MID Purchase Order Terms and Conditions

1. Compensation. Vendor/Consultant (Vendor) shall be paid on a time and materials or lump sum basis, as may be agreed upon by the parties as described in the Purchase Order, or agreement, within 30 days of receipt of invoice. If Work is performed on a time and materials basis, the invoice shall include a detailed description of the Work performed.

2. Compliance with Law. Vendor shall comply with all applicable laws and regulations of the federal, state and local government Vendor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Work is being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Vendor agrees to fully comply with such Prevailing Wage Laws, including without limitation any and all requirements related to contractor and subcontractor registration. Vendor shall defend, indemnify and hold the District, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Vendor and all sub-contractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages, contractor registration, employment of apprentices, hours of labor and debarment of Vendors.

3. Standard of Care. The Vendor shall perform the Work in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession practicing under similar conditions. Vendor shall also comply with State and Federal Environmental and Safety Regulations as they apply to the Scope of Work.

4. Insurance. During the performance of all Work, including self-delivery of any goods, the Vendor shall take out and maintain: A. Commercial General Liability Insurance, of at least $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad Insurance Work Office Commercial General Liability coverage (Occurrence Form CG 0001); B. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, of at least $1,000,000 per occurrence for bodily injury and property damage, at least as broad as Insurance Work Office Form Number CA 0001 (ed. 6/92) covering automobile liability, Code 1 (any auto); and C. Workers’ Compensation Insurance of at least $1,000,000 per occurrence, in compliance with applicable statutory requirements and Employer's Liability Coverage. Insurance amounts may be higher depending on the project and as stated in agreement. Insurance carriers shall be authorized by the Department of Insurance, State of California, to do business in California and maintain an agent for the process within the state. Such insurance carrier shall have not less than an "A-"; "Class VII" according to the latest AM Best rating unless otherwise approved by the District. Vendor shall ensure that third party shippers contracted by the Vendor have adequate insurance coverage.

5. Indemnification. The Vendor shall indemnify and hold harmless the District, its Board, members of the Board, agents and employees of the District, to against any and all claims, liabilities, expenses or damages, including responsible attorneys’ fees, for injury or death of any person, or damage to property, or interference with use of property, or any claim of the Vendor or sub-Vendor for wages or benefits which arise in connection with the performance of Contract, except to the extent caused or resulting from the negligence or misconduct of the District, its Board, members of the Board, agents and employees of the District. The foregoing indemnity includes, but is not limited to, the cost of prosecuting or defending such action with legal counsel acceptable to the District and the District’s attorneys’ fees incurred in such an action.

6. Laws, Venue, and Attorneys' Fees. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Merced, State of California. In the event of any such litigation between the parties, the prevailing party shall be entitled to recover all reasonable costs incurred, including reasonable attorney's fees, as determined by the court.

7. Termination. The District may terminate or abandon any portion or all of the Work by giving 10 calendar days written notice to Vendor. In such an event, the District shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for the Work. The District shall pay Vendor the reasonable value of any portion of the Work completed prior to termination. The District shall not be liable for any costs other than the charges or portions thereof which are specified herein. Vendor shall not be entitled to payment for unperformed Work, and shall not be entitled to damages or compensation for termination of Work. Vendor may terminate its obligation to provide further Work under this Agreement upon 30 calendar days' written notice to the District only in the event of District’s failure to perform in accordance with the terms of this Agreement through no fault of Vendor.

8. Contract Terms. Nothing herein shall be construed to give any rights or benefits to anyone other than the District and Vendor. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal. Notice may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the parties to the addresses set forth in the purchase order. Vendor shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the District, which may be withheld for any reason. Vendor is retained as an independent Vendor and is not an employee of the District. No employee or agent of Vendor shall become an employee of the District. This is an integrated Agreement representing the entire understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. This Agreement may not be modified or altered except in writing signed by both parties hereto.

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