•
SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this _ day of
→ 20 - by and between the City of Merced, a California Charter Municipal Corporation, whose address of record is 678 West 18'h Street, Merced, California 95340, (hereinafter referred to as "City") and Aqua Sierra, a Corporation, whose address of record is 13265 Bill Francis Drive, Auburn California, 95603, (hereinafter referred to as "Contractor").
WHEREAS, City is undertaking a project to Documentation Services for PLC Control Panels; and,
WHEREAS, Contractor represents that it possesses the professional skills to provide electrical and documentation services in connection with said project.
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants hereinafter recited, hereby agree as follows:
SCOPE OF SERVICES. The Contractor shall furnish the following services: Contractor shall provide the electrical services described in Exhibit "A" attached hereto.
No additional services shall be performed by Contractor unless approved in advance in writing by the City, stating the dollar value of the services, the method of payment, and any adjustment in contract time. All such services are to be coordinated with City and the results of the work shall be monitored by the WWTF project manager or designee. However, the means by which the work is accomplished shall be the sole responsibility of the Contractor.
TIME OF PERFORMANCE. All of the work outlined in the Scope of Services shall be completed in accordance with the Schedule outlined in Exhibit "A" attached hereto and incorporated herein by reference. By mutual agreement and written addendum to this Agreement, the City and the Contractor may change the requirements in said Schedule.
3. TERM OF AGREEMENT. The term of this Agreement shall
commence upon the day first above written and end on June 30, 2029, with the option to renew for two (2) additional one (1) year periods.
X: \Agreements WWTP-General\2026\Services Agreement-_Aqua Sierra Inc.docx COMPENSATION. Payment by the City to the Contractor for actual ervices rendered under this Agreement shall be made upon presentation ot a voice detailing services performed under the Scope of Services, in accordanc with the fee schedule set forth in Exhibit "B" attached hereto and incorporated herein by reterence. The Contractor agrees to provide all services required under the Scope of Services in Exhibit "A" within the compensation amount set forth in Exhibit "B". For Contractor's services rendered under this Agreement, City shall pay Contractor the not to exceed sum of $190,246.
5. METHOD OF PAYMENT. Compensation to Contractor shall be paid by the City after submission by Contractor of an invoice delineating the services performed.
6. RECORDS. It is understood and agreed that all plans, studies, specifications, data magnetically or otherwise recorded on computer or computer diskettes, records, files, reports, etc., in possession of the Contractor relating to the matters covered by this Agreement shall be the property of the City, and Contractor hereby agrees to deliver the same to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials including but not limited to those set forth hereinabove, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.
7. CONTRACTOR'S BOOKS AND RECORDS. Contractor shall
maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Contractor to this Agreement. Any records or documents required to be maintained shall be made available for inspection, audit and/or copying at any time during regular business hours, upon oral or written request of the City.
INDEPENDENT CONTRACTOR. It is expressly understood that Contractor is an independent contractor and that its employees shall not be employees of or have any contractual relationship with the City. Contractor shall be responsible for the payment of all taxes, workers' compensation insurance and unemployment insurance. Should Contractor desire any insurance protection, the Contractor is to acquire same at its expense.
X: \Agreements WWTP-General\2026\Services Agreement-_Aqua Sierra Inc.docx 2 In the event Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, protect, defend, and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
9. INDEMNITY. Contractor shall indemnify, protect, defend (with legal counsel selected by the City, save and hold City, its officers, employees, and agents, harmless from any and all claims or causes of action for death or injury to persons, or damage to property resulting from intentional or negligent acts, errors, or omissions of Contractor or Contractor's officers, employees, volunteers, and agents during performance of this Agreement; Contractor shall indemnify, protect, defend (with counsel selected by the City) save and hold City, its officers, employees and agents harmless from any and all claims or causes of action for any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct, negligent acts, or omissions of Contractor or its employees, subcontractors, or agents, or by the quality or character of Contractor's work. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Contractor from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall survive the termination of this Agreement and shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.
10. INSURANCE. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense, the following insurance coverage:
a. Workers' Compensation Insurance. Full workers' compensation insurance shall be provided with a limit of at least One Hundred Thousand Dollars ($100,000) for any one person and as required by law, including Employer's Liability limits of $1,000,000.00 per accident. The policy shall be endorsed to waive the insurer's subrogation rights against the City.
X: \Agreements|WWTP-General|2026\Services Agreement-_Aqua Sierra Inc.docx 3 General Liability.
(i) Contractor shall obtain and keep in full force and effect general liability coverage at least as broad as ISO commercial general liability coverage occurrence Form CG 0001.
(ii) Contractor shall maintain limits of no less than One Million Dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage.
(ill) The City, its officers, employees, volunteers and agents are to e named as additional insureds under the policy, as respect iability arising out of work or operations performed by or o behalf of the Contractor.
(iv) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Contractor and its sub-contractors, and that any other insurance or self insurance maintained by City or other named insureds shall be excess and non-contributory.
(V) Contractor shall maintain its commercial general liability overage for three (3) years atter completion of the work an hall add an additional insured endorsement form acceptable t the City naming the City of Merced, its officers, employees, agents and volunteers for each year thereafter for at least three (3) years after completion of the work. Copies of the annual renewal and additional insured endorsement form shall be sent to the City within thirty (30) days of the annual renewal.
Automobile Insurance.
(i) Contractor shall obtain and keep in full force and effect an automobile policy of at least One Million Dollars ($1,000,000) per accident for bodily injury and property damage.
(ii) The City, its officers, employees, volunteers and agents are to be named as additional insureds under the policy, as respects automobiles owned, leased, hired or borrowed by the
Contractor.
X: Agreements\WWTP-General\2026\Services Agreement-_Aqua Sierra Inc.docx 4 The policy shall stipulate that this insurance will operate as primary insurance for work performed by Contractor and its sub-contractors, and that any other insurance or self insurance maintained by City or other named insureds shall be excess and non-contributory.
d. Professional Liability Insurance. Contractor shall carry professional liability insurance appropriate to Contractor's profession in the minimum amount of One Million Dollars ($1,000,000). Architects and engineers' coverage is to be endorsed to include contractual liability.
e. Cyber Liability Insurance. Consultant shall obtain and maintain Cyber Liability insurance in a minimum amount of One Million Dollars ($1,000,000) per occurrence or claim, One Million Dollars ($1,000,000) aggregate.
Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including, but not limited to, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information or personally identifiable information (PIl, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties and credit monitoring expenses with limits sufficient to respond to these obligations. Cyber Liability insurance must be maintained, and evidence of insurance shall be provided to CITY for at least two (2) years after completion of work under this Agreement.
f. Qualifications of Insurer. The insurance shall be provided by an acceptable insurance provider, as determined by City, which satisfies all of the following minimum requirements:
(i) An insurance carrier admitted to do business in California and maintaining an agent for service of process within this State; and,
(ii) An insurance carrier with a current A.M. Best Rating of A: VII or better (except for workers' compensation provided through the California State Compensation Fund).
X:lAgreements| WWTP-General\2026\Services Agreement-_Aqua Sierra Inc.docx 5 8. Certificate of Insurance. Contractor shall complete and file with the City prior to engaging in any operation or activity set forth in this Agreement, certiticates of insurance evidencing coverage as set forth above and which shall provide that no cancellation or expiration by the insurance company will be made during the term of this Agreement, without thirty (30) days written notice to City prior to the effective date of such cancellation-including cancellation for nonpayment of premium. In addition to any other remedies City may have, City reserves the right to withhold payment if Contractor's insurance policies are not current.
11. PREVAILING WAGES.
A. Labor Code Compliance. If the work performed under this Agreement falls within Labor Code Section 1720(a)(1) definition of a "public works" the Contractor agrees to comply with all of the applicable provisions of the Labor Code including, those provisions requiring the payment of not less than the general prevailing rate of wages. The Contractor further agrees to the penalties and forfeitures provided in said Code in the event a violation of any of the provisions occurs in the execution of this Agreement.
B. These wage rate determinations are made a specific part of this Agreement by reference pursuant to Labor Code Section 1773.2. General Prevailing Wage Rate Determinations may be obtained from the Department of Industrial Relations Internet site at http://www.dir.ca.gov/.
C. After award of the Agreement, and prior to commencing work, all applicable General Prevailing Wage Rate Determinations, if applicable, are to be obtained by the Contractor from the Department of Industrial Relations. Theses wage rate determinations are to be posted by the Contractor at the job site in accordance with Section 1773.2 of the California Labor Code.
D. Contractor agrees to include prevailing wage requirements, if applicable, in all subcontracts when the work to be performed by the subcontractor under this Agreement is a "public works" as defined in Labor Code Section 1720(a)(1) and Labor Code Section 1771.
12. NOTICES. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by: (i) personal service, (ii) delivery by a reputable document delivery service, such as, but not limited to, Federal Express, that provides a receipt showing date and time X: Agreements|WWTP-General\2026 Services Agreement-_Aqua Sierra Inc.doex of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above.
To City: City of Merced
678 West 18th Street
Merced, California 95340
Attention: City Manager
To Contractor: Aqua Sierra Inc.
13265 Bill Francis Drive
Auburn, California 95603
Attention: Josh Lane
13. ASSIGNABILITY OF AGREEMENT. It is understood and agreed that this Agreement contemplates personal performance by the Contractor and is based upon a determination of its unique personal competence and experience and upon its specialized personal knowledge. Assignments of any or all rights, duties or obligations of the Contractor under this Agreement will be permitted only with the express written consent of the City.
14. TERMINATION FOR CONVENIENCE OF CITY. The City may
terminate this Agreement any time by mailing a notice in writing to Contractor that the Agreement is terminated. Said Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for that percentage of the phase of work actually completed, based on a pro rata portion of the compensation for said phase satisfactorily completed at the time the notice of termination is received
15. CONFORMANCE TO APPLICABLE LAWS. Contractor shall
comply with its standard of care regarding all applicable Federal, State, and municipal laws, rules and ordinances. No discrimination shall be made by Contractor in the employment of persons to work under this contract because of race, color, national origin, ancestry, disability, sex or religion of such person.
Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. 1101 et seq.), as X:lAgreements WWTP-General\2026\Services Agreement-_Aqua Sierra Inc.docx 7 amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any agency or instrumentality of the federal or state government, including the courts, impose sanctions against the City for such use of unauthorized aliens, Contractor hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith.
16. WAIVER. In the event that either City or Contractor shall at any time or times waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or any other covenant, condition or obligation. Waiver shall not be deemed effective until and unless signed by the waiving party.
17. INCONSISTENT OR CONFLICTING TERMS IN AGREEMENT
AND EXHIBITS. In the event of any contradiction or inconsistency between any attached documents) or exhibits) incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control.
Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the City are not binding upon the City unless specifically agreed to in writing, and initialed by the authorized City representative, as to each additional contractual term or condition.
18. AMBIGUITIES. This Agreement has been negotiated at arms' length between persons knowledgeable in the matters dealt with herein. Accordingly, any rule of law, including, but not limited to, Section 1654 of the Civil Code of California, or any other statutes, legal decisions, or common-law principles of similar effect, that would require interpretation of any ambiguities in this Agreement against the party that drafted this Agreement is of no application and is hereby expressly waived.
19. VENUE. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this apreement shall be held exclusively in a state court in the County of Merced.
X:LAgreements\WWTP-General\2026 Services Agreement-_Aqua Sierra Inc.docx 8 AMENDMENT. This Agreement shall not be amended, modified, or otherwise changed unless in writing and signed by both parties hereto.
INTEGRATION. This Agreement constitutes the entire
understanding and agreement of the parties and supersedes all previous and/or contemporaneous understanding or agreement between the parties with respect to all or any part of the subject matter hereof.
22. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of the parties hereto warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of their entity and has/have the authority to bind their party to the performance of its obligations hereunder.
23. COUNTERPARTS. This Agreement may be executed in one or more counterparts with each counterpart being deemed an original. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterparts executed by the other parties hereto are in the physical possession of the party or parties seeking enforcement thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written.
CITY OF MERCED
A California Charter Municipal
Corporation
BY:
D. Scott McBride
City Manager
X: Agreements! WWTP-General\20261Services Agreement-_Aqua Sierra Inc.docx 9 ATTEST:
D. SCOTT MCBRIDE, CITY CLERK
BY:
Assistant/Deputy City Clerk
APPROVED AS TO FORM:
CRAIG J. CORNWELL, CITY ATTORNEY
By: Graig Cornell 6-5-2026
City Attorney
ACCOUNT DATA:
M. VENUS RODRIGUEZ, FINANCE OFFICER
BY:
Verified by Finance Officer
{Signatures continued on next page}
X: \Agreements\ WWTP-General\2026\Services Agreement-_Aqua Sierra Inc.docx 10 CONTRACTOR
AQUA SIERRA CONTROLS, IN C.
BY:
(Signature)
JOsH UNE
(Typed Name)
Its: PRESIDONT
(Title)
BY:_
(Signature)
(Typed Name)
Its:_
(Title)
Taxpayer I.D. No. 68-0026662
ADDRESS: 13265 BILL FRANCIS DelVE
AUBURN, CA 95603
TELEPHONE: 530-823-3241
FAX: N/A
E-MAIL: [email protected]
X: \Agreements\WWTP-General\2026\Services Agreement-_Aqua Sierra Inc.docx 11 •
Exhibit A
SCOPE OF SERVICES
1. Site Assessment and Data Collection
• Conduct on-site discovery and inspections of all 11 PLC Control Panels during normal operating hours coordinating with plant staff to minimize plant disruptions. • Gather existing documentation, schematics, and as-built drawings. • Interview plant operators and maintenance staff to understand panel functions, historical modifications, and operational nuances.
• Identify and catalog all components, including wiring, relays, sensors, controllers, and interfaces.
1.1 Documentation Development
• Create detailed technical documentation for each control panel, including but not limited to:
As-built electrical schematics and wiring diagrams using AutoCAD software. • Panel elevation layout drawings, including front views, internal configurations, and labeling.
• Functional descriptions, including input/output mappings, equipment names and tags, wire labels, and interdependencies with other plant systems.
Inventory lists of parts, including manufacturer details, part numbers, and recommended spares.
• Ensure documentation complies with industry standards (e.g., NFPA 70E for electrical safety, ISA standards for instrumentation).
• Produce both digital (PDF, editable CAD files) and printed versions of the control panel drawings.
1.2 Quality Assurance and Deliverables
• Perform field verifications to confirm accuracy of submitted documentation. • Deliverables include:
Sample submittal for one (1) control panel complete with the following, at minimum:
• Title Block
• Index Sheet
• Legend & Abbreviations Sheet
Schematic Symbols
• Abbreviations
• Wiring Information Table
Line Types
• General Notes
• Control Panel Elevation
• Back panel Layout
• Nameplate Legend
• Bill of Materials
• 120VAC Power Distribution Diagram
• 24VDC Power Distribution Diagram
• Digital Input Wiring Diagrams
• Digital Output Wiring Diagrams
• Analog Input Wiring Diagrams
• Analog Output Wiring Diagrams
• Electronic files (PDF and CAD)
• City provides review comments within 2 weeks
• Review meeting with the City
Three (3) formal submittals containing individual documentation packages for each of the eleven (11) control panels.
• 75% Submittal
• Electronic files (PDF and CAD)
• City provides review comments within 2 weeks
• Review meeting with the City
95% Submittal
Electronic files (PDF and CAD)
• Two (2) printed 11x17 copies
• Draft Final Report
• City provides review comments within 2 weeks
• Review meeting with the City
• Final Submittal
• Electronic files (PDF, CAD, plus all other project files) • Two (2) printed 11x17 copies
• A master index or database linking all panels.
• Training materials and 4-hour on-site training session for plant staff on using the new documentation.
Final report summarizing findings, recommendations for improvements, and any identified risks or deficiencies.
• Editable CAD files, spreadsheets, and all supporting documents in their native formats.
• All CAD work shall be developed with Autodesk AutoCAD Version 2025 with the following requirements:
• Drawings must be fully vector-based with no duplicate base points or entities to maintain editability. Image-based Xrefs (e.g., raster attachments like JPEG, PNG, or TIFF files) and scanned content introduce non-editable elements, which can complicate scaling, printing, and modifications.
• All sheets must use native AutoCAD line types (e.g., continuous, dashed, center) and fonts (e.g., Romans, Simplex, or TrueType equivalents like Arial) to ensure they are editable without requiring custom files. Custom line types or fonts must be provided as part of the submission package if used, but preference is given to built-in standards for consistency. This applies to every sheet, including details, schedules, and annotations.
• All AutoCAD drawings submitted must be provided in a single DWG file per sheet. No X-Refs or nested X-Refs (External Referenced Drawings) are permitted. Do not include image-based Xrefs, raster attachments, or scanned images using the AutoCAD "Image" command.
Failure to comply will result in rejection of a submittal. • All work produced by the consultant becomes the property of the City.
1.3 Project Timeline
Project duration: 26 weeks from notice to proceed.
• Project kickoff: Within 2 weeks from notice to proceed. • Sample Submittal: Within 8 weeks of kickoff.
• 75% Submittal: Within 16 weeks of kickoff.
• 95% Submittal: Within 20 weeks of kickoff.
• Final Submittal: Within 24 weeks of kickoff including revisions based on feedback. • The contractor must adhere to all site safety protocols, including PPE requirements, lockout/tagout procedures, and confined space entry if applicable.
Exhibit B
Aqua Sierra Controls, inc.
13265 Bill Francis Drive, Auburn, CA 95603
Cell (530) 305-3390 Office (530) 823-3241
[email protected] www.aquasierra.com
CA Contractors License A, C-10 474023
1 A CA Small Business Certification #1162
CA DIR #1000003631
SCADA & PLC Programming - UL508A Panel Shop - MCCs & Switchboards NIST Traceable Instrument Calibrations & Maintenance
City of Merced Public Works
1776 Grogan Avenue
Merced, CA 95341
Attention: Mr. Bill Osmer
Phone:
Email: [email protected]
Subject: Proposal & Scope of Wor
roject: Wastewater Treatment Facility Documentation Services for PLC Control Panel Proposal # QJ09720
April 21, 2026
Mr. Osmer,
The following is our scope of work and proposal to provide comprehensive documentation services for eleven (11) control panels within the plant for the Wastewater Treatment Facility Documentation Services for PLC Control Panels Project. We have received no addendums). Our proposal is good for (60) sixty days.
Scope of Work
• Submittals
• As-built drawings (AutoCAD, PDF and Printed)
• Build of materials
• Point to point I/0 testing
• Instrument verification
• Field acceptance testing
Review meetings
Training materials
• Training
Proposal Total $190,246.00 (Cash, Check, ACH, Wire Transfer) 1 Included
• Shipping and handling
• Sales tax
• Travel and mileage
Hotels and meals
Prevailing wage rates
Exclusions
• Items not in our scope of work
Specialty insurance beyond our standard five million dollars coverage Bonds, fees or permits
Union requirements or signatories
Third party testing
• Confined space entry
• NETA testing
• Power studies, arc flash study, arc flash stickers or short circuit analysis • Interconnect drawings
• Loop drawings
Single line drawings or P&IDs
Functional descriptions or controls descriptions
Please let me know if you have any questions.
Thank you,
Josh Lane, President
AS
AVUA I E RRA
2 TERMS AND CONDITIONS OF SALE
The Terms and Conditlons of Sale set forth heroin, and Supplernente that may be attached hereto, coneltuta the full and final expression of the contract of equipment or services as described in the quotation between AQUA SIERRA CONTROLS, INC. (herein referred to as Seller) and the Buyer and supersodas all prior quotations, purchase orders, correspondence as communication whether written of oral between the seller, and the Buyer. Nothstanding any contrary language in the Buys's purchase order or other acceptance, Buyer shall be bound by these Toms and Conditions of Saie when H retums its purchase order or otherwisa indicates acceptance of this contract, or whan it accepts dalivery from Seiler of the Equipment or Senice. ACCEPTANCE OF THE CONTRACT IS
EXPRESSLY LINITED TO ACCEPTANCE OF THESE TERMS AND CONDITIONS OF SALE STATED HEREIN AND ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY BUYER ARE
REJECTED UNLESS EXPRESSLY AGREED TO IN WRITING BY
THE OFFICER OF THE SELLER. No contract shell exist except as heroin provided. No statement, represenlation or warranty not conlained here shall be binding on the Saler unions made in witting by an officer or other authorized rspreeshtativo of the Bellor. Prior dealings, usage of the trade or a course of performance shai not be relevant to determine the maening of this agreamant aven through the accepting or acquiescing party had knowladge of the nature of the performance and opportunity for objection. Whanaver a term defined by the Unifom Commercial Gode is used herein, the denition contained in the Code shall be controlled.
ORDERS
All orders, where Equipmani ar Servicas are to be suppilad for a specifia order, are recalvad subject to acceptance by an authorized representativa of Seller. Al orders muat be firm commitments avina comblete item descrioton. Induding prices, quantity, installation, and shipping regulrements. Typographical and derical emora in quotations, orders and acknowladgments are subject to combation.
PRICES
Written quatalons expire thirty (30) calendar days from the date of quotation unless withdrawn soner. Verbal quotatans expire twenty-four (24) hours after they are made. Prices on an Order requesting shipment or performance longer than three (3) months from date of onder, and "Held" orders which are not releasad in time to be shipped of performed in thres (3) months, may be revised at the option of Seller. Any increase In Seller's costs assodated with Ihe imposition of new tariffs after the date of quotation may be passed through to Buyer.
CREDIT
Buyers not having established credit ratings with Seller should sand salsfactary crodit information with finst order or remit a certified check to avoid delay in filing orders.
MINIMUM BILLING
Orders for Sarvice performed in Seller's Shop shall have a minimum biling time of two (2) hours. Onders for Service performed In the field" or at the Buyer's placa of business shal have a minimum biling tima of four (4) hours. Bling me for Servicas performed away from Seller's Shop shall be determined on a "portal to portal" basis.
TERMS OF PAYMENT (SERVICE)
Terms of payment to Buyers with salisfactory credit at 1% cash discount far payment within 15 days of the date of the Invoice and net invoice amount for payment net 30. Involces will be submitted as partial shipments of equipment are made. Seller reserves tha right at arry t'ma to requira full or partial payment before proceeding with a contract of sale if, in its judgment, the financial condition of the Buyer ahall not justity the terms of payment spocifed. If Buyer defauts when payment is dun, then the whole contract arica shall became dua and payablo upon demand, or Soller, at its option, without prejudice to other lewful remedies, may defer delivary andlor partormance or cancal the contract of saie.
TERMS OF PAYMENT (CONSTRUCTION)
Terme of payment for major construction and automation projects hased on satisfactory cuitomer credit aithat by prior approved prolacts or by approved financial cradit applications. Without prior credit appraval, the customer must pay in edvancs only a 25% gaod faith deposit against equipment being purchased far any given project. The seller has the right to waive the deposit requirement Otherwise, our terms for payment will follow the standand construction billing process based on por cant of project completion invaldng. Invoices will be submited monthly or more frequently based on contrect requirements for labor, parts and materials services delivered to the project site.
ACCELERATED OR DELAYED PAYMENT
There will be no reductian in price for paymenia more favorable to Seller than the standard terms. If payments are not made in conformance with standard terms, the quoted price shall, without prejudice to the right of Seller to Immediate paymant, be increased by an amount of intorest equni to ast legal rada per month or fraction tierect on the unpaid belanca. Seller reserves the right to rafer for collsction sums not paid by Buyer within the heroin stated Torms of Payment In the chaoses to refer unpald sums for colection of said suma, collection costs include but are not limitad to colaction agency fees, process fesa, attornay's foes and costs, and court costs as ich omer costs, that are directy relatod to colacion.
BHIPMENT AND RIBK OF LOSS
All shipments ara F.O.8, the place of shipment. Risk of loss or damage to the Equipment shall pass to Buyer al the F.O.B, point uniess tha Seller specialty agrees otherwise in writing.
The sefer's price does not Indude the cost of packaging for ahipment. Charpes far standard packaging wil be Imposed plus any additional special packaging or marking parformed at Buyer's request and agroed to by Seller. The ceat of such hems is de terminable anty upon completion and wil i appear an a coparate ltem on Galler'a Invoice.
GENERAL TRANSPORTATION
Seller will prepay and add tre coat of common carier transportation charges as a sapi ilam an Seller's Invoice. Selier, in the absence of draction bafore tha data of shipment, will select melhod of shipment of goode. if Buyer prefens a certain method of forwerding agent to handle t mplate wiltten Instructons must be given. All claims for loes, breakage and demage (obvious or concesied) should be made to carters, but Seller will ronder Buyer rossonable assistar g eatsfactory adjustment of such claims. Clatme for shortages or other estors must be made in writing to Seller within thirty (30) days afer receipt of shipment. Fallure to give notice ahall cors ad accoptance and a waiver of all such claims by Buyer,
SHIPPING AND ICE SCHEDULES
Whon tequeatad, Bollar wil onlablish estimated slipping and Service parforman practoal in accordenco with the Buyer's needs and wil exarden digence in mealing such ostimated scheduie. Howevar, Seller will not be responsible for deviations in mee ping or Service performanco schedules nor for any losses or damages to Buyer (or arry third persons) whather occacionad by the deviations in performance or the non-performance of any s contract, or loss of or damage to goads when caused directly or indiractly by or in any manner arising from trikes. secondary boycott, dots. fires, no vandalism, govemment embargoes, priorites or regulalions, transportation delays, shortages of Inbor, fuel, nupplice, power transportation feciltios, losing capacity or similar or desin d Seller's control. Undar nu dircumstances shall Seller have any liabilty for panaltlos or othor consequential damages of arry kind maulting in whole or in part from Seller's delay in to deliver, any Equipment or Sarvice lo Buyer as agread. Shouid shipment of goda be held beyand scheduled dote for the cormerience of the Buyer, the Seller reserves the ERMIN gAL RACharge for werehousing, insurance, trucking and othar expenses incidants to such delity.
Order may be laminated by the Buyer oniy upon pryment of reasonable charge: expenses elready incurred and commitmenta made by Soller, Terminaton charges on completed teme will be 100% of the selling price. Buyer at any time, by timely written notice, ma alteration af any order In any one or more of the following which will be accopled by Beller whers feasible: (1) Drawingo, designs or specifications, where the order calls for items la be s manufactured for the Buyar, (2) malhod of shipment or packing; and (3) place of delivery. i any such alteration causes an increase or decrease in the cost of, of the time required for the pe any of the work under this contract, whather allered or not akered by Buyer's notice, an equitable adjustment shall be made in the contract price or delvery schedute, or both, and the be modified In wilding accordingty. The buyer will provide witten documentation of all changes affecting the contract order price in the form of change orders or additional purchase orders, prior to order shipment.
RANTHES
Equipment - The Setter warrants the Equipment covered by this agreement of Sale to be free from defects in material and workmanship under normal care and proper 68ge the shorter of: (1) ane yeer from the date of shiament of Installation whichever is cartior, or (2) the period of tha 1 warranty of the original equipment manufacturer, Wilchaver is shouter. Warranty covers parts and the labor
resontations made by adverteomonts or by agents and all other sold is as described in the Agrepmont of Sals, but no promieo, description, affirmation of fact, samplo, model, or reprosentalion, oral or written, sholl ba doored a part af to Agroomans of Sala unlosa sel forth therein or harein or are made in writing and signad by an autharized reprasentative of Selier.
Seller, in connection with Equipment covered and soid pursuant to the Agreement of Sale, agrees to either (1) correct any defect in workmanship or material which may davelop under proper care and normal uage during the period of warranty set forth herein; or (2) at the option of Soller, ta replace or repair the datective part or parts F.O.8. the place of ahipment; or (3) to repay upon rotum of the defactiva part or parts, the prica paid for such Equipment by Buyer. Buyar'a remedies with respect to any Equipment fumished by Saler under the Agrement of Sels shall he limited exclusively to tha right of replecement and/or rapair or rapeyment of the purchace price as provided herein.
Service Labor - Seller warrants that the Service Labor and workmanship covered by this Agrament of Sale to be free from defocts for a period of thirty (30) days fram the dete of complation of much Service Labor, and that the tom Servico Labor Inaludes traval and expenses on a portal-to-partal beels.
Construction Labor - Sell warrants that the Comtruction Labor and Workmanship covered by this Agreement of Sale to be fres from defects for a period of ninety (80) daya from the date of completion of such Consiruction Labor, and that the term Construction Labor includes travel and expenses on a porta-to-portal basis.
THE REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT OR IMMEDIATE, FORESEEABLE,
CONSEQUENTIAL, OR SPECIAL ARISING OUT OF A BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, OR NEGLIGENCE Seller shall not be liabila for any squantos incurred by the Buyer or any other parton by reason of the una, of misuse, sale or fabrication of the Equipment regardless of whether tha Egulpment conforms to the specifications. Any lawsuit or Ingel claim for breach of contract must be brought wilhin ane year after the alleged brasch accus.
PENALTY OR LIQUIDATED DAMAGES
Cantracts which Include Penalty and Uquidated Damage dauses for falure to meet shipping or performance promises are not acceptable or binding on Seller, unloss such clauses ans pacifically accepted in writing by an officar of Aqua Siera Contrats, Inc.
RETURNS
Full credit wil be issued for all retumed matedal, buthorized in advance, which has been nocepted under warrenty of relumed as a result of Sellers incorrect material or quantities. In the case of Seller's error, ratum must be requested within 50 days of the date of invoice coverin the priginal shipment Buyer shall not initate the deductien from payment to Seller for product relumed to Salier.
WAIVER
e failure of Solar to inalt. In any one or mare Instances, upon the performanca of any of terms or condlians of this contract or the falure of Sailer to exercise any of Ita rohis horeunder ah & be construed as a waiver or rolloutshment of arry such term, condition, or right thereunder and shall not affect the Saller's right to insist on strict parformance and complance with rogard to a Unexecutad portions of this contract or future performance of these tarns and conditons.
EQUAL OPPORTUNITY
Seller warrants that goods shipped to Buyer under this Purchese Order will ba produced in compilence with the Fair Labor Standards Act. The nondiscrimination clauses contalned in saction 202, Exacutive Order 11246, as amanded by Executive Order 11375, relating to equal employment opportunity for all persons witout regard to race, color, sex, or national origin and ths implementing rules and regulations prescilbed by the Sachetary of Labor (41 CFR, Chapter 60) are incorporated herein. Version: 5/22/2025 3