Item 09 - Citywide Purchase Order with DS Services of America, Inc.

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BB. CONTINGENCY OF FUNDS: Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County's Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty. CC. EXPENDITURE LIMIT: Contractor shall notify the County of Orange assigned Deputy Purchasing Agent in writing when the expenditures against the Contract reach 75 percent of the dollar limit on the Contract. The County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on the Contract unless a change order to cover those costs has been issued. ADDITIONAL TERMS AND CONDITIONS: 1. SCOPE OF CONTRACT: This Contract specifies the contractual terms and conditions by which the County will procure goods/services from Contractor as further detailed in the Scope of Work, identified and incorporated herein by this reference as Attachment A. 2. TERM OF CONTRACT: The initial term of this Contract shall become effective March 1, 2023 and shall continue for five (5) calendar years, unless otherwise terminated by County. AMERICANS WITH DISABILITIES ACT (ADA): Section 504 of the Rehabilitation Act of 1973 as amended; Title VI and VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act, 42 USC 12101; California Code of Regulations, Title 2, Title 22: California Government Code, Sections 11135, et seq; and other federal and state laws and executive orders prohibit discrimination. All programs, activities, employment opportunities, and services must be made available to all persons, including persons with disabilities 4. AUTHORIZATION WARRANTY: The Contractor represents and warrants that the person executing this Contract on behalf of and for the Contractor is an authorized agent who has actual authority to bind the Contractor to each and every term, condition and obligation of this Contract and that all requirements of the Contractor have been fulfilled to provide such actual authority 5. BREACH OF CONTRACT: The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract: a. Terminate the Contract immediately, pursuant to Section K herein; b. Afford the Contractor written notice of the breach and ten calendar days or such shorter time that may be specified in this Contract within which to cure the breach; c. Discontinue payment to the Contactor for and during the period in which the Contractor is in breach; and d. Offset against any monies billed by the Contractor but yet unpaid by the County those monies disallowed pursuant to the above. 6. CAL -OSHA VEHICLE REGULATION: All vehicles must meet California Motor Vehicle and Cal - OSHA regulations and all other applicable codes required for vehicle use on the roads or highways in the state of California. 7. CIVIL RIGHTS: Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, Section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975 as amended; Title 1I of the Americans with Disabilities Act of 1990, and other applicable State and federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability. County of Orange Page 8 of 25 RCA-017-22010155 County Procurement Office File No. 2267902