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Home My WebLink AboutE-11 Purchase 1 patrol SUVs VehicleCONSENT CALENDAR E-11 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER FROM: STEPHAN E. HUNT, ACTING CHIEF OF POLICE DATE: AUGUST 15, 2016 SUBJECT: PURCHASE OF A 2016 FORD POLICE INTERCEPTOR VEHICLE FROM WONDRIES FLEET GROUP SUMMARY: As part of the ongoing fleet management program at the Azusa Police Department, older, high mileage police vehicles are removed from the fleet and replaced with newer vehicles. The Police Department is recommending the retirement of one (1) vehicle and the purchase of one (1), 2016 Ford Police Interceptor Utility vehicle from Wondries Fleet Group in Alhambra as a replacement. This action waives the competitive bidding process as authorized by Section 2.521 (a) of the Azusa Municipal Code and approves the purchase of one (1) 2016 Ford Police Interceptor Utility vehicle from Wondries Fleet Group in an amount not to exceed $30,182.10. RECOMMENDATION: Staff recommends that the City Council take the following actions: 1) Waive the competitive bidding process as authorized under Azusa Municipal Code Section 2.521(a) and approve the purchase of one (1), 2016 Ford Police Interceptor Utility vehicles from Wondries Fleet Group, in an amount not to exceed $30,182.10; and 2) Authorize the City Manager to execute all documents necessary to effectuate this transaction. DISCUSSION: Each year the Police Department budgets to replace older, high mileage patrol vehicles. Not only do high mileage vehicles become expensive to maintain, but can compromise officer and public safety. This year’s fleet rotation involves replacing one (1) vehicle from the fleet that is beyond warranty and in need of retirement from patrol deployment. APPROVED COUNCIL MEETING 8/15/2016 Approve Purchase of Police Vehicle from Wondries Fleet Group August 15, 2016 Page 2 The City’s purchasing procedures allow for the acquisition of equivalent equipment through a process of competitive bidding by using other municipalities or through joint powers programs. In this case, t he City is piggybacking off a County of Los Angeles Purchase Order which granted a base price not including tax and tire fees of $35,465.74 per Utility Vehicle (Attachment 1 and 2). Wondries Quote (Attachment #3), which includes driver and front passenger side-impact airbags, is $27,690.00, which is below the County base price. The price of the vehicles inclusive of tax and tire fees is $30,182.10. The listed price per unit on the County of Los Angeles purchase order is $35,465.74 due to their order including extra accessories that the Azusa Police Department does not require, which is why the base price is being extended at a lower amount to the City and the County contract is being honored by Wondries. FISCAL IMPACT: Funds in the amount of $30,190 are available in the Fiscal Year 2016/2017 budget in account #37-25- 420-000-7140. Prepared by: Reviewed and Approved: Sam Fleming Stephan E. Hunt Captain Acting, Chief of Police Reviewed and Approved: Reviewed and Approved: Louie F. Lacasella Troy L. Butzlaff, ICMA-CM Management Analyst City Manager Attachments: 1) Los Angeles County, Request for Bid documents RFB-IS -16200108-1 (three parts) 2) Los Angeles County, Purchase Order DPO-SH-16361257-4 3) Patrol Vehicle quote from Wondries Fleet Group COUNTY OF LOS ANGELES VENDOR NAME,STREET,CITY,STATE,ZIP CODE: LINE NO.COMMODITY/SERVICE DESCRIPTION QUANTITY UOM UNIT PRICE EXTENDED AMOUNT BILL TO: CONTACT FOR DELIVERY INSTRUCTIONS (NAME, TELEPHONE) AGENCY REQ.NUMBER ORDER NUMBER DATE PRINTED LOS ANGELES COUNTY ADDRESS ALL INQUIRIES AND CORRESPONDENCE TO: ALL TERMS AND CONDITIONS IN THE SOLICITATION ARE PART OF THIS ORDERAS IF FULLY REPRODUCED HEREIN. SHIP FOB DESTINATION TO:(UNLESS SPECIFIED ELSEWHERE) CONTRACT NUMBER TOTAL AMOUNT OF ORDERDELIVERY DATE FOB POINT VENDOR NO. DISCOUNT: DAYS : PROMPTPAYMENTTERMS TERM 1 DISCOUNT : DAYS : TERM 2 DISCOUNT : DAYS : TERM 3 DISCOUNT : DAYS : TERM 4 https://lacovss.lacounty.gov/LoginExternal/Pages/lacovss-dept-contacts.pdf Email: Phone: Contact: PROCUREMENT FOLDER : NOTICE TO VENDOR:ALL ITEMS LISTED ON VENDOR PACKING SLIPSAND INVOICES MUST REFLECT THECORRESPONDING PURCHASE ORDERCOMMODITY LINE NUMBER. ALSO, THE ORDERNUMBER MUST BE REFERENCED ON ALL PACKING AWARD DATEFor Vendor Payment Inquiries please refer to LA County is pleased to provide online access to the new Vendor Self-Service (VSS) Portal: Go to the portal home page to find out more about the benefits to vendors who do business with the County. http://lacovss.lacounty.gov Marnica Valencia 323-267-2288 mavalencia@isd.lacounty.gov COMM & FLEET MGMT BUREAU 15757 1104 N. EASTERN AVENUE DOOR #50 COMM & FLEET MGMT BUREAU 15757 1104 N. EASTERN AVENUE DOOR #50 COMM AND FLEET MGMT BUREAU 15757/5 $12,576,343.98 972379 400 S. ATLANTIC BLVD. P.O. BOX 1131 0.00 30 0 0 0 SHERIFF PURCHASE ORDER SHERIFF PURCHASE ORDERDPO-SH-16361257-416361257 DPO-SH-16361257-4 03/17/16 SHERIFF CA 90063 LOS ANGELES CA 90063 ALHAMBRACA91801-3642 SH006790063CA BOB WONDRIES FORD LOS ANGELES CA 90063ALHAMBRA CA 91801-3642 03/14/16 FOB Destination, Freight Prepaid and Allowed 01PR 03/17/2016 042117 SUPPLIER PART NO: COMMODITY CODE:070-42-00-0000000 300.00000 EA $35,465.740000 $ 10,639,722.001 SALES TAX AMOUNT:$ 957,574.98 DESCRIPTION:2016-03-17 10:01:47.000000 ******************** CHANGE ORDER #2 - SEE PAGE 5 ******************** VEHICLE - SUV, UTILITY, PPV, B&W, AWD, 3.7 LITER / V-6 ENGINE, 6-SPEED AUTO - PER THE ATTACHED SPECIFICATIONS LABELED AS EXHIBIT A. NOTE: VEHICLES SHALL BE OF THE MAKE, MODEL, AND MECHANICALLY EQUIPPED AS TESTED & CERTIFIED AS "HIGH SPEED POLICE PACKAGE VEHICLES" AT THE LASD'S MOST RECENT ANNUAL "LAW ENFORCEMENT VEHICLE TEST & EVALUATION PROGRAM". CHANGE ORDER #2 S80003 PRICE SHEET QUANTITY VENDOR : ORDER NO: LINE NO.UOM VENDOR NO:PAGE COMMODITY/SERVICE DESCRIPTION UNIT PRICE EXTENDED AMOUNT PURCHASE ORDER SHERIFF DPO-SH-16361257-4 PURCHASE ORDERDPO-SH-16361257-4 01PR042117 2BOB WONDRIES FORD **VEHICLE OFFERED** 2016 FORD K8A 9W DEPARTMENT NOTE (LINE 1 ONLY): If payment is made within 30 days, a discount of 10% per vehicle may be deducted. Prices are exclusive of federal excise tax. Exempt Certificate No. 95 7400 14K. ADDITIONAL SHIPPING INFORMATION : CA LOS ANGELES90063 COMM AND FLEET MGMT BUREAU SH0067DOOR #50 1104 N. EASTERN AVENUE TERMS AND CONDITIONS IN ACCORDANCE WITH 1SOLICITATION # RFB-IS-16200108.IS 16200108 SUPPLIER PART NO: COMMODITY CODE:070-42-00-0000000 1,500.00000 EA $1.750000 $ 2,625.002 SALES TAX AMOUNT:$ 0.00 DESCRIPTION:2016-03-17 10:01:47.000000 NEW TIRE TAX FEE (5 TIRES x 200 VEHICLES) - PER THE ATTACHED SPECIFICATIONS LABELED AS EXHIBIT A. NOTE: VEHICLES SHALL BE OF THE MAKE, MODEL, AND MECHANICALLY EQUIPPED AS TESTED & CERTIFIED AS "HIGH SPEED POLICE PACKAGE VEHICLES" AT THE LASD'S MOST RECENT ANNUAL "LAW ENFORCEMENT VEHICLE TEST & EVALUATION PROGRAM". REFERENCE: DRQN # 16002165 FA APPROVAL CODE: 16FXLC011 FUND: A01 UNIT: 15757/55573 LAC-CAL OBJECT CODE: 6049-60D (FIXED ASSET) ACTIVITY CODE: OLCL FUNCTION CODE: TSD CHANGE ORDER #2 S80003 PRICE SHEET QUANTITY VENDOR : ORDER NO: LINE NO.UOM VENDOR NO:PAGE COMMODITY/SERVICE DESCRIPTION UNIT PRICE EXTENDED AMOUNT PURCHASE ORDER SHERIFF DPO-SH-16361257-4 PURCHASE ORDERDPO-SH-16361257-4 01PR042117 3BOB WONDRIES FORD ADDITIONAL SHIPPING INFORMATION : CA LOS ANGELES90063 COMM AND FLEET MGMT BUREAU SH0067DOOR #50 1104 N. EASTERN AVENUE TERMS AND CONDITIONS IN ACCORDANCE WITH 2SOLICITATION # RFB-IS-16200108.IS 16200108 SUPPLIER PART NO: COMMODITY CODE:070-42-00-0000000 300.00000 EA $2,986.000000 $ 895,800.003 SALES TAX AMOUNT:$ 80,622.00 DESCRIPTION:2016-03-17 10:01:47.000000 LEVEL III BALLISTIC PANELS PRICES ARE EXCLUSIVE OF FEDERAL EXCISE TAX. EXEMPT CERTIFICATE NO. 95 7400 14K CONTACT: DAVID DO, LIEUTENANT TELEPHONE # (323)881-3982 EMAIL: DCDO@LASD.ORG OR THEA SHERIDAN, ASM - TSD HQ TELEPHONE # (562)345-4307 EMAIL: HTSHERID@LASD.ORG REFERENCE: DRQN # 16002165 FA APPROVAL CODE: 16FXLC011 FUND: A01 UNIT: 15757/55573 LAC-CAL OBJECT CODE: 6049-60D (FIXED ASSET) ACTIVITY CODE: OLCL FUNCTION CODE: TSD ADDITIONAL SHIPPING INFORMATION : CA LOS ANGELES90063 COMM AND FLEET MGMT BUREAU SH0067DOOR #50 1104 N. EASTERN AVENUE CHANGE ORDER #2 S80003 PRICE SHEET QUANTITY VENDOR : ORDER NO: LINE NO.UOM VENDOR NO:PAGE COMMODITY/SERVICE DESCRIPTION UNIT PRICE EXTENDED AMOUNT PURCHASE ORDER SHERIFF DPO-SH-16361257-4 PURCHASE ORDERDPO-SH-16361257-4 01PR042117 4BOB WONDRIES FORD LINE DELIVERY DATE: 03/11/16 CHANGE ORDER #2 S80003 SPECIAL TERMS & CONDITIONS VENDOR : VENDOR NO: ORDER NO: PAGE PURCHASE ORDER SHERIFFPURCHASE ORDER DPO-SH-16361257-4 16361257 DPO-SH-16361257-4 042117 5555 01PR01PR01PR01PRBOB WONDRIES FORD * ************************** ADMINISTRATIVE CHANGE ORDER #2: 3/17/16 PO AMENDED TO CLARIFY THAT THE 10% DISCOUNT WILL NOT BE APPLIED ON LINE #3 LEVEL III BALLISTIC PANELS INSTALLATION FOR $976,422.00 ************************** SUPPLEMENTAL CHANGE ORDER #1: 3/1/2016 PO AMENDED TO ADD: LINE#3 LEVEL III BALLISTIC PANELS INSTALLATION FOR $976,422.00 ************************** DELIVERY: 90-150 DAYS ARO PRICES, TERMS & CONDITIONS ARE IN ACCORDANCE WITH SOLICITATION# RFB-IS-16200108 SELLER's PERMIT#SXAO-98037902 4B0030QUOTE F.O.B. DELIVERED. F.O.B. DELIVERED. FREIGHT PREPAID AND ALLOWED VENDOR: PAYS FREIGHT COST, OWN TITLE IN TRANSIT, FILE CLAIM(S) COUNTY: TAKES OWNERSHIP AT DESTINATION 3B0096PRE-PRINTED TERMS AND CONDITIO PRE-PRINTED TERMS AND CONDITIONS/BIDDERS CONTRACT DOCUMENTS BIDDERS PRE-PRINTED TERMS AND CONDITIONS OR RESTRICTIONS COMMONLY APPEARING ON THE REVERSE SIDE OF LETTERS SUBMITTED WITH THE BID AND/OR BIDDERS SPECIFICATIONS MATERIAL AND CONTRACT DOCUMENTS WILL BE DISREGARDED IN THE ABSENCE OF A POSITIVE WRITTEN STATEMENT FROM BIDDER THAT ALL OR A PARTICULAR PORTION OF SUCH WRITINGS ARE IN ADDITION TO OR SUPERSEDE THE COUNTY TERMS AND CONDITIONS. 3B0156FAILURE TO PROCURE INSURANCE: CONTRACTOR'S FAILURE TO MAINTAIN OR TO PROVIDE ACCEPTABLE EVIDENCE THAT IT MAINTAINS THE REQUIRED INSURANCE SHALL CONSTITUTE A MATERIAL BREACH OF THE CONTRACT, UPON WHICH COUNTY IMMEDIATELY MAY WITHHOLD PAYMENTS DUE TO CONTRACTOR, AND/OR SUSPEND OR TERMINATE THIS CONTRACT. COUNTY, AT ITS SOLE DISCRETION, MAY OBTAIN DAMAGES FROM CONTRACTOR RESULTING FROM SAID BREACH. ALTERNATIVELY, THE COUNTY MAY PURCHASE THE REQUIRED INSURANCE, AND WITHOUT FURTHER NOTICE TO CONTRACTOR, DEDUCT THE PREMIUM COST FROM SUMS DUE TO CONTRACTOR OR PURSUE CONTRACTOR FOR REIMBURSEMENT. 3B0230DEFAULT: IN THE EVENT VENDOR DEFAULT: IN THE EVENT VENDOR FAILS TO PERFORM HEREUNDER AND DOES NOT CURE SUCH FAILURE WITHIN FIFTEEN (15) CALENDAR DAYS OF THE DATE COUNTY'S NOTICE WAS SENT TO VENDOR, COUNTY MAY, AT ITS SOLE DISCRETION, CANCEL OR TERMINATE THIS PURCHASE ORDER. SUCH CHANGE ORDER #2 S80003 SPECIAL TERMS & CONDITIONS VENDOR : VENDOR NO: ORDER NO: PAGE PURCHASE ORDER SHERIFFPURCHASE ORDER DPO-SH-16361257-4 16361257 DPO-SH-16361257-4 042117 6666 01PR01PR01PR01PRBOB WONDRIES FORD CANCELLATION OR TERMINATION SHALL BE AT NO COST TO COUNTY. SHOULD COUNTY SO CANCEL OR TERMINATE, COUNTY MAY AT ITS SOLE DISCRETION, PROCURE THE ITEMS OR SERVICES FROM OTHER SOURCES AND VENDOR SHALL BE LIABLE TO COUNTY FOR ANY AND ALL EXCESS COSTS, DETERMINED BY COUNTY, FOR SUCH ITEMS OR SERVICES. 3B0301TERMINATION FOR CONVENIENCE: TERMINATION FOR CONVENIENCE: ANY AGREEMENT MAY BE TERMINATED, WHEN SUCH ACTION IS DEEMED BY COUNTY TO BE IN ITS BEST INTEREST. TERMINATION SHALL BE EFFECTED BY DELIVERY TO VENDOR OF A NOTICE OF TERMINATION SPECIFYING THE EXTENT TO WHICH PERFORMANCE OF AGREEMENT IS TERMINATED AND THE DATE UPON WHICH SUCH TERMINATION BECOMES EFFECTIVE, WHICH SHALL BE NO LESS THAN TEN (10) DAYS AFTER THE NOTICE IS SENT. AFTER RECEIPT OF A NOTICE OF TERMINATION, VENDOR SHALL SUBMIT ITS TERMINATION CLAIM AND INVOICE TO COUNTY, IN THE FORM AND WITH ANY CERTIFICATIONS AS MAY BE PRESCRIBED BY COUNTY. SUCH CLAIM AND INVOICE SHALL BE SUBMITTED PROMPTLY, BUT NOT LATER THAN THREE MONTHS FROM THE EFFECTIVE DATE OF TERMINATION. UPON FAILURE OF VENDOR TO SUBMIT ITS TERMINATION CLAIM AND INVOICE WITHIN THE TIME ALLOWED, COUNTY MAY DETERMINE ON THE BASIS OF INFORMATION AVAILABLE TO COUNTY, THE AMOUNT, IF ANY, DUE TO VENDOR IN RESPECT TO THE TERMINATION, AND SUCH DETERMINATION SHALL BE FINAL. WHEN SUCH DETERMINATION IS MADE, COUNTY SHALL PAY VENDOR THE AMOUNT SO DETERMINED. VENDOR SHALL HONOR PURCHASE ORDERS ACCEPTED ON OR BEFORE THE EFFECTIVE DATE OF TERMINATION. TERMINATION FOR FAILURE TO OPERATE IN ORDINARY COURSE: VENDOR'S STABILITY WAS AND/IS A PRIMARY BASIS FOR ENTERING INTO AND CONTINUING WITH AGREEMENT, THEREFORE, COUNTY MAY TERMINATE ANY AGREEMENT BY THIRTY (30) DAYS WRITTEN NOTICE SHOULD VENDOR FAIL TO CONTINUE TO DO BUSINESS IN THE ORDINARY COURSE. TERMINATION FOR GRATUITIES: COUNTY MAY, BY WRITTEN NOTICE TO VENDOR, TERMINATE THE RIGHT OF VENDOR TO PROCEED UNDER ANY AGREEMENT UPON TEN (10) DAYS WRITTEN NOTICE, IF IT IS FOUND THAT GRATUITIES IN THE FORM OF ENTERTAINMENT, GIFTS, OR OTHERWISE WERE OFFERED OR GIVEN BY, OR ANY AGENT OR REPRESENTATIVE OF VENDOR, TO ANY OFFICER OR EMPLOYEE OF COUNTY WITH A VIEW TOWARD SECURING A CONTRACT OR SECURING FAVORABLE TREATMENT WITH RESPECT TO THE AWARD OF AMENDING,OR THE MAKING OF ANY DETERMINATIONS WITH RESPECT TO THE PERFORMING, OF SUCH CONTRACT. IN THE EVENT OF SUCH TERMINATION, COUNY SHALL BE ENTITLED TO PURSUE THE SAME REMEDIES AGAINST VENDOR AS IT COULD PURSUE IN THE EVENT OF DEFAULT BY VENDOR. 3 CHANGE ORDER #2 S80003 The undersigned hereby certifies that he is a deputy purchasing agent of the county of Los Angeles. A political subdivision of the State of California, that he is authorized to execute this certificate and that the article or articles indicated in this purchase order are for exclusive use of the county of Los Angeles, a political subdivision of the State of California. It is understood that the exemption from tax in the case of sales of articles under this exemption certificate to the states or political subdivisions thereof, is limited to the sale of articles purchased for their exclusive use and it is agreed that if articles purchased tax free under this exemption certificate are used otherwise or are sold to employees or others, such fact must be reported by me to the vendor or the article or articles covered by this certificate. It is also understood that the fraudulent use of this certificate to secure exemption will subject the undersigned and all guilty parties to a fine of not more than $10,000 or to imprisonment for not more than five years, or both, together with cost of prosecution. County purchasing Agent By This certificate is applicable only when signed by an authorized person. COUNTY OF LOS ANGELES FEDERAL TAX EXEMPTION CERTIFICATE TERMS AND CONDITION OF PURCHASE 1. CONDITIONS OF PURCHASE: This order shall be in accordance with these terms and conditions and any attachments here to. No other conditions or modifications of these terms and conditions will be effective unless specifically agreed to in writing by the county of Los Angeles ("County") Purchasing Agent. Failure of County to object to provisions contained in any acknowledgment, document or other communications from vendor shall not be construed as a waiver of these terms and conditions or an acceptance of any such provision. 2. DELIVERY: Delivery shall be as stated herein. When using common carriers, County reserves the right to designate the transportation carrier. Failure on the part of Vendor to adhere to shipping terms specified hereon or contained in a written agreement for this purchase may, at county's discretion, result in additional handling costs being deducted from Vendor's invoice. Cost of inspection on deliveries or offers for delivery which do not meet specifications will be for the account of Vendor. Unless otherwise set forth herein, all items shall be suitably packed and marked. Purchase Order number must be on all shipping documents and containers. 3. INVOICES: Invoices shall include the Purchase Order number, which is located in the upper right hand corner of the Purchase Order. 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 delivered price, all transportation and delivery charges must be prepaid in full to destination. 4. PRICE/SALES TAX: Unless otherwise specified herein, the prices herein do not include sales or use tax. No charges for transportation, containers, packing, unloading, etc. shall be allowed unless specified herein. 5. PAYMENT TERMS: Unless other wise specified herein, payment terms are net 30 days from the date County receives a correct and proper invoice. In no event shall County be liable for any late charges. Cash discount periods shall be computed either from the date of delivery and County's acceptance or the date of County's receipt of correct and proper invoices, whichever date is later, prepared in accordance with the terms herein. STANDARD TERMS & CONDITIONS VENDOR NO: VENDOR : PAGE ORDER NO: PURCHASE ORDER DPO-SH-16361257-4 PURCHASE ORDERSHERIFF16361257DPO-SH-16361257-4 042117 7 01PRBOB WONDRIES FORD CHANGE ORDER #2 S80003 STANDARD TERMS & CONDITIONS VENDOR NO: VENDOR : PAGE ORDER NO: 6. WARRANTIES: Vendor shall, at no cost to County, promptly correct any and all defects in the items/services provided hereunder. Vendor shall also reimburse County for any costs incurred as a result of defect(s). The term of this warranty shall be as set forth in the Purchase Order, or if no term is shown, ninety (90) days from the date of County's acceptance of the item/service. Vendor warrants that items may be shipped, sold and used in a customary manner without violation of any law, ordinance, rule or regulation of any government or administrative body. 7. CANCELLATION: Unless otherwise specified herein. County may cancel all or part of this Purchase Order and or Contract at no cost and for any reason by giving written notice to vendor at least thirty (30) calendar days prior to scheduled delivery. A cancellation change not exceeding one percent (1%) of the value of the cancelled portion of the Purchase Order and/or Contract may be charged to The County on any cancellation with less than thirty (30) calendar days prior written notice. 8. HAZARDOUS MATERIALS: Vendor warrants that it complies with all federal, state and local laws, rules, ordinances and regulations concerning hazardous materials and toxic substances. 9. COVENANT AGAINST GRATUITIES: Vendor warrants that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by vendor, or any agent or representative of Vendor, to any officer or employee of County with a view toward securing this Purchase Order or favorable treatment with respect to any determination concerning the performance of this Purchase Order. In the event of breach of this warranty, County shall be entitled to pursue the same remedies including, but not limited to, termination, against Vendor as it could pursue in the event of Vendor's default. 10.0 CONFLICT OF INTEREST: 10.1 No County employee whose position with county enables such employee to influence the award of the Purchase Order or any competing agreement, and no spouse or economic dependent of such employee, shall be employed in any capacity by Vendor, or have any other direct or indirect financial interest in this Purchase Order, No officer or employee of Vendor, who may financially benefit from the award of this Purchase Order shall in any way participate in County's approval or ongoing evaluation of this purchase. 10.2 Vendor shall comply with all conflict of interest laws, ordinances and regulations now in effect or hereafter to be enacted during the term of this Purchase Order. Vendor warrants that it is not aware of any facts, which create a conflict of interest. If Vendor hereafter becomes aware of any facts, which might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to county. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. 11. GOVERNING LAW AND VENUE: This Purchase Order shall be governed by and construed in accordance with the laws of the state of California. Vendor agrees and consents to the exclusive jurisdiction of the courts of the state of California for all purposes regarding this Purchase order, and further agrees and consents that venue of any action hereunder shall be exclusively in the County of Los Angeles, California. 12. INDEMNIFICATION: Vendor shall indemnify, defend and hold harmless County, its agents, officers and employees from and against any and all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever arising from or connected with Vendor's operations, goods and/or commodities or services provided hereunder. This indemnity shall include, but not be limited to, claims for or by reason of any actual or alleged infringement of any United States patent or copyright or any actual or alleged trade secret disclosure. PURCHASE ORDER DPO-SH-16361257-4 PURCHASE ORDERSHERIFF16361257DPO-SH-16361257-4 042117 8BOB WONDRIES FORD 01PR CHANGE ORDER #2 S80003 13. DEFAULT: The County may, by written notice to the Vendor, terminate the Purchase Order, if, in the judgment of the County: a. Vendor has materially breached the Purchase Order; or b. Vendor fails to timely provide and/or satisfactorily perform any task, deliverable, service. or other work required under the Purchase Order or fails to demonstrate a high probability of timely fulfillment of performance requirements, or of any obligations of the Purchase Order and in either case, fails to demonstrate convincing progress toward a cure within ten (10) working days, (or such longer period as the county may authorize in writing) after receipt of written notice from the County specifying such failure. In the event that the County terminates the Purchase Order, the County may procure, upon such terms and in such manner as the County may deem appropriate, goods and services similar to those so terminated. The Vendor shall be liable to the County for any and all excess costs incurred by the County, as determined by the County, for such similar goods and services. The rights and remedies of the County shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Purchase Order. 14. INVALIDITY, REMEDIES NOT EXCLUSIVE: If any provision of this Purchase Order or the application thereof to any person or circumstance is held invalid, the remainder of this Purchase Order and the application of such provisions to other persons or circumstances shall not be affected thereby. The rights and remedies provided herein shall not be exclusive and are in addition to any other rights and remedies in law or equity. 15. COMPLIANCE WITH LAWS: The Vendor shall comply with all applicable provisions of Federal. State and Local laws, rules, regulations, ordinances, and directives, and all provisions required thereby to be included in this Purchase Order are hereby incorporated herein by reference. The Vendor shall indemnify and hold harmless the County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorney fees, arising from or related to any violation on the part of the Vendor or its employees, agents, or subcontractors of any such laws, rules, regulations, ordinances, or directives 16. NONDISCRIMINATION: By acceptance of this Purchase Order, vendor certifies and agrees that all persons employed by it, its affiliates, subsidiaries, or holding companies are and will be treated equally by it without regard to or because of race, religion, ancestry, national origin, disability or sex and in compliance with all applicable Federal and State anti-discrimination laws and regulations. Vendor further certifies and agrees that it will deal with its subcontractors, bidders or Vendor without regard to or because of race, religion, ancestry, national origin, disability or sex. Vendor shall allow the County access to its employment records during the regular business hours to verify compliance with these provisions when so requested by the County. If the County finds that any of the above provisions have been violated, the same shall constitute a material breach of contract upon which the County may determine to cancel, terminate, or suspend the Purchase Order. The parties agree that in the event the Vendor violates the anti-discrimination provisions of the Purchase Order, the County shall, at its option and in lieu of termination or suspending this Purchase Order, be entitled to liquidated damages, pursuant to California Civil Code Section 1671, of the greater of ten percent (10%) of the Purchase Order amount or One Thousand Dollars ($1,000). 17. FORCE MAJEURE: Neither party will be liable for delays in performance beyond its reasonable control, including, but not limited to, fire, flood, act of God or restriction of civil or military authority 18. NON-EXCLUSIVITY: Nothing herein is intended nor shall it be construed as creating any exclusive arrangement with Vendor. This Purchase Order shall not restrict the purchasing Agent from acquiring similar, equal or like goods and/or services from other entities or sources. STANDARD TERMS & CONDITIONS VENDOR NO: VENDOR : PAGE ORDER NO: PURCHASE ORDER DPO-SH-16361257-4 PURCHASE ORDERSHERIFF16361257DPO-SH-16361257-4 042117 BOB WONDRIES FORD 9 01PR CHANGE ORDER #2 S80003 19. MOST FAVORED CUSTOMER: Vendor represents that the prices charged County in this Purchase Order do not exceed existing selling prices to other customers for the same or substantially similar items or services for comparable quantities under similar terms and conditions. 20. WAIVER: No waiver by the County of any breach of any provision of this Purchase Order shall constitute a waiver of any other breach or of such provision. Failure of the County to enforce at any time, or from time to time, any provision of this Purchase Order shall not be construed as a waiver thereof. The rights and remedies set forth in this provision shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Purchase Order. 21. ACCEPTANCE: Unless explicitly stated by County as otherwise, county may conduct, at its location or any other County designated location and at its expense, an incoming acceptance test on all items purchased hereunder. The acceptance test period shall not exceed thirty (30) days from receipt of such item by County. County may, at its sole discretion, reject all or any part of items or services not conforming to the requirements/specifications stated in this Purchase Order. 22. SPARE PARTS: Unless otherwise set forth herein, Vendor shall make spare parts available to county for a period of two (2) years from the date of delivery of the items to County; If Vendor is unable to so provide spare parts, it shall provide County with the name(s) of Vendor's suppliers so that County may attempt to procure such parts directly. In the event of such unavailability. Vendor shall provide, at no cost, reasonable assistance to County in obtaining spare parts. 23. ENTIRE AGREEMENT MODIFICATIONS: This Purchase Order and any attachments hereto, constitutes the complete and exclusive statement of the parties which supersedes all previous agreements, written or oral, and all communications between the parties relating to the subject matter hereof. This Purchase Order shall not be modified, supplemented, qualified or interpreted by any prior course of dealing between the parties or by any usage of trade. Only county's Purchasing Agent can make changes or modifications by issuance of an official change notice. 24. INDEPENDENT CONTRACTOR STATUS: This Purchase Order is by and between the County and the Vendor and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between the County and the Vendor. The employees and agents of one party shall not be, or be construed to be, the employees or agents of the other party for any purpose whatsoever. The Vendor shall be solely liable and responsible for providing to, or on behalf of, all persons performing work pursuant to this Purchase Order all compensation and benefits. The County shall have no liability or responsibility for the payment of any salaries, wages, unemployment benefits, Federal, State or Local Taxes, or other compensation, benefits, or taxes for any personnel provided by, or on behalf of the Vendor. The Vendor understands and agrees that all persons performing work pursuant to this Purchase Order are, for purposes of workers Compensation liability; solely employees of the Vendor and not employees of the County. The Vendor shall be solely liable and responsible for furnishing any and all Workers compensation benefits to any person as a result of any injuries arising from or connected with any work performed by or on behalf of the vendor pursuant to this Purchase Order. 25. COUNTY STOCK: Stock furnished by County to be used in this Purchase Order shall be returned to county free from damage from any cause and in accordance with all other terms and conditions of bid and this Purchase Order. 26, TAX EXEMPT STATUS: Tax exempt items shall be clearly listed and identified. STANDARD TERMS & CONDITIONS VENDOR NO: VENDOR : PAGE ORDER NO: PURCHASE ORDER 16361257 DPO-SH-16361257-4 SHERIFFPURCHASE ORDER DPO-SH-16361257-4042117 BOB WONDRIES FORD 10 01PR CHANGE ORDER #2 S80003 STANDARD TERMS & CONDITIONS VENDOR NO: VENDOR : PAGE ORDER NO: 27. COUNTY LOBBYISTS: The, Vendor, and each County Lobbyist or County Lobbying firm as defined in County Code section 2.160.910 retained by the Vendor, shall fully comply with the County's Lobbyist Ordinance, County Code Chapter 2.160, Failure on the part of the Vendor or any county Lobbyist or county Lobbying firm: retained by the Vendor to fully comply with the County's Lobbyist Ordinance shall constitute a material beach of this Purchase Order, upon which the County may in its sole discretion, immediately, terminate or suspend this Purchase Order. 28. CONSIDERATION OF HIRING GAIN/GROW PROGRAM PARTICIPANTS: Should the Vendor require additional or replacement personnel after the effective date of this Purchase Order, the Vendor shall give consideration for such employment openings to participants in the county's Department of Public Social Services Greater Avenues for Independence (GAIN) Program or General Relief Opportunity for work (GROW) Program who meet the Vendor's minimum qualifications for the open position. For this purpose, consideration shall mean that the Vendor will interview qualified candidates. The County will refer GAIN/GROW participants by job category to the Vendor. In the event that both laid-off County employees and GAIN/GROW participants are available for hiring, County employees shall be given first priority. 29. TERMINATION FOR IMPROPER CONSIDERATION: The County may, by written notice to the Vendor, immediately terminate the right of the Vendor to proceed under this Purchase Order if it is found that consideration, in any form, was offered or given by the, Vendor, either directly or through an intermediary, to any county officer, employee, or agent with the intent of securing this Purchase Order or securing favorable treatment with respect to the award; amendment, or extension of this Purchase Order or the making of any determinations with respect to the Vendor's performance pursuant to this Purchase Order In the event of such termination, the County shall be entitled to pursue the same remedies against the Vendor as it could pursue in the event of default by the vendor. The Vendor shall immediately report any attempt by a County officer or employee to solicit such improper consideration. The report shall be made either to the County manager charged with the supervision of the employee or to the County Auditor-Controller's Employee Fraud Hotline at (213) 974-0914 or (800) 544-6861. Among other items, such improper consideration may take the form of cash, discounts, service, the provision of travel, entertainment, or tangible gifts, or the promise of any of these. 30. SAFELY SURRENDERED BABY LAW; The Contractor shall notify and provide to its employees, and shall require each subcontractor to notify and provide to its employees, a fact sheet regarding the Safely Surrendered Baby Law, its implementation in Los Angeles County, and where and how to safely surrender a baby. The fact sheet is available on the Internet at www.babysafela_org for printing purposes. 31. CONTRACTOR'S WARRANTY OF ADHERENCE TO COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM The Contractor acknowledges that the County has established a goal of ensuring that all individuals who benefit financially from the County through Contracts/Purchase Orders are in compliance with their court-ordered child, family and spousal support obligations in order to mitigate the economic burden otherwise imposed upon the County and its taxpayers. As required by the County's Child Support Compliance Program (County Code Chapter 2.200) and without limiting the Contractor's duty under this Contract/purchase Order to comply with all applicable provisions of law, the Contractor warrants that it is now in compliance with employment and wage reporting requirements as required by the Federal Social Security Act (42 use Section 653a) and California unemployment Insurance Code Section 1088.5, and shall implement all lawfully served Wage and Earnings Withholding Orders or Child Support Services Department Notices of Wage and Earnings Assignment for Child, Family or Spousal Support, pursuant to Code of civil Procedure Section 706.031 and Family Code Section 5246{b}. PURCHASE ORDER DPO-SH-16361257-4 PURCHASE ORDERSHERIFF16361257DPO-SH-16361257-4 042117 BOB WONDRIES FORD 11 01PR CHANGE ORDER #2 S80003 STANDARD TERMS & CONDITIONS VENDOR NO: VENDOR : PAGE ORDER NO: TERMINATION FOR SREACH OF WARRANTY TO MAINTAIN COMPLIANCE WITH COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM Failure of Contractor to maintain compliance with the requirements set forth in the paragraphs under "CONTRACTOR'S WARRANTY OF ADHERENCE TO COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM" shall constitute default under this Contract/Purchase Order. Without limiting the rights and remedies available to COUNTY under any other provision of this contract/purchase order, failure of CONTRACTOR to cure such default within ninety (90) calendar days of written notice shall be grounds upon which COUNTY may terminate this contract/purchase order pursuant to "VENDOR'S RESPONSIBILITY AND DEBARMENT" and pursue debarment of CONTRACTOR, pursuant to County code, Chapter 2.202. 32. PAYROLL RECORDS: Wherever required, the Contractor shall comply with the requirements of Section 1776 of the Labor Code, State of California, including maintaining payroll records as enumerated in Subdivision (a). The Contractor and the Contractor's subcontractors shall be responsible to maintain, and make readily available for inspection purposes, a copy of all certified payroll records for each work project associated with or obtained by the County under this or any future or successive County Agreement, Contract or Purchase Order. All certified payroll records shall indicate that the wage rates are not less than those determined by the State Division of Industrial Relations, and that the classifications set forth for each laborer or mechanic conform with the work that he/she performed. The Contractor shall be responsible for the submission of copies of payrolls for all subcontractors, upon request by the County, arising from and/or relating to any Agreement formulated as a result of this inquiry. Certified payroll shall be submitted upon request and shall include: A. Original Document B. Company Name & Address C. Account Number/Project Number D. Project Name and Address E. Authorizing county Department and Purchase Order or Contract Number F. Period of Time in which Work is Being Performed G. Employee Name, Address and Social Security Number H. Work Classification, Including Sub-classification I. Hours Paid J. Rate of Pay K. Deductions L. Payroll Check Number M. Benefits N. Signature of Employee Authorized to Certify Payroll Prevailing wage Scale Wherever required: A. The Contractor shall comply with all provisions of the Labor Code of the State of California. B. Under the provisions of said Labor Code. the State Department of Industrial Relations will ascertain the prevailing hourly rate in dollars and details pertinent thereto for each craft, classification or type of workers or mechanic needed to execute any Contract that may be awarded by the County. C. Particulars of the current prevailing wage Scale, which are applicable to the work contemplated under these specifications, are to be maintained in the Department, and must be posted at the project site by the Contractor or his/her subcontractor. PURCHASE ORDER DPO-SH-16361257-4 PURCHASE ORDERSHERIFF16361257DPO-SH-16361257-4 042117 BOB WONDRIES FORD 12 01PR CHANGE ORDER #2 S80003 STANDARD TERMS & CONDITIONS VENDOR NO: VENDOR : PAGE ORDER NO: D. Current prevailing wage rates may be obtained at: wwww.dir.ca.gov/DLSR/PWD/Apprentice.htm Division of Labor Standards Enforcement 455 Golden Gate Avenue, 9th Floor San Francisco, CA 94102 (415) 703-4810 CONTRACTOR RESPONSIBILITY AND DEBARMENT 1. 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 only with 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. 6. 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 PURCHASE ORDER DPO-SH-16361257-4 PURCHASE ORDERSHERIFF16361257DPO-SH-16361257-4 042117 BOB WONDRIES FORD 13 01PR CHANGE ORDER #2 S80003 STANDARD TERMS & CONDITIONS VENDOR NO: VENDOR : PAGE ORDER NO: 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. 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 a(Section 2.203.070 of the County Code), Contractor shall have and adhere to a written policy that provides that its Employee 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 if 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 tot he 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. 3. If the Contractor is not required to comply with the Jury Service Program when the Contract commences, the Contractor shall have a continuing obligation to review the applicability of its "exception status" from the Jury Service Program, and the Contractor shall immediately notify the County if the Contractor at any time either comes within the Jury Service Program's definition of "Contractor" or if the Contractor no longer qualifies for an exception to the Jury Service Program. In either event, the Contractor shall immediately implement a written policy consistent with the Jury Service Program. The County may also require, at any time during the Contract and at its sole discretion, that the Contractor demonstrate to the County's satisfaction that the Contractor either continues to remain outside of the PROHIBITION AGAINST USE OF CHILD LABOR PURCHASE ORDER DPO-SH-16361257-4 PURCHASE ORDERSHERIFF16361257DPO-SH-16361257-4 042117 BOB WONDRIES FORD 14 01PR CHANGE ORDER #2 S80003 STANDARD TERMS & CONDITIONS VENDOR NO: VENDOR : PAGE ORDER NO: Jury Service Program's definition of "Contractor" and/or that the 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 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. 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. PURCHASE ORDER DPO-SH-16361257-4 PURCHASE ORDERSHERIFF16361257DPO-SH-16361257-4 042117 BOB WONDRIES FORD 15 01PR CHANGE ORDER #2 S80003