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<br /> <br /> <br /> <br /> City of Santa Ana <br /> Server Upgrade Proposal <br /> May 8, 2013 <br /> Page 4 <br /> <br /> <br /> TERMS AND CONDITIONS <br /> a) ACCEPTANCE The price quoted is valid for Sixty (60) days from the date of Bid Opening and <br /> is subject to either your firm's credit approval by our Credit Committee or your firm's providing <br /> an irrevocable letter of credit with terms and provider satisfactory to our firm. <br /> <br /> b) AGREEMENT Our proposal is based upon Transdyn and the Contractor entering into the AIA <br /> A401 Standard Form of Agreement (2007 Edition), or other mutually acceptable form of <br /> agreement, which shall incorporate this scope letter and such other acceptable terms and <br /> conditions no less favorable than those between Contractor and the Owner. <br /> c) PAYMENT This scope and pricing is based upon mutually agreeable payment terms resulting in <br /> neutral cash flow for the project. Contractor and Transdyn's cut-off dates shall match so as to <br /> insure payments cover the same performance period. The Contractor shall withhold no retention <br /> from Transdyn payments. <br /> <br /> a) SCHEDULE. This proposal is predicated upon Transdyn being afforded a reasonable amount of <br /> time to perform its scope of work, including engineering, integration, testing and commissioning. <br /> The performance of Transdyn's work shall be based upon a mutually acceptable project schedule. <br /> b) LIMITATION OF LIABILITY. IN NO EVENT SHALL TRANSDYN BE LIABLE FOR <br /> SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY <br /> WHATSOEVER. Transdyn, its contractors and suppliers of any tier, shall not be liable in <br /> contract, tort or otherwise for damage to or loss of other property or equipment or systems, cost of <br /> capital, cost of replacement power or equipment, increased operating expenses, delay damages, or <br /> claims of Contractor's customers no matter how caused, including if caused by: abuse; accident; <br /> alteration or repair by anyone other than Transdyn's authorized representatives; improper storage; <br /> misuse; improper maintenance; failure to observe instructions; improper or unauthorized access or <br /> use; hacker or cracker intrusion or disruption; distributed denial of service attacks; computer <br /> viruses or worms; loss, theft, misuse, alteration or corruption of data, programs or information; <br /> failure of network security; or other acts, omissions, torts or crimes. <br /> Contractor's remedies stated herein are exclusive and Transdyn's liability with respect to any <br /> contract, or the performance or breach thereof, relating in any way to any work or equipment <br /> covered by this contract, whether in contract, tort, or otherwise shall not exceed the price of the <br /> particular equipment or part or service for which such liability is claimed. This provision shall <br /> survive termination of the contract. <br /> c) LIQUIDATED DAMAGES. This proposal does not include any provision for liquidated <br /> damages. <br /> d) WARRANTIES. Transdyn warrants the equipment and services of its own manufacture against <br /> defects in material and workmanship for one year* from delivery or, if installed by Transdyn, for <br /> one year* from installation of equipment/performance of services or portions thereof but not to <br /> exceed eighteen months from shipment (or such period as required by specifications), provided <br /> Contractor must give Transdyn immediate written notice upon discovery of the defect and <br /> immediately ceases use of equipment to prevent further damage. Transdyn's obligation is limited <br /> <br /> TRANSDYN, INC. 1 4256 Hacienda Drive, Suite 1001 Pleasanton, CA 94588 <br /> Tel: (925) 225-1600 -E!5ehT J5Hl6g -.1-n8dvo.com <br /> 25C-18 <br />