HomeMy Public PortalAbout087-2023 - WesTech - purchase screw wash press AGREEMENT
THIS AGREEMENT made and entered into this 31 day of , 2023, by and
between the City of Richmond, Indiana, a municipal corporation acting and through its Board
of Sanitary Commissioners (referred to as the "City"), and WesTech, PO Box 65068, Salt Lake
City, UT 84165 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK.
City hereby agrees to purchase from Contractor one (1) Screw Wash Press, as more specifically
described on Exhibit"A" attached hereto and incorporated by reference herein.
Should any provisioas, terms, or conditions contained in any of the documents attached hereto
and incorporated by reference herein as Exhibits, conflict with any of the provisions, terms, or
conditions of this Agreement, this Agreement shall be controlling.
The Contractor shall :furnish the equipment described on Exhibit. "A" attached hereto as soon as is
practically possible.
No performance of services shall commence until the following has been met:
I. The City is in receipt of any required certificates of insurance and/or warranties;
2. The City is i receipt. of any required affidavit(s) signed by Contractor in accordance with
I.C. § 22-5-1.7-1 1(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION IL STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond.
SECTION III. COMPENSATION
City shall pay Contractor the sum of Fifty-Four Thousand Five Dollars and 00/100 (S54,005.00),
in consideration floc the equipment specifically described within the Exhibit attached hereto.
Additionally, City shall pay to Contractor for freight charges associated with shipping the
equipment described herein in an amount not to exceed the sum of Two Thousand Dollars and
00/100 ($2,000.00).
SECTION IV, TERM OF AGREEMENT
This Agreement shall become effective when signed by all of the parties hereto and shall continue
until such time that the Contractor delivers the equipment, in new and working condition, to the
City, which delivery shall occur within a commercially reasonable timeframe from execution
hereof.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time before the delivery of the equipment described above specifying the
reasons for.termination which shall include but not be limited to the following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
Contract No. 87-2023
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b. submissioc of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant t'unding to the City under which this Agreement
is made; or
C. unavailability of sufficient funds to make payment on this Agreement.
This Agreement may also be terminated by either the City or the Contractor, in whole or in part,
by mutual Agreement setting forth the reasons for such termination, the effective date, and in the
case of partial termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND 'INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's conduct or
performance of this Agreement, either intentionally or negligently; provided, however, that
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this
Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set
forth below which may arise out of or result from the Contractor's operations under this
Agreement, whether such operations by the Contractor or by any sub-contractors or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may
be held responsible.
Coverage Limits
A. Worker's Compensation & Statutory
Disability Requirements
Employer's Liability $1 00,000
C. Comprehensive General Liability
Section 1, 13od.i.ly Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $I,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$1,000,000 aggregate
F. Malpractiez/Errors & Omissions Insurance $1,000,000 each occurrence
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S2,000,000 aggregate
Notwithstanding any other provision in the Contract documents, neither Party shall be liable to
the other Party whether in contract, in tort, by way of strict liability or by application of any other
principal of law, for any special, incidental, indirect, consequential, exemplary, or punitive
damages or for losscs, loss of profits or revenues, loss of anticipated profits, loss of opportunities,
loss of goodwill or loss of capital or projected capital value. The total aggregate liability of each
Party to the other Party under this contract shall be capped and limited to 200% of the price paid
under the Contract but this cap limitation shall not apply to claims or liabilities arising from.
willful misconduct or criminal acts. The Contract price reflects the cap and limitations on liability
contained in this clause, without which the Contract price would be significantly higher. For
insurable events, Supplier shall be responsible to Purchaser for any covered loss, damage, or
liability up to $2,000,000.
SECTION VI. COMPLIANCE WITH.WORKER'S C"OMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall,
before commencing work under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code
Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2, If Contractor is an out of state employer and therefore
subject to another state's worker's compensation law, Contractor may choose to comply with all
provisions of its home state's worker's compensation law and provide the City proof of such
compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law,
SECTION 'VIE COMPLIANCE WIT H INDIANA E-VERIFY PROGRAM
REQUIRE.MENTS
Pursuant to Indiana Code 22-5-.1..7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired.
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement, Contractor shall
provide to the City its signed Affidavit affirming that Contractor does not knowingly employ
an unauthorized alien in accordance with IC 22-5-1.7-1 I (a) (2). In the event Contractor
violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than
thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to
remedy the violation within the thirty (30) day period provided above, the City shall consider
the Contractor to be in breach of this Agreement and this Agreement will be terminated. If
the City determines that terminating this Agreement would be detrimental to the public
interest or public property, the City may allow this Agreement to remain in effect until the
City procures a new contractor. If this Agreement is terminated under this section, then
pursuant to IC 22-5-1,7-13 (c) the Contractor will remain liable to the City for actual
damages.
SECTION .VHI. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5„ Contractor certifies that Contractor is not
engaged in investment activities in Iran. In the event Board determines during the course
of this Agreement that this certification is no longer valid, Board shall notify Contractor
in writing of said determination and shall give contractor ninety (90) days within which.
to respond to the written notice. In the event Contractor fails to demonstrate to the Board
that the Contractor has ceased investment activities in Iran within ninety (90) days after
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the written notice is given to the Contractor, the Board may proceed with any remedies it
may have pursuant to IC 5-22-.16.5. In the event the Board determines during the course
of this Agreement that this certification is no longer valid and said determination is not
refuted by Contractor in the manner set forth in IC 5-22-1.6.5, the Board reserves the right
to consider the Contractor to be in breach of this Agreement and terminate the agreement
upon the expiration of the ninety (90) day period set forth above.
SECTION IX, PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub-contractor, or any person acting
on behalf of Contractor or any sub-contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race, religion, color, sex,
disability, national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf' of Contractor or any sub-contractor, shall not
discriminate by reason of race, religion, color, sex, national origin or ancestry
against any citizen of the State of Indiana who is qualified and available to
perform the work to which the employment relates;
2. That Contractor, any sub-contractor, or any person action on behalf of Contractor
or any sub-contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE, OF LIABILITY
Contractor hereby agrees to release and hold harmless the ('by and all officers, employees, or
agents of the same from all liability which may arise in the course of Contractor's performance of
its obligations pursuant to this Agreement.
SECTION XI. :MISklE1.1...,.ANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assimment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any.
time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this .Agreement the parties agree that this document supersedes any.
previous discussion, negotiation, or conversation relating to the subject matter contained herein.
-fhis Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this COntract must be .filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative .lbrum, venue, or in front of any other tribunal, court, or administrative
body other than the ¢:'ircuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorizee by his or her principal to execute this Contract,
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, in.cluding but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall he construed as if drafted jointly by the parties, and no presumption
or burden of proof hall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
[REMAINDER OF PAGE INTENTIONALLY Bl..,.ANK. SIGNATURES TO FOLLOW
ON PAGE 6]
5 e
"CITY" "CONTRACTOR"
The City of Richm , d, Indiana, by and WesTech
through its Board of Sanitary
Commissioners
By:
Se Miller, President
(Printed): 11-, ''''5"I
.
Dated: i°"--- '- — -
Title: Vi>
--Ainarr" a s 1, Vice President
Dated: 4/7-9t/7/3
Dated:
' Mei-abet'
Dated: 5-
APPROVED:
I, —..._...._
.-- ryavia-4. Snow, -yor.
Dated: O'S--
. .
(V 1 1
Page 1 of 4
WESTECH QUOTATION
P.O. BOX 65068 Phone: 801-265-1000 Quotation No.
ES TEC H SALT LAKE CITY, UTAH 84165-0068 801-265-1080 Q42177-143154
Thank you for the opportunity to quote you with your equipment needs,
Please review the following and contact us to place an order or ask any question.
)ate: 4/10/2023 Proj Manager: JOY ALLEN Ship Via: BEST WAY
FQ No.: Q42177-143154 Prime Job No: NW96584A Freight: FOB SHIPPING POINT,FREIGHT
t_loted by: JOY ALLEN Prime Name: RICHMOND, IN WWTP PREPAID&ADDED
'hone: 801-290-1512 or 801-290-18/8 Equipment: CLEANWASHT' SCREW Lead Time: 28 WK(FIRM DATE AFTER
WASH PRESS PO)
JALLEN@WESTECH-INC.COM Tax Exemption No.: IN SALES TAX EXEMPTION Quote Valid: 15 days
ON FILE
or Group: 15 Payment Terms: NET 30 DAYS
Bill CITY OF RICHMOND Ship CITY OF RICHMOND
To: MIKE CLARK To: MIKE CLARK
50 NORTH 5TH STREET 50 NORTH 5TH STREET
RIC040 RICHMOND, IN 47374 6747 RICHMOND, IN 47374
UNITED STATES OF AMERICA UNITED STATES OF AMERICA
Tel/Cell: 765-983-7452 T765-983-7452
MCLARK@RICHMONDINDIANAGOV
Doc No, Part/Dwg Number Description Qty Units Unit Price Net Price
RICHMOND, IN WWTP-SCREW WASH SCREW WASH PRESS-
3434 SWP20140-NW 96584A
SCREW WASH PRESS (EXCLUDES DRIVE UNIT)
3434 001 1 EA $54,005.00 $54,005.00
(NEW COUPLING OPTION)
No sales, GST, PST, use, or other taxes have been Quoted in US Dollars Grand Total $54,005.00
included in our pricing. No discounts accepted.
'lease see the attached General Terms and Conditions and Warranty Information,
Ainimum Order amount is US$100.
lull information provided with and including this proposal is considered proprietary arid is not for distribution without express written consent of
AlesTech Engineering LLC.
VesTech prefers that payments under$3,000 are processed by Credit Card. Any orders over$10,000 can not be accepted by Credit Card and will be invoiced
:terms. This is to include freight and taxes. A processing fee of up to 4 percent on Credit Cards may be added where allowed by law.
This Quotation is subject to all specifications above as well as all attachments included with this document.
Thank you again for your quote request!
Best Regards, 6)1 tiut,
QF-00-005 Printed By JALLEN Printed 4/10/2023 2:59 PM 2/24/06
Exhibit A
Page 2 of 4
General Terms of Sales
Quotation No: Q42177-143154
Terms and Condildons;appearing in any order based on this proposal which are inconsistent Responsibility for proper operation of equipment,if not installed by WesTech Engineering,
herewith shall not be binding on WesTech Eilgineering,LL.C.The sale and purchase of LLC or installed in accordance with WesTech Engineering,LIC's instructions,and inspected
equipment described herein shall be governed exclusively by the foregoing proposal and and accepted in writing by WesTech Engineering,TLC,rests entirely with Purchaser;and
the following provisions: any work performed by WesTech Engineering,LTC personnel in making adjustment or
changes must he paid for at WesTeclr Engineering,LIC's then current per diem rates plus
1.SPECITICATIONSiWesTech Engineering,LTC is furnish-ng its standard equipment as living and traveling expenses,
outlined in the proposal and as will be covered by final approved drawings.'The equipment
may not be in strict compliance with the Engineeds/Owner's plans,specifications,or WesTech Engineering,LIT:will supply the safety devices described in this proposal or slrrrwr
addenda as there may be deviations.The equipment will,however,meet the geneital in WesTech Engineering,TLC's drawings furnished as part:of this or but excepting these,
intent:ion of the mechanical specifications of these documents. WesTech Engineering,LIE shall not:be required to supply or install any safety devices
whether required by law or otherwise.The Purchaser hereby agrees to indemnify and hold
2,rrEMS.INCLUDED: 'This proposal includes only the exit gament specified her is and does harmless WesTeclr Engineering,II C from any claims or losses at'sing due to alleged or
not include erection,installaticin,accessories,nor associated materials such as controls, actual insufficiency or inadequacy of the safety devices offered or supplied hereunder.
Taiping,etc.,unless specifically listed. whether specified by WesTech Engineering,TLC or Purchaser,and thorn any damage
resulting from the use of the equipment supplied hereunder.
3.PARTIES TO CONTRACT:WesTech Engineering,LTC is trot a party to or bound by the
terms of any contract between WesTech Engineering, customer and any other party. 10.ACCEPTANCE OF PRODUCTS:Products will be deemed accepted without any claim by
WesTech Engineering„LI,C's undertakings are limited to lit use defined in the contract: Purchaser unless written notice of non-acceptance is received by Weedrech Engineering TLC
between WesTech Engineering,LLC and its direct customers. within 30 days of delivery if shipped F.O.B.point of shipment,or 411 hours of delivery if
shipped I'll II point:of destination„Such written notice shall riot be considered received by
4.PRICE AND DELIVERY:All selling prices quoted are subject to change without notice after WesTech Engineering,LI It unless it is accompanied by all freight bills for said shipment,
30 days from the date of this proposal unless specified(otherwise,Uzi:less otherwise stated, with Purchaser's notataons as to damages,shortages and conditions cif equipment,
all prices are 1'.0.13,WesTech Engineering,TLC or its supplier's shiPPing Points.All claims containers,and seals.Non act products are subject to the return policy stated below.
for damage,delay or shortage arising from such equipment shall lit'made by Purchaser
directly against the carrier.When shipments are quoted F.O.B„job site or other designation, 11.TAXES:Any federal,state,or local sales,use or other taxes applicable to Mks.transaction,
Purchaser shall inspect the equipment shipped,notifyitig Wes'Tech Engineering,ILI;of any unless specifically included in the price,shall be for Purchaser's ac count.
damage or shortage within forty-eight hours of receipt,and failure to so notify WesTech
Engineering,LIC shall colistitute at lay Purchaser,relieving WesTech Engineering, 12.,TITLE: The equipment specified herein,and any replacements or substitutes therefore
LTC of any liability for shipping damages or shortages, shall,regantless of the manner in which affixed to or used in connection with realty,remain
the sole and personal property of WesTech Engineering,LLC until the full purchase price has
S.PAYMENTS:All invoices are net:30 days,Delinquencies are subject to a 1.5 perctint service been paid,Purchaser agrees to do all things neciessary to protect and maintain WesTech
charge per month or the maximum permitted by law,whichever is less on all past:due Engineering,Ilk's title and interest in and to such equipment;and upon Purchaser's default,
accciums.Pro rata payments are due as shipments are made.If shipments are delayed by WesTech Engineering,LLC may retain as liquidated damages any and all part:kit pay:ments
the Purchaser,invoices shall.be sent on the date when WesTech Engineering,LLC is made and shall be free to enter the premises where such equipment us located and remove
prepared to make shipment arid payment shall become due under standard invoicing the same;as its property without prejudice to army further claims on account of damages IIr
terms,If the work to be performed hereunder is delayed by the Purchaser,payments shall loss which WesTech Engineering,ILC may suffer Quinn any cause.
he based on the purchase price and percentage of corn:Action.Products held for the
Purchaser shall be at the risk and expense of the Purchviser.Unless specifically stated 3.1.INSURANCE:From date of shipment:until the invoice is paid in full,Purchaser agrees to
otherwise,prices quoted acre thin equipment only.These terms are independent of and not provide and Main fa n at its expense,but for Wes'rech Engineering.,LIC's benefit,adequate
contingent upon the time iinch manner in which the Purchaser receives payment fitorn the insurance including,but:not limited to,builders risk insurance on the equipment.against any
owner loss of iany nature whatsoever.
It.PAYMENT TERMS:Credit is subject to iicceptance by'WesTech Engineering,Ilk's Credit: 14,SHIPMENTS' Any shipment of delivery dates recited represent Wes'Tech Engineering,
Department.lithe financial condition of the Purchaser at any time is such as to give LIC's best estimate but no liability,direct or indirect,is assumed by WesTech Engineering,
WesTech Engineering,11,C,in its judgment,daubt concerning the Purchaser's ability to pay, Litt;for failure to ship or deliver on such dates.
WesTech Engineering,LTC may require full or partial riayment in advance en may suspend
any further deliveries or continuance of the work to be perforrned Try the WesTech Wesd'ech Engineering„ shall have the right:to make partial shipments;and M Voices
Enstineering,TIC until such payment has been received, covering the same shall be due and payable by Purclaaser in a C cordance with the payment
terms thereof.If Purchaser defaults in any payment when due hereunder,WesTech
7,ESCALATION:If between the proposal date and actual procurement and through no fault Engineering,Ilk may,without incurring any liability therefore to Purchaser or Purchaser's
of the Seller,the relevant cost of labor,material,freight,tariff's,and other Seller costs customers,declare all payments immediately due and payable with maximum legal interest:
combined relating to the contract,increase by greater than 2.5%of the overall contract there011 from due date nub sind payment,and at its notion,stop all further work and
price,then the contract price shall he subject to escaliction and increased. Such increase shipments until all past due payments have been made,and/or require that any further
shall be verified by docunterdation and tire amount of condiact price escalation shall be deliveries be paid for prior to shipment.
calculated as either the actual increased cost to the Seller or,if agreed by the Parties:,the
equivalent increase of a relevant industry retiognized third-party index,and in both(rases If Purchaser requests postponements of shipments,the purchase price shall be due and
without any additional profit or margin being added. payable upon notice In mini WesTech Engineering,LIC that the equipment is ready for
shipment;anti thereafter any strirage or other charge Wes'Tech Engineering,:TLC incurs on
8,APPROVAL:If;approval of equipment submittals by Purchaser or others is required,a account of the equipment shall he for the Purchaser's at count.
condition precedent to WesTech Engineering,LIC suaptying any equipment shall be such
complete approval. If delivery is specified at a point other than WesTech Engineering,LTC or its supplier's
shipping points,and delivery is postponed or prevented by strike,accident,embargo,or
9,INSTALLATION SUPERVISION:Prices quoted for equipment do not include installation other cause beyond Wes'hech Engineering:,Ilk's reasonable control and occurring at a
supervision.WesTech Engine:ering,LTC recommends and will,upon request,make location ether than WesTech Engineering,LLC or its supplier's shipping points,Wes't orb
available,at:WesTech Engineering,ILC's then current rate,an experienced installation Engineering,TLC assumes no liability inn delivery delay.If Purchaser refuses such delivery,
supervisor to act as the Purchaser's employee and intAint to supervise installadon of the WesTech Engineering,LIC may store the eq 1.1i lament
equipment.Purchaser shall at its sole expense fundisa all necessary labor equipment,and
materials needed for installation..
QF-00-038K Printed by JALLEN Printed:4/10/2023 2:59 PM 03/10/2022
Page 3 of 4
Quotation No: Q42177-143154
at Purchaser's expense.For all put-poses of this agreement such tender(redelivery or continuance of such conditions,or any other cause beyond such.party reasonable control.
storage shall constitute delivery, Escalation resulting from a Force Majeure event shall be equitably adrusteci per tire
escalation policy stated above.
15.WARRANTY:WesTech Engineering LLC warrants equipment it.supplies only in
accordance with the'attached WesTech Warranty. 'this warranty is expressly given by 20,RETURN OF PRODUCTS: No products may be returned to WesTech Engineering,LLC
WesTech and accepted by purchaser in lieu of all other warranties whether wTitten,oral, without WesTech Engineering,LLC's prior written pernnssion.Said permission may be
express,implied,statutory or otherwise,including without limitation,waiTanties of withheld by WesTech Engineering,LLC at its sole discretion.
merchantability and fitness for particular purpose.WesTech neither accepts nor authorizes
any other person to assume for it any other liability with respect to its equipment,WesTech 21,BACRCHARGES:WesTech Engineering,LLC will not approve or accept backcharges for
shall not be liable for normal wear and tear,corrosion,or any contingent,incidental,or labor,materials,or other costs incurred by Purchaser or others in modification,adjustmerit,
consequential damage or expense due to partial or complete inoperability of its equipment service,or repair of WesTeith Engineering,lit furnished materials unless such back charge
for any reason whatsoever.'The purchaser's exclusive and only remedy for breach of this has been authorized in advance in writing by a WesTech Engineeririg,TLC purchase order,
wanitinty shall be the repair and or replacement of the defective part or parts within a or work requisition signed by WesTech Engineering,LLC.
reasonable time of WesTech 3 accepting the validity of a warranty claim made by the
purchaser. 22.INDEMNIFICATION:Purchaser agrees to indemnify WesTech Engineering,Li,C from all
costs incurred,including but not limited to court costs and reasonable attorney fees,from
1.5.PATENTS:WesTech Engineering,LLC agrees that it will,at its own expense,defend all enforcing any provisions of this contract,including hut not limited to breach do:anti:not or
suits or proceedings instituted against:Purchaser and pay any award of damages assessed costs incurred in collecting monies owed on this contract„
against it in such suits or proceedings,so far as the same are based on any claim that the
said equipment or any part thereof constitutes an infringement of any apparatus patent of 23.ENTIRE AGREEMENT:This propos:al expresses the entire agreement hetw:een the parties
the United States issued at the date of this Agreement,provided WesTech Engineering,LLC hereto superseding any prior understandings,and is not subject to modification except by a
is given prompt:notice in writing oldie institution or threatened institution of any suit or writing signed by an authorized officer of each party,
proceeding and is given full control of the defense,settlement,or compromise of any such
action:and Purchaser agrees to give WesTech Engineering,LLC needed information, 24.MOTORS AND MOTOR DRIVES!In order to:woid shipment delays of WesTeda
assistnnee,and authority tri enable WesTech Engineering LLC so to do.In the event said Engineernig,LLC equipment,motors and drives may be sent directly to the job site for
equipment is held or conceded to infringe such a patent,WesTech Engineering,LLC shall installation by the equipment:installer.Minor ficup may be required.
have the right at its sole option and expense to a)modify:the equipment to be non-
infringing,b)obtain for Purchaser the license to continue rising said equipment,or c) 25,EXTENDED STORAGE:Extended storage instructions will he part or information provided
accept return of the equipment and refund to the Purchaser the purchase price thereof less to shipment Ifsquipment installation and start-up is delayed more than 30 days,the
a reasonable clnwge for the use thereof.WesTech Engineering,I,I,C will reimburse provisions of the storage instructions must betallowed to keep WARRANTY in force.
Purchaser for actual oubroTpocket expenses,exclusive of legal fees,incurred in preparing
such information and rendering such assistance at WesTech Engineering,LLC's request.. 26.LIABILITY:Professional liability insurance,including but not Minted to,emirs and
The foregoing skates the enure liability of WesTech Engineering,LLC,with respect to patent omissions Unity:ince,is not included.In any event,liability for errors and omissions shall be
infringetnentr and except,as otherwise agreed to in writing,WesTech Engineering,LLC limited to the lesser of$100,000 USD or the value of the particular-piece of equipment(not
assumes no responsibility for process patent infringement. the value of the entire order]supplied lay WesTech Engineering,1,1„C against:which a claim is
sought.
1.7.SURFACE PREPARATION AND PAINTING:if furnished,shop printer paint is intended to
serve only as minimal protective finish.WesTech Engineering,LLC will not be responsible 27,ARBITRATION NEGOTIATION:Any controversy or claim arising out of or relating to the
for the condition of primed or finish painted surfaces after equipm.ent leaves its shops. performance of any contract resulting from this proposal or contract.issued,or the breach
Purchasers are invited to inspect:paint in shops for proper preparation and application thereof,shall be settled by arbitration in accordance with the Construction Industry
prior tar"shipment WesTech Engineering,L,LC assumes no responsibility for field surface Arbitration Rules of the American Arbitration Association,and judgment upon the award
preparation or touch-up of shipping damage to paint.Painting of fasteners and other touch- rendered by the arbitrator(4)may be entered to any court having jurisdiction.
up to painted surfaces will be by Purchaser's painting contractor after mechanism
installation.
ACCEPTED BY PLIRCHASER
Motors,gear motors,and other components not manufactured by WesTech Engineering,
LAX will be painted with that manufacturer's standard paint system.It is WesTech Cuistomeiv N
Engineering,II C's intentirm to ship inajor steel components as soon as fabricated,often
before drive,motors,and other manufactured components.finless Purchaser can ensure custo,H,Address:
that shop primed steel shall be field painted within thirty(30)days after arrival at the job
site,WesTech Engineering,LTC encourages the Purchaser to order these com.ponents
without primer,
WesTech Engineering,LLC's prices are based on paints and surface preparations as
outlined in the main body of this proposal.In the event that an alternate paint system is Contact Nampi
selected,WesTech Engineering,LLC requests that Purchaser's order advise of the paint
selection.WesTech Engineering,LliC will then either adjust the price:as may Inc necessary contact Rionei
to comply or ship the material unpainted:if compliance is not:possible due to application
problems or environmental controls. CSantact
18,CANCELLATION,SUSPENSION,OR DELAY:After acceptance by WesTech Engineering,LIP,
this proposal,or Purchaser's on based on this proposal,shall be a Into agreement and is
not subjeu t.to cancellation,suspension,or delay except upon payment by Purchaser of Printed Nannir
appropriate charges which shall include all costs incurred by WesTech Engineering,II,C to
date of cancellation,suspension,or delay plus a reasonable profit.Additionally,all charges Tide,
related tin storage andlor resumption of work,at WesTech Engineering,LLC's plant or
elsewhere,shall be for Purchaser's sole account;and all risks incidental to storage shall lie' Drau„
assumed by Purchaser.
19.FORCE MAJEURE: Neither party hereto shall be liable to the other for default or delay in
delivery caused by extreme weather or other act of God,strike or other labor shorifige or
disturbance,fire,accident,war or civil disturbance,act of government,pa.ndemic,delay of
caniers,failure of non nal sources of supply,complete or partial shutdown of plant by
reason of inability to attain sufficient raw materials or power,and/or other similar
contingency beyond the reasonable control of the respective parties. The time for delivery
specified herein shall be extended during the
QF-00-038K Printed by:JAL LEN Printed:4/10/21232:59 PM 03(10(2022