Vendor
Bil
l To
Fiscal Year
Department
Purchase Order Date
Purchase Order Number
Required By
Ship To
VENDOR PHONE NUMBER REQUISITI
ON NUMBERVENDOR NUMBERVENDOR EMAIL DELIVERY REFERENCEBUYER NAME NOTES
ITEM # DESCRIPTION QUANTITY UOM UNIT PRICE EXTENDED
PRICE
DUPLICATE
COPY
PURCHASE ORDER
988
SMARSH INC
PO BOX 8023
CAROL STREAM, IL 60197-8023
CITY OF MERCED
ACCOUNTS PAYABLE
678 W 18TH ST
MERCED CA 95340
IT
24001419
INFORM
ATION TECH - NETWORK
04/25/2024
THIS NUMBER MUST APPEAR ON ALL INVOICES,
PACKAGES, AND SHIPPING PAPERS.
05/10/2024
No del
iveries on holidays, weekends or after business
hours.
Information Technology
678 W 18th St.
1st FL
Merced, CA 95340
971
-295-6318 3163 Aarin Garrison988
service renewal for Smarsh
The Above Purchase Order Number Must Appear On All Correspondence - Packing Sheets And Bills Of Lading
1.0000 EA $29,970.6000 $29,970.60Smarsh service renewal for 18-APR 2024 - 18-APR 2025 1 Julio Marquez CPPB, Purchasing Supervisor Purchase Order Total Total Ext. Price $29,970.60
$29,970.60
Vendor Copy
CITY OF MERCED
TERMS AND CONDITIONS OF PURCHASE
1. Agreement: This purchase order, consisting of these standard terms and condition s, and any
attachments hereto, evidence acceptance by the City of Merced (“City”) of the offer from the provider of goods and
or services (“Supplier”) which are the subject of this purchase order and constitutes a binding agreement upon the ter
ms and conditions set forth herein without further
action or agreement of Supplier. Any terms or conditions (including pri ce and delivery dates)
proposed by seller which are inconsistent with or in addition to these terms shall be void and of no eff
ect unless and to the extent expressly accepted by purchaser in writing.
2. Performance, Delivery and Acceptance: Supplier
shall supply the goods and or perform the
services, with the schedule and term, as specified herein. Time is of the essence. All goods shall be
delivered “free on board (F.O.B.) destination” to the location specified herein, full freight prepaid except
for special or expedited orders, which shall be agreed upon prior to shipment. Deliveries of goods shall be made without
extra charge for boxing, crating, carting or storage unless otherwise specified, and goods shall be suitably packed to secure lowest transportation costs, and in
accordance with the requirements of common carriers, and to prevent potential damage from wea
ther or transportation. City’s purchase order numbers must be plainly marked on all invoices, packages, bills of lad
ing and shipping orders. Packing lists shall accompany each shipment. City’s count or weight shall be final and conclusiv
e on shipments not accompanied by packing lists.
Shipments for two or more destinations when so directed by City shall be shi pped in separate
boxes or containers for each destination at no extra charge. Title to and risk of loss on all goods pas
s to City only upon City’s acceptance of such goods.
3. Compensation schedule: City shall make payment within thirty (30) calendar days upon
acceptance of satisfactory completion of performance and or delivery of goods and receipt of
related invoice(s). Supplier is responsible for all costs and expenses incident to the performance of this purchas
e order, including without limitation, costs, taxes, and all other costs of doing business. City processes invoices for pay
ment once each week. Supplier understands and agrees
that the net payment period and cash discount period will extend to the date the invoices are
paid.
4. Taxes: Supplier shall separately state on all invoices any sales, use or similar taxes imposed by
federal or state government applicable to furnishing of the goods. Where a tax exemption is available,
such tax shall be subtracted from the total compensation and identified.
5. Warranty: Supplier represents and maintains tha
t it has the expertise in the professional calling
necessary to perform the services, and its duties and obligations, expressed and imp lied,
contained herein, and City expressly relies upon Supplier’s representations regarding its skills and knowledge. Supplier
shall perform such services and duties in conformance to and consistent with the professional standards of a specialist in
the same discipline in the State of California. Supplier warrants that all goods and services shall be delivered or performed free of all liens, claims,
security interest or encumbrances, will conform to applicable specifications, drawings, descri
ptions and samples, and will be merchantable, of good workmanship and material, and free from defect. Unless manufactured pur
suant to detailed design furnished by City, Supplier assumes design responsibility, and warrants that all goods shall be delive red or performed free of design
defect and suitable for the purposes intended by City, and that neither purchase, use or resale, nor
delivery or performance thereof shall violate any patent, copyright or similar rights. Supplier’s warranties shall
run to City and shall not be deemed to be exclusive. Supplier agrees to promptly replace or correct any incomplete, inaccurat
e or defective goods or services at no further cost to
City when defects are due to the negligence, errors or omissions of Supplier.
6. Changes: City reserves the right by written notice to change the extent of the work covered by this purchas
e order, the time or place of delivery, the method of shipment or packaging, or to suspend work. Notice of change must be
signed by the Director of Finance (“Director”) or his/her designee. Upon receipt of notice, Supplier shall promptly make the changes in accordance with the
terms of the notice. If the change will cause an increase or decrease in the cost of or time for
performance, Supplier must deliver to City a statement showing the effect of any such changes within ten (10) cal
endar days of receipt of the City’s notice of change. An equitable adjustment shall be negotiated promptly and the purc
hase order modified in writing accordingly. Failure to
submit the statement timely shall constitute Supplier’s consen t to perform the change without
increase in compensation or time for performance. Changes may only be made in writing. 7 . City Liability: If an article sold or delivered to purchaser is protected by a patent or copyright, seller agrees to ind
emnify, defend, save, and hold harmless purchaser from and against any and all suits, claims, judgments, and costs institute
d or recovered against it on account of the use or sale of such article by the purchaser in violation of rights under such patent or copyright.
8. Termination for Default or Convenience: City may, by written notice, terminate this purchas e
order in whole or in part for default: (i) if Supplier fails to timely deliver the goods, or perform the services, or if
no time is specified, within a reasonable time; (ii) if the goods delivered or services performed are incorrect or unsatisfa
ctory; (iii) if Supplier fails to perform any of the other provisions of this purchase order, or so fails to make pro gress as to endanger performance of this
purchase order; or ( iv ) if the Supplier becomes insolvent. If this p urchase order is terminated for
default, City, in addition to all the rights afforded by law, shall have the right to cha rge Supplier the
amount by which the costs of fabricating or procuring the goods or services cancelled from another source exceed
the compensation specified herein, and City may offset any such charge against any amounts which had or may become payable to Sup plier under this purchase order.
City may, after thirty (30) days written notice to Supplier, terminate this purc hase order without…
9. Insurance: When applicable, seller must provide satisfactory proof of general liability covera ge
at least as broad as ISO Form CG 0001 and automobile insurance both in the amount of not less than $1,000,000 per occurr
ence/accident. The City of Merced must be named as an additional insured and receive a 30-day notice of cancellation. Add itionally, seller shall maintain workers’
compensation coverage as required by state law and the policy shall be endorsed to waive the
insurer’s subrogation rights against purchaser. Applicability of insurance requirement is the sole determinatio
n of the City.
10. Indemnity: To the fullest extent permitted by law, Supplier agrees to defend, indemnify and hold harmless
the City, its officers, agents and employees, against any claim, loss or liability (collectively “claims”), including without
limitation claims for injuries or death to persons or
damage to or destruction of property, including economic loss, caused by or resulting from the
acts or omissions of Supplier, its officers, agents, employees or subcontractors, in the performance of thi
s purchase order, or the breach by Supplier of any of its obligations under this purchase order. Supplier’s obligation to pro
tect, defend, indemnify, and hold harmless, shall specifically extend to any and all employment related claims of any type bro ught by employees, contractors,
subcontractors or other agents of Supplier. Supplier warrants that it is meeting its obliga tions
under the Affordable Care Act (“ACT”) and/or any other similar federal or state law, and willfully indemnifies and hol
ds harmless City for any penalties, fines, adverse rulings, or tax payments associated with Supplier’s responsibilities
under the act.
11. Licensing: Seller warrants that it has complied with any and all state and local licensing requirements and agr
ees to provide proof of a current City of Merced Business License Tax Certificate if Supplier’s company is located in
or provides services in the City of Merced.
12. Nondiscrimination: Supplier and all of Supplier’s subcontractors shall not dis criminate against
any employee or applicant for employment because of race, sex, color, religion, religious creed, national ori
gin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic inform
ation, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of
federal, state or local law.
13. Assignability: Supplier shall not assign any of the work to be performed under this purchas e
order nor shall Supplier subcontract for complete or substantially completed goods or major components thereof without
the Director’s prior written consent.
14. Waiver: Supplier agrees that City’s waiver of any breach or violation of any provis ion of this
purchase order, or acceptance of any performance, or tender of any payment, shall not be deemed a waiver of any other
provision or any subsequent breach of the same or any other provision. City’sinspection and warranty rights are not waived by payment or any other action by
City.
15. Independent Contractor: It is understood and agreed that Supplier and all person(s) emp loyed
or contracted by Supplier shall act as, and be, an independent contractor and not an employee, agent, joint venture, or par
tner of City. Supplier has full rights to manage its employees and contractors under this Agreement. Supplier shall retain the right to provide goods or perform
services for others during the term of this purchase order.
16. Confidential Information: All
data, documents, discussions or other information developed or received by or for Supplier in performance of this purchase order are confidential and not to be
disclosed except as authorized by City, or as required by law.
17. Supplier’s Records: Sup
plier shall maintain all records evidencing or relating to performance and amounts charged to or paid by City for a min
imum period of four (4) years, or for any longer
period required by law, from the date of final payment to Supplier pursuant to this purchase
order. Any such records shall be made available for inspection or audit, at any time during regular busine
ss hours, upon written request by City. Copies of such documents shall be provided to City for inspection at City Hall
if requested and if practical to do so, otherwise records will be inspected at Supplier’s business location.
18. Conflict of Int
erest: Supplier certifies that no City officer, employee or authorized representative has any financial interest in the busine ss of Supplier and that no person associated
with Supplier has any interest, direct or indirect, which could conflict with the faithful
performance of this purchase order. Supplier is familiar with the provisions of California Government Code sec
tion 87100, et seq., and certifies that it does not know of any facts which would violate these laws. Supplier will prompt
ly advise City if a conflict arises.
19. Severability: In case any one or more of the provisions in this Agreement shall, for any reason,
be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provis
ions, which shall remain in full force and effect.
20. Governing Laws and Venue: Supplier shall comply with all applicable federal, state and local
laws, ordinances, codes and regulations. The Laws of California shall govern this purchase order, and
the venue of any action brought hereunder must be laid in or transferred to the County of Merced, State of California.