County of San Diego Date Issued: August 13, 2026

REQUEST FOR QUOTATION

(this RFQ is a request for information, not an order)

RFQ Number: 13347 CONTRACTING OFFICER:

RFQ TITLE: 2026 or Newer/Unused Toyota Rav4 XLE Yu-Kuang Hou, Procurement Specialist

QUOTATIONS

DUE:

August 28, 2026 5:00 PM Phone: (619) 964-0529

QUESTIONS DUE: August 21, 2026 5:00 PM Email: Yukuang.Hou@sdcounty.ca.gov

SUBMITTING YOUR QUOTATION:

Submit your response, including completed forms via BuyNet or via email to the contracting officer listed in this RFQ.

AWARD: Will be based on:

EACH ITEM EACH LOT

TOTAL (ALL ITEMS)

DESCRIPTION

THE COUNTY OF SAN DIEGO IS SEEKING QUOTES FROM QUALIFIED FIRMS (OFFERORS) TO PROVIDE ONE

(1) 2026 OR NEWER/UNUSED TOYOTA RAV4 XLE IN ACCORDANCE WITH THE TERMS & CONDITIONS

CONTAINED WITHIN.

SEE THE STATEMENT OF WORK FOR A DETAILED DESCRIPTION OF THE COUNTY’S REQUIREMENTS.

THIS REQUEST FOR QUOTATION INCLUDES AN RFQ SUBMISSION CHECKLIST TO BE COMPLETED BY

OFFERORS.

SUBMITTALS WILL BE EVALUATED BASED UPON PRICE AND PERFORMANCE FACTORS INCLUDING THE

OFFEROR’S EXPERIENCE, QUALIFICATIONS, TECHNICAL APPROACH, AND ACCEPTANCE OF THE

COUNTY’S DRAFT AGREEMENT, PHYSICAL AVAILABILITY OF VEHICLE, VEHICLE SPECS, AND DELIVERY

LEAD TIME.

COUNTY OF SAN DIEGO

REQUEST FOR QUOTATION (RFQ) 13347 – 2026 OR NEWER/UNUSED TOYOTA RAV4 XLE

SUBMISSION CHECKLIST

SUBMISSION CHECKLIST

☐ Submit a completed and signed Offeror’s Cover Page (PC600) form

• https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC600_dpc_Offerors_Cover_Page.pdf

☐ Submit a completed and signed Representations and Certifications form (PC601)

• https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC601_dpc_Reps_and_Certs.pdf

☐ Submit a completed and signed Small-Local Business Self-Certification Form (PC610)

• All Offerors are encouraged to complete this form to support County data collection.

• https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC610_dpc_Small_Local_Self_Cert.pdf

☐ Submit a completed and signed Nondisclosure Indemnification Agreement (PC620) (if applicable).

• Required if submitting Confidential/Proprietary Information (see information in Terms and Conditions below)

• https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC620_dpc_Nondisclosure_Indemnity.pdf

☐ Submit a completed Pricing Schedule.

• (Page 8) https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC600_dpc_Offerors_Cover_Page.pdf https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC601_dpc_Reps_and_Certs.pdf https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC610_dpc_Small_Local_Self_Cert.pdf https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC620_dpc_Nondisclosure_Indemnity.pdf

TERMS AND CONDITIONS OF REQUEST FOR QUOTATION

RESPONSES: Your response is due through electronic upload to BuyNet on the specified close date and time, local San

Diego time. If Offeror is unable to submit via BuyNet for any reason, Offeror may submit by email or mail to the listed

Contracting Officer, or by personal delivery to the Purchasing and Contracting front desk. Please use these methods only if unable to submit through BuyNet. If mailed or delivered, the above RFQ No. should be included on the front of the envelope.

It is the Offeror’s responsibility to submit based on the most current RFQ, addenda thereto, responses to Questions, any other information posted on BuyNet, and any diligence material made available by the County. Offerors are advised to regularly check BuyNet for information. The County has no obligation to contact Offerors directly with any such RFQ-related information.

• In order to see all information related to this RFQ, to submit Questions, and to receive notifications of updates, Offerors must select “Participate in RFx” for this solicitation in BuyNet.

Forms required to be submitted with Offeror’s Quotation are included in this RFQ or posted on the County’s web site at https://www.sandiegocounty.gov/content/sdc/purchasing/purchasing-forms.html. Posted forms may be updated from time to time. Unless otherwise specified, Offerors may submit the version of a form in place as of the date of RFQ issuance or any later version.

This is a request for information, and quotations furnished are not offers.

QUESTIONS: Please submit questions and requests for clarification related to definition or interpretation of this RFQ in writing to the contracting officer before the Questions Due date/time listed in this RFQ. Those received after this date may not be answered at the discretion of the County.

PRICING: The County may award a contract on the basis of initial quotations. Your price(s) should be the lowest possible for the RFQ requirements. Omit Sales and Use Taxes unless otherwise specified.

The Estimated Quantities in the Pricing Schedule are provided solely for evaluation of quotations. They represent approximate anticipated use based on historical consumption. If the County’s actual requirements do not result in orders in the quantities described as “estimated” in the Schedule, that fact shall not constitute the basis for price adjustment.

EVALUATION AND AWARD. Quotations are subject to acceptance at any time within 90 days after submission due date/time, unless otherwise stipulated by the County. This RFQ is an informal negotiated procurement process. Lowest price may not always be the sole criteria for award of an RFQ. The County reserves the right to waive a variation in specification if, in the opinion of the County, such variation does not materially change the item or its performance within parameters acceptable to the County. The County reserves the right to reject any or all quotations and to accept or reject any item(s) thereon, or waive any informality in the quotation. The County reserves the right to perform a pre-award survey of the offeror to determine capability to perform, including but not limited to facilities, financial responsibility, materials/supplies, and past performance. The determination of the County as to an Offeror’s prospective ability to perform the contract shall be conclusive.

SAMPLES: Samples, at Offeror’s expense, may be required for evaluation by the County. Delivery of sample must be scheduled with contracting officer and provided within required timeline. The County shall have the right to review sample and to determine if such sample is acceptable. The County’s decision to award is contingent upon its acceptance of the products provided in the sample. During the term of the award, the County must approve any substitutions from the initial sample in writing in advance of substitution. In no event shall the supplier be permitted to increase prices on the basis of substituted item(s).

Sample, if not destroyed by tests, will, upon request, be returned at Offeror’s expense. Offeror must advise contracting officer at time of sending sample that they must be returned, provide return address and Federal Express account number.

BRAND NAME OR EQUAL: If items called for in this Request for Quotation have been identified in the schedule by a

"brand name or equal" description, such identification is intended to be descriptive, but not restrictive, and is to indicate the quality and characteristics of products (including products of brand name manufacturer s other than the one described by https://www.sandiegocounty.gov/content/sdc/purchasing/purchasing-forms.html the brand name) to be considered for award if such products are determined by the County to meet fully the salient characteristic requirements listed in the request.

Unless the offeror clearly indicates in the quotation that an "or equal" product is being offered, quotation shall be considered as offering the brand name product specified.

If the offeror proposes to furnish an "equal” product, the brand name, if any, of the product to be furnished shall be inserted in the space provided in the request for quotation, or such product shall be clearly identified in the quotation. The evaluation of the quotation and the determination as to equality of the product offered shall be the responsibility of the County and will be based upon the information furnished by the offeror, or identified in the quotation as well as other information reasonably available to the purchasing activity. Caution to offerors: the purchasing activity is not responsible for locating or securing any information which is not identified in the quotation and reasonably available to the purchasing activity. Accordingly, to insure that sufficient information is available, the offeror must furnish, as part of the quotation, all descriptive material

(such as cuts, illustrations, drawings, or other information) necessary for the purchasing activity to (i) determine whether the product offered meets the salient characteristic requirements of the request for quotation, and (ii) establish exactly what the offeror proposes to furnish and what the County is binding itself to purchase by making an award. The information furnished may include specific references to information previously furnished or to information otherwise available to the purchasing activity.

If the offeror proposes to modify a product so as to make it conform to the requirements of the Request for Quotation, he shall (i) include in the quotation a clear description of such modifications and (ii) clearly mark any description to show the proposed modifications.

DUTY TO INQUIRE: Should the Offeror find discrepancies in or omissions from the RFQ, plans, specifications or other documents, or should the Offeror be in doubt as to their meaning, the Offeror must at once notify the Buyer, in writing. If the point in question is not clearly and fully set forth, a written addendum will be issued and emailed to Offerors.

CONFIDENTIAL/PROPRIETARY INFORMATION: If confidential/proprietary is contained within the submission:

1) It must be submitted in a separate file or document marked as EXHIBIT–CONFIDENTIAL/PROPRIETARY;

2) Responses to solicitation requirements that include the confidential/proprietary information, shall refer to the response contained within the EXHIBIT–CONFIDENTIAL/PROPRIETARY (for example: If submittal requirement #1 requires staff Social Security Numbers, the response to requirement #1 shall reflect “see response

#1 contained within Exhibit-Confidential/Proprietary”); and

3) It must include a signed Nondisclosure Indemnification Agreement (PC620).

NOTE: As a Public Agency, the County of San Diego must adhere to the California Public Records Act, therefore pricing cannot be considered confidential/proprietary.

TERMS OF RESULTING CONTRACTS: Any purchase order(s) issued as a result of an RFQ will contain the County's standard Purchase Order (PO) terms and conditions and any additional terms and conditions referenced in this RFQ. The

County’s PO Terms and Conditions are available at:

https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/dpc_terms_and_conditions.pdf

Payment terms are NET 30, unless terms more favorable to the County are included in Offerors quotation. Note: qualified

Small-Local Businesses may be eligible for more advantageous payment terms including NET15, in accordance with Board

Policy B-53 Small-Local Business Policy (SLBP).

AVAILABILITY OF FUNDING: The County's obligation for payment of any contract beyond the current fiscal year end is contingent upon the availability of funding from which payment can be made. No legal liability on the part of the County shall arise for payment beyond June 30 of the calendar year unless funds are made available for such performance.

CALIFORNIA REVENUE AND TAXATION CODE SECTION 18662: In compliance with California Revenue and

Taxation code section 18662, if you are a non resident of California (out-of-state invoices) who receives California source income, the County will pay California Use Tax directly to the State of California per permit no. SR FH 25-632384. Fifteen

(15) business days prior to the first payment, new suppliers or suppliers with expired forms or forms with incorrect information, must submit new forms to the County (forms are available from the Franchise Tax Board website listed below).

https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/dpc_terms_and_conditions.pdf https://codelibrary.amlegal.com/codes/san_diego/latest/sandiego_board/b_53__small__local__business__policy_(_s_l_b_p)

Under certain circumstances you may be eligible for reduced or waived nonresident withholding. If you have already received a waiver or a reduced withholding response from the State of California and the response is still valid, submit the response to the County in lieu of the forms. Failure to submit the required forms will result in withholding of payments.

Refer to the Franchise Tax Board websites (listed below) for tax forms and information on nonresident withholding, including waivers or reductions. The County will not give you any tax advice. It is recommended you speak with your tax adviser and/or the State of California for guidance.

Franchise Tax Board Websites:

https://www.ftb.ca.gov https://www.ftb.ca.gov/forms/search/ https://www.ftb.ca.gov/ https://www.ftb.ca.gov/forms/search/

STATEMENT OF WORK

1. Base Vehicle

1.1. Model: 2026 or Newer/Unused Toyota Rav4 XLE

1.2. 2.5L 4-Cylinder Hybrid engine

1.3. FWD

1.4. Exterior Color: Ice Cap

1.5. Interior Color: Black SofTex

1.6. Weather Package

1.7. XLE Driver Assist Package

1.8. Panoramic Moonroof Package

1.9. Conforms to Federal and California emissions.

1.10. Keys: 4 programmed and ready for use.

2. General Requirements

2.1. Contractor shall register the vehicles in the state of California as exempt with the Department of Motor Vehicles (DMV) and provide a temporary license plate in accordance with California law.

2.2. DMV registration shall be made out to: County of San Diego, 5560 Overland Ave. Suite 410, San Diego, CA. 92123

2.3. Contractor shall provide updates to the Fleet Services Acquisitions Team with a status update 30, 60, 90, and 120 days after receipt of the purchase order or fully executed contract.

2.4. Contractor shall provide an actual delivery date within thirty (30) days after receipt of the purchase order or fully executed contract. Failure to provide accurate delivery dates within (30) days may result in termination.

2.5. Contractor agrees that a vehicle or equipment warranty shall not start until vehicle or equipment is assigned for use by a

County of San Diego Department. Contractor shall not start the warranty of the vehicle or equipment upon delivery of the vessel, but upon confirmation of the assignment of vehicles or equipment. The County shall provide Contractor notification to start warranty on the vehicle once the vehicle is assigned.

2.6. If Contractor has any questions, comments, or concerns with the fulfillment of a purchase order or contract, send an email to

DGSFleetAcquisitions@sdcounty.ca.gov.

3. Delivery

3.1. Delivery of purchased vehicle must occur no later than 90 days after receipt of the purchase order or fully executed contract.

3.2. Delivery must occur Monday through Friday between 8:00 a.m. and 3:00 p.m. Delivery location unless stated otherwise is

County of San Diego, DGS Fleet Services, 5610 Overland Avenue, San Diego, CA 92123

3.3. In some instances, an alternate delivery location may be required to accommodate oversized equipment at no additional cost.

3.4. To confirm delivery date, Contractor must email Juan.Salgado@sdcounty.ca.gov, and Kierra.Ceasar-

Thompson@sdcounty.ca.gov at least forty-eight (48) hours in advance. Contractor must not deliver a unit without prior notice sent to the email. Deliveries that are attempted without County coordination are subject to delivery rejection.

3.5. Contractor must notify the Fleet Services Contractor and Lead Time Analyst if vehicle delivery is anticipated to exceed fifteen

(15) calendar days past the contracted lead time. An email must be sent to DGSFleetAcquisitions@sdcounty.ca.gov for any one-time lead time extension requests. This email request must include the contract or purchase order number, justification for the lead time delays, a mitigation plan to remedy the issue of acquiring the vehicle, a new lead time, and an estimated date for delivery.

3.6. Contractor must provide all equipment necessary to drop off vehicles or parts to Fleet Services. This includes the delivery of vehicles and any specialized equipment to any of Fleet Services Garages. Contractor must provide all work and equipment needed to transfer the ordered part from the transport vehicle to the Fleet Services desired location for storage. Equipment that is dropped off must be left in a location that is approved by a Fleet Services Team Leader or shop supervisor.

3.7. All outfitting must be completed and installed on the vehicle prior to delivery. The vehicle must also come with all of the required keys programmed and ready for use. If any outfitting, keys, or other materials on the original order are missing, the

County of San Diego may not be able to accept the vehicle upon delivery.

3.8. Vehicles must be fully functional, new, and have no error messages on the dashboard when the vehicle and title are handed over to the County of San Diego. Any defects related to the functionality of the vehicle must be mitigated by the Contractor within fourteen (14) calendar days of the identification of the defect. This includes but is not limited to: Vehicle warning indicators on, issues with the vehicle dashboard, defects in the exterior not originally identified by the Contractor, issues that occur after outfitting the vehicle, etc. Contractor will be responsible for the full costs of the repairs of the vehicle and must deliver the vehicle within fourteen (14) calendar days.

3.9. Gas or diesel vehicles delivered to the County of San Diego must arrive with a full tank of fuel (90% fueled or above) and

EVs must arrive fully charged (80% charge or above). Any vehicle that does not meet these standards may not be accepted.

3.10. Contractor must deliver vehicles without an added third-party global positioning system (GPS) to any vehicle or equipment.

Any unit with GPS installed may not be accepted. If GPS is found in a vehicle, the Contractor must remove it within three (3) calendar days at no extra cost.

mailto:DGSFleetAcquisitions@sdcounty.ca.gov mailto:Juan.Salgado@sdcounty.ca.gov mailto:DGSFleetAcquisitions@sdcounty.ca.gov

3.11. Contractors must provide all applicable vehicle DMV documentation at the time of delivery. With proper justification, the

Contractor may request a Fleet Service Technicians approval to send the documents within twenty-four (24) hours of vehicle delivery. This includes temporary paper license plates, registration, and any additional DMV documents required.

3.12. Contractor must provide the Manufacturer Statement of Origin (MSO) or Manufacturer’s Certificate of Origin (MCO) for vehicles and equipment manufactured outside the state of California within seven (7) days of vehicle delivery. If a Contractor is unable to guarantee the delivery of these documents within this timeframe, proper justification must be provided to the Fleet

Services Technician assigned to the delivery of the order.

3.13. Contractor is responsible for any damage to vehicles prior to Fleet Services acceptance.

4. Invoicing

4.1. All invoices and monthly statements shall be submitted individually by email to Contracting Office Representative and

DGSfleetinvoices@sdcounty.ca.gov.

4.2. All invoices must include the following information:

4.2.1. Business Contact Person

4.2.2. Business Name, Location, and Address

4.2.3. Purchase order or contract number

4.2.4. Manufacturer Vehicle Identification Number (VIN)

4.2.5. Vehicle year, make, and model.

4.2.6. Vehicle mileage at time of delivery to the County of San Diego

4.2.7. Quantity, Description, Unit Price and Extended Price

4.2.8. County of San Diego Fleet drop-off location service facility, address, and telephone number mailto:DGSfleetinvoices@sdcounty.ca.gov

PRICING SCHEDULE

ITEM

NO.

DESCRIPTION

TAX

YES OR NO

ESTIMATED

QUANTITY

UNIT OF

MEASURE

UNIT

PRICE

EXTENDED PRICE

2026 OR NEWER TOYOTA

RAV4 XLE

YES

1 EACH $ $

TIRE FEE

NO 5 EACH $ 1.75 $

3 CA. DMV ELECTRONIC

VEHICLE REGISTRATION

FEE

NO 1 EACH $37.00 $

DOCUMENTATION PROCESSING FEE

(VC §§ 4456.5 and 11713.1)

YES 1 EACH $ 85.00 $

TOTAL PRICE: $

➢ PRICING MUST INCLUDE SHIPPING AND ANY ADDITIONAL FEES.

➢ DO NOT INCLUDE SALES TAX WITH PRICING.

➢ DEPARTMENT REQUESTED LEAD TIME: 90 DAYS

➢ QUOTED LEAD TIME (DAYS)*: _____________________

*Lead time is the number of calendar days from when a Purchase Order is issued, or contract is fully executed to when a

Contractor proposes the physical delivery of a vehicle and title to the County of San Diego.

➢ QUOTED VEHICLE IS IN PHYSICAL STOCK FOR IMMEDIATE DELIVERY?

YES: ______ OR NO: _______

If yes, provide quantity of physical stock available for immediate delivery: ___________

Where is available stock located? ____________

➢ QUOTED VEHICLE IS SUBJECT TO ORDER PLACEMENT WITH MANUFACTURER?

YES: ______ OR NO: _______

➢ IF YES, ESTIMATED MANUFACTURER CONFIRMATION DATE: __________________

➢ CONFIRMATION OF DELIVERY: Offeror commits, at no additional cost to the county, to provide a newer year model or added value/premium existing year model in the event the proposed lead time is not fulfilled after the issuance of a county purchase order or contract.

YES: ______ OR NO: ______

DRAFT AGREEMENT

1. Acceptance: By acceptance of this purchase order, Vendor agrees to be bound by, and to comply with, these terms and conditions, and all prior or contemporaneous agreements, understandings and representations, oral or written, are superseded. The terms of any proposal from Vendor referred to in this order are included and made a part of the order, but only to the extent of specifying the nature, price and delivery date of the goods and/or services ordered, and then only to the extent that such terms are consistent with the terms and conditions of this order. Any invoice, acknowledgement or other form used by Vendor shall not add to, amend, or modify these terms and conditions.

2. Affirmative Action. If applicable, Vendor shall comply with the Affirmative Action Program for Vendors as set forth in Article lllk (Commencing at Section 84) of the San Diego County Administration Code which program is incorporated herein by reference. A copy of this affirmative action program will be furnished upon request.

3. Assignment. This order is assignable by County. Except as to any payment due hereunder, this order is not assignable by Vendor without written approval of County.

4. Audit Right. Pursuant to California Government Code Section 8546.7, the parties acknowledge that every contract involving the expenditure of public funds in excess of $10,000 shall be subject to audit by the State Auditor.

5. Cash Discounts. In connection with any cash discount specified on this order, time will be computed from the later of the date of (i) complete delivery of the goods and/ or services as specified, or (ii) receipt of correct invoices. Payment is deemed to be made, for the purpose of earning the discount, on the date of mailing of the County warrant or check.

6. Changes. County shall recognize no change to this order by Vendor without written approval.

7. Compliance With Laws. Vendor shall comply with all laws, codes, regulations, rules and orders (collectively, "Regulations") applicable to the good and/or services to be provided hereunder. Vendor's failure to comply with any applicable Regulations shall constitute a material breach of this purchase order.

8. Governing Law. This contract shall be construed and interpreted according to the laws of the State of California.

9. Delivery. Unless otherwise specified in writing in this order, all shipments will be F.O.B. point of destination. Freight or handling charges are not billable unless referenced on this order. Transportation receipts, if allowed by order, must accompany invoice.

10. Food Products.

A. Package. Each package shall be identified with manufacturer's label, which shall conform to the requirements of the Fair Packaging and Labeling Act of the California Business and Professions Code Section 12601-12615.5.

B. Compliance. Vendor hereby guarantees that the product or products comprising each shipment made by Vendor to County, as of the date of delivery, is not adulterated or misbranded within the meaning of the U.S.

Federal Food, Drug, and Cosmetic Act, as amended, or within the meaning of applicable U.S. State Laws or Municipal ordinances in which the definitions of adulteration and misbranding are substantially the same as those contained in the U.S. Act. Distressed food commodities that are reconditioned, relabeled and/or re-cased are not acceptable.

11. Force Majeure. Each party hereto shall be excused from performance hereunder resulting from delays caused by an act of God, war, civil disturbance, court order, governmental action, laws, orders, regulations, directions or requests, or as a result of events such as public enemies, fires, earthquakes, floods, strikes or other labor disturbances of the other party or any third party, or other cause beyond its reasonable control (financial inability excepted) and which it could not have prevented by reasonable precautions, and, such non-performance shall not be a default hereunder or a ground for termination hereof. In the event that Vendor is excused from performance under this paragraph, Vendor shall take all reasonable actions to resume or provide alternative performance of its obligations at no additional charge to County. If any such delay exceeds thirty (30) days, then County may terminate this order.

12. Formal Bids. In the event this purchase order results from a formal bid, terms and conditions of that bid are incorporated herein and form a part of this purchase order. In the event of any conflict or inconsistency between the terms of this purchase order and the terms of a formal bid, the terms of the formal bid shall control.

13. Hazardous Materials. If the product being supplied presents a physical or health hazard as defined in Title 8 of the California Code of Regulations, Section 5194, or if the product contains one or more of the substances listed on the "List of

Hazardous Substances" prepared by the Director of the California Industrial

Relations Department pursuant to Labor Code Section 6380, the Vendor shall forward a "Material Safety Data Sheet", pursuant to Cal/OSHA requirements, referencing this purchase order/sub order number with the product shipment.

14. Timeliness. Time is of the essence and this purchase order is subject to termination for failure to deliver on time.

15. Indemnity. County shall not be liable for, and Vendor shall defend and indemnify County and the employees and agents of County (collectively, "County Parties") against any and all claims, demands, liability, judgments, awards, fines, mechanic's liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, including attorney's fees and court costs (hereinafter collectively referred to as "Claims"), related to or arising out of this purchase order, and arising either directly or indirectly from any act, error, omission or negligence of Vendor or its contractors, licensees, agents, servants or employees, including Claims caused by the concurrent negligent act, error or omission of County Parties.

However, Vendor shall have no obligation to defend or indemnify County Parties against Claims (i) to the extent they arise from the active concurrent negligence of County Parties, or (ii) caused by the sole negligence or willful misconduct of County Parties.

16. Patent Indemnity. Vendor warrants and agrees that it shall defend, indemnify, and hold County harmless, at Vendor's expense, against any claim, suit, or proceeding brought against County insofar as it is based on a claim of infringement of any patent, copyright, trademark, or trade secret of a third party and will pay any costs or damages in connection therewith, including attorney's fees, arising out of this order.

17. Sales and Use Tax. On invoices, Vendor shall show any sales or use tax if applicable, as separate items, giving permit number authorizing collection of Use tax. Vendor shall deduct cash discount before computing Sales or Use Tax.

18. Termination For Cause - Cancellation. The County may, by written notice of default to the Vendor, terminate this order in whole or in part, should the Vendor fail to make satisfactory progress, fail to deliver within the time specified or fail to deliver in strict conformance to specifications or requirements set forth herein. In the event of such termination, the County reserves the right to purchase or obtain the supplies or services elsewhere and the defaulting Vendor shall be liable for the difference between the prices set forth in this order and the actual cost thereof to the County. In such case, the prevailing market price shall be considered to be the fair repurchase price. The rights and remedies of County provided in this Article shall not be exclusive and are in addition to any other rights and remedies provided by law or under this order.

18.1 If, after notice of termination of this order under the provisions of this clause, it is determined for any reason that the Vendor was not in default under the provisions of this clause, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant Clause 19, Termination For Convenience.

19. Termination For Convenience. The County may, by written notice stating the extent and effective date, terminate this order for convenience in whole or in part, at any time. The County shall pay the Vendor, as full compensation for performance until such termination, the unit or pro-rata order price for any delivered and accepted portion of the order. In no event shall the County be liable for any loss of profits on the order or portion thereof so terminated.

20. Warranty. Vendor agrees that any goods and/or services furnished under this order shall be covered by the most favorable commercial warranties Vendor gives to any of its customers for the same or substantially similar goods and/or services.

Any warranties so provided shall supplement, and shall not limit or reduce, any rights afforded to County by any other provision of this order or by any applicable Uniform Commercial Code warranties.

21. Disallowance. In the event the Contractor receives payment for services under this contract which is later disallowed by the County, the Contractor shall promptly refund the disallowed amount to the County on request, or at its option, the County may offset the amount disallowed from any payment due to the Contractor under any contract with the County.