City of Coconut Creek
Purchase Order Standard Terms and Conditions

The following terms and conditions are applicable to Purchase Orders entered into by and between the City of Coconut Creek, Florida (“City”) and Vendor (“Seller”).  By acceptance of a Purchase Order the Seller agrees and accepts the terms and conditions stated herein.

(1) The City of Coconut Creek is tax exempt from Federal Excise and State of Florida Sales Tax.  The City’s Consumer’s Certificate of Exemption number is 85-8012557738C-1.

(2) Seller shall not impose any surcharge, convenience fee, or credit card processing fee. The city is exempt from sales and use tax. No price escalation shall occur unless expressly stated in writing and approved by the City.

(3) The delivery of goods and/or services within the time specified is of essence of the Purchase Order.  City shall have the right to cancel any or all item(s) without obligation if delivery is not made on or before the time(s) specified.  In the event Seller fails to make timely shipment, City shall have the right to purchase elsewhere and unless the delay was caused by unforeseeable circumstances beyond Seller’s control, Seller shall reimburse City for any additional charges incurred.

(4) All purchases are F.O.B. destination, freight prepaid by Seller unless otherwise stated on the Purchase Order.  Collect shipments will not be accepted.  Partial shipments must be covered by separate invoices.

(5) All packages must bear the City’s Purchase Order number on the shipping label.

(6) Agreement Subject to Funding. This Agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Coconut Creek in the annual budget for each fiscal year of this Agreement, and is subject to termination without any penalty due to lack of funding.

(7) The risk of loss, injury or destruction, regardless of the cause shall be borne by the Seller until delivery of goods to the specified destination, and inspection and acceptance of the goods by City.  Rejected goods will be returned to Seller at Seller’s risk and expense.

(8) Title of goods shall pass to City upon acceptance.

(9) If the Purchase Order has been issued in accordance with a specific contract, all terms, conditions and provisions of such contract must be strictly observed in addition to the general conditions herein described.

(10) The City can cancel at any time with thirty (30) days notice to Seller in writing.  City will be responsible for payment of any goods, services received by City up to the date of cancellation.

(11) All City of Coconut Creek review, application, building permit, and inspection fees for City projects on City-owned property are waived. The Seller shall obtain and pay for all required county, state, and federal permits and associated fees.

(12) Seller warrants that the goods, services and/or workmanship furnished and/or delivered pursuant to the Purchase Order shall:

a) Conform in all respects to the description and specifications contained in the Purchase Order;

b) Be merchantable and fit for the ordinary purposes for which such goods are used or intended to be used;

c) Be new and not secondhand, or good quality and free from defects whether latent or patent in material or workmanship; all material and workmanship is warranted for a minimum of one (1) year from date of acceptance by City unless otherwise stipulated herein;

d) Be free from any security interests, liens or encumbrances; Seller warrants that it has good and marketable title to the goods delivered hereunder;

e) Comply with the requirements of all applicable federal, state and local laws and regulations;

f) Not infringe upon or violate any copyrights or patent rights.

(13) No warranty, either expressed or implied, may be modified, excluded or disclaimed in any way by Seller.  All warranties shall remain in full force, notwithstanding acceptance and payment by City.

(14) Seller certifies that all materials, equipment, etc. supplied under terms of the Purchase Order meets all OSHA requirements. Seller further certifies that, if the materials, equipment, etc., delivered is subsequently found to be deficient in any OSHA requirements in effect on the date of delivery, all costs necessary to bring the materials, equipment, etc., into compliance with the aforementioned requirements, shall be borne by the Seller.

(15) Seller shall indemnify and hold harmless the City Commission, the City of Coconut Creek, its agents, officials, employees and assigns from and against all claims, damages, losses, expenses, and liabilities arising out of the operations of Seller pursuant to the Purchase Order specifically including, but not limited to, those caused by or arising out of a defective condition in the goods, whether patent or latent, provided that such defect existed at the time of shipment by Seller; the negligence of Seller in the marketing, sale, and/or provision of the goods and/or services under the Purchase Order.  Seller agrees to pay all damages, costs and attorney’s fees incurred in the defense of any such claim.  This section shall not be construed as consent to be sued by any third parties in any matter arising out of this Agreement.  The foregoing indemnification and release shall survive the termination or expiration of this Agreement.

(16) Sovereign Immunity. Nothing contained herein shall be construed as a waiver of the City’s sovereign immunity or the limitations of liability set forth in Section 768.28, Florida Statutes. The City’s liability shall be limited to the extent provided by law.

(17) Seller shall maintain insurance coverage in types and amounts as required by the City’s Risk Management Division. Seller shall provide Certificates of Insurance naming the City as additional insured where required prior to performance.

(18) Due to the potential liability exposure for the purchase of chemicals, pesticides, solvents, building repairs and maintenance, construction, or anything that will use Seller’s labor shall not be undertaken without a review by Risk Management and the acquisition of the necessary documents.

(19) Seller shall not assign, transfer, pledge, or otherwise dispose of this Purchase Order or any rights or obligations hereunder without the prior written consent of the City.

(20) The parties waive the privilege of venue and agree that all litigation between them in the state courts shall take place exclusively in the Seventeenth Judicial Circuit in and for Broward County, Florida and that all litigation between them in the federal courts shall take place exclusively in the United States District Court for the Southern District of Florida.

(21) Uncontrollable Circumstances (“Force Majeure”).  As used herein, “Force Majeure” means the occurrence of any event that prevents or delays the performance by either party of its obligations hereunder which are beyond the reasonable control of the non-performing party.  Examples of "Force Majeure" include, but are not limited to, acts of God, natural disasters or emergency governmental action. To invoke this paragraph, immediate written notice, consistent with the “Notice” provisions of this Agreement, must be sent by the non-performing party describing the circumstances constituting force majeure and proof that the non-performance or delay of performance is a direct and reasonable result of such event(s). The City reserves its right to challenge the invocation by the Contractor within five (5) calendar days of receipt of said notice, in such case uninterrupted performance in required. However, in the event the invocation is accepted by the City, the Contractor must take all reasonable measures to mitigate any and all resulting damages, costs, delays, or disruptions to the Contractor’s performance requirements under this Agreement. All obligations must resume when the circumstances of such event(s) have subsided, or other arrangements are made pursuant to a written amendment to this Agreement

(22) Public Records. Consultant shall keep such records and accounts and require any and all consultants and subconsultants to keep records and accounts as may be necessary in order to record complete and correct entries as to personnel hours charged to the project and any expenses for which consultant expects to be reimbursed.  Such books and records will be available at all reasonable times for examination and audit by city and shall be kept for a period of three (3) years after the completion of all work to be performed pursuant to this agreement.  Incomplete or incorrect entries in such books and records will be grounds for city's disallowance of any fees or expenses based upon such entries.

City is a public agency subject to Chapter 119, Florida Statutes.  To the extent Consultant is a Consultant acting on behalf of the City pursuant to Section 119.0701, Florida Statutes as may be amended from time to time, Consultant shall comply with all public records laws in accordance with Chapter 119, Florida Statute.  In accordance with state law, Consultant agrees to:

a) Keep and maintain all records that ordinarily and necessarily would be required by the City in order to perform the services.

b) 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 copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statute, or as otherwise provided by law.

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

d) Upon completion of the services within this Agreement, at no cost, either transfer to the City all public records in possession of the Consultant or keep and maintain public records required by the City to perform the services.  If the Consultant transfers all public records to the City upon completion of the services, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.  If the Consultant keeps and maintains public records upon completion of the services, the Consultant 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.

e) IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLA. STAT., TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CITY’S CUSTODIAN OF PUBLIC RECORDS AT 954-973-6774, PublicRecords@coconutcreek.net, 4800 West Copans Road, Coconut Creek, FL 33063.

If Consultant does not comply with this Section, the City shall enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law.

(23) Trade Secrets and Proprietary Confidential Business Information. Documents submitted by Contractor which constitute trade secrets as defined in Section 812.081, Florida Statutes, as amended from time to time, or proprietary confidential business information when held by the City as a utility owner, consistent with Section 119.0713(5), as amended from time to time, and which are clearly marked or stamped as confidential by the Contractor at the time of submission to the City, will not be subject to public access. However, should a requestor of public records challenge Contractor’s interpretation of the term “trade secrets” or “proprietary confidential business information,” within five (5) calendar days of such challenge, Contractor must provide a separate written affidavit that includes an indemnification and release guarantee, as approved by the City Attorney or designee, to the City to support its claim that the alleged trade secrets or proprietary confidential business information actually constitutes same as defined by law. Contractor must demonstrate the need for confidentiality of the documentation by showing a business advantage or an opportunity to obtain an advantage if the documentation was released. Otherwise, Contractor is required to timely seek a protective order in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County to prevent the City’s release of the requested records.

(24) Data Management. Seller must provide City with Notice of Breach in accordance with Sections 501.171 and 282.3185, Fla. Stats., including mandatory conditions of cooperation with timely incident reporting, response activities/fact-gathering, public and agency notifications requirements, severity level assessment, and after-action reporting.

(25) No Third-Party Beneficiaries.  Neither Seller nor City intends to directly or substantially benefit a third party by this Agreement. Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement and that no third party is or will be entitled to assert a right or claim against either of them based upon this Agreement.

(26) E-Verify -  Effective January 1, 2021, the Seller must register with and use the E-Verify system to verify the work authorization status of all newly hired employees pursuant to F.S. 448.095, as amended. If Seller enters into a contract with a subcontractor, the subcontractor must provide the Seller with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien, and such documentation must be provided to the City. The Seller must maintain a copy of such affidavit for the duration of the project/service or until the end of the contract term.

(27) Public Entity Crimes. Pursuant to Section 287.133(2)(a), Florida Statutes, Seller certifies that neither it nor its affiliates have been placed on the convicted vendor list following a conviction for a public entity crime. . If placed on that list, Seller must notify the City immediately and is prohibited from providing any goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids 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 Section 287.017, Florida Statutes, as amended from time to time, for Category TWO ($35,000) as may be amended, for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.

(28) Human Trafficking. Seller certifies compliance with Section 787.06, Florida Statutes, regarding human trafficking. Seller must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty or perjury attesting that the nongovernmental entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes.

(29) Scrutinized Companies. By accepting this Purchase Order, Seller certifies that  Contractor hereby certifies that it: a) has not been placed on the Scrutinized Companies that Boycott Israel List, nor is engaged in a boycott of Israel; b) has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List (formerly the Iran Petroleum Energy Sector List); and c) has not been engaged in business operations in Cuba or Syria. If City determines that Seller has falsely certified facts under this paragraph, or if Contractor is found to have been placed on a list created pursuant to Section 215.473, Florida Statutes, as amended, or is engaged in a boycott of Israel after the execution of this Agreement, City will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, as amended. The City reserves all rights to waive certain requirements of this paragraph on a case-by-case exception basis pursuant to Section 287.135, Florida Statutes, as amended. Beginning January 1, 2024, the City must not enter into a contract that grants access to an individual’s personal identifying information to any Foreign Country of Concern such as: People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolás Maduro, or the Syrian Arab Republic, unless the Contractor provides the City with an affidavit signed by an authorized representative of the Contractor, under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended.  Beginning January 1, 2025, the City must not extend or renew any contract that grants access to an individual’s personal identifying information unless the Contractor provides the City with an affidavit signed by an authorized representative of the Contractor, under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida.

(30) Foreign Gifts and Contracts. The Contractor must comply with any applicable disclosure requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.101(7)(b), Florida Statutes: “In addition to any fine assessed under [§ 286.101(7)(a), Florida Statutes], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity from eligibility for any grant or contract funded by a state agency or any political subdivision until such ineligibility is lifted by the Administration Commission [Governor and Cabinet per §14.202, Florida Statutes] for good cause.”

(31) Discriminatory Vendor List.  Seller hereby acknowledges its continuous duty to disclose to the City if the Seller or any of its affiliates, as defined by Section 287.134(1) (a), Florida Statutes, are placed on the Discriminatory Vendor List. Pursuant to Section 287.134(2)(a), 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.”

(32) Non-Discrimination. Seller shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, disability, sexual orientation, gender identity, or any other protected classification under applicable law.

(33) Environmental/Social Activism under Section 287.05701, Florida Statutes. Pursuant to Section 287.05701, Florida Statutes, as may be amended, the City cannot give preference to a contractor based on social, political or ideological interests as defined in the statute. Seller is also prohibited from giving preference to any of its subcontractors based on the above referenced factors. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida.

(34) Foreign Gifts and Contracts. The Seller must comply with any applicable disclosure requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.101(7)(b), Florida Statutes: “In addition to any fine assessed under [§ 286.101(7)(a), Florida Statutes], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity from eligibility for any grant or contract funded by a state agency or any political subdivision until such ineligibility is lifted by the Administration Commission [Governor and Cabinet per §14.202, Florida Statutes] for good cause.”

(35) Severability. If any provision of this Purchase Order is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgement

I hereby acknowledge that I have read and understood the Purchase Order Standard Terms and Conditions (TCs) contained herein, and that these terms and conditions shall supersede all other terms and conditions. Furthermore, I certify that I possess the signature authority to represent and bind my company.