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ATTACHMENT H Standard Tenns and Conditions for the Purchase of Services UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, THE PURCHASE ORDER IS SUBJECT TO THE FOllOWING TERMS AND CONDITIONS: 1. Offer and Acceptance: The Purchase Order is an offer by the City of Redwood City ("City") to enter into a contract; and any of the following acts constitute Contractor's acceptance of the Purchase Order and all tenns and conditions stated therein: (a) Contractor's commencement of work or (b) Contractor's acceptance of any payment from City. 2. Prices: All rates and/or prices itemized in the Purchase Order are finn and not subject to escalation unless so stated on the face of the Purchase Order. Contractor represents and warrants that all rates and/or prices itemized in the Purchase Order are at least as low as those currently being quoted by Contractor to commercial or govemment users for the same work of similar scope under similar circumstances. 3. Taxes: This purchase is subject to all applicable California sales and use taxes. 4. Terms of Payment: Full payment shall be made within thirty (30) days from the date of receipt of invoice or acceptance of work, whichever occurs last. If City of Redwood City ("City") is entitled to a cash discount, the period of computation shall commence on the date of receipt of invoice or acceptance of work by City, whichever occurs last. Partial payments may be made with City's concurrence at no less than monthly intelVals. City shall endeavor to pay each invoice within thirty (30) days, but shall not be responsible to Contractor for additional charges, interest, or penalties due to failure to pay within that period. 5. Time for Peñormance: Time is of the essence in the perfonnance of the Purchase Order. If selVice cannot be perfonned or goods provided within the specified time, Contractor shall promptly notify City of the earliest possible date for perfonnance of the selVice. Notwithstanding such notice, if Contractor, for any reason whatsoever, fails to perfonn the work or provide the goods within the time specified, City may tenninate the Purchase Order or any part thereof without liability except for work previously perfonned and accepted. 6. Warranty: Contractor warrants that the work perfonned under the Purchase Order complies with all specifications and that workmanship and materials are free from defects. If any portion of the work has not been completely described in the Purchase Order, it shall comply with nationally recognized codes and established industry standards. Contractor agrees that the aforementioned warranties shall be in addition to any warranties provided by law or offered by Contractor. In addition to any other right City may have, if any work is found not to be in compliance with specifications or if workmanship and/or materials are found to be defective within ninety (90) days after the conclusion of perfonnance of the work, Contractor shall, at City's option, either refund to City the amount paid for the work or perfonn the work again in a proper manner to the extent necessary to provide the City with the result originally contemplated. 7. Independent Contractor Status: Contractor is acting as an independent contractor in perfonning the work required by the Purchase Order and is not an agent or employee of City. Nothing in the Purchase Order shall be interpreted or construed as creating or establishing the relationship of employer and employee between City and Contractor. Contractor is responsible for paying all required state and federal taxes. 8. Use of Subcontractors: Contractor shall perfonn the work with its own employees under its immediate supelVision and shall not subcontract any portion of the work unless approved by City in advance in writing. 9. Discrimination: Contractor shall strictly adhere to all state and federal laws with respect to discrimination in employment and shall not discriminate against any individual on the basis of race, color, religion, gender, sexual orientation, marital status, national origin, age or disability. 10. Compliance with Laws: (a) Contractor shall comply with all applicable governmental laws, ordinances, codes, rules, regulations, programs, plans, and orders in the perfonnance of work or provision of goods under the Purchase Order. (b) Contractor shall obtain and maintain throughout the life of the Purchase Order all pennits and licenses required in connection with the work to be perfonned and shall provide copies of such pennits and licenses to City, upon request. 11. Extra or Additional Work and Changes: Contractor shall perfonn no extra or additional work or alter or deviate from the work specified in the Purchase Order unless agreed in writing by City. Extra work to which City has not agreed in advance in writing will not be compensated by City. 12. Change Orders: City shall have the right to revoke, amend, or modify the Purchase Order at any time by issuance of a written Change Order. No verbal revocations, amendments or modifications shall be held binding on City; and City is not required to compensate Contractor for selVices or goods not authorized in advance by written Change Order. Contractor's receipt of City's written Change Order without response received by City within ten (10) days or Contractor's perfonnance of work reflecting the change, whichever occurs first, shall constitute Contractor's acceptance of the change without any price or other adjustment. Attachment H: Page 1 of 2 -----.---.....----.--.--...-.