INCORPORATION BY REFERENCE: In the event of conflict, the Terms and Conditions in any RFQ, IFB, RFP, or any executed contract document shall supersede Purchase Order language.

INVOICES: A separate invoice shall be issued for each shipment. No invoice shall be issued prior to shipment of goods and no payment will be made prior to receipt of goods and correct invoice. Payment due dates, including discount periods, will be computed from date of receipt of goods or date of receipt of correct invoice (whichever is later) to date Buyer’s warrant is mailed. Unless freight and other charges are itemized, any discount provided will be taken on full amount of invoice. The Buyer’s obligation is payable solely from funds appropriated for the purpose of acquiring the goods or services referred to in this Purchase Order.

INDEMNITY: The Vendor shall indemnify, defend and hold harmless the Town of Queen Creek, its agents, officers, officials and employees from and against any and all claims, demands, suits, actions, proceedings, loss, cost and damages of every kind and description, including any reasonable attorneys’ fees and/or litigation expenses, which may be brought or made against or incurred by Town on account of: (1) defects in materials or workmanship of the goods; (2) loss or damage to any property or interest of the Town, or any damages, injury to any person or property, or death of any person arising out of, relating to, or alleged to have resulted from any acts, errors, deliveries, work, or services of the Vendor, its employees, agents, or representatives, including but not limited to claims or demands arising from accidents occurring on Town property, whether or not caused by negligence of the Vendor, its employees, agents, or representatives, or that of any person, firm or entity; and (3) infringement or alleged infringement of any trademark, copyright or patent in connection with the manufacturer or use of the goods.

REMEDIES AND APPLICABLE LAW: This Purchase Order shall be governed by and construed in accordance with the laws of the State of Arizona, without reference to conflict of laws principles, and suits pertaining to this Purchase Order may be brought only in the courts of the State of Arizona.

WARRANTY: The Vendor expressly warrants all items to be new, free from defects in design, materials and workmanship, and to be fit and sufficient for their intended purpose. Unless otherwise specified, all items shall be guaranteed for the minimum period of one year against defects in materials and workmanship. During that period, if a defect should occur, that item shall be repaired or replaced by the Vendor at no cost or obligation to the Town, except where it is shown that the defect was caused by misuse and not faulty manufacturer. Any sample or model submitted shall create an express warranty.

(APPLIES TO SERVICES ONLY)

COMPLIANCE WITH FEDERAL AND STATE LAWS

The Vendor understands and acknowledges the applicability to it of the American with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free Workplace Act of 1989.

Pursuant to the provisions of A.R.S. §41-4401, the Vendor warrants to the Town that the Vendor and all its subcontractors are in compliance with all Federal Immigration laws and regulations that relate to their employees and with the E-Verify Program under A.R.S. §23-214(A).

A breach of this warranty by the Vendor or any of its subcontractors will be deemed a material breach of this Contract and may subject the Vendor or subcontractor to penalties up to and including termination of this Contract or any subcontract.

The Town retains the legal right to inspect the papers of any employee of the Vendor or any subcontractor who works on this Contract to ensure that the Vendor or any subcontractor is complying with the warranty given above.

The Town may conduct random verification of the employment records of the Vendor and any of its subcontractors to ensure compliance with this warranty.

The Town will not consider the Vendor or any of its subcontractors in material breach of this Contract if the Vendor and its subcontractors establish that they have complied with the employment verification provisions prescribed by 8 USCA §1324(a) and (b) of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.R.S. §23-214(A). The “E-Verify Program” means the employment verification pilot program as jointly administered by the United States Department of Homeland Security and the Social Security Administration or any of its successor programs.

The provisions of this Article must be included in any contract the Vendor enters into with any and all of its subcontractors who provide services under this Contract or any subcontract. “Services” are defined as furnishing labor, time or effort in the State of Arizona by a contractor or subcontractor. Services include construction or maintenance of any structure, building or transportation facility or improvement to real property.