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HomeMy WebLinkAbout20 - CC-10 - Attachment 1 - 9/1/2015Manual Purchase Order Attachment 1 City of Costa Mesa Purchase Order Date Revision Page 77 Fair Drive CITY 1699-1319 07/21/15 1 Costa Mesa, CA 92626 Payment Terms Freight Terms Ship Via (714) 754-5227 N30 DEST VDR Buyer: Jennifer McCoy (714) 754-5310 Ship To: City of Costa Mesa VENDOR: 0000018324 City Clerk MATRIX IMAGING PRODUCTS, INC. 77 Fair Drive ATTN: JAMES LINHART Costa Mesa, CA 92626 8 RANCHO CIRCLE Bill To: City of Costa Mesa LAKE FOREST, CA 92630 Attn: Accounts Payable P.O. Box 1200 Costa Mesa, CA 92628-1200 ANNUAL PRICE AGREEMENT BETWEEN THE CITY OF COSTA MESA AND MATRIX IMAGING PRODUCTS, INC. FOR CONVERSION SCANNING, IMAGING AND INDEXING SERVICES FOR ONE (1) YEAR WITH THE OPTION TO RENEW FOR FOUR (4) ADDITIONAL ONE YEAR TERMS. INTER -AGENCY COOPERATIVE CONTRACT PRICING W/COUNTY OF ORANGE MA -017- 12011896. Effective Dates: September 1, 2015 through August 31, 2016 w/four (4) additional one year renewal periods NOT -TO -EXCEED: $110,000.00 annually City Clerk = $100,000.00 Development Services = $10,000.00 PRICING: County of Orange Cooperative Agreement MA -017-12011896 Attachment B Section IX. Service Price List Pg. 30-34. Department contact person: Brenda Green (714) 754-5225 Vendor contact person: James Linhart (949) 413-0759; Email: james.linhart@matriximaging.com Internal Notes: Insurance Expires: GL 10/17/15, AL 06/24/16, UL 10/17/15, WC 12/01/15, PL 06/07/16 530201-101-11200-50420 = $100,000.00 510205-101-18300-20410 = $10, 000.00 Accounts Payable: (714) 754-5216 or 5073. Purchase Order Number and Department Organization Number must appear on all invoices and shipping paper. Invoice must state complete or partial delivery. Include your Taxpayer ID Number. Thomas R. Hatch Chief Executive Officer CONDITIONS. The following standard conditions are always applicable, and the following work order conditions are also applicable when this order provides for performance of any work. STANDARD CONDITIONS 1. Law: This contract is governed bythe laws of the State of California. The provisions of the Uniform Commercial Code shall apply except as otherwise set forth in this contract. 2. Contract: This order, when accepted by SELLER either in writing or by the shipment of any article or other commencement of performance hereunder, constitutes the entire contract between SELLER and the CITY, no exceptions, alternates, substitutes or revisions are valid or binding on the CITY unless authorized by the CITY in writing. The SELLER acknowledges that he has read and agrees to all terms and conditions of this contractlpurchase order. The only terms and conditions that will be applicable to the Interpretation of this contract are those issued by the City of Costa Mesa. 3. Taxes: Unless otherwise provided herein or by law, price quoted does not Include California State sales or use tax. The City is exempt from Federal excise tax. 4. Delivery: Time of delivery is the essence of this contract. The CITY reserves the right to refuse any goods and to cancel all or any part of the goods not delivered by the due date and/or not conforming to applicable specifications, drawings, samples or descriptions. Acceptance of any part of the order shall not bind CITY to accept future shipments, nor deprive it the right to return goods already accepted, at SELLER'S expense. Over -shipments and under -shipments shall be only as agreed to by CITY. S. Risk of Loss: Delivery shall not be deemed to be complete until goods have been actually received and accepted by CITY. Payment shall be made after satisfactory acceptance of shipments by the CITY. 6. Warranty: SELLER expressly warrants that the goods covered by this order are of merchantable quality, satisfactory and safe for consumer use, and are fit for the particular purpose as set forth in the CITY'S specification. Acceptance of this order shall constitute an agreement upon SELLER'S part to indemnify and hold harmless from liability, loss, damage and expense, including reasonable attorney fees, incurred or sustained by CITY, its officers, employees and agents, by reason of the failure of the goods to conform to such warranties, faulty work performance, negligent or unlawful acts, and noncompliance with any applicable local, State or Federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law. Inspection by the City of Costa Mesa or Its agents or employees and acceptance of the articles, materials and work covered by this contract shall not constitute release or waiver of the City of Costa Mesa's rights by reason of failure of Contractor to comply with any of the warranties contained herein. Warranties herein expressed or Implied shall be construed as consistent with each other and as cumulative and, where in conflict, the specifications of the City of Costa Mesa shall be paramount. 7. Infringement: SELLER shall Indemnity and defend CITY, at SELLER'S expense, against all claims, demands, suits, liability and expense on account of alleged infringement of any patent, copyright or trademark, resulting from or arising in connection with the manufacture, sale, normal use or other normal disposition of any article or malarial furnished hereunder. 8. Assignment: Neither this order nor any claim against CITY arising directly or indirectly out of or in connection with this order shall be assignable'by SELLER or by operation or law, nor shall SELLER subcontract any obligations hereunder, without CITY'S prior written consent. 9. Default: If SELLER or any subcontractor breaches any provision hereof, or becomes insolvent, enters bankruptcy, receivership or other like proceeding (voluntarily or involuntarily) or makes assignment for the benefit or creditors, CITY shall have the right, in addition to any other rights it may have hereunder or by law, to terminate this order by giving SELLER written notice whereupon (a) CITY shall be relieved of all further obligation hereunder, except to paythe reasonable value of SELLER'S prior performance, but not more than the contracted price, and (b) CITY may procure the articles or services from other sources and may deduct from unpaid balance due the vendor or may collect against the bond or surety, or may invoice the vendor for excess cost so paid. The price paid by CITY shall be considered prevailing market price at the time such purchase Is made. 10. Labor Disputes: Whenever any actual or potential labor dispute delays or threatens to delay the timely performance of this order, SELLER shall Immediately give written notice thereof to CITY. 11. Nondiscrimination: In the performance of the terms of any contract resulting from this order, SELLER agrees that they will not engage nor permit such subcontractors, where applicable as he may employ, from engaging In discrimination in employment of persons because of the race, color, sex, national origin or ancestry, disability or religion of such person. 12. Termination: The CITY reserves the right to terminate this contract without penalty and without cause after 30 days' written notice unless otherwise specified. 13. Labor Code Section 1771.1(A); A contractor or subcontractor shall not be qualifed to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029,1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract Is awarded. WORK ORDER CONDITIONS 14. Performance; SELLER shall perform all work diligently, carefully, and In a good and workmanlike manner; shall furnish all labor, supervision, machinery, equipment, materials and supplies necessary therefor; shall obtain and maintain all building and other permits and licenses required by public authorities in connection with performance of the work; and, if permitted to subcontract, shall be fully responsible for all work performed by subcontractors. SELLER shall conduct all operations In SELLER'S own name and as independent contractor, and not in the name of, or as an agent for CITY. 15. Indemnification: The Contractor hereby agrees to defend at his own cost and to indemnify and hold harmless the City of Costa Mesa, Its officers, agents and employees, from and against any and all liability, damages, costs, losses, claims and expenses, howsoever caused, resulting directly or indirectly from orconnected with the performance of the contract (including but not limited to such liability, costs, damage, loss, claim, or expense arising from the death or injury to an agent or employee of the Contractor, subcontractor, or the City of Costa Mesa or loss of, damage to, or destruction of the property of Contractor, subcontractor, or of the City of Costa Mesa, or of any agent or employee of the Contractor, subcontractor, or of the Cityof Costa Mesa), except whom such liability, damages, costs, losses, claims or expenses are caused solely by the negligent or wrongful acts of the City of Costa Mesa or any of its agents or employees other than negligent omission or commissions of the City of Costa Mesa, Its agents or employees, In connection with the general supervision or direction of the work to be performed hereunder. The Contractor, in addition to the foregoing, specifically shall Indemnify and save harmless the City of Costa Mesa, any and all of the City of Costa Mesa's officers, agents, and employees, from any liability by reason of California safe place statutes or similar provisions pertaining to the workplace or safety of materials or equipment supplied by the City of Costa Mesa or others at the direction of the City of Costa Mesa and used in the performance of the work hereunder. 16. Insurance: SELLER shall maintain in full force during the term of this contract the following insurances, in a form and with companies as approved by the CITY, with limits not less than those specified: (a) Worker's Compensation and Employer's Liability complying with any statutory requirements; (b) Commercial General Liability Insurance Including broad form property damage, products/completed operations and contractual liability coverage, with a $1,000,000 combined single limit each occurrence; Endorsements to the Commercial General Liability Insurance shall be obtained by contractor, adding the following three provisions; (1) Additional Insureds: "The. City of Costa Mesa and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to the subject project and agreement." (2) Notice: "Said policy shall not terminate, nor shall it be cancelled nor the coverage reduced, until thirty (30) days after written notice is given to City." (3) Other insurance: "Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the insurance provided by this policy." (c) Comprehensive Auto Liability (including the owned, non -owned and hired automobile hazards) with $1,000,000 combined single limit each occurrence. If the CITY so desires, these limits may be increased or decreased. 17. Bills and Liens; SELLER shall pay promptly all Indebtedness for labor, materials and equipment used in performance of the work. SELLER shall not permit any lien or charge to attach to the work or the premises, but If any does so attach, SELLER shall promptly procure its release and indemnify CITY against all damages and expense incident thereto. 18. Bonds: If the CITY so desires, SELLER shall provide payment and performance bonds as required. 19. Changes: SELLER shall make no change In the work or perform any additional work without the CITY'S specific written approval. MISCELLANEOUS CONDITIONS 20. All plants and materials must be free of pests and disease. If any are found, the material will be rejected and refused. Vendor will pick up at no cost to the CITY. 21. Vendor is required to provide a completed MSDS (Material Safety Data Sheet) for hazardous substances as required by Labor Code Sections 6390; General Industrial Safety Order, Section 5194; and Title 8, California Admins. Code. MSDS sheet for each specified item shall be sent to place of shipment, and a copy sent to the Purchasing Division. DEFINITION Whenever used herein, "CITY" shall mean, City of Costa Mesa, a political subdivision of the State of California. (5146-22)