5-SLCI26028 Attachment 1 City PO terms conditions 1.pdf

Purchase Order

Purchase Order Number

Purchase Order Date

Purchase Order Type

Req. No.

Requested Delivery Date

Payment Terms

Payment Type

Buyer

Phone Number

Email

SALT LAKE CITY PURCHASE ORDER - TERMS AND CONDITIONS

(These terms and conditions are found on the back side of all Salt Lake City Purchase Orders)

This purchase order constitutes an offer to purchase and not an acceptance of any offer to sell. This offer for goods and/or services may be accepted only in accordance with all terms and conditions of this order without modification, addition, deletion or alteration.

1. Acceptance: In absence of written acceptance or the written confirmation by Vendor, the commencement of any work pursuant to this order or the delivery of any goods and/or performance of services described herein shall be deemed an acceptance hereof by Vendor.

2. Identification: All shipping containers, shipped documents and invoices must be labeled with the Purchase Order number, job name and "Shipped to" information without exception.

Every shipment must be accompanied by a legible packing list or tally containing complete information.

3. Taxes: Federal Excise and other taxes on which exemption is allowed government agencies must not be included or added to the price of any item on this order unless otherwise authorized on the face of this Purchase Order. Necessary exemption certificates will be supplied upon request if more than what is contained on the face of the Purchase Order is needed. Any taxes later found to have been included and paid by City shall be refunded by Vendor in the amount of the tax so paid.

4. Prices: If prices decline before City’s receipt of shipment, the revised prices shall govern.

Otherwise, invoices shall be approved for payment only at the prices set forth in this Purchase Order or, if applicable, at any revised prices agreed to by the parties in an executed Change Order.

5. Production and Manufacturing Processes: Any knowledge or information which Vendor may disclose to City in connection with this transaction, shall not, unless otherwise specifically agreed to in writing by City, be deemed confidential or proprietary information and shall be acquired free of any such restrictions (other than a claim for City's infringement of Vendor's patents, copyrights, trademarks, or other intellectual property rights) as part of the consideration for this order.

6. Drawing Approval: Items requiring City's approval of drawings shall not be shipped or invoiced without such approval. Any expense incurred by City through Vendor's failure to comply, with this paragraph, shall be charged to Vendor's account.

7. Packing and Freight:

A. No charge will be allowed for packing and freight unless agreed upon in writing, prior to acceptance of the order.

B. Materials must be packed in conformity with tariff or classification requirements so as to secure the lowest possible freight rates.

C. City shall receive the benefit of any decrease in freight rates between the time of quotation and the date of shipment in all cases where freight is part of the quoted price.

D. Vendor shall not make partial shipments or deviate from the shipping and routing instructions hereon without prior authorization from the City, and Vendor agrees to reimburse City for any additional expenses incurred from Vendor's breach of these terms and conditions.

8. Delivery: Delivery shall not be made to any place other than the destination specified without City's prior written approval. If delivery cannot be made within the time specified, advise the Purchasing Division immediately, by calling (801) 535-7661.

9. Payment:

A. Payment terms shall be Net 30 days unless other discount terms are offered by Vendor, or otherwise prior negotiated terms have been accepted by City.

B. No C.O.D. shipments will be accepted.

10. Rejections/Reimbursements: If, within a reasonable time after delivery, City finds goods ordered hereunder to be defective in workmanship or material, or otherwise not in conformity with this Purchase Order, City may, in addition to its other rights, reject and return such goods at Vendor's expense and such goods may not be replaced by Vendor without written authorization from City.

11. Time of Essence: Time is the essence of this Purchase Order, and if Vendor shall fail to deliver the materials or services at the time specified herein, City upon written notice to the Vendor, mailed to the address on this order, will have the right to procure materials or services elsewhere and the Vendor hereby agrees to pay any additional charge, cost or penalty that City may incur thereby. Because time is the essence of this Purchase Order, City also reserves the right to cancel this order without penalty if shipments are not made as specified herein. City further reserves the right to cancel a portion or all of this order for any reason and upon such cancellation shall pay Vendor's reasonable costs incurred.

12. Indemnity: The following indemnification requirements apply to this Purchase Order:

A. Vendor shall indemnify, save harmless, and defend City, its officers and employees, from and against all losses, claims, demands, actions, damages, costs, charges, and causes of action of every kind or character, including attorney's fees, arising out of Vendor's intentional, reckless, or negligent performance hereunder. Vendor’s duty to defend City shall exist regardless of whether City or Vendor may ultimately be found to be liable for anyone’s negligence or other conduct. If City's tender of defense, based upon this indemnity provision, is rejected by Vendor, and Vendor is later found by a court of competent jurisdiction to have been required to indemnify City, then in addition to any other remedies City may have, Vendor shall pay City's reasonable costs, expenses, and attorney's fees incurred in proving such indemnification, defending itself, or enforcing this provision. Nothing herein shall be construed to require Vendor to indemnify the indemnitee against the indemnitee's own negligence. The provisions of this section 12 shall survive the termination of this Purchase Order.

B. City assumes no responsibility for any damage or loss that may occur to Vendor's property, except the obligation City assumes that it will not willfully or intentionally damage the property of Vendor. City has no responsibility for any equipment maintenance, or for Vendor's employees. Nothing in this Purchase Order shall be construed to create a partnership, joint venture, or employment relationship.

C. Vendor’s acts and omissions, for purposes of subsections A and B, above, shall include, without limitation, any violation of federal, state, or local environmental laws or requirements by Vendor or Vendor’s officers, directors, agents, subcontractors or suppliers of any tier, and Vendor’s indemnification, hold harmless and defense obligation shall include, but not be limited to, all cleanup and remedial costs, diminution in the value of City property, fines, judgments, actions, penalties, administrative proceedings, demands, damages, mitigation, as a result of Vendor's acts or omissions pursuant to this Purchase Order, and reasonable legal fees and costs incurred by City in connection with any such violation or the enforcement of this provision.

13. Warranty: For a minimum of one (1) year after delivery to City, Vendor warrants that the goods furnished hereunder shall conform to the requirements and specifications of this order and shall be of good workmanship and quality, free of all defects and fit for the purpose for which they are intended. Disclaimers of express or implied warranties and limitations of liability from or in connection with Seller's products ordered hereby will be of no effect unless assented to in writing by City.

14. Assignment: Except for an assignment or subcontract to an affiliated company or a company that, through merger or acquisition, acquires all the assets and duties of Vendor, Vendor cannot assign or subcontract any part of this Purchase Order without prior written consent of City.

15. Non-Waiver: City's failure to insist upon strict performance of the terms and conditions hereof shall not be construed as a waiver of the right to rely on such Terms and Conditions in the future.

16. Entire Agreement: This Purchase Order, with the request for bid or quotation, if any, and any written Change Orders, expresses the entire agreement between City and the Vendor to rely thereon in the future.

17. Terms of Agreement: The terms of this Purchase Order shall be construed in accordance with the laws of the state of Utah and enforced only in the federal or state courts located in Salt Lake City, Utah.

18. For ADA Accommodations: Please allow 48 hours-notice, TDD phone (801) 535-6021, FAX (801) 535-6190.

19. Licenses and Permits: Vendor shall possess and keep in force all licenses and permits required to perform the services of this Purchase Order.

20. Damage: Vendor shall assume full responsibility for damage to City property caused by Vendor's employees or equipment as determined by designated City personnel.

21. Safety: Vendor shall be solely responsible for the safety of Vendor's employees and others relative to Vendor's work, work procedures, material, equipment, transportation, signage, and related activities and equipment

22. REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY OFFICERS

3 / Salt Lake City Corporation

Purchase Order

Purchase Order Number

Purchase Order Date

Purchase Order Type

Req. No.

Requested Delivery Date

Payment Terms

Payment Type

Buyer

Phone Number

Email

AND EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES: Vendor represents that it has not: (1) provided an illegal gift or payoff to a city officer or employee or former city officer or employee, or his or her relative or business entity; (2) retained any person to solicit or secure this Purchase Order upon an agreement or understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (3) knowingly breached any of the ethical standards set forth in the city's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (4) knowingly influenced, and hereby promises that it will not knowingly influence, a city officer or employee or former city officer or employee to breach any of the ethical standards set forth in the

23. Goods To Be New: Unless otherwise specifically stated all goods provided pursuant to this Purchase Order shall be new.

24. Entire Agreement: This Purchase Order embodies the entire agreement between the parties and the terms of this Purchase Order shall supersede and prevail over any additional or conflicting terms or provisions that may be set forth or printed on Vendor's work plans, cost estimate forms, receiving tickets, invoices, or any other standard forms or documents of Vendor that may subsequently be used to implement, record, or invoice services hereunder from time to time, even if such standard forms or documents have been signed or initialed by a representative of City.