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Top Dog Police K9 Training & Consulting, LLC ~ AG214002 ~ Six Month Performance Warranty go " City of Tigard December 16, 2020 Top Dog Police K9 Training&Consulting,LLC 3805 Wesson Ranch Rd Modesto, CA 95356-1122 Re: Warranty Clause dog return and exchange Mr. Cloward, As you are aware, the City of Tigard took possession of one dual purpose I0,Glen (aka Dax) on September 17, 2020. As per the provisions of Top Dog Police 1<9 Training&Consulting,LLC (Top Dog) quote dated 9/2/2020 and City of Tigard Purchase Order dated 9/9/2020 (P#210031), the City of Tigard is exercising its six--month performance warranty clause by returning Glen (aka Dax) to Top Dog. Glen (aka Dax)will cease to be the property of the City of Tigard at the time the dog is handed over to you on Friday December 18, 2020 at the mutually agreed upon exchange location. On Friday December 18,2020,a City of Tigard representative will evaluate the two dual purpose dogs that you will provide for potential trade with Glen (aka Dax). If a suitable dog is identified and selected, City ownership will begin at the time the City takes possession on December 18,.2020. The time period for the two-year health warranty and six-month performance warranty for the new dog will begin on December 18, 2020. The return of Glen (aka Dax) will create a $9,500 credit for the City of Tigard which we will use to purchase the new dog. There will be no additional expenses levied by Top Dog associated with the acquisition of the new dog. All terms and conditions set forth in P#210031 will be in full effect. If a suitable dog is not identified by the City of Tigard representative on December 18, 2020, the City of Tigard will either carry the $9,500 credit until a suitable dog can be identified or will request a full refund from Top Dog in the amount of$9,500. Please indicate your agreement by signing and dating below.Return via email to Lisa Shaw Lisa.Shaw&tigard- or.gov once signed. Thank you. Ka M pine Ronald Cloward Tigard Police Chief Manager/ Trainer Top Dog Police 1.0 Training& Consulting .attachment:Purchase Order P210031 13125 SW Hall Blvd. • Tigard, Oregon 97223 • 503.639.4171 TTY Relay: 503.684.2772 o w-ww.tigard-or.gov pCity of Tigard 1! FINANCE AND INFORMATION SERVICES-CONTRACTS AND PURCHASING OFFICE —pa TIG ' M Purchase Order VENDOR SHIP TO: PURCHASE ORDER Top Dog Police K9 Training&Consulting,LLC City of Tigard No. P210031 3805 Wesson Ranch Rd 13125 SW Hall Blvd Modesto,CA 95356-1122 Tigard,OR 97223 VENDOR NO. VENDOR PHONE NUMBER TERMS ORDER DATE FAX NUMBER V004630 30 09/09/2020 SHIPPING INSTRUCTIONS SPECIAL INSTRUCTIONS (none) ITEM QTY U/M DESCRIPTION UNIT AMOUNT 1 0.00 PD-One(1)dual purpose police dog with 2-year helath warranty and $9,500.00 $9,500.00 6-month performance warranty.Details as per quote. SUBTOTAL: $9,500.00 TAX: $0.00 SHIPPING: $0.00 TOTAL: $9,500.00 1.The City of Tigard purchase order number must appear on all invoices,packing slips,and correspondence. 2.Unless the City is notified within 10(ten)days of the date of this order,the vendor hereby agrees to be bound by the terms and conditions printed on the rev se side of this purchase order,and those incorporated by reference. AUTHORIZED SIGNATURE City of Tigard 13125 SW Hall Blvd.,Tigard,OR 97223 www.tigard-or.gov City of Tigard Purchase Order Terms and Conditions 1. Definitions.`Contract'means the entire written agreement between the Parties, in addition to any other or further remedies provided at Law or in Equity, including but not limited to any Invitation to Bid,Request for Proposal,or including reasonable and necessary attorney's fees and other costs of litigation. submitted quote and its specifications, terms conditions, solicitation 10. Termination. Buyer has the right, in its sole discretion, to terminate this instructions,addenda,contract amendments,price agreement documents,and Contract without cause or for no cause at any time by giving notice to Seller. purchase order.`Contractor'means a person or organization with which the If City terminates the Contract pursuant to this section,it shall pay Seller for City of Tigard has contracted for the purchase of goods or services.The terms goods shipped by Seller prior to receipt by Seller of the notice of termination. `Contractor'and`Seller'are synonymous as used in the Uniform Commercial Buyer may deduct the amount of damages,if any,sustained by Buyer due to code (Oregon Revised Statute (ORS) Chapter 72). `City'means the City of any breach of contract or warranty buy Seller. Tigard,Oregon and is synonymous with Buyer'as used in ORS chapter 12. 11. Breach of Contract.Damages for breach of contract or warranty shall be those `City' also means an Oregon Cooperative Procurement Program (ORCPP) allowed by Oregon law,reasonable and necessary attorney fees,witness fees, member if the purchase is being made under the State's cooperative purchasing (expert and non-expert),and other costs of litigation at trial an on appeal. program as authorized by ORS 279A and Tigard's Public Contracting Rules. Additionally, Buyer may complete the project or the purchase itself, by `Parties'collectively mean the`City'and the`Contractor' agreement with another contractor,or by a combination thereof.In the event 2. Acceptance of Contract.This Contract is the City's offer to purchase the goods the cost of completing the project or purchased exceeds the amount Buyer and/or services described herein from the Seller.The City's placement of this would have paid Seller to complete the project under this Contract,then Seller Contract is expressly conditioned upon Seller's acceptance of all the terms and shall pay to Buyer the amount of reasonable excess. conditions of purchase contained on or attached to this Contract. 12. Assignment and Subcontracting.Seller may not assign or subcontract any of 3. Workers Compensation. The Seller, its subcontractors, and all employers its rights or obligations hereunder without the prior written approval of Buyer. providing work,labor,or materials under this Contract are subject employers Any unapproved assignment shall be void.Seller shall be fully responsible for under the Oregon Workers'Compensation Law and shall comply with ORS the acts or omissions of any subcontractors and all persons employed by them, 656.017, which requires them to provide Oregon Workers' Compensation and neither the approval by Buyer of any subcontract nor anything contained coverage that satisfies Oregon law for their subject workers. Seller shall also herein shall be deemed to create any contractual relation between the comply with ORS 279B.230 regarding payment for medical care. subcontractor and the Buyer. 4. Delivery.If seller fails to meet the delivery schedule provided herein,Buyer may 13. Work on Buyer's Premises.If Seller's performance of this Contract involves require Seller to deliver the products,or any portion thereof,in any manner operations by Seller on Buyer's premises.Seller shall(a)provide all necessary commercially necessary to speed delivery,all at the Seller's sole expense.Unless and sufficient safeguards and take all proper precautions against the otherwise agreed upon in writing by Buyer and Seller,Seller shall be required to occurrence of injury to any person or damage to any property,and shall be pay the normal freight weight plus any premium rate required. Invoices responsible for and shall indemnify and hold harmless Buyer, its covering products shipped in advance of the date specified will not be paid until representatives,officers,employees,and agents from any and all loss, suit, after the date specified for delivery and are subject to rejections,as provided in action or claim, including cost and attorney's fees by reason of injury, this paragraph immediately below,if shipped too early.Neither party shall be including death,to any person and carry public liability and property damage liable for delays or defaults due to strike,fire,windstorm,riot,natural disaster, insurance with limits of liability of not less than$300,000 each,unless higher war,civil unrest or other similar unforeseeable cause beyond the control and limits are required by a signed purchase agreement,with contractual liability without the fault or negligence of the party incurring such delay.Seller shall endorsement and such insurance of employees as may be required by any notify Buyer in writing of the existence of such cause with n five(5)days after workmen's compensation act or other law,regulation or ordinance which may the commencement of the delay or default giving pertinent information apply in the premises. Such public liability and property damage insurance concerning such cause.No delivery shall be made more than seven(7)days shall also cover the operation of Seller's vehicles used in the performance of prior to the applicable delivery date,and Buyer shall have the right to return Seller's operations.Any policy of insurance written in accordance with the earlier deliveries at Seller's risk and expense or charge to Seller any additional foregoing shall be appropriately endorsed to named Buyer, it's officials, cots sustained because of the same. employees and agents as additional insureds, with provisions that such 5. Buyer-Furnished Materials. Seller shall assume all risk of loss of any material insurance is primary insurance with respect to their interest,and that any other furnished by Buyer to Seller for use in performance of this Contract. insurance maintained by Buyer is excess and not contributory insurance with 6. Taxes.Seller shall not invoice Buyer for any taxes nor include in Seller's price the insurance required hereunder,with cross-liability or severability of interest any federal excise,state,or city tax or any other tax,unless Seller has first asked provisions,and shall further provide that the coverage provided thereby shall Buyer for Buyer's tax exemption number and it has been agreed upon between not be modified or discontinued or terminated except upon 30 days prior both parties that Buyer is not exempt from the tax. written notice to Buyer. Compliance shall be verified by Certificate of 7. Changes. Buyer may, by written order, make changes including changes in Insurance with appropriate endorsements sent to Buyer prior to Seller drawings or specifications.Buyer will equitably adjust any difference in cost or commencing work on Buyer's premises. Any work performed on Buyer's time for performance resulting from such change and modify the Contract in premises must be done pursuant to all OSHA standards,all applicable State writing accordingly. ANY CLAIM BY SELLER UNDER THIS CLAUSE and Federal health and safety laws,rules and regulations and all workers must MUST BE ASSERTED IN WRITING WITHIN 30 DAYS FROM THE be covered by workers'compensation insurance furnished through and paid DATE OF SELLER'S RECEIPT OF THE CHANGE ORDER OR THE for by Seller. CLAIM WILL NOT BE ALLOWED.If Buyer proposes any change prior to 14. Stop Work Order.Buyer may,at any time by written order to Seller,require making such change by written order and such change will have an effect on Seller to stop all,or any part of the work called for by this Contract for a the warranty of the products procured by this Contract,Seller shall notify Buyer period of 90 days after which written order is delivered to Seller,and for any in writing of such effect within 10 days of receipt of such proposal. further period to which the parties may agree and for any other period to 8. Advertising. Seller shall not, without the written consent of Buyer, in any which the parties may have agreed or as provided in this Contract.Within the manner advertise or publish the fact that Seller has furnished or contracted to period of 90 days or less or within any extension of that period,Buyer shall furnish to Buyer the products herein. either:(a)cancel the"stop Work Order"and direct Seller to resume work;or 9. Cancellation for Cause. Buyer may cancel all or any part of the undelivered (b) terminate the work covered by this Contract. If Buyer orders Seller to portion of this Contract if Seller breaches any of the terms hereof or in the resume work,Seller shall be entitled to any equitable adjustment pursuant to event of any of the following:Insolvency of Seller,a voluntary or involuntary these terms and conditions provided a claim for such an adjustment shall be petition in bankruptcy for,by or against Seller;the appointment of a receiver or submitted by Seller within 30 days after the end of the period of work trustee for Seller,or an assignment for the benefit of creditors by Seller or if stoppage. Buyer has reasonable cause to believe Seller will become insolvent, file for 15. Pwrnent.Payment date and cash discount period will be calculated from the bankruptcy,go out of business or that the products being shipped may be date of Byer's receipt of an acceptable invoice and Buyer's acceptance of the subject to lien,claim or attachment by a creditor of Seller.Any such cancellation products and supporting documentation at destination. under this section shall be cancellation for cause and in the event of such 16. Information/Data.Unless otherwise agreed in writing any designs,drawings, cancellation,Buyer shall have the right to complete,or cause to have completed, specifications, or other manufacturing information furnished by Buyer to this Contract including the right to cause Seller to produce,without liability of Seller shall be confidential to Buyer and is furnished solely for the any kind to the Buyer,proprietary items of the Seller as necessary to complete performance of this Contract.All copies of such information shall be returned the Contract.The remedies and damages in this section shall be cumulative and to Buyer upon completion of the work.Any designs,drawings,specifications, or other manufacturing information delivered by Seller to Buyer may be used Rev.4/20 City of Tigard Purchase Order Terms and Conditions for any purpose whatsoever.The foregoing shall apply notwithstanding the with arbitration,unsuccessfully challenges the arbitrator's award,or fails to presence or absence of any contrary language or statement on any of such comply with the arbitrator's award,then the other party shall be entitled to information.All business and governmental information materials containing costs,including reasonable attorney fees,for having to compel arbitration or business and governmental information provided by Buyer to Seller shall be defend or enforce the award.The parties agree to defend the arbitrator and treater as confidential. any individual engaged in the administration of an arbitration proceeding from 17. Compliance with Laws and Regulations. Seller warrants that all products, any subpoenas or claims from third parties arising out of this order or the goods, or work delivered and performed shall comply with all applicable arbitration. Federal,State or Local Laws or Regulations including without limitation The 24. jurisdiction and Attorney Fees. This Contract is governed and construed Occupational Safety and Health Act (29c USC. Chapter 15); Federal according to the laws of the State of Oregon. If a dispute shall arise Hazardous Material Transportation Act (49 USC. Chapter 27); Equal necessitating the services of an attorney,then the prevailing party shall be Employment Opportunity;E.O.11246 and 41 CFR Sections 60-1.4 and 60- entitled to collect from the losing party all of its/his/her reasonable costs and 1.7;Employment of the Handicapped E.O. 11758 and 41 CFR Section 60- attorney fees,either in arbitration(if awarded by the arbitrator as provided 741-4;Utilization of Minority Enterprises E.O.11625 and 41 CFR Subpart 1- above),or by a court before which any matter concerning this order may be 1.13;Age Discrimination E.O. 11141,Employment of Veterans E.O.11701 heard,both at trial and on appeal. and 41 CFR Section 50-250.4 and all rules,regulations and amendments issued 25. Neutral Interpretation.This Contract constitutes the product of negotiations pursuant to the foregoing.Seller shall indemnity Buyer,its officers,employees between the parties hereto.Any enforcement hereof will be interpreted in a and agents against any damages, penalties, costs or expenses incurred in neutral manner and not more strongly for or against any party based upon the connection with any alleged violation of any Federal,State or Local Law or source of draftsmanship. regulating the manufacture or sale to the Buyer of any purchase covered by 26. Severability. Nothing contained herein shall be construed to require the this Contract. commission of any act contrary to law, and wherever there is any conflict 18. Patents, Copyrights, Trademark. Seller warrants that no products will be between the provisions contained herein and any present or future statute, furnished hereunder,which infringe or contribute to the infringement of any law,ordinance or regulation contrary to which to the parties have no legal letters patent,copyright or trademark.Seller agrees to immediately replace at right to contract,the latter shall prevail.The provision of this Contract,which its sole cost any products furnished hereunder which infringe or contribute to is affected,shall be curtailed and limited only to the extent necessary to bring the infringement of any letters patent copyright or trademark or to take all it within the requirement of the law. steps necessary at Seller's sole expense to remove such infringement.Seller 27. Calculation of Time. All periods of time referred to herein shall include will indemnify and hold harmless Buyer, its representatives, officers Saturdays,Sundays,and legal holidays in the State of Oregon,except that if employees and agents from and against any and all costs,royalties,damages the last day of any period falls on any Saturday,Sunday or such holiday,then and/or expenses which may arise out of or result from, or be reasonably that period shall be extended to include the next day which is not a Saturday, incurred in contesting any claims that the methods,processes or acts by the Sunday or holiday. Seller or its employees or the products furnished hereunder, infringes or 28. Notice.Any notice required or permitted to be given by either parry to the contributes to the infringement of any letters,patent copyright or trademark. other shall be deemed to have been given when sent via telecopy,overnight 19. Waiver.The failure of Buyer to enforce at any time any of the provisions of air courier, or deposited in the United States mail certified, return receipt this Contract or to exercise any option herein provided,shall not be a present requested,with first class postage prepaid,addressed as indicated on the front or future waiver of such provisions,nor in any way affect the validity of this of this purchase order,or addressed to either parry at such other address as Contract or any part hereof,or the right thereafter to enforce each and every such party shall hereafter furnish to the other party in writing.Notice shall such provision.The express waiver(whether one(1)or more times)of any also be considered effective upon delivery if personally delivered. provision,condition or requirement shall not constitute a waiver of any future obligation to comply with such provision,condition or requirement. 20. Independent Contractor. Seller is an independent contractor and persons employed by Seller are employees of Seller and not employees of Buyer. 21. Complete Agreement. This Contract and any referenced attachments constitute the complete agreement between the parties.Except as otherwise provided herein,it is subject to change only by an instrument signed in writing by both parties. 22. Acceptance by Performance.If Seller fails provide to Buyer with a signed copy of this Contract but delivers product or performs the services specified in this agreement,then Seller agrees that the Seller shall be deemed to have accepted the terms and conditions as provided in this Contract.Buyer must agree to any changes or modifications to this Contract by Seller to,in writing,or they shall not be deemed accepted by Buyer and if the Seller delivers the products nonetheless, then the original terms and conditions of this Contract shall govern. 23. Mandatory Mediation and Binding Arbitration.If there is a dispute concerning any of the terms,conditions or the performance of this Contract,then it is hereby agreed by both Buyer and Seller that the dispute shall be submitted first to non-binding mediation, to be performed by a sole mediator to be agreed upon between Buyer and Seller.If a mediator cannot be agreed upon, the parties agree that any Circuit Court Judge for the State of Oregon,County of Washington, shall be authorized to appoint a mediator for the parties. Should the parties fail to reach an agreement through mediation,then the parties shall submit to binding arbitration,which shall be governed by the rules of the Arbitration Service of Portland and shall be conducted within Washington County.The arbitration shall be conducted by a single arbitrator chosen by mutual agreement of the parties.If the parties are unable to agree on an arbitrator,the parties shall ask the Presiding Judge of the Circuit Court for Washington County to select the arbitrator.If the arbitrator determines that one party is the prevailing party,then the losing party shall be required to pay all fees and costs of the arbitration.On the other hand,if the arbitrator determines that neither party is to be considered the prevailing party,then the fees and costs of the arbitration shall be divided equally between the parties. The parties knowingly and voluntarily waive their rights to have their dispute tried and adjudicated by a judge or jury.In the event a parry fails to proceed Rev.4/20 Top Dog Police K9 Training & Consulting, LLC "We don't just train dogs, we train teams." 3805 Wesson Ranch Rd. TO Modesto, CA 95356-1122 R4A Phone (209) 596-4336 POLICE K9DOG 71 TRAINING AND CONSULTING, LLC DATE: SEPTEMBER 2, 2020 TO: FOR: City of Tigard Police Department Dual Purpose K9 13125 SW Hall Boulevard Quote Tigard, OR 97223 Attention: Lisa DESCRIPTION Date Cost AMOUNT Due One dual purpose canine TBD $9,500.00 $9,500.00 K9 has a two-year health warranty, and 6-month performance warranty. The date of warranty will start the date the dog is received by the City. This would be full replacement or money back. Federal Tax I.D. #83-1941233 QUOTE $9,500.00 Checks payable to: Top Dog Police K9 Training and Consulting, LLC Thank you for your business!