City of Boca Raton Purchase Order Terms & Conditions

THE ORDER IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS, WHICH MAY NOT BE CHANGED EXCEPT AS EXPRESSLY AGREED IN WRITING.

EFFECTIVE DATE: The effective date of this Purchase Order shall be the date executed by the City Manager, or his/her designee, and shall thereafter run for the term stated on the Purchase Order, with options to renew as further stated on the Purchase Order, subject to termination as provided herein.

SHIPPING AND BILLING INSTRUCTIONS: Unless otherwise specified on the face of the Purchase Order, all deliveries are for inside delivery and are to be made during the hours of 8:00 a.m. – 12:00 p.m. or 1:00 p.m. – 4:00 p.m., Monday through Friday, excluding holidays.

Seller shall notify City of deliveries requiring special handling and/or assistance for off-loading (no less than five (5) business days prior to the delivery). Failure to notify City concerning this type of delivery will result in Seller being obligated to reimburse the City for any resulting redelivery, storage, or handling charges.

Transportation charges on all shipments must be fully prepaid by Seller. If the Purchase Order authorizes the addition of freight charges to the invoice, Seller must attach a copy of the prepaid freight bill when rendering the invoice. C.O.D. shipments will not be accepted.

If the Purchase Order authorizes the addition of freight charges to the invoice, Seller shall make complete shipments in accordance with the Purchase Order schedule. Any increase in freight cost resulting from unauthorized split shipments will be borne by Seller.

All Shipments must be accompanied by a packing list containing: the Seller’s packing list number and/or the City’s Purchase Order Number and an itemized description of items shipped.

When multiple shipments are required to complete an order, the final shipment must be so indicated on the Seller’s packing list and invoice.

Seller shall render separate invoices for each Purchase Order and each delivery. All invoices, in addition to containing the Purchase Order Number, should refer to the Seller’s packing list number.

Invoices shall specify any discounts. The payment period shall be calculated from the date the goods/services are received and accepted.

The City is exempt from federal excise tax, transportation tax and state sales tax. A tax exemption certificate will be signed by a City representative upon request.

Invoice(s) will not be paid until all item(s) on the Purchase Order are received in full unless prior approval for partial payment has been made and is indicated on the face of the Purchase Order.

CONDITIONS

ACCEPTANCE: This order is for the purchase of goods and/or services as described on the Purchase Order. The Seller’s acknowledgement of the Purchase Order and provision of the goods/services to the City shall constitute Seller’s acceptance of such order, including all of the terms and conditions herein, unless there is a signed agreement between the City and the Seller providing otherwise.

PRICE: Unless otherwise specified, prices shall be F.O.B. delivery point, shall be invoiced as specified herein, and shall include all customs duties and applicable taxes (if any). Payment will be made only in accordance with the Purchase Order.

QUANTITY: The specific quantity ordered must be delivered in full and not be changed without the City’s prior express written consent. Any unauthorized quantity or item received is subject to the City’s rejection and will be returned at Seller’s expense.

PACKING: Seller will pay all charges for containers, crating, boxing, bundling or dunnage, unless there is a signed agreement between the City and the Seller providing otherwise. Seller agrees to assume and pay all extra expense accruing because of improper packing or handling.

DELIVERY: Time is of the essence with respect to the Purchase Order. Seller is hereby advised that the City may become liable to others, if Seller fails to deliver goods and services of the quality, quantity, and time specified on the Purchase Order or in the agreement. In addition to its other remedies for Seller’s failure to make timely delivery, the City may require Seller ship goods by any means of transportation the City specifies and Seller shall pay any additional costs for such transportation services. In addition to its other remedies for Seller’s failure to deliver on time, the City may refuse delivery and/or to pay the delivery charge for any late delivery of any goods or services. Seller 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. Seller waives all rights in rem or liens in any property arising from its performance under the Purchase Order.

NOTICES: In order for a notice to a party to be effective under the Purchase Order, notice must be sent via U.S. certified mail, overnight delivery, or hand delivery to the addresses listed on the Purchase Order and shall be effective upon mailing if sent by certified mail or overnight delivery and effective upon receipt if hand delivered. The addresses for notice shall remain as set forth herein unless and until changed by providing notice of such change in accordance with the provisions of this Section.

ASSIGNMENT: Seller shall not delegate, sublet or subcontract any duties nor assign any rights or claims under the Purchase Order without the prior express written consent of the City. Failure to comply with provisions in this paragraph shall affect, at the option of the City, a cancellation of the City’s obligation under the Purchase Order.

TERMINATION: (a) The City may terminate this order, in whole or in part without liability to the City, if deliveries are not made at the time and in the quantities specified or in the event of a breach or failure of any of the other terms or conditions hereof. (b) The City may terminate the Purchase Order in whole or in part, at any time for its convenience, by notice to Seller in writing. Any claim for additional amounts owed by the City must be submitted to the City within sixty (60) calendar days after the effective date of the termination and if not timely submitted thereafter shall be deemed waived by Seller. (c) Any termination by the City, whether for default or otherwise, shall be without prejudice to any claims for damages or other rights of the City against Seller. (d) The City shall have the right to audit all elements of all claims submitted by Seller pursuant to sub-paragraph (b) herein, and Seller shall make available to the City on request all books, records, and papers relating thereto.

POLITICAL CAMPAIGNS: During the term of the Purchase Order, Seller or any employee or associate, shall not be involved in any political campaign for City elective office nor make any financial contribution to any such campaign.

COMPLIANCE WITH LAWS: Seller guarantees to the City that the purchased goods/services comply with all federal, state, and local laws, and all rules, regulations, declarations, interpretations, and orders issued thereunder.

GOVERNING LAW: The Purchase Order shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Purchase Order will be held in Palm Beach County. BY ACCEPTANCE OF THE PURCHASE ORDER, SELLER AND THE CITY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THE PURCHASE ORDER.

PATENTS: Seller warrants that the use or sale of any goods supplied hereunder will not infringe any patents, United States or Foreign. Seller agrees to defend, indemnify, protect, and save harmless the City, its successors, assigns, customers, and users of its products against all suits at law or in equity and from all damages, expenses, claims, and demands for actual or alleged infringement of any patent by reason of the sale or use of the goods supplied hereunder or any part thereof.

WARRANTY: (a) The Seller warrants that the purchased goods/services shall be merchantable within the meaning of Articles 2-314 (2) of the Uniform Commercial Code as provided by Florida Law and in effect on the date of this orders. The Seller further warrants all material, equipment and services furnished hereunder will conform to specifications, drawings, samples, or other description furnished or approved by the City; will be fit and sufficient for the purposes intended; will perform as specified herein; will be free from defects and merchantable. This warranty will run to the City, its successors, and assigns, and to the City’s customers and users of the City’s products. Seller shall be liable to the City for all damages and expenses resulting from Seller’s failure to make timely delivery of goods and services of the quantity and quality specified, whether or not the City rejects such goods and services, in whole or in part, or terminates the Purchase Order. (b) In addition to the warranties and conditions listed above, all orders by the City for electrical equipment are subject to the following conditions to which Seller hereby warrants and agrees: (1) Such equipment shall be UL listed as suitable for use in a commercial application. (2) Such equipment shall be provided with three prong, heavy duty power cords. (3) Suitable operator or user manuals are to accompany all units when delivered. Said manuals shall include: (A) Illustrations which show locations of controls. (B) Explanations of the function of each control. (C) Step-by-Step procedure for proper use of appliance. (D) Safety precautions (or considerations) in application and in servicing. (4) Seller shall provide operator training and instructions by demonstration on the equipment supplied. (5) Seller shall provide preventative maintenance and repair instruction to City employees. (6) Seller shall provide repair parts, lists, ordering instructions and information as to sources of supply for such repair parts. (7) All equipment nameplates, warning signs, condensers, operating instructions, labels, etc. are to be legible and remain so for the expected life of the equipment under normal expected use. Labeling shall be clear and concise and free of misinterpretation.

ALLOCATION RISK: The risk for any damage to or destruction of the goods shall be borne by the Seller at all times until delivery to the control of the City, which shall be the point at which the City actually receives the goods for use and has accepted such.

INDEMNIFICATION: Seller shall defend, indemnify and hold harmless the City, its officers, and employees from liabilities, damages, losses and costs, including, but not limited to reasonable attorney’s fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Seller and persons employed or utilized by Seller in the performance of the Purchase Order.

Any costs and expenses, including attorney’s fees, appellate, bankruptcy or defense counsel fees incurred by the City to enforce this Indemnification Clause shall be borne by the Seller. This Indemnification Clause shall continue indefinitely and survive the cancellation, termination, expiration, lapse or suspension of the Purchase Order.

INSURANCE: The Seller shall provide the insurance required by the City as set out in the Purchase Order. Upon request of the City, the Seller will furnish a Certificate of Insurance showing coverage satisfactory to the City.

INSPECTION OF GOODS: The City shall have the right to inspect all goods before accepting delivery or making payment therefore. If rejected, the goods will be returned at Seller’s risk, and all handling and transportation expenses, both ways, will be borne by and assumed by Seller. When material has been rejected by City and returned for replacement, it is essential that Seller receives new shipping instructions from City before making the replacement. Inspection and approval for acceptance shall be made by the appropriate User Department. The expense of inspection shall be borne by the City except as to goods which are properly rejected as non-conforming. Inspection shall be made within fourteen (14) calendar days of the delivery of goods.

REPAIRS: Defective items, at the option of the City and upon notice to Seller, will be repaired by the City or returned to Seller for repair, in either case, at Seller’s risk and expense. Rejected and returned items are not to be replaced without the prior written permission of the City. In the event that return of goods to Seller is not practical, Seller will, at the City’s request, make repairs at the City’s property.

PUBLIC ENTITY CRIMES: By its execution of the Purchase Order, Seller acknowledges that it has been informed by City of, and is in compliance with, the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows:

"A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list."

DISCRIMINATORY VENDOR LIST: Pursuant to Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. By execution and/or acceptance of the Purchase Order, Seller represents and warrants that it has not been placed on the discriminatory vendor list as provided in Section 287.134, Florida Statutes.

SCRUTINIZED COMPANIES:

For Purchase Orders Under a Million Dollars: (a) Pursuant to Section 287.135, Seller is ineligible to enter into, or renew, the Purchase Order if Seller 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 the Purchase Order, Seller certifies that Seller is not on the Scrutinized Companies that Boycott Israel List, and that Seller is not engaged in a boycott of Israel. (c) Seller shall notify the City if, at any time during the term of the Purchase Order, Seller is placed on the Scrutinized Companies that Boycott Israel List, or that Seller is engaged in a boycott of Israel. Such notification shall be in writing and provided by Seller to the City within ten (10) business days of the date of such occurrence. (d) In the event the City determines, using credible information available to the public, that Seller has submitted a false certification or Seller 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 the Purchase Order and seek a civil penalty, and other damages and relief, against Seller, pursuant to Section 287.135, Florida Statutes. In addition, the City may pursue any and all other legal remedies against Seller. (e)Seller shall not seek damages, fees, or costs against the City in the event the City terminates the Purchase Order pursuant to this provision.

For Purchase Orders Over a Million Dollars: (a) Pursuant to Section 287.135, Seller is ineligible to enter into, or renew, this Agreement if: Seller is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with activities in the Iran Petroleum Energy Sector List (as identified in Section 215.473, Florida Statutes); Seller engages in business operations in Cuba or Syria; or Seller is on the Scrutinized Companies that Boycott Israel List (as identified in Section 215.4725, Florida Statutes), or Seller is engaged in a boycott of Israel. (b) By entering into the Purchase Order, Seller certifies that the Seller is not on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List, and that Seller is not engaged in a boycott of Israel. (c) Seller shall notify the City if, at any time during the term of the Purchase Order, Seller is placed on the Scrutinized Companies that Boycott Israel List, or that Seller is engaged in a boycott of Israel. Such notification shall be in writing and provided by Seller to the City within ten (10) business days of the date of such occurrence. (d) In the event the City determines, using credible information available to the public, that Seller has submitted a false certification or Seller 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 the Purchase Order and seek a civil penalty, and other damages and relief, against Seller, pursuant to Section 287.135, Florida Statutes. In addition, the City may pursue any and all other legal remedies against Seller. (e)Seller shall not seek damages, fees, or costs against the City in the event the City terminates the Purchase Order pursuant to this provision.

E-VERIFY: By entering into the Purchase Order, the Seller becomes obligated to comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility." This includes but is not limited to utilization of the E-Verify System to verify the work authorization status of all employees hired after January 1, 2021 (as well as contractual employees whose contract is renewed after January 1, 2021), and requiring all subcontractors/subconsultants to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Failure to comply will lead to termination of the Purchase Order, or if a subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit Court no later than twenty (20) calendar days after the date of termination. If the Purchase Order is terminated for a violation of the statute by the Seller, the Seller may not be awarded a public contract for a period of 1 year after the date of termination. Should Seller violate the requirements of Section 448.095, Fla. Stat., they shall be liable for any additional costs incurred by the City as a result of the termination of the Purchase Order.

PUBLIC RECORDS: The City of Boca Raton is a public agency subject to Chapter 119, Florida Statutes. Should the Purchase Order require the Seller to provide services, the Seller shall comply with Section 119.0701, Florida Statutes. Specifically, the Seller shall:

1. Keep and maintain all public records related to the performance of the Services.

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 that provided in chapter 119, Florida Statutes, 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 Purchase Order term and following completion of the Purchase Order.

4. Upon completion or other termination of the Purchase Order, keep and maintain the public records required by the City to perform the Services. The Seller shall meet all applicable requirements for retaining public records set out in Florida law.

5. In addition to maintaining the records pursuant to Paragraph Number 4 above, provide to the City all records that were stored electronically by Seller, upon request from the City’s custodian of public records, in a format that is compatible with the information technology systems of the City.

The failure of the Seller to comply with the provisions set forth, or to comply with the City’s request for records, shall constitute a default and breach of the Purchase Order, and the City shall, in its discretion, pursue any and all remedies against the Seller provided for under the Purchase Order or at law.

IF THE SELLER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE SELLER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE PURCHASE ORDER, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 561-393-7740, BRCITYCLERK@MYBOCA.US, CITY HALL, CITY CLERK, 201 W. PALMETTO PARK ROAD, BOCA RATON, FL 33432.

INTEGRATION AND MODIFICATION: The Purchase Order is adopted by the City and the Seller as a final, complete and exclusive statement of the terms of the agreement between the City and Seller. The Purchase Order may not be modified unless such modifications are evidenced by an amendment in writing signed by both the City and Seller.

ORDER OF PRECEDENCE: The Purchase Order supersedes all agreements, contracts, proposals, representations, negotiations, letters or other communications between the City and Seller, whether written or oral, unless otherwise noted in the Purchase Order.

INDEPENDENT CONTRACTOR: Seller is an independent contractor under this Purchase Order. Services provided by the Seller shall be by employees of the Seller who are subject to supervision by the Seller, and who shall not be officers, employees, or agents of the City.

FORIGN GIFTS AND CONTRACTS: Pursuant to Fla. Stat. §286.101(3), where the amount of the Purchase Order is $100,000.00 or more, Seller shall disclose any current or prior interest of, any contract with, or any grant or gift received from a country of foreign concern with a value of $50,000 or more that was received or in force during the previous five (5) years. Definitions, disclosure requirements and exceptions are found in Fla. Stat. §268.101. Seller represents and warrants it has complied with Fla. Stat. §286.101, it has properly disclosed such interests, contracts, grants or gifts to City before execution of the Purchase Order, and it will remain in compliance with Fla. Stat. §286.101 for the duration of the Purchase Order.