Tax is applied to individual line items.  Actual total tax may vary up to 10 cents due to line item rounding.

1. By shipping on this order, the Vendor warrants that he/she has read and is in compliance with these instructions.

2. Ship on this order only if the terms and conditions are accurate.  No deviations or extra charges are permitted.  If the complete shipment cannot be made or if changes are necessary, notify the Purchasing Unit immediately.

3. Follow "SHIP TO" instructions exactly.  Include packing list with shipment; packing list must include Purchase Order Number.  Mark plainly every package with name of institution, department, or agency in full to which goods are to be delivered.  MARK ALL PACKAGES WITH PURCHASE ORDER NUMBER.

4. INVOICE IN DUPLICATE TO:  County of Fresno, same as "SHIP TO" or "INVOICE TO" address and include Purchase Order Number and a copy of paid freight bill when freight is listed as a separate item on the invoice.  Invoices sent to other than "SHIP TO" or "INVOICE TO" address on the Purchase Order will not be processed for payment.

5. Invoices received without the Purchase Order Number referenced will not be processed for payment.

6. Prepay freight charges.  Delivery time, unless otherwise stipulated, shall be made between 8:00 a.m. and 5:00 p.m., Monday through Friday, inclusive.

7. Out-of-State vendors must show California Board of Equalization Permit number.  Otherwise, sales tax will be automatically deducted.

8. No claim arising from this order may be assigned without prior written consent of the County Auditor-Controller/Treasurer-Tax Collector.

9. The extended price for each line item includes applicable trade discounts and taxes.

10. Purchase Orders shall be governed in all respects by the laws of the State of California.

11. ASSIGNMENT:  Neither party shall assign this agreement nor its rights or duties under this agreement without written consent of the other party.

12. EXAMINATION OF SITE:  The Vendor shall have examined the site of work and shall be responsible for having acquired full knowledge of the job and of all problems affecting it.  No variations or allowance from the contract sum will be made because of lack of such examination.

13. TAXES, PERMITS & FEES:  The Vendor shall pay for and include all federal, state and local taxes direct or indirect upon materials, and pay all fees for and obtain all necessary permits and licenses, unless otherwise specified herein.

14. INSURANCE:  The Vendor agrees to provide, maintain and furnish proof of Worker's Compensation Insurance as required by applicable law, Public Liability Insurance in an amount of not less than $100,000.00 for one person injured in any one accident and not less than $300,000.00 for more than one person injured in any one accident, and Property Damage Insurance in an amount not less than $50,000.00.   County shall be named as an additional insured on such policy.

15. PAYMENT:  The County agrees to pay Vendor after receipt of an invoice and as full compensation for satisfactory completion of the project/service, a single lump sum payment.

16. DISCOUNTS will be taken based on the date of the invoice receipt on the Auditor-Controller/Treasurer-Tax Collector's Office, the date of merchandise delivery, or the date of the resolution of a shipping or billing discrepancy (i.e. over or under shipment, erroneous invoice), whichever is later.

17. PARTIAL PAYMENTS for goods received will not be allowed unless it is a blanket Purchase Order, standing order, a Purchase Order with specific instructions within its body that allows partial payments, or the partial payment is approved in writing in advance by the Purchasing Division.

18. DEFAULT:  In case of default by Vendor, the County may immediately terminate this agreement, withhold any payments due, procure the articles from another source, recover the loss occasioned thereby from any unpaid balance due the Vendor, and take any other legal actions available to the County.   The prices paid by the County shall be considered the prevailing market price at the time such purchase is made.

19. INSPECTION:  Inspection on deliveries or offers for deliveries, which do not meet specifications, will be at the expense of the Vendor.

20. TERMINATE:  The County reserves the right to terminate this Purchase Order or part thereof upon written notice to the Vendor.   In the event of such termination, the Vendor shall be paid for satisfactory services or supplies provided to the date of termination.

21. PATENT INDEMNITY:  The Vendor shall hold the County of Fresno, its officers, agents, servants and employees, harmless from liability of any nature or kind on account of use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance, furnished or used under this Purchase Order.

22. MATERIAL SAFETY DATA SHEET:  With the invoice, or within 25 days of delivery, the seller must provide to the County a MATERIAL SAFETY DATA SHEET for each product which contains any substance on "The List of 800 Hazardous Substances" published by the State Director of Industrial Relations.   (See Hazardous Substances Information and Training Act.  California State Code, Sections 6360 through 6399.7).

23. INSTALLATION OR CONSTRUCTION:

    1. All work shall be performed in a good and workmanlike manner.

    2. All work and material to conform to all applicable state, local and other codes and regulations.

    3. All materials shall be new and of merchantable grade, free from defect.

    4. Damage to existing construction, equipment, planting, etc., by the Vendor in the performance of his work shall be replaced or repaired and restored to original condition by the Vendor.

    5. The Vendor shall at all times keep the premises clean from accumulation of waste materials or rubbish caused by his employees or work and shall remove all resulting work debris from the job site.

    6. Vendor shall coordinate and schedule the work with the County so that any interruption to the normal business operations is kept to a minimum.

    7. All material and workmanship shall be subject to inspection, examination and test by the County and the county shall have the right to reject defective material and workmanship or require its correction.

    8. Vendor shall hold the County, its officers and employees, harmless and indemnify and defend the County, its officers and employees, against the payment of any and all costs and expenses, claims, suits, and liability resulting from or arising out of or in any way connected with any negligent or wrongful acts or omissions of Vendor, its officers and employees or failing to perform any work, services or functions provided for or referred to or in any way connected with any work, services or functions to be performed under this agreement.

    9. It is expressly understood that in the performance of the services herein provided for, Vendor is an independent contractor and is not an agent or employee of the County.

24. YEAR COMPLIANCE WARRANTY:   Vendor warrants that any product furnished pursuant to this Agreement/order shall support a four-digit year format and be able to accurately process date and time data from, into and between the twentieth and twenty-first centuries, as well as leap year calculations. "Product" shall include, without limitation, any piece or component of equipment, hardware, firmware, middleware, custom or commercial software, or internal components or subroutines therein. This warranty shall survive termination or expiration of this Agreement.

In the event of any decrease in product functionality or accuracy related to time and/or date data related codes and/or internal subroutines that impede the product from operating correctly using dates beyond December 31, 1999, vendor shall restore or repair the product to the same level of functionality as warranted herein, so as to minimize interruption to County's ongoing business process, time being of the essence. In the event that such warranty compliance requires the acquisition of additional programs, the expense for any such associated or additional acquisitions, which may be required, including, without limitation, data conversion tools, shall be borne exclusively by vendor. Nothing in this warranty shall be construed to limit any rights or remedies the County may otherwise have under this Agreement with respect to defects other than year 2000 performance.