Purchase Order General Conditions
of this Purchase Order by City constitutes acceptance of Supplier's offer on
the terms and conditions stated herein, and forms a contract.
will not pay charges for taxes, transportation, boxing, packaging, crating or
returnable containers unless separately stated hereon.All sales, use, excise or
similar taxes to be paid by City must be itemized separately hereon and on
invoices.City is exempt from payment of Federal Excise Tax under Certificate
Number 95-730502K and supplier shall not charge this tax to City.
City's obligation to pay the sum herein stated for any one fiscal year shall be
contingent upon the City Council appropriating the necessary funds. A fiscal
year commences on October 1 and ends on September 30 of the following year.If
the City Council fails to appropriate the necessary funds for any fiscal year,
then the Purchase Order shall terminate at no additional cost or obligation to
4. Time is of the essence.If at any time Supplier believes that
goods, materials, equipment, supplies ("item"), labor or services will not be
made as scheduled, supplier shall immediately give written notice stating the
cause of the delay to City.Deliveries must be prepaid.City will not accept COD
5. City reserves the right at any time to make changes in
drawings and specifications, in methods of shipment and packaging, and in
place(s) of delivery.If necessary, there will be an equitable adjustment in
price and time of performance mutually satisfactory to Supplier and City; but
any claim by Supplier for such an adjustment must be made in writing within
thirty (30) days after such change.
6. Supplier warrants that the items
delivered and the work or services performed shall conform to the
specifications, drawings, samples or other description specified by City and
shall be fit and sufficient for the purpose intended, merchantable, of good
materials and workmanship, in good working order and free from defect or faulty
workmanship for a period of at least ninety (90) days, after delivery. When
defective items or faulty workmanship is discovered, Supplier shall provide all
labor, materials, parts and equipment to correct such defect or make such
replacement at no expense to the City.Defective items not meeting City's
specifications shall be held for Supplier's instructions at Supplier's risk
and; if Supplier so directs, will be returned at Supplier's expense.
Supplier shall defend, indemnify and hold harmless City, its officials,
employees and agents harmless from all loss, damage, liability, demands,
claims, causes of action, costs and expenses (including reasonable attorneys'
fees) for injuries to persons (including death) or damage or destruction to
property connected with or arising from the negligent acts or omissions,
willful misconduct or misrepresentations of Supplier, its agents or employees
in the performance of this Purchase Order or relating to a claim of
infringement of a patent, trademark or copyright.
8. City reserves the
right to terminate this Purchase Order, or any part of it, at any time even
though Supplier is not in default.On receipt of notice of termination,
Supplier shall, unless such notice otherwise directs, immediately discontinue
all work on the Purchase Order and deliver, if and as directed, to City all
completed and partially completed items and work in process.This section shall
not limit or affect the right of City to terminate this Purchase Order
immediately upon Supplier's breach.
9. City reserves the right to
terminate this Purchase Order or any part of it and reject delivery of items
if delivery is not made when and as specified.Supplier shall be charged for
any direct losses, but not any consequential damages, sustained by City by
reason of such delay or failure, except losses caused by a delay for reasons
beyond Supplier's reasonable control.Direct losses shall include any costs to
City in excess of the Purchase Order price of obtaining items or services from
other sources similar to those terminated or rejected.
shall not substitute items without written approval of the City Purchasing
Agent or designee.
11. All license fees for City's use of patented or
copyrighted items for items furnished under this Purchase Order shall be
included in the Purchase Order price.
12. In cases where a price subject
to escalation has been agreed upon, all claims for such price escalation must
be received by City within sixty (60) days after date of final shipment.The
price escalation shall be shown as a separate item on the invoice.Unless an
escalator clause has been shown as a specific part of this Purchase Order,
Supplier shall not be entitled to reimbursement for costs incurred due to
13. All items or services provided under this Purchase
Order shall comply with the Safety Orders and Regulations of the California
Division of Industrial Safety, Title 8, California Code of Regulations
(CAL/OSHA) and all applicable OSHA regulations as well as all other applicable
sections of the California Code of Regulations.Supplier shall defend,
indemnify and hold harmlessCity, its officials, employees and agents from any
loss, claim, cause of action, liability, cost or expense, including but not
limited to fines, penalties, corrective measures, and attorney’s fees, City may
sustain by reason of Supplier's failure to comply.
14. Supplier shall
keep confidential and not disclose or use in any way confidential business or
technical information that the City may disclose in conjunction with this
Purchase Order or Supplier may learn as a result of entering City property to
deliver items or services or to perform work hereunder.
shall not assign this Purchase Order or any part hereof or any payments due
hereunder or delegate any duties without City's prior written approval.
16. City's remedies herein are cumulative and additional to any other
remedies at law or in equity.The waiver of any breach of this Purchase Order
shall not be deemed a waiver of any other or subsequent breach.City's failure
to object to provisions contained in any communication from Supplier shall not
be deemed an acceptance of such provisions or a waiver of the provisions of
this Purchase Order.
17. This Purchase Order shall not be amended,
modified or rescinded, except by written agreement signed by the parties and
expressly referring to this Purchase Order.
18. Any indebtedness of
Supplier to City may, at the City's option, be credited against amounts owing
by City hereunder.
19. Supplier shall furnish further itemization and
breakdown of the Purchase Order price when requested by City.
Supplier and its subcontractor(s) shall not discriminate against any person in
the performance of this Purchase Order on the basis of race, religion,
national origin, color, age, sex, sexual orientation, AIDS, HIV status,
handicap or disability, and shall comply with applicable federal and state
equal employment opportunity laws, ordinances, rules and regulations.
21. Supplier shall comply with all applicable federal, state and local
laws, rules, regulations and ordinances pertaining to the subject matter
hereof, and shall obtain all necessary licenses and permits related to the
items, work or services.
22. Supplier, its employees, and agents shall
be considered independent contractors and not employees or agents of City.
23. City’s purchases are based on its actual needs and requirements: City
is obligated only to purchase those items and those quantities that City needs
and requires, regardless of any estimated quantities provided to the
24. The issuance of this Purchase Order does not make Supplier
the exclusive supplier of items or services that are the subject of this
THE FOLLOWING ADDITIONAL CONDITIONS APPLY WHEN SUPPLIER
IS TO PERFORM WORK ON THE PREMISES OF CITY:
25. If, during the work,
Supplier allows any indebtedness or lien to accrue for labor, equipment or
materials, which may become a claim against City, Supplier shall immediately
pay such claim or indebtedness or cause such lien to be dissolved and
discharged by giving a bond and, in case of failure to do so, City may withhold
any money due to Supplier until such claim, indebtedness or lien is paid or may
apply such money toward the discharge thereof; or City may, at its option,
cancel this Purchase Order, take possession and control of the work, and
complete the same or cause the same to be completed.Supplier shall pay to City
the difference between the Purchase Order price and the actual cost to City in
completing or causing the work to be completed.
26. Supplier shall
perform the work at Supplier’s own risk until the same is fully completed and
accepted and shall, in case of any accident, destruction or injury to the work
or items before final completion and acceptance, repair or replace the work or
items so injured, damaged or destroyed, at Supplier’s own expense and to the
satisfaction of City.When items are furnished by others for installation or
erection by Supplier, Supplier shall receive, unload, store, and handle same at
site and become responsible therefore, as though such items were being
furnished by Supplier under the Purchase Order.
27. Supplier shall
maintain at its expense, until completion of performance and acceptance by
City, from an insurer admitted (licensed) in the State of California with a
current financial responsibility rating of A (Excellent) or better and a
current financial size category of V (capital surplus and conditional surplus
funds of greater than $10 million) or greater rating as reported by A.M. Best
Company or equivalent, unless waived in writing by City’s Risk Manager, or
Non-admitted in the State of California with a current financial
responsibility rating of A (Excellent) or better and a current financial size
category of VIII (capital surplus and conditional surplus funds of greater
than $100 million) or greater rating as reported by A.M. Best Company or
equivalent, unless waived in writing by City’s Risk Manager the following
a. COMPREHENSIVE GENERAL LIABILITY: naming City, its
officials, employees and agents as additional insured’s for injury to or death
of persons or damage to or loss of property arising from or connected to
Supplier's performance hereunder: $1,000,000 combined single limit for each
occurrence or $2,000,000 general aggregate.
LIABILITY:$500,000 combined single limit per accident for bodily injury and
property damage covering owned, non-owned and hired vehicles.
WORKERS’ COMPENSATION:As required by the California Labor Code.
Self-insurance and self-insured retention must be approved in writing by
City and protect City in the same manner and extent as if the policies had not
contained retention. Each policy must be endorsed to state that coverage shall
not be cancelled by either party or reduced in coverage except after 30 days
prior written notice to City.Supplier shall furnish to City before performance
Certificates of Insurance and original endorsements, with the original
signature of one authorized by the insurer to bind coverage on its behalf.This
insurance shall not be deemed to limit Supplier's liability hereunder.
Supplier shall require that its subcontractors comply with this Section.City
reserves the right to require complete certified copies of policies.If
Supplier fails to furnish said insurance, City may terminate the Purchase
28. Supplier shall comply with the Standard Specifications for
Public Works Construction, latest edition, and provide bonds required by the
29. Supplier shall comply with prevailing wage requirements in
Chapter 2.87 of the Long Beach Municipal Code, e.g. the requirement to pay
prevailing wages to contractors or subcontractors for public work. Public work
includes the construction or repair of any public building, street, sewer or
other property or improvement work done under contract and paid for, in whole
or in part, out of public funds. Prevailing wage determinations are made by
the California Department of Industrial Relations (DIR) for per diem wages and
holiday and overtime work in the locality in which the public work is to be
performed for each craft, classification or type of worker needed to perform
the work under the contract. Copies of the prevailing rate of per diem wages
are on file at the City’s Purchasing Division office, which shall be made
available to any interested party upon request.
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