HomeMy WebLinkAboutAGR-7141 - SIDEPATH INC - PURCHASE OF BLACKBERRY'S CYLANCE ANTI-VIRUS SOFTWARE FOR THREE YEAR TERM 2021-20241
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AGENDA ITEM:1*
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R Ce,G; No Agreement Attached
TO: City Clerk's Office
FROM: Will Kolbow, Assistant City Manager/Director of Administrative
Services
I, Will Kolbow, do hereby attest that the agenda item
AGREEMENT WITH SIDEPATH, INC. FOR THE PURCHASE OF
BLACKBERRY'S CYLANCE ANTI-VIRUS SOFTWARE FOR A THREE
YEAR TERM
has no agreement associated that warrants execution by the Mayor or
attestation by the City Clerk.
rJ
Will Kolbow, Assistant City Manager/Director of Administrative Services
AGENDA ITEM #: 3.6 1 Council Meeting Date: March 9, 2021
P°
1 Agenda ItemOPPOqqT ,
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i.F l16,19•`yP` City Council
Item #: 3.6.3/9/2021 File #: 21-0058
TO: Honorable Mayor and Members of the City Council
THRU: Rick Otto, City Iliianager
FROM: Will Kolbow, Assistant City Manager/Administrative Services Director
1. SUBJECT
Agreement with Sidepath, Inc. for the purchase of Blackberry's Cylance anti-virus software for a three
year term.
2. SUMMARY
Staff is recommending that the City continue its use of Blackberry's CylancePROTECT and
CylanceOPTICS anti-virus, endpoint detection and response.
3. RECOMMENDED ACTION
Approve the agreement with Sidepath, Inc. in the amount of $88,779.80 for three years of anti-virus
software from Blackberry and authorize the Mayor and the City Clerk to execute on behalf of the City.
4. FISCAL IMPACT
This purchase covers three years, payable in annual installments. The first installment of $26,945
will be funded through Information Systems (780). Future installments will be budgeted in conjunction
with the annual operating budget.
5. STRATEGIC PLAN GOALS
Goal 4: Provide outstanding public service
c: Enhance technology to improve public accessibility to information and services.
6. DISCUSSION AND BACKGROUND
In March 2018, the City purchased and implemented CylancePROTECT and CylanceOPTICS for anti
virus and endpoint detection and response. In February 2019, Cylance was acquired by Blackberry,
creating a billion dollar cybersecurity firm with the technology needed to intelligently connect, protect
and secure endpoints. The City has used several competing anti-virus products over the last 20 plus
years and none of them has been as effective or as efficient to operate as CylancePROTECT.
The Information Technology (IT) department has been very pleased with the effectiveness of the
solution and the level of support that is provided by Blackber.ry. The Blackberry anti-virus solution is
a critical component of the City's cybersecurity posture and a very high level of effort has been
expended to ensure that it is deployed and configured optimally. Over the next 60 days the IT
department will complete the RFP process to layer in another piece of the security posture by
selecting a Security Operations Center (SOC) as a Service vendor. SOC will provide 24x7x365
City of Orange Page 1 of 2 Printed on 3/4/2021
powered by LegistarTM
Item #: 3.6.3/9/2021 File #: 21-0058
monitoring and remediation for all IT assets and ensure that any anomalies are identified and
addressed to prevent potential security breaches.
Sidepath, Inc. agreed to provide the same unit price it had extended to the County of Orange through
NASPO California Contract Number 7-17-70-40-05 and, as a result, offered the lowest price. Staff is
recommending that the City purchase a three year Blackberry Protect and Optics license from
Sidepath, Inc. in the amount of$88,779.80, which will be paid in annual installments of$26,945.34 in
year one, $28,350.86 in year two, and $29,760.00 in year three. Funding is currently available in the
IT operating budget for the first installment. Future installments will be budgeted in conjunction with
the annual operating budget.
7. ATTACHMENTS
Sidepath Quote No. SIDQ32421-01
NASPO California Contract Number 7-17-70-40-05
City of Orange Page 2 of 2 Printed on 3/4/2021
powered by Legistarr"'
s depatti ` Quotation
22892 Mill Creek Drive Date: 01/22/21
Laguna Hills,CA 92653 Quotation#: SIDQ32421-01
Phone(949)748-8700;Fax(949)748-8706 Valid Until: 02/21/21
www.sidepath.com Prepared By: Ryan Domm
ProjectlD: SIDPROJECT29630
Bill To:Ship To:
City of Orange City of Orange
Attn:Steven Scardina Attn:Steven Scardina
300 E.Chapman Avenue 300 E.Chapman Avenue
Orange,CA 92866 Orange,CA 92866
Phone:(714)744-2283 Phone:(714)744-2283
Email: sscardina@cityoforange.org Email: sscardina@cityoforenge.org
Qty Item Code Description Unit Price Ext.Price
Cylance Renewal-3 Years
March 21,2029-March 20, 2024
860 PO.SLG.SD BlackBerry Protect+Optics-Device-Gov 93.09 80,057.40
40 GA.UPO.SLG.SD.AD BlackBerry Guard Advanced Upgrade from Protect+Optics- 124.97 4,998.80
Device-Gov-Advantage Support
SubTotal 85,056.20
Special Payment Terms
Cylance 3-Year Annualized Payments:
1st Payment due Net30 from software delivery date:
26,945.34
2nd Payment to be invoiced on Month 12 with Net30 terms:
28,350.86
3rd Payment to be invoiced on Month 24 with Net30 terms:
29,760.00
TOTAL:$88,779.80
Payment Terms from Ship Date: Net 30
Pricing does not include Sales Tax or Shipping/Handling unless specifically stated in quote.
CA Shipments: CA Electronic Waste Recycling(eWaste)Fee will apply to monitors,laptops or tablets. P OduCt TOtal 85,056.20
Uniess you have a separate written agreement that specifically applies to this order,your order will be subject to and governed by Sidepath's Purchasing Terms and Conditions,
which are located at:www.sidepath.com/terms. The Purchasing Terms and Conditions are incorporated herein by reference and available in hard copy upon your request.
Note: Sidepath does not collect sales tax for orders shipped out of the state of California. It will be the customer's responsibility to report the tax as Sales 8 Use Tax.
Please contact me if I can be of further assistance.
THANK YOU FOR YOUR BUSINESS!
if you have any questions regarding this quotation,please contact:
Patrick Mulvee (213)458-7771 pat@sidepath.com
This document is proprietary and confidential and is intended solely for the recipient.
No part of this document may be disclosed in any manner to a third party who is not affiliated with the recipient.
Sidepath- Cylance Renewal-3 Year Page 1 of 1
STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NO, 7-17-70-40-45
Cloud Solutions
Utah NASPO ValuePoint Master Agreement No,AR2472
Carahsoft Technology Corp.
This Participating Addendum Nurnber 7-17-70-4Q-05 is entered into between the State of
Califdrnia, Department of General Services(hereafter referred to as"State"or"DGS") and
Carahsoft Technology Corp. (hereafter referred to as"Conttactor") under the lead State of Utah
NASPO ValuePoint Master Agreement Number AR2472,
1. SCOPE
A. This Participating 4ddendum eoVers the purchase of Cloud Solutions under the Utah
NASPO ValuePoint Master Agreement. The Utah NASPO VaiuePoint Master Agreement
Number AR2472 is hereby incorporated by reference. The cloud solution services are
identified in Section 5(Available Services},
B. This Participating Addendum is available for use by all State Agencies including the
Executive, Judicial and Legisiative branches, and will include all California political
subdivisionsllocal governments. A subdivisionllocal government is defined as any c'ty,
county, city and county, district, or other local governmentaf body or corporation, including
the California State Universities(CSU) and University of California(UC)systems, K-12
schools and community colleges empowered to expend public funds.
C. Each politicaf subdivisioMocaf gavernment is to make its own determination whether this
Participating Addendum and the Utah iVASPO ValuePoint Master Agreement are
consistent with its procurement policies an.d reg lations.i
2. TERM
A. The term of this Participating Addendum shall begin upon signature approval by the
State and will end September 15, 2Q26, or upon termination by the State, whichever
occurs f rst.
B. Lead State amendments to e ctend the Master Price Agreement term date are not
automatically incorporated into this Participating Addendum. Extension(s)to the term
of this Participating Addendum wiil be through a written amendment upon mutual
agreement between the State and the Contractor.
3. TERMS AND CONDITIONS/INCORPOR.ATION OF DOCUMENTS.
A. Terms and conditions listed below are hereby incorporated by r ference and made a part
of this Pa ticipating Addendum as if attached herein and shall apply to the purchase of
services made under this Participating Addendum.
Page 1 of 8
Participating Addendum No.7-17-70-40-05
Carahsoft Technology Corp.
1) General Provisions—Information Technology(GSPD-4011T),effective 9/5I2014.
The twelve(12) page document can be viewed at:
http://www.documents.das.ca.c ov/pd/poliproc/GSPD4011T14 0905.qdf.
Exception: Article 11 of the General Rrovisions—Information Technology, is
superseded by Section 4(Order of Precedence) below:
2) Cloud Computing Special Provisions for Soflware as a Service (SaaS), effective
9/3/14. The five(5) page document can be viewed at:
htt ://wuuw.documents.d s.ca. ov/ d/ oli roc/CLOUDCOMPUTINGSERVICESSPE
CIALPROVISIONS 14 0903.docx
4. ORDER OF PRECEDENCE
In the event of any inconsistency between the artieles, attachments, or provisions which
constitute this agreement,the following descending order of precedence shall apply:
A. California Participating Addendum Number 7-17-70-40-05
B. Utah NASPO ValuePoint Master Agreement Number AR2472
C. Utah Solicitation CH16012 including all Addendums
D. Contractor's response to Utah's Solicifation
5. AVAILABLE SERVICES
The following service offering from the Utah NASPO ValuePoint Master Agreement Number
AR2472 are allowed under this Participating Addendum:
Software as a Service(SaaS)
6. RESTRICTIONS/DISALLOWED SERVICES—These restrictions are not applicable to
political subdivisions/local governments.
ti
A. The following service offerings are prohibited under this Participating Addendum:
1. Infrastructure as a Service(IaaS)
2. Plaiform as a Service(PaaS)
3. Value Added Services, including Additional Value Added Services such as
Maintenance Senrices; Deployment Services; Consulting/Advisory Services;
Architectural Design Services; Statement of Work Senrices; Partner Services,
and Training Deployment Services
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. Prior to issuing a purchase order, State Departments are
responsible for obtaining an exemption from DGS, and/or California Department of
Technology(CDT).
Page 2 of 8
Participating Addendum No.7-17-70-40-05
Carahsoft Technology Corp.
7. PRICING
A. Contractor shall submit a Price Schedule identifying all services offered under this
Participating Addendum for the State's approval.
B. The Price Schedule shall include the following:
1) Service Category(SaaS)Description
2) List Price
3) Discount ofF List Price
4) Contract Price
C. Contractor shall obtain prior approval from Utah NASPO ValuePoint Contract
Administrator, and submit a written notice of price increases/decreases and a revised
Price List for the State's approval. i
D. State-approved Price List will be posted on the State's Cal eProcure website.
4
i
8. SERVICE ADDITIONS/DELETIONS
A. Contractor may add or delete services introduced or removed from the market by#he
manufacturer under the following conditions: s
I
1) Service is within existing awarded categories under the NASPO ValuePoint r
Master Price Agreement;
2) Contractor has obtained prior approval from the Utah NASPO ValuePoint
Contract Administrator; and j
3) Contractor receives written approval from the California State Contract
Administrator.
1
B. Contractor shall submit a written notice of service (s)additions/deletions and a revised
Price Schedule for the State's approval.
I
9. FULFILLMENT PARTNERS/AUTHORIZED RESELLERS
Authorized Resellers are available for this Participating Addendum:
ISSUE PURCHASE ORDER TO
Orders may be placed with Carahsoft Technology Corp. or with an Authorized Reseller as
indicated below:
Orders placed with Carahsoft Technology Corp.
SUBMIT ORDERS TO: i
Carahsoft Technology Corp.
1860 Michael Faraday Drive, Suite 100
Contact:Karina Woods
Phone: 703/871-8500
Fax No.:703/871-8505
E-mail: OM(a carahsoft.com
Page 3 of 8
Participating Addendum No.7-17-70-40-05
Carahsoft Technology Corp.
Orders placed with an Authorized Reseller must be addressed as shown below, and payment
must be made payable to the Authorized Reseller identified on the invoice as shown below:
SUBMIT ORDERS TO:
Carahsoft Technology Corp. Ic/o DynTek Services, Inc.
4440 Von Karman, Suite 200, Newport Beach, CA 92660
Contact:Kelsea Pratt-Acosta
Phone: 949/271-6780
Fax No.:949/271-6794
E-mail: CAsalesCc dvntek.com
SUBMIT ORDERS TO:
Carahsoft Technology Corp.
c/o NWN Solutions Corporatian
2969 Prospect Park Drive, Suite225, Rancho Cordova, CA 95670
Contact:Team Meade
Phone: 9161637-2160
Fax No.:916/596-4800
E-mail: TMeadeCa7.nwnit.com
SUBMIT ORDERS TO:
Carahsoft Technology Corp.
c/o Taborda Solutions, Inc.
9580 Oak Ave Pkwy, Suite 7-180, Folsom, CA 95630
Contact:Bear Williams
Phone: 916/717-8711
Fax No.:916/200-0353
E-mail: bear.williams(a5tabordasolutions.com
For invoicing purposes, each State Accounting office must have a copy of the reseller's Payee
Data Record (Std. 204} in order to process payment of the invoice. Agencies should fonrvard a
copy of the Std. 204 to their respective accounting office. Without the Std. 204, payment may
be unnecessarily delayed.
AUTHORIZED RESELLERS ARE RESPONSIBLE FOR SENDING A COPY OF ALL
PURCHASE ORDERS TO CARAHSOFT TEGHNOLOGY GORP. FOR COOPERATIVE
AGREEMENTS (NASPO VALUEPOINT) QUARTERLY REPORTING REQUIREMENTS.
When issuing an order to an authorized reseller listed on Cooperative Agreements, it is the
agency's responsibility to ensure that the reseller holds a valid California Seller's Permit.
NOTE: 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 Ser.vicing Subcontractors. All State policies, guidelines, and
requirements shall apply to Authorized Resellers.
Page 4 of 8
Participating Addendum No.7-17-70-40-OS
Carahsoft Technology Corp.
10.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.
11. 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).
i
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 t
Addendum. 1
4
I
C. Contractor will accept the State of California credit card (CAL-Card)for payment of
invoices.
12.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. I
i
r
B. The repart shall be an Excel spreadsheet transmitted electronically to the DGS mailbox
at PDCooperatives(a dqs.ca.qov,
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.
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:
Reporting PeMod , Due 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 JUL 31
F. Failure to meet reporting requirements and submit the reports on a timely basis shall
constitute grounds for suspension of this contract.
Page5of8
a
1
Participating Addendum No.7-17-70-40-05
Carahsoft Technology Corp.
G. Amendments for term extensions may be approved only if ail due reports have been
submitted to the State.
13.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 ParEicipating Addendum Number on the check. Those
checks submitted to the State withaut the Participating Addendum Number will be
returned to Contractor for additional identifying information.
C. Administrative fee checks shall be submitted to:
State of California
Depa tment of General Services, Procurement Division
Attention: Cooperative Agreement Program
707 3td Street, 2"d Floor, MS 2-202
West Sacramento, CA 95605
D. The administrative fee shafl not be included as an adjustment to Contracto's NASPO
ValuePoint Master Agreement pricing.
E. The administrative fee shall not be irnoiced 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 eacfi quarter as foUows:
JUL 1 to SEP 30 O.CT 31
OCT 1 to DEC 31 JAN 31
JAN 1 to MAR 31 APR 30
APR 1 to JUN 30 JUL 31
H. Failure to meet administrative fee requirements and submit fees on a timely basis shall
constitute grounds for suspension of this contract.
Page6of8
Participating Addendum No.7-17-70-40-OS
Carahsoft Technology Corp.
14. CONTRACT MANAGEMENT
A. The primary Contractor Contract Manager for this Participating Addendum shall be as
follows:
Contracfor: Carahsoft Technology Corp.
Name: Jack Dixon
Phone: 703-230-7545
Fax: 703-879-8505
E-Mail: naspo ,carahsoft.com
Address:18fi0 Michael Faraday Drive, Ste 100
Reston, VA 20190
I
B. The State Contract Administrator for this Participating Addendum shall be as follows:
I
Name: Yolanda Tutt
Phone: 916.375:4408
Fax: 916.375.4663
E-Mail: volanda.tuttCc dqs.ca.ov
Address:State of California i
Department of General Services
Procurement Division i
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 i
notice with updated information no later than ten business days after the change.
15.Termination of Agreement
The State may terminate this Participating Addendum at any time upon 30 days prior written
notice to the Contracfor. 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 pertorm under any purchase order or other similar
ordering document executed prior to the termination becoming effective.f
16.Amendment
j
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.
i
Page 7 of 8
Participating Addendum No.7-17-70-40-05
Carahsoft Technology Corp.
17.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 a11 previous eommunications, 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 j
hereby rejected. The terms and conditions of this Participating Addendum and the I
Master Agreement and its exhibits and/or amendments shall prevail and govern in the
case of any such inconsistent or additional terms.
a
B. By signing below Contractor agrees to offer the same services as on the Utah NASPO
ValuePoint Master Agreement Number AR2472, 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.y
STATE OF CALIFORNIA CONTRACTOR
Department of General Services Carahsoft Technology Corp.
ncy Name Contractor Name
S v l a . August 9, 2017
ignature ofAuthonzed Signer Date Signed Slgnafure ofAuthorized Slgner Date Slgned j
a3
Ricardo Martinez, Acting Deputy Director Ellen Lord, Contracts Manager t
Printed Name and Title ofAuthorized Signer Printed Name and Title ofAuthorized Signer
707 Third Street 1860 Michael Faraday Drive, Suite 100
West Sacramento, CA 95605 Reston, VA 20190
Address Address
Fage 8 of 8
ParttclpaUng Addendum No.
Attachment A
Sh et 1 of 1
CoMract Numbsr,
Contractor,
Reporting Pe lod:
Report Valus:
Administrathre F e:
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Page 1 / 1
CITY OF ORANGE
DATE PO NUMBER
300 EAST CHAPMAN AVE.
3/12/2021 113957
ORANGE, CA 92866
FOB Point: DESTINATION SHIP TO: INFORMATION TECHNOLOGY
Terms: Net 30 Days CITY OF ORANGE
Req Del Date: 300 E CHAPMAN AVE
ORANGE, CA 92866 4
VENDOR: 007856
SIDEPATH INC Req.No: i
22892 MILL CREEK.DRIVE Dept: CITY WIDE
LAGUNA HILLS, CA 92653 Confirming7 No
Special Inst: REQUESTOR: MIKE DERING
EMAILTO: RYAN(a SIDEPATH.COM
Quanti Unit Descri tion Unit Price Ext.Price j
QTY 860-PO.SLG.SD_BlackBerry Protect 26,945.34
Optics-Device-Gov, .
QTY 40-GA.UPO.SLG.SD.AD BlackBerry
Guard Advanced Upgrade from Protect+
Optics-Device-Gov-Advantage
SuPP rt
3/21/2021 -3/20/2024
1stYearpayment _
s
t
Approved by Council on 03/9/2021 (3.6)
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5+
f
BI To: CITY OF ORANGE SUBTOTAL 26,945.34
PO BOX 449
TAx 0.00
ORANGE, CA 92856
FREIGHT 0.00
TOTAL 26,945.34
I
Account Number Amount Account Number Amount
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Q.k.dCtL„S/ VENDOR COPY F.!%-Ci NY
P uchasing Officer Administretive Services Director
f
i'RMJ AND CC7NDITdQiU
1. No other terrns or conditions apply to this order unless specifically agreed to by Buver.
2. All purchases are E=0.8.Orange and all transportation ch rges must be prepaid unisss otheravise autharized.
3. Terms discounted irom receiving date unless oti erwise specified, t3ills are p yable only an complet+en of order.
4. We will not assume rasponsibility for materiai shipped bui not ordered or not ship.ped according to instructions Articies covared by this order
must conform with applicable safety orders of the California Division ot Indusiriai Safety. Supplier agrees to comp y with the provisions of the
Occupational Satety and Heaith Act of i970 and the standards and regulations issued thereunder and ceriifies thai all ite ns furnished under this
order will conforrn to and comply with said standlyds and regulatians. Supplier further agrees to indemnify and hold harmless Buyer for all
damages assessed against Buyer as a result oE Suppiier's failure to compiy with the act and the standard issued thereunder and for the tailure oi
the ite,ms(urnished mcier this order so camply.
5. ACKNOWLEDGL=MENT: i
There is no ackno4vledgement copy of this purchase order. Any discrepancies 1n price, quantities. items or delivery, must be phoned to Buyer's
purchasing de rtment within 43 hours of your receipt of q is purchase order. Any correspondence referring to tho terms, pricps and conditions
of this order must be directed to Buyer's purciiasing agent. Inquiries relative to payment oi invoices shouid be directed to Buyer's accounts
pal able.
6. ARBITRI TiON:
Any controversy or claim rising out of or relaiing to this purchase order or the breach thereof, shail be seitled by arbitration at eleciion of either
parry ui accordance with the rules of the American Arbitration Assoc ation and udgmenY upon tne a vard rendered by the arbitrator{s) may be
erdered in any court having jurisdiction thereof
A
i. ASSIGNMENI': 6
No assignment uy the Se(ler af the purchase order or any part hereof, ar of funds to I e received hereunder. wili be recognized by the Buyer
unless such assignrnent has had prior written approvai and cansent of the Buyer.
8. D LIVERIES:
Deiiveries for aH deparlments must be made as directed. Non-payment may result for merchandise deliuered i i any other manner Cash terms 4
shall be prcdicated on the delivery data of the material as specified, or fram date correct invoices are recei red in Buyer's accounts payabie ffice;
if the latter date is later than the date of delivery,
9. HdLD I-IARMLESS-WORKER'S CONIPENSATION
The Contracior shall comply with all of the provisions of the Worker's Compensation Insurance and Safety Acts of the State o( Califomia, the E
appiicable pr visions oi Qivision 4 and 5 of the CaliPornia abor Cocie and all anrendments thereio; and ali sirnilar State or Federal acts ar laws
ap licable: and sh il indemriify and hold harrnlass th Buyer and Gity fram and against aU claims, d mands, payments, suits, actions,
proceedings, and judgments oi every nature and description, including attorney`s fees and costs, presented, brought or recovered against the Y
8uyer and City, (or or on a count of any liabi3ily under any of said Acts which may be incurreci by reason of any work to be performecl under this
Contract.
10. HOLD HARMLESS- PATENTS:
The Contracior lcrees to indemnify and hold free and clear the City and its officers. agents, and em loyees against Ilability. including costs and
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expenses. for infring meni uF nn any Le#ters Patent arisin out of he F'erformance caF this confiraet or out of the use or disposal by or for the p
account of the City of equipment or su olies furnisheci or consfruction work periormed'nereunder. If Selier breaches this agreement and fails to
deliver the goods, services or rnaterials as provided herein viihin reasonable:ime, or by failing io make sufiicient progress so as to endanger
perfonnance of this order, tl en Buyer may terminate this contract and purchas the goods, services or material trom whalever source,
and Seller sPiall be liable to Suyer far the difference in price which Buyar 1s ohligated to pay plus all of sts costs and exp nses in enforcing its
rights hereunder, including reasonablo atlorney's fees. Further, Buyer may efiset any sucl costs or expenses incurred agair st any of the fmonies.vhich may be o ving to the Selter.
11. HOLU HAH(ViLESS - GENERAL:
Sef!er guarantees and agrees to indemnify, defend and hold harmless the Buyer against any or all loss. liability. damages, demands, claims
or costs arising out ot defecti e material and products, faulty work performance. negiigent or unlav tul acts and non-compliance avith any a
applicable IocaL state or tecieral codes, ordinances, orders or statutes including the Occupafional Safety and Healtii Acl (OSf-fA) and the
California industrial 5a(ety Act. This yuaraniee is in additiori to and not irrtended as a limitation nn any other warranty, expressed or im Iieci.
Freight: Excessive charges ;rom incorrect descriptiun or from rouiiny other than given u ill be cl arged to Seiler's account. Packing list must
each c se or parcel, showing C3uyer's order number. No charges Eor transportatian,containers, ar any olher purpose, ete., will be ai)atived unless
so specified in this order. reight citarges allowahle pursuani to the terms F B oint o origin or FOB oesiynation plus freighl shafl be prepaid
by the Seller and must be itemized on the invoice, and a copy of the pald express or freight bil!shall be aiTached to the invoice. CaD shipments
will not be accepted.
R jections: If ny of the goods are found at any time to be detective in mat riai or workmanship, or otherwise i1 t in conformity with tha
requirements of the order. 8uyer, in addition to any otl er rights which it may ha e uncier v arranties or ofhenvise, shall have tne right to reject
and reium such goocis at Seller's expense, such goods not to be repiaced witfiout ^rritten authorization irom Buyer. This order must be fillod
exactiy a.s sk ocified, no xceptions. Alternates or substitutes will not be accepted unless uthorized by Ciuyer's purchasing agent.Where quality j
is questioned an any delivery, any cast af inspection wiii be against the accaunt of ifie Sel;ec I
Anti-discriminaiion claim: It is the policy ut the Buyer#hat in connection with all ori<performed under pubiic v orks, and purchasing contracts,
there be no discrimination against any prasn ctive or active employee engaged in the r ork becausu=of racF, color, sex, ancestry, national origin,
or reliyious creed, and th refcxe the Se ler agrees ta comply with 7p alicabl F;d ral arrd Galifornia laws including, but nok IimiYed to, the
California Fair Emp{oyment Practice Act beginning tivifh Labo Code Sertion 1410, and Labor Code 5ectiori i735. In acldiiion, the Seller ayrees
to require li4<e compiianr,e by all sub-contractors employed.
Suyer furnisned or paid f r iterr s: Ali aritwork, specifications, tools, equiprRent, and otYier itsms furnished to Seller, or paid for by Buyer shall (A)
remain 8uyer's praperty, or upon acauisition by Seller, shali become Buyer's nroperty. (13) be safely kept by Selier in good and usable order;
Cj be promptly returned to Buyer upon request.
12 CANCELLATION:
Buyer shalS have the right to cancet at any tirne for Sail r's breach of a y provisions of this order, including tailure fo meet their stated de{ivery
schectule.All or any portion of tf is order may he cancelled by Buyer if Seller, in Quyer's judyment. is iailing to make sufficient progress so as to
ondanger performance of his arder in accordance Uvith its tenns. Buyer reserves the right to terminate the cant act without ponafty, without
cause or vrith cause immecAately,10days after w ritten notice thereof,if clelivered to the Seller either personally or by mail addressed as shown
on the purchase order form.
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