CITY OF NORTH PORT PURCHASE ORDER GENERAL TERMS AND CONDITIONS

 

VENDOR, IN ACCEPTING THIS PURCHASE ORDER, AGREES TO AND SHALL BE BOUND BY ALL OF THE FOLLOWING TERMS AND CONDITIONS, UNLESS OTHERWISE AGREED TO, IN WRITING, BY THE CITY OF NORTH PORT (Hereinafter “City”).

 

1. The terms and conditions of this purchase order may not be verbally modified. Any changes must be in writing and approved by the Procurement Manager or designee. If these conditions are not acceptable, please notify the contact listed on the order before shipping the items or delivering services. If prices are higher than specified, do not ship without prior written approval from the Procurement Manager or Designee.

    

2. The term "Vendor" shall mean the party furnishing the goods, materials, equipment and/or services so specified herein.

    

3. The words “goods” and “services” shall have the same definitions as the definitions of “goods” and “services” in Section 2-402 of the City’s Procurement Manual.

    

4. This order shall be filled at prices quoted to the City in writing. No increase from the quoted price will be authorized unless approved in writing by the procurement manager or designee with authority to act on behalf of the City.

    

5. All invoices shall be addressed as indicated on the front of this Purchase Order.  Invoices must include the Vendor's name and phone number, and clearly list quantities, item descriptions, and units of measure. Vendor shall indicate on all invoices the Purchase Order number, discount and terms of payment. Substitution of any portion of this order will not be allowed unless City is notified and gives approval in writing of the substitution.

    

6. Payments will be made upon receipt of a proper invoice in accordance with Florida's Local Government Prompt Payment Act, Chapter 218, Part VII, Florida Statutes.

    

7. Vendor shall promptly confirm receipt of any purchase order(s) issued by City and indicate the shipping date (definite or approximate), if applicable.

    

8. All materials must be shipped F.O.B. Destination. City will not pay freight or express charges, unless explicitly agreed to by City in writing. Wherein a specific purchase is negotiated F.O.B. shipping point, the vendor is to prepay shipping charges and add to the invoice. Delivery must actually be made within the time stated on the Purchase Order. City reserves the right to route all shipments on this order. Delays in shipment shall be immediately reported by Vendor to City.  City reserves the right to cancel this order and purchase elsewhere if delivery is not timely as stated on the Purchase Order. Deliveries shall be made at a time chosen by the City during normal business hours, Monday through Friday, excluding holidays, unless otherwise stated.

    

9. All items listed will be securely packed to deter against damage and comply with carrier’s requirements as to applicable tariffs. Shipments described on bill of lading shall take the lowest legal freight rate. Shipments will be released to carrier at full value insured for total value.

    

10. Inspection and acceptance of commodities shall be as follows:
    • For Vendor-installed products, the date of acceptance is the date the City accepts the product as installed and in good working order, as determined by any appropriate acceptance testing, and the  City shall certify in writing to the Vendor when the product is accepted (if training or other post-installation services are included in the Purchase Order, the acceptance shall be conditional).
    • For City-installed products, the date of acceptance shall be the delivery date. Until acceptance, risk of loss or damage shall remain with the Vendor. The Vendor shall be responsible for filing, processing, and collecting all damage claims. To assist the Vendor with damage claims, the City shall: (i) record any evidence of visible damage on all copies of the delivering carrier’s Bill of Lading ; (ii) report damage to the carrier and the Vendor; and (iii) provide the Vendor with a copy of the carrier’s Bill of Lading  and damage inspection report.
    • If specifications are not met, material may be returned at the Vendor’s expense and risk. Vendors will be notified of over-shipments and/or incorrect shipments. If return authorizations are not received within thirty (30) days such items shall be considered as donations to the City .
    • Items received above quantities specified by City may, at City’s option, be returned at the vendor’s expense. Substitutions are not permitted. Section 215.422, F.S., provides that agencies have five (5) working days to inspect and approve goods and services, unless bid specifications or the purchase order specifies otherwise.
    • Items may be tested for compliance with specifications. Items delivered not conforming to specifications may be rejected and returned at vendor’s expense. Any increase in cost may be charged against the Vendor.

     

11. Inspection and acceptance of services shall be as follows: Each phase of the services, including quality of work rendered under this agreement, is subject to the City’s inspection during both the Vendor’s operations and aftercompletion of the tasks. When the Vendor is satisfied with the completion of the contracted work, and prior to acceptance of any phase of work, Vendor shall submit a written request for an inspection to the City. After inspection, the City will issue a list of deficiencies, if any. Upon completion of the list, and correction of all deficiencies by the Vendor, the Vendor shall notify the City that the work has been completed satisfactorily. Final inspection shall be performed before the contract expiration date.

     

12. If work is performed on City property, work shall not be considered complete until all rubbish and unused material due to, or connected with, the work is removed and the premises are left in a safe and tidy condition.

     

13. If insurance is required, the Vendor shall maintain insurance acceptable to City in full force and in effect throughout the term of this Purchase Order. Vendor shall provide the City a certificate of insurance and must name the City as an additional insured for any insurance policies.

     

14. Vendor shall comply with all Federal, State, and local laws and regulations applicable to the articles, materials or services constituting this order and shall upon request of City furnish such proof of compliance. The Vendor shall have in its possession any applicable permits or licenses that may be required by Federal, State, or local law to furnish products or services under the scope of this Purchase Order.

     

15. No right, obligation or interest in this Purchase Order shall be assigned or delegated by the Vendor without the prior written consent of the City. Any such unauthorized assignment or delegation by Vendor shall be void and may render this Purchase Order void, at the sole option of the City, without prejudice to City’s other rights and remedies.

     

16. Vendor expressly warrants all items to be free from defects in title, design, workmanship and materials, to conform strictly to applicable specifications, drawings, approved samples, if any; and to be fit and sufficient for the purpose intended and to be merchantable. Such warranties, together with all other services warranties of the Vendor, shall run to City. All warranties shall survive inspection, test acceptance of and payment by City. Until acceptance, risk of loss or damage shall remain with the Vendor. The Vendor shall be responsible for filing, processing, and collecting all damage claims. When the City rejects a product, the Vendor shall remove it from the premises within ten (10) days after notification or rejection. Upon rejection notification, the risk of loss of rejected or non-conforming product shall remain with the Vendor.

     

17. Rejected product not removed by the vendor within ten (10) days shall be deemed abandoned by the Vendor, and the City shall have the right to dispose of it as its own property. The Vendor shall reimburse the City for costs and expenses incurred in storing or the removal/disposition of rejected product. Materials rejected by the City will be returned to the Vendor at the Vendor's risk and expense. The City shall not be liable or otherwise responsible for any re-stocking charges unless prior written approval has been provided by the Procurement Manager or designee.

     

18. Acceptance of this order serves as certification that the Vendor or its principals; (a) are not presently debarred, suspended, proposed tor debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; (b) have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission  of embezzlement, theft , forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) are not presently indicted for or otherwise criminally or civilly charged by a government entity (federal, state or local) with commission of any of the offenses enumerated in paragraph (b) of this certification; and (d) have not within a three-year period preceding this application/proposal had one or more public transactions (federal, state or local) terminated for cause or default.

     

19. The vendor or contractor hereby guarantees the City that all material, supplies, services and equipment as listed on the Purchase Order meet the requirements, specifications and standards as provided for under the Occupational Safety and Health Act of 1970, as from time to time amended and in force on the date hereof.

     

20. The Vendor shall supply a Material Safety Data Sheet (MSDS) with each initial delivery of any materials defined by the State of Florida of the Federal Government as being toxic or harmful.

     

21. The laws of the State of Florida govern the rights, obligations, and remedies of the Parties under this Purchase Order. The exclusive venues for any legal or judicial proceedings in connection with the enforcement or interpretation of this Purchase Order are the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida and the United States District Court for the Middle District of Florida.  The Vendor explicitly waives any rights/claim to forum non conveniens.

     

22. The Vendor, together with its agents, distributors, resellers, subcontractors, officers and employees, shall have and always retain under the Agreement the legal status of an independent contractor, and in no manner shall they be deemed employees of the City or deemed to be entitled to any benefits associated with such employment. During the term of the Agreement, Vendor shall maintain at its sole expense those benefits to which its employees would otherwise be entitled to by law, including health benefits, and all necessary insurance for its employees, including workers’ compensation, disability, and unemployment insurance, and provide City with certification of such insurance upon request. The Vendor remains responsible for all applicable federal, state, and local taxes and all FICA contributions.

     

23. If a court of competent jurisdiction deems any provision of the order void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect.

     

24. City is exempt from any sales, excise, or Federal Transportation taxes and the provisions of the federal Robinson-Patman act.

 

25. The Vendor shall be fully liable for the actions of its directors, officers, members, partners, or subcontractors, and the employees and agents of each of them, and shall fully indemnify and hold harmless the City, its employees, agents and assigns from claims, suits, actions, damages, and costs of every type and description, including attorneys' fees (at both trial and appellate levels), arising from or relating to personal injury or death, and damage to real property or tangible personal property alleged to be caused in whole or in part by the Vendor, its officers, directors, members, partners, or subcontractors, and employees or agents of any of  them; provided, however, that the Vendor shall not indemnify for that portion of any loss portion of any loss or damages proximately caused by the negligent act or omission of the City.

• To the extent applicable, the Vendor shall fully indemnify and hold harmless the City, and its agents, employees, and assigns from any claims, suits, actions, damages, and costs of every type and description, including attorneys' fees (at both trial and appellate level), arising from or relating to violation or infringement of a trademark, copyright , patent, trade secret or intellectual property right; provided, however, that the foregoing obligation shall not apply w the misuse or modification of Vendor's products by the City or any of its agents, employees, and assigns, or to the operation or use of Vendor's products by the City or any of its agents, employees, and assigns in a manner not contemplated by the Contract or the Purchase Order.

• The City may, in addition to other remedies available to it at law or equity, and upon written notice to the Vendor, retain such monies from amounts due the Vendor as may be deemed by the City to be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against it. The City may set off any liability or other obligation of the Vendor or its affiliates to the City against any payments due the Vendor under any contract with the City.

• This agreement for Indemnification shall continue in full force and effect after Vendor completes furnishing goods or services to City

• The provisions of this Purchase Order are separate and severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable by a court of competent jurisdiction, in whole or in part, the remaining provisions, end any partially unenforceable provisions to the extent enforceable,  shall nevertheless be binding and enforceable.

• Whenever the Vendor is required or desires to use any design, device, material or process covered by letters of patent or copyright, the Vendor shall indemnify, defend and save harmless the City, its officers, elected and appointed officials, agents and employees from any and all claims for infringement by reason of the use of any such patented design, tool, material, equipment, or process, to be performed hereunder, and shall indemnify the said City, its officers, agents, and employees for any costs (including court costs and attorneys’ fees), expenses and damages which may be incurred by reason of any infringement at any time during the prosecution or after the completion of the work. The duty to defend is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Vendor, the City and any indemnified party. The provisions herein shall survive acceptance of any goods and/or services and payment therefore by the City; and shall continue in full force and effect so long as the possibility of any liability, claim or loss exists, unless otherwise prohibited by law.

• The Vendor shall indemnify, defend and hold harmless the City of North Port, its officers, elected and appointed officials, and employees from and against any and all liabilities, claims, suits, damages, charges, or expenses (including attorney’s fees, whether at trial or appeal) which they may suffer, sustain, incur, or in any way be subjected to by reason or as a result of any act, negligence, or omission on the part of the Vendor, its agents or employees, in the execution or performance of the obligations assumed under or incidental to, the contract awarded under this Purchase Order, except when caused solely by the fault, failure, or negligence of the City, its agents, or employees.

26. Any other conditions not contained above will be annotated within the context of the Purchase Order.

27. The City reserves the right to cancel all or part of this Purchase Order before acceptance of the goods or services.

 

28. Pursuant to section 287.0582, F.S., if this purchase order binds the City for the purchase of services or tangible personal property for a period more than one (1) fiscal year, the         City’s performance and obligation to pay under this contract is contingent upon an annual appropriation of budgeted funds.

29. This purchase order may be unilaterally cancelled by the City for vendor’s refusal to allow public access to all documents, papers, letters or other material, whether made or received in conjunction with this agreement which are subject to the public records act, Chapter 119, Florida Statutes.

30. The Vendor shall keep adequate records and supporting documentation applicable to this contractual matter. Said records and documentation will be retained by the Vendor for a minimum of five (5) years from the date of termination of this contract. The City and its authorized agents shall have the right to audit, inspect and copy all such records and documentation as often as the City deems necessary during the period of this contract and during the period of six (6) years thereafter. This five (5) year time period will be extended until audit findings are issued if an audit is initiated during the five (5) year period. Such activity shall be conducted only during normal business hours. The City, during the period of time expressed by the preceding sentence, shall also have the right to obtain a copy of and otherwise inspect any audit made at the direction of the Vendor as concerns the aforesaid records and documentation.

31. Section 287.135, Florida Statutes, prohibits agencies or local governmental entities from contracting for goods or services of any amount with companies that are on the Scrutinized Companies that Boycott Israel List or are engaged in a boycott of Israel, and of $1 million or more with companies that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or are engaged in business operations in Cuba or Syria. The Vendor certifies that the Vendor is not in violation of Section 287.135, Florida Statutes. The City, at its option, may terminate this Purchase Order for cause if the Vendor is found to have submitted a false certification, been placed on one or any of the foregoing Lists, been engaged in a boycott of Israel, or been engaged in business operations in Cuba or Syria.

32. In accordance with Section 448.095, Florida Statutes, the Vendor agrees to register with and utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired during the term of the contract under this Purchase Order. The Vendor must also include a requirement in subcontracts that the subcontractor must register with and utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor. If the Vendor enters into a contract with a subcontractor, the subcontractor must provide the Vendor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Vendor shall maintain a copy of such affidavit for the duration of the contract. If the City has a good faith belief that the Vendor has knowingly violated Section 448.09(1), Florida Statutes, the City shall terminate the contract with the Vendor, and the Vendor may not be awarded a contract with the City for at least one (1) year after the date on which the contract was terminated. The Vendor is liable for any additional costs incurred by the City as a result of the termination of the contract. If the City has a good faith belief that a subcontractor knowingly violated the law, but the Vendor has otherwise complied with the law, the City shall promptly notify the Vendor and order the Vendor to immediately terminate the contract with the subcontractor.

33. The risk of loss or damage shall remain with the Vendor until acceptance by City. The Vendor shall be responsible for filing, processing, and collecting all damage claims. If the City rejects a product, the Vendor shall remove it from the premises within ten (10) days after notification or rejection. Upon rejection notification, the risk of loss of rejected or non-conforming product shall remain with the Vendor. Rejected product not removed by the vendor within ten (10) days shall be deemed abandoned by the Vendor. The City shall have the right to dispose of vendor abandoned property as its own property. The Vendor shall reimburse the City for costs and expenses incurred in storing or impacting the removal or disposition of rejected goods.

34. Vendors are not authorized to deliver any goods or services which are not covered by this Purchase Order. The City accepts no responsibility and is not obligated to render payment for purchases that are not covered by a duly issued purchase order or specifically authorized by an individual authorized to act on behalf of the City.

35. If Vendor is terminated for default, the City may acquire, under the terms and in the manner the City considers appropriate, supplies or services similar to those terminated. Vendor shall be liable to the City for any excess costs for the supplies or services unless the Vendor’s failure to perform pursuant to this Purchase Order arises from causes beyond the control and without the fault or negligence of the Vendor, such as a force majeure event or acts of the government in either its sovereign or contractual capacity.

• Force majeure events shall be defined as “a strike or work stoppage, unless caused by a negligent act or omission of either party; an act of God, tornado, hurricane, flood, sinkhole, fire, explosion, landslide, earthquake, epidemic, pandemic, quarantine, pestilence, or extremely abnormal and excessively inclement weather; an act of a public enemy, act of war, terrorism, effect of nuclear radiation, blockage, insurrection, riot, civil disturbance, state of martial law, or national or international calamity; a declared emergency of the federal, state, or local government; or any other like event that is beyond the reasonable control of the non-performing party.

36. This Purchase Order incorporates and includes all prior negotiations, correspondence, agreements, or understandings between the parties, and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Purchase Order that are not contained in this Purchase Order. This Purchase Order supersedes all other agreements between the parties, whether oral or written, with respect to the subject matter. The parties expressly agree to be bound by the terms of this Purchase Order.

37. The City reserves the right to cancel all or part of this Purchase Order prior to acceptance of the goods or services.