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BOCCOU
<br />Blanket Purchase Agreement 222209954,
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<br />to the same extent as if copied at length herein. In the event of a conflict or discrepancy between this purchase order and any
<br />referenced contract document, if one exists, the contract document shall govern. The vendor may not unilaterally modify the
<br />terms of this purchase order by affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard
<br />preprinted forms, product literature, "shrink wrap" terms accompanying or affixed to a product, whether written or electronic)
<br />or by incorporating such terms onto the vendor's order or fiscal forms or other documents forwarded by the vendor for
<br />payment. The County's acceptance of product or processing of documentation on forms furnished by the vendor for approval
<br />or payment shall not constitute acceptance of the proposed modification to the terms and conditions of this purchase order.
<br />7. If this purchase order is a call or release order against a Blanket Purchase Agreement (BPA) or Contract Purchase
<br />Agreement (CPA), all terms and conditions of the subject purchase agreement and this purchase order shall apply to the order.
<br />The purchase order number, not the purchase agreement number, must be on the invoice.
<br />8. All shipments by the vendor must be F.O.B Destination, unless otherwise authorized in writing by the Director of
<br />Procurement. Any F.O.B. Shipping Point freight charges shall be prepaid and added to the invoice and with a copy of the
<br />freight bill attached. The County will not accept collect shipments. All stated delivery times are of the essence.
<br />9. In accordance with law, the County reserves the right to cancel all or part of this purchase order prior to acceptance of the
<br />goods or services.
<br />10. Vendors are expected to satisfy all purchase orders in one shipment unless otherwise stipulated in the subject solicitation,
<br />award, or authorized by the Director of Procurement in writing. Excessive and unauthorized partial shipments may result in
<br />vendor debarment or prohibition from doing business with the County.
<br />11. Vendors are not authorized to deliver any goods or services which are not covered by this purchase order. The County
<br />accepts no responsibility and is not obligated to render payment for purchases that are not covered by a duly- issued purchase
<br />order or specifically authorized by the Director of Procurement or County Administrator. Vendors violating this condition
<br />may be subject to debarment or prohibition from doing business with the County in accordance with the County's
<br />Procurement Policies and such vendors may forfeit their right to compensation for such deliveries.
<br />12. INDEMNIFICATION (PATENT OR COPYRIGHT): The vendor shall indemnify and hold harmless, and defend the
<br />County and the Board of County Commissioners, their agents and employees, and anyone directly or indirectly employed by
<br />either of them, from and against all liabilities, damages, claims, demands or actions at law or in equity, including court costs
<br />and attorney's fees that may hereafter at any time be made or be brought by anyone arising out of any infringement of patent
<br />rights or copyrights held by others or for the disclosure or improper utilization of any trade secrets by vendor during or after
<br />completion of the Work. These obligations shall survive acceptance of any goods and/or services and payment therefore by
<br />the County.
<br />13. INDEMNIFICATION (GENERAL LIABILITY): The vendor shall indemnify, hold harmless, and defend the County and
<br />the Board of County Commissioners, their agents and employees, and anyone directly or indirectly employed by either of
<br />them, from and against any and all liabilities, losses, claims, damages, demands, expenses or actions, either at law or in
<br />equity, including court costs and attorneys' fees, that may hereafter at any time be made or brought by anyone on account of
<br />personal injury, property damage, loss of monies, or other loss, allegedly caused or incurred, in whole or in part, as a result of
<br />any negligent, wrongful, or intentional act or omission, or based on any action of fraud or defalcation by the vendor, or
<br />anyone performing any act required of vendor in connection with performance of the Contract awarded pursuant to this order.
<br />These obligations shall survive acceptance of any goods and/or services and payment therefore by the County.
<br />14. INDEMNIFICATION (GENERAL LIABILITY âť‘GOVERNMENTAL AGENCY -VENDORS ONLY): The County and
<br />governmental agency -vendor shall each be liable to the extent permitted by 768.28, Fla. Stat., for the negligent acts, or
<br />omissions of their respective officers, employees and agents. Nothing in the foregoing shall be construed as a waiver of
<br />sovereign immunity or as consent to be sued by either the County or the governmental agency -vendor.
<br />15. Any dispute or contractual right regarding this purchase order shall be governed by Florida Law. In the event of a lawsuit
<br />by the vendor the venue of such lawsuit shall be in Hillsborough County, Florida and the vendor waives whatever rights it has
<br />in the selection of venue.
<br />16. LAWS, REGULATIONS, PERMITS & LICENSES: The vendor is advised that all applicable Federal and State laws,
<br />municipal and County ordinances, and the rules and regulations of all authorities having jurisdiction over any part of the
<br />See Below for Purchase Order Terms & Conditions Page 12 of 61
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