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STANDARD TERMS & CONDITIONS TERM CONTRACT AWARD CONTRACT NO: MA-1S-2140295-1 Page 3 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:VENDOR/DEPARTMENT- 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 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 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. 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.