Loading...
HomeMy WebLinkAbout25427COUNTY OF FRESNO c m zu~ PURCHASING DATE: 811 712009 THIS EXTRACT IS FOR REFERENCE AND INFORMATIONAL PURPOSES ONLY ALL BUSINESS AND MANAGEMENT DECISIONS MUST BE GOVERNED BY THE UNDERLYING CONTRACT. ANY QUESTIONS MUST INCLUDE THE CONTRACT NUMBER AND BE ADDRESSED r"' - - -- f r TO THE COUNTY'S PURCHASING OFFICE AT 45671 10. CONTRACT NUMBER: A-09-396 VENDOR NUMBER: 0000060684 CONTRACT TITLE: Legal Transcription Services NAME I ADDRESS: Sweetheart Typing 540 E. Garland CONTRACT PERIOD: 911 12009 thru 81311201 2 ;tYYDE Fresno, CA 93704 USING AGENCIES: Probation-Adult, lntemal Affairs TERMS: Net 45 Days DELIVERY TERMS: Destination DELIVERY TIME: BUYER: H - Patricia J. Flaherty ~~I-lfl CONTRACT VALUE: $65,000.00 Annual Maximum LOCATION: REPRESENTATIVE: Anneliese Roberts TELEPHONE: (559) 304-5983 FAX: (559) 226-7694 E-MAIL: BOARDIGROUPISTATE CONTRACT NO: 09-396 REQUISITION NO'S: 3439000323 NW [7 Cancellation Reference: 9204698 C] ~enewal [7 Short Term ~ii~ate: ~11112012 C] ~djurbnent Evergreen Code: 920 C] ~dd0n Kill REPORTS: None Org: 34300300 Sumedm 260169H COMMODITIES, SERVICES OR MAINTENANCE COVERED UNDER THIS ACTION: Provide legal transcription services for Probation. See attached Board Agreement. SPECIAL CONDITIONS FOR USE: 'AUTOMATIC RENEWAL: In the absence of notification from vendor to Purchasing, or instructions from County department to Purchasing, this Agreement will automatically renew for one year on September 1,201 0 and September 1,201 1. DISTRIBUTION REQUESTEDlBYlDATE ADDITIONAL DISTRIBUTION CONTRACT FILE: M 920-4698 M BUYER: s97-07 VENDOR J AUDITOR. DEPARTMENT: REQUlSlTlONER saw A49396 AccessReport Extrad Page 1 of 1 AGT 09-396 County Agreement with Sweetheart Typing. 2009 AGREEMENT THIS AGREEMENT (hereinafter 'Agreement") is made and entered into thisllfh day of August ,2009, by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, 2220 Tulare Street, Fresno, CA 93721 (hereinafter "COUNTY"). and SWEETHEART TYPING, whose address is 540 E. Garland, Fresno, California 93704 (hereinafter "CONTRACTOR"). WITNESSETH WHEREAS, COUNTY through its Probation Department requires legal transcription services; and WHEREAS, COUNTY issued Request for Quotation (RFQ) Number 920-4698 and SONTRACTOR responded to such RFQ; and WHEREAS, CONTRACTOR has facilities, equipment, and personnel skilled in the ~ovision of such services pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of their mutual promises, covenants and :onditions, hereinafter set forth, the sufficiency of which is acknowledged, the parties agree as 0llows: 1. OBLIGATIONS OF CONTRACTOR A. CONTRACTOR shall be responsible for providing labor, materials, $quipment, and legal transcription services as stated in this Agreement. B. CONTRACTOR shall perform all services and fulfill all responsibilities for egal transcription services as defined in COUNTY'S RFQ Number 920-4698, dated April 16, !009 (attached hereto as Exhibit "A" and incorporated herein by this reference), hereinafter eferred to as COUNTY'S RFQ, and CONTRACTOR'S Response to RFQ, dated May 15, !009 (attached hereto as Exhibit "B and incorporated herein by this reference), all of which County Agreement with Sweetheart Typing, 2009 are incorporated herein by reference and made part of this Agreement. A copy of the COUNTY'S RFQ and CONTRACTOR'S Response to RFQ shall be retained and made available during the term of this Agreement by the COUNTY'S Probation Department Contract Coordinator. C. CONTRACTOR shall make corrections to any errors found in lnternal Affairs transcription reports that are the fault of CONTRACTOR at no charge to COUNTY. D. CONTRACTOR shall coordinate legal transcription services with the COUNTY designated contact staff as determined by the COUNTY. E. Access to the Probation Department's confidential Adult Probation Report and lnternal Affairs tapes and Probation documents and any byproducts thereof, including but not limited to printed andlor electronic copies of transcripts and reports (hereafter collectively, the "Probation Documents"), is limited to CONTRACTOR, its owners, employees, and any persons authorized by CONTRACTOR and COUNTY'S Chief Probation Officer or hislher designee. The Probation Documents may only be accessed for the purpose of fulfilling CONTRACTOR'S obligations under this Agreement. Each of the aforementioned persons authorized to access the Probation Documents must sign an Acknowledgement of Confidentiality form, a copy of which is attached and incorporated herein by reference as Exhibit C, prior to any contact with the Probation Documents. The execution of the Acknowledgment of Confidentiality form by each of the aforementioned persons authorized to access the Probation Documents must be witnessed by an employee of the Probation Department who shall sign the form as a witness. Thereafter, the form must immediately be submitted to the Probation Department for filing and retention. II. TERM The term of this Agreement shall be for a period of one (1) year, commencing on County Agreement with Sweetheart Typing. 2009 September 1, 2009 through and including August 31, 201 0. This Agreement shall automatically be extended for two (2) additional consecutive twelve (12) month periods upon the same terms and conditions herein set forth, unless written notice of non-renewal is given by either of the parties no later than thirty (30) days prior to the first day of the next twelve (12) month period. Ill. TERMINATION A. Non-Allocation of Funds - The terms of this Agreement and the services to be provided thereunder are contingent upon the approval of funds by the appropriating government agency. Should sufficient funds not be allocated, the services provided may be modified, or this Agreement terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice. B. Breach of Contract The COUNTY may immediately suspend or terminate this Agreement in ivhole or in part, where in the determination of the COUNTY there is: (1 An illegal or improper use of funds; (2) A failure to comply with any terms of this Agreement; (3) A substantially incorrect or incomplete report submitted to the (4) Improperly performed service. In no event shall any payment by the COUNTY constitute a waiver by the 30UNTY of any breach of this Agreement or any default which may then exist on the part of he CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to he COUNTY with respect to the breach or default. The COUNTY shall have the right to lemand of the CONTRACTOR the repayment to the COUNTY of any funds disbursed to the County Agreement with Sweetheart Typing. 2009 CONTRACTOR under this Agreement, which in the judgment of the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund any such funds upon demand. C. Without Cause Under circumstances other than those set forth above, this Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an intention to terminate. IV. COMPENSATION COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation at the rates stated in CONTRACTOR'S Response to RFQ Number 920-4698 (Exhibit B), attached hereto and incorporated herein by this reference. CONTRACTOR shall submit monthly invoices in triplicate to the Fresno County Probation Department's Business Office, 1 100 Van Ness Avenue, Fresno, CA 93721, ATTENTION: Greg Reinke. In no event shall services performed under this Agreement be in excess of Sixty- Five Thousand Dollars ($65,000) and NoI100s during each one year period (September 1 - 9ugust 31) of this Agreement. It is understood that all expenses incidental to SONTRACTOR'S performance of services under this Agreement shall be borne by ZONTRACTOR. Payments by COUNTY shall be made in arrears within 45 days for services ~rovided during the preceding month, after receipt and verification of CONTRACTOR'S nvoices. If CONTRACTOR should fail to comply with any provision of this Agreement, ZOUNTY shall be relieved of its obligation for further compensation. V. INDEPENDENT CONTRACTOR In performance of the work, duties, and obligations assumed by CONTRACTOR County Agreement with Sweetheart Typing, 2009 under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that CONTRACTOR is ~- ---------- ------- ------ - - - - - - - - - performing its obligations in accordance with the terms and conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security, withholding, and all 3therregulatims governing_ such ------ matters. It is acknowledged that during the term of this --- ---- ------ qgreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or :o this Agreement. VI. MODIFICATION Any matters of this Agreement may be modified from time to time by the written :onsent of all the parties without, in any way, affecting the remainder. 71 County Agreement with Sweetheart Typing. 2009 VII. NON-ASSIGNMENT Neither party shall assign, transfer or sub-contract this Agreement or their rights or duties under this Agreement without the prior written consent of the other party. VIII. HOLD-HARMLESS CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request, defend the COUNTY, its officers, agents and employees from any and all costs and expenses, damages, liabilities, claims and losses occurring or resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers, agents and employees under this Agreement, and from any and all costs and expenses, damages, liabilities, claims and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of CONTRACTOR, its officers, agents or employees under this Agreement. IX. INSURANCE Without limiting the COUNTY'S right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement: A. Commercial General Liability Commercial General Liability Insurance with limits of not less than One Million Dollars and NoI100s ($1,000,000.00) per occurrence and an annual aggregate of Two Million Dollars and No1100s ($2,000,000.00). This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including completed operations, products liability, contractual liability, fire legal liability or any other liability insurance deemed necessary County Agreement with Sweetheart Typing. 2009 B. Automobile Liabilitv Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than Two Hundred Fifty Thousand Dollars and Nol100s ($250,000.00) per person, Five Hundred Thousand Dollars and No/100s ($500,000.00) per accident and for property damages of not less than Fifty Thousand Dollars and No1100s ($50,000.00), or such coverage with a combined single limit of Five Hundred Thousand Dollars and No11 00s ($500,000.00). Coverage should include owned and non-owned vehicles used in connection with this Agreement. C. Worker's Compensation A policy of worker's compensation insurance as may be required by the California Labor Code. CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by the COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance provided ~nder the CONTRACTOR'S policies herein. This insurance shall not be cancelled or changed ~ithout a minimum of thirty (30) days advance, written notice given to COUNTY. Within thirty (30) days from the date CONTRACTOR executes this 9greement, CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the Probation Department, Wention: Greg Reinke, Probation Business Manager, stating that such insurance coverages lave been obtained and are in full force; that the County of Fresno, its officers, agents and County Agreement with Sweetheart Typing. 2009 employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance provided under CONTRACTOR'S policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to COUNTY. In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein provided, the COUNTY may, in addition to other remedies it may have, immediately suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. X. AUDITS AND INSPECTIONS The CONTRACTOR shall at any time during business hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this 4greement. If this Agreement exceeds Ten Thousand and No11 00 Dollars ($1 0,000.00), :ONTRACTOR shall be subject to the examination and audit of the Auditor General for a ~eriod of three (3) years after final payment under this contract (Govt. Code section 8546.7). XI. County Agreement with Sweetheart Typing. 2009 NOTICES The persons and their addresses having authority to give and receive notices under this Agreement include the following: COUNTY: Chief Probation Officer Fresno County Probation Department 1 100 Van Ness Avenue Fresno, California, 93721 CONTRACTOR: Anneliese G. Roberts, Owner Sweetheart Typing 540 E. Garland Fresno, CA 93704 Any and all notices between the COUNTY and the CONTRACTOR provided for Dr permitted under this Agreement or by law shall be in writing and shall be deemed duly served when personally delivered to one of the parties, or in lieu of such personal service, hen deposited in the United States Mail, postage prepaid, addressed to such party. XII. GOVERNING LAW Venue for any action arising out of or relating to this Agreement shall only be in =resno County, California. The rights and obligations of the parties and all interpretation and 3erformance of this Agreement shall be governed in all respects by the laws of the State of 2alifornia. XIII. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous Zgreement negotiations, proposals, commitments, writings, advertisements, publications, and lnderstandings of any nature whatsoever unless expressly included in this Agreement. In the went of any inconsistency in interpreting the documents which constitute this Agreement, the nconsistency shall be resolved by giving precedence in the following order of priority: (I) the County Agreement with Sweetheart Typing, 2009 text of this Agreement (excluding Exhibits A, B, and C); (2) Exhibit A; (3) Exhibit B and (4) Exhibit C. Ill Ill Ill Ill Ill Ill 111 Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill ATTEST: BERNICE E. SEIDEL,Clerk Board of Supervisors A County Agreement with Sweetheart Typing. 2009 COUNTY OF FRESNO Susan B. Anderson Chairman, Board of Supervisors Date: AUG 1 1 2009 REVIEWED & RECOMMENDED APPROVED AS TO LEGAL FORM: Kevin B. Briggs, Interim County Counsel IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first hereinabove written. Owner Date: 0 FOR ACCOUNTING USE ONLY: Fund: 0001 Organization: 3430 Account: 7295 APPROVED AS TO ACCOUNTING FORM: Vicki Crow, CPA Auditor-Controllerrrreasurer-Tax Collector BY - Deputy EXHIBIT A COUNTY OF FRESNO REQUEST FOR QUOTATION NUMBER: 920-4698 LEGAL TRANSCRIPTION SERVICES April 16, 2009 PURCHASING WE G:\ADMINU(RAU\2009 TRANSCRIPTION SERVICE\920-4698 LEGAL ORG/Requisitii: 343003001 3439000323 paw TRAN IMPORTANT: SUBMIT QUOTATION IN SEALED PACKAGE WITH QUOTATION NUMBER. CLOSING DATE AND BUYER'S NAME MARKED CLEARLY ON THE OUTSIDE TO: COUNTY OF FRESNO, Purchasing 4525 EAST HAMILTON AVENUE FRESNO, CA 93702-4599 CLOSING DATE OF BID WlLL BE AT 200 P.M., ON MAY 15,2009. QUOTATIONS WlLL BE CONSIDERED LATE WHEN THE OFFICIAL PURCHASING TIME CLOCK READS 2:00 P.M. Quotations will be opened and publidy read at that time. All quotation information will be available for review after contract award. Clarification of specifications is to be directed to: Patricia J. Flaherty, phone (559) 456-7110, FAX (559) 456-7831. GENERAL CONDITIONS: See "County Of Fresno Purchasing Standard Instructions And Conditions For Request For Proposals (RFP'S) and Requests for Quotations (RFQ'S)" attached. Check County of Fresno Purchasing's Open Solicitations website at : htt~~/www2.co.fresno.ca.us104401Bidshome2.a~~ for RFWFP documents and chanaes. BIDDER TO COMPLETE UNDERSIGNED AGREES TO FURNISH THE COMMODITY OR SERVICE STIPULATED IN THE AllACHED QUOTATION SCHEDULE AT THE PRICES AND TERMS STATED, SUBJECT TO THE 'COUNTY OF FRESNO PURCHASING STANDARD INSTRUCTIO REQUEST FOR QUOTATIONS (RFP'S) AND REQUESTS FOR QUOTATIONS (RFQ'S)"AllACHED. Except as noted on individual items, Ule following will apply to all items in the Quotation Schedule. I. Complete delivery will be made within calendar days after receipt of Order. 2. A cash discount O/o days will apply. COMPANY Y ADDRESS m nh CITY STATE ZIP-C - - TELEPHONE NUMBER FACSIMILE NUMBER Ah SIGNED BY PRINT NAME TITLE Quotation No. 920-4698 COUNTY OF FRESNO PURCHASING STANDARD INSTRUCTIONS AND CONDITIONS FOR REQUESTS FOR PROPOSALS (RFP'S) AND REQUESTS FOR QUOTATIONS (RFQ'S) Note: the reference to 'bids" in the following paragraphs applies to RFP's and RFQ's By submitting a bid the bidder agrees to the following conditions. These conditions will apply to all subsequent purchases based on this bid. 1. BID PREPARATION: A) All prices and notations must be lyped or written in ink. Noerasures permitted. Em may be crossed out, initialed and corrections printed in ink by person signing bid. B) Brand Names: Brand names and numbers when given are for reference. Eaual items will be considered. ~rovided the offer dearlv desaibes the article and how it differs r;dm that spedfied. In thi absence of such information it shall be understood the offering is exactly as spedfied. C) State brand or make of each item. If bidding on other than specified, state make, model and brand being bid and attach supporting literature/spedfications to the bid. D) Bid on each item separately. Prices should be stated in units specified herein. All applicable charges must bequoted; charges on invoice not quoted herein will be disallowed. E) Time of delivery is a par1 of the consideration and must be stated in . definite terms and &st be adhered to. F.O.B. Point shall be destination or freight charges must be stated. F) All bids must be dated and signed with the fum's nameand by an authorized officer or employee. G) Unless otherwise noted, prices shall be firm for 120 days after closing date of bid. 2. SUBMll?7NG BIDS: A) Each bid must be submitted on forms provided in a sealed envelope with bid number and closing date and time on the outside of the envebpelpackage. 6) Interpretation: Should any discrepancies or omissions be found in the bid specifications or doubt as to their meaning, the bidder shall notify the Buyer in writing at once. The County shall not be held responsible for verbal interpretations. Quesths regarding the bid must be received by Purchasing at least 5 working days bebe bid opening. All addenda issued shall be in writing, duly issued by purchasing and incorporated inlo the contract C) ISSUING AGENTIAUTHORIZED CONTACT: This RFQ has been issued by County of Fresno Purchasing. Purchasing shall be the vendor's sole point of contact with regard to the RFQ, its content, and all issues concerning it All communication regarding this RFQ shall be directed to an authorized representative of County Purchasing. The specific buyer managing this RFQ is identified onihe cover page, al& with hi or her telephone number, and he or she should be the primary point of contact for discussions or information pertaining to the RFQ. Contact with any other County representative, including elected officials, for the purpose of discussing this RFQ, its content, or any other issue concerning it, is prohibited unless authorized by Purchasing. Violation of this clause, by the vendor having unauthorized contact (verbally or in writing) with such other County representatives, may constitutegrounds for rejection by Purchasing of the vendor's quotation. The above stated restriction on vendor contact with County representatives shall apply until the County has awarded a purchase order or contrad to a vendor or vendors, except as follows. First, in the event that a vendor initiates a formal protesi against the RFQ, such vendor may contact the appropriate individual, or individuals who are managing that protest as outlined in the County's established protest procedures. All such contact must be in accordance with the sequence set forth under the protest procedures. Second, in the event a public hearing is scheduled before the Board of Supervisors to hear testimony prior to ils approval of a purchase order or contracl, any vendor may address the Board. D) Bids received after the closing time will NOT be considered. E) Bidders are to bid what is specified or requested first. If unable to or willing to, bidder may bid alternative or option, indicating al advantages, disadvantages and their associated cost. F) Public Conkact Code Section 7028.15 Where the State of Caliiomia requires a Contradots license, it is a misdemeanor for any person to submit a bid unless specifically exempted. 3. FAILURE TO BID: A) If not biding, return bid sheet and state reason for no bid or your name may be removed from mailing list 4. TAXES, CHARGES AND EXTRAS: A) County of Fresno is subject to California sales and/or use lax 8.975%). Please indicate as a separate line item if applicable. B) W NOT indude Federal Excise Tax. County is exempt under Registration No. 94-73-03401-K. C) County is exempt from Federal Transportation Tax. Exemption certificate is not required where shipping papers show consignee as County of Fresno. D) Charges for transportation, containers, packing, etc. will not be paid unless specitied in bid. G:\ADMINU<RAU\2oS TRANSCRIPTION SERVICE\9204698 LEGAL TRANSCRIPTION SERVICES.DOC 1A A Quotation No. 920-4698 5. W-9 - REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION: Upon award of bid, the vendor shall subt-nii to County Purchasing, a completed W-9 - Reauest for Taxoaver Identification Number and Certifmtion if not already a current vendor with The County of Fresno. This form is available from the IRS to complete on line at htt~://www.irs.~ov/oub/i1~-odf/fw9.odf. 6. AWARDS: A) Subject to the local preference provisions referenced in Paragraph 6 below and more thoroughly set forth in the General Requirements section of this RFQ, award(s) will be made to the most responsive responsibk bidder. The evaluation will include such things as life- cycle cost, availability, delivery costs and whose produd andlor service is deemed to be in the best interest of the County. The County shall be the sole judge in making such determination. B) Unless bidder gives notice of allor-none award in bid, County may accept any item, group of items or on the basis of total bid. C) The County reserves the right to reject any and all bids and to waive informalities or irregularities in bids. D) After award, all bids shall be open to public inspection. The County assumes no responsibility for the confidentiality of information offered in a bid. 7. LOCAL VENDORS A) Local Vendor Preference (applicable to RFQ Process only) The following provisions are applicable only to the County's acquisition of materials, equipment or supplies through the RFQ process when the funding source does not require an exemption to the Local Vendor Preference. THE PROVISIONS OF THIS PARAGRAPH ARE APPLICABLE, NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS RFQ TO THE CONTRARY If the apparent knnr bidder is not a local vendor, any local vendorwho submitted a bid which was within five percent (5%) of the lowest responsive bid as determined by the purchasing agent shall have the option of submitting a new bid within fortyeight hours (not including weekends and holidays) of County's delivery of notification. Such new bids must be in an amount less than or equal to the lowest responsive bid as determined by the purchasing agent. If the purchasing agent receives any new bids from local vendors who have the option of submitting new bids within said fortyeight hour period, it shall award the contract to the local vendor submitting the lowest responsible bid. If no new bids are received, the contract shall be awarded to the original low bidder as announced by the purchasing agent. B) Local Vendor Defined local Vendor" shall mean any business which: 1. Has its headquarters, distribution point or locally-med franchise located in or having a street address within the County for at least six (6) months immediately prior to the issuance of the request for competitive bids by the purchasing agent; and 2. Holds any required business license by a jurisdiction located in Fresno County; and 3. Employs at least one (1) full-time or two (2) part-time employees whose primary residence is located within Fresno County, or if the business has no employees, shall be at least fifty percent (50%) owned by one or more persons whose primary residence(s) is located within Fresno County. 8. TIE BIDS: All other factors being equal, the contract shall be awarded to the Fresno County vendor or, if neither or both are Fresno County vendors, it may be awarded by the flip of a coin in the presence of witnesses or the entire bid may be rejected and re-bid. If the General Requirements of this RFQ state that they are applicable, the provisions of the Fresno County Local Vendor Preference shall take priority over this paragraph. 9. PATENT INDEMNITY: The vendor shall hold the County, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with this bid. 10. SAMPLES: Samples, when required, must be furnished and delivered free and, if not destroyed by tests, will upon written request (within 30 days of bid closing date) be returned at the biideh expense. In the absence of such notification, County shall have the right to dispose of the samples in whatever manner it deems appropriate. 11. RIGHTS AND REMEDIES OF COUNTY FOR DEFAULT: A) In case of default by vendor, the County may procure the articles or service from another source and may recover the cost difference and related expenses occasioned thereby from any unpaid balance due the vendor or by proceeding against performance bond of the vendor, if any, or by suit against the vendor. The prices paid by the County shall be considered the prevailing market price at the time such purchase is made. B) Articles or services, which upon delivery inspection do not meet specfications, will be rejected and the vendor will be considered in default. Vendor shall reimburse County for expenses related to delivery of non-specified goods or services. C) Regardless of F.O.B. point, vendor agrees to bear all risks of loss, injury or destruction to goods and materials ordered herein which occur prior to delivery and such loss, injury or destruction shall not release vendor from any obligation hereunder. 12. DISCOUNTS: Terms of less than 15 days for cash payment will be considered as net in evaluating this bid. A discount for payment within fifteen (15) days or more will be considered in determining the award of bid. Discount period will commence either the later of delivery or receipt of invoice by the County. Standard terms are Net Forty-five (45) days. 13. SPECIAL CONDITIONS IN BID SCHEDULE SUPERSEDE GENERAL CONDITIONS. The 'General Conditions" provisions of this RFPlRFQ shall be superseded if in conflict with any other section of this bid, to the extent of any such conflict. 14. SPEClAL REQUIREMENT: With the invoice or within twenty-five (25) days of delivery, the seller must provide to the County a Material Safety Data Sheet for each product, which G:\ADMINWU\2009 TRANSCRIPTION SERVICE\920-4698 LEGAL TRANSCRIPTION