction is caused by the negligence of the Subcontractor or the Subcontractor's Agents. Without limiting the generality of the foregoing, the Subcontractor's promise to indemnify specifically applies to claims arising out of injury or death to the Subcontractor's own employees, and the provisions of any workers' compensation or similar statue do not limit the subcontractor's obligation thereof or the Subcontractor waives any immunity hereunder as to this obligation.
Subcontractor shall defend, indemnify, and hold Pacific Evergreen Homes harmless from any and all liability, cost, expenses, damages, fines, or other loss, including attorney fees and litigation expenses, arising out of any act or omission of the Subcontractor, or Subcontractor's Agents, in the performance of the work, which acts or omission are in violation of or not in compliance with any federal, state, local or other public agency permit, regulation, rule or law, including those pertaining to protection of the environment, air, water, soil, noise, or public or private property.
Subcontractor shall defend, indemnify, and hold Pacific Evergreen Homes harmless from any and all liability, costs, expenses, and damages, including attorney fees and litigation expenses, arising out of the Subcontractor's failure to perform the work pursuant to the terms of the agreement with Pacific Evergreen Homes.
4. Statement of Warranty. Subcontractor warrants that their work will be free from defects for a period of the lesser of eighteen (18) months from the date shown on the Certificate of Occupancy or twelve (12) months from the closing date of the sale of the home to a third party. During the term of such warranty, Contractor shall remedy any defect in materials or workmanship, without cost to PEH. Notwithstanding the foregoing, in the event that any defect is caused by the action or inaction of PEH, or PEH's agents, Contractor shall not have any responsibility to correct or remedy such defect.
5. Safety Program. Subcontractor understands and acknowledges that PEH does not maintain a safety program of any kind for its subcontractors and vendors. Subcontractor warrants that it has an active safety program for its employees, agents, and subcontractors. Subcontractor further warrants it actively monitors compliance with said safety program and has in place policies and procedures to ensure compliance.
6. Payment of Compensation to Contractor, Payments by Contractor. Contractor shall send a detailed electronic copy of its invoice for work performed referencing the job shown on the Purchase Order ("PO") to Invoice@PacificEvergreenHomes.com. Each invoice shall refer to one, and only one job lot per subdivision. (E.g. work on three lots will be reflected in three invoices.) All services and/or materials shall be invoiced at the price indicated on the PO. Each invoice shall have a unique, non-duplicative, invoice number, and shall include the contractor/supplier's current name, address, and phone number. Invoices shall be submitted on or before the 20th of the month in order to be paid by the tenth of the following month. Each invoice must receive approval from the subdivision superintendent prior to payment. Any invoice that does not include all of the information required above will be returned, and payment will be determined by the resubmission date. No payment made to Contractor shall be construed as acceptance or approval of any part of the work. Unless otherwise provided herein to the contrary, Contractor shall furnish and pay for all licenses, permits, approvals, inspections, materials, equipment, supervision, and labor incidental to or necessary to complete the work described in the applicable PO in full compliance with this Agreement, for the total Compensation as set forth in the PO. If the Project involves any excavating or the driving of any material or equipment into the ground, whether or not on the Property, Contractor shall be solely responsible for determining the existence and exact location of any and all utility services and structures in order to protect the integrity thereof and shall pay all costs related thereto.
PEH represents to Contractor that PEH has obtained a loan to pay for the construction of the Project and/or that PEH has sufficient funds from other sources to pay for the construction of the Project as provided for herein.
7. Materials. Unless otherwise specified herein, all materials shall be first-class quality new materials. Partial shipments will not be accepted. No liability will be assumed for materials placed on the job site that are in the excess of the amount specified on the PO. Subcontractor shall be responsible for removal of excess materials.
8. Quality of Workmanship and Craftspeople. Any work necessary to finally complete the Project shall be executed in a neat and workmanlike manner and in accordance with the standards of the trade. The standards are defined by the Residential Construction Performance Guidelines published by the National Association of Home Builders. In no event shall Subcontractor eat, drink, or smoke inside the house. Shoes are not to be worn once finish work has begun. Subcontractor may not park a vehicle on any concrete surface associated with the house. Subcontractor must inspect and report any finish damage prior to initiation of its work. Failure to adhere to these guidelines and aforementioned standards may result in Subcontractor being held liable for said damage and any associated fees or charges in connection its cleaning, repair, or replacement.
9. PEH's Right to Reject Project Work. PEH shall have the right to reject any work or materials that do not substantially conform to the descriptions or specifications contained on the PO, approved samples, or as provided otherwise herein. We reserve the right to cancel if the PO is not filled as specified.
10. Inspection by Contractor. Contractor acknowledges having fully inspected the plans and specifications described in the PO and any other contractual documents, and accepts them in their present condition. PEH acknowledges and agrees on notification that the final dimension of the Project and/or its components, i.e., rooms, notwithstanding anything to the contrary contained herein, may vary from the plans and specifications due to field alterations or other matters.
11. Inspection by Contractor/Supplier. Contractor acknowledges having fully inspected the site and accepts it in its present condition notwithstanding anything contained herein to the contrary.
12. Maintenance of Site and Condition at Final Completion. Contractor shall cause all work on the Project to be done in a neat and clean manner. Prior to final completion of the Project, Contractor shall put the Property in a neat and clean condition and shall remove all materials, debris, and machinery related to the Project from the Property.
13. Compliance with Law. Contractor's work shall be performed and completed in compliance with all laws, ordinances, rules, regulations, orders, and requirements of any public, private, or governmental entity having jurisdiction over the Property and/or completion of the Project, including, but not limited to, building and safety codes and zoning ordinances in effect on the commencement date. The total Compensation to be paid Contractor in accordance with this Agreement shall not be increased by reason of any work performed by Contractor in order to achieve such compliance, except for errors made by any applicable municipal entity, or any employee thereof, and any costs related to such error. In the event that any of the work to be performed hereunder is subject to inspection, approval, or acceptance by another, including, but not limited to, a governmental agency, Contractor agrees to obtain such inspection, approval or, acceptance.
14. Assignment. This Agreement is personal to Contractor and PEH. Neither party shall assign any interest in this Agreement or in the Project or any portion thereof without the prior written consent of the other, which consent may not be unreasonably withheld.
15. Changes and Extra Work. Contractor shall make any and all reasonable changes in the work and materials that PEH may timely request, at a reasonable addition to, or reduction from, the total Compensation set forth herein, which in any case shall include Contractor's actual costs and fee as specified in the PO. Such change shall, in all cases, be evidenced by an executed change order prior to start of the change work. The terms of any such change order shall, on its execution, become part of this Agreement. Change work shall be contained in the form of a PO.
PEH acknowledges and agrees that during the course of construction of the Project, in an effort to maintain the construction schedule and/or to stay within the Project budget, Contractor will be required to make certain field changes to the plans and specifications related to the Project, and PEH hereby consents to the same. Contractor shall not make any changes to the work, either as additions or deletions, without PEH's prior approval unless, in Contractor's reasonable judgment, field conditions require Contractor to make such changes. In the event such changes would incur additional costs to Contractor, it shall comply with the written change order requirements provided above.
16. Default and Remedies. Contractor shall be deemed to be in default hereunder for failure to materially observe and perform any condition, covenant, or obligation contained herein after written notice to Contractor specifying the nature of the breach unless Contractor corrects any such matter within 10 business days after receiving the notice.
17. Remedies of PEH. In the event of a default by Contractor, PEH shall have all rights and remedies available to PEH pursuant to applicable law.
18. Events of Default by PEH. PEH shall be deemed in default hereunder for the failure to timely perform any obligation contained herein, including the failure to pay to Contractor any amount due pursuant to the terms of this Agreement, unless PEH corrects any such matter within 10 business days after receiving written notice from Contractor.
19. Remedies of Contractor. In the event of a default by PEH, Contractor shall have the right to stop work on the Project (in that event, the estimated completion date shall be extended until the default is cured) as well as all other rights and remedies available under applicable law.
20. Protection Against Liens. It is the intention of the parties that Contractor complete the Project without any lien being filed, at any time, against the Property. Contractor shall use good-faith efforts to not permit any lien of any type whatsoever to be filed against the Property. However, if a lien is filed against the Property, Contractor shall promptly take whatever action is required to remove the lien from the Property. Contractor shall indemnify and hold PEH and the Property harmless from any lien or asserted lien, together with any losses, costs, and expenses associated therewith (including attorney fees), except those caused by PEH or PEH's agent.
21. Entire Agreement; Amendment. This Agreement represents the entire Agreement between PEH and Contractor and supersedes any and all proposals, correspondence, and oral agreements made prior to the date of this Agreement. This Agreement may be amended only by a written change order or an amendment signed by both PEH and Contractor, and no purported oral amendment shall be binding on either party.
22. Attorney Fees. If litigation is commenced between the parties hereto to enforce or interpret any term or provision of this Agreement, the prevailing party in the action shall be entitled, in addition to all other relief and sums, to its reasonable costs and expenses incurred in the litigation, including costs, expert witness fees, and reasonable attorney fees, both at trial and on appeal. The amounts will be set by the court before which the matter is heard.
23. Notices. All notices that are required or desired to be given by either party shall be in writing and shall be personally delivered to the other party, mailed to the other party by United States certified or registered mail, postage prepaid, or faxed to the other party, addressed as shown above in the Summary of Terms, or emailed as provided in the terms of the Vendor Packet. Any such notice not personally served shall be deemed received 48 hours after faxed, emailed, or deposited in the mail to the address designated above. A party may change its address for service of notice by providing written notice of the change to the other party.
24. Relationship of Parties. The relationship of Contractor to PEH is that of an independent contractor. Contractor is not an employee, partner, joint venturer, or agent of or with PEH, and PEH shall have no liability for any act or debt of Contractor.
25. No Third-Party Beneficiary. This Agreement is entered into for the benefit solely of PEH and Contractor, and nothing contained herein is intended for the benefit of any other person or entity. Payments that may be required hereunder from PEH to Contractor are not held in trust for that purpose nor for the benefit of Contractor, any Subcontractor, or any agent or employee of the same.
26. Severability. If a court of competent jurisdiction holds any portion of this Agreement to be void or otherwise unenforceable as written, it is the intention of the parties that (a) the court reform such portion of the Agreement and enforce it to the full extent permitted by law, and (b) the remaining portions of this Agreement shall remain in full force and effect.
27. Governing Law. This Agreement shall be governed by the law of the State of Oregon.