HomeMy WebLinkAboutAGR-7186.1 - PACIFIC WEST INDUSTRIES INC - FIRST AMENDMENT HVAC INSTALLATION AT KILLEFER PARK - BID NO. 20-21.33R 1.
FIRST AMENDMENT
TO
CONTRACT
HVAC Instalt ttion at I{illefer P trk (Bid No.20-21.33)]
THIS FII2 AMFsNDMENT TO CUNTRACT (the "First Amendrnent") is made and
en ez•ed into as of'_ dex nbe, b, 2021, Uy and between Yhe CITY OF OR,NGE, a inunicipal
coiporatiozi ("City"), and PACIFIC WEST INDUSTRIES, INC., a Califoinia corpoi ation
Cout ctor"),witl referenee fio the following:
A. City aiid Conh•lctoz•entered into a Conhact(Agreemei t No.7186).dated May 11,2021,
which is incorporated hereiii Uy this reference(the"Original A reeme it"); and .
B, City and Contt•ac or desire to amend the Ori i ial lgreeinent to modify, amend and
sup lei ent cex•tain portions of tlie Ori inal Agreexnent by revising tl.e scope of worlc and increasing
compensation.
NQW,THEREFORE, tlle parties hereby agree as follows:
Section 1. Defined Terms. Except as otheiwvise defii ed herein, all capitalized tetms used
herein sliall have tlie meanin s set fortl for such lerins in the Original Agree nen.
Section 2. Cross-Refei•ences. City and Contractor agree tl at all references in this First
Amendxi ent are deeined and construed to refer lo the Origizial Agreemeitt, as itnpleme lted by this
First Amendtnent.
Section 3. Work Pe•formed. AiticIe i of the Original Agc•eexnent, Vt orlc Pez•forined, is
revised to include the wocic described in Cxhibii"A,"attached hereto and incorporated hereitt.
Section 4. Compensation. Tl e coinpensation for thc Wox•1c to be erfoz7ned as set fo•l•h
in Article 3.1 of the Oi gi al Agreement, Coinpensation, is increased by FIVE THOUSAND FOUR
HUNDRED FIFTEEN DOLLARS and 00/100 ($5,415.00) axid A,rticle 3.e is hereby ax endeci in its
entirety to read As follows:
The total lnount o com ensalion under this Conn•act,including coiztingencies,
shall not exceed FORTY-TWO THOUSAND ONE HUNDRED FIFTY-FIVE
DOLLARS aiid 00/100 ($42,155,00)."
Section 5. Authoritv of Citv Mana et•. Pursuant to Section 3A8.5G0 of the Orange
Municipal Code,the City Manager is aul•horized to approve tnd execute amendine nts to the A•eement
to adjust the coinpensation as provided]ierein.
Section 6. Inte r tion. Titis First Amendment amends, as sel forth hereii, lhe Original
A x•eemeiit and, exccpt as specifically a nended hereby, the Original Agreeznent shall reinaii2 in fu1
force and effect. To the extent that there is any conflict or inconsistency between the terms and
provisions of this First Amendment and the terms and provisions of the Oiiginal Agreement,the terms
and provisions of this First Amendinent shall control and govern the rights and obligations of the
parties.
IN WITNESS of this First Amendnnent, the parties enter into this First Amendment on the
year and day first above written.
CONTRACTOR" C[TY"
PACIFIC WEST INDUSTRIES, INC., CITY OF ORANGE, a mLu icipal corporation
a California corpora ' n
By By: I `
Pri ame: 7t Jt SOr1 onnie Hagan, Acting City Manager
Title: 7rb;' Nlw+wce
By:APPROVED AS TO FORM:
Printed Na C+la u.A 1!
Title: C
u,w
Mary E. inning
Senior Assist nt City At in y
NOTE:If Contractor is a corporation,the City requires the following signature(s):
1)the Chairman of the Board,the President or a Vice-President,AND(2)the Secretary,
the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant
Treasurer. If only one corporate of cer esists or one corporate officer holds more than
one corporate office,please so indicate.OR
The corporate officer named.in a corporate resolution as authorized to enter into
this Agreement. A copy of the eorporate resolution, certified by the Secretary
close in time to the execution of the Agreement, must be provided to the City.
XHIBIT"A"
WORK PERrOJ2MED
Behind this pa e.]
Exhibit A.. :
Page 1 of 4
Pacific West Industries, [nc. Phone:(866)328-2129
4051 E La Palma Ave A Fax:(714)630-4049
PACIFIC WEST
Anaheim, CA 92807 accounting@pacwestac.com
e o p o„a„, www.pacwestac.com
Bill to Ship to .
City of Orange Killefer Park
300 E Chapman Avenue 615 N Lemon St
Orange CA 92866-1591 Orange CA 92867
QuOte 201 COK-0O2 Transaction Date:9/30/2021 Quote Expiration Date: 10/30/2021
a______.______. __ ._--
w ._ .___ _. ..--- .__ _ _ _ .- -._ ._ ____.. _.___.
pescr ption Quantity. Price Amount ;
w_______ __ a____.__._.___ _ __ __. _._. ___ ——-----_
Reference: Killefer Park,5-ton un'it replacements 1 5,415.00 5,415.00
After removal of supply plenums,it was discovered that all of the
existing supply duclwork was badly deteriorated and moldy.We highly
recommend replacement for better air quality arid flow.The existing flue
Vent was also not property installed and susceptible to leaking
combustion air into the building.
Scope of Work
1. Remove&replace atl supply flex duct under the building
2.Connect new ductwork to existing floor boxes®isters
3. Install new elbows&collars to connect to new supply plenums
4. Remove&replace existing flue vent piping
5. Install new flue vent pipe in ceiling and seal all connections up to roof
vent
Price Includes Labor,Material and Sales Tax
Tax: 0.00 Total:5,415.00
Exclusions:Any laborandlor material not detailed above.Any ACCeptanCe
additional labor required to place unit into operational orderwill be
hereby authorize Pacific West Industries,Inc to complete theproposedandapprovedbeforeadditionalworkwillbecompleted.
proposed service, repair,or replacement and agree to pay the
This proposal is subject to acceptance within 30 days from.date of invoiced amount upon completion. I additionally certify that I am
issuance. fully authorized to authorize this work and commit to payment.
Pacific West Industries thanks you for the opportunity to be of
service.Should you have any questions,please feel free to contact
me at 866-328-2129,
Respectfully,
Devin Johnson
ProjectManager
P, 1 .4
Exhibit A
Page 2 of 4
Pacific West Industries,lnc.'s General Tertns and Cond'itEons
The following terms and conditions appty to arry and e(I saies,provision of equfpment,servkes,goods or produUs sold 6y Paclfid Wes!Industries,Inc.(•PWI')to
Ihe Buyer of Ihe same("Buye')unless othenvise specifled En a wrRing slgned by both PW[and Buyer.Incansfstent or addilio l terms in any documents provided
by Buyer sheil nat alter lhese temu and condiUnns and shall impose no obiigation on PWI.
1.AS3ENT TO QUALIFfCA710N5. 7he tarms and condilions set forlh heretn shali supersede and control over any conffiefing terms in arry 3ubcoMract,
Prime Contract.Purchase Order,or arry ather conVacl documems.BuyeYs agreement to the tertns and conditlons set forth hereln shatl be evidenced by Buye s
acceptance of PWI's Proposal,Buyers slgnature on ihe Contract or Purchase OrQer issuad to PWI,or by PWI's commencement oi work or delivery bt a ryr p odud
on the Prajea,whlchever occurs 8rst(the"Agreement").
2.EQUIPMENT SUITABILffY:All equipment is setected and sfzed by the speciftcaCbns provided by Buyer and changes in conditlons may re4uire
change(s)that may increase costs or render tho equlpment unusabte.Statements regariiing the suitability or compaUbillYy of arry equipment made by PWI's
personnel or contained In PWI's docdmentation are based upon information from material suppliers ar pubiic sourcea and are believed to be acciirate,liowaver,this
t ormation should be corulQareiJ;only as a general guide.Buyer is ul8matety responsible for determintng the sultabllity of the equlprnent for its use.
PWI sf all nat be 6ound by any plans arM spec cations ar condftions,existing ot othervvise,that have nol been.Fresented to or dalivered to it,for the
purpose of su6mitting its proposet,nor shall PWI tie 6ouod by arry city ordinances,State faws or othergovemmentai regufations not in eifect at the iime of submilting
its proposal,or which had becrome obsolete and which no longer were enforced by such publte body enecling the same.
3.ON-SITH CONSTRUCTI N MEETINGSlFULL7IME SUPERiM'ENDENS/DAILY ACTNffIES: PWI empbyees are not ansNe on a dafly basis.PWI
will not be required to ariend any jobsite rneetings unless specificelly as&ed in writtng 72 hours beFore the meeting wmmences and aNy on those occasions where
Ihe subject matter of iha meattng irrvolves PWI's wo k on the proJect PbVI personnel will onty 6e required to attend thal porticn of the meeting that imolves PWI's
scope of work.Furlher,PWI will pravide supervision for its worK only and will not have a fuliltme supedntendent for any other purpose,lncluding conslruction
activilies anil safely.PWI will not be respons9ble io perform daily acUvitfes,Including daity reports and cieanup.
4.PERMRS AND LICENSES:Unless othervuise agreed in wridng by the peRfes,Buyer shall secure all Ilcenses a d.permits,make ali cash and ather
deposits,provide all bonds,and give ail notkes required either by law,regulatfon,ordinance,or permit fn connectfon with any Vbork pedortned under the Agreement.
Buyer agreas to pay,pmmpUy when ilue,all Iicense fees,assessments,and othertaxes ar charges(inetuding any Interest and penaltles),now or hereafter imposed
by arry govemmental hody or agency upon eny materials,supplies,equipme t,or serv3ces provided by PWI pursuant to the Agreertsent.
5.PREVAILING WAGES:Unless athervvise agreed in w iting by ihe parties,Buyer agrees that the Price exdudes pasment oF Prevailing Wages artd Buyer
acknowledges that it has canducted its own Independent Investigation of whether the Wark is subject to prevaiiing wage req iremeMs or the requirements of the
Davis-Bacon Ac4 Buyer has nat reGed upon any slatemenls or representations lsy PWl uvith respect to such matSers.In llze evenYthat PWI ts required ta pay htgher
prevailing wages or tncuraBdilfonal costs that PWI did not anticlpate,Buyer shall reimburse PWI for all addUonal costs,includlrg wages,hinges,perdlem,IIabB Ies,
penaftfes,senctions,fines,and attomey's fees incurred 1n the defense of non-compliance of the payment of PreVailing Wages.
8.WASTE MANAGEMENT SERVlCBS:The only respansibilily.of PWI for hazardous or non-hazardous substances,v.asta,saiis,wateror debris("Waste")
is to caordinate the pickup af Waste from Buyers sRe by Buyers designated transporter for Vansport to Buyer's designated treiment,siorage and disposal tacilities
TSDF°).PWI has o Independent discreUon with regards to the selectfon of the TSOF or Iha trdnsporter,and iherefore,at no t me shali the ownerstsip of the Waste
be Vansferred from Buyer and/or the Waste generator to PWI.Buyer shall,at ali times,be soleiy responsibte to oblain,mafntain,.and pay tor any a d all permits,
Iicenses and handfing fees arising or retated to Buyer and/or generators Wasie generation,tiansportalion and disposal.
7.SALE AND INS7ALLATION OF EqUIPMENT:In ihe event of the sale and Installatlon of goods,produels and equlpment('Equipment'to Buyer,the
tollowing terms appty:
7.1 Dalivery:Any and all gaads,producls and equlpment{°EquipmenY)sotd,rented ar othervvise provided by PWI are delivered Free On Board
at PWI's feca'lily in Anaheim,CA 92807.Avallabilily and/or delivery dates In arry Proposal are approximate.Delivery of arry ite-n'is condiUoned upon PWI's prompt
recelpt af Buyers'specificaUons,Flnal approved drawings,and arry other detaps essentfal to the fulflllment of Buyers order.Upon dei'Nery of Equipment to PWI,PWI
shall noti(y Buyer af its availabiply and Buyer shali prompUy ercange lo take delivery of the Equlpment by PWI.Any storage of @uyer's Equipment at PWI's 6usiness
tocation shall be entirely at Buye s risk.
7,2 Identiflcatton—Rtak of Loss and Title; Iden6ficaBon of the"goods°as ifret term is used in CalHomia Commercial Code Section 2501 shall
includa al!Equlpment.IdenlffEcatian of the Equipment shall occur at the moment the Agreement,Purchase Order or uther i shumeM regarding Ihe Sale of lhe
Equipment is signed by the partfes.Risk of toss oi the Equlpment shall pass to the Buyer an ident7ication.Tflie to tha Equipment shall remain with PWI untll Buyer .
takes phystcal possesslon of the goods.
7.3 Paymeiit Terms:Payments shall be made dlrectly to PWPs oifice In accordance with the conditfons statad in the applicable purchase order.
7.4 Sates taz: Sates tax Is not Included on the pri e quoted for Equfpment.
7.5 Work Schedule:All wark shall 6e performed during normal working hours as determined solely in PVN's discretion.PWI will be allowed
reasonable time for pertormance of its work on the basis of regutar elght hourworking days,and in the event that Buyer requfres PWf to perform la6oran an oveAfine
basis,Ihen such additlonal expenses of every kind and charac[er as PWI may incur on aCcount oi said overtime labar,shal!co+stitute an addiponal charge.
7.6 Work Sfte:.Buyer shall prepare the premises to.permi!tree movement and ereCtion oF inaterials proviling necessary opeNngs,supports.
cutt+ng,public ulllity patching,and steam serv es and pay all fees and applicabta laxes in accordanne with codes and ordinances unloss othervuise indtcated in the
Agreement.The Agreement presumes the exlslence af suitaWe condiUons for the ptacement of all equipment,goods,ar work wquired to tse installed by PWI arni.
the existence of canddlons as per plans.It is also presumed that access shell be gtantod by Btiyer in a method suitabfe to allow unhindered access to the work area
fordalivery of e!I materials and wark by alf persons required to perform ihe work herein contemplated Any variance in the conditoi s shall require addiiional payment
to bo medo by Suyor as datermined by PWI based upon tho wrtdi4ons encountered and acWai and admlr3strative cosis incurted.
7.7 Change Orders:No addkional work noi specf ed in the Agreement will be performed unless Buyer autlw izes it in w iting.If Buyer refuses
tosignawdl[enworkaulhodzaUonorchangeorderfortheextrawork,PWlreservestherighttoreEusetopedormlheexirawork Anyextraworkperfwmedpursuant
to a sfgned change order shall be subject to lhese terms and canditians.
7.8: Repatr of Defects:Notwfthstanding any provision In arry pla,speciftptions,generat aonditions,or other carttrects between Buyer and
arryone else,PWi shall not be fiahle tor the cast of coirecNng defects occasioned by the ects or omissiens of arryone else to work pehartned by PWI.BeFore PWI
proceeds wilh ariy corcecfive work to repafr such damage,Buyet shail.provide PWI with urx ualified instructions to proceed with 1he work upon execution of a change
ordar compensating PWI for such work
7,9 D1sclaimer oF F press Wananttes: PWI warrants lhat the goods are as descdbed In tiiis contract,6u:o0 other express warcaMy fs made
in respect to:the goods.If any model or sample was shown to Buyer,that modol or sampfe was used me ely to illusVate ths g neral lype and qualily af lhe goods
amf not lo represe t ihat the goods would necessarily wnfortn to the modei or sample.
Z70 Dtsclaimer of Implied WarrantieslLimited Wananty:Ort the condiilon that Ihe Equipment was operatey,and maintained in accordance with
PWt's tnsirucUons,PWI exlends lhe menutacturer's stendard waRanUes on all new equfprnent,misuse or abuse excepted,For a lolal period not to exceed one year
1
Exhi6it A
Page 3 of 4
from date of ihe completion of instalia6an.PWI guarantees ail repaired material.s,parls and labor tora period of 90 days from ihe date of the compleGon of s h
repalrs.There are no warrantfes,expressed or fmpGed olher ihan the above unless so[mted herefn.This Ilmiled waaanly ts void if the Equ(pment has been subject
to misuse,tampedng,neglect,accident,or unauthorized alteraUons or tepairs.This limiled warranty is void if tfte specifications pravided by Buyer were rot accurate
or the actual6peratlng requi2ments or conditions are differenl than the(nfortnation provided to PWI.PWI makes no warranty forany Equipment provided by par6es
other Wan PWI.
IXCLUSIONS: THIS LIMfTED WARRANTY IS IN LIEU OF A L OTHER WARk2ANTiES EXPRESSED OR IMPLIED,INCLUDtNG THE IMPLIED WARRANTIES
OF MERCHANTABILfTY AND FITNESS FOR q PARTICULAR PURPOSE WtilCii ARE EXPRESSLY E7CCLUDED OR DISCLAIMED,
PWI SHALL NOT BE RESPON516LE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNk71VE OR OTHER OAMAGES (INCLUDING WRHOUT
lIMITATION LOSS OF PROFlT,RENT, INTEREST,OVERHEAD,OR ANY OTHER DELAY DAMAGES),WHETHER OR NOT PWI HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH LOSS, pWl EXPRESSLY EXCLUDES AND DlSCLA1MS LIAB!l.RY FOR ANY DAMAGES RESULTING FROM THE USE,
OPERATION,IMPROPER APPI.lCATION,MALFUNCTION OR DEFECT OF ANY EQUIPMENT COVERED BY THIS LIMITED WARRANTY. RWI'S MAXIMUM
LIABILiT1f FORANY AND AlL DAMAGES AIVD LOSSES ARISING FROM ANY MALFUNCTlON OF THE E UIPMENT SHALL NOT EXCEED THH PRICE PAID
FOR THE EQUEPMENT AND PWI SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTI7UTE EQUIPMENT eY BUYER.
PWt's sole responsibltily,and Buyers excluslve remedy for breach of thfs limited warrenty,shail be lhat al PWI's oplion,PW!will 2pair or repface Ihe detecfive or
rw onFocming parl(s)of Ihe Equipment Flowever,PWt witl rsot pay for ihe foRrnMrg Items shtpping costs,transporlatlon fees,taxes,ce i6caUons or any ouser Rem not
spedficaliy reiated to the necessary repair.Any daim hased on the fo egoing warranry must be submitEed lo PWI,InwdUng,within the Warranty Pedod and Suyer must have
operated and mainlalned the Eq pmentin accadance wifh PWi's instructions andlor manual.
This warraMy does not extend to any Equipment vrhich has been su6jected to abuse,misuse.regtect,inwlved in an accident,has been repaired ar madified wfihout pdor
wrilten aulhori lion from PWI,or has not 6een propeAy used,slored or mainlained or used fn vlolaUon oF InsUuctians pravided by PWI.P1N1 shall not be Labie for ihe
corrosive w erosve acdon of liquids andJor gases upon the equipment spec ed,ard no pad of such equipment shall be deemed defecfiue by reason of its faituB to resist
physical orchem'rcai a tion of such etements orilems upon such equipmenL
No agen;employee,or 2presenlat(veof PWI has arryauthority to bind PWI loany afftrmaQon,rep asenbtion,orwartanty conceming the Equipment soid to Buyer.No other
express wairantyis g'iven and rto affirtnatlon of PWI,bywordsoracdon,m1lcanstitute a wamanty.PWI'sobligation is Gmited to Ure exchange of defective parqs}as speciScaliy
p ovided herein.PWi wiA rmt p oWde any other fortn otcompensatlon in Geu tl reof.
7.11 indemnity:Buyershall defend,ir emnsfy,and hotd PWI hartnless irom and against any and aU Iawsuits,daims,aclions,proceedings or
damages rela5ng to PWI's serWces provided to Buyer,and from and against all cosls,attomey's Fees,expenses,and liabilitles incurced in 1he defense of any such
lawsuits,cfaims,acUons,or praceedings.Should any s h Iawsuits,claims,acibns,or proceedings he 6rought against PWI,Buyer shall,upon written noUce from
PVN,defend PUVi at euyer's expanse by counsel reasonably satisfactary to PWI.
7.12 Asbestos,Mo1d,and Other Hazardous Materlals:ln tha event thal PWI ertcountere any asbestos product or matedal,mold,or other
hazardous materials in the course of performfng its vmrk,PW!shail have the right to immediately discanunue ils work,and remove its employees from the proJect,
or that porUon of the project wherein such product or materiais were encountered,until sach Oine as any hazards connected therewith are abated,encapsuleted ar
removed and/or it 3s determined lo PWI's saUsfactlon that no hezard extsts;further,PWI shall receive an extension of llme to complete its work end compensa4on
for delays encauntered and any costs incurred as a esull.
Buyer shaU defer,fndemnify and ho i PWI harmiess from any ami all[awsuits,cfafms,actions,proceedfngs or damages arising irom any ellegalion
that PWl's work caused any damage,includ[ng But rrot limited to personal inJury or property damage,through the release of any asbesEos product or matedal,
moid,orolher hazardous materials.
8.GENERAL TERMS:The following tertns apply in the eventof sate,rental or usage of("Equipment")by Buyer.
8.1 pesign Responsibilfty:PWI assumes no responsibility for the design on those jobs where PW!prepares working or shop drdwings from
designs,unless it is affirmatively sfated on the Agreement that PWI agrees lo do so.
8.2 Terminatfon:PWl may suspend fu[ther petformance urwier this Agreement without[mitce tor non-payment by Buyer or failure of Buyer to
pay forexecu[e or pay tor change orders as provided herein.PWI may suspend furiher per oimance underihis Ag2ement upon three days wfllten notice to Buyer
in the event Buyer is in breach of lhe Agreement tor 6reach other than non-payment or Failure to execute and pey for change orders.In the eveM PWI elects to
suspend perfocmance,upon Buyer bringing paymen(s cnrre t,issuing properchange orders for extra work,or remedying a breach,PWI shall be entiUed to
emohiiization costs,including proiit arid overhead.Such costs wi11 equai actuat tosses sustained by PWI in tenninaUng and restarting wrork,
8.3 Credit Impairment:If,in PWI's opinion,Buyers credit 6ecames impaired,PUVi may aS its op6on suspend further pertortnance under this
Agreement unUl it has received fuli seftEement ar secudty(or services rende ed,and is satisfied as to Buyer's aedltlar fuAhar shipments.If Buyer tafls or refuses tn
matce such payment,nr give su h security,then ihe fu11 amount due under lhfs Ag2ement for labor,materials,and Equipment furniahed shaU immediatety became
dus and payable and PWI sfiall have the right and the apUon to terminate this AgreemenL In the event that.a suspension of this contract is required bepuse oF
Buyeds doubUul credit,an exlension oT time fuced tar the pe(ortnance of this Ag aement equal to Ihe Ume oF such scupension shali aulamatically occut and PWI
shall be entiAed to remobllization costs,iricluding proGt and overhead.Such costs will equal actual tosses sustained 6y PWf in suspending and resta ing work If
any actlon is necessary to effect collecGon o(any sums dus heteunder,PWI shall be anGUed to its eosts,ineluding reasonable aCamey's fees,in addiUon to alI other
damages found to be due hereunder.
B.4 Venue/Chotce af taw:Anyand all disputes andlor adtons erising from any breach of lhis Agreement shail be 6rought forth in the Supedor
6ourt of State oF Californfa in Ihe Coun[y of Orange(wh[ch shafi be deamed a convenient forum)and shall be resolved through the appltcaGon of Ceifforrria Law.
7he parties to this Agreement exp2ssty and trrevocabSy cansent and submit to the judsdiction of the courts of.lhe State oF California,County of Orange.
8.5 Interest:My paymentdue from Buyer that ts nat paid wfien due shall bear interestat the lesser of 1.5%per month(189'o perannum),orthe
maximum allowed by applicable law,from the origi l due date unb7 paid in fuil.!n addition to the right to collectlnterest,the faflure or delay In any payma tdue PWt
shall give PWI the rightto repossess!he Equipmenland/ar terminate any furtherobligaGon or perfortnance due from PWI.
8.8 Insu ance: no less than three(3)days 6eFore the date on which the Equlpment is delivered to Buyer.Buyer shail,at its own cost and
expense,pmvide PVVI a cerGficate evidencfng the issuance of comprehensive liability,fire,the[t and propedy damage insurance,issued by insurdnce companies
satislactory to PWI and namirx PWI as additiona!insured.Tha palicy(Ees}wili 6e far primary coverac e and tivill have limits of no less than:57 mfliion per person;t
million per accident and 57 miliion for equipment damage.Fhe policy{ies}vili provide that lho insurer vfll nof cai cei or materiaily mod[fy Ihe insurance except on
thirty(30)days'advanced wrilten noGce[o PWI
Buyer shalf also,al ils rnvn cosl and exryanse,provide 8uitder's Ris&insuranca wvering any loss ot damage to PWI's vork,matenals,or equipment
P4Vi shali receIve a sliaro of any proceeds from such insurance suffictent to pay(or any lass covered by tho policy.
z
Exhibit A
Page 4 of 4
If Buyer faiis lo ptocure,maintafn.or renew ihe requirod insurance,PWI may,but Is nat at lit pted to,oblain insurancct for Buyerwfthoul prQJudice to anyotherrightstliatPWfmayhave.
PWI agreos to maintain in ful!forCe and effect a wotkman's compensat(on insurance policy.
8.7 Force Majewe:PWI ahail noi pe liable in damages and has the right to terminate parformance if its pedormance ia delayed or preveMed by
conditlons beyond its conlral i duding,but not Ilmited to aols of God,,Govemment restriuions,wars,Insurtecttons andlor arry other cause bayond_the reasorrable
contro)of PWI.Failure af Buyer to make paymenls to PWI es requiried or other causes beyrond tho reasonable contral of PM shall automeUcally entitle PWI to
reasanabfe or aecessary extensions o(ttme to complete the work and lo an equitable adJustment to the contract price lo compe sate PWI or all costs and expenses
of addilional labor,service,equipment or material and extended overhead resuitfng from any such delay. If any of the maleri ls specified are not read7y avaHable,
PWI may substllule equalfy efficfent materials or flxlures of generelly sim ar cherecter In Iieu of the equlpment,materials or ifx.ures speclfied In the Agreement and
ryer shall pay PWI for arry d tterentiaf between the cost of lhe materials specified and the materials tumished.
8.8 Notices:Any ewtices required by these terms and conditions or olherwlse as may be required by the appGcable terms of an applicable
purchase order and/or by law shail be made in writing and meiled by cerUfied or registered ma1,retum receipt requested ordelt ered by a nationaf ovemight express '
courior service with proof ot delivery confirmaUon to PWI as follows;PaciQc West IrxiusVies,Ine.,4051 E.La Paima Ave.#A,Anahetm,CA 92807,or to arry other
address which PWI may olherwise paAicvlaAy speci(y in wriling,artd to Buyer al lhe address Ifsted on the appfica6le pur hase order ar agreement.
8.9_ Nan-Assignable Interests:8uyer acknowledges that iis rights and remedies provided hereunder are personal lo Buyer,and therefore no
agreoment,norany goods or services provided pursuant to these terms and conditto s,narany part or portion may be assigned,sublicensed orotherwise transterred
by Buyer to amr fhfrd party withnut PWI's priorwrftten cronsent,except far Equlpment purchased and pald for by Buyer.PWt ma assign tlils Agreement or arry dc htsunderitalamrcimowilhoutDuyersconsentavithoulnolicetoBuyar.In the event o(any assignment.PWI's Assignee wa have ail the rights and remedfes ot
PWI set fohh in(his Agreement.
8.10 Severabitity_Should any provisEon of these terms and conditEons or any part of arry resulUng agreement be held to be void, Invalid,
unenforceabfe or 1legal by a court,tha valid'dy and enforceablll(y of atl other provisians will not be affected thereby.
8,i 1 Waiver.Failura of any party to enforce arry provision of lhis Agreement will not constftule or ha constr ed as a walver of such provislon or
of the right to en(orce such provisfon or any future right to enforce such provision.
8,12 Labor Relations: PWl Is nol stgnatory to a Project Labor Agreement or Colledive Bargaining Agreenenl and does not pgree to become
signatory or oblfgated to arry such agreements In the peAormanos of its scope of work or execution of Its obligations pursuant:o this Agreamant.PWI's labor rates
are nol prevalltng wage.
8.73 Time: Time is of the essence in ihe pedormance of Ihe obligatbns under lhese terrns and conditions.
8.14 Dispute Resolutfon:If e dispute arises out of or relates to this Agreement,the parlles Nrst shail endeavor to seltle the dispute ihraugh
direct discusslons.If the dispute cannot be settted thraugh direct discussions,the partles shail endeavor to come to resoluGon via medlatlon befare resorting to
litigalion.Once one pany Oles a request for medlelfon with the other contraGing parry,the partles agree to conciuda such mgdialfon within sixty deys of filing of
tho request The medialor may be selecled Jointfy by the partias or thfough any dispute resoludon ofganizatbn.Mediatton h3es,if arry,shall be dlvided equally
among the parties invofved.IF,for arry dispute or clafm to whlch this paragraph applies,any parly(i)commences an actlon without first attempiing to resolve the
matter through medlation,or{il)before commencement of an acUon,refuses to mediate after a request has heen mede,then that parry shall rsot be entNed to
recover ettomey[eea,even If It wouid othenvise be ewarded recovery of the same.
Buyer sha11 pay PWI all costs end expenses,including attomeys'fees,Incumed by PWI in exerdsing any of Its rlghs or remedfes hereunder(albelt vIa
arbilra8on,6tigatlan or other procedures)or enforcing any of the terms,candltlons,or provlslons hereof Including callectfng any amount dua hom Buyer.
8.15 EnUre Agreement:Thls InsUument constitules the entire agreement hetween PWI and Buyer,and It shallnot be amended,allered orchanged
except by a wrilten agreamenl sfgned by the parlles hereto.
8,18 Remedles Cumulative:No Waiver,Severabflity:A11 remedles of PWI harounder are cumutative and msy,to Ihe extent permitted by law,
be exerclsed concurrently or separatety,and the exercise o(any one remedy shall not be deemed lo be en elecUon of such remedy ar to preclude tha exerclse of
any other remedy.No failure on the part of the PWI to exerclse and no delay In exercfsing,any rlght or romedy,hereby shafl operate as a welver thereoN,nor shaU
arry single or partial exercise by PWI of any right ar ramedy hereunder preclude any oiher or fudher exerclse thereof ar the exe ise of any other right or remedy.If
arry term or provision oF lhls AgreemeM Is found invafid;it shall not affect the valtdtty and enfor ement of all remaining tertns and provlstons.Thfs Agreement contalnsalloFtheagreements, unrlerstandings,representatlo:ns, candltlons,warrantles, and covena ts made belween!he parties eming ihis distdbutorshlp and
supersedes and epleces all prior negotiations and proposed agreements.Each of the partles herelo ecknawtedges that no other party,or any ageni,representative
or attomey of a y otrier parly,has made arry pramise,agreement,covenant representation or warcarrty whatsoever,expres or implled,concerning ihe subject
maker of this Agreement lhat fs noi contained in thls Agreement.Neilher parly shall tre liable for any representatlons made that are no1 set forth ln Uas Agreementandallmodi(icaGons and amendments to this Agreement must be In wriU.This Agreement may not 6e moditled except In wrltfng slgned by the partles.Thls
Agreement may not be modlfied by an oral agreement,even ii supported by new wnslderalion
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