CONTRACT 6099 Leasing AgreementAgreement No. 6099
pitney bowe5 Ilk,,
NASPO ValuePoint FMV Lease Agreement (Option C)
Agreement Number
Your Business Information
Full Legal Name of Lessee / DBA Name of Lessee Tax ID # (FEIN/TIN)
CITY OF EL SEGUNDO LIBRARY 956000706
Sold -To: Address
111 W MARIPOSA AVE, EL SEGUNDO, CA, 90245-2201, US
Sold -To: Contact Name Sold -To: Contact Phone #
Sold -To: Account #
El Segundo Public Library (310) 524-2722
0015327128
Bill -To: Address
111 W MARIPOSA AVE, EL SEGUNDO, CA, 90245-2201, US
Bill -To: Contact Name Bill -To: Contact Phone #
Bill -To: Account # Bill -To: Email
El Segundo Public Library (310) 524-2722
0015327128 allaccountspayable@elsegundo.org
Ship -To: Address
111 W MARIPOSA AVE, EL SEGUNDO, CA, 90245-2201, US
Ship -To: Contact Name Ship -TO: Contact Phone #
Ship -To: Account #
El Segundo Public Library (310) 524-2722
0015327128
PO #
Your Business Needs
City
Item
Business Solution Description
1
SENDPROCSERIES4
SendPro C Series - Version 4
1
1FXA
Interface to InView Dashboard
1
7H00
C Series IMI Meter
1
SHOO
C Series IMI Base
1
APAC
Connect+Accounting Weight Break Reports
1
APAX
Cost Acctg Accounts Level (100)
1
APB2
Cost Accounting Devices (10)
1
APKN
Account List Import/Export
1
C425
SendPro C425
1
CAAB
Basic Cost Accounting
1
DM3RKL
Return Kit for DM300 - Large
F901
Basic Installation and Training
1
F9PG2
PowerGuard LE Service Package
1
HZ80001
SendPro C Series Drop Stacker
US174883.4 8117 Page 1 of 3 Y102224468
@2017 Pltney Bowes Inc. All rights reserved. See Pltney Bowes Terms for additional terms and conditions
Pitney Bowes Confidential Information
Agreement No. 6099
1
ME1A
Meter Equipment - C Series
1
MP81
C Series Integrated Scale
1
MP8110
SendPro C Series Scale Upgrade
1
NV50
InView, Dashboard 1 unit DM125IDM225
1
NV90
InView Subscription
1
NV90KIT
InView, Welcome Kit
1
NV99
InView MMS Base Software
1
NV99KIT
InView Welcome Kit
1
PAB1
C Series Premium App Bundle
1
PTJ1
SendPro Online
1
PTJ4
Multicarrier Sending App w/HW or Meter
1
PTJ8
SendPro Mailing Included W/ HW
1
PTJD
SendPro Office
1
PTJN
Single User Access
1
PTJR
50 User Access with Hardware or Meter
1
PTK1
Web Browser Integration
1
PTK2
SendPro C Series Shipping Integration
1
SJS1
C200 SoftGuard
1
STDSLA
Standard SLA-Equipment Service Agreement (for SendPro C Series - Version 4)
1
ZH24
Manual Weight Entry
1
ZH27
HZ02 65 LPM Speed
1
ZHC425
SendPro C425 Base System Identifier
1
ZHD5
USPS Rates with Metered Letter
1
ZHD7
E Conf Services for Metered LTR, BDL
1
LZHWM
101b/5kg Weighing Option for MP81
UB174883.4 9/17 Page 2 or 3 Y102224468
02017 Pitney Bowes Inc. All rights reserved.. gas PMoy eowsa'ra�re99 for sddiftret I—$ and aondettand
Pitney Bowes Confidential Information
Agreement No. 6099
Your Payment Plan
Initial Term: 48 months Initial Payment Amount: () Tax Exempt Certificate Attached
Number of Months Monthly Amount jBilled Quarterly at* () Tax Exempt Certificate Not Required
48 $ 116.15 $ 348.45 () Purchase Power® transaction fees included
(X) Purchase Power® transaction fees extra
'Does n.f inctuds any appk.bf. sales, vse, or property Wes whkh .10 be N(W-Pradaty.
Your Signature Below
By signing below, you agree to be bound by your State's/Entity's/Cooperative's contract, which is available at g,:r 166 and is incorporated by reference. The terms and
conditions of this contract will govern this transaction and be binding on us after we have completed our credit and documentation approval process and have signed below,.
NA PC ALUEPCINTADSPCI6-169897'7.17-7 AlArl
State/Entity's Contract#
�
Lessee Signaatwure
Piu1 rwwrs Signature
Mi�4 tl Um
Print Name
r'r" ta9;
Community Services Director
Title
Tille
une 23 2021
.—I.L n
Date
Date
We ollum " alse- undo.of c10 Walacaos ease undo.oc
Email Address
Sales Information
Lynn Harrington
Account Rep Name
'PROD SaTO FORM:
CITY ATTORNN
U5174003.4 9r17
02017 Pitney Bowes Inc. All rights reserved.
Pitney Bowes Confidential Information
lynnharrington@pb.com
Email Address
Page 3 of 3
PBGFS Acceptance
Y102224400
See Pitney Bowes Terms for additional terms and conditions
Agreement No. 6099
STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NO.7-17-70-41-03
Mailroom Equipment, Supplies and Maintenance
Arizona NASPO ValuePoint Master Agreement No. ADSP016-169897
Pitney Bowes Inc. (Contractor)
This Participating Addendum Number 7-17-70-41-03 is entered Into between the State of
California, Department of General Services (hereafter referred to as State" or "DGS") and
Pitney Bowes Inc. (hereafter referred to as "Contractor") under the lead State of Arizona
NASPO ValuePoint Master Agreement NumberADSP016-169897.
1. SCOPE
A. This Participating Addendum covers the purchase of Mailroom Equipment, Supplies and
Maintenance under the Arizona NASPO ValuePoint Master Agreement. The Arizona
NASPO ValuePoint Master Agreement Number ADSP016-169897 Is hereby incorporated
by reference. Product/service categories included under this Participating Addendum are
identified In Section 5 (Available Products and Services).
B. This Participating Addendum is available for use by California state departments/agencies
and political subdlvisionsilocal governments. For the purposes of this agreement, a
political subdivisionllocal government Is defined as any city, county, city and county,
district, or other local governmental body or corporation empowered to expend public
funds.
C. Each political subdivisionflocal government is to make its own determination whether this
Participating Addendum and the Arizona NASPO ValuePoint Master Agreement are
consistent with its procurement policies and regulations.
2. TERM
A. The term of this Participating Addendum shall begin upon signature approval by the
State and will end May 14, 2019, or upon termination by the State, whichever occurs
first.
B. Lead State amendments to extend the NASPO ValuePoint Master Agreement term date
are not automatically incorporated into this Participating Addendum. Extension(s) to the
term of this Participating Addendum will be through a written amendment upon mutual
agreement between the State and the Contractor.
C. Purchase order placement and execution shall be on or before the expiration of this
Participating Addendum. However, delivery of products or completion of services may
be after the Participating Addendum expiration date.
3. TERMS AND CONDITIONSIINCORRORA11ON OF DOCUMENTS
A. Terms and conditions listed below are hereby incorporated by reference and made a part
of this Participating Addendum as If attached herein and shall apply to the purchase of
goods or services made under this Participating Addendum.
Page 4 of 8
Agreement No. 6099
Participating Addendum No. 7-17-70-41-03
Pitney Bowes Inc.
1) General Provisions —Information Technology (GSPD-4011T), effective 9/5/2014.
The twelve (12) page document can be viewed at:
htt ://www,documents.d s.ca. ovl d/ oli roc/GSPD401IT14 0905. df.
Exception: Article 11 of the General Provisions — Information Technology, is
superseded by Section 4 (order of Precedence) below.
4. ORDER OF PRECEDENCE
In the event of any inconsistency between the articles, attachments, or provisions which
constitute this agreement, the following descending order of precedence shall apply:
A. California Participating Addendum Number 7-17-70-41-03
B. Arizona NASPO ValuePoint Master Agreement Number ADSP016-169897
C. Arizona Solicitation ADSP016-00006328 including all Addendums
D. Contractor's response to the Arizona Solicitation
5. AVAILABLE PRODUCTS AND SERVICES
A. The following categories from the Arizona NASPO ValuePoint Master Agreement
Number ADSP016-169897 are allowed under this Participating Addendum. SECTION
6. RESTRICTIONS/DISALLOWED PRODUCTS AND SERVICES below lists categories
disallowed for purchase by State Departments.
1) Rental Postage Meter
2) Ultra -Low Volume Mailing Systems
3) Low Volume Mailing Systems
4) Medium Volume Mailing Systems
5) High Volume Mailing Systems
6) Production Volume Mailing Systems
7) Integrated Postal Scales
8) Low Volume Letter Openers
9) High Volume Letter Openers
10) Low Volume Letter Folders
11) High Volume Letter Folders
12) Inserters
13) Low Volume Folder Inserter
14) Medium Volume Folder Inserter
15) High Volume Folder Inserter
16) Production Folder Inserter
17) Software (PC Postage)
18) Low Volume Ink Jet Envelope Addressing System
19) Medium Volume Ink Jet Envelope Addressing System
20) High Volume Ink Jet Envelope Addressing System
21) High Volume Tabbers
22) Pre -Sorting Equipment
23) Miscellaneous Services Awards
a) Software License & Subscription
b) Software Consulting
c) Training
d) Design Production
e) Install Assembly Production
f) Relocation Services
Page 2 of 8
Agreement No. 6099
Participating Addendum No. 7-17-70-41-03
Pitney Bowes Inc.
g) Equipment Lease
6. RESTRICTIONSIDISALLOWED PRODUCTS AND SERVICES
A. The following categories are prohibited for purchase by State Departments under this
Participating Addendum. These restrictions do not apply to local governmental entities.
1) Leasing and Rental Options
2) Products:
a) Remanufactured Equipment
b) Inserters
c) High Volume Tabbers
B. Product and service categories that are available on mandatory California statewide
contracts cannot be purchased from this Participating Addendum by State Departments
without an exemption. State Departments are responsible for obtaining an exemption
from DGS prior to issuing a purchase order. This restriction is not applicable to political
subdivisions/local governments.
7. PRICING
A. Contractor shall submit a California -specific Price List that incorporates the State
Department exclusions listed In SECTION 6. RESTRICTIONSIDISALLOWED
PRODUCTS AND SERVICES for the State's approval.
B. The California -specific Price List shall include all of the following items:
1) Lead State Award Category
2) Product Name
3) Manufacturer Part Number or Item Number
4) Manufacturer Suggest Retail Price (MSRP)
5) Discount off MSRP
6) Contract Price
C, Contractor shall submit a written notice of price increasestdecreases and a revised Price
List for the State's approval.
D. State -approved Price List Will be posted on the State's Cal eProcure website.
E. Arizona NASPO ValuePoint-approved Price List for local governmental entity use will be
posted on the State's Cal eProcure website,
6. SOFTWARE LICENSE AGREEMENT
Any need for a software license agreement to reflect the scope and/or limitations of the
software usage shall be negotiated to the mutual agreement of the parties and attached to
the purchase document.
Page 3 of 8
Agreement No. 6099
Participating Addendum No. 7-17-70-41-03
Pitney Bowes Inc.
9. EQUIPMENT ADDITIONSIDELETIONS
A. Contractor may add or delete equipment introduced or removed from the market by the
manufacturer under the following conditions:
1) Equipment is within existing awarded categories under the NASPO ValuePoint
Master Price Agreement;
2) Contractor has obtained prior approval from the Arizona NASPO ValuePoint
Contract Administrator; and
3) Contractor receives written approval from the California State Contract
Administrator.
B. Contractor shall submit a written notice of equipment additions/deletions and a revised
Price List for the State's approval.
C. Contractor shall not add new categories or groups of equipment or services under this
Participating Addendum that were not originally Included in the NASPO Valuepoint
Master Price Agreement.
10. AUTHORIZED RESELLERS
A. Contractor may use State -approved Authorized Resellers under this Participating
Addendum for sales and service functions as defined herein.
B. For the purposes of this Participating Addendum, Authorized Resellers are classified as
follows:
1) "Authorized Resellers"
a. Authorized Resellers may provide quotes, accept purchase orders, fulfill
purchase orders, perform maintenanceiwarranty services and accept
payment from ordering agencies for products and associated services
offered underthis Participating Addendum.
b. Authorized Resellers are responsible for sending a copy of all purchase
orders and Invoices to the Contractor for compliance with quarterly
usage reporting and administrative fee requirements.
c. All purchase documents to Authorized Resellers shall reference the
Participating Addendum Number and Contractor Name.
C. Contractor shall be responsible for successful performance and compliance with all
requirements in accordance with the terms and conditions under this Participating
Addendum, even if work is performed by Authorized Resellers. All State policies,
guidelines, and requirements shall apply to Authorized Resellers.
D. Contractor will be the sole point of contact with regard to Participating Addendum
contractual matters, reporting, and administrative fee requirements.
E. Subject to the approval of the State, Authorized Resellers may be added on a quarterly
basis during the term of the contract. Contractors shall notify the State of any deleted
Page 4 of 8
Agreement No. 6099
Participating Addendum No. 7-17-70-41-03
Pitney Bowes Inc.
Authorized Resellers or changes to current Authorized Resellers contact information at
any time during the contract term.
F. Contractor will be required to submit Authorized Resellers requests, in a format specified
by the State, to the State Contract Administrator for approval.
G. State -approved Authorized Resellers will be posted on the States Cal eProcure website.
11.ORDERING AGENCY RESPONSIBILITIES
A. State department and political subdivision/local government use of this Participating
Addendum is optional.
B. State departments and political subdivision/local governments must follow the ordering
procedures outlined within the User Instructions guide, administered by the State
Contract Administrator, to execute orders against this Participating Addendum,
12. DELIVERY
A. Delivery shall occur within 30 calendar days after receipt of order, or as negotiated
between ordering agency and contractor and included in the purchase order, or as
otherwise stipulated in the NASPO ValuePoint Master Agreement,
B. Free On Board (F.O.B.) Destination
13. INVOICING AND PAYMENT
A. Payment terms for this Participating Addendum are net forty-five (45) days. Payment
will be made in accordance with IT General Provisions Paragraph 30 (Required Payment
Date).
B. Invoices shall be sent to the address identified in the Ordering Agency's purchase order.
The State Participating Addendum Number and Ordering Agency Purchase Order
Number shall appear on each invoice for all purchases placed under this Participating
Addendum.
C. Contractor will accept the State of California credit card (CAL -Card) for payment of
invoices,
14. USAGE REPORTING
A. Contractor shall submit usage reports on a quarterly basis to the State Contract
Administrator for all California entity purchases using the report template attached hereto
as Attachment A. The report is due even when there is no activity.
B. The report shall be an Excel spreadsheet transmitted electronically to the DGS mailbox
at PDCooperatives(cy_dgs.ca.gov.
C. Any report that does not follow the required format or that excludes information will be
deemed incomplete. Contractor will be responsible for submitting corrected reports
within five business days of the date of written notification from the State.
Page 5of8
Agreement No. 6099
Participating Addendum No. 7-17-70-41-03
Pitney Bowes Inc.
D. Tax must not be included in the report, even if it is on the purchase order.
E. Reports are due for each quarter as follows:
,��Repo�irtg�Pert�ci �4+
x
�I]ue'T�'at�
JUL 1
to
SEP 30
OCT 31
OCT 1
to
DEC 31
JAN 31
JAN 1
to
MAR 31
APR 30
APR 1
to
JUN 30
JUL 31
F. Failure to meet reporting requirements and submit the reports on a timely basis shall
constitute grounds for suspension of this contract.
G. Amendments for term extensions may be approved only if all due reports have been
submitted to the State.
15. ADMINISTRATIVE FEE
A. Contractor shall submit a check, payable to the State of California, remitted to the
Cooperative Agreement Unit for the calculated amount equal to one percent (0.01) of the
sales for the quarterly period.
B. Contractor must include the Participating Addendum Number on the check. Those
checks submitted to the State without the Participating Addendum Number will be
returned to Contractor for additional identifying information.
C. Administrative fee checks shall be submitted to:
State of California
Department of General Services, Procurement Division
Attention: Cooperative Agreement Program
707 31dStreet, 2"1 Floor, MS 2-202
West Sacramento, CA 95605
D. The administrative fee shall not be included as an adjustment to Contractor's NASPO
ValuePoint Master Agreement pricing.
E. The administrative fee shall not be invoiced or charged to the ordering agency.
F. Payment of the administrative fee Is due irrespective of payment status on orders or
service contracts from a purchasing entity.
G. Administrative fee checks are due for each quarter as follows:
�epori�ngPerlocl }
DG� Date:
JUL 1
to
SEP 30
OCT 31
OCT 1
to
DEC 31
JAN 31
JAN 1
to
MAR 31
APR 30
APR 1
to
JUN 30
JIJL 31
Page 6of8
Agreement No. 6099
Participating Addendum No, 7-17-70-41-03
Pitney Bowes Inc.
H. Failure to meet administrative fee requirements and submit fees on a timely basis shall
constitute grounds for suspension of this contract.
16. CONTRACT MANAGEMENT
A. The primary Contractor Contract Manager for this Participating Addendum shall be as
follows
Contractor: Pitney Bowes Inc.
Name: Bill Walter
Phone: (480) 206-2984
E-Mail: BiiLWelter@pb.com
Address: 3001 Summer Street
Stamford, CT 06926
B. The State Contract Administrator for this Participating Addendum shall be as follows:
Name: Stacy Jarvis
Phone: (916) 375-4378
E-Mail: Stacy.Jarvls@dgs.ca.gov
Address: State of California
Department of General Services
Procurement Division
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
C. Should the contact Information for either party'change, the party will provide written
notice with updated Information no later than ten business days after the change.
17. TERMINATION OF AGREEMENT
The State may terminate this Participating Addendum at any time upon 30 days prior written
.notice to the Contractor. Upon termination or other expiration of this Participating
Addendum, each party will assist the other party In orderly termination of the Participating
Addendum and the transfer of all assets, tangible and intangible, as may facilitate the
orderly, nondisrupted business continuation of each party. This provision shall not relieve
the Contractor of the obligation to perform under any purchase order or other similar
ordering document executed prior to the termination becoming effective,
18. AMENDMENT
No amendment or variation of the terms of this Participating Addendum shall be valid unless
made in writing, signed by the parties and approved as required. No oral understanding or
agreement not incorporated in the Participating Addendum Is binding on any of the parties.
Page 7of8
Agreement No. 6099
Participating Addendurn No. 7-17-70-41-03
Pitney Bowes Inc.
19. AGREEMENT
A. This Participating Addendum and the Master Agreement together with its exhibits and/or
amendments, set forth the entire agreement between the parties with respect to the
subject matter of all previous communications, representations or agreements, whether
oral or written, with respect to the subject matter hereof. Terms and conditions
inconsistent with, contrary or in addition to the terms and conditions of this Participating
Addendum and the Master Agreement, together with its exhibits and/or amendments,
shall not be added to or incorporated into this Participating Addendum or the Master
Agreement and its exhibits and/or amendments, by any subsequent purchase order or
otherwise, and any such attempts to add or incorporate such terms and conditions are
hereby rejected. The terms and conditions of this Participating Addendum and the
Master Agreement and its exhibits and/or amendments shall prevail and govern in the
case of any such inconsistent or additional terms.
B. By signing below Contractor agrees to offer the same productsfand or services as on the
Arizona NASPO ValuePoint Master Agreement Number ADSPO16-169897, at prices
equal to or lower than the prices on that contract.
C. IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of
the date of execution by both parties below.
STATE OF CALIFORNIA CONTRACTOR
Deeartment of General Services
A cy Name
f / 13 �r-2
Signature of AutKorized Signer Date Signed
Ricardo G. Martinez, DeIt puty Director
Printed Name and Title of Authorized Signer
707 Third Street
West Sacramento, CA 95605
Address
Page 8of8
Pitnev Bowes lnc.
ContraC N
01(,,?Od
Signature fAuthorize S ri`ar Dade Signed
y®e
Printed Nam and ritte of Authorized Signer
3001 Summer Street
Stamford, CT 06926
Address
Agreement No. 6099
l CONTRACT AWARD
Cr)N TRACT' NO: VERSION BATr_
�
MA-IS-184047I-3
a�
€\TFRN'AI. SFR\I(T.SDI'.` ARTN1FN
IRt.1C'C?Rf;hi1N'I"ICii.DI�R: ligit78
11-10NJ,:
(32J)Carta,7-
I"HONE: (12.112fa7.2;31
FMAIL. t'vido5{li',l9E.iacounty,gov
'
VENDOR NO: MR569
i
•,: {\Il RICAN Lill
CONTACT; MARCIESHELANSKY
i
PHC7(vE� 949-137-7417
54o6
HSCAL YEAR;
I
EFFECTIVE DATE: 10117117
EXPIRATION: I4,1111'21
MAi1JNG. L061STICS
y0
COMN'IODIT'Y+SFRV€[ E DESCRIPTION
QUANTITY
UOM
PRICE TYPE
VALUE
CC MNA1ODITY CODE 985-(A)-W-()t)(1592
0.000
DISCOUNT
17,2500 %
MAILING EQUIMMENT, RELATED PRODUCTS AND
SFRL'ICFS FOR RENTAL AND MUNCIPAL
I -EASE. FOLDING K INSERTING MACHINES AND
RELATED SUPPLIES. RENUAL OF POSTAGE METER
Jkll-NI IMUM TRADE DISCOUNT FOR ITEMS NOT
COVERED BY NASPO CONTRACT.
2
COMMODITY CODE: 485-60-00-000593
0.000
DISCOUNT
17.2500 `YQ
RENT'AI- OF M AIE_ING AND LOGISTICS PRODUCTS.
M1'"4.EMf.TA4 TRADE DISCOUNT.
3
COMMODITY CODE: 600-01-00-000594
0.000
DISCOUNT
17.2500 %
PURCHASE OF MAILROOM FURNITURE. MINUMUM
TRADE DISCOUNT
4
COMMODITY CODE: 600.50.00.000596
0.000
DISCOUNT
17.2500 %
PI'I.NEY BOWES RELATED SUPPLY PURCIASE.
MINUMUM TRADE DISCOUNT.
5
COMMODITY CODE- 939-52-00-000597
0.000
DISCOUNT
17.2500 %
PURCHASE OF MAILING €?QUIPMFNT AND RELATED
PRODUCTS NOT COVERED BY NASPO CONTRACT.
MINUMUM TRADE DISCOUNT.
6
COMMODITY CODE: 600-7 1 -00-000001
0.000
DISCOUNT
17,2500 %
PURCHASE OF MAILING EQUIPMENT AND RELATED
PRODUCTS FOR ITEMS NOT COVERED BY NASPO
CONTRACT. MINUMUM TRADE DISCOUNT
7
COMMODITY CODE: 600-7I-00-000001
0.000
DISCOUNT
0.0000 %
PURCHASE OF MAILING EQUIPMENT AND RELATED
PRODUCTS FOR ITEMS COVERED BY NASPO
CONTRACT. DISCOUNT WILL MIRROR NASPO
CONTRACT # ADSP016.169897
Marcie Shelansky ° "l"'""' ' `shclm*'
Gate 20ie7�' -Ora
D
4AN
.10.012S#A7
Zp
{ [)E : ` YY C t (04S G F, L EVENDOR SIGNATUREMATE
Agreement No. 6099
DISTRIBUTORS ITERM CONTRACT AWARD I
CONTRACT NO: MA-IS-1840071-3 I Page
VENDOR NO; 145031
VENDOR: PITNEY BOWES GLOBAL FINANCIAL SERVICES LLC
ADDRESS: 1305 EXECUTIVE BLVD
SUITE 200
CHESAPEAKE VA 23320
CONTACT: KIM A DOBRINSKY
PHONE: 757-963-5458
VENDOR NO: 127435
VENDOR: PITNEY BOWES BANK INC
ADDRESS: 1245 EAST BRICKYARD RD STE 250
SALT LAKE CITY UT 84106
CONTACT: SHELLEY EHOUSER
PHONE: 203-922-4296
Agreement No. 6099
I SPECIAL TERMS & CONDITIONS (TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1840071-3 I Page
AMENDMENT 02 - 10/07/2020
THIS AMENDMENT IS ISSUED TO EXTEND THIS AGREEMENT FOR 12 MONTHS FROM 10/30/20
TO 10131/21, PER EMAIL FROM MARCIE SHELANSKY ON 9/21/20.
ALL OTHER PRICES, TERMS AND CONDITIONS TO REMAIN UNCHANGED.
AMENDMENT #1
THIS AMENDMENT IS ISSUED TO ADD THE FOLLOWING VENDOR CODES; 14503I AND 127435,
PER EMAIL FROM MARCIE SHELANSKY 7/14/2020.
F.O.B. DELIVERED.
FREIGHT PREPAID AND ALLOWED
VENDOR: PAYS FREIGHT COST, OWN TITLE IN TRANSIT, FILE CLAIM(S)
COUNTY: TAKES OWNERSHIP AT DESTINATION
TERMS AND CONDITIONS ARE IN ACCORDANCE WITH RFQ-IS-18260088.
PRICE OF PRODUCT INCLUDES FREIGHT AND
INSTALLATION.
LIQUIDATED DAMAGES
ALL TIME LIMITS STATED IN THE PURCHASE ORDER ARE OF THE ESSENCE.
SHOULD THE DELIVERY NOT BE COMPLETED ON OR BEFORE THE TIME
STIPULATED, IT IS MUTUALLY AGREED BY AND BETWEEN THE SUCCESSFUL
BIDDER AND THE COUNTY OF LOS ANGELES THAT:
A DELAY IN DELIVERY WOULD SERIOUSLY AFFECT THE PUBLIC AND THE
OPERATION OF THE LOS ANGELES COUNTY, THAT A REDUCTION IN THE UNIT
PRICE OF TWENTY-FIVE DOLLARS ($25.00) PER CALENDAR DAY FOR EACH AND
EVERY DAY FOR EACH UNIT WHICH EXCEEDS THE DELIVERY TIME SET FORTH
IN THE PURCHASE ORDER IS THE NEAREST MEASURE OF DAMAGES FOR EACH
DELAY THAT CAN BE FIXED AT THIS TIME, THEREFORE, THE COUNTY AND
THE SUCCESSFUL BIDDER HEREBY ESTABLISH SAID REDUCTION IN THE UNIT
PRICE OF TWENTY-FIVE DOLLARS ($25.00) PER CALENDAR DAY FOR EACH AND
EVERY DAY OF DELAY FOR EACH UNIT AS LIQUIDATED DAMAGES AND NOT AS
A PENALTY OR FORFEITURE FOR THE BREACH OF AGREEMENT TO COMPLETE
DELIVERY BY THE SUCCESSFUL BIDDER ON OR BEFORE THE TIME SPECIFIED
IN THE PURCHASE ORDER,
LIQUIDATED DAMAGES SHALL NOT APPLY TO TIME ELAPSING BETWEEN DATE
OF DELIVERY AND DATE OF NOTIFICATION TO THE SUCCESSFUL BIDDER OF
REJECTION OF SUBSPECIFICATION MATERIAL.
THE ABOVE CONDITIONS MAY BE INVOKED IF DELIVERIES EXCEED THE
SPECIFIED TIME OR IF REPLACEMENT OF MATERIAL NOT MEETING
SPECIFICATIONS EXCEEDS SPECIFIED TIME.
SHOULD THE SUCCESSFUL BIDDER BE OBSTRUCTED OR DELAYED IN THE WORK
REQUIRED TO BE DONE HEREWITH BY CHANGES IN THE WORK OR BY ANY
DEFAULT, ACT, OR OMISSION OF THE COUNTY, OR BY STRIKES, FIRES,
ACTS OF GOD, OR BY THE INABILITY TO OBTAIN MATERIALS, EQUIPMENT,
OR LABOR DUE TO FEDERAL GOVERNMENT RESTRICTIONS ARISING OUT OF
THE DEFENSE OR WAR PROGRAM, THEN THE TIME OF COMPLETION SHALL BE
EXTENDED FOR SUCH PERIODS AS MAY BE AGREED UPON BY COUNTY AND THE
SUCCESSFUL BIDDER.
IF THERE IS INSUFFICIENT TIME TO GRANT EXTENSIONS PRIOR TO
COMPLETION DATE OF THE CONTRACT, THE COUNTY MAY, AT THE TIME OF
ACCEPTANCE OF THE WORK, WAIVE LIQUIDATED DAMAGES WHICH MAY HAVE
ACCRUED FOR FAILURE TO COMPLETE THE WORK ON TIME DUE TO ANY OF
THE ABOVE, AFTER HEARING EVIDENCE AS TO THE REASONS FOR SUCH
DELAY AND MAKING A FINDING AS TO THE CAUSE OF SAME.
1N THE EVENT THAT THE SUCCESSFUL BIDDER IS ON STRIKE AT THE TIME
OF THE AWARD OF THE BID, THE COUNTY RESERVES THE OPTION TO ACCEPT
Agreement No. 6099
ISPECIAL TERMS & CONDITIONS ITERM CONTRACT AWARD I
CONTRACT NO: MA-IS-1840071-3 Page
THE FIRST ACCEPTABLE BID FROM A MANUFACTURER THAT IS NOT ON
STRIKE.
TIME SPECIFIED IN THE PO SHALL IN NO EVENT BE SOONER THAN THIRTY (30) DAYS FROM
THE DATE OF THE SUBMISSION OF THE ORDER.
THE COUNTY OF LOS ANGELES RESERVES THE RIGHT TO CANCEL THIS AGREEMENT
IF DELIVERY OR SERVICES PROVE UNSATISFACTORY (DEFAULT) AND MAY PROCURE THE
ARTICLES OR SERVICES FROM OTHER SOURCES AND MAY DEDUCT FROM UNPAID BALANCE DUE
THE VENDOR AND/OR MAY COLLECT AGAINST THE BOND OR SURETY FOR EXCESS COSTS SO
PAID. THE PRICES PAID BY THE COUNTY OF LOS ANGELES SHALL BE CONSIDERED THE
PREVAILING MARKET PRICE AT THE
TIME SUCH PURCHASE IS MADE, THE COUNTY OF LOS ANGELES SHALL BE
SOLE JUDGE AS TO SATISFACTORY PERFORMANCE.
DAMAGE TO BUILDINGS, APPURTENANCES AND FURNISHINGS MUST BE
AVOIDED. DAMAGE CAUSED BY CONTRACTOR'S OPERATIONS SHALL BE
REPAIRED, AS DIRECTED, AT NO COST TO THE COUNTY OF LOS ANGELES.
INSURANCE COVERAGE REQUIREMENTS (APPLIES ONLY TO CONTRACTOR EMPLOYEES AND NOT
EQUIPMENT):
GENERAL LIABILILTY: INSURANCE (WRITTEN ON ISO POLICY FORM CG 00 01
OR ITS EQUIVALENT) WITH LIMITS OF NOT LESS THAN THE FOLLOWING:
GENERAL AGGREGATE: $2 MILLION
PRODUCTS/COMPLETED OPERATIONS AGGREGATE: $1 MILLION
PERSONAL AND ADVERTISING INJURY: $1 MILLION
EACH OCCURENCE: $1 MILLION
AUTOMOBILE LIABILITY: INSURANCE (WRITTEN ON ISO POLICY FORM CA 00 01
OR ITS EQUIVALENT) WITH A LIMIT OF LIBILITY OF NOT LESS THAN
$1 MILLION FOR EACH ACCIDENT. SUCH INSURANCE SHALL INCLUDE COVERAGE
FOR ALL `OWNED' 'HIRED' AND 'NON -OWNED' VEHICLES, OR COVERAGE
FOR'ANY AUTO'.
WORKERS COMPENSATION AND EMPLOYERS' LIABILLITY: INSURANCE
PROVIDING WORKERS COMPENSATION BENEFITS, AS REQUIRED BY THE
LABOR CODE OF THE STATE OF CALIFORNIA OR BY ANY OTHER STATE, AND
FOR WHICH CONTRACTOR IS RESPONSIBLE. IF CONTRACTOR'S EMPLOYEES
WILL BE ENGAGED IN MARITIME EMPLOYMENT, COVERAGE SHALL PROVIDE
WORKERS COMPENSATION BENEFITS AS REQUIRED BY THE U.S. LONGSHORE
AND HARBOR WORKERS` COMPENSATION ACT, JONES ACTOR ANY OTHER
FEDERAL LAW FOR WHICH CONTRACTOR IS RESPONSIBLE.
IN ALL CASES, THE ABOVE INSURANCE ALSO SHALL INCLUDE EMPLOYERS'
LIABILITY COVERAGE WITH LIMITS OF NOT LESS THAN THE FOLLOWING:
EACH ACCIDENT: $1 MILLION
DISEASE -POLICY LIMIT: $I MILLION
DISEASE -EACH EMPLOYEE: $1 MILLION
PROPERTY COVERAGE: SUCH INSURANCE SHALL BE ENDORSED NAMING THE
COUNTY OF LOS ANGELES AS LOSS PAYEE, AND SHALL INCLUDE:
PERSONAL PROPERTY: MOBILE EQUIPMENT - SPECIAL FORM ('ALL RISK') COVERAGE FOR
THE ACTUAL CASH VALUE OF COUNTY -OWNED OR LEASED PROPERTY.
REAL PROPERTY AND ALL OTHER PERSONAL PROPERTY - SPECIAL FORM
('ALL RISK') COVERAGE FOR THE FULL REPLACEMENT VALUE OF COUNTY -
OWNED OR LEASED PROPERTY.
INDEMNIFICATION AND INSURANCE REQUIREMENTS
FOR LOS ANGELES COUNTY SERVICE AGREEMENTS
INDEMNIFICATION: CONTRACTOR SHALL INDEMNIFY, DEFEND AND HOLD
HARMLESS COUNTY, AND ITS SPECIAL DISTRICTS, ELECTED AND APPOINTED
OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL
LIABILITY, INCLUDING BUT NOT LIMITED TO DEMANDS, CLAIMS, ACTIONS,
FEES, COSTS, AND EXPENSES (INCLUDING ATTORNEY AND EXPERT WITNESS FEES),
ARISING FROM OR CONNECTED WITH CONTRACTOR'S ACTS ANDIOR OMISSIONS
ARISING FROM AND/OR RELATING TO ANY AGREEMENT FORMULATED AS A
Agreement No. 6099
ISPECIAL TERMS & CONDITIONS ITERM CONTRACT AWARD
CONTRACTNO: MA-IS-1840071-3 I Page
RESULT OF THIS INQUIRY.
GENERAL INSURANCE REQUIREMENTS: WITHOUT LIMITING CONTRACTOR'S
INDEMNIFICATION OF COUNTY AND DURING THE TERM OF ANY AGREEMENT
FORMULATED FROM THIS INQUIRY, CONTRACTOR SHALL PROVIDE AND
MAINTAIN, AND SHALL REQUIRE ALL OF ITS SUB -CONTRACTORS TO
MAINTAIN, THE FOLLOWING PROGRAMS OF INSURANCE SPECIFIED IN ANY
AGREEMENT FORMULATED FROM THIS INQUIRY. SUCH INSURANCE SHALL
BE PRIMARY TO AND NOT CONTRIBUTING WITH ANY OTHER INSURANCE OF SELF-
INSURANCE PROGRAMS MAINTAINED BY COUNTY, AND SUCH COVERAGE SHALL
BE PROVIDED AND MAINTAINED AT CONTRACTOR'S OWN EXPENSE.
EVIDENCE OF INSURANCE: CERTIFICATE(S) OR OTHER EVIDENCE OF COVERAGE
SATISFACTORY TO COUNTY SHALL BE DELIVERED TO PURCHASING AGENT
DESIGNEE PRIOR TO COMMENCING SERVICES UNDER ANY AGREEMENT FORMULATED AS A
RESULT OF THIS INQUIRY. CERTIFICATE(S) OR OTHER EVIDENCE OF COVERAGE
SHALL BE DELIVERED TO:
ATTN: TED LO
COUNTY OF LOS ANGELES - ISD
1100 NORTH EASTERN AVENUE RM 9G115
LOS ANGELES, CA 90063
SUCH CERTIFICATES OR OTHER EVIDENCE SHALL:
(1) SPECIFICALLY IDENTIFY SUBSEQUENT AGREEMENT.
(2) CLEARLY EVIDENCE ALL COVERAGES REQUIRED IN SUBSEQUENT AGREEMENT.
(3) CONTAIN THE EXPRESS CONDITION THAT COUNTY IS TO BE GIVEN WRITTEN
NOTICE BY MAIL AT LEAST THIRTY (30) DAYS IN ADVANCE OF CANCELLATION
FOR ALL POLICIES EVIDENCED ON THE CERTIFICATE OF INSURANCE.
(4) INCLUDE COPIES OF THE ADDITIONAL INSURED ENDORSEMENT TO THE
COMMERCIAL GENERAL LIABILITY POLICY, ADDING THE COUNTY OF LOS ANGELES
ITS SPECIAL DISTRICTS, ITS OFFICIALS, OFFICERS AND EMPLOYEES AS
INSUREDS FOR ALL ACTIVITIES ARISING FROM SUBSEQUENT AGREEMENT.
INSURER FINANCIAL RATINGS: INSURANCE IS TO BE PROVIDED BY AN
INSURANCE
COMPANY ACCEPTABLE TO THE COUNTY WITH AN A.M. BEST RATING OF NOT LESS
THAN A:VII, UNLESS OTHERWISE APPROVED BY COUNTY.
FAILURE TO MAINTAIN COVERAGE: FAILURE BY CONTRACTOR TO MAINTAIN THE
REQUIRED INSURANCE, OR TO PROVIDE EVIDENCE OF INSURANCE COVERAGE
ACCEPTABLE TO COUNTY, SHALL CONSTITUTE A MATERIAL BREACH OF THE
CONTRACT UPON WHICH COUNTY MAY IMMEDIATELY TERMINATE OR SUSPEND
SUBSEQUENT AGREEMENT, COUNTY, AT ITS SOLE OPTION, MAY OBTAIN DAMAGES
FROM CONTRACTOR RESULTING FROM SAID BREACH. ALTERNATIVELY, COUNTY
MAY PURCHASE SUCH REQUIRED INSURANCE COVERAGE, AND WITHOUT FURTHER
NOTICE TO CONTRACTOR, COUNTY MAY DEDUCT FROM SUMS DUE TO CONTRACTOR
ANY PREMIUM COSTS ADVANCED BY COUNTY FOR SUCH INSURANCE.
NOTIFICATION OF INCIDENTS, CLAIMS OR SUITS: CONTRACTOR SHALL REPORT
TO COUNTY:
(1) ANY ACCIDENT OR INCIDENT RELATING TO SERVICES PERFORMED UNDER
SUBSEQUENT AGREEMENT WHICH INVOLVES INJURY OR PROPERTY DAMAGE
WHICH MAY RESULT IN THE FILING OF A CLAIM OR LAWSUIT AGAINST
CONTRACTOR AND/OR COUNTY. SUCH REPORT SHALL BE MADE IN WRITING
WITHIN 24 HOURS OF OCCURRENCE.
(2) ANY THIRD PARTY CLAIM OR LAWSUIT FILED AGAINST CONTRACTOR
ARISING
FROM OR RELATED TO SERVICES PERFORMED BY CONTRACTOR UNDER SUBSEQUENT
AGREEMENT.
(3) ANY INJURY TO A CONTRACTOR EMPLOYEE WHICH OCCURS ON COUNTY
PROPERTY. THIS REPORT SHALL BE SUBMITTED ON A COUNTY "NON -EMPLOYEE
INJURY REPORT" TO THE COUNTY CONTRACT MANAGER.
(4) ANY LOSS, DISAPPEARANCE, DESTRUCTION, MISUSE, OR THEFT OF ANY
KIND WHATSOEVER OF COUNTY PROPERTY, MONIES OR SECURITIES ENTRUSTED
TO CONTRACTOR UNDER THE TERMS OF SUBSEQUENT AGREEMENT.
COMPENSATION FOR COUNTY COSTS: IN THE EVENT THAT CONTRACTOR FAILS
Agreement No. 6099
SPECIAL TERMS & CONDITIONS I TERM CONTRACT AWARD I
CONTRACTNO: MA-IS-1840071-3 I Page
TO COMPLY WITH ANY OF THE INDEMNIFICATION OR INSURANCE REQUIREMENTS
OF SUBSEQUENT AGREEMENT, AND SUCH FAILURE TO COMPLY RESULTS IN ANY
COSTS TO COUNTY, CONTRACTOR SHALL PAY FULL COMPENSATION FOR ALL COSTS
INCURRED BY COUNTY.
INSURANCE COVERAGE REQUIREMENTS FOR SUB -CONTRACTORS: CONTRACTOR
SHALL ENSURE ANY AND ALL SUB -CONTRACTORS PERFORMING SERVICES UNDER
SUBSEQUENT AGREEMENT MEET THE INSURANCE REQUREMENTS OF SUBSEQUENT
AGREEMENT BY EITHER:
(1) CONTRACTOR PROVIDING EVIDENCE OF INSURANCE COVERING THE
ACTIVITIES OF SUB -CONTRACTOR, OR
(2) CONTRACTOR PROVIDING EVIDENCE SUBMITTED BY SUB -CONTRACTORS
EVIDENCING THAT SUB-CONTRCTORS MAINTAIN THE REQUIRED INSURANCE
COVERAGE. COUNTY RETAINS THE RIGHT TO OBTRAIN COPIES OF EVIDENCE
OF SUB -CONTRACTOR INSURANCE COVERAGE AT ANY TIME.
INVOICES: INVOICES SHALL BEAR UPON THEIR FACE THE PURCHASE ORDER
NUMBER WHICH APPEARS IN THE UPPER RIGHT-HAND CORNER HEREOF.
INVOICES MUST STATE THAT THEY COVER, AS THE CASE MAY BE, COMPLETE
OR PARTIAL DELIVERY, AND MUST SHOW UNITS AND UNIT PRICES.
INVOICES WILL NOT BE PAID UNLESS AND UNTIL THE REQUIREMENTS HAVE
BEEN FULLY MET. WHEN PRICE SHOWN IS A DELIVERED PRICE, ALL
TRANSPORTATION AND DELIVERY CHARGES MUST BE PREPAID IN FULL TO
DESTINATION.
WARRANTY:
PARTS AND LABOR WARRANTY IS ONE (1) YEAR ON NASPO
CONTACT PERSON AND TELEPHONE NUMBER IN CASE WARRANTY PARTS
OR LABOR ARE NECESSARY:
SERVICE DEPARTMENT TELEPHONE: 877-213-7284
WARRANTY TO BECOME EFFECTIVE AS OF RECEIPT AND ACCEPTANCE OF
MATERIAL.
AUTHORIZATION WARRANTY
CONTRACTOR REPRESENTS AND WARRANTS THAT THE PERSON EXECUTING THIS
AGREEMENT FOR CONTRACTOR IS AN AUTHORIZED AGENT WHO HAS ACTUAL
AUTHORITY TO BIND CONTRACTOR TO EACH AND EVERY TERM, CONDITION AND
OBLIGATION OF THIS AGREEMENT AND THAT ALL REQUIREMENTS OF
CONTRACTOR HAVE BEEN FULFILLED TO PROVIDE SUCH ACTUAL AUTHORIZATION.
THE COUNTY'S STANDARD TERMS AND CONDITIONS ARE MODIFIED AS FOLLOWS:
SECTION 7: CANCELLATION: ADD: ANY LEASE WRITTEN UNDER THIS CONTRACT WILL
REMAIN IN FULL FORCE AND EFFECT THROUGHOUT THE TERM OF THE LEASE SUBJECT TO
TERMINATION PROVISIONS CONTAINED WITHIN SUCH LEASE.
SECTION 13: DEFAULT: a: ADD: AND FAILS TO CURE SUCH BREACH WITHIN THIRTY (30)
WORKING DAYS (OR SUCH LONGER PERIOD AS THE COUNTY MAY AUTHORIZE IN WRITING)
AFTER RECEIPT OF WRITTEN NOTICE FROM THE COUNTY SPECIFYING SUCH FAILURE.
SECTION 19: MOST FAVORED CUSTOMER: IS REMOVED IN IT'S ENTIRETY.
Agreement No. 6099
ISTANDARD TERMS & CONDITIONS ITERM CONTRACT AWARD I
CONTRACT NO: MA-IS-1840071-3 I Page
The County of Los Angeles accepts your offer to furnish our requirements (and such requirements as may be ordered by cities and /or
districts indicated herein) of the listed commodity, or service, as needed, subject to conditions of the stated quotation and as provided
herein. All Purchase Agreements, Purchase Orders and Contracts will be deemed to be made and entered into the State of California
under the constitution and laws of this state and are to be so construed.
PRICE GUARANTEE: Unless otherwise provided herein, prices are maximum for the period of this agreement. In the event of a
price decline, or, should you at any time during the life of this agreement sell the same material or service under similar quantity and
deliver conditions to the State of California, or legal district thereof, or to any county or Municipality within the State of California at
prices below those stated herein, you will immediately extend such lower prices to the County of Los Angeles.
ATTENTION: VENDOWDEPARTMENT - SPECIAL NOTE: County departments are not authorized to use this agreement as a
purchasing source for products not specifically covered herein. Changes of items, equipment, or modifications to prices,
specifications, or conditions, etc., of this agreement can be made only by the Purchasing Agent by issuance of official amendment and
in accordance with properly authorized changes agreed upon prior to consummation.
Los Angeles County will not pay for items not listed below that have not been processed in accordance with the above paragraph.
Vendor will incur payment problems.
County's Quality Assurance Plan, The County or its agent will evaluate Contractor's performance under this agreement on not less
than annual basis. Such evaluation will include assessing Contractor's compliance with all contract terms and performance standards.
Contractor deficiencies which County's determines are severe or continuing and that may place performance of the agreement in
jeopardy if not corrected will be reported to the Board of Supervisors. The report will include improvement/corrective action
measures taken by the County and Contractor. If improvement does not occur consistent with the corrective action measures, County
may terminate this agreement or impose other penaltiesas specified in this agreement.
CONTRACTOR RESPONSIBILITY AND DEBARMENT
I _ A responsible Contractor is a Contractor who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity
and experience to satisfactorily perform the contract. It is the County's policy to conduct business onlywith responsible contractors.
2. The Contractor is hereby notified that, in accordance with Chapter 2.202 of the County Code, if the County acquires information
concerning the performance of the contractor on this or other contracts which indicates that the Contractor is not responsible, the
County may, in addition to other remedies provided in the contract, debar the Contractor from bidding on County contracts for a
specified period of time not to exceed 5 years, and terminate any or all existing contracts the Contractor may have with the County.
3. The County may debar a contractor if the Board of Supervisors finds, in its discretion, that the Contractor has done any of the
following: (1) violated any term of a contract with the County, (2) committed any act or omission which negatively reflects on the
Contractor's quality, fitness or capacity to perform a contract with the County or any other public entity, or engaged in a pattern or
practice which negatively reflects on same, (3) committed an act or offense which indicates a lack of business integrity or business
honesty, or (4) made or submitted a false claim against the County or any other public entity.
4, If there is evidence that the Contractor may be subject to debarment, the Department will notify the Contractor in writing of the
evidence which is, the basis for the proposed debarment and will advise the Contractor of the scheduled date for a debarment hearing
before the Contractor Hearing Board,
5. The Contractor Hearing Board will conduct a hearing where evidence on the proposed debarment is presented. The Contractor and/
or the Contractor's representative shall be given an opportunity to submit evidence at that hearing. After the hearing, the Contractor
Hearing Board shall prepare a proposed decision, which shall contain a recommendation regarding whether the contractor should be
debarred, and, if so, the appropriate length of time of the debarment. If the Contractor fails to avail itself of the opportunity to submit
evidence to the Contractor Hearing Board,the Contractor may be deemed to have waived all rights of appeal.
b. A record of the hearing, the proposed decision and any other recommendation of the Contractor Hearing Board shall be presented
to the Board of Supervisors. The Board of Supervisors shall have the right to modify, deny or adopt the proposed decision and
recommendation of the Hearing Board.
7, These terms shall also apply to (subcontractors/subconsultants) of County Contractors.
Agreement No. 6099
ISTANDARD TERMS & CONDITIONS ITERM CONTRACT AWARD I
CONTRACTNO: MA-IS-1840071-3 Page
8
PROHIBITION AGAINST USE OF CHILD LABOR
VENDOR shall:
1. Not knowingly sell or supply to COUNTY any products, goods, supplies or other personal property produced or manufactured in
violation of child labor standards set by the International Labor Organizations through its 1973 Convention concerning Minimum Age
for Employment.
2. Upon request by COUNTY, identify the country/countries of origin of any products. goods, supplies or other personal property
bidder sells or supplies to COUNTY, and
3. Upon request by COUNTY, provide to COUNTY the manufacturer's certification of compliance with all international child labor
conventions.
Should COUNTY discover that any products, goods, supplies or other personal property sold or supplied by VENDOR to COUNTY
are produced in violation of any international child labor conventions, VENDOR shall immediately provide an alternative, compliant
source of supply .
Failure by VENDOR to comply with the provisions of this clause will be grounds for immediate cancellation of this Purchase Order
or termination of this Agreement and award to an alternative vendor.
A. Jury Service Program
This Contract is subject to the provisions of the County's ordinance entitled Contractor Employee Jury Service ("Jury Service
Program") as codified in Sections 2.203.010 through 2.203.090 of the Los Angeles County Code.
Should COUNTY discover that any products, goods, supplies or other personal property sold or supplied by VENDOR to COUNTY
are produced in violation of any international child labor conventions, VENDOR shall immediately provide an alternative, compliant
source of supply.
B. Written Employee Jury Service policy.
1. Unless Contractor has demonstrated to the County's satisfaction either that Contractor is not a "Contractor" as defined under the
Jury Service Program (Section 2.203.020 of the County Code) or that Contractor qualifies for an exception to the Jury Service
Program (Section 2.203,070 of the County Code), Contractor shall have and adhere to a written policy that provides that its
Employees shall receive from the Contractor, on an annual basis, no less than five days of regular pay for actual jury service. This
policy may provide that Employees deposit any fees received for such jury service with the Contractor or that the Contractor deduct
from the Employee's regular pay the fees received for jury service.
2. For purposes of this Section, "Contractor" means a person, partnership, corporation or other entity which has a contract with the
County or a subcontract with a County contractor and has received or will receive an aggregate sum of $50,000 or more in any 12-
month period under one or more County contracts or subcontracts. "Employee" means any California resident who is a full time
employee of Contractor. "Full time" means 40 hours or more worked per week, or a lesser number of hours i f the lesser number is a
recognized industry standard and is approved as such by the County. If Contractor uses any subcontractor to perform services for the
County under the Contract, the subcontractor shall also be subject to the provisions of this Section. The provisions of this Section shall
be inserted into any such subcontract agreement and a Copy of the Jury Service Program shall be attached to the agreement.
Agreement No. 6099
I STANDARD TERMS & CONDITIONS i TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1840071-3 I Page
3. If Contractor is not required to comply with the Jury Service Program when the Contract commences, Contractor shall have a
continuing obligation to review the applicability of its "exception status" from the Jury Service Program, and Contractor shall
immediately notify County if Contractor at any time either comes within the Jury Service Program's definition of "Contractor" or if
Contractor no longer qualifies for an exception to the Program. In either event, Contractor shall immediately implement a written
policy consistent with the .fury Service Program. The County may also require, at any time during the Contract and at its sale
discretion, that Contractor demonstrate to the county's satisfaction that Contractor either continues to remain outside of the Jury
service Program's definition of "Contractor" and/or that Contractor continues to qualify for an exception to the Program.
4. Contractor's violation of this Section of the contract may constitute a material breach of the Contract. In the event of such
material, breach, County may, in its sole discretion, terminate the Contract and/or bar Contractor from the award of future County
contracts for a period of time consistent with the seriousness of the breach.
PRICE SPECIFIC CONTRACTS AND PURCHASE ORDERS
Vendors are entitled to receive payment for goods received by, or services provided to the county specific to the Contract or Purchase
Order price amount. Under no circumstances will those Suppliers, Contractors or Vendors who supply goods or otherwise contract
services with the County of Los Angeles be entitled to or paid for expenditures beyond the Contract or Purchase Order amounts.
Vendors are prohibited from accepting prepayment for goods or services without the express written approval of the County
Purchasing Agent.
ASSIGNMENT BY CONTRACTOR
A. Contractor shall not assign its rights or delegate its duties under the Agreement, or both whether in whole or in part, without the
prior written consent of County, in its discretion, and any attempted assignment or delegation without such consent shall be null and
void. For purposes of this paragraph, County consent shall require a written amendment to the Agreement, which is formally
approved and executed by the parties. Any payments by county to any approved delegate or assignee on any claim under the
Agreement shall be deductible, at County's sole discretion, against the claims which Contractor, may have against county.
B. Shareholders, partners, members, or other equity holders of Contractor may transfer, sell exchange, assign, or divest themselves
of any interest they may have therein, However, in the event any such sale, transfer, exchange. assignment, or divestment is effected
in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the
majority controlling interest therein at the time of execution of the Agreement, such disposition is an assignment requiring the prior
written consent of County in accordance with applicable provisions of this Agreement.
C. Any assumption, assignment, delegation, or takeover of any of the Contractor's duties, responsibilities, obligations, or
performance of same by any entity other than the Contractor, whether through assignment, subcontract, delegation, merger, buyout, or
any other mechanism, with or without consideration for any reason whatsoever without county's express prior written approval, shall
be a material breach of the Agreement which may result in the termination of the Agreement. In the event of such termination, County
shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.
DEFAULT METHOD OF PAYMENT: DIRECT DEPOSIT OR ELECTRONIC FUNDS TRANSFER (EFT)
I . The County, at its sole discretion, has determined that the most efficient and secure default form of payment for goods and/or
services provided under an agreement or contract with the County shall be Electronic Funds Transfer (EFT) or direct deposit, unless
an alternative method of payment is deemed appropriate by the Auditor -Controller (A-C).
2. The Contractor shall submit a direct deposit authorization request via the website https://directdeposit.lacounty.gov with banking
and vendor information, and any other information that the A-C determines is reasonably necessary to process the payment and
comply with all accounting, record keeping, and tax reporting requirements.
3. Any provision of law, grant, or funding agreement requiring a specific form or method of payment other than EFT or direct
deposit shall supersede this requirement with respect to those payments.
FEDERAL UNIFORM GUIDELINE CLAUSE
By entering into this Contract/Purchase Order, the Contractor/Vendor agrees to comply with all applicable provisions of Title 2,
Subtitle A, Chapter 11, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT
REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.
Agreement No. 6099
STANDARD TERMS & CONDITIONS [TERM CONTRACT AWARD
CONTRACT NO: MA-lS-1940071-3 Page
COMPLIANCE WITH COUNTY POLICY OF EQUITY
The contractor acknowledges that the County takes its commitment to preserving the dignity and professionalism of the workplace
very seriously, as set forth in the County Policy of Equity (CPOE), (https-,/Iceop,lacounty.gov/). The contractor further acknowledges
that the County strives to provide a workplace free from discrimination, harassment, retaliation and inappropriate conduct based on a
protected characteristic, and which may violate the CPOE. The contractor, its employees and subcontractors acknowledge and certify
receipt and understanding of the CPOE. Failure of the contractor, its employees or its subcontractors to uphold the County's
expectations of a workplace free from harassment and discrimination, including inappropriate conduct based on a protected
characteristic, may subject the contractor to termination of contractual agreements as well as civil liability.
Agreement No. 6099