HomeMy WebLinkAboutSoftware Solutions PO_606326 COVID-19 Training and SupportPurchase Order 606326
Order Date 20-MAY-2020
Change Order 0
Change Order Date 20-MAY-2020
Revision 0
Ordered 6,562.50 USD
INCLUDE PURCHASE ORDER NUMBER ON ALL INVOICES & CORRESPONDENCE
SEND ALL INVOICES TO AP@SLOCITY.ORG
INCLUDE DELIVER TO CITY STAFF CONTACT NAME ON ALL INVOICES
Sold To City of San Luis Obispo
990 Palm Street
SAN LUIS OBISPO, CA 93401
Supplier SOFTWARE SOLUTIONS TEAM
3220 S Higuera St #208
SAN LUIS OBISPO, CA 93401
Bill To City of San Luis Obispo
990 Palm Street
SAN LUIS OBISPO, CA 93401SAN LUIS
OBISPO
UNITED STATES
Ship To 990 Palm Street
SAN LUIS OBISPO, CA 93401SAN LUIS
OBISPO
UNITED STATES
Notes USD = US Dollar
Customer Account Number Supplier Number Payment Terms Freight Terms FOB Shipping Method
10055 Net 30 Destination
Confirm To Deliver To Contact
Daniel Clancy
Stephanie Couch Phone 1-805-781-7510
Line Item Price Quantity UOM Ordered Taxable
1 Software Solutions - Invoice 20-
8410 COVID-19 Training and
Support
6,562.50
Supplier Item Software Solutions - Invoice 20-8410 COVID-19 Training and Support
Promised 6,562.50
05/26/2020
Requested
05/26/2020
Requested and Promised Dates correspond to the date of arrival at the Ship-to Location.
Line Total 6,562.50
Total 6,562.50
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Purchase Order 606326
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Purchase Order 606326
Proprietary and Confidential
Contract Terms and Conditions
Purchase Order Terms and Conditions
Standard Purchase Order Terms & Conditions
1.Acceptance.By delivering the ordered goods or commencing performance under this Purchase Order,("Order")supplier agrees to the
general terms,specifications,and conditions in or referenced by this document.If supplier and The City of San Luis Obispo ("City")have
entered into a contract outside of this Order,the terms and conditions set forth in the contract shall prevail.Supplier's additional or different
terms and conditions are expressly excluded from this Order and the City does not agree to such terms or conditions,unless such
agreement is made expressly,in writing by the City's authorized representative,or a contract has been signed outside of this Order
between the Supplier and The City.
2.Business License &Tax.Supplier must have a valid City of San Luis Obispo business tax certificate prior to the execution of the
contract.Additional information regarding the City's business tax program may be obtained by calling (805)781-7134.
3.Abilityto Perform.Supplier warrants that it possesses,or has arranged through subcontracts,all capital and other equipment,labor,
materials,and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal,state,county,city,
and special district laws,ordinances,and regulations.
4.Warranties.Supplier warrants that all goods delivered will be free from defects in workmanship,material,and manufacture;are new (not
refurbished or reconditioned)unless otherwise stated in this Order;are of merchantable quality and fit for the purpose intended by the City
to the extent that purpose has been disclosed to Supplier;complies with the requirements of this Order;and complies with all applicable
laws and regulations.Supplier also warrants that all services performed under this Order shall be rendered in a good and workmanlike
manner by skilled personnel in compliance with all applicable laws and regulations.
5.Changes.No change or modification in terms may be made without express authorization,in writing by the City's authorized
representative.
6.Delivery.Supplier agrees that time is of the essence to delivery and any other performance required under this Order.No charge for
delivery,parcel post,packing,cartage,insurance,license fees,permits,or any other purpose will be paid by the City unless it is expressly
included on the face of this Order.Supplier must arrange for the lowest-cost transportation and prepay and add freight to its invoice.If
delivery is made by a carrier,an itemized delivery ticket must be attached to the outside of the package.Each container or package must be
marked with the Order number.
7.Laws to be Observed.Supplier shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws
and county and City of San Luis Obispo ordinances,regulations and adopted codes during its performance of the work.
8.Paymentof Taxes.The contract prices shall include full compensation for all taxes that Supplier is required to pay.
9.Permits and Licenses.Supplier shall procure all permits and licenses,pay all charges and fees,and give all notices necessary.
10.Safety Provisions.Supplier shall conform to the rules and regulations pertaining to safety established by OSHA and the California
Division of Industrial Safety Public and Employee Safety.Whenever Supplier's operations create a condition hazardous to the public or City
employees,it shall,at its expense and without cost to the City,furnish,erect and maintain such fences,temporary railings,barricades,
lights,signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the
public and employees.
11.Preservation of City Property.Supplier shall provide and install suitable safeguards,approved by the City,to protect City property
from injury or damage.If City property is injured or damaged as a result of Supplier's operations,it shall be replaced or restored at
Supplier's expense.The facilities shall be replaced or restored to a condition as good as when the Supplier began work
12.ImmigrationAct of 1986.Supplier warrants on behalf of itself and all sub-suppliers engaged for the performance of this work that only
persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall
be employed in the performance of the work hereunder.
13.Supplier Non-Discrimination.In the performance of this work,Supplier agrees that it will not engage in,nor permit such sub-suppliers
as it may employ,to engage in discrimination in the employment of persons because of age,race,color,sex,national origin or ancestry,
sexual orientation,or religion of such persons.
14.Work Delays.Should Supplier be obstructed or delayed in the work required to be done hereunder by changes in the work or by any
default,act,or omission of the City,or by strikes,fire,earthquake,or any other Act of God,or by the inability to obtain materials,equipment,
or labor due to federal government restrictions arising out of defense or war programs,then the time of completion may,at the City's sole
option,be extended for such periods as may be agreed upon by the City and the Supplier.
15.PaymentTerms.The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the
services provided by Supplier (Net 30).
16.Inspection.Supplier shall furnish City with every reasonable opportunity for City to ascertain that the services of Supplier are being
performed in accordance with the requirements and intentions of this contract.All work done and all materials furnished,if any,shall be
subject to the City's inspection and approval.The inspection of such work shall not relieve Supplier of any of its obligations to fulfill its
contract requirements.
17.Audit.The City shall have the option of inspecting and/or auditing all records and other written materials used by Supplier in preparing
its invoices to City as a condition precedent to any payment to Supplier.
18.Interestsof Supplier.Supplier covenants that it presently has no interest,and shall not acquire any interest direct or indirect or
otherwise,which would conflict in any manner or degree with the performance of the work hereunder.Supplier further covenants that,in the
performance of this work,no sub-Supplier or person having such an interest shall be employed.Supplier certifies that no one who has or
will have any financial interest in performing this work is an officer or employee of the City.It is hereby expressly agreed that,in the
performance of the work hereunder,Supplier shall at all times be deemed an independent Supplier and not an agent or employee of the
City.
19.Hold Harmless and Indemnification.
(a)Non-design,non-construction Professional Services:To the fullest extent permitted by law (including,but not limited to California
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Civil Code Sections 2782 and 2782.8),Consultant shall indemnify,defend,and hold harmless the City,and its elected officials,officers,
employees,volunteers,and agents ("City Indemnitees"),from and against any and all causes of action,claims,liabilities,obligations,
judgments,or damages,including reasonable legal counsels'fees and costs of litigation ("claims"),arising out of the Consultant's
performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant,
including the City's active or passive negligence,except for such loss or damage arising from the sole negligence or willful misconduct of
the City.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's
performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City
Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims.
(b)Non-design,construction Professional Services:To the extent the Scope of Services involve a "construction contract"as that phrase
is used in Civil Code Section 2783,this paragraph shall apply in place of paragraph A.To the fullest extent permitted by law (including,but
not limited to California Civil Code Sections 2782 and 2782.8),Consultant shall indemnify,defend,and hold harmless the City,and its
elected officials,officers,employees,volunteers,and agents ("City Indemnitees"),from and against any and all causes of action,claims,
liabilities,obligations,judgments,or damages,including reasonable legal counsels'fees and costs of litigation ("claims"),arising out of the
Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by
Consultant,except for such loss or damage arising from the active negligence,sole negligence or willful misconduct of the City.In the event
the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this
Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs
of defense,including reasonable legal fees,incurred in defense of such claims.
(c)Design Professional Services:In the event Consultant is a "design professional",and the Scope of Services require Consultant to
provide "design professional services"as those phrases are used in Civil Code Section 2782.8,this paragraph shall apply in place of
paragraphs A or B.To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8)
Consultant shall indemnify,defend and hold harmless the City and its elected officials,officers,employees,volunteers and agents ("City
Indemnitees"),from and against all claims,damages,injuries,losses,and expenses including costs,attorney fees,expert consultant and
expert witness fees arising out of,pertaining to or relating to,the negligence,recklessness or willful misconduct of Consultant,except to the
extent caused by the sole negligence,active negligence or willful misconduct of the City.Negligence,recklessness or willful misconduct of
any subcontractor employed by Consultant shall be conclusively deemed to be the negligence,recklessness or willful misconduct of
Consultant unless adequately corrected by Consultant.In the event the City Indemnitees are made a party to any action,lawsuit,or other
adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City
Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in
defense of such claims.In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant's proportionate
percentage of fault.However,notwithstanding the previous sentence,in the event one or more defendants are unable to pay its share of
defense costs due to bankruptcy or dissolution of the business,Consultant shall meet and confer with other parties regarding unpaid
defense costs.
(d)The review,acceptance or approval of the Consultant's work or work product by any indemnified party shall not affect,relieve or reduce
the Consultant's indemnification or defense obligations.This Section survives completion of the services or the termination of this contract.
The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance.
20.Contract Assignment.Supplier shall not assign,transfer,convey or otherwise dispose of the contract,or its right,title or interest,or its
power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City.
21.Termination for Convenience.The City may terminate all or part of this Agreement for any or no reason at any time by giving 30 days
written notice to Contractor.Should the City terminate this Agreement for convenience,the City shall be liable as follows:(a)for standard or
off-the-shelf products,a reasonable restocking charge not to exceed ten (10)percent of the total purchase price;(b)for custom products,
the less of a reasonable price for the raw materials,components work in progress and any finished units on hand or the price per unit
reflected on this Agreement.For termination of any services pursuant to this Agreement,the City's liability will be the lesser of a reasonable
price for the services rendered prior to termination,or the price for the services reflected on this Agreement.Upon termination notice from
the City,Contractor must,unless otherwise directed,cease work and follow the City's directions as to work in progress and finished goods.
22.Termination.If during the term of the contract,the City determines that the Contractor is not faithfully abiding by any term or condition
contained herein,the City may notify the Contractor in writing of such defect or failure to perform.This notice must give the Contractor a 10
(ten)calendar day notice of time thereafter in which to perform said work or cure the deficiency.If the Contractor has not performed the
work or cured the deficiency within the ten days specified in the notice,such shall constitute a breach of the contract and the City may
terminate the contract immediately by written notice to the Contractor to said effect.Thereafter,neither party shall have any further duties,
obligations,responsibilities,or rights under the contract except,however,any and all obligations of the Contractor's surety shall remain in
full force and effect,and shall not be extinguished,reduced,or in any manner waived by the terminations thereof.In said event,the
Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the
day it received the City's Notice of Termination,minus any offset from such payment representing the City's damages from such
breach."Reasonable value"includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or
completed by the Contractor as may be set forth in the Agreement payment schedule;compensation for any other work,services or goods
performed or provided by the Contractor shall be based solely on the City's assessment of the value of the work-in-progress in completing
the overall work scope.The City reserves the right to delay any such payment until completion or confirmed abandonment of the project,as
may be determined in the City's sole discretion,so as to permit a full and complete accounting of costs.In no event,however,shall the
Contractor be entitled to receive in excess of the compensation quoted in its proposal.
23.Ownership of Materials.All original drawings,plan documents and other materials prepared by or in possession of Supplier as part of
the work or services under these specifications shall become the permanent property of the City,and shall be delivered to the City upon
demand.
24.Release of Reports and Information.Any reports,information,data,or other material is given to,prepared by or assembled by
Supplier as part of the work or services under these specifications shall be the property of City,and shall not be made available to any
individual or organization by Supplier without the prior written approval of the City.
25.Copies of Reports and Information.If the City requests additional copies of reports,drawings,specifications,or any other material in
addition to what Supplier is required to furnish in limited quantities as part of the work or services under these specifications,Supplier shall
provide such additional copies as are requested,and City shall compensate Supplier for the costs of duplicating of such copies at the
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Supplier's direct expense.
26.Insurance.Supplier shall procure and maintain for the duration of the Order insurance that is sufficient in scope and amount to permit
Supplier to pay in the ordinary course of business against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by Supplier,its agents,representatives,employees or sub-contractors.Supplier will
maintain Workers Compensation insurance at statutory levels covering all employees who perform work under this Order.
Additional Public Works Construction Purchase Order Terms & Conditions
1.Compensation for Authorized Additional Expenses.To receive compensation for additional expenses outside the scope of the project
work,the Supplier shall obtain prior written authoriza-tion from the City to incur those expenses.Compensa-tion for these addition-al
expenses shall include time and materials.
2.Payment Terms.The supplier may request one progress payment each month for work satisfactorily completed and accepted by the
City.The City shall issue payment within 30 days.The City shall withhold 10 percent of each progress payment as retention to ensure
resolution of any stop notices or liens.The City shall release this retention 35 days after filing a notice of completion.
3.Faithful Performance Bond.The supplier shall furnish a surety bond in the amount of 125 percent of the contract price guaranteeing the
faithful performance of the contract,including any attorney's fees or other collection costs.
4.Work in the Right-of-Way or on City Property.For work on City managed property,the supplier/consultant shall obtain a no-fee
encroachment permit.A Traffic Control Plan and Water Pollution Control Plan shall be submitted and approved prior to issuance of the
permit unless determined by the City not to be required.
5.Prevailing Wage.The supplier and any subcontractors are required to pay prevailing wage and must be registered with the Department
of Industrial Relations pursuant to Section 1725.5 of the Labor Code.
6.Insurance.The supplier shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or
dam-ages to property which may arise from or in connection with the performance of the work hereunder by the supplier,its agents,
representatives,employees or subs.
Minimum Scope of Insurance.Coverage shall be at least as broad as:
a.Insurance Services Office Commercial General Liability coverage (occurrence form CG 20 10 Prior to 1993 or CG 20 10 07 04 with CG
20 37 10 01 or the exact equivalent as determined by the City).
b.Insurance Services Office form number CA 0001 (Ed.1/87)covering Automobile Liability,code 1 (any auto).
c.Workers'Compensation insurance as required by the State of California and Employer's Liability Insurance.
Minimum Limits of Insurance.The supplier shall maintain limits no less than:
a.General Liability:$1,000,000 per occurrence for bodily injury,personal injury and property damage.If Commercial General Liability or
other forms with a general aggregate limit is used,either the general aggregate limit shall apply separately to this project/location or the
general aggregate limit shall be twice the required occurrence limit.
b.Automobile Liability:$1,000,000 per accident for bodily injury and property damage.
c.Employer's Liability:$1,000,000 per accident for bodily injury or disease.
d.Deductibles and Self-Insured Retentions.Any deductibles or self-insured retentions must be declared to and approved by the City.At the
option of the City,either:the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City,its officers,
officials,employees,and volunteers;or the supplier shall procure a bond guaranteeing payment of losses and related investigations,claim
administration and defense expenses.
Other Insurance Provisions.The general liability and automobile liability policies are to contain,or be endorsed to contain,the following
provi-sions:
a.The City,its officers,officials,employees,agents,and volunteers are to be covered as insureds as respects:liability arising out of
activities performed by or on behalf of the supplier;products and completed operations of the supplier;premises owned,occupied or used
by the supplier;or automobiles owned leased,hired or borrowed by the supplier.The coverage shall contain no special limitations on the
scope of protection afforded to the City,its officers,officials,employees,agents or volunteers.
b.For any claims related to this project,the supplier's insurance coverage shall be primary insurance as respects the City,its officers,
officials,employees,agents,and volunteers.Any insur-ance or self-insurance maintained by the City,its officers,offi-cials,employees,
agents or volunteers shall be excess of the supplier's insurance and shall not contribute with it.
c.Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided
to the City,its officers,officials,employees,agents or volunteers.
d.The supplier's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the
limits of the insurer's liability.
e.Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended,voided,canceled by
either party,reduced in coverage or in limits except after thirty (30)days'prior written notice by certified mail,return receipt requested,has
been given to the City.
Acceptability of Insurers.Insurance is to be placed with insurers with a current A.M.Best's rating of no less than A:VII.
Verification of Coverage.The supplier shall furnish the City with a certificate of insurance showing required coverage.Original
endorse-ments affecting general liability and automobile liability coverage are also required by this clause.The endorsements are to be
signed by a person authorized by that insurer to bind coverage on its behalf.All endorsements are to be received and approved by the City
before work commences.
Subcontractors.The supplier shall include all subcontractors as insured under its policies or shall furnish separate certifi-cates and
endorsements for each subcontractor.All coverages for subcontractors shall be subject to all of the requirements stated herein.
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