City of Parkland Purchase Order Terms and Conditions - 2025.docx

Purchase Order Terms & Conditions The following terms, conditions and instructions apply to all City of Parkland (the "City") Purchase Orders. The fulfillment of a Purchase Order means that the Vendor understands and agrees with City’s “Purchase Order Terms & Conditions.”

TERMS AND CONDITIONS, OBLIGATIONS, RIGHTS AND REMEDIES

ACCEPTANCE: This Purchase Order is City’s offer to purchase the goods and/or services described on the Purchase Order from the Vendor. Vendor’s written acceptance or commencement of work or shipment or delivery of an item or service call shall constitute acceptance by the Vendor of the Purchase Order, its terms and conditions and applicable law.

ALLOCATION OF RISK: This risk for any damage to or destruction of the goods shall be borne by the Vendor at all times until delivery to the City, which shall be the point at which the City actually receives and accepts the goods for use.

ALTERATIONS OR AMENDMENTS: Alterations, amendments, changes, modifications or additions to the Purchase Order, including any terms and conditions therein, shall not be binding without the prior written approval of City.

APPROPRIATION: In the event funds are not appropriated by City for the goods or services in any fiscal year or insufficient funds exist to purchase the goods or services, then the Purchase Order shall expire upon the expenditure of previously appropriated funds or the end of the current fiscal year, whichever occurs first, with no further obligations owed to or by either party.

ASSIGNMENTS: Vendor shall not assign this Purchase Order, its obligations, or rights hereunder to any party, company, partnership, incorporation or person without the prior written specific consent of City.

AUDIT RIGHT AND RETENTION OF RECORDS: City shall have the right to audit the books, records, and accounts of the Vendor and its subcontractors that are related to this Purchase Order. Vendor and its subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to this Purchase Order. All books, records, and accounts of Vendor and its subcontractors shall be kept in written form, or in a form capable of conversion into writing form within a reasonable time, and upon request to do so, Vendor or is subcontractors, as applicable, shall make same available at no cost to City in written form.

The Vendor shall comply with public records laws, as set forth in Chapter 119, Florida Statutes; and shall:

1. Keep and maintain public records required by the City to perform the service.

2. Upon request from the City’s custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law.

3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Vendor does not transfer the records to the City.

4. Upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Vendor or keep and maintain public records required by the City to perform the service. If the Vendor transfers all public records to the City upon completion of the contract, the Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Vendor keeps and maintains public records upon completion of the contract, the Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City’s custodian of public records, in a format that is compatible with the information technology systems of the City.

5. REQUEST FOR RECORDS; NONCOMPLIANCE.—

(a) A request to inspect or copy public records relating to a City’s contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Vendor of the request, and the Vendor must provide the records to the City or allow the records to be inspected or copied within a reasonable time.

(b) If a Vendor does not comply with the City’s request for records, the City shall enforce the contract provisions in accordance with the contract.

(c) A Vendor who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10.

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 CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (954-757-4132 or cityclerk@cityofparkland.org).

BACKGROUND CHECKS:

A) As per City Ordinance Sec. 2-142.5. – Any vendor, contractor, subcontractor, consultant or sub-consultant shall be required to undergo a criminal background check, at their own expense, prior to performing work in or on City property, or performing work or services in close proximity to facilities with minors, the elderly or persons with special needs or where the services are of a nature that would reasonable warrant background checks..

B) All criminal background checks must be conducted prior to any covered individual’s initial access to City’s property and, depending on the contract’s term, on an annual basis thereafter. The contractor or consultant shall be required to submit an affidavit on the form included in the bid system, certifying that background checks have been completed for all employees as set forth in Section 2-142.5(a) and certify that no employee who has been convicted or who has entered a plea of nolo contendere for any crime set forth within subsection (a) of the code shall perform work on City property as referenced above.

CHILD LABOR: Vendor agrees and represents that no products will be provided under the Purchase Order, which have been manufactured or assembled by child labor.

COMPLIANCE WITH ALL LAWS: Vendor is assumed to be familiar with and agrees to observe and comply with all federal, state, and local laws, statutes, ordinances, and regulations in any manner affecting the provision of goods and/or services, and all instructions and prohibitive orders issued regarding the work and shall obtain all necessary permits.

CONFIDENTIALITY OF DATA, PROPERTY RIGHTS IN PRODUCTS, AND COPYRIGHT PROHIBITION: The Vendor agrees that all information, data, findings, recommendations, bids, et cetera by whatever name described and in whatever form secured, developed, written, or produced by the Vendor in furtherance of this Purchase Order (“Materials”) shall be the property of City. The Vendor shall take such action as is necessary under law to preserve such property rights of City while such property is within the control and/or custody of the Vendor. By accepting this Purchase Order, the Vendor specifically waives and releases to City any cognizable property right of the Vendor to copyright, license, patent or otherwise use such Works. Vendor warrants that in transmitting Materials, or any other information, to City or City’s consultants, Vendor is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use by the City.

The Vendor understands and agrees that data, materials, and information disclosed to Vendor may contain confidential and protected data. Therefore, the Vendor promises and assures that data, material, and information gathered, based upon or disclosed to the Vendor for the purpose of this Purchase Order, will not be disclosed to others or discussed with other parties without the prior written consent of the City.

DEFAULT: If Vendor fails to perform or comply with any provision of the Purchase Order or the terms or conditions of any documents referenced and made a part hereof, City may terminate the Purchase Order/contract, in whole or in part, and may consider such failure or noncompliance a breach of contract. City expressly retains all its rights and remedies provided by law in case of such breach, and no action by City shall constitute a waiver of any such rights or remedies. In the event of termination for default, City reserves the right to purchase its requirements elsewhere, with or without competitive bidding, and vendor agrees to pay any difference in costs above the costs provided for in the Purchase Order.

DEFINITION OF PURCHASE ORDER: City issues Purchase Orders as permission for the Vendor to ship goods or perform services as indicated on the Purchase Order and according to the terms and conditions of the Invitation to Bid, Bid Response and attachments thereto (if applicable), Bid Award, and the City Procurement Code. The terms and conditions of the applicable Invitation to Bid, Bid Response, Bid Award, and the City Procurement Code are incorporated herein and made a part hereof by reference. Vendor’s provision of goods and services pursuant to this Purchase Order is evidence of its agreement with these terms and conditions and Vendor shall conform to same.

DELIVERY: Delivery of all goods shall be FOB to final destination, paid by the shipper, unless otherwise set forth on the Purchase Order. If complete deliveries are not made at the time agreed, City reserves the right to cancel the Purchase Order and/or hold the Vendor accountable. If the delivery dates cannot be met, the Vendor agrees to notify the Purchasing Department, in writing, of the earliest suggested delivery date. City will then decide whether the proposed delivery date is acceptable. Vendor is hereby advised that the City may become liable to others if the Vendor fails to deliver goods and services of the quality and quantity specified herein, at the times specified herein. In addition to its other remedies for Vendor’s failure to make sufficient progress in the work to endanger timely delivery, the City may require the Vendor ship the goods by any means of transportation the City specifies and any additional costs for such transportation services shall be paid by the Vendor. In addition to its other remedies for Vendor’s failure to deliver on time, the City may refuse to accept and pay for any late delivery of any goods or services. Vendor shall bear the risk of loss or damage for all goods until actual receipt and acceptance thereof by the City. Goods shall be delivered free of all liens of third parties. Vendor waives all rights in rem or liens in any property arising from its performance under this order.

DRUG FREE WORKPLACE (DFW): In accordance with Florida Statute 287.087, whenever two (2) or more proposals which are equal with respect to price, quality, and service are received by the City for the procurement of commodities or contractual services, a proposal received from a business that completes the attached DFW form certifying that it is a DFW shall be given preference in the award process.

EMPLOYMENT VERIFICATION (E-VERIFY):

The Vendor shall comply with Section 448.095, Fla. Stat., "Employment Eligibility," including registration and use of the E-Verify system to verify the work authorization status of employees. Failure to comply with Section 448.095, Fla. Stat. shall result in termination of this Purchase Order. Any challenge to termination under this provision must be filed in the Circuit Court no later than 20 calendar days after the date of termination. If this Purchase Order is terminated for a violation of the statute by the Vendor, the Vendor may not be awarded a public contract for a period of one (1) year after the date of termination. All cost(s) incurred to initiate and sustain the aforementioned program shall be the responsibility of the Vendor. Failure to meet this requirement may result in termination of this Purchase Order by the City.

FORCE MAJEURE: If either party is prevented from performing its obligations hereunder as a result of government regulations, fires, strikes, or other causes beyond the control of such party, the obligation to so perform shall be suspended for a reasonable time during which such condition continues to exist. If an actual or potential labor dispute delays or threatens to delay vendor’s timely performance, vendor shall immediately notify City in writing.

GOVERNING LAW: The Purchase Order shall be governed by the laws of the State of Florida and all applicable federal laws and regulations. All obligations of the parties are performable in Broward County, Florida. The appropriate state court located in Broward County, Florida, shall have exclusive and concurrent jurisdiction of any disputes that arise hereunder.

INCORPORATION: All specifications, drawings, technical information, invitation to bid, bid, award and similar items referred to or attached or which are the basis for the Purchase Order are deemed incorporated by reference as if set out fully herein.

INDEMNIFICATION/HOLD HARMLESS: Vendor shall indemnify, defend, save and hold harmless CITY, its officers, agents and employees from all suits, claims, actions or damages of any nature, including any attorney's fees, paralegal expenses, and court costs incurred at either the trial or appellate levels brought because of, arising out of, or due to breach of the Purchase Order terms by Vendor, its subcontractors, suppliers, agents, or employees or due to any negligent act or occurrence or any omission or commission of Vendor, its subcontractors, suppliers, agents or employees. NOTHING IN THIS PURCHASE ORDER SHALL BE DEEMED TO WAIVE THE CITY’S SOVEREIGN IMMUNITY.

INSURANCE: Unless the City specifies otherwise in writing, Vendor shall procure and maintain liability insurance with contractual liability coverage with minimum limits of $100,000/$300,000/$500,000 to be effective during period of warranty with such higher limits as City shall reasonably request of Vendor. Vendor shall on or before delivery of goods or services purchased hereunder, furnish the City with a Certificate of Insurance evidencing the foregoing coverages and limits.

INDEPENDENT CONTRACTOR: Vendor acknowledges and agrees that it and its employees serve as independent contractors. Services provided by Vendor shall be by employees or sub-consultants of Vendor and subject to supervision by Vendor, and not as officers, employees or agents of the City. Personnel policies, tax responsibilities, social security, health insurance, employee benefits, travel, per diem policy, and purchasing policies shall be the sole responsibility of Vendor. Vendor shall have no rights under the City's worker's compensation, employment, insurance benefits or similar laws or benefits.

INSPECTION AND ACCEPTANCE: Final inspection of any goods or services delivered or performed hereunder shall be made at final destination, the receiving department. City reserves the right to reject any or all items not in conformance with applicable specifications, and Vendor assumes the costs associated with such nonconformance. Acceptance of goods does not constitute a waiver of latent or hidden defects or defects not readily detectable by a reasonable person under the circumstances. City reserves the right to inspect the goods at a reasonable time subsequent to deliver.

INVOICING: Vendors are required to submit invoices within 90 days of the date the goods or services were delivered to City. Failure to timely submit invoices may further delay payment to the Vendor.

MATERIAL SAFETY DATA SHEETS: The Vendor must supply proper Material Safety Data Sheets in compliance with OSHA’s Hazard Communications Standard to CITY at the time of purchase.

NON-COLLUSIVE AFFIDAVIT: Proposer certifies that the proposal is made without prior understanding, agreement, or connection with any corporation, firm or person submitting a Proposal for the same materials, services supplies, or equipment and is in all respects fair and without collusion or fraud. Each Proposer shall complete the Non-Collusive Affidavit Form and shall submit the form with the Proposal. The City considers the failure of the Proposer to submit this document to be a major irregularity and may be cause for rejection of the Proposal.

NON-COERCION AFFIDAVIT FOR LABOR OR SERVICE: Prior to the award of the QR/ITB/RFP, and prior to the execution of an agreement by the City, the selected Vendor/Firm shall be required to execute the attached “Affidavit” Attesting to Non-coercive Conduct for Labor or Services in accordance with Section 787.06(13), Florida Statutes, as amended from time to time. Failure of the Vendor to submit the Affidavit shall disqualify the Vendor and the City reserves the right to go to the next qualified Vendor.

NON-DISCRIMINATION AND NON-CONFLICT STATEMENT: Vendor agrees that no person, on the grounds of handicap, age, race, color, religion, sex or national origin, shall be excluded from participation in, or be denied benefits of, or be otherwise subjected to discrimination in the performance of this Purchase Order, or in the employment practices of Vendor. Vendor shall upon request show proof of such non-discrimination, and shall post in conspicuous places available to all employees and applicants notices of non-discrimination. Vendor covenants that it complies with the Fair Wage and Hour Laws, the National labor Relations Act, and other federal and state employment laws as applicable. Vendor covenants that it does not engage in any illegal employment practices. Vendor covenants that it has no public or private interest, and shall not acquire directly or indirectly any interest that would conflict in any manner with the Vendor’s faithful provision of goods to the City or performance of services for the City.

NON-WAIVER OF RIGHTS: No failure of either party to exercise any power given to it hereunder or to insist upon strict compliance by the other party with its obligations hereunder, and no custom or practice of the parties at variance with the terms hereof, nor any payment under this Purchase Order shall constitute a waiver of either party’s right to demand exact compliance with the terms hereof.

OFFICIALS NOT TO BENEFIT: Employees or officials of City shall not be permitted to any share or part of the Purchase Order or any benefit that may arise therefrom. Vendor agrees not to provide any gratuity in any form, including entertainment, gifts, or otherwise, to any employee, buyer, agent, or representative of City, with a view to securing a contract, or securing favorable treatment with respect to the award or amendment, or the making of any determination with respect to the performance of any contract.

NON-COERCION AFFIDAVIT FOR LABOR OR SERVICES: Prior to the award of the QR/ITB/RFP, and prior to the execution of an agreement by the City, the selected Vendor/Firm shall be required to execute the attached “Affidavit” Attesting to Noncoercive Conduct for Labor or Services in accordance with Section 787.06(13), Florida Statutes, as amended from time to time. Failure of the Vendor to submit the Affidavit shall disqualify the Vendor and the City reserves the right to go to the next qualified Vendor.

ORDER OF PRECEDENCE: In the event of inconsistent or conflicting provision of the Purchase Order and referenced documents, the following descending order of precedence shall prevail: (1) Item Description, (2) Invitation to Bid, (3) Bid, (4) Bid Award, (5) Special Terms and Conditions, (6) General Terms and Conditions, (7) Specifications, (8) Drawings.

PACKING LISTS: An itemized packing list, bearing the Purchase Order number shall be attached to the outside of every shipping container.

PATENTS AND COPYRIGHTS: If an article sold and delivered to City hereunder shall be protected by any applicable patent or copyright, the Vendor agrees to indemnify and save harmless City, from and against any all suits, claims, judgments and costs instituted or recovered against it by any person whomever on account of the use or sale of such articles by City in violation or right under such patent or copyright.

PAYMENTS: Payments shall be made by CITY upon satisfactory delivery and acceptance of all items or service, and submission of a proper invoice(s) bearing the purchase description, delivery date, and/or contract number. Each Purchase Order shall be covered by separate invoice(s). Invoices are to be mailed to the address indicated on the Purchase Order.

REMEDIES: City shall have all rights and remedies afforded under the U.C.C., Florida law, and all other applicable laws, in contract and in tort, including but not limited to rejection of goods, rescission, right of act-off, refund, incidental, consequential and compensatory damages and reasonable attorney’s fees.

REPAIRS: At option of the City and upon notice to the Vendor, defective items may be repaired by the City or returned to the Vendor for repair, in either case, at Vendor’s risk and expense. Items that are rejected and returned are not to be replaced without the prior written permission of the City. In the event that return of the item(s) to Vendor is not practical, Vendor will at the City’s request make repairs at the City’s specified location.

RIGHT TO INSPECT: City reserves the right to make periodic inspection of the manner and means the service is performed or the goods are supplied.

SCRUTINIZED COMPANIES: A) Pursuant to Section 287.135, Vendor is ineligible to enter into, or renew, this Purchase Order if Vendor is on the Scrutinized Companies that Boycott Israel List (as identified in Section 215.4725, Florida Statutes), or is engaged in a boycott of Israel. B) By entering into this Purchase Order, Vendor certifies that Vendor is not on the Scrutinized Companies that Boycott Israel List, and that Vendor is not engaged in a boycott of Israel. C) Vendor shall notify the City if, at any time during the term of this contract, Vendor is placed on the Scrutinized Companies that Boycott Israel List, or that Vendor is engaged in a boycott of Israel. Such notification shall be in writing and provided by Vendor to the City within ten (10) days of the date of such occurrence. D) In the event the City determines, using credible information available to the public, that Vendor has submitted a false certification or Vendor is found to have been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel, the City may, in its sole discretion, terminate this Purchase Order and seek a civil penalty, and other damages and relief, against Vendor, pursuant to Section 287.135, Florida Statutes. In addition, the City may pursue any and all other legal remedies against the Vendor. E) Vendor shall not seek damages, fees, or costs against the City in the event the City terminates the Purchase Order pursuant to this provision.

SEVERABILITY: If any provision of the Purchase Order is declared illegal, void or unenforceable, the remaining provisions shall not be affected but shall remain in force and in effect.

SUB-CONTRACTING: Vendor shall not sub-contract the Purchase Order to any other vendor without the expressed written consent of City.

TAXES: All prices included in the Purchase Order are exclusive of any Federal, State or local taxes. City is exempt from sales tax and federal excise taxes.

TERMINATION: City may terminate this Purchase Order, in part or in whole, for its convenience or the failure of the Vendor to fulfill contractual obligations. City shall terminate by delivering to the Vendor a written Notice of Termination specifying the nature, extent and effective date of the termination. Upon receipt of the notice, the Vendor shall:

If the termination is for the convenience of City, City shall only be liable for payment for services rendered before the effective date of the termination.

If the termination is due to the failure of the vendor to fulfill its obligations under the Purchase Order, City may:

VARIATION IN QUANTITY: Variation in the quantity of any item called for by the Purchase Order shall not be allowed, unless such variation is caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, set forth herein.

WARRANTY: Vendor warrants to City that all items delivered and all services rendered shall conform to the specifications, drawings, bid and/or other applicable descriptions furnished and/or incorporated by reference, and will be fit for the particular purpose purchased, of merchandisable quality, good workmanship, and free from defects. Vendor extends to City all warranties allowed under the U.C.C.

Vendor shall provide copies of warranties to City with invoice. Return of merchandise not meeting warranties shall be at vendor’s expense.

Revised May 2021

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