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R2020-210 2020-10-12RESOLUTION NO. R2020-210 A Resolution of the City Council of the City of Pearland, Texas, authorizing participation in an interlocal agreement with National IPA — OMNIA Partners for the purchase of City supplies from Amazon Business, in the estimated amount of $120,000.00, for October 1, 2020 through September 30, 2021. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the purchase of supplies from Amazon Business, in the amount of $120,000.00, is hereby approved. Section 2. That the City Manager or his designee is hereby authorized to execute an agreement for the purchase of City supplies. PASSED, APPROVED and ADOPTED this the 12th day of October, . 2020. ATT C' f•TAL ROAN, TRMC, CMC CITY SECRETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY TOM REID MAYOR °'‘?. ROAN''4••, . 5 i-‘' • •? : _4400:::. A IC Bill To Ship To Accounts Payable P.O. Box 2719 Pearland, TX 77588-2719 accountspayable@pearlandtx.gov Vendor Amazon Capital Services, Inc. Vendor No. 11394 Contact Amazon Capital Services, Inc. P.O. Box 035184 Seattle, WA 98124-5184 3523 Liberty Drive PEARLAND, TX 77581 City of Pearland Reprint Purchase Order No. 2021-00000923 01 /21 /21 Deliver by Ship Via Freight Terms Originator Carianne Livengood Resolution Number R2020-210 Special Instructions Quantity U/M Description Unit Cost Total Cost 1.0000 EACH Office Supplies - General Item Description Misc. Supplies Unavailable from Staples $250.0000 $250.00 1.0000 EACH Buildings & Grounds - Miscellaneous Item Description Supplies for Pearland GeoTour $1,000.0000 $1,000.00 Total Due $1,250.00 Purchase Order Terms & Conditions 1. Acceptance: Acceptance of this order must be without qualifications. Buyer hereby objects to and will not be bound by any different or additional terms and conditions contained in the acceptance unless each such different or additional term is expressly agreed to in writing by city. Vendor's action in (a) accepting this order, (b) delivering materials, or (c) performing services called for hereunder shall constitute an acceptance of terms and conditions below on this order. 2. Contractual Relationship: Vendor shall perform the work described independently and not as an employee of the city. The city has no right to supervise, direct, or control the Vendor or the Vendor's officers or employees in the means, methods, or details of the work to be performed by Vendor. The city and Vendor agree that the work performed is not inherently dangerous, that Vendor will perform the work in a workmanlike manner, and that Vendor will take proper care and precautions to ensure the safety of Vendor's officers and employees. 3. Insurance: All insurance requirements applicable shall be fulfilled prior to the issuance of this Purchase Order. Vendor is responsible for keeping required insurance current until service is complete. 4. Packing Slips or other suitable shipping documents shall accompany each shipment and shall show: • Vendor company name and address ▪ Name and address of the city department to which the shipment is being made • City Purchase Order number ▪ Descriptive information as to the items delivered, including quantity and part numbers 5. Invoices for payment shall be addressed to City of Pearland and submitted to the e-mail address reflected in the Bill To field of this Purchase Order (preferred), and shall reference this Purchase Order number. If impracticable for Vendor to email, hard -copy invoice may be submitted to Accounts Payable, P.O. Box 2719, Pearland, Texas 77588- 2719, and shall reference this Purchase Order number. Payment will be made within 30 days of invoice date or satisfactory delivery of the product or service, whichever is later, provided that all other requirements as detailed in the contract have been fulfilled. 6. Taxes: This Purchase Order, when properly executed by the city, serves as a tax exemption certificate in that the City, as a municipality, claims an exemption from payment of taxes (under Texas Tax Code Section 151.309). These taxes must not be included on invoice. 7. Payment: All payments to be made by the City to Vendor, including the time of payment and the payment of interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Texas Government Code. 8. Changes / Quantities: No changes may be made to this order without written authorization from a City Purchasing representative. Exact quantities ordered should be shipped, except in instances where this is impractical such as material in bulk, uneven lengths, etc., in which case nearest amount available and not exceeding specified quantity is acceptable. 9. Quality Control: Goods supplied as a result of this Purchase Order shall be subject to approval as to quality and must conform to the highest standards of manufacturing practice. Items found defective or not meeting specifications shall be replaced at the Vendor's expense within a reasonable period of time. Payment for defective goods or goods failing to meet specifications is not due until 30 days after satisfactory replacement has been made. 10. Warranty: Vendor shall warrant that all items or services shall conform to the proposed specifications and all warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship and title. 11. Warranty — Product: Vendor shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the City. Vendor warrants that the goods provided hereto will conform to all specifications, drawings and/or descriptions of any City solicitation for bid resulting in this order. 12. Patents: Upon acceptance of this order, Vendor agrees to protect the city from any claim involving patent right infringements, copyrights, or sale franchises. 13. Shipping: All prices must be F.O.B. destination. No boxing or packing charges will be allowed by city unless specifically authorized on the face of this order. 14. Risk of Loss: Risk of loss, damage, or destruction of materials covered by this order, regardless of F.O.B. point, shall be and remain with the Vendor until the goods are delivered to the destination set out in the order and accepted by the city or city's nominee. 15. Deliveries: Delivery shall not be made to any place other than the destination indicated on this Purchase Order, except as subsequently stated in writing by authorized City Purchasing personnel, on a date prior to shipment by the Vendor. 16. Cancellations: The city reserves the right to cancel purchase orders for failure on the part of the Vendor to deliver as promised, or within a reasonable time if no delivery commitment is made, unless acceptable notification of delay is given to the city by the Vendor. 17. Liability: Any person, firm or corporation performing services pursuant to this Purchase Order shall be liable for all damages incurred while in performance of such services. Vendor assumes full responsibility for the work to be performed hereunder, and hereby releases, relinquishes, and discharges the city, its officers, agents, and employees, from all claims, demands, and causes of action of every kind and character including the cost of defense thereof, for any injury to, including death of, any person whether that person be a third person, vendor, or an employee of either parties hereto, and any loss of or damage to property, whether the same be that of either of the parties hereto or of third parties, caused by or alleged to be caused by, arising out of or in connection with the issuance of this order to vendor, whether or not said claims, demands and causes of action in whole or in part are covered by insurance. Certificate of Insurance may be required for but not limited to Commercial General Liability, Commercial Auto Liability, Workers Compensation, and Professional Liability Insurance. 18. Personal Interest in City Contracts: Vendor agrees to comply with the Personal Interest In City Contracts provision of the Pearland City Charter, Section 10.07 latest amendment which states "Personal interest in city contracts or any other actual or potential conflicts of interest shall be governed by applicable state law, including Texas Local Government Code Chapter 171." Vendor agrees to maintain current, updated disclosure of information on file with the City Purchasing Department as appropriate throughout the term of this contract. 19. Conflict of Interest (Chapter 176 of Texas Local Government Code): By doing business or seeking to do business with the city, Vendor acknowledges that they understand and accept the requirements of Chapter 176 of the Texas Local Government Code and that they are solely responsible for compliance. Vendor may register and post their Conflict of Interest questionnaires online by visiting the Supplier Registration page located on the City of Pearland's website, http://pearlandtx.gov/ 20. Applicable Law: This Purchase Order shall be interpreted and enforced according to the provisions of the State of Texas Law, and Vendor shall abide by, and be in compliance with, all applicable laws, statutes, ordinances, and regulations. 21. Venue: Both parties agree that venue for any litigation arising from this contract shall lie in Pearland, Brazoria County, Texas. 22. Arrears in Taxes: City shall be entitled to counterclaim and offset against any debt, claim, demand or account owed by the City to any person, firm or corporation who is in arrears to the City of Pearland for taxes, in the amount of taxes so in arrears, and no assignment or transfer of such debt, claim, demand or account after the said taxes are due shall affect the right of the City to offset the said taxes against the same. Bill To Ship To Accounts Payable P.O. Box 2719 Pearland, TX 77588-2719 accountspayable@pearlandtx.gov Vendor Amazon Capital Services, Inc. Vendor No. 11394 Contact Amazon Capital Services, Inc. P.O. Box 035184 Seattle, WA 98124-5184 3519 Liberty Drive PEARLAND, TX 77581 Deliver by Ship Via Freight Terms Originator Resolution Number City of Pearland Reprint Purchase Order No. 2021-00000129 10/19/20 Rose Ranzau Special Instructions Quantity U/M Description Unit Cost Total Cost 1.0000 EACH Office Supplies - General Item Description Office Supplies $1,000.0000 $1,000.00 Total Due $1,000.00 Purchase Order Terms & Conditions 1. Acceptance: Acceptance of this order must be without qualifications. Buyer hereby objects to and will not be bound by any different or additional terms and conditions contained in the acceptance unless each such different or additional term is expressly agreed to in writing by city. Vendor's action in (a) accepting this order, (b) delivering materials, or (c) performing services called for hereunder shall constitute an acceptance of terms and conditions below on this order. 2. Contractual Relationship: Vendor shall perform the work described independently and not as an employee of the city. The city has no right to supervise, direct, or control the Vendor or the Vendor's officers or employees in the means, methods, or details of the work to be performed by Vendor. The city and Vendor agree that the work performed is not inherently dangerous, that Vendor will perform the work in a workmanlike manner, and that Vendor will take proper care and precautions to ensure the safety of Vendor's officers and employees. 3. Insurance: All insurance requirements applicable shall be fulfilled prior to the issuance of this Purchase Order. Vendor is responsible for keeping required insurance current until service is complete. 4. Packing Slips or other suitable shipping documents shall accompany each shipment and shall show: • Vendor company name and address ▪ Name and address of the city department to which the shipment is being made • City Purchase Order number ▪ Descriptive information as to the items delivered, including quantity and part numbers 5. Invoices for payment shall be addressed to City of Pearland and submitted to the e-mail address reflected in the Bill To field of this Purchase Order (preferred), and shall reference this Purchase Order number. If impracticable for Vendor to email, hard -copy invoice may be submitted to Accounts Payable, P.O. Box 2719, Pearland, Texas 77588- 2719, and shall reference this Purchase Order number. Payment will be made within 30 days of invoice date or satisfactory delivery of the product or service, whichever is later, provided that all other requirements as detailed in the contract have been fulfilled. 6. Taxes: This Purchase Order, when properly executed by the city, serves as a tax exemption certificate in that the City, as a municipality, claims an exemption from payment of taxes (under Texas Tax Code Section 151.309). These taxes must not be included on invoice. 7. Payment: All payments to be made by the City to Vendor, including the time of payment and the payment of interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Texas Government Code. 8. Changes / Quantities: No changes may be made to this order without written authorization from a City Purchasing representative. Exact quantities ordered should be shipped, except in instances where this is impractical such as material in bulk, uneven lengths, etc., in which case nearest amount available and not exceeding specified quantity is acceptable. 9. Quality Control: Goods supplied as a result of this Purchase Order shall be subject to approval as to quality and must conform to the highest standards of manufacturing practice. Items found defective or not meeting specifications shall be replaced at the Vendor's expense within a reasonable period of time. Payment for defective goods or goods failing to meet specifications is not due until 30 days after satisfactory replacement has been made. 10. Warranty: Vendor shall warrant that all items or services shall conform to the proposed specifications and all warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship and title. 11. Warranty — Product: Vendor shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the City. Vendor warrants that the goods provided hereto will conform to all specifications, drawings and/or descriptions of any City solicitation for bid resulting in this order. 12. Patents: Upon acceptance of this order, Vendor agrees to protect the city from any claim involving patent right infringements, copyrights, or sale franchises. 13. Shipping: All prices must be F.O.B. destination. No boxing or packing charges will be allowed by city unless specifically authorized on the face of this order. 14. Risk of Loss: Risk of loss, damage, or destruction of materials covered by this order, regardless of F.O.B. point, shall be and remain with the Vendor until the goods are delivered to the destination set out in the order and accepted by the city or city's nominee. 15. Deliveries: Delivery shall not be made to any place other than the destination indicated on this Purchase Order, except as subsequently stated in writing by authorized City Purchasing personnel, on a date prior to shipment by the Vendor. 16. Cancellations: The city reserves the right to cancel purchase orders for failure on the part of the Vendor to deliver as promised, or within a reasonable time if no delivery commitment is made, unless acceptable notification of delay is given to the city by the Vendor. 17. Liability: Any person, firm or corporation performing services pursuant to this Purchase Order shall be liable for all damages incurred while in performance of such services. Vendor assumes full responsibility for the work to be performed hereunder, and hereby releases, relinquishes, and discharges the city, its officers, agents, and employees, from all claims, demands, and causes of action of every kind and character including the cost of defense thereof, for any injury to, including death of, any person whether that person be a third person, vendor, or an employee of either parties hereto, and any loss of or damage to property, whether the same be that of either of the parties hereto or of third parties, caused by or alleged to be caused by, arising out of or in connection with the issuance of this order to vendor, whether or not said claims, demands and causes of action in whole or in part are covered by insurance. Certificate of Insurance may be required for but not limited to Commercial General Liability, Commercial Auto Liability, Workers Compensation, and Professional Liability Insurance. 18. Personal Interest in City Contracts: Vendor agrees to comply with the Personal Interest In City Contracts provision of the Pearland City Charter, Section 10.07 latest amendment which states "Personal interest in city contracts or any other actual or potential conflicts of interest shall be governed by applicable state law, including Texas Local Government Code Chapter 171." Vendor agrees to maintain current, updated disclosure of information on file with the City Purchasing Department as appropriate throughout the term of this contract. 19. Conflict of Interest (Chapter 176 of Texas Local Government Code): By doing business or seeking to do business with the city, Vendor acknowledges that they understand and accept the requirements of Chapter 176 of the Texas Local Government Code and that they are solely responsible for compliance. Vendor may register and post their Conflict of Interest questionnaires online by visiting the Supplier Registration page located on the City of Pearland's website, http://pearlandtx.gov/ 20. Applicable Law: This Purchase Order shall be interpreted and enforced according to the provisions of the State of Texas Law, and Vendor shall abide by, and be in compliance with, all applicable laws, statutes, ordinances, and regulations. 21. Venue: Both parties agree that venue for any litigation arising from this contract shall lie in Pearland, Brazoria County, Texas. 22. Arrears in Taxes: City shall be entitled to counterclaim and offset against any debt, claim, demand or account owed by the City to any person, firm or corporation who is in arrears to the City of Pearland for taxes, in the amount of taxes so in arrears, and no assignment or transfer of such debt, claim, demand or account after the said taxes are due shall affect the right of the City to offset the said taxes against the same. Bill To Ship To Accounts Payable P.O. Box 2719 Pearland, TX 77588-2719 accountspayable@pearlandtx.gov Vendor Amazon Capital Services, Inc. Vendor No. 11394 Contact Amazon Capital Services, Inc. P.O. Box 035184 Seattle, WA 98124-5184 3519 Liberty Drive PEARLAND, TX 77581 City of Pearland Reprint Purchase Order No. 2021-00000456 11/12/20 Deliver by Ship Via Freight Terms Originator Melanie Lawson Resolution Number R2020-008 Special Instructions Quantity U/M Description Unit Cost Total Cost 1.0000 EACH Office Supplies - General Item Description Office Supplies FY21 $2,000.0000 $2,000.00 Total Due $2,000.00 Purchase Order Terms & Conditions 1. Acceptance: Acceptance of this order must be without qualifications. Buyer hereby objects to and will not be bound by any different or additional terms and conditions contained in the acceptance unless each such different or additional term is expressly agreed to in writing by city. Vendor's action in (a) accepting this order, (b) delivering materials, or (c) performing services called for hereunder shall constitute an acceptance of terms and conditions below on this order. 2. Contractual Relationship: Vendor shall perform the work described independently and not as an employee of the city. The city has no right to supervise, direct, or control the Vendor or the Vendor's officers or employees in the means, methods, or details of the work to be performed by Vendor. The city and Vendor agree that the work performed is not inherently dangerous, that Vendor will perform the work in a workmanlike manner, and that Vendor will take proper care and precautions to ensure the safety of Vendor's officers and employees. 3. Insurance: All insurance requirements applicable shall be fulfilled prior to the issuance of this Purchase Order. Vendor is responsible for keeping required insurance current until service is complete. 4. Packing Slips or other suitable shipping documents shall accompany each shipment and shall show: • Vendor company name and address ▪ Name and address of the city department to which the shipment is being made • City Purchase Order number ▪ Descriptive information as to the items delivered, including quantity and part numbers 5. Invoices for payment shall be addressed to City of Pearland and submitted to the e-mail address reflected in the Bill To field of this Purchase Order (preferred), and shall reference this Purchase Order number. If impracticable for Vendor to email, hard -copy invoice may be submitted to Accounts Payable, P.O. Box 2719, Pearland, Texas 77588- 2719, and shall reference this Purchase Order number. Payment will be made within 30 days of invoice date or satisfactory delivery of the product or service, whichever is later, provided that all other requirements as detailed in the contract have been fulfilled. 6. Taxes: This Purchase Order, when properly executed by the city, serves as a tax exemption certificate in that the City, as a municipality, claims an exemption from payment of taxes (under Texas Tax Code Section 151.309). These taxes must not be included on invoice. 7. Payment: All payments to be made by the City to Vendor, including the time of payment and the payment of interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Texas Government Code. 8. Changes / Quantities: No changes may be made to this order without written authorization from a City Purchasing representative. Exact quantities ordered should be shipped, except in instances where this is impractical such as material in bulk, uneven lengths, etc., in which case nearest amount available and not exceeding specified quantity is acceptable. 9. Quality Control: Goods supplied as a result of this Purchase Order shall be subject to approval as to quality and must conform to the highest standards of manufacturing practice. Items found defective or not meeting specifications shall be replaced at the Vendor's expense within a reasonable period of time. Payment for defective goods or goods failing to meet specifications is not due until 30 days after satisfactory replacement has been made. 10. Warranty: Vendor shall warrant that all items or services shall conform to the proposed specifications and all warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship and title. 11. Warranty — Product: Vendor shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the City. Vendor warrants that the goods provided hereto will conform to all specifications, drawings and/or descriptions of any City solicitation for bid resulting in this order. 12. Patents: Upon acceptance of this order, Vendor agrees to protect the city from any claim involving patent right infringements, copyrights, or sale franchises. 13. Shipping: All prices must be F.O.B. destination. No boxing or packing charges will be allowed by city unless specifically authorized on the face of this order. 14. Risk of Loss: Risk of loss, damage, or destruction of materials covered by this order, regardless of F.O.B. point, shall be and remain with the Vendor until the goods are delivered to the destination set out in the order and accepted by the city or city's nominee. 15. Deliveries: Delivery shall not be made to any place other than the destination indicated on this Purchase Order, except as subsequently stated in writing by authorized City Purchasing personnel, on a date prior to shipment by the Vendor. 16. Cancellations: The city reserves the right to cancel purchase orders for failure on the part of the Vendor to deliver as promised, or within a reasonable time if no delivery commitment is made, unless acceptable notification of delay is given to the city by the Vendor. 17. Liability: Any person, firm or corporation performing services pursuant to this Purchase Order shall be liable for all damages incurred while in performance of such services. Vendor assumes full responsibility for the work to be performed hereunder, and hereby releases, relinquishes, and discharges the city, its officers, agents, and employees, from all claims, demands, and causes of action of every kind and character including the cost of defense thereof, for any injury to, including death of, any person whether that person be a third person, vendor, or an employee of either parties hereto, and any loss of or damage to property, whether the same be that of either of the parties hereto or of third parties, caused by or alleged to be caused by, arising out of or in connection with the issuance of this order to vendor, whether or not said claims, demands and causes of action in whole or in part are covered by insurance. Certificate of Insurance may be required for but not limited to Commercial General Liability, Commercial Auto Liability, Workers Compensation, and Professional Liability Insurance. 18. Personal Interest in City Contracts: Vendor agrees to comply with the Personal Interest In City Contracts provision of the Pearland City Charter, Section 10.07 latest amendment which states "Personal interest in city contracts or any other actual or potential conflicts of interest shall be governed by applicable state law, including Texas Local Government Code Chapter 171." Vendor agrees to maintain current, updated disclosure of information on file with the City Purchasing Department as appropriate throughout the term of this contract. 19. Conflict of Interest (Chapter 176 of Texas Local Government Code): By doing business or seeking to do business with the city, Vendor acknowledges that they understand and accept the requirements of Chapter 176 of the Texas Local Government Code and that they are solely responsible for compliance. Vendor may register and post their Conflict of Interest questionnaires online by visiting the Supplier Registration page located on the City of Pearland's website, http://pearlandtx.gov/ 20. Applicable Law: This Purchase Order shall be interpreted and enforced according to the provisions of the State of Texas Law, and Vendor shall abide by, and be in compliance with, all applicable laws, statutes, ordinances, and regulations. 21. Venue: Both parties agree that venue for any litigation arising from this contract shall lie in Pearland, Brazoria County, Texas. 22. Arrears in Taxes: City shall be entitled to counterclaim and offset against any debt, claim, demand or account owed by the City to any person, firm or corporation who is in arrears to the City of Pearland for taxes, in the amount of taxes so in arrears, and no assignment or transfer of such debt, claim, demand or account after the said taxes are due shall affect the right of the City to offset the said taxes against the same. Bill To Ship To Accounts Payable P.O. Box 2719 Pearland, TX 77588-2719 accountspayable@pearlandtx.gov Vendor Amazon Capital Services, Inc. Vendor No. 11394 Contact Amazon Capital Services, Inc. P.O. Box 035184 Seattle, WA 98124-5184 2703 Veterans Dr PEARLAND, TX 77584 City of Pearland Reprint Purchase Order No. 2021-00000029 10/06/20 Deliver by Ship Via Freight Terms Originator Destiny Smith Resolution Number R2020-8 Special Instructions Quantity U/M Description Unit Cost Total Cost 1.0000 EACH Minor Tools & Equipment - Miscellaneous Item Description General Purchases $11,000.0000 $11,000.00 Total Due $11,000.00 Purchase Order Terms & Conditions 1. Acceptance: Acceptance of this order must be without qualifications. Buyer hereby objects to and will not be bound by any different or additional terms and conditions contained in the acceptance unless each such different or additional term is expressly agreed to in writing by city. Vendor's action in (a) accepting this order, (b) delivering materials, or (c) performing services called for hereunder shall constitute an acceptance of terms and conditions below on this order. 2. Contractual Relationship: Vendor shall perform the work described independently and not as an employee of the city. The city has no right to supervise, direct, or control the Vendor or the Vendor's officers or employees in the means, methods, or details of the work to be performed by Vendor. The city and Vendor agree that the work performed is not inherently dangerous, that Vendor will perform the work in a workmanlike manner, and that Vendor will take proper care and precautions to ensure the safety of Vendor's officers and employees. 3. Insurance: All insurance requirements applicable shall be fulfilled prior to the issuance of this Purchase Order. Vendor is responsible for keeping required insurance current until service is complete. 4. Packing Slips or other suitable shipping documents shall accompany each shipment and shall show: • Vendor company name and address ▪ Name and address of the city department to which the shipment is being made • City Purchase Order number ▪ Descriptive information as to the items delivered, including quantity and part numbers 5. Invoices for payment shall be addressed to City of Pearland and submitted to the e-mail address reflected in the Bill To field of this Purchase Order (preferred), and shall reference this Purchase Order number. If impracticable for Vendor to email, hard -copy invoice may be submitted to Accounts Payable, P.O. Box 2719, Pearland, Texas 77588- 2719, and shall reference this Purchase Order number. Payment will be made within 30 days of invoice date or satisfactory delivery of the product or service, whichever is later, provided that all other requirements as detailed in the contract have been fulfilled. 6. Taxes: This Purchase Order, when properly executed by the city, serves as a tax exemption certificate in that the City, as a municipality, claims an exemption from payment of taxes (under Texas Tax Code Section 151.309). These taxes must not be included on invoice. 7. Payment: All payments to be made by the City to Vendor, including the time of payment and the payment of interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Texas Government Code. 8. Changes / Quantities: No changes may be made to this order without written authorization from a City Purchasing representative. Exact quantities ordered should be shipped, except in instances where this is impractical such as material in bulk, uneven lengths, etc., in which case nearest amount available and not exceeding specified quantity is acceptable. 9. Quality Control: Goods supplied as a result of this Purchase Order shall be subject to approval as to quality and must conform to the highest standards of manufacturing practice. Items found defective or not meeting specifications shall be replaced at the Vendor's expense within a reasonable period of time. Payment for defective goods or goods failing to meet specifications is not due until 30 days after satisfactory replacement has been made. 10. Warranty: Vendor shall warrant that all items or services shall conform to the proposed specifications and all warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship and title. 11. Warranty — Product: Vendor shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the City. Vendor warrants that the goods provided hereto will conform to all specifications, drawings and/or descriptions of any City solicitation for bid resulting in this order. 12. Patents: Upon acceptance of this order, Vendor agrees to protect the city from any claim involving patent right infringements, copyrights, or sale franchises. 13. Shipping: All prices must be F.O.B. destination. No boxing or packing charges will be allowed by city unless specifically authorized on the face of this order. 14. Risk of Loss: Risk of loss, damage, or destruction of materials covered by this order, regardless of F.O.B. point, shall be and remain with the Vendor until the goods are delivered to the destination set out in the order and accepted by the city or city's nominee. 15. Deliveries: Delivery shall not be made to any place other than the destination indicated on this Purchase Order, except as subsequently stated in writing by authorized City Purchasing personnel, on a date prior to shipment by the Vendor. 16. Cancellations: The city reserves the right to cancel purchase orders for failure on the part of the Vendor to deliver as promised, or within a reasonable time if no delivery commitment is made, unless acceptable notification of delay is given to the city by the Vendor. 17. Liability: Any person, firm or corporation performing services pursuant to this Purchase Order shall be liable for all damages incurred while in performance of such services. Vendor assumes full responsibility for the work to be performed hereunder, and hereby releases, relinquishes, and discharges the city, its officers, agents, and employees, from all claims, demands, and causes of action of every kind and character including the cost of defense thereof, for any injury to, including death of, any person whether that person be a third person, vendor, or an employee of either parties hereto, and any loss of or damage to property, whether the same be that of either of the parties hereto or of third parties, caused by or alleged to be caused by, arising out of or in connection with the issuance of this order to vendor, whether or not said claims, demands and causes of action in whole or in part are covered by insurance. Certificate of Insurance may be required for but not limited to Commercial General Liability, Commercial Auto Liability, Workers Compensation, and Professional Liability Insurance. 18. Personal Interest in City Contracts: Vendor agrees to comply with the Personal Interest In City Contracts provision of the Pearland City Charter, Section 10.07 latest amendment which states "Personal interest in city contracts or any other actual or potential conflicts of interest shall be governed by applicable state law, including Texas Local Government Code Chapter 171." Vendor agrees to maintain current, updated disclosure of information on file with the City Purchasing Department as appropriate throughout the term of this contract. 19. Conflict of Interest (Chapter 176 of Texas Local Government Code): By doing business or seeking to do business with the city, Vendor acknowledges that they understand and accept the requirements of Chapter 176 of the Texas Local Government Code and that they are solely responsible for compliance. Vendor may register and post their Conflict of Interest questionnaires online by visiting the Supplier Registration page located on the City of Pearland's website, http://pearlandtx.gov/ 20. Applicable Law: This Purchase Order shall be interpreted and enforced according to the provisions of the State of Texas Law, and Vendor shall abide by, and be in compliance with, all applicable laws, statutes, ordinances, and regulations. 21. Venue: Both parties agree that venue for any litigation arising from this contract shall lie in Pearland, Brazoria County, Texas. 22. Arrears in Taxes: City shall be entitled to counterclaim and offset against any debt, claim, demand or account owed by the City to any person, firm or corporation who is in arrears to the City of Pearland for taxes, in the amount of taxes so in arrears, and no assignment or transfer of such debt, claim, demand or account after the said taxes are due shall affect the right of the City to offset the said taxes against the same. Bill To Ship To Accounts Payable P.O. Box 2719 Pearland, TX 77588-2719 accountspayable@pearlandtx.gov Vendor Amazon Capital Services, Inc. Vendor No. 11394 Contact Amazon Capital Services, Inc. P.O. Box 035184 Seattle, WA 98124-5184 3519 Liberty Drive PEARLAND, TX 77581 City of Pearland Reprint Purchase Order No. 2021-00000214 1 0/1 6/20 Deliver by Ship Via Freight Terms Originator Eliana Fuentes Resolution Number R2020-210 Special Instructions Quantity U/M Description Unit Cost Total Cost 1.0000 EACH Computer - Supplies Item Description IT - Minor Tools and Equipment $300.0000 $300.00 1.0000 EACH Computer - Supplies Item Description IT - Minor Tools and Equipment $300.0000 $300.00 1.0000 EACH Computer - Supplies Item Description IT - Supplies and Tools $8,000.0000 $8,000.00 Total Due $8,600.00 Purchase Order Terms & Conditions 1. Acceptance: Acceptance of this order must be without qualifications. Buyer hereby objects to and will not be bound by any different or additional terms and conditions contained in the acceptance unless each such different or additional term is expressly agreed to in writing by city. Vendor's action in (a) accepting this order, (b) delivering materials, or (c) performing services called for hereunder shall constitute an acceptance of terms and conditions below on this order. 2. Contractual Relationship: Vendor shall perform the work described independently and not as an employee of the city. The city has no right to supervise, direct, or control the Vendor or the Vendor's officers or employees in the means, methods, or details of the work to be performed by Vendor. The city and Vendor agree that the work performed is not inherently dangerous, that Vendor will perform the work in a workmanlike manner, and that Vendor will take proper care and precautions to ensure the safety of Vendor's officers and employees. 3. Insurance: All insurance requirements applicable shall be fulfilled prior to the issuance of this Purchase Order. Vendor is responsible for keeping required insurance current until service is complete. 4. Packing Slips or other suitable shipping documents shall accompany each shipment and shall show: Vendor company name and address Name and address of the city department to which the shipment is being made J City Purchase Order number Descriptive information as to the items delivered, including quantity and part numbers 5. Invoices for payment shall be addressed to City of Pearland and submitted to the e-mail address reflected in the Bill To field of this Purchase Order (preferred), and shall reference this Purchase Order number. If impracticable for Vendor to email, hard -copy invoice may be submitted to Accounts Payable, P.O. Box 2719, Pearland, Texas 77588- 2719, and shall reference this Purchase Order number. Payment will be made within 30 days of invoice date or satisfactory delivery of the product or service, whichever is later, provided that all other requirements as detailed in the contract have been fulfilled. 6. Taxes: This Purchase Order, when properly executed by the city, serves as a tax exemption certificate in that the City, as a municipality, claims an exemption from payment of taxes (under Texas Tax Code Section 151.309). These taxes must not be included on invoice. 7. Payment: All payments to be made by the City to Vendor, including the time of payment and the payment of interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Texas Government Code. 8. Changes / Quantities: No changes may be made to this order without written authorization from a City Purchasing representative. Exact quantities ordered should be shipped, except in instances where this is impractical such as material in bulk, uneven lengths, etc., in which case nearest amount available and not exceeding specified quantity is acceptable. 9. Quality Control: Goods supplied as a result of this Purchase Order shall be subject to approval as to quality and must conform to the highest standards of manufacturing practice. Items found defective or not meeting specifications shall be replaced at the Vendor's expense within a reasonable period of time. Payment for defective goods or goods failing to meet specifications is not due until 30 days after satisfactory replacement has been made. 10. Warranty: Vendor shall warrant that all items or services shall conform to the proposed specifications and all warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship and title. 11. Warranty — Product: Vendor shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the City. Vendor warrants that the goods provided hereto will conform to all specifications, drawings and/or descriptions of any City solicitation for bid resulting in this order. 12. Patents: Upon acceptance of this order, Vendor agrees to protect the city from any claim involving patent right infringements, copyrights, or sale franchises. 13. Shipping: All prices must be F.O.B. destination. No boxing or packing charges will be allowed by city unless specifically authorized on the face of this order. 14. Risk of Loss: Risk of loss, damage, or destruction of materials covered by this order, regardless of F.O.B. point, shall be and remain with the Vendor until the goods are delivered to the destination set out in the order and accepted by the city or city's nominee. 15. Deliveries: Delivery shall not be made to any place other than the destination indicated on this Purchase Order, except as subsequently stated in writing by authorized City Purchasing personnel, on a date prior to shipment by the Vendor. 16. Cancellations: The city reserves the right to cancel purchase orders for failure on the part of the Vendor to deliver as promised, or within a reasonable time if no delivery commitment is made, unless acceptable notification of delay is given to the city by the Vendor. 17. Liability: Any person, firm or corporation performing services pursuant to this Purchase Order shall be liable for all damages incurred while in performance of such services. Vendor assumes full responsibility for the work to be performed hereunder, and hereby releases, relinquishes, and discharges the city, its officers, agents, and employees, from all claims, demands, and causes of action of every kind and character including the cost of defense thereof, for any injury to, including death of, any person whether that person be a third person, vendor, or an employee of either parties hereto, and any loss of or damage to property, whether the same be that of either of the parties hereto or of third parties, caused by or alleged to be caused by, arising out of or in connection with the issuance of this order to vendor, whether or not said claims, demands and causes of action in whole or in part are covered by insurance. Certificate of Insurance may be required for but not limited to Commercial General Liability, Commercial Auto Liability, Workers Compensation, and Professional Liability Insurance. 18. Personal Interest in City Contracts: Vendor agrees to comply with the Personal Interest In City Contracts provision of the Pearland City Charter, Section 10.07 latest amendment which states "Personal interest in city contracts or any other actual or potential conflicts of interest shall be governed by applicable state law, including Texas Local Government Code Chapter 171." Vendor agrees to maintain current, updated disclosure of information on file with the City Purchasing Department as appropriate throughout the term of this contract. 19. Conflict of Interest (Chapter 176 of Texas Local Government Code): By doing business or seeking to do business with the city, Vendor acknowledges that they understand and accept the requirements of Chapter 176 of the Texas Local Government Code and that they are solely responsible for compliance. Vendor may register and post their Conflict of Interest questionnaires online by visiting the Supplier Registration page located on the City of Pearland's website, http://pearlandtx.gov/ 20. Applicable Law: This Purchase Order shall be interpreted and enforced according to the provisions of the State of Texas Law, and Vendor shall abide by, and be in compliance with, all applicable laws, statutes, ordinances, and regulations. 21. Venue: Both parties agree that venue for any litigation arising from this contract shall lie in Pearland, Brazoria County, Texas. 22. Arrears in Taxes: City shall be entitled to counterclaim and offset against any debt, claim, demand or account owed by the City to any person, firm or corporation who is in arrears to the City of Pearland for taxes, in the amount of taxes so in arrears, and no assignment or transfer of such debt, claim, demand or account after the said taxes are due shall affect the right of the City to offset the said taxes against the same. Bill To Ship To Accounts Payable P.O. Box 2719 Pearland, TX 77588-2719 accountspayable@pearlandtx.gov Vendor Amazon Capital Services, Inc. Vendor No. 11394 Contact Amazon Capital Services, Inc. P.O. Box 035184 Seattle, WA 98124-5184 4141 Bailey Road PEARLAND, TX 77584 City of Pearland Reprint Purchase Order No. 2021-00000039 10/07/20 Deliver by Ship Via Freight Terms Originator Mabelyn Moran Resolution Number R2020-008 Special Instructions Quantity U/M Description Unit Cost Total Cost 1.0000 EACH Program Expenses Item Description Parks & Recreation - Program & Operations Supplies $15,000.0000 $15,000.00 Total Due $15,000.00 Purchase Order Terms & Conditions 1. Acceptance: Acceptance of this order must be without qualifications. Buyer hereby objects to and will not be bound by any different or additional terms and conditions contained in the acceptance unless each such different or additional term is expressly agreed to in writing by city. Vendor's action in (a) accepting this order, (b) delivering materials, or (c) performing services called for hereunder shall constitute an acceptance of terms and conditions below on this order. 2. Contractual Relationship: Vendor shall perform the work described independently and not as an employee of the city. The city has no right to supervise, direct, or control the Vendor or the Vendor's officers or employees in the means, methods, or details of the work to be performed by Vendor. The city and Vendor agree that the work performed is not inherently dangerous, that Vendor will perform the work in a workmanlike manner, and that Vendor will take proper care and precautions to ensure the safety of Vendor's officers and employees. 3. Insurance: All insurance requirements applicable shall be fulfilled prior to the issuance of this Purchase Order. Vendor is responsible for keeping required insurance current until service is complete. 4. Packing Slips or other suitable shipping documents shall accompany each shipment and shall show: • Vendor company name and address ▪ Name and address of the city department to which the shipment is being made • City Purchase Order number ▪ Descriptive information as to the items delivered, including quantity and part numbers 5. Invoices for payment shall be addressed to City of Pearland and submitted to the e-mail address reflected in the Bill To field of this Purchase Order (preferred), and shall reference this Purchase Order number. If impracticable for Vendor to email, hard -copy invoice may be submitted to Accounts Payable, P.O. Box 2719, Pearland, Texas 77588- 2719, and shall reference this Purchase Order number. Payment will be made within 30 days of invoice date or satisfactory delivery of the product or service, whichever is later, provided that all other requirements as detailed in the contract have been fulfilled. 6. Taxes: This Purchase Order, when properly executed by the city, serves as a tax exemption certificate in that the City, as a municipality, claims an exemption from payment of taxes (under Texas Tax Code Section 151.309). These taxes must not be included on invoice. 7. Payment: All payments to be made by the City to Vendor, including the time of payment and the payment of interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Texas Government Code. 8. Changes / Quantities: No changes may be made to this order without written authorization from a City Purchasing representative. Exact quantities ordered should be shipped, except in instances where this is impractical such as material in bulk, uneven lengths, etc., in which case nearest amount available and not exceeding specified quantity is acceptable. 9. Quality Control: Goods supplied as a result of this Purchase Order shall be subject to approval as to quality and must conform to the highest standards of manufacturing practice. Items found defective or not meeting specifications shall be replaced at the Vendor's expense within a reasonable period of time. Payment for defective goods or goods failing to meet specifications is not due until 30 days after satisfactory replacement has been made. 10. Warranty: Vendor shall warrant that all items or services shall conform to the proposed specifications and all warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship and title. 11. Warranty — Product: Vendor shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the City. Vendor warrants that the goods provided hereto will conform to all specifications, drawings and/or descriptions of any City solicitation for bid resulting in this order. 12. Patents: Upon acceptance of this order, Vendor agrees to protect the city from any claim involving patent right infringements, copyrights, or sale franchises. 13. Shipping: All prices must be F.O.B. destination. No boxing or packing charges will be allowed by city unless specifically authorized on the face of this order. 14. Risk of Loss: Risk of loss, damage, or destruction of materials covered by this order, regardless of F.O.B. point, shall be and remain with the Vendor until the goods are delivered to the destination set out in the order and accepted by the city or city's nominee. 15. Deliveries: Delivery shall not be made to any place other than the destination indicated on this Purchase Order, except as subsequently stated in writing by authorized City Purchasing personnel, on a date prior to shipment by the Vendor. 16. Cancellations: The city reserves the right to cancel purchase orders for failure on the part of the Vendor to deliver as promised, or within a reasonable time if no delivery commitment is made, unless acceptable notification of delay is given to the city by the Vendor. 17. Liability: Any person, firm or corporation performing services pursuant to this Purchase Order shall be liable for all damages incurred while in performance of such services. Vendor assumes full responsibility for the work to be performed hereunder, and hereby releases, relinquishes, and discharges the city, its officers, agents, and employees, from all claims, demands, and causes of action of every kind and character including the cost of defense thereof, for any injury to, including death of, any person whether that person be a third person, vendor, or an employee of either parties hereto, and any loss of or damage to property, whether the same be that of either of the parties hereto or of third parties, caused by or alleged to be caused by, arising out of or in connection with the issuance of this order to vendor, whether or not said claims, demands and causes of action in whole or in part are covered by insurance. Certificate of Insurance may be required for but not limited to Commercial General Liability, Commercial Auto Liability, Workers Compensation, and Professional Liability Insurance. 18. Personal Interest in City Contracts: Vendor agrees to comply with the Personal Interest In City Contracts provision of the Pearland City Charter, Section 10.07 latest amendment which states "Personal interest in city contracts or any other actual or potential conflicts of interest shall be governed by applicable state law, including Texas Local Government Code Chapter 171." Vendor agrees to maintain current, updated disclosure of information on file with the City Purchasing Department as appropriate throughout the term of this contract. 19. Conflict of Interest (Chapter 176 of Texas Local Government Code): By doing business or seeking to do business with the city, Vendor acknowledges that they understand and accept the requirements of Chapter 176 of the Texas Local Government Code and that they are solely responsible for compliance. Vendor may register and post their Conflict of Interest questionnaires online by visiting the Supplier Registration page located on the City of Pearland's website, http://pearlandtx.gov/ 20. Applicable Law: This Purchase Order shall be interpreted and enforced according to the provisions of the State of Texas Law, and Vendor shall abide by, and be in compliance with, all applicable laws, statutes, ordinances, and regulations. 21. Venue: Both parties agree that venue for any litigation arising from this contract shall lie in Pearland, Brazoria County, Texas. 22. Arrears in Taxes: City shall be entitled to counterclaim and offset against any debt, claim, demand or account owed by the City to any person, firm or corporation who is in arrears to the City of Pearland for taxes, in the amount of taxes so in arrears, and no assignment or transfer of such debt, claim, demand or account after the said taxes are due shall affect the right of the City to offset the said taxes against the same. Bill To Ship To Accounts Payable P.O. Box 2719 Pearland, TX 77588-2719 accountspayable@pearlandtx.gov Vendor Amazon Capital Services, Inc. Vendor No. 11394 Contact Amazon Capital Services, Inc. P.O. Box 035184 Seattle, WA 98124-5184 2555 Cullen PEARLAND, TX 77584 City of Pearland Reprint Purchase Order No. 2021-00000052 1 0/1 5/20 Deliver by Ship Via Freight Terms Originator Kasie Christman Resolution Number R2020-210 Special Instructions Quantity U/M Description Unit Cost Total Cost 1.0000 EACH Miscellaneous Materials/Supplies Item Description Coffee Supplies (Better Price-Kcups) $1,000.0000 $1,000.00 1.0000 EACH Books, Periodicals & Subscriptions Item Description Books for Promotional Testing $1,500.0000 $1,500.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description Miscellaneous Items-Admin $850.0000 $850.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description Animal Services Misc./Medical Supplies $750.0000 $750.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description Animal Services Equipment needed $750.0000 $750.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description Pet food- Animal Services $750.0000 $750.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description Training supplies needed $1,500.0000 $1,500.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description CID Supplies needed $1,500.0000 $1,500.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description Jail Supplies $750.0000 $750.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description Misc Patrol Items: Batteries/Labels/Etc. $4,000.0000 $4,000.00 1.0000 EACH Uniforms - Purchase Item Description Wearing Apparel expenses $1,000.0000 $1,000.00 1.0000 EACH Photography/Video Equipment & Supplies Item Description Photography supplies $750.0000 $750.00 Bill To Ship To Accounts Payable P.O. Box 2719 Pearland, TX 77588-2719 accountspayable@pearlandtx.gov Vendor Amazon Capital Services, Inc. Vendor No. 11394 Contact Amazon Capital Services, Inc. P.O. Box 035184 Seattle, WA 98124-5184 2555 Cullen PEARLAND, TX 77584 City of Pearland Reprint Purchase Order No. 2021-00000052 1 0/1 5/20 Deliver by Ship Via Freight Terms Originator Kasie Christman Resolution Number R2020-210 Special Instructions Quantity U/M Description Unit Cost Total Cost 1.0000 EACH Minor Tools & Equipment - Miscellaneous Item Description Patrol Minor Tools/Equipment $2,000.0000 $2,000.00 Total Due $17,100.00 Purchase Order Terms & Conditions 1. Acceptance: Acceptance of this order must be without qualifications. Buyer hereby objects to and will not be bound by any different or additional terms and conditions contained in the acceptance unless each such different or additional term is expressly agreed to in writing by city. Vendor's action in (a) accepting this order, (b) delivering materials, or (c) performing services called for hereunder shall constitute an acceptance of terms and conditions below on this order. 2. Contractual Relationship: Vendor shall perform the work described independently and not as an employee of the city. The city has no right to supervise, direct, or control the Vendor or the Vendor's officers or employees in the means, methods, or details of the work to be performed by Vendor. The city and Vendor agree that the work performed is not inherently dangerous, that Vendor will perform the work in a workmanlike manner, and that Vendor will take proper care and precautions to ensure the safety of Vendor's officers and employees. 3. Insurance: All insurance requirements applicable shall be fulfilled prior to the issuance of this Purchase Order. Vendor is responsible for keeping required insurance current until service is complete. 4. Packing Slips or other suitable shipping documents shall accompany each shipment and shall show: • Vendor company name and address ▪ Name and address of the city department to which the shipment is being made • City Purchase Order number ▪ Descriptive information as to the items delivered, including quantity and part numbers 5. Invoices for payment shall be addressed to City of Pearland and submitted to the e-mail address reflected in the Bill To field of this Purchase Order (preferred), and shall reference this Purchase Order number. If impracticable for Vendor to email, hard -copy invoice may be submitted to Accounts Payable, P.O. Box 2719, Pearland, Texas 77588- 2719, and shall reference this Purchase Order number. Payment will be made within 30 days of invoice date or satisfactory delivery of the product or service, whichever is later, provided that all other requirements as detailed in the contract have been fulfilled. 6. Taxes: This Purchase Order, when properly executed by the city, serves as a tax exemption certificate in that the City, as a municipality, claims an exemption from payment of taxes (under Texas Tax Code Section 151.309). These taxes must not be included on invoice. 7. Payment: All payments to be made by the City to Vendor, including the time of payment and the payment of interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Texas Government Code. 8. Changes / Quantities: No changes may be made to this order without written authorization from a City Purchasing representative. Exact quantities ordered should be shipped, except in instances where this is impractical such as material in bulk, uneven lengths, etc., in which case nearest amount available and not exceeding specified quantity is acceptable. 9. Quality Control: Goods supplied as a result of this Purchase Order shall be subject to approval as to quality and must conform to the highest standards of manufacturing practice. Items found defective or not meeting specifications shall be replaced at the Vendor's expense within a reasonable period of time. Payment for defective goods or goods failing to meet specifications is not due until 30 days after satisfactory replacement has been made. 10. Warranty: Vendor shall warrant that all items or services shall conform to the proposed specifications and all warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship and title. 11. Warranty — Product: Vendor shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the City. Vendor warrants that the goods provided hereto will conform to all specifications, drawings and/or descriptions of any City solicitation for bid resulting in this order. 12. Patents: Upon acceptance of this order, Vendor agrees to protect the city from any claim involving patent right infringements, copyrights, or sale franchises. 13. Shipping: All prices must be F.O.B. destination. No boxing or packing charges will be allowed by city unless specifically authorized on the face of this order. 14. Risk of Loss: Risk of loss, damage, or destruction of materials covered by this order, regardless of F.O.B. point, shall be and remain with the Vendor until the goods are delivered to the destination set out in the order and accepted by the city or city's nominee. 15. Deliveries: Delivery shall not be made to any place other than the destination indicated on this Purchase Order, except as subsequently stated in writing by authorized City Purchasing personnel, on a date prior to shipment by the Vendor. 16. Cancellations: The city reserves the right to cancel purchase orders for failure on the part of the Vendor to deliver as promised, or within a reasonable time if no delivery commitment is made, unless acceptable notification of delay is given to the city by the Vendor. 17. Liability: Any person, firm or corporation performing services pursuant to this Purchase Order shall be liable for all damages incurred while in performance of such services. Vendor assumes full responsibility for the work to be performed hereunder, and hereby releases, relinquishes, and discharges the city, its officers, agents, and employees, from all claims, demands, and causes of action of every kind and character including the cost of defense thereof, for any injury to, including death of, any person whether that person be a third person, vendor, or an employee of either parties hereto, and any loss of or damage to property, whether the same be that of either of the parties hereto or of third parties, caused by or alleged to be caused by, arising out of or in connection with the issuance of this order to vendor, whether or not said claims, demands and causes of action in whole or in part are covered by insurance. Certificate of Insurance may be required for but not limited to Commercial General Liability, Commercial Auto Liability, Workers Compensation, and Professional Liability Insurance. 18. Personal Interest in City Contracts: Vendor agrees to comply with the Personal Interest In City Contracts provision of the Pearland City Charter, Section 10.07 latest amendment which states "Personal interest in city contracts or any other actual or potential conflicts of interest shall be governed by applicable state law, including Texas Local Government Code Chapter 171." Vendor agrees to maintain current, updated disclosure of information on file with the City Purchasing Department as appropriate throughout the term of this contract. 19. Conflict of Interest (Chapter 176 of Texas Local Government Code): By doing business or seeking to do business with the city, Vendor acknowledges that they understand and accept the requirements of Chapter 176 of the Texas Local Government Code and that they are solely responsible for compliance. Vendor may register and post their Conflict of Interest questionnaires online by visiting the Supplier Registration page located on the City of Pearland's website, http://pearlandtx.gov/ 20. Applicable Law: This Purchase Order shall be interpreted and enforced according to the provisions of the State of Texas Law, and Vendor shall abide by, and be in compliance with, all applicable laws, statutes, ordinances, and regulations. 21. Venue: Both parties agree that venue for any litigation arising from this contract shall lie in Pearland, Brazoria County, Texas. 22. Arrears in Taxes: City shall be entitled to counterclaim and offset against any debt, claim, demand or account owed by the City to any person, firm or corporation who is in arrears to the City of Pearland for taxes, in the amount of taxes so in arrears, and no assignment or transfer of such debt, claim, demand or account after the said taxes are due shall affect the right of the City to offset the said taxes against the same. Bill To Ship To Accounts Payable P.O. Box 2719 Pearland, TX 77588-2719 accountspayable@pearlandtx.gov Vendor Amazon Capital Services, Inc. Vendor No. 11394 Contact Amazon Capital Services, Inc. P.O. Box 035184 Seattle, WA 98124-5184 3519 Liberty Drive PEARLAND, TX 77581 City of Pearland Reprint Purchase Order No. 2021-00000214 1 0/1 6/20 Deliver by Ship Via Freight Terms Originator Eliana Fuentes Resolution Number R2020-210 Special Instructions Quantity U/M Description Unit Cost Total Cost 1.0000 EACH Computer - Supplies Item Description IT - Minor Tools and Equipment $300.0000 $300.00 1.0000 EACH Computer - Supplies Item Description IT - Minor Tools and Equipment $300.0000 $300.00 1.0000 EACH Computer - Supplies Item Description IT - Supplies and Tools $8,000.0000 $8,000.00 Total Due $8,600.00 Purchase Order Terms & Conditions 1. Acceptance: Acceptance of this order must be without qualifications. Buyer hereby objects to and will not be bound by any different or additional terms and conditions contained in the acceptance unless each such different or additional term is expressly agreed to in writing by city. Vendor's action in (a) accepting this order, (b) delivering materials, or (c) performing services called for hereunder shall constitute an acceptance of terms and conditions below on this order. 2. Contractual Relationship: Vendor shall perform the work described independently and not as an employee of the city. The city has no right to supervise, direct, or control the Vendor or the Vendor's officers or employees in the means, methods, or details of the work to be performed by Vendor. The city and Vendor agree that the work performed is not inherently dangerous, that Vendor will perform the work in a workmanlike manner, and that Vendor will take proper care and precautions to ensure the safety of Vendor's officers and employees. 3. Insurance: All insurance requirements applicable shall be fulfilled prior to the issuance of this Purchase Order. Vendor is responsible for keeping required insurance current until service is complete. 4. Packing Slips or other suitable shipping documents shall accompany each shipment and shall show: Vendor company name and address Name and address of the city department to which the shipment is being made J City Purchase Order number Descriptive information as to the items delivered, including quantity and part numbers 5. Invoices for payment shall be addressed to City of Pearland and submitted to the e-mail address reflected in the Bill To field of this Purchase Order (preferred), and shall reference this Purchase Order number. If impracticable for Vendor to email, hard -copy invoice may be submitted to Accounts Payable, P.O. Box 2719, Pearland, Texas 77588- 2719, and shall reference this Purchase Order number. Payment will be made within 30 days of invoice date or satisfactory delivery of the product or service, whichever is later, provided that all other requirements as detailed in the contract have been fulfilled. 6. Taxes: This Purchase Order, when properly executed by the city, serves as a tax exemption certificate in that the City, as a municipality, claims an exemption from payment of taxes (under Texas Tax Code Section 151.309). These taxes must not be included on invoice. 7. Payment: All payments to be made by the City to Vendor, including the time of payment and the payment of interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Texas Government Code. 8. Changes / Quantities: No changes may be made to this order without written authorization from a City Purchasing representative. Exact quantities ordered should be shipped, except in instances where this is impractical such as material in bulk, uneven lengths, etc., in which case nearest amount available and not exceeding specified quantity is acceptable. 9. Quality Control: Goods supplied as a result of this Purchase Order shall be subject to approval as to quality and must conform to the highest standards of manufacturing practice. Items found defective or not meeting specifications shall be replaced at the Vendor's expense within a reasonable period of time. Payment for defective goods or goods failing to meet specifications is not due until 30 days after satisfactory replacement has been made. 10. Warranty: Vendor shall warrant that all items or services shall conform to the proposed specifications and all warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship and title. 11. Warranty — Product: Vendor shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the City. Vendor warrants that the goods provided hereto will conform to all specifications, drawings and/or descriptions of any City solicitation for bid resulting in this order. 12. Patents: Upon acceptance of this order, Vendor agrees to protect the city from any claim involving patent right infringements, copyrights, or sale franchises. 13. Shipping: All prices must be F.O.B. destination. No boxing or packing charges will be allowed by city unless specifically authorized on the face of this order. 14. Risk of Loss: Risk of loss, damage, or destruction of materials covered by this order, regardless of F.O.B. point, shall be and remain with the Vendor until the goods are delivered to the destination set out in the order and accepted by the city or city's nominee. 15. Deliveries: Delivery shall not be made to any place other than the destination indicated on this Purchase Order, except as subsequently stated in writing by authorized City Purchasing personnel, on a date prior to shipment by the Vendor. 16. Cancellations: The city reserves the right to cancel purchase orders for failure on the part of the Vendor to deliver as promised, or within a reasonable time if no delivery commitment is made, unless acceptable notification of delay is given to the city by the Vendor. 17. Liability: Any person, firm or corporation performing services pursuant to this Purchase Order shall be liable for all damages incurred while in performance of such services. Vendor assumes full responsibility for the work to be performed hereunder, and hereby releases, relinquishes, and discharges the city, its officers, agents, and employees, from all claims, demands, and causes of action of every kind and character including the cost of defense thereof, for any injury to, including death of, any person whether that person be a third person, vendor, or an employee of either parties hereto, and any loss of or damage to property, whether the same be that of either of the parties hereto or of third parties, caused by or alleged to be caused by, arising out of or in connection with the issuance of this order to vendor, whether or not said claims, demands and causes of action in whole or in part are covered by insurance. Certificate of Insurance may be required for but not limited to Commercial General Liability, Commercial Auto Liability, Workers Compensation, and Professional Liability Insurance. 18. Personal Interest in City Contracts: Vendor agrees to comply with the Personal Interest In City Contracts provision of the Pearland City Charter, Section 10.07 latest amendment which states "Personal interest in city contracts or any other actual or potential conflicts of interest shall be governed by applicable state law, including Texas Local Government Code Chapter 171." Vendor agrees to maintain current, updated disclosure of information on file with the City Purchasing Department as appropriate throughout the term of this contract. 19. Conflict of Interest (Chapter 176 of Texas Local Government Code): By doing business or seeking to do business with the city, Vendor acknowledges that they understand and accept the requirements of Chapter 176 of the Texas Local Government Code and that they are solely responsible for compliance. Vendor may register and post their Conflict of Interest questionnaires online by visiting the Supplier Registration page located on the City of Pearland's website, http://pearlandtx.gov/ 20. Applicable Law: This Purchase Order shall be interpreted and enforced according to the provisions of the State of Texas Law, and Vendor shall abide by, and be in compliance with, all applicable laws, statutes, ordinances, and regulations. 21. Venue: Both parties agree that venue for any litigation arising from this contract shall lie in Pearland, Brazoria County, Texas. 22. Arrears in Taxes: City shall be entitled to counterclaim and offset against any debt, claim, demand or account owed by the City to any person, firm or corporation who is in arrears to the City of Pearland for taxes, in the amount of taxes so in arrears, and no assignment or transfer of such debt, claim, demand or account after the said taxes are due shall affect the right of the City to offset the said taxes against the same. Bill To Ship To Accounts Payable P.O. Box 2719 Pearland, TX 77588-2719 accountspayable@pearlandtx.gov Vendor Amazon Capital Services, Inc. Vendor No. 11394 Contact Amazon Capital Services, Inc. P.O. Box 035184 Seattle, WA 98124-5184 2555 Cullen PEARLAND, TX 77584 City of Pearland Reprint Purchase Order No. 2021-00000052 1 0/1 5/20 Deliver by Ship Via Freight Terms Originator Kasie Christman Resolution Number R2020-210 Special Instructions Quantity U/M Description Unit Cost Total Cost 1.0000 EACH Miscellaneous Materials/Supplies Item Description Coffee Supplies (Better Price-Kcups) $1,000.0000 $1,000.00 1.0000 EACH Books, Periodicals & Subscriptions Item Description Books for Promotional Testing $1,500.0000 $1,500.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description Miscellaneous Items-Admin $850.0000 $850.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description Animal Services Misc./Medical Supplies $750.0000 $750.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description Animal Services Equipment needed $750.0000 $750.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description Pet food- Animal Services $750.0000 $750.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description Training supplies needed $1,500.0000 $1,500.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description CID Supplies needed $1,500.0000 $1,500.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description Jail Supplies $750.0000 $750.00 1.0000 EACH Miscellaneous Materials/Supplies Item Description Misc Patrol Items: Batteries/Labels/Etc. $4,000.0000 $4,000.00 1.0000 EACH Uniforms - Purchase Item Description Wearing Apparel expenses $1,000.0000 $1,000.00 1.0000 EACH Photography/Video Equipment & Supplies Item Description Photography supplies $750.0000 $750.00 Bill To Ship To Accounts Payable P.O. Box 2719 Pearland, TX 77588-2719 accountspayable@pearlandtx.gov Vendor Amazon Capital Services, Inc. Vendor No. 11394 Contact Amazon Capital Services, Inc. P.O. Box 035184 Seattle, WA 98124-5184 2555 Cullen PEARLAND, TX 77584 City of Pearland Reprint Purchase Order No. 2021-00000052 1 0/1 5/20 Deliver by Ship Via Freight Terms Originator Kasie Christman Resolution Number R2020-210 Special Instructions Quantity U/M Description Unit Cost Total Cost 1.0000 EACH Minor Tools & Equipment - Miscellaneous Item Description Patrol Minor Tools/Equipment $2,000.0000 $2,000.00 Total Due $17,100.00 Purchase Order Terms & Conditions 1. Acceptance: Acceptance of this order must be without qualifications. Buyer hereby objects to and will not be bound by any different or additional terms and conditions contained in the acceptance unless each such different or additional term is expressly agreed to in writing by city. Vendor's action in (a) accepting this order, (b) delivering materials, or (c) performing services called for hereunder shall constitute an acceptance of terms and conditions below on this order. 2. Contractual Relationship: Vendor shall perform the work described independently and not as an employee of the city. The city has no right to supervise, direct, or control the Vendor or the Vendor's officers or employees in the means, methods, or details of the work to be performed by Vendor. The city and Vendor agree that the work performed is not inherently dangerous, that Vendor will perform the work in a workmanlike manner, and that Vendor will take proper care and precautions to ensure the safety of Vendor's officers and employees. 3. Insurance: All insurance requirements applicable shall be fulfilled prior to the issuance of this Purchase Order. Vendor is responsible for keeping required insurance current until service is complete. 4. Packing Slips or other suitable shipping documents shall accompany each shipment and shall show: • Vendor company name and address ▪ Name and address of the city department to which the shipment is being made • City Purchase Order number ▪ Descriptive information as to the items delivered, including quantity and part numbers 5. Invoices for payment shall be addressed to City of Pearland and submitted to the e-mail address reflected in the Bill To field of this Purchase Order (preferred), and shall reference this Purchase Order number. If impracticable for Vendor to email, hard -copy invoice may be submitted to Accounts Payable, P.O. Box 2719, Pearland, Texas 77588- 2719, and shall reference this Purchase Order number. Payment will be made within 30 days of invoice date or satisfactory delivery of the product or service, whichever is later, provided that all other requirements as detailed in the contract have been fulfilled. 6. Taxes: This Purchase Order, when properly executed by the city, serves as a tax exemption certificate in that the City, as a municipality, claims an exemption from payment of taxes (under Texas Tax Code Section 151.309). These taxes must not be included on invoice. 7. Payment: All payments to be made by the City to Vendor, including the time of payment and the payment of interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Texas Government Code. 8. Changes / Quantities: No changes may be made to this order without written authorization from a City Purchasing representative. Exact quantities ordered should be shipped, except in instances where this is impractical such as material in bulk, uneven lengths, etc., in which case nearest amount available and not exceeding specified quantity is acceptable. 9. Quality Control: Goods supplied as a result of this Purchase Order shall be subject to approval as to quality and must conform to the highest standards of manufacturing practice. Items found defective or not meeting specifications shall be replaced at the Vendor's expense within a reasonable period of time. Payment for defective goods or goods failing to meet specifications is not due until 30 days after satisfactory replacement has been made. 10. Warranty: Vendor shall warrant that all items or services shall conform to the proposed specifications and all warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship and title. 11. Warranty — Product: Vendor shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the City. Vendor warrants that the goods provided hereto will conform to all specifications, drawings and/or descriptions of any City solicitation for bid resulting in this order. 12. Patents: Upon acceptance of this order, Vendor agrees to protect the city from any claim involving patent right infringements, copyrights, or sale franchises. 13. Shipping: All prices must be F.O.B. destination. No boxing or packing charges will be allowed by city unless specifically authorized on the face of this order. 14. Risk of Loss: Risk of loss, damage, or destruction of materials covered by this order, regardless of F.O.B. point, shall be and remain with the Vendor until the goods are delivered to the destination set out in the order and accepted by the city or city's nominee. 15. Deliveries: Delivery shall not be made to any place other than the destination indicated on this Purchase Order, except as subsequently stated in writing by authorized City Purchasing personnel, on a date prior to shipment by the Vendor. 16. Cancellations: The city reserves the right to cancel purchase orders for failure on the part of the Vendor to deliver as promised, or within a reasonable time if no delivery commitment is made, unless acceptable notification of delay is given to the city by the Vendor. 17. Liability: Any person, firm or corporation performing services pursuant to this Purchase Order shall be liable for all damages incurred while in performance of such services. Vendor assumes full responsibility for the work to be performed hereunder, and hereby releases, relinquishes, and discharges the city, its officers, agents, and employees, from all claims, demands, and causes of action of every kind and character including the cost of defense thereof, for any injury to, including death of, any person whether that person be a third person, vendor, or an employee of either parties hereto, and any loss of or damage to property, whether the same be that of either of the parties hereto or of third parties, caused by or alleged to be caused by, arising out of or in connection with the issuance of this order to vendor, whether or not said claims, demands and causes of action in whole or in part are covered by insurance. Certificate of Insurance may be required for but not limited to Commercial General Liability, Commercial Auto Liability, Workers Compensation, and Professional Liability Insurance. 18. Personal Interest in City Contracts: Vendor agrees to comply with the Personal Interest In City Contracts provision of the Pearland City Charter, Section 10.07 latest amendment which states "Personal interest in city contracts or any other actual or potential conflicts of interest shall be governed by applicable state law, including Texas Local Government Code Chapter 171." Vendor agrees to maintain current, updated disclosure of information on file with the City Purchasing Department as appropriate throughout the term of this contract. 19. Conflict of Interest (Chapter 176 of Texas Local Government Code): By doing business or seeking to do business with the city, Vendor acknowledges that they understand and accept the requirements of Chapter 176 of the Texas Local Government Code and that they are solely responsible for compliance. Vendor may register and post their Conflict of Interest questionnaires online by visiting the Supplier Registration page located on the City of Pearland's website, http://pearlandtx.gov/ 20. Applicable Law: This Purchase Order shall be interpreted and enforced according to the provisions of the State of Texas Law, and Vendor shall abide by, and be in compliance with, all applicable laws, statutes, ordinances, and regulations. 21. Venue: Both parties agree that venue for any litigation arising from this contract shall lie in Pearland, Brazoria County, Texas. 22. Arrears in Taxes: City shall be entitled to counterclaim and offset against any debt, claim, demand or account owed by the City to any person, firm or corporation who is in arrears to the City of Pearland for taxes, in the amount of taxes so in arrears, and no assignment or transfer of such debt, claim, demand or account after the said taxes are due shall affect the right of the City to offset the said taxes against the same. OMNIA PARTNERS ON-LINE MARKETPLACE FOR THE PURCHASES OF PRODUCTS AND SERVICES Executive Summary Lead Agency: Prince William County Public Schools Solicitation: R-TC-17006 RFP Issued: September 14, 2016 Pre -Proposal Date: N/A Response Due Date: October 14, 2016 Proposals Received: #12 Awarded to: Amazon Services, LLC, Contract #R-TC-17006 Prince William County Public Schools Purchasing Office issued RFP #R-TC-17006 on September 14, 2016, to establish a national cooperative contract for an On-line Marketplace for the Purchases of Products and Services. The solicitation included cooperative purchasing in Section 1. Purpose: The Purpose and Intent of this Request for Proposal (RFP) is to establish a cooperative contract, or contracts, for an On-line Marketplace for the purchase of the product categories in Section 4.1 for Prince William County Public Schools, Virginia, (herein referred to as "PWCS" or "Lead Public Agency") on behalf of all states, local governments, school districts, and higher education institutions in the United States of America, and other governmental agencies and nonprofit organizations (herein "Participating Public Agencies) through sealed proposals from qualified sources to establish term contract, to include delivery, through competitive negotiations in accordance with the statement of needs, terms and conditions stated herein. Notice of the solicitation was sent to potential offerors, as well as advertised in the following: • Daily Journal of Commerce, OR • Fauquier Times, VA • The Honolulu Star, HI • The Buy Line Blog-City Purchasing, Seattle.gov • The New York State Contract Reporter, NYSCR.ny.gov • ONVIA • Merx.com • U.S. Communities • Prince William County Public Schools, VA • Virginia's e-Procurement Portal, eVA, dgs.virginia.gov • Washington's Electronic Business Solutions On October 14, 2016 proposals were received from the following offerors: • American Product Distributors • Hi -Touch • Complete Book & Media Supply • Music and Arts • Innoseal • LD Products Page 1 of 2 • World ERP • Amazon Services, LLC/Amazon Business • Essendent Co. • Peripole, Inc. d.b.a. Peripole-Bergerault, Inc. • Scull Studios, LLC • Textbook Warehouse, LLC Seven (7) proposals were deemed non -responsive, five (5) proposals were deemed responsive and evaluated by an evaluation committee. The five (5) responsive proposals are Amazon Services LLC/Amazon Business, Essendent, Peripole, Scull Studios and Textbook Warehouse. Using the evaluation criteria established in the RFP, the committee elected to award to Amazon Services, LLC /Amazon Business for an online marketplace. Contract includes: Amazon Business has everything you love about Amazon, tailored for the public sector, including state and local government agencies, public and private K-12 school districts and higher education organizations, and nonprofit businesses. Solution benefits include: • Offers comparison shopping • Approval workflows • Tax Exemption Program • Level 3 transaction reporting • Enable spending controls • Reporting and analytics Term: Initial five-year agreement from January 19, 2017 through January 18, 2022 with the option to renew for three (3) additional two (2) year periods through January 18, 2028. Pricing/Discount: The Prince William County Public Schools, VA awarded online marketplace makes it easy to compare prices and find the best deals. To begin, Amazon Business customers must be registered as participants of OMNIA Partners in order to use the contract. Please Register to Participate. There are no costs, minimum quantity requirements or spend limits with OMNIA Partners or to create an Amazon Business account. To get started, follow these steps: Register for a FREE Amazon Business account by clicking here. Already have an Amazon Business account and registered with OMNIA Partners? Please enroll to use the contract by completing the contract enrollment form below. Complete the contract enrollment form by clicking here. Once you complete the form, an Amazon Business Customer Advisor will contact youwithin three business days to complete the registration process. OMNIA Partners, Public Sector Landing Pages: https://www.omniapartners.com/publicsector/contracts/supplier- contracts/amazon-business Page 2 of 2 PUBLIC SCHOOLS Providing World -Class Memnon CONTRACT NUMBER: R-TC-17006 This Contract entered into this 19th day of January 2017 by, Amazon Services LL,C. Amazon Business, 325 9r"Avenue N.. Seattle, WA 98109, hereinafter referred to as the "Contractor" and Prince Willem County School Board. P.O. Box 389. Manassas, VA 20108hereinafter referred to as the "Prince William County Public Schools", "Purchasing Agency" or "PWCS". WITNESSETH that the Contractor and PWCS, in consideration of the mutual covenants, promises and agreements herein contained, agree as follows: 1. SCOPE OF CONTRACT: Contractor shall provide an On -Line Marketplace for the Purchase of Products and Services in accordance with the Statement of Needs, General Terms and Conditions and Special Terms and Conditions stated herein. 2. CONTRACT DOCUMENTS: The contract documents shall consist of the following: 2.1. This signed Contract document; 2.2. Memorandum of Negotiations dated January 19. 2017. 3. CONTRACT TERM AND RENEWAL: 3.1. The initial term of this contract shall be from the date of award, January 19. 2017 to January 18, 2022, with the option to renew for three {3) additional two {2)-one-year periods, upon mutual written consent of the parties to the contract. Proposed prices shall remain firm for the initial term of the contract. 4, CONTRACT ADMINISTRATOR/PROJECT MANAGER: The following PWCS employees are identified to use all powers under the contract to enforce its faithful performance: 4.1. CONTRACT ADMINISTRATOR: As the Contract Administrator, the following individual, or his/her designee, shall serve as the interpreter of the conditions of the contract and shall use all powers under the contract to enforce its faithful performance. 4.2. PROJECT MANAGER: The following individuals shall work directly with the Contractor in scheduling and coordinating work, answering questions in connection with the scope of work, and providing general direction under the resulting contract: 5. TIME OF PERFORMANCE: In accordance with Contractor's proposal, Section 4.2.2. and 5.3.2. 6, PRICING; In accordance with Contractor's proposal, Section 4.2.1, 7. PAYMENT TERMS: In accordance with Contractor's proposal, Section 5.3.6. Prince William County does not discriminate against faith -based organizations in accordance with the Code of Virginia, §2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment. This contract shall constitute the whole agreement between the parties. There aro no promises, terms and conditions, or obligations other than those contained herein, and this contract shalt supersede all previous communications, representations, or agreements, wtftten or verbal, between the parties hereto related to the provision of goods (including leases thereof), services and/or insurances described herein. IN WITNESS THEREOF, the parties have caused this Contract to be executed by the following duly authorized officials: CONTRACTOR: Authorized Signature Type Name 1' �p V Lie e- Title Date 21l to i PU " CHASING AG NCY: • orized Signs re Type Name Supervisor of Purchasing Title Date i /7 Prince William Coun P U B 1. 1 C SCHOOLS Providing. World-Classildrueatlon MEMORANDUM OF NEGOTIATIONS R-TC-17006 Dated: January 19, 2017 Prince William County Schools (hereinafter called PWCS) and Amazon Services, LLC (hereinafter called the Contractor) hereby agree to the following in the execution of Contract R-TC-17006 for On -Line Marketplace for the Purchases of Products and Services. The final Contract contains the following documents listed in the order of precedence: a. Contractor's proposal dated October 14, 2016; b. Contractor's response to Clarification Questions dated October 31, 2016, attached; c. PUVCS's Request for Proposal, R-TC-17006 and all Addendum #1; d. Contractor's Business Accounts Terms and Conditions (currently available at https,llwww.amazon. com/gplhe 1p/customer/display. htrnl? node Id-201613180), attached; e. PWCS's General Terms and Conditions, Section 11 (RFP — Revised 12/16116), attached; f. This Memorandum of Negotiations; g. Any subsequent modifications to the Contract. 1. The contract term shall remain as originally issued in the RFP, as follows: 9.1. The initial terrn of this contract shall be five years (5) from the date of award to December 30, 2021, with the option to renew for three -two (2) year periods, upon mutual written consent of the parties to the contract. 2. Amazon Whlspercast is not being offered upon award but will remain in scope for future offerings by the Contractor. In addition, all new Amazon business opportunities may be modified to the Contract by mutual agreement between the Contractor and PWCS. Memorandum of Negotiations R-TC-17006 Page 2 3. The following provision is added to PWCS Special Terms and Conditions: 10.7 NOTICE OF DEFERRAL UNDER FEDERAL. GRANT UNIFORM GUIDANCE: As permitted under the rule published at 80 FR 54407, Prince William County Schools is electing to defer until July 1, 2017, the implementation of the procurement provisions of the Uniform Guidance, as detailed in 2 CFR 200 subsections .317 through .326. During this period, we will continue to operate under the guidance of 44 C.F.R. § 13.36(a)-(i) (States, Local and Tribal governments) and 2 G.F.R, 215.40-48 (Institutions of Higher Education, Hospitals, and Private Non -Profits). This provision shall constitute the documentation of this decision as required, and shall be deemed incorporated into our Internal procurement policies. 4, Contractor's response to Clarification Questions dated October 31, 2016, Question #1: The State of Iowa is hereby removed as an excluded state and allowed use of the Master Agreement award, ACCEPTED BY: ie L. Contractor Authorized Signature 7 1 Ce r;,. -f- Title Jim Totty, .P. ., CP Supervisor of Purcha ng tS G►ri 7.-7- 1..4..5 j 7 Date if/t)2 DocuSign Envelope ID: F8446656-8F5D-440C-B3: 961 B85C11 D MODIFICATION #5 REFERENCE: CC MISC 00088979 2018 TR Prince William Coun PUBLIC SCHOOLS Providing A world -Class Education CONTRACT MODIFICATION ISSUE DATE: October 19, 2018 Title: On -Line Marketplace for the Purchase of Goods and Services Contractor: Amazon Services LLC Period of Contract: January 18, 2017 through January 18, 2022 Modify the above referenced contract as follows: 1. Special Provision 10.7, which was added to the parties' contract via Contract Modification # 1, dated November 17, 2017, is hereby deleted and replaced with the following: 10.7. ADDITION OF BUSINESS PRIME. Contractor's Business Prime Program (currently described here) is hereby added to the Contract. PWCS' access and use of the Business Prime Program will be pursuant to the Business Prime Program's terms and conditions (currently available here). If PWCS chooses not to move forward with a paid Business Prime program, PWCS will be eligible to receive free standard shipping on eligible orders to the extent made available to Amazon Business customers (currently available for eligible purchases over $25 as described here). Except for the changes provided herein, all other terms and conditions of this contract remain unchanged and in full force and effect. c&,-04, (6' Anthony E. Crosby, CPPO Purchasing Supervisor Amazon Services LLC tby PRINCE WILLIAM COUNTY PUBLIC SCHOOLS Signature Signature P.O. BOX 389, MANASSAS, VA 20108 WWW.PWCS.EDU 703.791.8743, FAX 703.791.8610 legal Revised 7.12.13 Prentis Wilson VP, A )n Business Anthony E. Crosby, 'O Name and Title October 23, 2018 Purchasing Supervisor October 23, 2018 Date Date PURCHASING OFFICE DocuSign Envelope ID: F8446656-8F5D-440C-B33D-38961B85C11D CC MISC 00088979 2018 TR P.O. BOX 389, MANASSAS, VA 20108 WWW.PWCS.EDU 703.791.8743, FAX 703.791.8610 legal Revised 7.12.13 DocuSign Envelope ID: 0471DD66-3E33-4CDD-B, E89D79196FA MODIFICATION #4 CC MISC 00054367 2018 TR Prince William Coun PUBLIC SCHOOLS Providing A World -Class Education CONTRACT MODIFICATION ISSUE DATE: July 11, 2018 REFERENCE: Title: On -Line Marketplace for the Purchase of Goods and Services Contractor: Amazon Services, LLC Period of Contract: January 18, 2017 through January 18, 2022 Modify the above referenced contract as follows: 1. The parties hereby acknowledge that Contractor has recently updated the Amazon Business Accounts Terms and Conditions ("Terms and Conditions"), which are incorporated by reference to the parties' Contract and currently available at https://www.amazon.com/gp/help/customer/display.html/ref=b2b 250 tc?nodeId=201613180. The parties hereby agree that pursuant to current Section 10 of the Terms and Conditions, (entitled "MODIFICATIONS"), the parties will no longer modify this Contract to account for future changes to Contractor's Business Accounts Terms and Conditions. Except for the changes provided herein, all other terms and conditions of this contract remain unchanged and in full force and effect. lltft f� I2,1/ C (JI'(4 Anthony E. Crosby, CPPO. Acting Supervisor of Purchasing Amazon Services, LLC PRINCE WILLIAM COUNTY PUBLIC SCHOOLS DocuSgned by: r 'eAVia Yv b I,7 1$A f63F439 .. Prentis Wilson VP, Amazon Business Name and Title July 20, 2018 DocuSigned by: Qtti.IU k.LI f . (,,roslsq mer5C49B Anthony E. Crosby, CPPO Acting Supervisor of Purchasing July 17, 2018 Date Date PURCHASING OFFICE P.O. BOX 389, MANASSAS, VA 20108 • WWW.PWCS.EDU • 703.791.8743, FAX 703.791.8610 [legal Revised 7.12.13 DocuSign Envelope ID: B8AB262A-C752-45A5-81 )E5A94670DE MODIFICATION #3 REFERENCE: Prince William Coun PUBLIC SCHOOLS Providing A World -Class Education CONTRACT MODIFICATION Title: Contractor: Period of Contract: CC MISC 00017679 2018 TR ISSUE DATE: March 7, 2018 On -Line Marketplace for the Purchase of Goods and Services Amazon Services LLC January 18, 2017 through January 18, 2022 Modify the above referenced contract as follows: 1. Add the following to the General Terms and Conditions under 3. DebarmentStatus: 3.1. Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide Excluded Parties List System in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1986 Comp., p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235), "Debarment and Suspension." The Excluded Parties List System in SAM contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Except for the changes provided herein, all other terms and conditions of this contract remain unchanged and in full force and effect. G7�? Calf Jim Totty, CPPO,OOC.P.M. Supervisor of Purchasing Amazon Services LLC oocuSipned by: 6 ferlyg4F4C6.. Anne Rung Di rector PRINCE WILLIAM COUNTY PUBLIC SCHOOLS DoeuSiSgnneedby: 5 ' ripanto&91478fl.. Jim Totty, CPPO, C.P.M. Name and Title Supervisor of Purchasing March 28, 2018 March 27, 2018 PURCHASING OFFICE P.O. BOX 389, MANASSAS, VA 20108 • WWW.PWCS.EDU • 703.791.8743, FAX 703.791.8610 Revised 7.12.13 legal DocuSign Envelope ID: B8AB262A-C752-45A5-81 JE5A94670DE CC MISC 00017679 2018 TR Date Date PURCHASING OFFICE P.O. BOX 389, MANASSAS, VA 20108 • WWW.PWCS.EDU • 703.791.8743, FAX 703.791.8610 Revised 7.12.13 legal DocuSign Envelope ID: 2A5516E8-53F8-4234-807B-6A939D21982A MODIFICATION #2 CC M1SC 00005512 2018 TR Prince William Coun PUBLIC SCHOOLS Providing A World -Mass Education CONTRACT MODIFICATION ISSUE DATE: January 19, 2018 REFERENCE: Title: On -Line Marketplace for the Purchase of Goods and Services Contractor: Amazon Services, LLC Period of Contract: January 18, 2017 through January 18, 2022 Modify the above referenced contract as follows: 1. All references in the Contract to free two-day shipping on orders of $99 or more are hereby deleted. Except for the changes provided herein, all other terms and conditions of this contract remain unchanged and in full force and effect. (4i2 �. Jim Totty, CPPO, C.P.M. Supervisor of Purchasing Amazon Services, LLC p—RoouSipned by. s,-, jBA0YF3d EE3 F439... Prentis Wilson VP, Amazon Susiness Name and Title January 26, 2018 Date PRINCE WILLIAM COUNTY PUBLIC SCHOOLS are ;fJim Totty. CPPO, C.P.M. Supervisor of Purchasing Date PURCHASING OFFICE P.D. BOX 389, MANASSAS, VA 20108 • WWW.PWCS.EDU • 703.791.8743, FAX 703.791.8610 FgaI Revised 7.12.13 DocuSign Envelope ID: C23264C6-DE04-4C80-B382-C79987D977Dr3 DocuStgn Envelope ID: 5777111 E-943F-4CE1-AB66-F2C871 C29C49 MODIFICATION #1 REFERENCE: Prince William Coun Providing A World -Class Edocatiou CONTRACT MODIFICATION Title: Contractor: Period of Contract: CC MiSC 00047423 2017 TR ISSUE DATE: November 17, 2017 On -Line Marketplace for the Purchase of Goods and Services Amazon Services LLC January 18, 2017 through January 18, 2022 Modify the above referenced contract as follows: 1. The following stales may now use the contract- Hawaii, Vermont and Maine. 2. Date corrections on the Memorandum of Negotiations are as follows: • Change the date on PWCS General Terms and Conditions header from December 16, 2016 to January 19, 2017. All terms and conditions remain the same, • Change the contract term expiration date from December 31, 2021 to January 18, 2022. The renewal options remain the same. • Section d., latest Amazon's Business Accounts Terms and Conditions, per attachment, dated November 15, 2017. 3. Add the following Special Provision: 10.7. ADDITION OF BUSINESS PRIME SHIPPING. Contractor's Business Prime Shipping Program (currently described here) is hereby added to the Contract. PWCS may enroll in and access the Business Prime Shipping Program's benefits at no charge during a limited promotional period, commencing on January 1, 2018 and ending on December 31, 2018. PWCS' access and use of the Business Prime Shipping Program will be pursuant to the Business Prime Shipping Program's terms and conditions (currently available here), PURCHASING OFFICE P.O. BOX 389, MANASSAS, VA 20108 •t6(CS.EDU • 703.791.8743, FAX 703.791.8610 &frill R•vlRI11 7.12.13 DocuSign Envelope ID:C23264C6-DE04-4G8D-B382-C79987D877DB DocuSign Envelope ID: 5777111E-943F-4CE1-AB66-F2C871028C49 CC MIISC 00047423 2017 'I'R Except for the changes provided herein, all other terms and conditions of this contract remain unchanged and in full force and effect. jmc Jim Totty, CPPO, C.P.M. Supervisor of Purchasing Amazon Services LLC Doai I nedby: ' 1g7rii tarjr6E3F439... Prentis wilsan VP, Amazon Business PRINCE _,+EN IAM COUNTY PUBLIC SCHOOLS Si Jim Totty. CPPO, C.P.M. Name and Title Supervisor of Purchasing November 28, 2017 Idf Date Date PURCHASING OFFICE oTj/ 7 P.O. BOX 389, MANASSAS, VA 20108 • CS.EDU • 703.791.8743, FAX 703.791,8610 Revised 7.1L17 Amazon.com Amazon Business Accounts Terms & Conditions Amazon Business Accounts Terms & Conditions Last updated November 15, 2017 'l'hese terms and conditions ("Terms") govern your access to and use ofa set of features, services, and functionality on Amazon.com for registered business customers to purchase products and use services for business purposes ("Amazon Business"). These Terms constitute an agreement between Amazon Services LLC and/or its affiliates ("Amazon," "we," "us," or "our") and the entity you represent ("you"), Please note that your use of Amazon Business is also governed by Amazon's Conditions of Use and the Amazon.corn Privacy Notice, as well as all other applicable terms, conditions, policies, limitations, and requirements on the Atnazon.con website, all of which (as changed over time) are incorporated into these Terms. Capitalized terms have the meanings given to them in these Tenns or the Conditions of Use. 1. REGISTRATION An organization has a Business Account with Amazon once an individual associated with the organization registers the business and creates the first business user account associated with that organization. That individual can invite others to be part of the organization's Business Account. Each additional user that purchases or otherwise acts on behalf of the business and joins the organization's Business Account must create a new business user account that is part of and associated with the organization's Business Account. Business Accounts and business user accounts are intended for businesses and business -related organizations and may be used solely for business purposes. To create a business user account, users rnust use a valid email address. Unless explicitly permitted, a user may only create one account per email address. If a user creates a business user account using the email address and password connected to an existing Amazon customer account, the user must either (a) change the email address and password associated with the existing account, or (b) if the user wishes to have only one account, convert the existing account into a business user account (which may make business user account information visible to others as described in Section 2). Once you complete the Business Account registration and verification process, your organization will be registered with Amazon. 2. ACCOUNT MANAGEMENT You arc responsible for all activities that occur under your organization's Business Account and any associated business user accounts, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). Except to the extent caused by our breach of these Terms, we and our affiliates are not responsible for unauthorized access to your Business Account or business user accounts. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your Business Account or associated business user accounts in accordance with these Terms) and are solely responsible for any use or action taken under your password, You will contact us immediately if you believe an unauthorized third party may be using your Business Account or associated business user accounts or if your Business Account or any business user account information is lost or stolen. You are responsible for ensuring that all users affiliated with your organization's Husiness Account are aware of and comply with these Terons. We may give users the ability to invite other individuals affiliated with your organization to create business user accounts that are associated with the organization's Business Account and purchase, approve or act as an administrator on behalf of your organization. Administrators have the ability to invite other users to join the Business Account and to administer, manage, or close business user accounts. You will be responsible for all actions taken by Business Account users. You acknowledge that users may have access to information from your Business Account and associated business user accounts, such as shipping addresses, payment methods, and order history. Administrators are responsible for inviting only people affiliated with, and authorized to act on behalf of, your organization to create a hu.siness user account that is associated with your organization's Husiness Account. Any user designated as an administrator will have similar capabilities to manage Business Account features and invite new users to purchase, approve or act as an administrator on behalf of your oganization. You agree that Amazon is not responsible for, and will have no liability arising from, the disclosure of the information of your organization or any associated business user accounts to any user associated with your organization. If any user with a business user account that is associated with your Business Account leaves your organization or is no longer authorized to purchase, approve or otherwise act on behalf of your organization, you are solely responsible for contacting Amazon through tools we designate to have that user's business user account closed, disabled or removed from the organization's Business Account. Amazon disclaims all liability for, and you are solely responsible for, any actions taken or . purchases made prior to closing, disabling or removing the user's business user account from the organization's Business Account. Please review our Amazon Business Help carefully for more information on the effects of disabling or removing a business user account from your organization's Business Account. Please note that a business user account that is removed is converted back into a personal account, with the individual able to access order history for purchases made using an individual payment method while associated with the organization's Business Account. If you, as an individual user, create a business user account that is associated with an organization's Business Account, you acknowledge and consent that your organization and designated individuals acting as administrators have full access to and authority over (a) your business user account (with the ability to close or disable your business user account or remove it from the business and convert it into a personal account), and. (b) details from your business user account, such as, and not limited to: order history, addresses, payment details, and other personal information associated with your business user account. By creating a business user account that is associated with an organization's Husiness Account, you, as an individual user, consent to .sharing this information with your organization and its designated representatives and agree to release Amazon for any and all liability for any of your business user account information provided to or used by your organization, the administrator(s) of your organization, and any other users associated with your organization. If you order a product using an individual payment method (e.g., personal credit card) and you or your administrator requests, and Amazon provides, a replacement of this item, you consent that we may charge any eligible payment method we have on record for your business user account for any replacement product sent to your business if the original product is not returned within 30 days of you or your administrator's request for replacement. 3. BUSINESS AND ORDER VERIFICATION We may use the business name, address, taxpayer ID# and -any other information you provide about your organization or users or that we may request or determine is necessary to verify accuracy and eligibility for Amazon Business. We may make, directly or through third parties, inquiries to validate information that you provide to us. We may accept or refuse use of Amazon Business at our discretion and may modify purchasing rights or privileges at any time. We may share any information or documents you provide with third -party sellers that offer certain Amazon Business features for verification purposes. Certain products require licensing, certification or other credentials to purchase them. To purchase such products, you must provide us with a valid license, certification or other credentials (collectively, the "Credentials"), as determined in our sole discretion. We may use information you provide, as well as information relating to your account such as your business name and address, to verify the Credentials, and we may request additional information from you to assist in that verification. We may, in our sole discretion and at any time, suspend or terminate your ability to purchase such products. 4, THIRD -PARTY SERVICE PROVIDERS Amazon Business may enable third party service providers ("providers") to integrate with Amazon Business. If you choose to use such a provider in connection with your Business Account, you authorize Amazon to disclose to the provider account information, including, without limitation, information regarding you, your IJsers, your employees or agents, and your and your User's orders. You acknowledge this information will be governed by the provider's privacy, data and security - policies. You and your Users consent to Amazon's sharing this information with the provider and agree that Amazon is not responsible for and will have no liability arising from Amazon's disclosure of, or any provider's use of, this information. Amazon is not responsible for any services provided by the provider. You are responsible for the approvals of Amazon orders, verification of shipping addresses and any disputes regarding orders, and you agree that Amazon will have no liability arising in any way from your use of the provider, including, but not limited to, any unauthorized charges you or your employees or agents incur. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS You represent, warrant and covenant that: (a) you are using Amazon Business for business purposes and you agree that you will not purchase any products from Amazon.com for individual, personal, family or household use; (b) your organization is duly organized, validly existing and in good standing in the, jurisdiction in which your organization is registered; (c) the individual entering into these Terms on behalf of your organization has all necessary legal authority to bind you to these Terms; (d) you have all requisite right, power, and authority to enter into these Terms, perform your obligations, and grant the rights and authorizations in these Terms; (e) any information provided or made available by you to Amazon or its affiliates is at all times accurate and complete; (f) you and all your subcontractors and agents will comply with all applicable laws, rules, regulations, codes, orders and other requirements of governmental agencies ("Maws") in your performance of your obligations and exercise of your rights under these Terms and with your purchase and use of any products from Amazon.com; (g) all users who use business features or purchase on behalf of your organization are authorized to do so and all purchases made by these users are authorized purchases of your organization; (h) any Credentials, and all documentation or other information you provide to us to validate such Credential, ate accurate, complete and reflect your Credential status, and that you will provide updates, additional Credentials or supporting information as required to ensure all such documentation or information remains up-to-date at all times; (i) the provision to Amazon of any Credentials and related information, any delegation of purchasing authority under any Credentials and all purchases made using the Credentials arc with the authority of the Credential holder; (j) you will only purchase products requiring Credentials as permitted under any Laws and within the scope of any Credential you provide; (k) if your Business Account has a tax exemption certificate associated with it, any tax exempt purchase made from business user accounts are paid for with the organization's funds; (1) unless authorized by Amazon, you will not use any product purchased from Amazon.com in connection with, or to fulfill, a federal, state, or local government contract or subcontract, if doing so could subject Amazon to any term, condition, obligation or other provision different from or in addition to the provisions of these Terms; (m) you will use any products purchased from Amazon.com as intended by the manufacturer and in compliance with all product information provided by the manufacturer; (n) your purchase of products from us will not, either by your export of those products, your sale or use of those products, your legal status or otherwise, cause us to violate any Law; (o) you are not an agent of Amazon and agree to comply with the applicable provisions of the Foreign Corrupt Practices Act. You are not on, or associated with, any person or entity on any of the blocked, denied or debarred persons and entities lists maintained by the U.S. Department of Commerce's Bureau of Industry and Security, the U.S. Department of the Treasury's Office of Foreign Assets Control or the U.S. Department of State's Directorate of Defense Trade Controls (collectively, "Denied Persons Lists"); or subject to a denial order issued by the U.S. Department of Commerce. You agree (i) not to export any product to any entity or person within any country subject to United States economic sanctions or embargoes without obtaining prior authorization from the United States government, (ii) not to export or provide items to persons that are ineligible under United States Law to receive those items, including but not limited to persons on any Denied Persons List, and (iii) that any products purchased by you will not be used, or made available to a third party for use, in any activities directly or indirectly related to Weapons of Mass Destruction (WMD) proliferation activities; and (p) you agree to comply with the i-iealthcare Disclosure Policies if you purchase products that are reimbursable under Medicare, Medicaid, or other federal or state healthcare programs. b. LICENSE Subject to your compliance with these 'Perms and your payment of any applicable fees, Amazon or its content providers grant you a limited, non-exclusive, non -transferable, non-sublicensable license to access and use Amazon Business solely in accordance with these Terms. ']leis license does not include the right to resell any Amazon Business feature; any collection and use of any product listings, descriptions, or prices; any derivative use of Amazon Business; any downloading or copying of Amazon Business information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms are reserved and retained by Amazon or its licensors, suppliers, publishers, rightsholders, or other content providers. No feature or part of Amazon Business may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without express written consent of Amazon. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Amazon without express written consent. You may not use any meta tags or any other "hidden text" utilizing Amazon's name or trademarks without the express written consent of Amazon. You may not misuse Amazon Business. You may use Amazon Business only as permitted by law. The licenses granted by Amazon terminate if you do not comply with these Terms. 7. INDEMNIFICATION You agree to indemnify, defend and hold harmless us and our affiliates, and our and their respective officers, directors, employees, representatives and agents against any loss, claim, damage, settlement, cost, expense, tax or other liability (including, without (imitation, reasonable attorneys' fees) (each a "Claim") arising from or related to (a) any breach of the Terms, (b) any unlawful or improper use by anyone of any product ordered by you, or (c) your negligence or willful misconduct. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Clain might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld. 8. PRODUCT INFORMATION; PRODUCT COMPLIANCE AND SUITABILITY We recommend that you do not rely solely on the information presented on our website. Please always read labels, warnings and directions provided with the product before use. Amazon does not guarantee compliance or suitability of products with any Laws, nor does Amazon accept responsibility for installation and/or use of a product. It is your responsibility to review the product application and all applicable Laws for each relevant jurisdiction to he sure that the installation and/or use involving the products comply with applicable Laws. 9. AMAZON.COM SITE AND FEATURES 9.1 SELLER CREDENTIALS. Any diversity, industry and other certifications made available to you are provided by third -party sellers on Amazon.com and have not been independently verified by Amazon. You should carefully review and validate any certifications and supporting information that you use to make your purchasing decisions. We take no responsibility and assume no liability for any certifications or supporting information provided by third -party sellers. 9.2 BUSINESS PRICING. We may provide you access to discounts for business customers. In these instances, the available price on the detail page will reflect this discount. You agree that any business pricing or discounts that Amazon provides to you are the confidential and proprietary information of Amazon. You agree not to manually copy or use any data mining, scraping or similar data gathering and extraction tools with respect to such pricing or discounts. If you have negotiated pricing with a supplier and choose to have pricing that is specific to you available on Amazon Business, you acknowledge and agrec that we may share sales information regarding products purchased by you at these prices with the applicable supplier (including any business or shipping addresses). You acknowledge that we may share contact information for your organization's administrator or other applicable employees with the supplier in connection with this pricing. 9.3 LIVE EXPERT. Our LiveExpert service connects you directly with manufacturers' agents so you can ask technical and product related questions via chat, email, or phone. Product support agents are employed by the manufacturer and not Amazon. We record your communications with manufacturers' agents to monitor the quality of these communications. Any questions you ask or suggestions you provide may be used by Amazon for any purpose. We recommend that you not share any customer identifying information with manufacturers' agents to protect the privacy of your information. You acknowledge that all information and answers are provided by the applicable manufacturer, and that Amazon is not responsible. for, and disclaims any liability related to, any content provided by any manufacturer. 9.4 GIFT CARDS. All purchases and redemptions of Amazon.com Gift Cards ("Gift Cards") arc subject to the terms and conditions at http://wu w.amazon.com./ge-!e al ("Gift Card Terms"). You may only distribute Gift Cards purchased through a Business Account or associated business user accounts as part of your employee or customer incentive, loyalty, rewards, recognition, or gifting program in the United States (each a "Loyalty Program"). You may not imply that Amazon is associated with any Loyalty Program or use Gift Cards in any unsolicited communications. You may not use or distribute any intellectual property of Amazon in connection with any Loyalty Program. You may not resell or transfer Gift Cards for value or permit fees to he charged for a Gift Card. You may not permit Gift Cards to be used for internal use. You may not purchase or redeem, or suggest or direct that recipients use or redeem Gift Cards through the Amazon Associates Program. You may not purchase more than $ 10,000 in Gift Cards per day through your Business Account (including all associated business user accounts). You must ensure that your Loyalty Program complies with these restrictions and the Gift Card Terms. Amazon reserves the right, in its sole discretion, to reject orders or prohibit advertisement, offer, or distribution of Gift Cards in any location, in any manner, and by any individual or entity. 9.5 KINDLE CONTENT PURCHASES FOR OTHERS. We may enable you to purchase digitized content from the Kindle Store for others through your Amazon Business account. All redemptions of digitized content purchased from the Kindle Store, such as books ("Kindle Content"), arc subject to the Kindle Store Terms of Use. Each copy of Kindle Content you purchase may only be redeemed by a single Ama7nn.corn user account and cannot be revoked or transferred by you after redemption. You may not resell the Kindle Content redemption links or any other entitlement to the Kindle Content. If we terminate your access to Amazon Business or you otherwise violate these Terms, we may disable any unredeemed Kindle Content that you have purchased. 10. DISCLAIMER AMAZON MAKES NO WARRANTY OR REPRESENTATION CONCERNING THE ACCURACY OF PRODUCT INFORMATION PROVIDED AND OIJR SOLE? LIABILITY FOR ANY LOSSES OR DAMAGES BY YOU ARISING FROM ANY INACCURACY IN THE PRODUCT INFORMATION WILL BE LIMITED TO REIMBURSEMENT OF THE PRICE PAID FOR THAT PRODUCT. AMAZON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPI . fti), INCLUDING, BUT NOT LIMIITEI) TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGI ITS TO THE FULLEST EX'1'E.N'i' PERMISSIBLE BY APPLICABLE LAW. AMAZON ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF MISUSE, IMPROPER SEJ ,I :CTION, IMPROPER INSTALLATION, MODIFICATION, IVIISREPAIR OR MISAPPLICATION OF THE PRODUCT. 11. LIMITATIONS OF LIABILITY UNDER NO CIRCUMSTANCES WILL AMAZON BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPICIAI., EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUI' NOT LIMITED TO ANY LOST PROFITS THAT RESULT FROM YOUR PURCHASE OF ANY PRODUCTS OR USE OF ANY AMAZON SERVICES ON AMAZON.COM, EVEN IF AMAZON HAS BEEN ADVISED OF TIIE POSSIBILITY OF SUCH DAMAGES, AMAZON'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCIIASE PRICE PAID FOR THE PRODUCT OR SERVICE THAT GIVES RISE TO ANY LIABILITY. 12. ENTIRE AGREEMENT The terms and conditions in these Terms, the Amazon.com Conditions of Use, the Amazon.com Privacy Notice, and any applicable terms, conditions, policies, requirements or limitations contained on the Amazon.com website constitute the exclusive and complete agreement between Amazon and you. Amazon will not be bound by, and specifically rejects, any term, condition, obligation, or other provision which is different from or in addition to the provisions of these Tcrms or which may he in any order, receipt, acceptance, confirmation, correspondence or other document. Any purchase order (PO) number or other internal information particular to your organization that is provided by a user during the purchasing process is provided only for your internal purchase tracking. Amazon doesn't agree to terms, conditions, obligations, or provisions that are different from or added to these Terms and the policies and information on the Amazon.com websitc. 13. AGREEMENT CHANGES We may in our discretion change these Terms, Aniazon.com's Conditions of Use and Privacy Notice, or any aspect of Amazon Business, without notice to you, From time to time, Amazon may choose in its sole discretion to add or remove benefits or features of Amason Business. If any change to these Terms is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. YOUR CONTINUED USE OF AMAZON BUSINESS AFTER WE CHANGE THESE'I'ERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MUST CANCEL YOUR BUSINESS ACCOUNT AND BUSINESS USER ACCOUNT. 14. TERM; TERMINATION BY US The term of these Terms will begin on the date you click to accept it and will continue until you or we terminate it We may terminate these Terms and access to your Business Account, business user account or use of any business features at our discretion with or without notice. You arc entitled to terminate these Terms by giving us notice and closing your account. Upon termination, all rights and obligations under these Tenns will automatically terminate except for any right of action occurring prior to termination, payment obligations, and obligations that are intended to survive termination, including, without limitation, Sections 4 — 1 8 of these Terms. 15. FORCE MAJFURE We will riot be liable for any delays in delivery or failure to perform any of our obligations under these Terms by reasons, events or other matters beyond our reasonable control. 16. CONFIDENTIALITY; PUBLICITY You will (a) protect and not disclose information made available by us that is identified as confidential or that reasonably should be considered confidential; (b) use this information only for internal purposes and in connection with your use of Business Accounts; and (c) destroy or return all such information to us promptly when the Terms terminate (and, upon request, confirm such destruction in writing). This section covers all confidential information regardless of when you receive it. Unless you have received our express written permission, you will not otherwise use any trademark, service mark, commercial symbol or other proprietary right of ours, issue press releases or other publicity relating to us or these Terms, or refer to us in promotional materials. If authorized, you may only use Amazon trademarks in accordance with the Trademark Guidelines. 17. SUGGESTIONS If you elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to Business Accounts (including any related technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. 18. MISCELLANEOUS Your use of Business Accounts is subject to the disputes and applicable law provisions of the Conditions of Use, which are incorporated by reference. The parties to these terms are independent contractors. These Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms. You may not assign these Terms, by operation of law or otherwise, without our prior written consent. Subject to that restriction, these Terms will be binding on, inure to, and he enforceable against the parties and their respective successors and permitted assigns. We may perform any of our obligations or exercise any of our rights under these Terms through one or more of our affiliates. Our failure to enforce your strict performance of any provisions of these Terms will not constitute a waiver of our right to enforce such provisions or any other provision of these Terms subsequently. If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these "Terms and will not affect the validity and enforceability of any remaining provisions. In the event of any conflict between these Terms and the Conditions of Use, these Terns will prevail. Cart Your Account 1-Click Scttinas List & Registry AIR-20-346 AGENDA REQUEST BUSINESS OF THE CITY COUNCIL CITY OF PEARLAND, TEXAS AGENDA OF: DATE SUBMITTED: PREPARED BY: City Council Regular Meeting - Oct 12 2020 01 Oct 2020 DEPT. OF ORIGIN: John McCarter Finance Department SUBJECT: Consideration and Possible Action - Resolution No. R2020-210 - A Resolution of the City Council of the City of Pearland, Texas, authorizing participation in an interlocal agreement with National IPA — OMNIA Partners for the purchase of City supplies from Amazon Business, in the estimated amount of $120,000.00, for October 1, 2020 through September 30, 2021. ATTACHMENTS' Exhibit A - Omnia Lead Agency Exhibit B - Contract 210-Interlocal National IPA - OMNIA Partners.210 FUNDING: ❑ Grant 0 Developer/Other ® Cash 0 G.O. Bonds To Be Sold ❑ G.O. Bonds - Sold ❑ Rev. Bonds to Be Sold 0 Rev. Bonds - Sold ❑ C.O.'s To Be Sold 0 C.O.'s - Sold EXPENDITURE REQUIRED: $120,000 AMOUNT BUDGETED: $120,000 AMOUNT AVAILABLE: $120,000 ACCOUNT NO: Various Departmental Operating Budgets EXECUTIVE SUMMARY BACKGROUND Amazon Business is a powerful procurement option for the City of Pearland. It offers tax-exempt purchasing, price discounts, expedited delivery, competitive selection of products, spend controls and visibility. These benefits along with the ability to purchase online, minimizing staff being pulled off active projects and/or time spent shopping in a retail store make Amazon Business a desirable option for City purchases. Amazon offers access to millions of products from hundreds of thousands of business sellers globally. With Amazon Business we are able to create as many Users as needed on a single account, create approval workflows, use POs to track orders and have visibility to all purchases. Its expansive product offerings allows for one -stop sourcing for numerous product lines; not to mention the discounts offered to business accounts. The spend for FY 2020 was at $106,000 towards the end of September. Examples of items recently purchased via Amazon Business are: reptile heat lamps, neoprene wetsuits, exercise mats and numerous PPE items used in response to Covid-19 when supplies from our traditional vendors were unavailable. SCOPE OF CONTRACT/AGREEMENT Amazon Business provides access to miscellaneous supplies on an as -needed basis as requested by various City of Pearland departments. Based on the spend trend for October through December, Council is being asked via this AR to approve a contract in the amount of $120,000, BID AND AWARD Prince William County was the lead agency for this National IPA — OMNIA Partners cooperative contract (Exhibit A). City Council is requested to authorize City participation with the National IPA-OMNIA Partners Online Marketplace, contract # R-TC-17006, for the Purchase of Products and Services contract with Amazon Business (Exhibit B). Cooperative contracts afford advantageous pricing that is attributable to significant volume of units purchased under the co-op contract. The cooperative contract meets all requirements of Local Government Code 252 relative to competitive bidding by Texas municipalities. SCHEDULE City departments will make purchases as needed through the 2021 fiscal year. Items purchased through Amazon Business will have free next -day shipping or same -day shipping when applicable. POLICY/GOAL CONSIDERATION This request is contemplated and recommended for the purpose of providing a Fiscally Responsible Government that embodies general principles of accountability and transparency into a system of decision -making. CURRENT AND FUTURE CIP FUNDING/FINANCIAL IMPACTS/DEBT SERVICE O&M IMPACT INFORMATION Recommended Action A Resolution of the City Council of the City of Pearland, Texas, authorizing participation in an interlocal agreement with National IPA-OMNIA Partners for the purchase of miscellaneous supplies from Amazon Business in the estimated amount of $120,000 as needed for materials for October 1, 2021 through September 30, 2021.