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RES 2022-1177 - Change Order No. 1 with Layne Christensen Company for well pump at Kiwanis Park City Clerk Office Use Only: f`��_. , Publication Date(if applicab e): RESOLUTION NO. Agenda Date: �', 2 2Z. Department: alij Submitter: J ))E 121/It?L(_ . S CITY OF OMAHA LEGISLATIVE CHAMBER Omaha, Nebraska WHEREAS, Layne Christensen Company to furnish all labor, materials and equipment necessary for the well pump at Kiwanis Park, located at 1524 E Locust Street, Omaha, Nebraska, for the Parks, Recreation, and Public Property Department; and, WHEREAS, Layne Christensen Company has agreed to perform the additional work for $29,176.00; the original quote was $9,240.00. This Change Order is required because the original quote was to pull the pump and piping to inspect, the additional charges are for the proposal of parts and labor to make all the repairs on the fountain. All other provisions of the original contract shall remain in full force and effect; and, WHEREAS, Layne Christensen Company has complied with the City's Contract Compliance Ordinance No. 28885 in relation to Civil Rights - Human Relations; and, WHEREAS, the Mayor has recommended acceptance of Change Order No. 1, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: THAT, as recommended by the Mayor, Change Order No. 1, in the total amount of $29,176.00 for Layne Christensen Company to furnish all labor, materials and equipment necessary for the well pump at Kiwanis Park, located at 1524 E Locust Street, Omaha, Nebraska, is hereby approved. The Finance Department is authorized to pay the Funds in the amount of$29,176.00 to Layne Christensen Company from the General Fund 11111, Organization No. 115031, Park Facilities Services. p:2994mtc APPROVED AS TO M: Iz1"L 2z— DEPUTY CITY ATTORNEY DAT Adopted: UEC 13 2U2Z-1 Attest: City Clerk Approved: t_ t.LvL Mayor Douglas County Purchasing Department Unique Item/Sole Source Justification Email the completed sole source packet to: PUR_sole_source@douglascounty-ne.gov Department: PRPP — Park Maintenance Vendor: Layne Christensen Vendor email: Terry.heiliger@gcinc.com CO Estimated annual $9240.00 City of Omaha expenditures$20,000.00 or more expenditure: require a resolution, which should be obtained following Purchasing approval. Product/Services Perform inspection and perform necessary repairs for Kiwanis Park requested: pump Will federal grant monies be used to fund this spend? Yes x No Place an "X" next to all entries that apply to the proposed sole source product or service. More than one entry may apply. 1. The listed vendor is the original manufacturer. There are no regional distributors. (ATTACH: The manufacturer's written certification that no regional distributors exist). *NOTE: Item No. 3 must also be completed. 2. The parts/equipment are not interchangeable with similar parts/equipment of another manufacturer. (ATTACH: Memo explaining justification) 3. x This is the only known (a) parts/equipment that will meet the need of the Department or (b) service that will perform the intended functional need of the Department. (ATTACH: Memo detailing the specialized function or application.) 4. The parts/equipment are required from this source to permit standardization. (ATTACH: Memo describing the basis for standardization request.) 5. This is the only known vendor that can supply this product. (ATTACH: Memo explaining why no other vendor is acceptable) 6. None of the above apply. (ATTACH: Memo with detailed justification for the unique item/sole source request) The sole source packet should be one (1) PDF document that includes: (1) Completed and signed form, (2) department memo and (3) vendor quote/pricing. The undersigned requests that the c mpetitive rocurement process be waived and that the vend r identifi d as the supplier of service goods, be authorized as a unique source (sole so r forth se o go d . LA -4- 9 4(.&---(1 Department Head/Elected Official Date For Purchasing Department Only: Carlson Digitally signed by Eric J.Carlson Eric J Approved by: Date: 2022.10.26 11:33:43 05'00' NOTE: Sole source is not valid until Purchasing approves by signing this form. Upon approval, this justification is valid for two (2)years from the date of signature and may be used to make additional purchases for the same product or service listed on this form. City purchases$20,000.00 or more must still have an annual resolution. Revised 04.05.2022 Neb. Rev. Stat. §23-3109(1) PRPP/Parks MEMO TO: PURCHASING FROM: JOSHUA FREY DATE: October 25, 2022 SUBJECT: Layne Christensen Company Park Maintenance is requesting that Layne Christensen Company be considered as a Sole Source provider for the Park Maintenance Division at the Kiwanis Park well pump. We had Layne Christensen Company do this work under a sole source in 2015 due to the fact they are the ones familiar with the well, have performed the maintenance on the well, and are set up to perform the required maintenance tasks on the well. With Layne Christensen Company training and ongoing familiarity with the pump system at Kiwanis Park, we feel it is in the best interest of both the PRPP Department and the City of Omaha that Layne Christensen Company should be considered the sole source for service on this equipment. Thank you, Joshua Frey Park Maintenance Manager QUOTATION Layne Christensen Company Date: 10/11/22 P.O.Number: 4601 North 252nd Street Valley, NE 68064 Purchaser: City of Omaha Parks and Recreation Phone(402)359-2042 Attn:Brian Hartley Fax(402)359-2310 1523 South 24th St. Omaha, NE 68108 Phone Number 402-616-0284 Job Number: Fax Number Email: brian.hartlev(a citvofomaha.orq Job Description: Kiwanis Park Irrigation Well Pump Testing and Inspection QNTY UNITS DESCRIPTION PRICE TOTAL 1 LS Pump Service Crew-mobilize, complete pumping test, remove vertical turbine 9,240.00 9,240.00 pump,disassemble and inspect pump,and reinstall pump. NOTES: 1)Price does not include shop labor for materials for necessary repairs to the vertical turbine pump. 2)The well will be evaluated for potential rehabilitation as part of the initial well testing protocol. 3)Payment Terms Net 30 Days. 4)Prices Valid For 30 Days From Date of Quotation. TOTAL I $9,240.00 The undersigned Purchaser hereby instructs Layne Christensen Company(Contractor),to proceed with the work described with the understanding that the Terms and Conditions shown on the reverse are hereby incorporated as part of this Quotation and with the specific understanding that Contractor will not be held liable for any damage in any way whatsoever for failure to complete the described work, nor for any injury or damage resulting from Contractor's efforts to perform such work, or for delay on Contractor's part in completing same. All work described herein will be provided as quoted above or on a cost plus basis at the hourly rates provided. All quotes indicated, if any, are estimates based on the best information available prior to beginning work. As the scope of work changes, revised quotations will not be issued unless requested. Purchaser's pumps, motors, parts and/or accessories may be stored by the Contractor for thirty(30)days from the date of invoice or other written notice from Contractor. After said thirty(30) days,disposal of such equipment may be made by the Contractor without incurring any liability. Purchaser Contractor City of Omaha Parks and Recreation a n Chris nsen Company By: By: �---� Terry Heliiger Title: Title: Area Manager Date: Date: 10/11/22 PO#: Are you tax exempt? (Circle One) YES NO Lynam •riATf oorgrr AltVd W09 31.iffer,V MAW :sweouoo / sanss! JaulO :uo pe)poM 6u!eq !lane aul ueu}aaulo algel!ene aoanos Aiddns aaTeM e eieq sl El :suo!To!alsaa smog )IJOM :pei!nbaa Ienowaa 6u!pl!nq ao uoleu sseooe do400j :sanss! aoeds paul4uo3 quawd!nbe eo!naas Joj sa6uelleuo JO sweouoo ssaooe el!S El :Z){aoM aul Joj paa!nbei s! aoleaaue5 a 4! ow! OR o}algel!ene welsAs 6u!punoa6 e aaagi sI El :e,peloeuuoos!p ag /tau; ueo Iwo sanss! JeMod 41 :sweouoo leo!apeIe aagTo JO 'sdoap JeMod `aaMod peauaanO El •aapa0 6u!w!Ruo3 pau6ls upM wnlaa pue `uo!leueldxe lepq e ap!noad 'ioafad peoueiejoi anoge auk o�Aidde I(ew 1eu1 swaouoo al!s leaaue6 JO Aleies alp 6UIMopo4 aul Jo AUG >{oauo aseeld uo!poadsui pue 6u!}sal dwnd IIaM uo!le6ual >lied s!ueM!N :NOIlcINOS34 1.O31O2id ZZ/L L/06 :31va NOIlbIOflO uo!leaaoali pue s)iied euewO Jo A !O :31Nb'N H2WO.Sfl3 1S11)I03H3 SNOIlJaNO3 31IS OM/ Al3IVS 31IS TERMS AND CONDITIONS LIABILITY OF CONTRACTOR: Contractor shell not be liable for any bodily Injury,death,or injury to or destruction of tangible property except as the same may have been caused by the negligence of Contractor.In no event shall Contractor be liable for any delays or special,indirect Incidental or consequential damages.Purchaser agrees that the tote!limit of Contractor's liability(whether based on negligence,warranty,strict liability or otherwise)hereunder,shall not exceed the aggregate amount due Contractor for services rendered under this contract. All claims,including claims for negligence or any other cause whatsoever,shall be deemed waived unless made in writing and received by Contractor within one(1)year after Contractor's completion of work hereunder. INSURANCE: Contractor shall provide workers'compensation Insurance,public lability and property damage Insurance covering Its employees and operation. Purchaser,at its option,may maintain such Insurance as will protect it against claims arising out of the work. REIMBURSABLE COST: In addition to the hourly charge provided on the face of this contract,Purchaser will reimburse Contractor for travel and living expenses necessarily Incurred by the Contractor In the performance of the work,minor Incidental expenses such as overnight mad,telephone and petty cash expenditures necessarily Incurred,cost of removal of all debris if so directed by Purchaser,sales,consumer,use and similar taxes required by law and the cost of permits and all licenses necessary for the execution of the work. The foregoing costs shall be bided at actual cost plus fifteen percent(15%)unless otherwise agreed upon. PRICE ADJUSTMENT: My cost estimates or time frames stated herein are subject to equitable adjustment in the event of differing or unforeseeable conditions,changes in applicable laws after the date of this contract,unforeseeable delays or difficulties caused by acts of God,Purchaser or any third parties. Prices of goods acquired by Contractor from others shall be adjusted to reflect Contractor's price In effect at time of shipment. The price of Contractor's goods will be adjusted to the price in effect at time of shipment in accordance with Contractor's current escalation policies or as specifically covered in this contract. TERMS: Thirty(30)days net from date of Invoice. For extended projects,Contractor shall submit invoices on a monthly basis for any and all work completed and materials or equipment provided during the previous month. Past due invoices shall be subject to a delinquency charge of one and one-half percent(1-1/2%)per month(eighteen percent(18%)per annum)unless a lower charge is required under applicable law,In which case the lower rate shall apply. Purchaser agrees to pay all collection fees,attorneys'fees and costs incurred in the collection of any past due amounts arising out of this contract. Contractor shall have the right to immediately terminate this contract without further liability if Purchaser fails to make timely payment or otherwise materially breaches this contract. MATERIAL SHORTAGES AND COST INCREASES: If any portion of materials or equipment which Contractor is required to furnish becomes unavailable, either temporarily or permanently,through causes beyond the control and without the fault of Contractor,then In the case of temporary unavailability any completion time frames shall be extended for such period of time as Contractor shall be delayed by such above-described unavailability,and In the case of permanent unavailabllly Contractor shall be excused from the requirement of furnishing such materials or equipment.Purchaser agrees to pay Contractor any increase In cost between the cost of the materials or equipment which have become permanently unavailable and the cost of the closest substitute which is then reasonably available. DELAYS: if Contractor is delayed at any time in the progress of work by labor disputes,fire,unusual delays in transportation,unavoidable casualties,weather,or any cause beyond Contractor's reasonable control,then any completion time frames shall be extended by a reasonable period of time,at least equal to the period of delay. CHANGED CONDITIONS: The discovery of any hazardous waste,substances,pollutants,contaminants,underground obstructions or utilities on or In the job site which were not brought to the attention of Contractor prior to the date of this contract will constitute a materially different site condition entitling Contractor,at its sole discretion to Immediately terminate this contract without further liability. ESCALATION: This contract is made with the understanding that Contractor will be able to begin and continuously proceed with its work on or before the proposed start date on the reverse side hereof. In the event Contractor is unable to commence its work on or before said date because the project is not reedy for Contractor's work,Contractor will charge Purchaser the amount of increase in Contractor's cost attributable to such delay,plus Contractor's normal overhead percentage. GUARANTEE AND LIABIUTY: Contractor warrants that its labor supplied hereunder shall be free from defect and shall conform to the standard of care In effect in its industry at the time of performance of such labor for a period of twelve(12)months after substantial completion of Contractor's work. Contractor agrees,to the extent it is permitted,to pass on any warranties provided by the manufacturers of materials and/or equipment furnished under this contract. Contractor itself provides no warranty,express,implied or otherwise,on any such materials or equipment. Contractor will not be responsible for:work done,material or equipment furnished or repairs or alterations made by others. For any breach hereunder,Contractor shall be liable only for the value of the installation work or,if It wrongfully falls to Install,then Its liability is limited to the difference between the contract price herein,and the value of other similar installation work. if Contractor's breach damages any materials or equipment furnished hereunder,Contractor shall only be liable for the value of such materials or equipment. Under no circumstances will Contractor be liable for consequential,special or indirect damages,including without limitation,any crop loss or damage, damage to other equipment,structures or property,nor for any other similar or dissimilar damages or losses whether due to delay,failure to furnish or install,delay in installation,defective material or equipment,defective workmanship,defective Installation,delay in replacing,nor for any cause or breach whatsoever. In any event,Contractor's total liability towards Purchaser for alleged faulty performance or nonperformance under this contract shall be limited to the total contract price. No materials,equipment or services contracted herein carries any guarantee not mentioned in this contract. THE ABOVE WARRANTY IS iN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE,WHICH ARE HEREBY DISCLAIMED. TITLE AND OWNERSHIP: In case of default on Purchaser's part,Contractor shall have the right to enter the premises upon which any material or equipment furnished herein have been installed and retake such goods not then paid for and pursue any further remedy provided by law,Including recovery of attorneys'fees and any deficiency to the maximum extent and In the manner provided by law. Such materials and equipment shall retain their character as personal property of Contractor until payment in full is received by Contractor,regardless of their mode of attachment. Unless prior specific written instructions are received to the contrary,surplus and replaced materials and equipment resulting from repair or installation work shall become the property of Contractor. DELIVERY: Shipment schedules and dates,expressed or Implied,are contingent on normal conditions. Contractor will not be responsible for any delays In shipment or completion caused by factors beyond its control such as, but not limited to,suppliers'failures, accidents,work stoppages or operation of or changes in the law. Shipments will be made as promptly as Contractor's ability to obtain materials and/or equipment and scheduling will permit. No delay In shipments or variances from shipping schedule shall be cause of cancellation or any claim for damage. Any changes in layout or design requested after acceptance of this contract will be made at Purchaser's additional cost. Any such change and/or time taken to supply engineering data or to approve drawings will automatically extend shipping schedules. Equipment will be shipped'knocked down"to the extent Contractor considers necessary,with smell parts stripped from equipment and crated. On and after delivery to the carrier for transportation to the Purchaser's site,Purchaser shall be responsible for all loss or damage to materials or equipment due to any cause.including but not Iimtted to loss or damage resulting from casualty. INDEMNIFICATION: Purchaser agrees to Indemnify and hold Contractor,its directors,officers,stockholders,employees,agents and subcontractors,harmless from and against any and all claims,demands,causes of action(including third party claims,demands or causes of action for contribution or indemnification),Iiabfllty and costs(including attorneys'fees and other costs of defense)asserted and/or fled by Purchaser or any third party(les),Including without limitation Purchaser's employees,and arising out of or as a result of: (0 the presence of Contractor or its subcontractors at the Job site,(10 the work performed by Contractor or its subcontractors,or(NJ any negligent act or omission of Purchaser,its employees,agents,consultants,other contractors or any person or entity under Purchaser's control;except to the extent that such claims,demands,causes of action,liabilities or costs are caused by the negligence of Contractor or its subcontractors. INTERPRETATION: This contract shall be governed by and construed in accordance with the laws of the State of the Job site location. If any term,provision or condition contained herein shall,to any extent,be invalid or unenforceable,pursuant to state law or otherwise,the remainder of the terms,provisions and conditions herein(or the application of such term,provision,or condition to persons or circumstances other than those in respect of which it Is Invalid or unenforceable)shall not be affected thereby,and each term,provision and condition of this contract shall be valid and enforceable to the fullest extent permitted by law. ASSIGNMENT&SUBLETTING: Purchaser shall not have the right to transfer or assign its rights and/or obligations under this contract to any third party,related or unrelated,without the express written consent of Contractor. Contractor shall have the right to transfer,assign or sublet all or any portion of its rights or obligations hereunder,but such transfer,assignment or subletting shall not relieve Contractor from its full obligations to Purchaser unless such transfer,assignment or subletting is pursuant to the sale of Contractor,or the division of Contractor responsible for this contract,to a third party. MISCELLANEOUS: The terms and conditions set forth herein constitute the entire understanding of the parties relating to the work to be performed,and materials and equipment to be provided,by Contractor for the Purchaser. All previous proposals,offers,and other communications relative to the provisions of the subject work,oral or written,are hereby superseded, except to the extent that they have been expressly incorporated herein. Any modifications or revisions of any provisions herein or any additional provisions contained in any purchase order, acknowledgment,or other form of the Purchaser are hereby expressly objected to by Contractor and shall not operate to modify this contract. This contract shall take effect upon acceptance and execution by both parties. QUOTATION Layne Christensen Company Date: 11/23/22 P.O.Number: 4601 North 252nd Street Valley,NE 68064 Purchaser: City of Omaha Parks and Recreation Phone(402)359-2042 Attn:Brian Hartley Fax(402)359-2310 1523 South 24th St Omaha,NE 68108 Phone Number (402)616-0284 Job Number: Fax Number Email: Brian.Hartley(a)cityofomaha.com Job Description: Kiwanis Park Irrigation Well Pump Repair and Rehab Quote MATERIALS QNTY UNITS DESCRIPTION PRICE TOTAL 2 EA Column WL 8x59.25 277W T&C 745.00 1,490.00 6 EA Column WL 8x119.25 277W T&C 947.00 5,682.00 7 EA BRG STD POP-in 2x1.38 57.00 399.00 7 EA SHAFT SLEEVE W/L 1.18X1.38X7 112.00 784.00 6 EA SHAFT 1.18X10' 214.00 1,284.00 1 EA SHAFT 1.18X5' 147.00 147.00 1 EA SHAFT 1.5X5' 370.00 370.00 1 EA PKG BOX BRG 1.5X1.88X3.31 135.00 135.00 2 EA BSHG BRZ 1.68X2.13X3.00 89.00 178.00 1 EA BSHG BRZ 1.68X2.13X5.13 143.00 143.00 1 EA BSHG BRZ 1.68X2.13X6.00 133.00 133.00 1 EA BOWL SHAFT 1.68X44.25 W/1.18-TPI TOP 494.00 494.00 8 EA LINE SHFT CPLG 1.18X4.00 08TPI 45.00 360.00 1 EA LINE SHFT CPLG 1.50X4.00 08 TPI SS 87.00 87.00 1 LS Materials Needed for Rehab(Chemicals and Sonar Jetts) 1,750.00 1,750.00 *Applicable taxes not included NOTES: 1)Payment Terms Net 30 Days. 2)Prices Valid For 7 Days From Date of Quotation. TOTAL MATERIALS $13,436.00 LABOR QNTY UNITS DESCRIPTION PRICE TOTAL 1 LS 'Shop labor for bowl assembly 1,250.00. 1,250.00 1 LS Mobilzation of technition and 2 man pump crew to sonar jett and perform rehab per attached Scope Letter. 5,250.00 5,250.00 TOTAL LABOR $6,500.00 TOTAL PROJECT $19,936.00 The undersigned Purchaser hereby instructs Layne Christensen Company(Contractor),to proceed with the work described with the understanding that the Terms and Conditions shown on the reverse are hereby incorporated as part of this Quotation and with the specific understanding that Contractor will not be held liable for any damage in any way whatsoever for failure to complete the described work,nor for any injury or damage resulting from Contractor's efforts to perform such work, or for delay on Contractor's part in completing same. All work described herein will be provided as quoted above or on a cost plus basis at the hourly rates provided. All quotes indicated, if any, are estimates based on the best information available prior to beginning work. As the scope of work changes,revised quotations will not be issued unless requested. Purchaser's pumps,motors,parts and/or accessories may be stored by the Contractor for thirty(30)days from the date of invoice or other written notice from Contractor. After said thirty(30)days,disposal of such equipment may be made by the Contractor without incurring any liability. Purchaser Contractor Layne Christensen Company By: By: • reCe1.2 Title: Title: r roject Manider J.D.Squire Date: Date: 07/06/22 PO#: Are you tax exempt?(Circle One) YES NO Layne SITE SAFETY AND SITE CONDITIONS CHECKLIST CUSTOMER NAME: City of Omaha Parks and Recreation QUOTATION DATE: PROJECT DESCRIPTION: Please check any of the following site safety or general site concerns that may apply to the above referenced project, provide a brief explanation, and return with signed Confirming Order. ❑ Overhead power, power drops, or other electrical concerns: ® Site access concerns or challenges for service equipment: ® Confined space issues: ® Rooftop access hatch or building removal required: ❑ Work hours restrictions: ® Other issues / concerns: El Other issues / concerns: La ,ine A GRAMITE COMPANY TERMS AND CONDITIONS LIABILITY OF CONTRACTOR: Contractor shall not be liable for any bodily injury,death,or injury to or destruction of tangible property except as the same may have been caused by the negligence of Contractor.In no event shall Contractor be liable for any delays or special,indirect,incidental or consequential damages.Purchaser agrees that the total limit of Contractor's liability(whether based on negligence,warranty,strict liability or otherwise)hereunder,shall not exceed the aggregate amount due Contractor for services rendered under this contract. All claims,including claims for negligence or any other cause whatsoever,shall be deemed waived unless made in writing and received by Contractor within one(1)year after Contractor's completion of work hereunder. INSURANCE: Contractor shall provide workers'compensation insurance,public liability and property damage insurance covering its employees and operation. Purchaser,at its option,may maintain such insurance as will protect it against claims arising out of the work. REIMBURSABLE COST: In addition to the hourly charge provided on the face of this contract,Purchaser will reimburse Contractor for travel and living expenses necessarily incurred by the Contractor in the performance of the work,minor incidental expenses such as ovemight mail,telephone and petty cash expenditures necessarily incurred,cost of removal of all debris if so directed by Purchaser,sales,consumer,use and similar taxes required by law and the cost of permits and all licenses necessary for the execution of the work. The foregoing costs shall be billed at actual cost plus fifteen percent(15%)unless otherwise agreed upon. PRICE ADJUSTMENT: Any cost estimates or time frames stated herein are subject to equitable adjustment in the event of differing or unforeseeable conditions,changes in applicable laws after the date of this contract,unforeseeable delays or difficulties caused by acts of God,Purchaser or any third parties. Prices of goods acquired by Contractor from others shall be adjusted to reflect Contractor's price in effect at time of shipment. The price of Contractor's goods will be adjusted to the price in effect at time of shipment in accordance with Contractor's current escalation policies or as specifically covered in this contract. TERMS: Thirty(30)days net from date of invoice. For extended projects,Contractor shall submit invoices on a monthly basis for any and all work completed and materials or equipment provided during the previous month. Past due invoices shall be subject to a delinquency charge of one and one-half percent(1-1/2%)per month(eighteen percent(18%)per annum)unless a lower charge is required under applicable law,in which case the lower rate shall apply. Purchaser agrees to pay all collection fees,attorneys'fees and costs incurred in the collection of any past due amounts arising out of this contract. Contractor shall have the right to immediately terminate this contract without further liability if Purchaser fails to make timely payment or otherwise materially breaches this contract. MATERIAL SHORTAGES AND COST INCREASES: If any portion of materials or equipment which Contractor is required to furnish becomes unavailable,either temporarily or permanently, through causes beyond the control and without the fault of Contractor,then in the case of temporary unavailability any completion time frames shall be extended for such period of time as Contractor shall be delayed by such above-described unavailability,and in the case of permanent unavailability Contractor shall be excused from the requirement of furnishing such materials or equipment.Purchaser agrees to pay Contractor any increase in cost between the cost of the materials or equipment which have become permanently unavailable and the cost of the closest substitute which is then reasonably available. DELAYS: If Contractor is delayed at any time in the progress of work by labor disputes,fire,unusual delays in transportation,unavoidable casualties,weather,or any cause beyond Contractor's reasonable control,then any completion time frames shall be extended by a reasonable period of time,at least equal to the period of delay. CHANGED CONDITIONS: The discovery of any hazardous waste,substances,pollutants,contaminants,underground obstructions or utilities on or in the job site which were not brought to the attention of Contractor prior to the date of this contract will constitute a materially different site condition entitling Contractor,at its sole discretion to immediately terminate this contract without further liability. ESCALATION: This contract is made with the understanding that Contractor will be able to begin and continuously proceed with its work on or before the proposed start date on the reverse side hereof. In the event Contractor is unable to commence its work on or before said date because the project is not ready for Contractor's work,Contractor will charge Purchaser the amount of increase in Contractor's cost attributable to such delay,plus Contractor's normal overhead percentage. GUARANTEE AND LIABILITY: Contractor warrants that its labor supplied hereunder shall be free from defect and shall conform to the standard of care in effect in its industry at the time of performance of such labor for a period of twelve(12)months after substantial completion of Contractor's work. Contractor agrees,to the extent it is permitted,to pass on any warranties provided by the manufacturers of materials and/or equipment furnished under this contract. Contractor itself provides no warranty,express,implied or otherwise,on any such materials or equipment. Contractor will not be responsible for:work done,material or equipment furnished or repairs or alterations made by others. For any breach hereunder,Contractor shall be liable only for the value of the installation work or,if it wrongfully fails to install,then its liability is limited to the difference between the contract price herein,and the value of other similar installation work. If Contractor's breach damages any materials or equipment furnished hereunder,Contractor shall only be liable for the value of such materials or equipment. Under no circumstances will Contractor be liable for consequential,special or indirect damages,including without limitation,any crop loss or damage, damage to other equipment,structures or properly,nor for any other similar or dissimilar damages or losses whether due to delay,failure to furnish or install,delay in installation,defective material or equipment,defective workmanship,defective installation,delay in replacing,nor for any cause or breach whatsoever. In any event,Contractor's total liability towards Purchaser for alleged faulty performance or nonperformance under this contract shall be limited to the total contract price. No materials,equipment or services contracted herein carries any guarantee not mentioned in this contract. THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,WHICH ARE HEREBY DISCLAIMED. TITLE AND OWNERSHIP: In case of default on Purchaser's part,Contractor shall have the right to enter the premises upon which any material or equipment furnished herein have been installed and retake such goods not then paid for and pursue any further remedy provided by law,including recovery of attorneys'fees and any deficiency to the maximum extent and in the manner provided by law. Such materials and equipment shall retain their character as personal property of Contractor until payment in full is received by Contractor,regardless of their mode of attachment. Unless prior specific written instructions are received to the contrary,surplus and replaced materials and equipment resulting from repair or installation work shall become the property of Contractor. DELIVERY: Shipment schedules and dates,expressed or implied,are contingent on normal conditions. Contractor will not be responsible for any delays in shipment or completion caused by factors beyond its control such as,but not limited to,suppliers'failures,accidents,work stoppages or operation of or changes in the law. Shipments will be made as promptly as Contractor's ability to obtain materials and/or equipment and scheduling will permit. No delay in shipments or variances from shipping schedule shall be cause of cancellation or any claim for damage. Any changes in layout or design requested after acceptance of this contract will be made at Purchaser's additional cost. Any such change and/or time taken to supply engineering data or to approve drawings will automatically extend shipping schedules. Equipment will be shipped"knocked down"to the extent Contractor considers necessary,with small parts stripped from equipment and crated. On and after delivery to the carrier for transportation to the Purchaser's site,Purchaser shall be responsible for all loss or damage to materials or equipment due to any cause,including but not limited to loss or damage resulting from casualty. INDEMNIFICATION: Purchaser agrees to indemnify and hold Contractor,its directors,officers,stockholders,employees,agents and subcontractors,harmless from and against any and all claims,demands,causes of action(including third party claims,demands or causes of action for contribution or indemnification),liability and costs(including attorneys'fees and other costs of defense)asserted and/or filed by Purchaser or any third party(ies),including without limitation Purchaser's employees,and arising out of or as a result of: (i)the presence of Contractor or its subcontractors at the job site, (ii)the work performed by Contractor or its subcontractors, or(iii)any negligent act or omission of Purchaser,its employees,agents, consultants,other contractors or any person or entity under Purchaser's control;except to the extent that such claims,demands,causes of action,liabilities or costs are caused by the negligence of Contractor or its subcontractors. INTERPRETATION: This contract shall be governed by and construed in accordance with the laws of the state of the job site location. If any term,provision or condition contained herein shall,to any extent,be invalid or unenforceable,pursuant to state law or otherwise,the remainder of the terms,provisions and conditions herein(or the application of such term,provision,or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable)shall not be affected thereby,and each term,provision and condition of this contract shall be valid and enforceable to the fullest extent permitted by law. ASSIGNMENT&SUBLETTING: Purchaser shall not have the right to transfer or assign its rights and/or obligations under this contract to any third party,related or unrelated,without the express written consent of Contractor. Contractor shall have the right to transfer,assign or sublet all or any portion of its rights or obligations hereunder,but such transfer,assignment or subletting shall not relieve Contractor from its full obligations to Purchaser unless such transfer,assignment or subletting is pursuant to the sale of Contractor,or the division of Contractor responsible for this contract,to a third party. MISCELLANEOUS: The terms and conditions set forth herein constitute the entire understanding of the parties relating to the work to be performed,and materials and equipment to be provided,by Contractor for the Purchaser. All previous proposals,offers,and other communications relative to the provisions of the subject work,oral or written,are hereby superseded, except to the extent that they have been expressly incorporated herein. Any modifications or revisions of any provisions herein or any additional provisions contained in any purchase order, acknowledgment,or other form of the Purchaser are hereby expressly objected to by Contractor and shall not operate to modify this contract. This contract shall take effect upon acceptance and execution by both parties.