Unless otherwise agreed in writing by both the City and Vendor, the terms and conditions detailed herein shall apply to all Purchase Orders and shall prevail over and be to the exclusion of any terms and conditions proposed by either party in any Purchase Order acknowledgment or any other document.

Payment Terms:

Payment for services will be made monthly on invoices deemed satisfactory to the City, with payment terms of net 30 days upon receipt of invoice. Vendor shall submit invoices within fifteen (15) days from the end of each month in which services have been provided. Vendor shall provide invoices with sufficient detail to ensure compliance with pricing as set forth in this Agreement. The information required may include: date(s) of work, hours of work, hourly rate(s), and material costs.

Business License:

Vendors who provide services for the City of Irvine within the city limits of Irvine shall obtain a City of Irvine business license prior to commencing work and shall maintain a current business license throughout the term of this Agreement.

Insurance Requirements:

The following insurance requirements are for Vendors performing onsite services when a contract has not been executed. If a contract has been executed by both the City and Vendor, the contract terms and conditions shall take precedence.

Insurance Coverage Required. The insurance obligations under this agreement shall be the minimum insurance coverage requirements. No representation is made that the minimum insurance requirements of this agreement are sufficient to cover the obligations of the Vendor under this agreement.

Prior to the issuance of a Purchase Order, Vendor shall acknowledge that it complies with the insurance requirements as set forth below.

Without limiting Vendor's indemnification obligations, Vendor shall procure and maintain, at its sole cost and for the duration of this Agreement, insurance coverage as provided below, against all claims for injuries against persons or damages to property which may arise from or in connection with the performance of the work hereunder by Vendor, its agents, representatives, employees, and/or subcontractors. In the event that Vendor subcontracts any portion of the work the contract between the Vendor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Vendor is required to maintain pursuant to the following.

The policies and minimum amounts of insurance required hereunder shall be as follows:

a. Comprehensive General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 00 01 including completed operations and contractual liability, with limits of liability of not less than $1,000,000 per occurrence and annual aggregate for liability arising out of Vendor’s performance of this Agreement. The limits shall be provided by either a single primary policy or combination of policies. If limits are provided with excess and/or umbrella coverage the limits combined with the primary will equal the minimum limits set forth above. If written with an aggregate, the aggregate shall be double the each occurrence limit.

For City services, excluding the Great Park, such insurance shall be endorsed to:

1. Name the City of Irvine and its employees, representatives, officers and agents (collectively hereinafter “City and City Personnel”) as additional insured for claims arising out of Vendor’s performance of this Agreement.
2.  Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to City.

A statement on an insurance certificate will not be accepted in lieu of the actual endorsement.

For Great Park services, such insurance shall be endorsed to:

1. Name the City of Irvine and the Great Park Corporation and their Officers, employees, agents, volunteers and representatives (collectively hereinafter “City and City Personnel”) as additional insured for claims arising out of Vendor’s performance of this Agreement.
2. Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to City.

A statement on an insurance certificate will not be accepted in lieu of the actual endorsement.

b. Automobile Liability Insurance with a limit of liability of not less than $1,000,000 each occurrence and $1,000,000 annual aggregate. The limits shall be provided by either a single primary policy or combination of policies. If limits are provided with excess and/or umbrella coverage the limits combined with the primary will equal the minimum limits set above. Such insurance shall include coverage for all "owned," "hired" and "non-owned" vehicles, or coverage for "any auto."

For City services, excluding the Great Park, such insurance shall be endorsed to:

1. Name the City of Irvine and the Great Park Corporation and their Officers, employees, agents, volunteers and representatives (collectively hereinafter “City and City Personnel”) as additional insured for claims arising out of Vendor’s performance of this Agreement.

2.  Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to City.

A statement on an insurance certificate will not be accepted in lieu of the actual endorsement.

For Great Park services, such insurance shall be endorsed to:

1.Name the City of Irvine and its employees, representatives, officers and agents as additional insured for claims arising out of Vendor’s performance of this Agreement.

2. Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to City.

A statement on an insurance certificate will not be accepted in lieu of the actual endorsement.

c. Workers’ Compensation Insurance in accordance with the Labor Code of California and covering all employees of the Vendor providing any service in the performance of this Agreement. Such insurance shall be endorsed to:

1. Waive the insurer’s right of Subrogation against the City and City Personnel.

A statement on an insurance certificate will not be accepted in lieu of the actual endorsement unless your insurance carrier is the State of California Insurance Fund (SCIF) and the endorsement numbers 2570 and 2065 are referenced on the certificate of insurance.

In the performance of the work under this Agreement, if Vendor does not employ any person in any manner so as to become subject to the workers' compensation laws of California, Vendor agrees to indemnify, defend, and hold harmless the City of Irvine and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of Vendors failure to provide such worker’s compensation insurance. Vendor agrees that, if firm should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, firm shall forthwith comply with those provisions.

d. Evidence of Insurance. Vendor shall provide, upon request by the City, a Certificate(s) of Insurance evidencing such coverage together with copies of the required policy endorsements no later than five (5) business days from receipt of request.

Coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non-renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to City by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten (10) days prior notice shall be provided.

The City project title or description MUST be included in the “Description of Operations” box on the certificate.

e. Endorsements. A statement on an insurance certificate will not be accepted in lieu of the actual endorsement. Insurance policies shall not be compliant if they include any limiting provision or endorsement.

f. Any Deductible in Excess of $100,000 and/or Self-Insured Retentions must be agreed to by the City.

g. Acceptability of Insurers. Each policy shall be from a company with current A.M. Best’s rating of A VII or higher and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus lines brokers under applicable provisions of the California Insurance Code or any federal law. Any other rating must be agreed to by the City.

h. Insurance of Subcontractors. Vendor shall be responsible for causing Subcontractors to maintain the same types and limits of coverage in compliance with this Agreement, including naming the City as an additional insured to the Subcontractor’s policies.

Indemnification:

Vendor shall indemnify, defend, and hold City and City Personnel harmless from and against any and all actions, suits, claims, demands, judgments, attorney's fees, costs, damages to persons or property, losses, penalties, obligations, expenses or liabilities (herein "claims" or "liabilities") that may be asserted or claimed by any person or entity arising out of the willful or negligent acts, errors or omissions of Vendor, its employees, agents, representatives or subcontractors which directly or indirectly relate to the work being performed or services being provided under this Agreement, whether or not there is concurrent active or passive negligence on the part of City and/or City Personnel, but excluding such claims or liabilities arising from the sole active negligence or willful misconduct of City or City Personnel in connection therewith:

Vendor shall defend any action or actions filed in connection with any such claims or liabilities, and shall pay all costs and expenses, including attorney's fees incurred in connection therewith.

Vendor shall promptly pay any judgment rendered against City or any City Personnel for any such claims or liabilities.

In the event City and/or any City Personnel is made a party to any action or proceeding filed or prosecuted for any such damages or other claims arising out of or in connection with the work being performed or services being provided under this Agreement, Vendor shall pay to City any and all costs and expenses incurred by City or City Personnel in such action or proceeding, together with reasonable attorney's fees and expert witness fees.

Compliance with Laws:

Vendor shall keep itself fully informed of all existing and future state and federal laws and all county and city ordinances and regulations which in any manner affect those employed by it or in any way affect the performance of services pursuant to this Agreement. Vendor shall at all times observe and comply with all such laws, ordinances, and regulations and shall be responsible for the compliance of all work and services performed by or on behalf of Vendor. When applicable, Vendor shall not pay less than the prevailing wage, which rate is determined by the Director of Industrial Relations of the State of California.

Conflicts of Interest:

            A.         No officer, official, employee, agent, representative or volunteer of City shall have any financial interest, direct or indirect, in this Agreement, or participate in any decision relating to this Agreement that affects his or her financial interest or the financial interest of any corporation, partnership, association or other entity in which he or she is interested, in violation of any Federal, State or City statute, ordinance or regulation. Vendor shall not employ, contract for, or receive consulting services from any such person, whether for compensation or not, while this Agreement is in effect.

            B.         Vendor represents, warrants and covenants that he, she or it presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Vendor's obligations and responsibilities under this Agreement. Vendor further agrees that while this Agreement is in effect, Vendor shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Vendor's obligations and responsibilities under this Agreement.

            C.        Vendor acknowledges that pursuant to the provisions of the Political Reform Act (Government Code section 87100 et seq.), City may determine Vendor to be a "Consultant" as that term is defined by the Act. In the event City makes such a determination, Vendor agrees to complete and file a "Statement of Economic Interest" with the City Clerk to disclose such financial interests as required by City. In such event, Vendor further agrees to require any other person doing work under this Agreement to complete and file a "Statement of Economic Interest" to disclose such other person's financial interests as required by City.

Vendor Ethics:

Vendor represents and warrants that it has not provided or promised to provide any gift or other consideration, directly or indirectly, to any officer, employee, or agent of City to obtain City’s approval of this Agreement. Vendor shall not, at any time, have any financial interest in this Agreement or the project that is the subject of this Agreement other than the compensation to be paid to Vendor as set forth in this Agreement. In the event the work and/or services to be performed hereunder relate to a project and/or application under consideration by or on file with the City, (i) Vendor shall not possess or maintain any business relationship with the applicant or any other person or entity which Vendor knows to have a personal stake in said project and/or application, (ii) other than performing its work and/or services to City in accordance with this Agreement Vendor shall not advocate either for or against said project and/or application, and (iii) Vendor shall immediately notify City in the event Vendor determines that Vendor has or acquires any such business relationship with the applicant or other person or entity which has a personal stake in said project and/or application. The provisions in this Section shall be applicable to all of Vendor’s officers, directors, employees, and agents, and shall survive the termination of this Agreement.

Records and Reports:

The City Manager of the City of Irvine or his/her designee reserves the right to perform such audits, performance reviews, and other evaluations (collectively “audit”) that relate to or concern this Agreement at any time. Vendor agrees to participate and cooperate in up to five (5) hours of meetings and interviews (at no additional cost to City), if the same are requested by the City in connection with such an audit. Further, provided that the City pays Vendor’s commercially reasonable hourly rate for services, Vendor agrees to participate and cooperate in such additional meetings and interviews (in excess of five (5) hours), if the same are requested by the City in connection with such an audit. Upon request by City, Vendor shall prepare and submit to City any reports concerning Vendor's performance of the services rendered under this Agreement. City shall have access, with 72 hours advance written notice delivered to Vendor, to the books and records of Vendor related to Vendor's performance of this Agreement in the event any audit is required. All drawings, documents, and other materials prepared by Vendor in the performance of this Agreement (i) shall be the property of City and shall be delivered at no cost to City upon request of City or upon the termination of this Agreement, and (ii) shall not be made available to any individual or entity without prior written approval of City. The obligations of this section shall survive the expiration (or earlier termination) of this Agreement for a period of three (3) years. During said three (3) year period, Vendor shall keep and maintain all records and reports related to this Agreement, and City shall have access to such records in the event any audit is required.

Delivery:

1. Vendor warrants that the items delivered, and the work or services performed shall conform to the specifications, drawings, samples or other description specified by City and shall be fit and sufficient for the purpose intended, merchantable, of good materials and workmanship, in good working order and free from defect or faulty workmanship for a period of at least ninety (90) days, after delivery. When defective items or faulty workmanship is discovered, Vendor shall provide all labor, materials, parts and equipment to correct such defect or make such replacement at no expense to the City. Defective items not meeting City's specifications shall be held for Vendor's instructions at Vendor's risk and if Vendor so directs, will be returned at Vendor's expense.
2. All goods shall be shipped F.O.B. destination designated by the City. Vendor assumes full responsibility for packing, crafting, marking, transportation and liability for loss and/or damage. All transportation charges and deliveries must be prepaid by Vendor.
3. City shall be under no obligation to unpack or inspect the products and/or services. The Vendor shall be responsible for the consequences of negligent manufacture and packing, and for the consequences of negligent handling prior to point where City assumes ownership. The expense of subsequent tests due to failure of goods first offered will be charged against the Vendor.
4. City reserves the right to terminate this Purchase Order or any part of it and reject delivery of items if delivery is not made when and as specified.

Assignment:

Vendor may not assign, transfer, delegate, or subcontract any right, obligation, performance herein without the prior written consent from the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void.