PURCHASE AGREEMENT

FOR GOODS, COMMODITIES, AND SERVICES

This Purchase Agreement for goods, commodities and services ("Purchase Agreement") is
made and entered into on this ______ day of ______________ 2016 (the "Effective Date") by and
between ________________________, a __________________ (“Vendor"), and the CITY OF
REDWOOD CITY, a California municipal corporation ("City"). City and Vendor are sometimes
referred to hereinafter individually as “Party” and collectively as “Parties.”
RECITALS

WHEREAS, on _______[insert date]_____________ City published a Notice Inviting

Sealed Bids for ________[describe goods]_______________________, including ______[describe
relevant service if approved]__________________ in ________[The Daily News or other relevant
publication]_________; and

WHEREAS, the City Clerk opened the received bids at ___[insert time]___ on
_____[insert date]____; and

WHEREAS, Vendor submitted the lowest responsive and responsible bid received by
City; and

WHEREAS, the City Council of the Redwood City approved City’s purchase of
__[describe good or service]___ with miscellaneous implementation costs, including ____[use if
relevant service approved]_____ from Vendor on ________[insert date of Council
approval]______ ; and

WHEREAS, City now desires to purchase the agreed upon goods and services from
Vendor pursuant to the terms and conditions of this Purchase Agreement.

NOW THEREFORE, in consideration of the faithful performance of the terms and

conditions set forth in this Purchase Agreement, the Parties hereto agree as follows:

1. PURCHASE OF GOODS & SERVICES. The City agrees to purchase, and Vendor
agrees to sell, the goods (“Goods”) and to provide the services related to the installation or delivery
of such goods (“Services”) set forth in (i) the City’s Notice Inviting Sealed Bids (“City’s Bid
Documents”) and (ii) Vendor’s Bid in response thereto (“Vendor’s Bid”). The City’s Bid
Documents and the Vendor’s Bid shall be referred to collectively as the “Bid Documents.” The
Goods shall be in compliance with all of the standards and specifications set forth in the Bid
Documents, and the Services shall be provided in a manner consistent with that level of care and
skill ordinarily exercised by members in the same profession, practicing in the same locality under
similar conditions. In the event of any conflict, the order of precedent shall be as follows: (i) City’s
Bid Documents; (ii) specifications set forth in this Purchase Agreement; and (iii) Vendor’s Bid.
There shall be no substitution of Goods or Services, without the prior written authorization of the
City.

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2. DELIVERY DATE. The Goods must be shipped and must arrive at the destination
specified on the Purchase Agreement as “Ship/Bill To” and Services must be provided by the
Vendor by the request date specified therein (“Required Delivery Date”). Any failure by the
Vendor to meet the Required Delivery Date will constitute a material default of this Purchase
Agreement and the City may cancel any Goods not delivered in a timely manner without liability.
The Vendor must notify the City immediately if the Vendor reasonably believes the Vendor will
not be able to meet the Required Delivery Date for any reason and provide the City with a schedule
that the Vendor reasonably believes it will be able to meet. It is within the City’s discretion whether
it will accept the revised schedule.

3. PURCHASE PRICE. The purchase price for the Goods and Services shall be
________[insert price] made in one installment pursuant to a City purchase order made out to
__________[insert vendor name]__. Vendor represents that the prices quoted to or paid by the
City will not exceed current prices charged to any other customer by the Vendor on the Execution
Date for items that are the same or substantially similar to the Goods, taking into consideration the
quantity under consideration, and the Vendor will forthwith refund any amounts paid by the City
in excess of the price.

4. CANCELLATION AND TERMINATION. The City reserves the right to terminate or

cancel any portion of this Purchase Agreement at any time prior to the delivery of Goods and
Services, with or without cause, by giving Vendor written notice. There shall be no period of grace
after giving the notice of cancellation or termination. Cancellation or termination shall become
effective immediately upon the giving of notice by personal delivery or mail. In the event of
breach of the Purchase Agreement by Vendor, City may terminate the Purchase Agreement
immediately without notice, may reduce payment to the Vendor in the amount necessary to offset
City’s resulting damages, may procure substitute goods or services at Vendor’s expense, and/or
may pursue any other available recourse against Vendor. Vendor may not terminate this Purchase
Agreement except for cause. Upon termination of this Purchase Agreement by City for any reason,
City may require Vendor to provide all finished or unfinished goods, documents, data, diagrams,
drawings, materials or other matter prepared or built by Vendor in connection with its performance
of this Purchase Agreement.

5. DELIVERY RISK OF LOSS. All orders will be F.O.B. destination if not otherwise
specified. Risk of loss or damage to the Goods must remain with the Vendor until the Goods have
been delivered to and accepted by the City. All Goods and Services will be received by the City
subject to its right of inspection, rejection, and revocation of acceptance under the Uniform
Commercial Code. The City will be allowed a reasonable period of time to inspect the Goods and
Services and to notify Vendor of any nonconformance with the terms and conditions of the
specifications. The City may reject any Goods and Services that do not conform to the terms and
conditions of this Bid Documents. Any Goods and Services rejected may be returned to the Vendor
at the Vendor’s risk and expense.

6. INVOICES. An invoice must be mailed to the City at the address specified in the Purchase
Agreement as “Bill To” no later than the 5th day after shipment is made. Individual invoices must
be issued for each shipment against each Purchase Agreement. Invoices must contain the Purchase

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Agreement number, description of Goods and Services, unit price, quantities billed, extended
totals, and applicable taxes as set forth Section 9 of this Purchase Agreement.

7. PACKING AND SHIPPING. Deliveries must be made as specified, without charge, for
boxing, crating or storage unless otherwise specified. Goods must be suitably packed to secure
lowest transportation costs and, in accordance with the requirements of common carriers, in a
manner to assure against damage from weather or transportation. The City’s order numbers and
symbols must be plainly marked on all invoices, packages and shipping orders. Packing lists
specifying the quantity, description, and Purchase Agreement Number must accompany each box
or packing shipment. The City’s count or weight will be final and conclusive on shipments not
accompanied by packing lists. Shipments for two or more destinations when so directed by the
City will be shipped in separate boxes or containers for each destination, at no charge.

8. PUBLIC WORKS. Public Works shall be performed in accordance with the provisions
of the 2006 Standard Specifications for Public Works Construction, or as it may be amended by
subsequent editions.

9. TAXES. The Vendor must separately state on all invoices any taxes imposed by the local,
state or federal state government applicable to furnishing of Goods and Services; provided,
however, where a tax exemption is available, the tax must be subtracted from the total price and
identified. Unless otherwise set forth in the Purchase Agreement, the purchase price will be
considered to include state and city sales or use tax.

10. WARRANTY. The Vendor warrants that all Goods will conform to applicable
specifications, drawings, description, and samples, and will be merchantable, of good
workmanship in material, and free from defect. Unless manufactured pursuant to detailed design
furnished by the City, the Vendor assumes design responsibility and warrants the Goods to be free
from design defect and suitable for the purposes intended by the City, and that such Goods if
installed by the Vendor shall conform to applicable specifications. The Vendor’s warranties,
together with its service guarantees, must run to the City and its customers or users of the Goods
and Services and must not be deemed exclusive. The City’s inspection, approval, acceptance, use
of, and payment for all or any part of the Goods and Services must in no way affect its warranty
rights whether or not a breach of warranty had become evident in time.

11. CHANGES. The City has the right, by written notice, to change the quantity or
specifications of the Goods and Services ordered and the terms of shipment or packaging of Goods.
Upon receipt of any notice, the Vendor will proceed promptly to make the changes in accordance
with the terms of the notice. If any change causes an increase or decrease in the cost or
performance or in the time required for performance, an equitable adjustment must be negotiated
promptly and the contract modified in writing accordingly. The Vendor must deliver to the City
as promptly as possible, and in any event within 30 days after receipt of change notice, a statement
showing the effect of any change in the delivery dates and prices; the statement must be
supplemented within 30 days by detailed specification of the amount of the price adjustment and
supporting cost figures. The Vendor’s failure to submit the statements within the time limits stated
will constitute its consent to perform the change without increase in price, without claim for
material rendered obsolete and without change in delivery schedules.

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12. BUSINESS LICENSE. The Vendor must obtain a City business license, unless the
Vendor qualifies for an exemption.

13. NONDISCRIMINATION CLAUSE: Except as provided in Section 12940 et seq. of the

Government Code, Vendor shall not discriminate against any person because of his/her race,
religious creed, color, national origin, ancestry, physical disability, mental disability, marital
status, mental condition, or gender, nor refuse to hire or employ a person or to refuse to select the
person for a training program leading to employment or to bar or discharge the person from
employment, or from a training program leading to employment, or to discriminate against the
person in compensation or in terms, conditions or privileges of employment. Vendor shall insert
in all subcontracts for any work covered by this Purchase Agreement this nondiscrimination
provision.

14. INDEMNITY. Except as to the sole negligence or willful misconduct of the City, Vendor
shall indemnify and hold the City, and its employees, officers, managers, agents and council
members, harmless from any and all loss, damage, claim for damage, liability, expense or cost,
including attorneys’ fees, which arises out of, or is related to, or is in any manner connected with
the Goods and Services provided pursuant this Purchase Agreement and/or the performance of
work, activities, operations or duties of Vendor, or anyone employed by or working under Vendor,
and from all claims by anyone employed by or working under Vendor for services rendered to
Vendor in the performance of this Agreement, notwithstanding that the City may have benefited
from their services. This indemnification provision shall apply to any acts or omissions, willful
misconduct or negligent conduct, whether active or passive, on the part of Vendor or of anyone
employed by or working under Vendor. The parties expressly agree that any payment, attorneys’
fees, costs or expense that the City incurs or makes to or on behalf of an injured employee under
the City’s self-administered workers’ compensation is included as a loss, expense or cost for the
purposes of this Section, and that this Section shall survive the expiration or early termination of
the Agreement.

15. DUTY TO DEFEND. Vendor agrees, at its cost and expense, to promptly defend the City
and the City’s employees, officers, managers, agents and council members (collectively the
“Parties to be defended”) from and against any and all claims, allegations, lawsuits or other legal
proceedings which arise out of, or are related to, or are in any manner connected with: (i) the Goods
and Services provided pursuant this Purchase Agreement; (ii) allegations that the Goods are
defective in manufacture or design; (iii) any patent or other intellectual property right related to
the Goods and (iv) the work, activities, operations, or duties of Vendor, or of anyone employed by
or working under the Vendor, or (2) any breach of this Agreement by Vendor. This duty to defend
shall apply whether or not such claims, allegations, lawsuits or proceedings have merit or are
meritless, or which involve claims or allegations that any of the Parties to be defended were
actively, passively or concurrently negligent, or which otherwise assert that the parties to be
defended are responsible, in whole or in part, for any loss, damage or injury. Vendor agrees to
provide this defense immediately upon written notice from the City, and with well qualified,
adequately insured and experienced legal counsel acceptable to the City.

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16. INTERPRETATION. The terms of this Purchase Agreement should be construed in
accordance with the meaning of the language used and should not be construed for or against either
party by reason of the authorship of this Purchase Agreement or any other rule of construction that
might otherwise apply.

17. GOVERNING LAW; JURISDICTION. This Purchase Agreement shall be construed in

accordance with and governed by the laws of the State of California. The purchase of Goods shall
take place in Redwood City, California. For any dispute arising from this Purchase Agreement,
the parties consent to jurisdiction and venue in either San Mateo Superior Court or the United
States District Court for the Northern District of California.

18. NONTRANSFERABILITY. The Vendor may not transfer or assign this Purchase
Agreement, without the prior written approval of the City Manager, which may be withheld in
his/her sole discretion.

19. DISCOUNTS. The date used as the basis for discount calculation shall be computed from
the date of receipt of invoice, Goods and Services, whichever is later.

20. ARTWORK, DESIGNS ETC. If the Goods are to be produced by Vendor in accordance
with designs, drawings or blueprints furnished by City, Vendor shall return same to City upon
completion or cancellation of this Purchase Agreement. Such designs and the like shall not be
used by Vendor in the production of materials for any third party without City’s written consent.
Such designs and the like involve valuable property rights of City and shall be held confidential
by Vendor.

21. COMPLIANCE WITH APPLICABLE LAW. Vendor agrees to comply with all
applicable federal, state and local law in connection with the performance of this Purchase
Agreement, including the payment of prevailing wage when required.

22. INTEGRATION; AMENDMENT. This Purchase Agreement represents the entire

understanding of the City and the Vendor as to those matters contained herein. No prior oral or
written understanding will be of any force or effect with respect to the terms of this Purchase
Agreement. The Purchase Agreement may not be modified except by Change Order or written
Amendment to Purchase Agreement.

23. INSURANCE. Subject to the discretion of the City Manager, Vendor may be required to
provide, prior to the performance of Services required by this Purchase Agreement, the following
minimum levels of insurance set forth in Exhibit 1, which is attached hereto and incorporated
herein by reference.

24. WAIVER. The waiver of any term, condition or provision hereof shall not be construed
to be a waiver of any other such term, condition or provision, nor shall such waiver be deemed a
waiver of a subsequent breach of the same term, condition or provision.

[SIGNATURE PAGE FOLLOWS]

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 IN WITNESS WHEREOF, City and Developer have executed this Agreement as of the
Effective Date.

"CITY"
CITY OF REDWOOD CITY

By: _________________________
City Manager

ATTEST:

_________________________
City Clerk

APPROVED AS TO FORM:

_________________________
City Attorney

"VENDOR"

By: ____________________________
Name:_______________________
Title:________________________

[signature must be notarized]

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Exhibit 1

INSURANCE

 Vendor, at its sole expense, shall maintain the types of coverages and minimum limits
indicated below, unless otherwise approved by City in writing. The insurance carrier is
required to maintain an A.M. Best rating of not less than “A-:VII”. Insurance must remain
in full force and effect throughout the term of this project.

 Vendor shall maintain Comprehensive General Liability a nd Property Damage Insurance

with coverage at least as broad as Insurance Services Office form CG 00 01, as
protection against damages sustained because of bodily injury, death, or damage to
tangible property arising out of or as a consequence of, the work performed by or
negligence of Vendor employees and subcontractors. Insurance shall be obtained from
an insurer authorized to conduct business in Redwood City and is acceptable to the City
of Redwood City. Coverage shall be not less than two million dollars ($2,000,000.00) per
occurrence, four million dollars ($4,000,000) general aggregate. The limits of liability
shall be applicable to each occurrence regardless of when a claim is made. General
liability policies shall be primary and non-contributory, and be endorsed using Insurance
Services Office form CG 20 10 to provide that City and its officers, officials, employees,
and agents shall be additional insureds under such policies.

 In addition, Contractor shall provide auto liability coverage for owned, non-
owned, and hired autos using ISO Business Auto Coverage form CA 00 01, or the
exact equivalent, with a limit of no less than one million dollars ($1,000,000) per
accident. If contractor owns no vehicles, this requirement may be met through a
non-owned auto endorsement to the CGL policy.
 Vendor shall, at its own expense, maintain adequate Worker’s Compensation Insurance
(Statutory Limits) and Employer’s Liability Insurance with limits of at least one million
dollars ($1,000,000). It is expressly understood and agreed that all persons employed,
directly or indirectly, in connection with the work performed by Vendor shall be
considered employees of Vendor and/or subcontractors and not the employees of the
City of Redwood City. Contractor shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees, and volunteers. Appropriate certificates of Worker’s Compensation
insurance and waiver of subrogation shall be provided to the City of Redwood City prior
to the beginning of the work.

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 Vendor must carry Cyber Liability Insurance with limits not less than $1,000,000 per claim.
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by
Vendor in this agreement and shall include, but not be limited to, claims involving infringement
of intellectual property, including but not limited to infringement of copyright, trademark, trade
dress, invasion of privacy violations, information theft, damage to or destruction of electronic
information, release of private information, alteration of electronic information, extortion and
network security. The policy shall provide coverage for breach response costs as well as
regulatory fines and penalties, as well as credit monitoring expenses with limits sufficient to
respond to these obligations. The policy shall be primary and non-contributory.

 Proof of possession of satisfactory insurance must be provided to the City of Redwood

City prior to the start of any work on this project.

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