Purchase Order Terms and Conditions

City of Oldsmar Purchase Order Terms and Conditions

CHANGES: No alteration in any of the terms, conditions, delivery, price, quality, quantities, or specifications of this purchase order (PO) will be effective without the written consent of the City of Oldsmar, Florida (City).

TAX EXEMPTION: The City’s Florida State Sales Tax Exemption Number is 85-8012646424C-2.

SHIPPING INSTRUCTIONS: Unless otherwise specified, all goods are to be shipped prepaid, FOB Destination.

HANDLING: No charges will be allowed for handling which includes, but is not limited to, packing, wrapping, bags, containers, or reels unless otherwise stated herein.

DELIVERY: For any exception to the delivery date, the Vendor shall obtain written approval from the City. With respect to delivery under this order, time is of the essence, and the order is subject to termination for failure to deliver as specified. The acceptance by the City of late performance shall not waive this right to claim damage for such breach nor constitute a waiver of the requirement for the timely performance of any obligation remaining to be performed by Vendor.

MSDS/SAFETY: Material Safety Data Sheets shall be included with shipments of any material requiring this documentation, per OSHA regulations, and comply with the Consumer Products Safety Act, and all other applicable state and Federal laws or agency regulations.

REJECTION: All goods or materials purchased herein are subject to approval by the City. Any rejection of goods or materials resulting because of nonconformity to the terms and specifications of this order, whether held by the City or returned, will be at the Vendor’s risk and expense.

PAYMENT AND TERMS: The terms of payment shall be Net 30 unless otherwise stated. PO numbers are to be noted on all invoices. Payment will not be processed until items invoiced are received and accepted. All payments shall be made in accordance with the Local Government Prompt Payment Act, Florida Statutes § 218.70.

ASSIGNMENTS. The provisions of monies due under this PO shall only be assignable with the prior written consent of the City.

INSURANCE. The Vendor shall maintain insurance as required in full force and effect throughout the term of this purchase order. The Vendor must provide a Certificate of Insurance, naming the City of Oldsmar as Additional Insured, evidencing such coverage prior to the commencement, and for the duration, of work under this agreement, when applicable. Vendor shall provide thirty (30) days written notice of any cancellation, non- renewal, termination, material change or reduction in coverage. The stipulated limits of coverage provided by the City, if any, shall not be construed as a limitation of any potential liability to the Vendor, and failure by the City to request evidence of this insurance shall not be construed as a waiver of Vendor’s obligations to provide the insurance coverage specified.

PUBLIC DISCLOSURE: PO and all contents and attachments shall be deemed a public record as defined in Florida Statutes §119. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS PO, CONTACT THE CUSTODIAN OF RECORDS AT: records@myoldsmar.com; (813) 749-1100; or Public Records Request, City of Oldsmar, 100 State Street West, Oldsmar, Florida 34677.

HOLD HARMLESS: Vendor shall indemnify, defend, and hold harmless the City and its agencies, their divisions, officers, employees, and agents, from all claims, suits, or actions of any nature arising out of or related to the activities of vendor, its officers, subcontractors, agents, or employees under this purchase order. Notwithstanding anything contained herein to the contrary, this indemnification provision shall not be construed as a waiver of any immunity to which City is entitled or the extent of any limitation of liability pursuant to § 768.28, Florida Statutes.  Furthermore, this provision is not intended to nor shall be interpreted as limiting or in any way affecting any defense City may have under § 768.28, Florida Statutes or as consent to be sued by third parties.

LIENS, CLAIMS, AND ENCUMBRANCES: Vendor warrants and represents that all the goods and materials ordered herein are free and clear of all liens, claims, or encumbrances of any kind.

TERMINATION: (i) The parties may terminate this PO by mutual agreement. (ii) The City may terminate this PO at any time with written notice to Vendor; upon receipt of the notice, Vendor shall stop performance and the City shall pay Vendor for goods and/or services delivered and accepted. (iii) If Vendor breaches any PO provision or is declared insolvent, the City may terminate this PO for cause with written notice to Vendor, and Vendor shall be liable for all incidental and consequential damages resulting from its breach.

ABANDONMENT: Should the Contractor abandon, or in any manner fail to complete the work, the City is hereby authorized and empowered to pay any workmen who may have been employed by the Vendor, for work done, and to pay any claims against the Vendor out of any funds that would otherwise be due or become due the Vendor under this PO.

DEFAULT: The Vendor covenants and agrees that in the event suit is instituted by the City for any default on the part of the Vendor and the Vendor is adjudged by a court of competent jurisdiction to be in default, he shall pay to the City all costs and expenses incurred by the City in connection therewith, and reasonable attorneys’ fees.

CODE OF ETHICS: Florida Statutes §112.313 provides ethical standards for City personnel, and unethical conduct by others including bidders and vendors is grounds for debarment. City employees may neither solicit, accept, or agree to accept any gratuity for themselves, their families or others that results in their personal gain which may affect their impartiality in making decisions on the job. Further, City Procurement staff are also held accountable to the National Institute of Government Procurement (NIGP) Code of Ethics.

APPLICABLE LAWS: Vendor shall comply with all applicable federal, state, and local laws and regulations. The sole venue of any legal action arising from the execution of this PO shall be the Pinellas County Superior Court of the State of Florida and the interpretation of the terms of the PO shall be governed by the laws of the State of Florida.

INFRINGEMENTS: Vendor agrees to protect and save harmless, the City against all claims, suits, or proceedings for patent, trademark, copyright, or franchise infringement arising from the purchases, installation, or use of goods and materials ordered and to assume all expenses and damages arising from such claims, suits, or proceedings.

NONDISCRIMINATION: During the performance of this PO, the Vendor agrees as follows: (i) The Vendor will not discriminate against any employee or applicant for employment because of race, creed, color, religion, age, marital status, disability, sex, sexual orientation, or national origin. (ii) The Vendor will furnish all information and reports required by the City and will provide on request evidence to substantiate compliance with non-discrimination clauses of this PO. (iii) In the event of the Vendor’s noncompliance with the clauses of this PO or with any of such rules, regulations, or orders, this PO may be canceled or suspended and the Vendor may be declared ineligible for any future City PO.

ORDER OF PRECEDENCE: When this PO is issued subsequent to the results of a request for quote, bid, or proposal, additional terms, and conditions, if any, contained in the solicitation or resulting contract shall control.