HomeMy WebLinkAboutDocumentation_Regular_Tab 23_2/10/2022Agenda Item #23.
Regular Council
STAFF MEMO
Meeting: Regular Council - Feb 10 2022
Staff Contact: Matthew Hammond, Utilities Department: Utilities
Director
Authorize Sole Source Purchase Contract of 50% Hydrogen Peroxide with Evoqua Water Technologies
The Utilities Department throughout the year, has a need to purchase 50% Hydrogen Peroxide for use
at the Water Treatment Plant. Hydrogen Peroxide is used to oxidize sulfur and add dissolved oxygen
in the concentrate (byproduct) water from the reverse osmosis treatment process.
The Village has been purchasing hydrogen peroxide from Evoqua Water Technologies since 2013. As
a part of this purchase the Village leases the bulk storage and feed system required for the system to
operate from Evoqua Water Technologies which includes the bulk storage tank, pump skid, regulators
and injection lines as well as service and maintenance of the system throughout the year. In addition,
a tank level monitoring system is included.
To ensure that the Village continues to receive competitive pricing, staff compared the pricing received
from Evoqua Water Technologies with other vendors and piggyback contracts and found it to be
competitive. Note the quoted pricing of $0.46 per pound for Calendar Year 2022 is a 2.22% increase
from 2021.
As a result, Village staff recommends that the Village continue to purchase 50% Hydrogen Peroxide
under the Sole Source provision of the approved Village Purchasing Directives and Procedures. A
purchase requisition is requested for $45,000.00 for the Fiscal Year 20/21. The proposed purchase
requisition will allow for the purchase of the anticipated annual Hydrogen Peroxide needs
(approximately 98,000 pounds) for the remainder of FY 21 /22.
The Village's approved Purchasing Directives and Procedures provides that the Village may acquire
items that for all practical purposes can only be obtained from a single vendor, usually because of
limiting technology, technological compatibility with existing systems or Items already in use by the
Village or other unique qualities of the Items.
Budget Summary - 401-242-552.342 - Water Chemicals:
Project
Bud et Encumbered Proposed
Projected Projected
Remaining Total
Sodium
Hypochlorite
$637000 $637000 -
- $631000
Hydrogen
Peroxide
$627000 $177000 $457000
- $621000
Caustic Soda
$657000 $657000 -
- $651000
Page 207 of 243
Agenda Item #23.
Sulfuric Acid
$353000 $23,100 -
$10,000
$333100
Anhydrous
$87000 - -
$87000
$83000
Ammonia
Antiscalent
$16)000 $16)000 -
-
$16Y000
Misc.
Treatment
$1)500 - -
$1,000
$13000
Chemicals
Account Total
$248,500 $1841100 $45,000
$19,000
$2483100
This document and any attachments may be reproduced upon request in an alternative format by completing
our Accessibility
Feedback Form, sending an e-mail to the Village Clerk
or calling 561-768-0443.
BUDGETED AMOUNT: AVAILABLE AMOUNT: EXPENDITURE AMOUNT:
$2487500 $647400 $457000
Additional Budgetary Information: Funding Source(s):
Approve sole source agreement and purchase requisition with Evoqua Water Technologies.
Proposed Agreement - Hydrogen Peroxide - Evoqua Water Tech nologies.ada
Page 208 of 243
Agenda Item #23.
The following documenti*s presented in a non=
ADA compliant format. Please contact the
Village Clerk's office if you would like to
receive an ADA compliant version of this
document.
Page 209 of 243
Agenda Item #23.
VILLAGE OF TEQUESTA
AGREEMENT FOR PURCHASE OF HYDROGEN PEROXIDE AND
ODOR CORROSION CONTROL SERVICES
THIS AGREEMENT FOR PURCHASE OF HYDROGEN PEROXIDE AND
ODOR CORROSION CONTROL SERVICES is entered into this day of January,
2022, and effective retroactively to January 1, 2022 as applicable, by and between the VILLAGE
OF TEQUESTA, a Florida municipal corporation with offices located at 345 Tequesta Drive,
Tequesta, Florida 33469, organized and existing in accordance with the laws of the State of Florida,
hereinafter the "Village"; and EVOQUA WATER TECHNOLOGIES LLC, a Delaware limited
liability company authorized to do business in the State of Florida, with local offices located at
2650 Tallevast Road, Sarasota, Florida 34243, hereinafter the "Contractor" and collectively with
the Village, the "Parties".
WITNESSETH
The Village and the Contractor, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by both Parties, hereby agree as follows:
1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement for the
Village's purchase of 50% hydrogen peroxide and associated odor corrosion control services on an
as -needed basis for use at the Village's Water Treatment Plant. This Agreement is procured as a "sole
source" contract pursuant to the Contractor's Sole Source proposal as Quote No. Q2109 I OSBO3, which is
hereby fully incorporated into this Agreement and attached hereto as Exhibit "A". As part of this
Agreement, the Contractor shall include the following with the Village's purchase of 50% hydrogen
peroxide:
• 2,400-gallon single wall high density, cross -linked polyethylene bulk storage tank.
• Tank monitoring system that is linked to Evoqua's Link2site.com website.
• Stainless steel dosing system with diaphragm pumps.
• Once per month preventative maintenance.
• Emergency service as required (technician is <2 hours away).
• Tank level monitoring for deliveries.
• All repairs to equipment are the responsibility of Evoqua.
Page 1 of 7
Page 210 of 243
Agenda Item #23.
2. COMPENSATION: Pursuant to Exhibit "A", and in consideration for the above Scope
of Services, pricing shall be as follows:
• 50% Hydrogen Peroxide - $0.46/pound delivered.
The Village shall pay the Contractor after Village's receipt of the above -described Services, and
payment shall be within thirty (30) days of receipt of an invoice documenting the amount due.
3. TERM; TERMINATION; NOTICE: The term of this Agreement shall be from
January 1, 2022 through December 31, 2022. This Agreement may be terminated by either party
upon forty-five (45) days written notice to the other party. Notice shall be considered sufficient
when sent by certified mail or hand delivered to the Parties during regular business hours at the
following addresses:
Village
Contractor
Village of Tequesta
Evoqua Water Technologies, LLC
345 Tequesta Drive
2650 Tallevast Road
Tequesta, FL 33469
Sarasota, FL 34243
Attn: Matthew Hammond,
Attn: David Morano,
Utilities Director
Sales Support Manager
4. INSURANCE: The Contractor shall provide proof of workman's compensation
insurance and liability insurance in such amounts as deemed sufficient by the Village and shall
name the Village as an "additional insured" on the liability portion of the insurance policy.
5. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and
hold harmless the Village, its agents, servants, and employees, from and against any claim, demand
or cause of action of whatsoever kind or nature, arising out of error, omission, negligent act,
conduct, or misconduct of the Contractor, its agents, servants, or employees in the performance of
services under this Agreement. Nothing contained in this provision shall be construed or
interpreted as consent by the Village to be sued, nor as a waiver of sovereign immunity beyond
the waiver provided in Section 768.28, Florida Statutes.
6. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133,
Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof,
the Contractor certifies that it, its affiliates, suppliers, subcontractors and consultants who will
perform hereunder, have not been placed on the convicted vendor list maintained by the State of
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Agenda Item #23.
Florida Department of Management Services within thirty-six (36) months immediately preceding
the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes.
7. INDEPENDENT CONTRACTOR: It is specifically understood that the
Contractor is an independent contractor and not an employee of the Village. Both the Village and
the Contractor agree that this Agreement is not a contract for employment and that no relationship
of employee —employer or principal —agent is or shall be created hereby, nor shall hereafter exist by
reason of the performance of the services herein provided.
S. INSPECTOR GENERAL: Pursuant to Sections 2-421 2-432 of the Palm
Beach County Code of Ordinances, the Office of the Inspector General has jurisdiction to
investigate municipal matters, review and audit municipal contracts and other transactions, and
make reports and recommendations to municipal governing bodies based on such audits, reviews,
or investigations. All parties doing business with the Village shall fully cooperate with the
inspector general in the exercise of the inspector general's functions, authority, and power. The
inspector general has the power to take sworn statements, require the production of records, and
to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and
lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste,
mismanagement, misconduct, and abuses.
9. E-VERIFY ELIGIBILITY: The Contractor warrants and represents that it is in
compliance with Section 448.095, Florida Statutes, as may be amended. No later than January 1,
2021, the Contractor shall: (1) register with and use the E-Verify System (E-Verify.gov) to
electronically verify the employment eligibility of all newly hired workers; and (2) verify that all
of the Contractor's subconsultants performing the duties and obligations of this Agreement are
registered with and use the E-Verify System to electronically verify the employment eligibility of
all newly hired workers. The Contractor shall obtain from each of its subconsultants an affidavit
stating that the subconsultant does not employ, contract with, or subcontract with an Unauthorized
Alien, as that term is defined in Section 448.095 (1)(k), Florida Statutes, as may be amended. The
Contractor shall maintain a copy of any such affidavit from a subconsultant for, at a minimum, the
duration of the subcontract and any extension thereof. This provision shall not supersede any
provision of this Agreement which requires a longer retention period. The Village shall terminate
this Agreement if it has a good faith belief that the Contractor has knowingly violated Section
448.09(1), Florida Statutes, as may be amended. If the Contractor has a good faith belief that the
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Page 212 of 243
Agenda Item #23.
Contractor's subconsultant has knowingly violated Section 448.09(1), Florida Statutes, as may be
amended, the Village shall notify the Contractor to terminate its contract with the subconsultant
and the Contractor shall immediately terminate its contract with the subconsultant. In the event of
such contract termination, the Contractor shall be liable for any additional costs incurred by the
Village as a result of the termination.
10. SCRUTINIZED COMPANIES: For Contracts under $1 M, the Contractor
certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to
Section 215.4725, Florida Statutes, and that it is not engaged in a boycott of Israel. The Village
may terminate this Agreement at the Village's option if the Contractor is found to have submitted
a false certification as provided under Section 287.135(5), Florida Statutes, if the Contractor has
been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section
215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel. For Contracts over
$1 M, the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan
List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the
Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida
Statutes. The Contractor further certifies that it is not engaged in a boycott of Israel, and that it
does not have business operations in Cuba or Syria, as similarly provided in Section 287.135,
Florida Statutes. The Village may terminate this Agreement at the Village's option if the
Contractor is found to have submitted a false certification as provided under Section 287.135(5),
Florida Statutes or if the Contractor has been placed on one of the aforementioned lists created
pursuant to Section 215.4725, Florida Statutes. Additionally, the Village may terminate this
Agreement at the Village's option if the Contractor is engaged in a boycott of Israel or has been
engaged in business operations in Cuba or Syria, as defined in Section 287.135, Florida Statutes.
11. ATTORNEY'S FEES: In the event a dispute arises concerning this Agreement,
the prevailing party shall be awarded attorney's fees, including fees on appeal.
12. FORCE MAJEURE: The Contractor shall not be considered in default by reason
of any failure in performance under this Agreement if such failure arises out of causes reasonably
beyond the control of the Contractor or its subcontractors and without their fault or negligence.
Such causes include, but are not limited to: acts of God; acts of war; natural or public health
emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather
conditions.
Page 4 of 7
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Agenda Item #23.
13. CHOICE OF LAW; VENUE: This Agreement shall be governed and construed
in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County
should any dispute arise with regard to this Agreement.
14. AMENDMENTS AND ASSIGNMENTS: This Agreement, all Exhibits attached
hereto, and required insurance certificates constitute the entire Agreement between both Parties;
no modifications shall be made to this Agreement unless in writing, agreed to by both Parties, and
attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign the
provision of services called for in this Agreement without prior written consent of the Village.
15. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes,
the Contractor must keep and maintain this Agreement and any other records associated therewith
and that are associated with the performance of the work described in Scope of Services. Upon
request from the Village's custodian of public records, the Contractor must provide the Village
with copies of requested records, or allow such records to be inspected or copied, within a
reasonable time in accordance with access and cost requirements of Chapter 119, Florida
Statutes. A Contractor who fails to provide the public records to the Village, or fails to make them
available for inspection or copying, within a reasonable time may be subject to attorney's fees and
costs pursuant to Section 119.0701, Florida Statutes, and other penalties under Section 119.10,
Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records
associated with this Agreement or associated with the provision of services contemplated herein
are not disclosed except as authorized by law for the duration of the Agreement term, and following
completion of the Agreement if the Contractor does not transfer the records to the Village. Finally,
upon completion of the Agreement, the Contractor shall transfer, at no cost to the Village, all
public records in possession of the Contractor, or keep and maintain public records required by the
Village. If the Contractor transfers all public records to the Village upon completion of the
Agreement, the Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the Agreement, the Contractor shall meet all
applicable requirements for retaining public records. Records that are stored electronically must
be provided to the Village, upon request from the Village's custodian of public records, in a format
that is compatible with the Village's information technology systems.
Page 5 of 7
Page 214 of 243
Agenda Item #23.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, PLEASE CONTACT THE VILLAGE CLERK,
RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-06859 OR AT
lmcwilliams(&,tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA,
FLORIDA 33469.
16. HEADINGS: The headings contained in this Agreement are provided for
convenience only and shall not be considered in construing, interpreting or enforcing this
Agreement.
17. SEVERABILITY: The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability or any other provision of this
Agreement and this Agreement shall be construed and enforced in all respects as if the invalid
or unenforceable provision is not contained herein.
18. WAIVER: No waiver by the Village of any provision of this Agreement shall
be deemed to be a waiver of any other provisions hereof or of any subsequent breach by the
Contractor of the same, or any other provision or the enforcement hereof. The Village's
consent to or approval of any act requiring the Village's consent or approval of any act by the
Contractor shall not be deemed to render unnecessary the obtaining of the Village's consent to
or approval of any subsequent consent or approval of, whether or not similar to the act so
consented or approved.
19. ENTIRE AGREEMENT: This seven (7) page Agreement constitutes the entire
agreement between the parties; no modification shall be made to this Agreement unless such
modification is in writing, agreed to by both parties and attached hereto as an addendum to this
Agreement.
[REST OF PAGE LEFT INTENTIONALLY BLANK]
Page 6 of 7
Page 215 of 243
Agenda Item #23.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
WITNESSES: EVOQUA WATER TECHNOLOGIES
LLC
ATTEST:
Lori McWilliams, MMC
Village Clerk
By: Jennifer R. Miller, Division Vice President &
General Manager
(Corporate Seal)
VILLAGE OF TEQUESTA
By: Frank D'Ambra III, Mayor
(Seal)
Page 7 of 7
Page 216 of 243
Agenda Item #23. EXHIBIT A
WATER TECHNOLOGIES
NathanLittena|
Water Plant Superintendent
Village ofToquesia
Tequesta.FL33488
Office: (581)788-0493
Cell: (581)282-1084
Email: nlitteral@tequesta.org
RE: 50%HYDROGEN PEROX|DEFSOC PRICING
VILLAGE OFTEQUESTA.FL
Evoqua Quote No. Q210910SI303
Dear Mr. Littera|:
EvoquoWater Technologies LLC would like to thank you for your business and continued interest inour
products and services.
Evoquo is currently your supplier for 50% hydrogen peroxide. Your new price for 50% hydrogen peroxide
will be $0.48 per pound delivered. This pricing will remain effective January 1. 2022 through December
315 2022. Any applicable taxes due are not included. As part of the contract, the following is included with
the purchase of 50% hydrogen peroxide:
Equipment:
^ 2. lonoing|awaUhighdonait&oroom-inkod polyethylene bulk storage tank
^ Tank monitoring system that islinked toEvoqma'sLink2site.00mwebsito.
Stainless steel dosing system with diaphragm pumps
Service:
^ Once per month preventative maintenance
^ Emergency service as required (technician is <2 hours away)
^ Tank level monitoring for deliveries
^ All repairs toequipment are the responsibility ofEvoqua
The attached EvoquaTerms and Conditions are considered part ofthis notice and shall prevail.
Evoqua appreciates your business and support and looks forward to continuing to provide you the quality
produots, services and lowest cost solutions in odor and corrosion control. If you have any questions,
oomments, or if | can be of service to you in any way' please contact me at (951) 328'7415 or via email at
erio.o.hanaen@avoqua.00m.
Sinoare|y.
Evoqua Water Technologies LLC
Eric Yfansen
Eric Hansen
Technical Sales Representative
265ralle=st Road Tel. +1 (800) 345-3982
Page 1 of 3
Agenda Item #23. IE V 0 QUA WATER TECHN 0 LOGiJES LLC
Standard Terrias of Sa I e
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L I' any (001 [OCT-PI 111 IL I i %,rciii " Work'"j. T.Cfcrr�_A to in seller's proposa I ("Seller's 'iulwil uAt I on'' ), V,"fictlicr thcsc Lem -Ls are incl.tidcd 1 n an offer or an
acceptance by -'-3e.j leer-, such offer or acceptujice is expressly conditimed on Buyer I s assent to these tcrins- gel ter rejects all additliona I or d] fferent terni.s.
in any of Buyer" S forms or docklmenLx_
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notes electronic data. software and other documents or information prepared or disclosed by Seller, and all related intellectual property
rights shall remain Sellers proper' ty. 5el1er grants Buyer a non-eXCI LI S NO, non -transferable lioerise to use any such material solely tor
use. of the Work. Buyar:shall not diwlo5e, any such mate-nial to third partie-%5 without Seller's priar written consent Buyer gmnt-s
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I Seller's warranty its conditioned on Bqy�, er'(a) 0110'01.111�1% and niai-maining the Work iiii accordwice with SeflerLS t ru;� i ions. (bi non, 111a kilig any
IMMOth-Od Zed TCIU11T-, Or altCratlf iw� In il�:rLiult ol'any paynwnt obligation to Se I I i�,r. --,Lt9 �L -LLrr; i rkft' LICICS 111)1 &X � `T f I I L 1111 ftoge'
'111 S., And [ L: I rig ii li SCI [L %%
caused by chcrruical action or abrasive Micrial, iilititiw or inn-propeT installation (unlc�s installed. bry Scllcf) and 1" 1:1 ni Cd I a �:oods (sucil J� . 'Mit 1101
limited to, resin, n-Lernbraneq% or coranular activated carbmi media) oilee media goo& are installed- THE WARRAN I ILIS. SET FORTI I IN I I I 1.�
S[:-(-Tj0N '-17 ARE THE SE 1.1. 1 -- R 9 S IN9 0 1 - I' AND EXCLUSIVE WA R R ANT1 F..159 ,AND ARE S U 13J E(7. TO T I I E I ITAT I ON 01: 1 . I A I I - I TY
PROVISION BELOW. SE L LE R M A V 1: � NO OTEER WARR ANT I ES 0 F ANY KIND, EXPRESS 0 R I NJ PLIED, INCLUDING WITHOUT
L IM I'l A' 1] ()N, ANY WA RRANTY 0 1: % I LRCHANTABILIl Y OR FITNESS FOR JIURMSE_
a- I n d ern ni ty. Seller shal I indemn ify, def&nd and hold BiLyier hamiless from. any Cla-LML CaUSC Of act ion. Or liability incurred by Buyer as a
1 111 Y c laims fcir riLms;oonal inj ory, &ath or damagL� to tangi ble property, to the exwnt caused by s0lices negligence. 5, ell ki, Shall have 01L�
resull o F 1 �iird JIL - - I -ficat-on conditio I - 'n the
".01C ~tunic Lo dirccL the dci- Elise of and settle any _nJemnificd claim Scllcr's ndcmn ncd on, Buycr (a) promptly, -withi % I _P I I al, I - I I I I
Warranty I Ic riot notifying Seller of any c lain-L, and (b) providing re&sosable cooperation i iii t lire defense of any claim
W
(May 2015)
Page 218 of 243
Agenda Item #23.
I-. nlay assLgn this Agreement, in whole or U1. pail, nor any nghts or obligatilom; liereuii&r without the prior
writwn corl % 1: Uf 0-.,- i)lhvr I --; 1: 1' - PTQVI&d� 11OWCVCf, the S0 %T Wily assign its rights anc I obligations under these u=s to it k, a Ili , 1 .0 te s or In
connection with the Sall 03- tr-LI I - �,]'CT Of the SCl lCfS btisi ness and Sell-ur may grant a security i ii terest in. the Agrcicmcnt andlor assign proce-ccls of the
i :,--.re:ement without Buy is coose�nt-
10. 'Fe I - mination. Either party may Lerminate this agreeillEnt, 'Upon issuance of a wTicien notice of breach and a diii-ty (30) day cure IicKi, for
a ii i1 i i t- nal breach (including bw wil I imited to, filing of bankruptcy, or failure! to fur fil I this ri I; i I obligati ow of this, ag=,mcnt). I f Buyer :suspmds
an ord cr without a change order for ninety (90) or morc days, Scllcr rnay thercafter Lenin inate this A griT.m c i - i without liabil ity, upon fifteen (15) &yrs
written noti ce to Buyer, and shall be entitled to payment for work perfornied, whether delivered or unit.... �r�d, prior to the date of term-inati on-
1. Dispute Resolution. 561cr and R11 VCT,51-)Lgl I ncgotliatc 1 n good fan th tow s ol v c any d lisp u i c re'l,:.. 11 11 cwto. If umid faith 'crK51-ts, the
are unable to resiol ve� a d1i w I)i LIC L)r- r 1; 11 ri i xv; i rig Oijt Of or o r clgt�rjg 1 or C L! I I IL. 11. 1 riwrpmwtL(iii r V I I I I -.N ik�rif qx its twwli� tq m=k i i; i i1 'm i, u i i f
validity, the parties wil I fiTSt 5CWk- tO WCOil J -60Tk11i1 for mediation to be hid IT1 ii 1.11U.U1a1,1y agrccablc sits. If the panic 6: are ti to resolve the
. r
dispute through mediation, then dispute, u, 1; 11 -- i i or co n I r o ve*rrsy ajising oLLL of or relating t-o this Agreement or 9-w bre-a-.:h, temi'Mad0n-
_4) f 6 11 C.ILId-ng the 4 1. 1 -u�cn Lin Lawn of the scope or applicabi 11y of this agreement to arbitr.-i ic-. �,l -,. i I I hL:
0-1 lrvulment, irl.1,121-proation Or V�LIILNV thk�r
dcLernined by ai-bit ration In Pitt sbu, rgh - Pvnnsy I va al .-i beforc 1hruc arbitrators who arc lawyers -uxper3'-cnccd in Itic discipline that is the 4ii 1,1' cc i of the
% 'r
dig I shal I Ix, Jointly selected by Sell-er and Buyer- Ille arbitrafi-on shall be administered by J AM pus uanL to Its. CompM 11 6C ensiv - :% I L1:j110j11
Ruluz. UILd h,Lxekh--rc-s-. The Arbikrakw, ifiall IXXM� a roSE)11� d JkXi�Iotl Of a tnajorlty of the arbitrators.. whi-ch shall be! the! deice of ilw pti-ul-
Judgricni liury hQ tipon the arbItT'L1101--.' %I%:I:I%,J'oTk in any cotirt of conipcicnt Jurisdiction. The substantially prevailing party as de, icmi 1 -xxl hy
ill L tho Ut
the ai I?- i i-;jl or s i; i I I hv 1i i -i'-, i i I by Tfi u c ii I •--c i 1):j1,1 y Jbr all costs, cxpcn&�ts- sand charges, Including W I limitation reasonable attorne % %;
incurr-ccl by the pwvail in p%1 11 IPN 11 C unnection Ith the arbitrat]'OnL For any order shi Aped GILtSICIG of the United Slatcs5 any dispute shall be refcTr-cd to
and rina[Jy determined by ffic hiternatianal, Center for Dispute, Resolution in accordance with the provisions of its International Arbitration Rules,
L
enforceable UndLo- 1�1;2 Ncti,% Vork coi1writio-n (Convention -on the Recog'tion and Enforcement of Foreign Arlmitral Awar4) and the goVern M I Ing
lanVLiapz shall be Eli u I r[j!ij,j.
Cuiriplinki-0106. Buyer acknowledges that SQ I I L* r i 1; tvq4 i I rLA to ckimpiy w ith applicable exporl laws and re-gulations relating to this
Sa1c, cxporkal i 0n,. Lransl . ei-- disposal and usage of th o %Vork- providod under this Agree rent, -Including arky export lice requircmcnis.
Buyer agrees 111dt Brie II Worl, shall not at any time directly or lijidlirp-;�cly be used, exported, sold, transferred, assigned or otherwise disposed of ire a
rnann cr which -,v I I --t. suki , i n 110FI-CLITTIplianc.c with such appil-cabl-c cxpon laws andxguiation& It shall be a condition of the continuing performance
by Sclh�r oC its :)bfigations hereunder that coup pliaii-cc �%-ith such i2sport laws and regulations be maintained at all times_ BUYER AGREES TO
C
ICI Cep: MNII,-)-' 111 I ) 1101 -1) SELLER I 1ARM1 -1;S-S FROP4 ANY AND ALL COSTS, LIABILITIES, PENALTIES. SANCTIONS AND FINES
RELATED TO � ON-COMPLJANCE W ITH APPL ICABLE EXPORT LAWS AND RE GUI.ATIONS.
13, LIMITATION OF LIABILITY, NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, SELLER SHALL NOT BE
LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHERR INDIRECT DAMAGES, AND SELLER" S TOTAL
LIABILITY ARISING AT AN Y TIME FROM TH E SALE OR USE OF THE WORK,, IN C LU DINGWITHOUT LIMITATION ANY LIABILI'TY
FOR ALL WARRANTY CI.AlMS OR FOR ANY BREACH OR FAILURE TO PFRFOR.M ANY OBLIGATION UNDER THE CONTRACTt
SHALL NOT P I'- - PURCHASE PRICE PAID FOR THE WORK- TIIE-.SJ: [.1.V3 I YATIONS APPLY WHETHER THE LIABILITY 19
BASED ON ( I j X FR A( -- - 'I ORT, STRICT LIABILITY OR ANY OTI iE- R T1 I I -() R)".
14. Rental Equignient,fServices. Any I -eased or rented equipment (""Leased Equ i pni c prow i ded by Seller shall Lit al I Ohl jes Ic the propem
of SLAler wpi I 1 1 [-,Ls cxc, -pi mi i i)f-o�riaiii rn I lancous Installation iiiaictiahs. pwcha %. to
sed by the Bu% L' �r, ; ii i: I rm) right or propoci-i v I i i i L� n2.�i I s i i-;j i 1 16-7 1Vd
the Buycr, excicpt the riZht to use any such Lea Equipment as provided herein. Buycr Agrees that it sliall -not plod c, lcnd. or crcatc a sc,-�iiwv
r jjj� r Ur Leased E�Ldpnicnt in J-3,00d �. 11 J
_ Par, sessL011 x re.locate the L�eased Eq JIMLIJ Buyer shall be respon-z.3ible Lo n-Laintain Ojer
interest with P11& 0 C, o enc.
cfFicicnt wor I king ordcr. At the end of thu initial tcm-i specificd in tK! ordcr, the terms shall mil omatically render for the Identical period rimless
canceled in writing by Buyer or Se [Jer 1101. S00iier than three (3) mom li.� no r lager than -one ( h nioni li fr= lemlinafion of the i nitial order or any
renewal tirrms. Upon any ivne�wal, SLAer shall jjaVe the a f
rightI � nciC.IMNI pi-IL.Ing whi0i shall be� effwivl�, or ny n rcewkter
ms
rms
i55:LLL! 1101'C'! DI'i' I
un1css Buy-ur objects In 'Miting within lift om (15) days of i3stiancc of 4%-Iid liotic,I I' 11U%'cr tinkly can -eels scrvicc in Venting prior to the end of the
r
initi,a I or any renewal term, tM s shal.] riot relieve Buyer of ii i oh I igations Lh; ol.,ler fbr the monthly rents I qervice charge which slia I I coriti nue to
be dues and owing. Upon th� expiration or termination of th is AgrL®cmvi i, �1 VVr % 11; 111 trrPtj y rr,a y -iIpmem avaliabletkS01er 1or
removal. Buycr hereby agrccs that it -shall grant Sclier access Lo the Leused Equipment location and shall permit Seller to take possession of BiW
remove the Leased Equipment without resort Lo legal process and horebyreleases Seller rrom any claim or right of action for trespass or damages
causodby r-cason of such entry and rc-mova 1.
15. Miscellaneous, Tbee terms, togct[wr xvith any Contract Documents hssuW or signed by the Seller, comprise tW complete and exclusive
11C part -CS (I J_1c LLA;61 rcemcnt) and supcTscdc any ten-ris - L ined in Buyer 11 s doctinicats.. unless separately signed statement of the L9grrucrncnt bctwcen t I C Trital I I
by Seller. Nn part of the Agreement may be chan,, ed or cancelled except by a written document signed by Seller and Buyer- No course of'dealing or
pc%rformancc, asage of tra& or i".1111LI-Q to �n fo 7-c L.- ;my t= shall be. used to modity then gm=mcnt. To the extent the Agrctmnt is cot i&wred- a
subcontract ti-ndcr Buyer's pn'rnc contract with ,ail J �x ii cy ofthe United States goveramcnt, in case of Ficdcral Acquisition Rcpilations (FARs) flaw
down t=%. Seiler will be in compliance with Su-doii 44-401- of the FAR relating to commercial iterns and those additional clauses as specifically
L
li,stex! In 52.244-6. Subconr c tracts for —j o=mal r1-L-1 I Is (OCT 2014), If any of ties term- is unenforccabh1 . such nn, shall, be! llmite4l only 10 tho
extent neces%,ary it) make it enforceable, and all oLh-er Lerm%. ilull remain in full force and effect. The Agreement shall be governed by the Ia-v% . ofthe
C[.)MnWn.LWV4lLl1 AriiA %vithout regoAl 1-0 ils conflict of laws provisions. B-A Buyer and Seller jectlhe�applieabfllty of dw. United Nations
rej
CGn-VCnfi0H -On COFAT-LIC t%-- fff d1c inlernafional sales of goods log the .relationship bOwcen the partics and to all tra nsacti ons ansing from said
relationship.,
Page 219 of 243