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Conditions: The following OCFA standard work order conditions are always applicable, and the following work order conditions are also applicable when
<br />this order provides for performance of any work. Whenever used herein "OCFA" shall mean the Orange County Fire Authority, Orange County, California.
<br />STANDARD CONDITIONS
<br />1. Law: This contract is governed by the laws of the state of
<br />California. The provisions of the Uniform Commercial Code shall apply
<br />except as otherwise set forth in this contract.
<br />2. Contract: This order, when accepted by SELLER either in writing or
<br />by the shipment of any article or other commencement of performance
<br />hereunder, constitutes the entire contract between SELLER and the OCFA:
<br />no exceptions, alternates, substitutes or revisions are valid or binding
<br />on the OCFA unless authorized by the OCFA in writing. If any conditions
<br />conflict with the provisions of the written agreement, the provisions of
<br />the written agreement shall govern.
<br />3. Delivery: Time of delivery is the essence of this contract. The
<br />OCFA reserves the right to refuse any goods and to cancel all or any part
<br />of the goods not conforming to the applicable specifications, drawings,
<br />samples or descriptions. Acceptance of any part of the order shall not
<br />bind OCFA to accept future shipments, nor deprive it of the right to
<br />return goods already accepted, at SELLER'S expense. Overshipment and
<br />undershipment shall be only as agreed to by OCFA.
<br />4. Risk of 10SS: Delivery shall not be deemed to be complete until
<br />goods have been actually received and accepted by OCFA. Payment shall be
<br />made after satisfactory acceptance of shipments by OCFA.
<br />5. Warranty: SELLER expressly warrants that the goods covered by this
<br />order are free of liens, of merchantable quality and satisfactory and safe
<br />for consumer use. Acceptance of this order shall constitute an agreement
<br />upon SELLER'S part to indemnify and hold harmless from liability, loss,
<br />damage and expense, including reasonable counsel fees, uncured or
<br />sustained by OCFA by reason of the failure of the goods to conform to such
<br />warranties, faulty work performance, negligent or unlawful acts, and non-
<br />compliance with any applicable local, State or Federal codes, ordinances,
<br />orders, or statutes including the Occupational Safety and Health Act
<br />(OSHA) and the California Industrial Safety Act. Such remedies shall be
<br />in addition to any other remedies provided by law. Contractor represents
<br />and warrants that the equipment provided under this agreement is designed
<br />to be used prior to, during, and after the calendar year 2000. The
<br />equipment provided will correctly differentiate between years that end in
<br />the same two digits, and will accurately process date/time data
<br />(including, but not limited to, calculating, comparing, and sequencing)
<br />from, into, and between the 20t' and 21" centuries.
<br />6. Infringement: SELLER shall indemnify and defend OCFA, at SELLER'S
<br />expense against all claims, demands, suits, liability and expense on
<br />account of alleged infringement of any patent, copyright or trademark,
<br />resulting from or arising in connection with the manufacture, sale, normal
<br />use or other normal disposition of any article or material furnished
<br />hereunder.
<br />7. Assignment: Neither this order nor any claim against OCFA arising
<br />directly or indirectly out of or in connection with this order shall be
<br />assignable by SELLER or by operation of law, nor shall SELLER subcontract
<br />any obligations hereunder, without OCFA's prior written consent.
<br />8. Default: If SELLER or any subcontractor breaches any provision
<br />hereof, or becomes insolvent, enters bankruptcy, receivership or other
<br />like proceeding (voluntarily or involuntarily) or makes assignment for
<br />the benefit of creditors, OCFA shall have the right, in addition to any
<br />other rights it may have hereunder or by law, to terminate this order by
<br />giving SELLER written notice; whereupon (a) OCFA shall be relieved of all
<br />further obligation hereunder, except to pay the reasonable value of
<br />SELLER'S prior performance, but not more than the contracted price, and
<br />(b) OCFA may procure the articles or services from other sources and may
<br />deduct from unpaid balance due the vendor or may collect against the bond
<br />or surety, or may invoice the vendor for excess cost so paid. The price
<br />paid by OCFA shall be considered prevailing market price at the time such
<br />purchase is made.
<br />9. Labor Disputes: Whenever any actual or potential labor dispute
<br />delays or threatens to delay the timely performance of this order, SELLER
<br />shall immediately give written notice thereof to OCFA.
<br />Ia. Non -Discrimination: In the performance of the terms of any
<br />contract resulting from this order, SELLER agrees that he will not engage
<br />nor permit such subcontractors where applicable as he may employ, to
<br />engage in discrimination in the employment of persons because of race,
<br />color, sex, age, disability, national origin or ancestry, or religion of
<br />such person.
<br />11. Termination: OCFA reserves the right to terminate this contract
<br />without penalty with cause immediately or without cause after 30 days
<br />written notice unless otherwise specified.
<br />12. Taxes: Unless otherwise provided herein or by law, price quoted
<br />does not include California State sales or use tax.
<br />WORK ORDER CONDITIONS
<br />13. Performance: SELLER shall perform all work diligently, carefully,
<br />and in a good and worklike manner, shall furnish all labor, supervision,
<br />machinery, equipment, materials and supplies necessary therefor, shall
<br />obtain and maintain all building and other permits and licenses required
<br />by Public authorities in connection with performance of the work, and if
<br />permitted to subcontract, shall be fully responsible for all work
<br />performed by subcontractors. SELLER shall conduct all operations in
<br />SELLER'S own name and as independent contractor, and not in the name of,
<br />or as an agent of OCFA.
<br />14. Indemnification: Seller agrees to indemnify and hold harmless
<br />OCFA, its officers, employees and agents from any claims, demands or
<br />liability for injury to any persons or property, including contractor, its
<br />officers, employees or agents, OCFA, its officers, employees agents or
<br />other persons arising out of or resulting from SELLER'S performance under
<br />this contract, unless such injury is caused by the sole negligence or
<br />concurrent active negligence of OCFA, its officers, employees or agents.
<br />If SELLER'S negligence combines with OCFA'S negligence to cause injury,
<br />the parties agree that liability will be apportioned as determined by a
<br />court of competent jurisdiction. Neither party shall request a jury
<br />apportionment.
<br />15. Safety/Liability Language: in connection with the performance
<br />of this contract, OCFA shall have the authority to enter the worksite at
<br />any time for the purpose of identifying the existence of conditions,
<br />either actual or threatened, that may present a danger or hazard to any
<br />and all employees. Contractor agrees that OCFA, in its sole authority and
<br />discretion, may order the immediate abatement of any and all conditions
<br />that may present an actual or threatened danger or hazard to any and all
<br />employees at the worksite.
<br />Contractor acknowledges the provisions of Section 6400 of the Labor Code,
<br />which requires that employers shall furnish employment and a place of
<br />employment that is safe and healthful for all employees working therein.
<br />In the event OCFA identifies the existence of any condition that presents
<br />an actual or threatened danger or hazard
<br />to any or all employees at the worksite OCFA is hereby authorized to order
<br />the immediate abatement of that actual or threatened condition pursuant to
<br />this section. OCFA may also, at its sole authority and discretion, issue
<br />an immediate stop work order to Contractor to ensure that no employee
<br />working at the worksite is exposed to a dangerous or hazardous condition.
<br />Any stop work order issued by OCFA to Contractor in accordance with the
<br />provisions of this Section shall not give rise to any claim or cause of
<br />action for delay damages by Contractor or Contractor's agents or
<br />subcontractors against OCFA.
<br />16. Insurance: SELLER shall maintain in full force during the term of
<br />this contract the following insurance and limits not less than those
<br />specified (a) Worker's Compensation and Employers' Liability complying
<br />with any statutory requirements; (b) Comprehensive General Liability
<br />Insurance including a broad form Property Damage endorsement with a
<br />$1,000,000 combined single limit each occurrence; (c) Comprehensive Auto
<br />Liability (including the owned, nonowned and hired automobile hazards)
<br />with a $1,000,000 combined single limit each occurrence; (d) Contractual
<br />Liability with $1,000,000 combined single limit each occurrence. If OCFA
<br />so desires, these limits may be increased or decreased.
<br />17. Bill and Liens: SELLER shall pay promptly all indebtedness for
<br />labor, materials and equipment used in performance of the work. SELLER
<br />shall not permit any lien or charge to attach to the work or the premises;
<br />but if any does so attach, SELLER shall promptly procure its release and
<br />indemnify OCFA against all damages and expense incident thereto.
<br />18. Bonds: If OCFA so desires, SELLER shall provide payment and
<br />performance bonds as required.
<br />19. Changes: SELLER shall make no changes in the work or perform any
<br />additional work without OCFA'S specific written approval.
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