Redondo Beach City Council
October 6, 2026

PURCHASE AGREEMENT
Contract No.: 40590
Supplier: Haaker Equipment Company
D/B/A Total Clean Equip.

Contact: Wilson Shyu, General Manager
Telephone: (909) 598-2706
Email Address: [email protected]
Address: 2070 N. White Avenue
La Verne, CA 91750
Financial ID: 40J.5J55.05 / 50J.4J55.05
Bid No.: FE-23-04-RFB

THIS MASTER PROCUREMENT AGREEMENT BETWEEN DISTRICT AND SUPPLIER FOR CUSTODIAL EQUIPMENT AND SUPPLIES ("Purchase Agreement") is entered into on this 4' Day of May, 2023 by and between the LOS ANGELES COMMUNITY COLLEGE DISTRICT, a community college district organized under the laws of the State of California ("District") and the undersigned Supplier ("Supplier") / Vendor ("Vendor").

ARTICLE 1

GENERAL PROVISIONS

1.1. BASIC DEFINITIONS
Capitalized terms used in the contract documents shall have the meanings assigned to them below. Capitalized terms not defined shall have the meanings assigned to them in, or if none is assigned as reasonably understood to apply to them by the context of, the portion of the contract documents where such terms are used.

1.1.2. Addendum means written or graphic information prepared and issued prior to the receipt of Supplier's Bid, which modifies or interprets the Bidding Documents by additions, deletions, clarifications, or corrections. replacing a particular item of Goods Applicable Laws means all statutes, ordinances, rules, regulations, policies and guidelines enacted by Governmental Authorities (including, without limitation, Environmental Laws and Disability Laws), codes adopted or promulgated by Governmental Authorities (including, without limitation, building and health and safety codes), lawful orders of Governmental Authorities and common law, including, but not limited to, principles of equity applied by the courts of the State of California, which are in effect at any time during performance of the Purchase Agreement or any Order.

Application for Payment (Invoice) means Supplier's certified application for payment or Invoice in accordance with the Contract Documents.

Award means the action of the Board of Trustees duly approving by resolution District's entering into the Purchase Agreement with Supplier.

Base Bid means the sum of money stated in a Bid for which the Bidder proposes to perform the obligations described in the Bidding Documents, exclusive of adjustments for Alternates.

1.1.7. Bid means the bid price submitted by Supplier to District in accordance with the Bidding Documents.

Purchase Agreement

1.1.25. Compliant Goods means the Goods described in Exhibit "D" hereto in strict accordance with the requirements of this Purchase Agreement and the other Contract Documents, including, without limitation, the Performance Specifications attached hereto as Exhibit "D"

1.1.26. Contract Documents means the following collection of documents governing Supplier's performance associated with an Order: (1) the Purchase Agreement between District and Supplier, Addenda issued prior to execution of the Purchase Agreement; (2) the Order; and (3) those documents, or those portions or provisions of documents that, although not listed among the documents described in Clauses (1) through (2) hereinabove, are expressly cross-referenced therein or attached thereto.

1.1.27. Date for Receipt of Bids means the date and time specified in the Notice to Bidders as the deadline for receipt of Bids, as amended by Addendum.

1.1.28. Day, whether capitalized or not, and unless otherwise specifically provided, means calendar day, including weekends and Holidays.

Defective Goods means any portion of the Goods, or the services provided by Supplier in connection therewith, that is unsatisfactory, faulty, omitted, incomplete, and deficient or does not conform to Applicable Laws, the Contract Documents or the requirements of any inspection, reference standard, test, code or approval specified in the Contract Documents.

1.1.30. Delay, whether capitalized or not, means any circumstances involving delay, disruption, hindrance or interference in the delivery of Goods.

1.1.31. Delivery Date means the Day designated in an Order for Completed Delivery of all or a portion of the Goods to a Destination, as adjusted for changes in the Delivery Date communicated to Supplier in accordance with District's rights under the Contract Documents and for extensions of time authorized by the Purchase Agreement.

1.1.32. Design Consultant means a person or entity under contract with District primarily responsible to provide design, engineering and related construction administration services to District for a project in which some or all of the Goods furnished by Supplier will be placed or incorporated.

1.1.33. Design Documents means all plans, drawings, tracings, specifications, programs, reports, calculations, models, presentation materials and other materials or documents containing designs, specifications or engineering information prepared by or at the request of District, including, without limitation, computer aided design materials, electronic data files and paper copies. The term "Design Documents" includes, without limitation, all building and other designs depicted therein, as well as the physical documents themselves.

1.1.34. Destination means the destination at a College campus designated in an Order for delivery of Goods.

1.1.35. Disability Laws means applicable federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any Government Authority, which regulate, relate to or impose liability or standards of conduct with respect to, or accessibility for, persons with disabilities, including, without limitation, the Americans with Disabilities Act (42 USCA§S 12101 et seq.) and the Fair Housing Amendments Act of 1988(42 USCA §$ 3604 et seq.).

1.1.36. Discovery Date, used in reference to Supplier's obligation to give written notice of certain facts, conditions or circumstances, means the earlier of the dates that Supplier either: (1) discovered such facts, conditions or circumstances, or (2) should have discovered such facts, conditions or circumstances in the exercise of reasonable care practiced by the those furnishing materials of the same or similar type to those provided for purchase under the Purchase Agreement.

1.1.37. District means the Los Angeles Community College District, a community college district organized under the laws of the State of California, acting through its Chancellor, Executive Director or their designees designated by him/her to act on his/her behalf.

Purchase Agreement

1.1.47. Hazardous Substance means: (1) any chemical, material or other substance defined as or included within the definition of "hazardous substances," "hazardous wastes," "extremely hazardous substances," "toxic substances," "toxic material," "restricted hazardous waste," "special waste", "contamination" or words of similar import under any Environmental Law, including, without limitation, the following: petroleum (including crude oil or any fraction thereof), asbestos, asbestos-containing materials, polychlorinated biphenyls ("PCBs") and PCB-containing materials, whether or not occurring naturally; or (2) any substance that because of its quantity, concentration or physical or chemical characteristics poses a significant present or potential hazard to human health and safety or to the environment, and which has been determined by any Governmental Authority to be a hazardous waste or hazardous substance.

1.1.48. Holidays means: (1) Martin Luther King Day; Presidents' Day; Cesar Chavez Day; Memorial Day; Fourth of July; Labor Day; Veteran's Day; Thanksgiving (two Days); Christmas (two Days); and New Year's (two Days); and (2) any other holidays hereafter declared by the executive or legislative branches of the United States or State of California as legal holidays and recognized as such by District.

1.1.49. Indemnitees means those persons or entities listed in Paragraph 5.13.1, below, as the "Indemnitees".

1.1.50. Instructions to Bidders (AKA Request for Bids) means the portion of the Bidding Documents setting forth the requirements to be followed by Bidders in preparing and submitting Bids.

1.1.51. Los Angeles Community College District or LACCD mean the Los Angeles Community College District.

1.1.52. Loss, Losses mean any and all economic and non-economic injuries, losses, costs, liabilities, claims, cost escalations, damages, actions, judgments, settlements, expenses, fines and penalties. "Losses" do not include attorney's fees or court costs, whether arising as an expense or cost of legal proceedings to which Supplier is a party or as a consequential damage claimed against Supplier by any third person or entity.

1.1.53. Lot means a quantity of Goods, of any amount and from one or any combination of Product Types that is designated by District in an Order.

1.1.54. Purchase Agreement means the written Purchase Agreement between District and Supplier for Purchase of Goods contained in the Bidding Documents and executed between District and Supplier.

1.1.55. Master Files Archives System means the master filing system prepared by or at the request of District whereby all documents (electronic and hard copy) are stored for ready access by District, auditors of District or other authorized persons.

Modification means a written agreement between District and Supplier that amends, adds to or revises the provisions of the Purchase Agreement or other Contract Documents.

Non-Collusion Declaration means the form, so titled, required by the Bidding Documents to be submitted by Bidder.

Notice of Completed Delivery means a written notice issued by the College Project Director or District Consultant confirming Completed Delivery.

1.1.59. Notice of Delivery means a written notice required to be issued by Supplier notifying District placing an Order of the date of anticipated delivery of the Goods covered by such Order.

1.1.60. Notice of Intent to Award means a written notice issued by or on behalf of District stating its intent to Award the Purchase Agreement to Supplier.

1.1.61. Notice to Bidders means a written notice issued by or on behalf of District inviting submission of Bids.

Purchase Agreement

1.1.78. Services means additional Services as requested in the Bidding Documents which are required beyond the cost of Goods as defined in the Bidding Documents.

1.1.79. Shop Drawings means drawings, diagrams, schedules and other data specially prepared by Supplier or a Sub-Supplier to illustrate some portion of the Goods.

1.1.80. Site means: (1) a parcel(s) of land that is (are) owned or leased by District for use by a College; and (2) all areas adjacent to such parcel(s) that may be used by Supplier or Sub-Suppliers for preparation, drop off or delivery of Goods.

1.1.81. Sub-Supplier means a person or entity that has a contract to perform some portion of the obligations of Supplier under the Contract Documents, including without limitation, suppliers, manufacturers and vendors, of any and every Tier. Sub-Supplier does not include suppliers of raw materials that are furnished to Supplier for processing or manufacture by Supplier or a Sub-Supplier.

1.1.82. Submittal means Shop Drawings, Product Data, Samples and other detailed designs, exemplars, fabrication and installation drawings, lists, graphs, owner's instructions and similar documents required to be submitted by Supplier under the Contract Documents.

1.1.83. Substitution means an item of Goods proposed by the Bidder or Supplier in place of that specified in the Bidding Documents and Contract Documents.

Substitution Request Form means the form, so titled, that is part of the Bidding Documents and that the Bidders are required to use when requesting a Substitution.

1.1.85. Supplier (aka Vendor) means the person or entity under contract with District pursuant to the Purchase Agreement.

1.1.86. Supplier's Own Expense, when used in the Contract Documents with regard to a stated circumstance, means that Supplier agrees to pay for any Loss associated with such circumstance without reimbursement by District and without extension of a Delivery Date. References to Supplier's Own Expense in relation to a set of circumstances stated in one portion the Contract Documents shall not be interpreted as implying that such circumstances are the sole or exclusive circumstances under which Supplier is responsible to bear, at its own expense, risk or cost without compensation or reimbursement by District.

1.1.87. Tier means the contractual level of a Sub-Supplier with respect to Supplier. For example, a "first- tier" Sub-Supplier is a supplier that has a direct contract with Supplier. A supplier that has a direct contract with a first- tier Sub-Supplier is in the "second tier," and so on. Use of the phrase "of every Tier", or similar phraseology, in the Contract Documents shall not be interpreted as implying that other provisions of the Contract Documents, where such phrases are not used, are intended to be limited application to only the first Tier or to only certain Tiers of Sub-Suppliers.

1.1.88. Unexcused Delay means any Delay that is not an Excusable Delay, including, without limitation, Delays for which Supplier is not permitted an adjustment to a Delivery Date due to Supplier's failure to comply with the requirements of the Purchase Agreement pertaining to proper and timely notice and proof of entitlement to an extension of time for Excusable Delay.

Worker's Compensation Certificate means the statement, completed by Bidder in the form specified in the Instruction to Bidders, evidencing the Bidder's compliance with the worker's compensation insurance requirements of the Bidding Documents and Applicable Laws

1.1.90. Working Day means any Day other than Saturdays, Sundays and Holidays.

1.2. PARTIES

1.2.1. District and Supplier. The parties to the Purchase Agreement are Supplier and District.

Purchase Agreement

Documents. Any obligations performed by Supplier under circumstances in which Supplier was obligated, but failed, to timely seek such clarification shall be at Supplier's own risk.

1.3.11. Conflicts. All conflicts in the Contract Documents shall be reported to District, in writing before proceeding with the preparation or performance affected thereby. Notwithstanding the order of precedence provisions set forth in this Paragraph 1.3.11, in the event of conflict between any provision of the Contract Documents, the provision placing a more stringent requirement or greater burden on Supplier or requiring the greater quantity or higher quality shall prevail, unless otherwise directed by District in writing. Conflicts that cannot be so resolved shall be interpreted in accordance with the following order of precedence (the first being the highest order of precedence):
.1 Applicable Laws (provided, however, that where the Contract Documents require standards higher than those of Applicable Laws, the Contract Documents shall control). 2 Orders.
.3 Addenda.
.4 Purchase Agreement and Exhibits.

1.4. OWNERSHIP AND USE OF DESIGN DOCUMENTS

1.4.1. Rights of District. With the exception of Proprietary Information, all Design Documents, Contract Documents and Submittals (including, without limitation, all electronic versions and paper copies thereof), including, without limitation, all designs and building designs depicted therein, are and shall remain the sole and exclusive property of District on whose behalf they were prepared. With respect to Proprietary Information, Supplier hereby grants to District an irrevocable, non-exclusive license to use and reproduce such Proprietary Information for the purposes solely related to the use, maintenance or replacement of the Goods covered by such Order.

1.4.2. Supplier License. Without derogation of District's rights under this Paragraph 1.4, Supplier and the Sub-Suppliers are granted a limited, non-exclusive license, revocable at will of District, to use and reproduce applicable portions of the Contract Documents and Submittals owned by it as appropriate to and for use in the performance of Supplier's obligations under the Contract Documents and for no other purpose.

1.4.3. Document Availability. Supplier shall at all times during performance of its obligations under the Contract Documents keep and make available at a location in the County of Los Angeles, for inspection by District and such others as requested by District, a complete set of the Design Documents, Contract Documents and Submittals.

Delivery to District. All Design Documents, Contract Documents and Submittals (including electronic versions and paper copies) in the possession of Supplier or the Sub-Suppliers pertaining to Goods covered by an Order shall be returned to District upon the earlier of Completed Delivery of the Goods covered by the Order or termination of the Purchase Agreement; provided, however, that Supplier and the Sub-Suppliers shall have the right to retain one (1) copy of the Contract Documents and Submittals as a permanent record.

1.4.5. Reproduction. Supplier shall, at Supplier's Own Expense, from reproducible prints provided by District, provide all reproduction and distribution of copies of Design Documents, Contract Documents and Submittals as necessary for the complete performance by Supplier.

Sub-Suppliers. Supplier shall take all necessary steps to ensure that a provision is included in all contracts with the first-Tier Sub-Suppliers, establishing, protecting and preserving District's rights as set forth in this Paragraph 1.4.

ARTICLE 2
TERM
The term of the Agreement is three (3) base years and two (2) one-year options at the sole discretion of the District. The base year term begins to run from the date of approval of this Purchase Agreement by the Board of Trustees of the Los Angeles Community College District or until the earlier of either of the following occurrences: (1) purchases are made Purchase Agreement

3.4.2. Access, Inspection, Copying. Supplier shall allow, and shall be responsible for requiring its first-Tier Sub-Suppliers to allow, District, and its authorized representatives), auditors, attorneys and accountants, upon two (2) Working Days' notice, full access to inspect and copy all books and records that Supplier is required to maintain pursuant to Paragraph 3.4.1, above, at a location within the State of California.

3.4.3. Confidentiality. It is understood that any such books and records that contain Proprietary Information and that are marked by Supplier or its Sub-Supplier as follows: "CAUTION: This Document Contains Proprietary Information Subject to Disclosure Conditions Contained in Paragraph 3.4 of the Purchase Agreement to the Purchase Agreement dated _ [date of Purchase Agreement must be inserted] executed by of Supplier must be inserted]", shall be treated as confidential. District assumes no obligation of confidentiality with respect to any Proprietary Information that is not so marked. Disclosure of such marked, Proprietary Information shall not be made to any employee or representative of District or their auditors, attorneys and accountants without a need to know for purposes of exercising or fulfilling District's rights and obligations under the Contract Documents or Applicable Laws, nor shall Proprietary Information be disclosed to any third party except as required by Applicable Laws. In the event that such marked, Proprietary Information is required to be disclosed pursuant to any Applicable Law or pursuant to any order of any court of competent jurisdiction, District will: (1) immediately notify Supplier of such request or demand; and (2) as soon as possible, but at least ten (10) Days prior to making any such disclosure of such Proprietary Information, provide Supplier with a written, detailed description of the matter pertaining to the demand for disclosure, thereby allowing the opportunity to defend against such disclosure. The confidentiality of Proprietary Information that is received and marked as provided herein must be preserved as provided in this Paragraph until such time as such Proprietary Information is returned or destroyed in accordance with this Paragraph or if not returned or destroyed such confidentiality shall be preserved in perpetuity for so long as such Proprietary Information exists in the possession and

3.4.4. Return and Destruction. District assumes no obligation with respect to preservation, return or destruction of books and records provided to it by Supplier other than those books and records that constitute Proprietary Information that has been marked in the manner provided for in Paragraph 3.4.3, above. Supplier shall have the right at any time within one (1) year after expiration of the Term of the Purchase Agreement to request that originals and all copies such marked, Proprietary Information be returned to Supplier. Provided that District, in the exercise of its sole and absolute discretion, determines that it no longer has a need for such Proprietary Information, it shall be returned to Supplier. Otherwise, District shall return it to Supplier within a reasonable time after District determines, in its sole and absolute discretion that such need no longer exists. If return of such Proprietary Information is not so requested by Supplier within one (1) year after the expiration of the Term of the Purchase Agreement, it may be destroyed by District.

3.4.5. Pricing Data. Except and unless ordered to do so by a court or arbitrator for good cause and as part of a pending legal or arbitration proceeding, under no circumstances shall Supplier or its Sub-Suppliers be required or obligated to disclose the pricing, costing, or other financial information regarding raw materials or off-the-shelf components.

3.4.6. Specific Enforcement by District. Supplier agrees that the obligation of Supplier and of the Sub- Suppliers to provide access to its books and records as required by this Paragraph 3.4 shall be specifically enforceable, aidavis submited to such cour and without the necessity of oral testimony, 0 compel Supplierito per i ace on. inspection, audit and/or reproduction of such books and records.

ARTICLE 4

COMPENSATION

4.1. PURCHASE PRICE

4.1.1. Purchase Price Amount. Supplier's compensation for performance in accordance with the Contract Documents is the Purchase Price, which is comprised of the unit price for the Goods as set forth in the Supplier's Bid on the Bid Form for Discount Off-List Price attached hereto as Exhibit "C", plus Applicable Sales Taxes shown as a separate line item on quotes and invoices.

4.1.2. All-Inclusive Price. Without limitation to the foregoing, the Purchase Price for the Goods delivered by UPS Ground includes compensation for all costs of shipment, delivery and set-up of the Goods to the Destination at the Purchase Agreement

limitation, payment of compensation to Supplier and ordering of Changes to Work, are rights and obligations that are to be exercised or performed by the District only and not by the Purchasing Agent. Orders for Goods under the Purchase Agreement shall only be permitted if made, and shall not be honored by Supplier unless requested, pursuant to an Order issued by the Purchasing Agent to the Supplier. Purchases by the District or Designated Districts and Agencies of Goods under this Purchase Agreement by any other means is prohibited.

4.4.3. Separate Destinations. A separate Order shall be issued for each Lot of Goods ordered by District for delivery to a different Destination.

4.4.4. Supplier Proposals. With respect to any Order placed by District, the District will not be bound by any provisions contained in any of Supplier's proposals, purchase orders, acknowledgements, counter-offers, invoices, acceptances or other documents prepared by Supplier (whether or not attached, referenced or incorporated in the terms of the Order) that contain terms or conditions that in any way differ from or are an addition to the terms and conditions of the Order and this Purchase Agreement and District's failure to object to such different or additional provisions will not be deemed an acceptance of such different or additional terms and conditions nor a waiver of the terms and conditions set forth in the Order and this Purchase Agreement.

4.4.5. Cancellation without Charge. The District shall have the right to cancel an Order, without incurring any responsibility or liability to Supplier, in the following circumstances: (1) District shall have the right to cancel any Order, or portion of an Order, of Goods, at no cost to the District and without any charge or cancellation fee of any kind, provided that the District gives written notice to the Supplier of such cancellation within one (1) Working Day of Receipt of Order by the Supplier; and (2) District shall have the right, at no cost to the District and without any charge or cancellation fee of any kind, in the event of a termination of an Order due to Supplier default pursuant to Article 14 of the Purchase Agreement, to cancel the Order directly affected by such default as well as any other outstanding Order that involves the purchase of Goods that, because of their relationship to the Goods covered by the terminated Order, are rendered substantially less useful or valuable to the District as a result of the such termination.

4.5. OTHER DESIGNATED DISTRICTS AND AGENCIES
ACCEPT 4.5 X REJECT 4.50
If Supplier or Vendor agrees, Districts or Agencies that qualify under Public Contract Code Section 20652 for purchases of Goods under this Purchase Agreement (Designated Districts and Agencies"), shall have the same rights as the Los Angeles Community College District to request performance of Work during the Term of this Purchase Agreement, without the necessity of further competitive bidding or other competition; provided, however, that any such requests must be made through the Purchasing Agent, who is the sole person or entity authorized to issue Orders under the terms of this Purchase Agreement. The Vendor agrees to perform the Work and Changes to the Work as ordered and requested by the Designated Districts and Agencies on and under the same terms and conditions as are available to District under the Contract Documents; provided however, that: (1) each such Order and request shall be deemed financially separate; (2) the Designated District or Agency making such Order or request shall be solely and separately responsible to Supplier for its financial and other commitments under the Contract Documents; and (3) no fiduciary responsibility, contractual obligation nor performance liability shall exist between the District and any of the Designated Districts or Agencies or between or among any of the Designated Districts and Agencies. Orders by Designated Districts and Agencies shall be complied with by the Supplier in accordance with the Supplier's obligations under this Purchase Agreement and the other Contract Documents. In addition, Supplier agrees to comply with such other customary contracting requirements of any Designated Districts and Agencies (including, without limitation, execution of any affidavits, certifications, bond requirements or other required documentation) that are consistent with the contracting rules, regulations or practices adopted and approved by the governing board or council for such Designated District or Agency.

4.6. TRADE IN PROGRAMS
Pursuant to Education Code Section 81454 the governing board of any community college district may dispose of personal property belonging to the District for the purpose of replacement by providing in the notice calling for bids for furnishing new materials, articles, or supplies that each bidder shall agree in his bid to purchase the property being replaced and to remove it from the school grounds and shall state in his bid the amount which he will deduct from the Purchase Agreement

any Sub-Supplier in the exercise of care and diligence in the capacity as an experienced supplier, dealer, supplier, manufacturer or distributor of the types of products, materials, goods to be provided by Supplier under the Contract Documents. Without limitation to any other provisions of the Contract Documents, Supplier shall take steps to ensure that the provisions of this Paragraph 5.2.1 are incorporated into in all contracts entered into by Supplier with its first-Tier Sub-Suppliers.

5.2.2. Review of Contract Documents. Upon receiving an Order, Supplier is responsible to promptly, thoroughly and carefully review and compare the Contract Documents (including, without limitation, the Order) to its satisfaction. Based upon such careful review, Supplier agrees that it shall not be entitled to, and hereby conclusively waives, any right to additional compensation or extension to any Delivery Date due to additional or unforeseen Losses or Delays relating to information therein constituting errors, omissions, conflicts, ambiguities, lack of coordination or noncompliance with Applicable Laws, if Supplier fails to seek clarification thereof in its Acknowledgment of Shipping Date and if such information was either: (1) discovered by Supplier or any Sub-Supplier in the course of such review; or (2) reasonably discoverable by Supplier or any Sub-Supplier in the exercise of care and diligence in the capacity as an experienced supplier, dealer, supplier, manufacturer or distributor of the types of products, materials, goods to be provided by Supplier under the Contract Documents. Failure by Supplier to send its Acknowledgement of Shipping Date within ten (10) Days after Receipt of Order shall be conclusively deemed to be a representation by Supplier that no such clarification is required and shall constitute a waiver of Supplier's right to additional compensation or extension of the Delivery Date. Without limitation to any other provisions of the Contract Documents, Supplier shall take steps to ensure that the provisions of this Paragraph 5.2.2 are incorporated into in all contracts entered into by Supplier with its first-Tier Sub-Suppliers.
circumstances an one of onto a it a are ere an eate a an optional or mandatory). Supplier shall, upon receipt of an Order, visit and inspect the Site and Existing Improvements where the Goods are to be delivered in order to fully acquaint itself with the conditions affecting access to the Site and delivery of the Goods, including, without limitation, the following: (1) the stage of completion and condition of the Existing Improvements and other construction at the Site where the Goods covered by the Order will be delivered; (2) the availability of facilities for access, delivery, transportation and staging at such Site; and (3) any other physical and environmental restrictions affecting Supplier's furnishing of the Goods at such Site. Supplier shall correlate its observations with the requirements of the Contract Documents and promptly report any discrepancies to District.

5.3. PACKING, SHIPPING, TRANSPORTATION

5.3.1. Transportation. Unless otherwise stated in the Contract Documents, all shipments, deliveries and set- up of the Goods to or at the Destination specified in the Order are deemed free of any "destination in" charges to District, and all such charges (including, without limitation, charges for delivery, shipping, drayage, express, storage, parcel post, packing, cartage, insurance, license fees, permits, and bonds) are included in the Purchase Price.

5.3.2. Acknowledgement of Shipping Date. No earlier than five (5) Days after Supplier's receipt of an Order, Supplier shall provide to District an Acknowledgement of Shipping Date. The Supplier shall contact the District representative to coordinate the desired delivery date and then shall deliver the Goods according to confirmed delivery date.

5.4. DELIVERY, INSTALLATION, ACCEPTANCE, REJECTION AND RETURN

5.4.1. Costs. Unless otherwise expressly provided for in the Contract Documents, Supplier shall provide and pay for labor, materials, tools, equipment, machinery and transportation necessary for proper preparation and performance.

5.4.2. Notice of Delivery. Supplier shall provide written Notice of Delivery to District not fewer than seven (7) Days prior to actual delivery, as to the time for delivery of Goods at the Site. District shall have the right, at no additional charge to District, to specify or change the Destination drop off point within a Site at any time.

5.4.3. Delivery. Supplier shall deliver Goods to the location on the Site identified in the Order or as otherwise directed in accordance with Paragraph 5.4.2, above. Supplier is obligated, at no additional charge to District, to make Purchase Agreement

5.4.10. Acceptance. Acceptance of the Goods (including issuance of Notice of Completed Delivery) shall not (1) waive any rights District may have under the Contract Documents or Applicable Laws with respect to any failure of the Goods to conform to the requirements of the Contract Documents; (2) be considered as a waiver by District of any right to recover for any Loss caused, in whole or in part, on account of Defective Goods, whether or not such Defective Goods was known or suspected prior to District's acceptance of or payment for the Goods; and (3) District shall have the right, but not the obligation, to revoke any acceptance of the Goods, or any portion thereof, based on its determination that the Goods, or any portion thereof, do not comply with the Contract Documents.

5.4.11. Right to Cure. Supplier's right to cure a breach of the Contract Documents due to performance of Goods that does not conform to the Contract Documents shall be limited to its rights to cure set forth in Article 14, below.

5.4.12. No Limitation of Rights. The rights and remedies of District set forth in this Paragraph 5.4 are in addition to, and not a limitation on, District's other rights and remedies under Applicable Laws.

5.4.13. Coordination. Supplier shall cooperate in scheduling the delivery of the Goods to avoid conflict, delay in or interference with the work of Separate Contractors or the construction or operations of District's own forces.

5.5. SUPPLIER'S WARRANTY

5.5.1. General Warranty. Supplier shall, and hereby does, warrant and guarantee, with respect to the Goods and each portion thereof, that: (1) the Goods are new; (2) the Goods shall be free of liens, claims and security interests of third parties; (3) the Goods shall be free of defects and deficiencies in workmanship and/or materials under conditions of normal use and care for a period of not less than one (1) year following Completed Delivery and such longer periods) of time as may be provided for in the Contract Documents, including, without limitation, the extended warranty provisions of the Bid and Contract Documents; (4) the Goods conform with the requirements of the Contract Documents and Applicable Laws; (5) the Goods are suitable and fit for their intended use; and (6) the Goods shall not be altered or misbranded within the meaning of any Applicable Laws. If required by District, Supplier shall furnish satisfactory evidence as to the kind and quality of Goods and their compliance with the requirements of this warranty. Neither the foregoing warranty nor any other warranty or guarantee contained elsewhere in the Contract Documents shall be interpreted as covering negligent installation or placement of the Goods by District or its Separate Contractors, alterations to the Goods made by District or its Separate Contractors, or misuse or abuse of the Goods by District or its Separate Contractors following Completed Delivery. Any Goods found to be defective within the first ninety (90) days of service shall, at the District's option, be returned for a full refund or exchange at no cost to the District. Goods found to be defective after the first ninety (90) days of service may be either repaired or replaced at the District's option. The warranty must include all costs of repair, including transportation costs, during the warranty period Repair, Replacement. Without limitation upon District's other rights or remedies under the Contract Documents or Applicable Laws, any and all Goods that are not in conformance with the foregoing general warranty or other warranties or guaranties shall be repaired or replaced, together with the replacement of any other District property or improvements (including, without limitation, products or work installed by Separate Contractors, District's own forces or others), which may be removed, displaced or damaged by such replacement activities. Supplier shall notify District in writing upon completion of such repair or replacement. In the event of failure by Supplier to commence and pursue with diligence said repair or replacement within ten (10) Days after being notified in writing by District, District is hereby authorized to proceed, with such repair of replacement as District deems necessary and expedient.

5.5.3. No Limitation. Nothing stated in this Paragraph 5.5 shall in any way limit the guaranties or warranties guarantees contained in any proposal, product literature or other submittal, whether or not approved by District, College Project Director, Design Consultants, District Consultant or others, shall affect the warranties or guarantees provided pursuant to this Paragraph 5.5.

5.5.4. Delivery. Unless sooner requested by District, Supplier shall furnish to District, as a condition precedent to payment, all guaranties or warranties as are required by the terms of the Contract Documents. All such guaranties and warranties shall be in writing and in such form and accompanied by such certifications and instruction materials as Purchase Agreement

Submittals on behalf of District by the Design Consultants, District Consultants and College Project Director is subject to the limitations of Paragraph 5.9.5 and Paragraph 5.9.6, below. are and sane he roman orangs went are suomas e
Documents and with other related Submittals. Submittals without evidence thereon of Supplier's approval shall be returned, without further consideration, for resubmission in accordance with these requirements Supplier shall cooperate in the coordination of its Shop Drawings, Product Data, Samples and other Submittals with related documents submitted by Separate Contractors. Submittals made by Supplier which are not required by the Contract Documents may be returned without action.

Submission to College Project Director. All Shop Drawings, Product Data, Samples and other Submittals shall be submitted to the College Project Director. Submittals shall be prepared in accordance with the CADD Drafting Manual. Submittals shall be submitted allowing such time as may be specified in the Contract Documents to allow review without causing Delay to Supplier's performance. Except where the preparation of a Submittal is dependent upon the approval of a prior Submittal, all Submittals pertaining to the same class or portion of the Goods shall be submitted simultaneously. Supplier is responsible to pay, at Supplier's Own Expense, additional services fees and costs incurred by District to a Design Consultant, College Project Director or a District Consultant in order to expedite review of Submittals which are not submitted in a timely fashion. Submittals shall consist of the appropriate combination of catalog sheets, material lists, manufacturer's brochures, technical bulletins, specifications, diagrams or product samples, necessary to describe a system, product or item. Submittals shall show in detail the size, sections and dimensions of the Goods; the arrangement and construction of all connections, joints and other pertinent details; and all holes, straps and other fittings for attaching the Goods. When required by the Contract Documents, supporting computations shall be submitted. All Submittals shall be accompanied by an accurately completed transmittal in the form required by District.

The transmittal shall give a list of the numbers of the sheets submitted. All sheets shall be marked with the name of the Purchase Agreement and the name of Supplier shall be numbered consecutively. A separate transmittal form shall be used for each specific item or class of material or equipment for which a Submittal is required. Transmission of Submittals of various items using a single transmittal form will be permitted only when the items taken together constitute a manufacturer's "package" or are so functionally related that expediency dictates review of the group or package as a whole. Any Submittal not accompanied by such transmittal form, or where all applicable items on the form are not completed, will be returned for re-submittal without review. Supplier shall deliver duplicates of Submittals to all other persons whose work or performance is dependent thereon.

5.9.4. Delivery of Goods. Supplier shall deliver no portion of the Goods requiring submittal and review of Shop Drawings, Product Data, Samples or other Submittals until the respective Submittal has been approved in the manner required by the Contract Documents. Such Goods shall be in accordance with approved Submittals.

5.9.5. Supplier Representations. By approving and submitting Shop Drawings, Product Data, Samples and other Submittals, Supplier represents that Supplier has checked and coordinated the information contained within such Submittals with the requirements of the Contract Documents.

5.9.6. Supplier Responsibility. Supplier is, notwithstanding any review or approval thereof by College Project Director, Design Consultants or District Consultants acting on behalf of District, solely responsible for the content of all Shop Drawings, Product Data, Samples and other Submittals. Without limitation to the foregoing, deviations in Submittals from requirements of the Contract Documents shall remain the sole responsibility of Supplier unless Supplier has specifically informed District in writing of such deviation at the time of submission of the Submittal and the College Project Director has approved thereof.

Notation of Revisions. Supplier shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or other Submittals, to revisions other than those requested of Supplier on previous Submittals.

5.9.8. Informational Submittals. Informational submittals upon which responsive action is not expected may be so identified in the Contract Documents.

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Documents or related to the preparation for performance of under the Contract Documents; (3) the payment or nonpayment of any Sub-Supplier, of any Tier, for the Goods; (4) the existence of any Hazardous Substances on a Site as a result of Supplier's or a Sub-Supplier's, of any Tier, failure to comply with the requirements of the Contract Documents; or (5) the infringement or violation by Supplier or a Sub-Supplier of any Tier, of any patent, copyright, be construed as obligating Supplier to indemnify an Indemnitee for Losses resulting from that Indemnitee's sole negligence, that Indemnitee's active negligence or that Indemnitee's willful misconduct, where such sole negligence, active negligence or willful misconduct has been determined by agreement of Supplier and that Indemnitee or has been adjudged by the findings of a court of competent jurisdiction. In instances where an Indemnitee's active negligence or willful misconduct counts for only a percentage of the Loss involved, the obligation of Supplier will be for that portion of the Loss not due to that Indemnitee's active negligence or willful misconduct.

5.13.2. Insurance, Employment Benefits. The indemnification, defense and hold harmless obligations of Supplier under this Paragraph 5.13, as well as any such obligations stated elsewhere in the Contract Documents: (1) shall not be limited by the amounts or types of insurance (or the deductibles or self-insured retention amounts of such insurance) which Supplier or any Sub-Supplier is required to carry under the terms of the Contract Documents or that is provided by District; (2) are independent of and in addition to the Indemnitees' rights under the insurance to be provided by Supplier or any Sub-Supplier; and (3) shall not be limited, in the event of a claim against an Indemnitee by an employee of Supplier, a Sub-Supplier, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, by a limitation on amount or type of damages, compensation or benefits payable by or for Supplier or Sub-Supplier under

5.13.3. Implied Indemnity Rights. Notwithstanding anything stated in this Paragraph 5. 13 or elsewhere in the Contract Documents to the contrary, an Indemnitee's right to seek equitable indemnity and contribution from Supplier is in no way diminished or precluded by any agreement by Supplier to provide express contractual indemnity to such Indemnitee. Supplier's obligations under this Paragraph 5. 13 shall be deemed to completely eliminate and preclude any right by Supplier to seek contractual or equitable indemnity or contribution from any Indemnitee for any Loss covered by Supplier's express indemnification obligations under this Paragraph 5.13.

5.13.4. Obligation to Defend. Supplier's obligation to defend under this Paragraph 5.13 includes, without limitation, the obligation to immediately reimburse an Indemnitee for any attorney's fees, court costs (statutory and non- statutory), arbitration and mediation expenses, professional, expert and consultant fees, investigative costs, postage costs, document copying costs, telecopy costs and any and all other costs and expenses associated with defense of such Indemnitee as and when incurred by any Indemnitee in defense of a claim by any third person or entity as a result of Supplier's failure or refusal to comply with its immediate defense obligation to such Indemnitee. Nothing stated in this Paragraph 5.13 or elsewhere in the Contract Documents shall be interpreted as providing or implying that the obligation of Supplier to defend an Indemnitee against an alleged Loss that is within the scope of Supplier's indemnification obligation under Paragraph 5.15 or under any other provision of the Contract Documents is to any extent released, excused, limited or relieved by a finding, determination, award or judgment by a court or arbitrator that the alleged Loss was due to circumstances not within the scope of such indemnification obligation.

5.13.5. Sub-Supplier Indemnity Agreements. Supplier agrees to obtain or cause to be obtained executed defense and indemnity agreements with provisions identical to those set forth in this Paragraph 5. 13 from each and every Sub-Supplier, of every Tier. In the event Supplier fails to do so, Supplier agrees to be fully responsible to provide such defense and indemnification according to the terms of this Paragraph 5.13.

ARTICLE 6

ADMINISTRATION

6.1. DESIGN CONSULTANTS, DISTRICT CONSULTANTS
Notwithstanding anything else set forth in the Contract Documents, Design Consultants and District Consultants do not have authority to: (1) obligate or commit District to any payment of money; (2) obligate District to any additional compensation or extensions of any Delivery Date; (3) relieve Supplier of any of its obligations under the Contract Documents; (4) approve or order any Goods; (5) accept any Goods; or (6) stop the performance of Supplier or terminate an Order or the Purchase Agreement. District may, in its sole discretion, substitute another person or entity, or add Purchase Agreement

6.3.7. Completed Delivery. District will conduct inspections of the Goods to determine the dates of Completed Delivery and will receive written warranties and related documents required by the Contract Documents and assembled by Supplier.

ARTICLE 7

SUB-SUPPLIERS

7.1. SUB-SUPPLIER RELATIONS
Supplier shall make available to all sub-suppliers of any tier the contract documents. Regardless of contract documents availability to sub-suppliers the supplier shall be responsible for sub-suppliers', of any tier, adherence to the contract documents.

7.1.1. By appropriate written agreement Supplier shall require the Sub-Suppliers to be bound to and by terms of the Contract Documents and to assume all the obligations and responsibilities which Supplier, by the Contract Documents, assumes toward District. Each such agreement shall preserve and protect the rights of District, and others acting for or on behalf of District, under the Contract Documents with respect to the Goods to be furnished so that delegation thereof will not prejudice such rights, and shall allow the Sub-Suppliers, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress that Supplier, by the Contract Documents, has against District. Without limitation to the foregoing, each such agreement shall, without limitation, require the Sub- Supplier:
.1 to perform its obligations in accordance with the terms of the Contract Documents; 2 to assume all the obligations and responsibilities which Supplier assumes toward e District by the Contract Documents;
.3 to preserve and protect the rights of District under the Contract Documents with respect to the obligations to be performed by the Sub-Supplier so that subcontracting thereof will not prejudice such rights;
.4 to waive all rights (including, without limitation, rights of subrogation) that the Sub-Supplier or its insurers may have against District and others required by the Contract Documents to be named as additional insureds, except for such rights that the Sub-Supplier may have to the proceeds of such insurance held by District or such other additional insureds; .5 to afford District the same rights and remedies afforded to them under the Contract Documents with respect to access to and the right to audit and copy at District's cost books, records, contracts, correspondence, instructions, drawings, receipts, vouchers, purchase orders, memoranda and other records and documents relating to the Sub-Supplier's performance and requiring the Sub-Supplier to preserve such records and other items that relate to an Order for a period of at least four (4) years after Completed Delivery of the Goods comprising the Order; .6 to recognize the rights of District under Section 7.2, below (Contingent Assignment of Contracts), agreement on terms acceptable to District confirming that the Sub-Supplier is bound to District under .7 to submit applications for payment, extensions of time and claims, and to comply with all other notice and submission requirements of the Contract Documents, sufficiently in advance to allow Supplier time to comply with its obligations under the Contract Documents; .8 to purchase and maintain insurance in accordance with the requirements of the Contract Documents;
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ARTICLE 8

DISTRICT'S OWN FORCES AND SEPARATE CONTRACTORS

8.1. DISTRICT'S RIGHT TO PERFORM WITH OWN FORCES AND TO AWARD SEPARATE CONTRACTS Supplier shall ascertain to its own satisfaction the existence and nature of any other contracts that have been or may be awarded by District that may affect or impact Supplier's performance. Supplier shall look solely to such Separate Contractors, and District shall not be responsible, for any Losses suffered by Supplier or the Sub-Suppliers, of any Tier, resulting directly or indirectly from the conduct of work by the Separate Contractors.

8.2. MUTUAL RESPONSIBILITY

8.2.1. Coordination. Nothing contained in the Contract Documents shall be interpreted as granting Supplier exclusive use or occupancy of a Site. Supplier shall not take any action that would deny District's own forces and the Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities. Supplier shall not Delay the work of the Separate Contractors or District's forces and shall coordinate Supplier's operations with the activities of District's forces and the Separate Contractors as required for the prompt and expeditious performance of Supplier's obligations under the Contract Documents.

8.2.2. Delay. Supplier shall coordinate its deliveries of the Goods with the construction and operations of District's forces and the Separate Contractors so as to eliminate interference and shall do so without Delay to the performance of Supplier or the construction or operations of such others. Costs caused by improperly timed activities or defective construction shall be borne by the party responsible therefor.

8.2.3. Damage. Supplier shall promptly remedy damage caused by Supplier or its Sub-Suppliers to completed construction or partially completed construction or to property of District or Separate Contractors.

8.2.4. Disputes. Supplier shall notify District in writing within three (3) Days if it believes it has experienced or is experiencing any Delay or Loss due to the activities of District's forces or Separate Contractors or in the event of any dispute with District's forces or Separate Contractors.

8.3. DISTRICT'S RIGHT TO CLEANUP
If a dispute arises among Supplier, Separate Contractors and/or District as to the responsibility for maintaining the Site and surrounding area free from waste materials and rubbish, District may clean up and allocate the cost among those responsible as the District determines to be just.

ARTICLE 9
TIME

9.1. COMMENCEMENT AND COMPLETION

9.1.1. Completion. Supplier shall proceed expeditiously with the furnishing of Goods requested in an Order and shall achieve Completed Delivery on the Delivery Date set forth in the Order. The Delivery Date shall be subject to adiustment for extensions of time duly permitted, authorized and noticed pursuant to Paragraph 9.2, below. Inspection for the purpose of confirming Completed Delivery and issuing a Notice of Completed Delivery shall be conducted by the College Project Director or a District Consultant and notice of such determination shall be issued as provided in Paragraph 5.4.9, above.

9.1.2. Adjustments. Subject to the limitations set forth in this Article 9 and elsewhere in the Contract Documents, the Delivery Date shall only be extended for Excusable Delay.

9.1.3. Early Completion. Nothing stated in the Purchase Agreement or elsewhere in the Contract Documents shall be interpreted as creating any contractual right, express or implied, on the part of Supplier to deliver any Lot of Goods earlier than the Delivery Date set forth in the Order issued by District with respect to such Lot.

Purchase Agreement

required, shall, notwithstanding actual knowledge of such circumstances by District, College Project Director, or others acting on behalf of District, constitute a waiver by Supplier of the right to an adjustment to the Delivery Date on account of such circumstances.

9.2.9. Concurrent Delays. If an Unexcused Delay occurs concurrently with an Excusable Delay, the maximum extension of the affected Delivery Date shall be the number of Days, if any, by which such Excusable Delay exceeds the number of Days of such Unexcused Delay.

9.2.10. Exercise of District Rights. Notwithstanding any other provision of the Contract Documents to the contrary, any Delay to Supplier's performance that is the result of District's proper exercise of its rights or remedies under the Contract Documents or Applicable Laws in response to a failure of Supplier to perform its obligations under the Contract Documents shall be deemed an Unexcused Delay and shall not, under any circumstances, entitle Supplier to an adjustment to a Delivery Date.

9.3. DELAY TO SUPPLIER
Supplier's sole and exclusive right in the event of an Excusable Delay consists of an extension of time to the applicable Delivery Date. The Supplier agrees to accept such extension of time as its sole and exclusive right and remedy for Delay, regardless of cause (including, without limitation, any act or omission by the District constituting negligence or breach of contract) in lieu of any and all other rights to recovery of Losses for Delay.

ARTICLE 10

PAYMENTS

10.1. Payment. Payment on behalf of District of sums to the Supplier that are undisputed by the District placing the Order shall be made not later than thirty (30) Days after receipt of a properly prepared and submitted invoice requesting payment and issuance of payment in accordance with the requirements of the Contract Documents.

Decisions to Withhold Payments. District shall have the right to withhold payment, in its sole discretion, including but not limited to, incomplete shipments or deliveries, defective equipment or material or other causes deemed by the District constituting an incomplete shipment, delivery or non-conformance with the Contract Documents. Sums properly withheld pursuant to Paragraph 10.2, may be used by District without a prior judicial determination of District's actual rights with respect to recovery of any Loss on which such withholding is based. Supplier agrees and hereby designates District as its agent for such purposes, and agrees that such payments shall be considered as payments made under the Purchase Agreement by District to Supplier. District shall submit to Supplier an accounting of such funds disbursed on behalf of Supplier

10.2.1. Grounds for Withholding. District may decide not to certify payment and may withhold a Certificate for Payment, in whole or in part, as provided herein and elsewhere in the Contract Documents. If District is unable to certify payment in the amount of the Application for Payment, District will promptly issue a Certificate for Payment for the amount for which is determined to be earned and undisputed. District may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary, in District's opinion, to protect District from Loss or threatened Loss because of any of the following:
.1 Defective Goods. Defective Goods not remedied.
.2 Violation of Applicable Laws. Failure of Supplier or the Sub-Suppliers to comply with Applicable Laws. .3 Penalty. Any claim or penalty asserted against District by virtue of Supplier's failure to comply with Applicable Laws.
4 Failure to Meet Delivery Date. Any Loss which may accrue as a result of Supplier failing to meet a Delivery Date.

Purchase Agreement

11.1.3. No Duty of District. No authority of District or others authorized to inspect the Goods at the request of District that is conferred by the Contract Documents, nor any decision made in good faith either to exercise or not exercise such authority, nor any recommendation by District or such others shall give rise to a duty or responsibility to Supplier or the Sub-Suppliers, of any Tier.

11.2. HAZARDOUS SUBSTANCES
Supplier warrants Goods are free of any Hazardous Substances.

11.3. SAFETY OF PERSONS AND PROPERTY

11.3.1. Protection, Safety. Supplier shall take all necessary precautions for safety of, and shall provide all necessary protection to prevent Loss due to the activities of Supplier or the Sub-Suppliers, of every Tier:
.1 persons in and around a Site, as well as their personal property and vehicles; the Goods under care, custody or control of Supplier or a Sub-Supplier, of any Tier, including, without limitation, providing temperature control, covering and enclosures necessary to prevent Loss due to adverse weather conditions;
.3 other property at a Site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, curbs, roadways, structures (including, without limitation, protection from settlement or loss of lateral support) and utilities not designated for removal, relocation or replacement in the course of performance by Supplier; and 4 construction or operations by District, District forces or the Separate Contractors.

11.3.2. Compliance with Safety Orders. Supplier shall correct any violations of safety laws, rules, orders, standards or regulations occurring or threatened by conditions on a Site that are caused or created by the activities of Supplier or its Sub-Suppliers. Upon the issuance of a citation or notice of violation by any Government Authority resulting from the activities of Supplier or its Sub-Suppliers, including, without limitation, the Division of Occupational Safety and Health, such violation shall be corrected promptly at Supplier's Own Expense.

11.3.3. Responsibility for Loss. Supplier shall promptly remedy Loss (other than Loss insured under property insurance required by the Contract Documents) to property referred to in Subparagraph 11.3.1.1 through Subparagraph

11.3.1.4 caused in whole or in part by the activities of Supplier, the Sub-Suppliers, of any Tier, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which Supplier is responsible under Subparagraph 11.3.1.1 through Subparagraph 11.3.1.4, except Loss attributable solely to negligent acts or omissions of District, College Project Director, Design Consultants, District Consultants or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, and not attributable to the fault or negligence of Supplier or the Sub-Suppliers, of any Tier, or the failure by Supplier to comply with the Contract Documents.

The foregoing obligations of Supplier are in addition to Supplier's obligations under Paragraph 5.13, above.

ARTICLE 12

INSURANCE

12.1 SUPPLIER INSURANCE

12.1.1. General Provisions. Supplier shall obtain and maintain, and shall require the Sub-Suppliers delivering Goods to a Site to obtain and maintain, the insurance coverages specified below:

Standard Commercial Automobile Liability Insurance covering all owned, non-owned and hired automobiles, trucks, and trailers with a combined single limit of not less than $1,000,000. .2 Statutory Workers' Compensation and Employer's Liability insurance with statutory limits as required by law, including Maritime coverage, if appropriate, and Employer's Liability limits of not less than $1,000,000 each accident/$1,000,000 each employee/$1,000,000 policy limit.

Purchase Agreement

12.1.3. MISCELLANEOUS PROVISIONS.
.1 Withholding of Payments. In addition to any other rights of withholding that District may have under the Contract Documents, District has the right to withhold any payments otherwise due to Supplier in the event of a failure by Supplier or any Sub-Supplier to comply with the requirements of this Paragraph 12.1. Such withholding by District shall not be deemed to be a default under the Purchase Agreement or under the terms of any Order. .2 Notice. All policies of insurance that Supplier or the Sub-Suppliers are required to secure and maintain shall be endorsed to provide that their insurance company shall notify District and the named insured at least ten (10) Days in advance of any cancellation due to nonpayment of premium and thirty (30) Days in advance of any modification or cancellation for any reason other than nonpayment of premium. .3 Remedies. Without limitation upon any of District's other rights or remedies, any failure by Supplier or any Sub-Supplier to comply with any provision of this Paragraph 12.1 shall be deemed a material breach of the Purchase Agreement, thereby entitling District, at its option and without limitation to District's other rights or remedies under the Contract Documents or Applicable Laws, upon notice to Supplier and in accordance with Article 14, below, to: (1) suspend performance by Supplier, without any additional compensation or extension of the Delivery Date, until there is full compliance, or (2) terminate the Purchase Agreement or any Order for cause. .4 Claims Cooperation. Supplier and the Sub-Suppliers shall assist and cooperate in every manner possible in connection with the adjustment of all claims arising out of their operations conducted in connection with the furnishing of the Goods and shall cooperate with District in respect to the adjustment, settlement, mediation, arbitration or litigation of all said claims, including, without limitation, providing, appearances in mediation, arbitration or court proceedings and/or participating in settlement meetings, as may be required .5 Waiver of Rights of Recovery and Subrogation. Supplier hereby waives all rights of recovery for any Loss with respect to which insurance, other than workers' compensation insurance, is required to be provided by Supplier (including, without limitation, any Loss that is not covered because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason) against the Indemnitees and any other supplier, contractor or consultant performing work or rendering services that relate to, affect or are affected by Supplier's obligations under the Contract Documents including without limitation, the officers, directors, agents, shareholders and employees of each of them. Supplier shall require that its Sub-Suppliers of every Tier require that all insurance policies provided, with the exception of workers' compensation, that relate to Supplier's obligations under the Contract Documents include clauses providing that each insurer waives all of its rights of recovery against the same parties referenced immediately above in this Subparagraph 12.1.3.5. Additionally, Supplier shall cause its insurers on all policies required to be obtained by Supplier, including, without limitation, workers' compensation insurance, to provide for a waiver of the insurer's rights of subrogation that is coextensive with the waiver of right of recovery by Supplier set forth in this Subparagraph 12.1.3.5 or that consent to Supplier's waiving its rights of recovery as set forth herein. The waivers of right of recovery and right of subrogation provided for in this Subparagraph 12.1.3.5 shall be deemed effective as to any individual or entity even if such individual or entity: (1) would otherwise have a duty of indemnification, contractual or otherwise; (2) did not pay the insurance premium directly or indirectly; or (3) has or does not have an insurable interest in the property damaged

12.2. DISTRICT'S LIABILITY INSURANCE
District shall be responsible for purchasing and maintaining District's usual liability insurance. Optionally, District may purchase and maintain other insurance for self-protection against claims which may arise from operations under the Contract Documents. Supplier shall not be responsible for purchasing and maintaining District's liability insurance unless specifically required by the Contract Documents.

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13.8 NO THIRD-PARTY RIGHTS
Nothing contained in the Contract Documents is intended to make any person or entity who is not a signatory to the Purchase Agreement a third-party beneficiary of any right created by the Contract Documents or by operation of Applicable Laws.

13.9 SEVERABILITY
Should any part, term, portion or provision of the Contract Documents, or the application thereof to any party or circumstance, be held to be illegal, invalid or in conflict with any Applicable Laws, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms, portions or provisions, or the application thereof to any party or circumstances, shall be deemed severable and the same shall remain enforceable and valid to the fullest extent permitted by Applicable Laws.

13.10 PROVISIONS REQUIRED BY APPLICABLE LAWS
Each and every provision of law and clause required by Applicable Laws to be inserted in the Purchase Agreement or other Contract Documents shall be deemed to be inserted in the Purchase Agreement and the Contract Documents shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted or if inserted and requires correction, then upon request of either party these Purchase Agreement shall forthwith be amended by the parties to the Purchase Agreement to make such insertion or correction.

13.11 CONFLICTS OF INTERESTS
Supplier agrees not to accept any employment or representation which will, is or likely to, make Supplier "financially interested" (as provided in California Government Code Sections 1090 and 87100) in any decision made by the College or District on any matter in connection with which Supplier has been retained.

13.12 SURVIVAL
All provisions of the Contract Documents that either expressly, or by their nature, require performance or assumption by Supplier of an obligation that extends beyond the Term of the Purchase Agreement, or beyond termination of the Purchase Agreement or completion of performance by Supplier of an Order or other performance under the Contract Documents, including, without limitation, Supplier's obligations of, or relating to, indemnification, insurance, confidentiality, ownership of documents, review, audit and retention of books and records, warranties and guaranties, and dispute resolution shall be deemed to survive expiration of the Term, termination of the Purchase Agreement and/or completion of performance by Supplier.

13.13 FEDERAL GRANTS
In the event of a federal grant or other federal financing participation in the funding of the purchases of the Goods, Supplier shall permit access to and grant the right to examine its books covering its services performed and expenses incurred under the Purchase Agreement or other Contract Documents. Supplier shall comply with all applicable federal agency requirements including, without limitation, those pertaining to work hours, overtime compensation, non- discrimination, and contingent fees.

13.14 PROHIBITED INTERESTS AND GRATUITIES
No official or employee of District who is authorized in such capacity and on behalf of District to negotiate, make, accept, or approve, or to take part in negotiating, making, accepting or approving any contract or any subcontract in connection with the purchase of the Goods, shall become directly or indirectly interested financially in the Purchase Agreement, any Order or in any part thereof. No officer, employee, architect, attorney, engineer or inspector of or for District who is authorized in such capacity and on behalf of District to exercise any executive, supervisory or other similar functions in connection with the Purchase Agreement shall become directly or indirectly interested financially in the Purchase Agreement, any Order or in any part thereof. Supplier shall receive no compensation and shall repay District for any compensation received by Supplier hereunder, should Supplier or any of the Sub-Suppliers aid, abet or knowingly participate in a violation of this Paragraph 13.14. Supplier warrants that no gratuities (in the form of entertainment, trips Purchase Agreement

ARTICLE 14

REMEDIES FOR DEFAULT, TERMINATION, SUSPENSION

14.1 REMEDIES FOR SUPPLIER DEFAULT

14.1.1 Notice of Default. District shall have the right to exercise any or all of the remedies set forth in this Paragraph 14.1 in the event of any of the following: (1) Supplier is adjudged bankrupt; (2) Supplier makes a general assignment for the benefit of its creditors; (3) a receiver is appointed on account of Supplier's insolvency; or (4) Supplier fails or refuses to perform any obligation set forth in the Purchase Agreement, an Order or the other Contract Documents and fails to cure such default in the manner required hereafter.

14.1.2 Opportunity to Cure. Supplier shall cure any default in performance of its obligations under the Contract Documents within three (3) Working Days after service of written notice of such default to Supplier asserting the occurrence of such default; provided, however, that if the breach cannot reasonably be cured within such time then Supplier shall commence to cure the breach within three (3) Working Days after service of such written notice and shall diligently and continuously prosecute such cure to completion within a reasonable time, not longer than thirty (30) Days after receipt of such written notice.

14.1.3 District's Rights and Remedies. In the event that Supplier fails to cure any of the defaults enumerated in Paragraph 14.1.1, above, within the applicable time periods set forth in Paragraph 14.1.2, above, then, while reserving all rights for Losses caused by such default, the following remedies, may be pursued:
.1 Perform and Withhold. Whether or not there is a termination of the Purchase Agreement or any Order, District may engage others to furnish any portion of the Goods that have not been furnished by Supplier or that are Defective Goods and withhold the cost thereof from future payments to Supplier, reserving to itself all rights to recover all Losses related thereto.
.2 Suspension of Purchase Agreement. District may suspend performance under the Purchase Agreement or any portion thereof.
.3 Suspension of Order. Whether or not there is a termination of the Purchase Agreement or any Order, District may suspend all or any portion of Supplier's performance under an Order, for as long a period of time as appropriate, without thereby assuming any obligation to pay to Supplier any additional compensation or extend the Delivery Date of any Order affected thereby.
.4 Cancellation of Orders. Whether or not there is a termination of the Purchase Agreement, and without thereby incurring any liability or responsibility to Supplier and without releasing Supplier from its obligation to complete performance of any other Order that is not terminated, District may terminate for cause all or a part of any outstanding Order directly affected by such default, as well as any other outstanding Order that involves the purchase of Goods that, because of their relationship to the Goods covered by the terminated Order, are rendered substantially less useful or valuable to District as a result of such termination.
.5 Terminate Further Ordering. Whether or not there is a termination of the Purchase Agreement or any Order, District may order that Supplier accept no further Orders from District. 6 Terminate Purchase Agreement. District may terminate for cause the Purchase Agreement or any portion thereof.
.7 Rights Cumulative. All of District's foregoing rights and remedies under the Contract Documents are cumulative, and shall be in addition to any other rights and remedies available under the Contract Documents or Applicable Laws.
.8 Materiality of Default. Designation in the Contract Documents of a certain breach or default as "material" or as affording e District the right to terminate shall not be construed as implying that other breaches or defaults not so designated are not material nor shall such designations be construed as limiting Distric's rights or remedies for default (including, without limitation, termination) to only material breaches.

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breach of each and every other agreement or contract that Supplier may then have with District thereby entitling District to exercise, without prior adjudication of its rights and without limitation to District's other rights or remedies, the right of set-off against amounts owing by District to Supplier under such other agreement or contract.

14.2 SUSPENSION BY DISTRICT FOR CONVENIENCE
District may, at any time and from time to time, without cause, order Supplier, in writing, to suspend, delay or interrupt performance by Supplier, in whole or in part, of any Order. If a suspension order issued by District pursuant to this Paragraph 14.2 is canceled in writing or expires pursuant to its terms, Supplier shall resume and continue with performance. An suspension order issued by District pursuant to this Paragraph 14.2 shall not be required in order to stop the performance by Supplier where permitted or required under any other provision of the Contract Documents.

Under no circumstances shall the issuance of such a suspension order give rise to any right of Supplier to additional compensation or adjustment to the Purchase Price.

14.3 TERMINATION OF PURCHASE AGREEMENT FOR CONVENIENCE

14.3.1 Termination for Convenience. Without limitation upon any of District's other rights or remedies under the Contract Documents or Applicable Laws (including, without limitation the right of cancellation of an Order) and without limiting the right of District to cancel an Order, District shall have the option, at its sole discretion and without cause, to terminate the Purchase Agreement, in whole or in part, by giving fourteen (14) Days' written notice to Supplier.

14.3.2 Supplier Obligations. Upon receipt of notice of termination by District of the Purchase Agreement for convenience pursuant to Paragraph 14.3.1, above, Supplier shall, unless such notice directs otherwise, do the following:
.1 immediately discontinue performance to the extent specified in the notice of termination; 2 take actions necessary, or that District may direct, for the protection and preservation of the Goods delivered or in transit;
.3 accept no further Orders for Goods, except as otherwise directed by District; .4 with respect to any Order that is terminated, provide to District directing such termination no later than three (3) Working Days after receipt of the notice of termination the following: (1) a complete list of all subcontracts, purchase orders and contracts with Sub-Suppliers who are involved in the performance of any Order, including any amendments and modifications thereto; (2) a summary of status of payments and balance owing under such subcontracts, purchase orders or contracts; (3) the status of performance and claims by such Sub-Suppliers; and (4) such other information as District may determine necessary in order to enable District to decide whether to accept assignment of the unperformed portions of such subcontracts, purchase orders or contracts pursuant to Paragraph 7.2, above; with respect to any and all Orders that are terminated, promptly: (1) assign to District on whose behalf such Order was placed, or its designee, those subcontracts, purchase orders or contracts, or portions thereof, between Supplier and its Sub-Suppliers that District elects pursuant to Paragraph 7.2, above, to accept by assignment; and (2) cancel, on the most favorable terms reasonably possible, any such subcontracts, purchase orders or contracts, or portions thereof, that District does not elect to accept by assignment; .6 not terminate any insurance required by the Contract Documents; .7 thereafter continue such performance as may be directed by District that is necessary to preserve and protect the Goods already delivered or in the process of production pursuant to an outstanding Order issued by District; 8 deliver to District all Design Documents and Contract Documents that relate to the Orders that are being terminated that have been accumulated by Supplier in performing its obligations under the Contract Documents, excepting therefrom those documents as may pertain to any portion of an Order that is not terminated.

14.3.3 Supplier Compensation. Following such termination of this Purchase Agreement without cause and within thirty (30) Days after receipt of a complete and timely billing from Supplier seeking payment of sums authorized Purchase Agreement

portions of the Goods that are delivered, stored or in transit at the time of a termination by District or Supplier and that District takes possession of upon or after such termination.

ARTICLE 15

NON-DISCRIMINATION
Non-discrimination is governed by the Non-Discrimination Declaration in the Bid Documents and submitted by the Supplier in response to the Bid. Supplier agrees to comply all District policies including but not limited to the Supplier shall not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability, in accordance with the requirements of Applicable Laws.

ARTICLE 16

MANDATORY DISPUTE RESOLUTION PROCEDURES
The parties agree that in the event a dispute or claim arises in the performance of this Agreement, that the claimant shall provide written notice of such claim and the parties shall first attempt to meet in good faith and negotiate such dispute If the dispute cannot be resolved by such negotiations, then, prior to commencing litigation the parties shall submit the dispute to non-binding mediation. The parties shall mutually agree upon the selection of the mediator of any and all disputed claims. If the dispute remains unresolved after non-binding mediation, either party may initiate litigation.

ARTICLE 17

ACCESSIBILITY REQUIREMENTS
Accessibility Requirements. Vendor hereby warrants that the products and services to be provided under this Agreement will comply with the accessibility requirements of Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. Section 794d) and its implementing regulations set forth at Title 36, Code of Federal Regulations, parts 1193 and 1194. Vendor agrees to test and validate its product, and any related website or online content it produces, with sufficient regularity in order to ensure the product and associated content meet conformance with all applicable Revised 508 Standards and Web Content Accessibility Guidelines (WAG) 2.1 Level AA standards (see https://www.w3.org/TR/WCAG21/), in accordance with the required testing methods. The vendor shall maintain and retain full documentation of the measures taken to ensure compliance with the applicable requirements stated above, including records of any testing or demonstrations conducted. Vendor shall provide the District with copies of all Accessibility Conformance Reports (ACR) and Supplemental Accessibility Conformity Reports (SACR) that are produced related to the product or service. Further, Vendor agrees to promptly respond to and fully resolve any complaint regarding accessibility of its products or services which is brought to its attention. All resolutions provided by the vendor in response to complaints regarding information and communications technology (ICT) accessibility of its products) shall meet conformance with established WAG 2.1 Level AA requirements. Vendor further agrees to indemnify and hold harmless the Los Angeles Community College District, including any of its nine colleges using the vendor's products or services from any claim arising out of its failure to comply with the aforesaid requirements. Failure to comply with these requirements shall constitute a breach and be grounds termination of this Agreement. Throughout the life of the agreement, the District reserves the right to independently perform any necessary testing on vendor's product or service to verify conformance or any representation of conformance made by the vendor with this section.

Purchase Agreement

e-Sign Purchase Agreement 40590 for Haaker
Equipment Company
Final Audit Report 2023-05-16
Created: 2023-05-16
By: Irene Cua-Garcia ([email protected]) Status: Signed
Transaction ID: CBJCHBCAABAARdShu9i_xMBqj7RQZnAhlu08EpYC7__ "e-Sign Purchase Agreement 40590 for Haaker Equipment Com pany" History
• Document created by Irene Cua-Garcia ([email protected]) 2023-05-16 - 3:15:12 PM GMT - IP address: 65.197.243.30 * Document emailed to [email protected] for signature
2023-05-16 - 3:17:02 PM GMT
• Email viewed by [email protected]
2023-05-16 - 3:19:53 PM GMT- IP address: 172.226.3.180
Oe Signer [email protected] entered name at signing as Wilson Shyu 2023-05-16 - 4:52:40 PM GMT - IP address: 173.197.67.98 A Document e-signed by Wilson Shyu ([email protected]) Signature Date: 2023-05-16 - 4:52:42 PM GMT - Time Source: server- IP address: 173.197.67.98 Agreement completed.
2023-05-16 - 4:52:42 PM GMT
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e-Sign Purchase Agreement 40590 for Haaker
Equipment Company
Final Audit Report 2023-05-18
Created: 2023-05-16
By: Irene Cua-Garcia ([email protected]) Status: Signed
Transaction ID: CBJCHBCAABAA_TmFLUSblp42SPRG_ww3B-9p3rf8wXel "e-Sign Purchase Agreement 40590 for Haaker Equipment Com pany" History
• Document created by Irene Cua-Garcia ([email protected]) 2023-05-16 - 6:29:13 PM GMT- IP address: 65.197.243.30
E, Document emailed to lan Erhardt ([email protected]) for signature 2023-05-16 - 6:30:35 PM GMT
• Email viewed by lan Erhardt ([email protected])
2023-05-17 - 5:12:52 PM GMT- IP address: 65.197.243.30
Do Document e-signed by lan Erhardt ([email protected]) Signature Date: 2023-05-17 - 5:13:02 PM GMT - Time Source: server- IP address: 65.197.243.30 E, Document emailed to [email protected] for signature 2023-05-17 - 5:13:03 PM GMT
• Email viewed by [email protected]
2023-05-17 - 5:31:23 PM GMT- IP address: 204.102.252.6
Do Signer [email protected] entered name at signing as Rueben C. Smith, D.C.Sc. 2023-05-18 - 7:28:15 PM GMT - IP address: 65.197.243.30 Do Document e-signed by Rueben C. Smith, D.C.Sc. ([email protected]) Signature Date: 2023-05-18 - 7:28:17 PM GMT - Time Source: server- IP address: 65.197.243.30 Agreement completed.
2023-05-18 - 7:28:17 PM GMT
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